iAnthus Capital Holdings, Inc. Annual report [Section 13 and 15(d), not S-K Item 405]

Maryland, USA

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GreenMart of Maryland, LLC

100.00%

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Maryland, USA 100%LMS Wellness, Benefit, LLC (1) Maryland, USA 100%Rosebud Organics, Inc. (1) Maryland, USA 100%Fall River Development Company, LLC (1) Massachusetts, USA 100%IMT, LLC (1) Massachusetts, USA 100%Mayflower Medicinals, Inc. Massachusetts, USA 100%Pilgrim Rock Management, LLC Massachusetts, USA 100%CGX Life Sciences, Inc. ("CGX") (1) Nevada, USA 100%GreenMart of Nevada NLV, LLC (GMNV) (1) Nevada, USA 100%GTL Holdings, LLC New Jersey, USA 100%iA CBD, LLC (“iA CBD”) New Jersey, USA 100%iAnthus New Jersey, LLC New Jersey, USA 100%MPX New Jersey, LLC (1) New Jersey, USA 100%Citiva Medical, LLC (“Citiva”) New York, USA 100%iAnthus Empire Holdings, LLC New York, USA 100%iAnthus Kentucky, LLC Kentucky, USA 100%iAnthus Delaware, LLC Delaware, USA 100%Cheetah Brand, LLC Delaware, USA 100% (1)Entities acquired as a part of the MPX Bioceutical Corporation (“MPX”) acquisition on February 5, 2019 (the “MPX Acquisition”). During the year ended December 31, 2024, the Company dissolved iAnthus Northern Nevada, LLC, Ambary, LLC and Pakalolo, LLC.(e) Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and judgements that affect the application of accounting policies and the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations regarding future events that are believed to be reasonable under the circumstances. Actual results may differ significantly from these estimates. Significant estimates made by management include, but are not limited to: economic lives of leased assets; inputs used in the valuation of inventory; allowances for expected credit losses on accounts receivable, provisions for inventory obsolescence; impairment assessment of long- lived assets; depreciable lives of property, plant and equipment; useful lives of intangible assets; accruals for contingencies including tax contingencies; valuation allowances for deferred income tax assets; uncertain tax positions; estimates of fair value of identifiable assets and liabilities acquired in business combinations; estimates of fair value of derivative instruments; and estimates of the fair value of stock-based payment awards. (f) Cash and Restricted Cash For purposes of the consolidated balance sheets and the statements of cash flows, cash includes cash and restricted cash amounts held primarily in U.S. dollars. Restricted cash balances are those which meet the definition of cash but are not available for use by the Company. As of December 31, 2025, the Company held $0.2 million as restricted cash (December 31, 2024 — $0.6 million). The following table summarizes a reconciliation of cash and restricted cash reported within the consolidated balance sheets to such amounts presented in the statements of cash flows: December 31, 2025 December 31, 2024 Cash $ 11,650 $ 18,543 Restricted cash 220 556 Total cash and restricted cash presented in the statements of cash flows $ 11,870 $ 19,099 (g) Accounts Receivable The Company assesses its accounts receivables for expected credit losses resulting from the potential uncollectability of specific customer balances, based upon a review of the customer’s creditworthiness and past collection history. The loss-rate method is used to estimate potential losses by applying an estimated loss rate to customer balances to determine the allowance for credit losses. For trade accounts receivable deemed as uncollectible, and arose from the sale of goods or services, the Company will write off the specific balance against the allowance for expected credit losses when it is known that a provided amount will not be collected.(h) Inventories Inventory is comprised of supplies, raw materials, finished goods and work-in-process such as harvested cannabis plants and by-products to be harvested. Inventory is valued at the lower of cost, determined on standard cost which approximates weighted average costing, and net realizable value. The direct and indirect costs of inventory initially include the costs to cultivate the harvested plants at the time of harvest. They also include subsequent costs such as materials, labor, and overhead involved in processing, packaging, labeling, and inspection to turn raw materials into finished goods. All direct and indirect costs related to inventory are capitalized as they are incurred and are subsequently recorded within costs and expenses applicable to revenues on the consolidated statements of operations at the time of sale. Net realizable value is determined as the estimated selling price less a reasonable estimate of the costs of completion, disposal, and transportation. The Company reviews inventory for obsolete, redundant and slow-moving goods and any such inventories are written down to net realizable value. Factors considered in determining obsolescence include, but are not limited to, slow-moving inventory or products that can no longer be marketed. As such, any identified slow moving and/or obsolete inventory is written down to its net realizable value through costs and expenses applicable to revenues on the consolidated statements of operations. (i) Investments The Company currently accounts for its equity-accounted investments using the equity method of accounting in accordance with Accounting Standards Codification (“ASC”) Topic 323 Investments. Investments are initially recognized at cost. Subsequent to initial recognition, the carrying value of the Company’s investments are adjusted for the Company’s share of income or loss and distributions each reporting period. The carrying value of the Company’s investments are assessed for indicators or impairment at each balance sheet date. The Company applies fair value accounting for its other investments recognized as financial assets that are disclosed at fair value in the financial statements on a recurring basis. Fair value is defined as the price that would be received from selling an asset in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets that are required to be recorded at fair value, the Company considers all related factors of the asset by market participants in which the Company would transact and the market-based risk measurements or assumptions of market participants. (j) Property, Plant and Equipment Property, plant and equipment are recorded at historical cost net of accumulated depreciation, write-downs and impairment losses. Depreciation is calculated on a straight-line basis over the estimated useful life as follows: Buildings 20 - 25 years Leasehold improvements over the shorter of the initial term of the underlying lease plus any reasonably assured renewal terms, and the useful life of the asset Production equipment 5 years Processing equipment 5 years Sales equipment 3 - 5 years Office equipment 3 - 5 years Land not depreciated Construction in progress not depreciated When significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items or components of property, plant and equipment and each major component is assigned an appropriate useful life. Gains and losses on disposal of an item are determined by comparing the proceeds from disposal with the carrying amount of the item and are recognized in profit or loss. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the respective accounts and any related gain or loss is recognized in the consolidated statements of operations. Maintenance and repairs are charged to expense as incurred. Significant expenditures, which extend the useful lives of assets or increase productivity, are capitalized. Construction in progress includes construction progress payments, deposits, engineering costs, and other costs directly related to the construction of cultivation, processing or dispensary facilities. Expenditures are capitalized during the construction period and construction in progress is transferred to the appropriate class of property, plant and equipment when the assets are available for use, at which point the depreciation of the asset commences. The Company reviews the carrying values of its property, plant and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group might not be recoverable. Assets are grouped at the lowest level for which identifiable cash flows are largely independent when testing for, and measuring for, impairment. In performing its review of recoverability, the Company estimates the future cash flows expected to result from the use of the asset or asset group and its eventual disposition. If the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset or asset group, an impairment loss is recognized in the consolidated statements of operations. Measurement of the impairment loss is based on the excess of the carrying amount of the asset or asset group over the fair value calculated using discounted expected future cash flows. A liability for the fair value of an asset retirement obligation associated with the retirement of tangible long-lived assets and the associated asset retirement costs are recognized in the period in which the liability and costs are incurred if a reasonable estimate of fair value can be made using a discounted cash flow model. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset and subsequently amortized over the asset’s useful life. The liability is accreted over the period of expected cash outflows. The Company does not have any asset retirement obligations as of December 31, 2025 and 2024.(k) LeasesThe Company leases some items of property, plant and equipment, office, cultivation, processing and dispensary space. On the lease commencement date, a lease is classified as a finance lease or an operating lease based on the classification criteria of the lease guidance under U.S. GAAP. As of January 1, 2019, the Company adopted Financial Accounting Standard Board (“FASB”) ASC Topic 842 Leases (“ASC 842”) and applied the lease classification criteria contained therein for any new leases. Upon adoption of ASC 842, the Company recorded right-of-use (“ROU”) assets for all of its leased assets classified as operating leases. The ROU assets were computed as the present value of future minimum lease payments, including additional payments resulting from a change in an index such as a consumer price index or an interest rate, plus any prepaid lease payments minus any lease incentives received. A lease liability was also recorded at the same time. No ROU asset is recorded for leases with a lease term, including any reasonably assured renewal terms, of 12 months or less. Upon adoption of ASC 842, the Company also recorded lease liabilities computed as the present value of future minimum lease payments, including additional payments resulting from a change in an index or an interest rate. Lease liabilities are amortized using the effective interest method. Amortization on the ROU asset is calculated as the difference between the expected straight-line rent expense over the lease term less the accretion on the lease liability. (l) Intangible Assets Intangible assets with a finite life are recorded at cost and are amortized on a straight-line basis over their estimated useful lives. Intangible assets with an indefinite life are not amortized and are assessed annually for impairment, or more frequently if indicators of impairment arise. The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. The Company capitalizes certain internal-use software development costs, consisting primarily of contractor costs and employee salaries and benefits allocated to the software. Capitalization of costs incurred in connection with internally developed software commences when both the preliminary project stage is completed and management has authorized further funding for the project, based on a determination that it is probable the project will be completed and used to perform the function intended. Capitalization of costs ceases no later than the point at which the project is substantially complete and ready for its intended use. All other costs are expensed as incurred. Amortization is calculated on a straight-line basis over three years. Costs incurred for enhancements that are expected to result in additional functionalities are capitalized.Intangible assets mainly comprise of licenses acquired in business combinations. Licenses are amortized over 15 years, which reflects the useful lives of the assets. Trademarks are amortized over 7 to 15 years, and all other intangible assets with a finite life are amortized over 1 to 5 years. The Company reviews the carrying values of its intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group might not be recoverable. Assets are grouped at the lowest level for which identifiable cash flows are largely independent when testing for, and measuring for, impairment. In performing its review for recoverability, the Company estimates the future cash flows expected to result from the use of the asset or asset group and its eventual disposition. If the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset or asset group, an impairment loss is recognized in the consolidated statements of operations. Measurement of the impairment loss is based on the excess of the carrying amount of the asset or asset group over the fair value calculated using discounted expected future cash flows. (m) GoodwillGoodwill represents the excess of the purchase price paid for the acquisition of an entity over the fair value of the net tangible and intangible assets acquired. Goodwill is allocated to a specific reporting unit or allocated between reporting units based on the relative fair value of each reporting unit. Goodwill is not subject to amortization and is tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Impairment is determined for goodwill by assessing if the carrying value of a reporting unit, including the allocated goodwill, exceeds its recoverable amount determined as the greater of the estimated fair value less costs to sell and the value in use. Impairment losses recognized in respect of a reporting unit are first allocated to the carrying value of goodwill and any excess is allocated to the carrying amount of assets in the reporting unit. Any goodwill impairment is recorded in impairment loss within the consolidated statement of operations in the period in which the impairment is identified. Impairment losses on goodwill are not subsequently reversed.As of December 31, 2025, the Company recognized $1.6 million of goodwill from its Cheetah Acquisition (as defined in Note 4 below).(n) Assets Held For Sale The Company classifies assets held for sale in accordance with ASC Topic 360 Property, Plant and Equipment. When the Company makes the decision to sell an asset, the Company assesses if such asset should be classified as an asset held for sale. To classify as an asset held for sale, the asset or disposal group must meet all of the following conditions: i) management, having the authority to approve the action, commits to a plan to sell the asset, ii) the asset is available for immediate sale in its present condition, subject to certain customary terms, iii) an active program to locate a buyer and other actions required to complete the plan to sell the asset have been initiated, iv) the sale of the asset is probable and the transfer of the asset is expected to qualify for recognition as a completed sale, within one year, subject to certain exceptions, v) the asset is being actively marketed for sale at a price that is reasonable in relation to its current value, and vi) actions required to complete the plan indicate that it is unlikely that the plan will be significantly changed or withdrawn. Assets held for sale are measured at the lower of their carrying amount or fair value less cost to sell (“FVLCTS”). FVLCTS is the amount obtainable from the sale of the asset in an arm’s length transaction, less the costs of disposal. Once classified as held for sale, any depreciation and amortization on an asset cease to be recorded. There were no assets or liabilities classified as held for sale as of December 31, 2025 (December 31, 2024— $23.6 million). (o) Income Taxes Income taxes are accounted for under the asset and liability method whereby deferred income tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the accounting and tax bases of assets and liabilities and net operating loss carryforwards. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates or laws is recognized in the consolidated statements of operations in the period in which the change is enacted.The Company assesses realization of deferred income tax assets and, based on all available evidence, concludes whether it is more likely than not that the net deferred income tax assets will be realized. A valuation allowance is provided for the amount of deferred income tax assets not considered to be realizable. The Company has elected to classify interest and penalties related to income tax liabilities, when applicable, as part of the income tax expense within its consolidated statements of operations. The Company is subject to ongoing tax exposures, examinations and assessments in various jurisdictions. Accordingly, the Company may incur additional tax expense based upon the outcomes of such matters. The Company follows the provisions of ASC Topic 740, Accounting for Income Taxes ("ASC Topic 740"). ASC Topic 740 clarifies the accounting for uncertainties in income taxes recognized in a Company’s consolidated financial statements. ASC Topic 740 also prescribes a recognition threshold and measurement attribute for the consolidated financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740 provides guidance on derecognition, classification, interest and penalties, disclosures and transition. As required by the uncertain tax position guidance in ASC Topic 740, the Company recognized the benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant tax authority. (p) Revenue Recognition The Company recognizes revenue under the provision of ASC 606—Revenue from Contracts with Customers. The Company generates revenue primarily from the sale of cannabis, cannabis related products and provision of services. The Company uses the following five-step contract-based analysis of transactions to determine if, when and how much revenue can be recognized: 1.Identify the contract with a customer; 2.Identify the performance obligation(s) in the contract; 3.Determine the transaction price; 4.Allocate the transaction price to the performance obligation(s) in the contract; and 5.Recognize revenue when or as the Company satisfies the performance obligation(s). Revenue from the sale of cannabis is generally recognized when control over the goods has been transferred to the customer. Payment for medical sales is typically due prior to shipment for wholesale orders and at point-of-sale for retail orders. Payment for wholesale transactions is due within a specified time period as permitted by the underlying agreement and the Company’s credit policy upon the transfer of goods to the customer. The Company generally satisfies its performance obligation and transfers control to the customer upon delivery and acceptance by the customer. Revenue is recorded at the estimated amount of consideration to which the Company expects to be entitled. Substantially all of the Company’s sales are single performance obligations arrangements for which the transaction price is equivalent to the stated price of the products net of any stated discounts applicable at point of sale. Revenue is recognized net of sales incentives and returns, after discounts. The Company offers loyalty reward programs to its retail customers across several of its dispensaries. A portion of the revenue generated in a sale must be allocated to the loyalty points earned. The amount allocated to the points earned is deferred until the loyalty points are redeemed or expired at the end of each fiscal year. As of December 31, 2025 and 2024, the loyalty liability totaled $Nil and $1.1 million, respectively, and is included in accrued and other current liabilities on the consolidated balance sheets.(q) Costs and Expenses Applicable to Revenues Costs and expenses applicable to revenues represents costs directly related to processing and distribution of the Company’s products. Primary costs include raw materials, packaging, direct labor, overhead, and shipping and handling. Manufacturing overhead and related expenses include salaries, wages, employee benefits, utilities, maintenance and property taxes. The Company recognizes the costs and expenses applicable to revenues at the time the related revenues are recognized. (r) Foreign Currency Translation The functional and reporting currency of the Company is the U.S. dollar. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the foreign exchange rates prevailing at the end of the period. Non-monetary assets and liabilities measured at historical cost are translated using the exchange rate at the date of the transaction. Realized and unrealized foreign exchange gains and losses are included in the determination of earnings in the period in which they arise. (s) Share-based Compensation The Company has a share-based compensation plan which includes options and restricted stock units (“RSUs”). Share-based awards are measured at the fair value of the awards at the grant date and recognized as expense over the requisite service periods in the Company’s consolidated statements of operations. The fair value of options is determined using the Black-Scholes option pricing model which incorporates all market vesting conditions. The number of options expected to vest is reviewed and adjusted at the end of each reporting period such that the amount recognized for services received as consideration for the share-based awards granted shall be based on the number of awards that eventually vest. Amounts recorded for forfeited or expired unexercised options are accounted for in the year of forfeiture. Upon the exercise of stock options, consideration received on the exercise of share-based awards is recorded as paid-in-capital. The fair value of RSUs is determined using the Company’s closing stock price on the grant date. Share-based compensation expense includes compensation cost for employee awards granted and all modified or cancelled awards. In addition, compensation expense includes the compensation cost, based on the grant-date fair value calculated under FASB ASC Topic 718 Share-based payments (“ASC Topic 718”). Share-based compensation expense is not adjusted for estimated forfeitures, but instead adjusted upon an actual forfeiture of a stock option. The Company utilizes the risk-free rate determined by the market yield on United States Treasury marketable bonds over the contractual term of the instrument being issued. The critical assumptions and estimates used in determining the fair value of share-based compensation include: expected life of options, volatility of the Company’s future share price, risk-free rate, future dividend yields and estimated forfeitures at the initial grant date. Changes in assumptions used to estimate fair value could result in materially different results. The Company’s policy is to issue new common shares from treasury to satisfy stock options which are exercised. The Company recognizes compensation expense for RSUs and options on a straight-line basis over the requisite service period for awards that vest solely based on a service condition. Compensation expense for awards that vest based on both service and performance conditions are recognized over the requisite service period of the award using the graded vesting method. Non-market vesting conditions are included in the assumptions about the number of options that are expected to become exercisable. Any cumulative adjustment prior to vesting is recognized in the current period. No adjustment is made to any expense recognized in prior periods if share options ultimately exercised are different to that estimated on vesting. (t) Contingent Liabilities In accordance with the FASB ASC Topic 450 Contingencies, the Company will make a provision for a liability when it is both probable that a loss has been incurred and the amount of the loss can be reasonably estimated. The Company reviews these provisions in conjunction with any related provisions on assets related to the claims at least quarterly and adjusts these provisions to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel and other pertinent information related to the case. The Company expenses legal costs relating to its lawsuits, claims and proceedings as incurred. (u) Business Combinations In accordance with the FASB ASC Topic 805 Business Combinations (“ASC 805”), the Company allocates the fair value of purchase consideration to the tangible and intangible asset purchased and the liabilities assumed on the basis of their fair values at the date of acquisition. The determination of fair values of assets acquired and liabilities assumed requires estimates and the use of valuation techniques when a market value is not readily available. Any excess of purchase price over the fair value of net tangible and intangible assets acquired is allocated to goodwill. If the Company obtains new information about the facts and circumstances that existed as of the acquisition date during the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed. (v) Change in Accounting EstimateUpon adoption of Accounting Standards Codification ("ASC") Topic 330 “Inventory”, the Company elected to follow an accounting policy related to inventory to be valued at the lower of cost, determined on a weighted average cost basis, and net realizable value.Effective January 1, 2025, the Company began estimating the value of its inventory under standard costing which approximates weighted average cost. It is noted that inventory will continue to be carried at the lesser of cost and net realizable value and that both approaches continue to use full absorption costing to allocate all direct and indirect overhead into the valuation inventory. However, using predetermined standard costs offers consistency and accuracy in inventory valuation and offers better analysis of variances between standard and actual costs. The predetermined costs are reviewed and updated on a periodic basis to determine whether variances reflect part of the normal cost of production, and should therefore be reflected as inventory value, or whether they are a period cost and should thus not be included in inventory.The Company accounted for this change as a change in accounting estimate and, accordingly, applied it on a prospective basis. This change in estimate did not have any material impact on the Company’s consolidated statements of operations for the year ended December 31, 2025. The Company expects this change in accounting estimate to remain immaterial in future periods. Note 3 – New Accounting Standards and Accounting Changes Adoption of New Accounting Policies In November 2023, the FASB issued ASU 2023-07 Segment Reporting (Topic 280). All public entities will be required to report segment information in accordance with the new guidance starting in annual periods beginning after December 15, 2023. The amendments improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The Company adopted the new standard in the fourth quarter of 2024. The adoption did not have any material impact on the Company's consolidated financial statements.In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740). For public business entities, the amendments are effective for annual periods beginning after December 15, 2024. The amendments address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This amendment also looks to improve the effectiveness of income tax disclosures. The Company adopted the new standard and noted that it did not have any material impact on the Company's consolidated financial statements.In March 2024, the FASB issued ASU 2024-02, Codification Improvements. Public entities must adopt the amendments for annual periods beginning after December 15, 2024. The standard removes outdated glossary references, streamlining Codification content. The Company adopted the new standard in the fourth quarter of 2025. The adoption did not have any material impact on the Company's consolidated financial statements.Recently Issued FASB Accounting Standard Updates In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income (Topic 220). Public entities must comply with the amendments for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The update enhances disclosure requirements by requiring detailed breakdowns of material expense categories. The Company is determining the effects of adoption on its financial reporting practices.In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient for estimating expected credit losses on current trade receivables and contract assets under ASC 606. The amendments are effective for annual reporting periods beginning after December 15, 2025, and the Company is evaluating the impact of adoption.In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to Accounting for Internal-Use Software, which replaces the existing three-stage model with a single “probable-to-complete” capitalization threshold and incorporates website development into the same guidance. The amendments are effective for annual reporting periods beginning after December 15, 2027, and the Company is evaluating the impact of adoption.In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. Public entities must adopt the amendments for annual reporting periods beginning after December 15, 2027, and interim periods within those annual periods. The update clarifies interim disclosure requirements and introduces a principle to disclose material events and transactions that have occurred since the end of the prior fiscal year. The Company is evaluating the impact of these improvements on its future interim financial reporting disclosures.In January 2026, the FASB issued ASU 2025-12, Codification Improvements. The amendments are effective for annual reporting periods beginning after December 15, 2026. The standard addresses technical corrections and clarifications across various topics, including the calculation of diluted earnings per share when an entity reports a loss from continuing operations. The Company is in the process of determining the effects adoption of this amendment, but expects no significant impact on its consolidated financial statements.Note 4 – Acquisitions Cheetah Acquisition On December 30, 2024, the Company entered into an Asset Purchase Agreement (the "Cheetah Purchase Agreement") with Cheetah Enterprises, Inc. (the "Cheetah Seller"), pursuant to which, the Company acquired substantially all the assets related to the Cheetah Seller's wholesale business, including the manufacture, marketing, and sale of cannabis distillate vaporize products in the states of Illinois and Pennsylvania under the "Cheetah" brand (the "Brand"), but excluding certain excluded assets (the "Cheetah Purchased Assets") together with certain assumed liabilities related to the Cheetah Purchased Assets. The purchase price (the "Purchase Price") for the Cheetah Purchased Assets is approximately $3.5 million, and includes (i) common shares at an aggregate deemed value of approximately $1.5 million, which the Company recorded at a fair value on acquisition of $1.2 million, to be issued in three (3) tranches; (ii) upon the completion of certain performance benchmarks (if the Brand does not meet the performance benchmark by the payment date, such payment date will be delayed until the later of (x) thirty (30) days or (y) until such time the Brand achieves the applicable performance benchmark; provided, the full cash consideration shall not be delayed more than twenty-four (24) months after closing); and (iii) additional consideration based on EBITDA generated by the Brand (the "Earn-Out") over the next three years which is payable annually in cash, with the final payment due on or before April 1, 2028.The Company has determined that the acquisition of the Cheetah Purchased Assets (the "Cheetah Acquisition") is a business combination under ASC 805 whereby the total consideration is recorded by allocating the purchase consideration to the net assets and liabilities acquired based on their estimated fair values at the acquisition date. At the date of acquisition, management allocated the initial purchase price based on the estimated fair value of the identifiable assets and liabilities assumed on the acquisition date. The purchase price allocation was subsequently finalized as shown in the table below: Consideration: Cash consideration - paid $ 2,000 Common stock - issued 1,167 Additional earn-out consideration 3,127 Fair value of consideration $ 6,294 Estimated fair values of net assets acquired and liabilities assumed: Cash $ 45 Receivables and prepaid assets 340 Inventory 6 Operating lease right-of-use assets, net 42 Accounts payable (301 ) Accrued and other current liabilities (86 ) Intangible assets 4,690 Net assets acquired $ 4,736 Goodwill $ 1,558 The following table summarizes the final adjustments made to the provisional purchase price allocation: Preliminary allocation at acquisition Adjustments As adjusted Cash consideration - paid $ 675 $ 1,325 $ 2,000 Cash consideration - accrued 1,325 (1,325 ) — Common stock - issued — 1,167 1,167 Common stock - issuable 1,167 (1,167 ) — Inventory 106 (100 ) 6 Intangible assets — 4,690 4,690 Goodwill 6,148 (4,590 ) 1,558 The intangible assets recognized from the acquisition relate to trade names and other intellectual property and recipes used under the Cheetah brand. The goodwill recognized from the acquisition is attributable to the assembled workforce and synergies expected from integrating Cheetah into the Company’s existing business. The goodwill acquired is not deductible for tax purposes.Total purchase consideration transferred at closing also included additional Earn-Out that had a fair value of $3.1 million as of the acquisition date. The acquisition date fair value of the Earn-Out was determined based on the Company’s assessment of the probability of achieving the performance targets that ultimately obligate the Company to transfer additional consideration to the seller. The Earn-Out is comprised of certain EBITDA targets to be achieved by the Brand and is paid annually in cash, commencing April 1, 2026 for the preceding fiscal year. Subsequent remeasurement of the Earn-Out will be remeasured at the end of each reporting period with any gains or losses recognized in interest and other income and expenses within the consolidated statement of operations. Refer to Note 12 for further discussion on contingent consideration. Total acquisition-related costs incurred during the year ended December 31, 2025, were $Nil (December 31, 2024 - less than $0.1 million), which were recorded within selling, general and administrative expenses on the consolidated statement of operations.Pro forma financial information is not disclosed as the results are not material to the Company’s consolidated financial statements.Note 5 – Leases The Company mainly leases office space and cannabis cultivation, processing and retail dispensary space. Leases with an initial term of less than 12 months are not recorded on the consolidated balance sheets. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. Most leases include one or more options to renew, with renewal terms that can extend the lease term from one to five years or more. The Company has determined that it was reasonably certain that the renewal options on the majority of its cannabis cultivation, processing and retail dispensary space would be exercised based on previous history and knowledge, current understanding of future business needs and the level of investment in leasehold improvements, among other considerations. The incremental borrowing rate used in the calculation of the lease liability is based on the rate available to the parent company. The depreciable life of assets and leasehold improvements are limited by the expected lease term. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Certain subsidiaries of the Company rent or sublease certain office space to/from other subsidiaries of the Company. These intercompany subleases are eliminated on consolidation and have lease terms ranging from less than 1 year to 15 years. The components of lease expense are as follows: Year Ended December 31, 2025 2024 Operating lease costs(1) Selling, general and administrative expenses $ 6,876 $ 6,863 Costs and expenses applicable to revenues 688 1,405 Total lease cost $ 7,564 $ 8,268 (1)Includes short-term leases and variable lease costs for the years ended December 31, 2025 and 2024. The Company entered into multiple sublease agreements pursuant to which it serves as lessor to the sublessees. For the year ended December 31, 2025, the Company recorded sublease income of $0.9 million (December 31, 2024—$1.0 million), which is included in the interest and other income line on the consolidated statements of operations.Operating cash flows from operating leases for the year ended December 31, 2025 was $7.0 million (December 31, 2024 - $7.5 million).Supplemental balance sheet information related to leases is as follows: Balance Sheet Information Classification December 31, 2025 December 31, 2024 Operating lease right-of-use assets, net Operating leases $ 29,436 $ 24,012 Lease liabilities Current portion of operating lease liabilities Operating leases $ 7,195 $ 6,534 Long-term portion of operating lease liabilities Operating leases 26,778 21,599 Total $ 33,973 $ 28,133 Maturities of lease liabilities for operating leases as of December 31, 2025, were as follows: Operating Leases 2026 $ 7,195 2027 6,849 2028 6,883 2029 6,668 2030 5,987 Thereafter 45,951 Total lease payments $ 79,533 Less: interest expense (45,560 ) Present value of lease liabilities $ 33,973 Weighted-average remaining lease term (years) 11.4 Weighted-average discount rate 18 % Note 6 – Inventories, net Inventories is comprised of the following items: December 31, 2025 December 31, 2024 Supplies $ 6,249 $ 4,134 Raw materials 3,419 3,815 Work in process 5,515 5,194 Finished goods 7,198 9,570 Inventory reserve (129 ) (247 ) Total $ 22,252 $ 22,466 Inventories are written down for any obsolescence or when the net realizable value considering future events and conditions is less than the carrying value. For the year ended December 31, 2025, the Company recorded $Nil (December 31, 2024 – $0.4 million), related to spoiled inventory in costs and expenses applicable to revenues on the consolidated statements of operations. The Company had implemented a change in accounting estimate with respect to the valuation of inventory. Refer to Note 2(v) for further details. Note 7 – Property, Plant and Equipment As of December 31, 2025 Cost Accumulated Depreciation Net Book Value Buildings $ 79,957 $ 14,700 $ 65,257 Leasehold improvements 50,142 28,898 21,244 Production equipment 6,176 1,709 4,467 Processing equipment 5,953 2,072 3,881 Sales equipment 1,155 822 333 Office equipment 7,741 5,816 1,925 Land 2,716 — 2,716 Construction in progress 4,909 — 4,909 Total $ 158,749 $ 54,017 $ 104,732 As of December 31, 2024 Cost Accumulated Depreciation Net Book Value Buildings $ 71,870 $ 11,970 $ 59,900 Leasehold improvements 41,439 26,057 15,382 Production equipment 2,403 1,324 1,079 Processing equipment 2,801 1,559 1,242 Sales equipment 896 784 112 Office equipment 6,551 5,352 1,199 Land 2,716 — 2,716 Construction in progress 5,858 — 5,858 Total $ 134,534 $ 47,046 $ 87,488 For the year ended December 31, 2025, the Company recorded depreciation expense on property, plant, and equipment of $7.0 million (December 31, 2024— $8.8 million). During the year ended December 31, 2025, the Company disposed $1.4 million of property, net (December 31, 2024—$0.2 million), primarily related to the sale of facility equipment, with total consideration of approximately $0.6 million, resulting in a loss of $0.8 million, which is included within "write-downs, recoveries, and other charges, net" on the consolidated statements of operations.Capital expenditure additions during the year ended December 31, 2025 amounted to $25.7 million (December 31, 2024—$5.5 million) to fund various cultivation, processing and dispensary projects, of which $1.9 million (December 31, 2024 - $0.5 million) is currently unpaid and outstanding.Note 8 – Intangible Assets and Goodwill As of December 31, 2025 Cost Accumulated Amortization Net Book Value Licenses $ 114,418 $ 52,184 $ 62,234 Trademarks 15,801 11,643 4,158 Other 3,862 2,778 1,084 $ 134,081 $ 66,605 $ 67,476 As of December 31, 2024 Cost Accumulated Amortization Net Book Value Licenses $ 114,418 $ 44,550 $ 69,868 Trademarks 11,111 9,451 1,660 Other 3,726 2,392 1,334 $ 129,255 $ 56,393 $ 72,862 During the year ended December 31, 2025, the Company recorded $4.8 million in intangible asset additions (December 31, 2024—$0.2 million), which is primarily attributable to the Cheetah acquisition and other internal-use software. The weighted average remaining amortization period for these additions is 12 years as of December 31, 2025. Amortization expense for the years ended December 31, 2025 and 2024 was $10.2 million and $13.9 million, respectively.The estimated amortization expense for each of the years ended December 31, as follows: 2026 $ 8,697 2027 8,625 2028 8,599 2029 8,238 2030 8,238 Thereafter 25,081 The following table summarizes the balances of goodwill as of December 31, 2025 and 2024: As of December 31, 2025 2024 Balance, beginning of year $ 6,148 $ — Acquisition of Cheetah — 6,148 Reclassification - Cheetah intangible assets (4,590 ) — Impairment loss — — Total $ 1,558 $ 6,148 Note 9 - Long-Term Debt The following table summarizes long term debt outstanding as of December 31, 2025 and 2024: Secured Notes June Secured Debentures Additional Secured Debentures June Unsecured Debentures Other Total As of January 1, 2025 $ 14,968 $ 114,298 $ 30,615 $ 21,750 $ 696 $ 182,327 Paid-in-kind interest — 10,213 2,560 2,048 — 14,821 Accretion of balance 746 3,086 — 1,057 — 4,889 Debt extinguishment — — — — (686 ) (686 ) Debt repayment (7,355 ) — — — (10 ) (7,365 ) As of December 31, 2025 $ 8,359 $ 127,597 $ 33,175 $ 24,855 $ — $ 193,986 Secured Notes June Secured Debentures Additional Secured Debentures June Unsecured Debentures Other Total As of January 1, 2024 $ 15,565 $ 101,856 $ 28,247 $ 18,856 $ 752 $ 165,276 Carrying value of financial liabilities issued 14,345 — — — — 14,345 Paid-in-kind interest 239 9,449 2,368 1,895 — 13,951 Accretion of balance 632 2,993 — 999 — 4,624 Debt extinguishment (15,813 ) — — — — (15,813 ) Deconsolidation — — — — — — Debt repayment — — — — (56 ) (56 ) As of December 31, 2024 $ 14,968 $ 114,298 $ 30,615 $ 21,750 $ 696 $ 182,327 As of December 31, 2025, the total and unamortized debt discount costs were $21.9 million and $6.5 million, respectively (December 31, 2024— $21.9 million and $11.4 million, respectively).As of December 31, 2025, total interest paid on long-term debt was $1.5 million (December 31, 2024 - $1.5 million).(a) iAnthus New Jersey, LLC Senior Secured Bridge Notes On February 2, 2021, iAnthus New Jersey, LLC ("INJ") issued an aggregate of $11.0 million of senior secured bridge notes ("Senior Secured Bridge Notes") which initially matured on the earlier of (i) February 2, 2023, (ii) the date on which the Company closes a Qualified Financing (as defined below) and (iii) such earlier date that the principal amount may become due and payable pursuant to the terms of such notes. The Senior Secured Bridge Notes initially accrued interest at a rate of 14.0% per annum, decreasing to 8.0% upon the closing of the Recapitalization Transaction (increasing to 25.0% per annum in the event of default). “Qualified Financing” means a transaction or series of related transactions resulting in net proceeds to the ICH of not less than $10 million from the subscription of the ICH's securities, including, but not limited to, a private placement or rights offering.On February 2, 2023, ICH and INJ entered into an amendment (the “Amendment”) to the Senior Secured Bridge Notes with all of the holders of the Senior Secured Bridge Notes. Pursuant to the Amendment, the maturity date of the Senior Secured Bridge Notes was extended until February 2, 2024, the interest on the principal amount outstanding was increased to a rate of 12.0% per annum, and an amendment fee equal to 10.0% of the principal amount outstanding of the Senior Secured Bridge Notes as of February 2, 2023 or $1.4 million in the aggregate, was added to such notes such that it will become due and payable on the extended maturity date.On February 2, 2024, in order to facilitate the 2024 NJ Amendment (as defined below), the parties agreed to a short-term extension of the maturity date from February 2, 2024 to February 16, 2024. On February 16, 2024, ICH and INJ entered into another amendment (the"2024 NJ Amendment") to the Senior Secured Bridge Notes. Pursuant to the 2024 NJ Amendment, the maturity date of the Senior Secured Bridge Notes was extended from February 16, 2024 to February 16, 2026 and the interest rate of the Senior Secured Bridge Notes remained at 12% per annum, but the interest accruing after February 16, 2024 will be payable in quarterly cash payments (the first interest payment being on May 16, 2024). In addition, the 2024 NJ Amendment provides for an amendment fee equal to 10% of the principal amount of the Senior Secured Bridge Notes as of the date of the 2024 NJ Amendment, or $1.6 million in the aggregate, which is satisfied through the issuance of ICH's common shares at a price per share equal to the volume-weighted average trading price of ICH's common shares on the CSE for the twenty (20) consecutive trading days immediately prior to the date of the 2024 NJ Amendment. Lastly, ICH and INJ agreed to utilize twenty-five percent (25%) of Non-Operational Receipts in excess of $5.0 million to make payments towards the principal amount outstanding under the Senior Secured Bridge Notes, without penalty. For purposes of the 2024 NJ Amendment, "Non-Operational Cash Receipts" means cash ICH received which is not derived from the sale of cannabis products in the ordinary course of business of ICH, whether through retail, wholesale or otherwise. As of December 31, 2025, a total amount of $7.4 million (December 31, 2024 - $Nil) has been paid from Non-Operational Receipts.In accordance with debt extinguishment accounting guidance outlined in ASC 470 "Debt", the terms of the Senior Secured Bridge Notes were materially modified pursuant to both the Amendment and 2024 NJ Amendment and as such, for the year ended December 31, 2025, the Company recorded a loss on debt extinguishment of $Nil, (December 31, 2024 - $0.1 million), on the consolidated statements of operations.The amended host debt, classified as a liability using the guidance of ASC 470, was recognized at the carrying value of $14.3 million.For the year ended December 31, 2025, interest expense of $1.4 million (December 31, 2024—$1.9 million), and accretion expense of $0.7 million (December 31, 2024—$0.6 million), were recorded on the consolidated statements of operations.The Senior Secured Bridge Notes are secured by a security interest in certain assets of INJ. ICH provided a guarantee in respect of all of the obligations of INJ under the Senior Secured Bridge Notes, and the Company is in compliance with the terms of the Senior Secured Bridge Notes as of December 31, 2025. The Senior Secured Bridge Notes are classified as long-term debt, net of issuance costs on the consolidated balance sheets, pursuant to the 2026 Bridge Notes Amendment (as defined in Note 18).Certain of the Secured Lenders, including Gotham Green Fund II, L.P., Gotham Green Fund II (Q), L.P., Oasis Investments II Master Fund LTD., Senvest Global (KY), LP, Senvest Master Fund, LP and Hadron Healthcare and Consumer Special Opportunities Master Fund, held greater than 5.0% of the outstanding common shares of the Company upon closing of the Recapitalization Transaction. As principal owners of the Company, these lenders are considered to be related parties.(b) June Secured Debentures On June 24, 2022 in connection with the closing of the Recapitalization Transaction, the Company entered into the Secured Debenture Purchase Agreement (the "Secured DPA"), between ICM, the other Credit Parties (as defined in the Secured DPA), the Collateral Agent, and the lenders party thereto (the “New Secured Lenders”) pursuant to which ICM issued the June Secured Debentures in the aggregate principal amount of $99.7 million which accrue interest at the rate of 8.0% per annum increasing to 11.0% per annum upon the occurrence of an Event of Default (as defined in the Secured DPA), with a maturity date of June 24, 2027. The June Secured Debentures may be prepaid on a pro rata basis from and after the third anniversary of the Closing Date of the Recapitalization Transaction upon prior written notice to the New Secured Lenders without premium or penalty.The host debt, classified as a liability using the guidance of ASC 470, was recognized at the carrying value of $84.5 million.Interest is to be paid in kind by adding the interest accrued on the principal amount on the last day of each fiscal quarter (the first such interest payment date being June 30, 2022) and such amount thereafter becoming part of the principal amount, which will accrue additional interest. Interest paid in kind will be payable on the date when all of the principal amount is due and payable. For the year ended December 31, 2025, interest expense and accretion expense of $10.2 million and $3.1 million, respectively, were recorded on the consolidated statements of operations (December 31, 2024—$9.4 million and $3.0 million, respectively). The terms of the Secured DPA impose certain restrictions on the Company’s operating and financing activities, including certain restrictions on the Company’s ability to: incur certain additional indebtedness; grant liens; make certain dividends and other payment restrictions affecting the Company’s subsidiaries; issue shares or convertible securities; and sell certain assets. The June Secured Debentures are secured by all current and future assets of the Company and ICM. The terms of the Secured DPAs do not have any financial covenants or market value test and ICM is in compliance with the terms of the June Secured Debentures as of December 31, 2025. The June Secured Debentures are classified as long-term debt, net of issuance costs on the consolidated balance sheets. Certain of the New Secured Lenders that hold the June Secured Debentures, including Gotham Green Fund 1, L.P., Gotham Green Fund 1 (Q), L.P., Gotham Green Fund II, L.P., Gotham Green Fund II (Q), Gotham Green Credit Partners SPV 1, L.P., Gotham Green Partners SPV V, L.P., L.P., and Parallax Master Fund, LP, held greater than 5.0% of the outstanding common shares of the Company upon the closing of the Recapitalization Transaction. As principal owners of the Company, certain of the New Secured Lenders are considered to be related parties.(c) June Unsecured Debentures On June 24, 2022 in connection with the closing of the Recapitalization Transaction, the Company entered into the Unsecured Debenture Purchase Agreement (the "Unsecured DPA"), pursuant to which ICM issued June Unsecured Debentures in the aggregate principal amount of $20.0 million which accrue interest at the rate of 8.0% per annum increasing to 11.0% per annum upon the occurrence of an Event of Default (as defined in the Unsecured DPA), with a maturity date of June 24, 2027. The June Unsecured Debentures may be prepaid on a pro rata basis from and after the third anniversary of the Closing Date of the Recapitalization Transaction upon prior written notice to the Unsecured Lender without premium or penalty.The host debt, classified as a liability using the guidance of ASC 470, was recognized at the carrying value of $14.9 million. Interest is to be paid in kind by adding the interest accrued on the principal amount on the last day of each fiscal quarter (the first such interest payment date being June 30, 2022) and such amount thereafter becoming part of the principal amount, which will accrue additional interest. Interest paid in kind will be payable on the date when all of the principal amount is due and payable.For the year ended December 31, 2025, interest expense and accretion expense of $2.0 million and $1.1 million, respectively, were recorded on the consolidated statements of operations (December 31, 2024—$1.9 million and $1.0 million, respectively). The terms of the Unsecured DPA impose certain restrictions on the Company’s operating and financing activities, including certain restrictions on the Company’s ability to: incur certain additional indebtedness; grant liens; make certain dividends and other payment restrictions affecting the Company’s subsidiaries; issue shares or convertible securities; and sell certain assets. The terms of the Unsecured DPA do not have any financial covenants or market value test, and ICM is in compliance with the terms of the June Unsecured Debentures as of December 31, 2025. The June Unsecured Debentures are classified as long-term debt, net of issuance costs on the consolidated balance sheets. Certain of the Secured Lenders and Consenting Unsecured Lenders, including Gotham Green Fund 1, L.P., Gotham Green Fund 1 (Q), L.P., Gotham Green Fund II, L.P., Gotham Green Fund II (Q), L.P., Gotham Green Credit Partners SPV 1, L.P., Gotham Green Partners SPV V, L.P., Oasis Investments II Master Fund LTD., Senvest Global (KY), LP, Senvest Master Fund, LP, Parallax Master Fund, L.P. and Hadron Healthcare and Consumer Special Opportunities Master Fund, held greater than 5.0% of the outstanding common shares of the Company upon the closing of the Recapitalization Transaction. As principal owners of the Company, certain of the Consenting Unsecured Lenders are considered to be related parties.(d) Additional Secured Debentures Pursuant to the terms of the Secured DPA, ICM issued an additional $25.0 million of June Secured Debentures (the "Additional Secured Debentures") on June 24, 2022 which accrue interest at the rate of 8.0% per annum increasing to 11.0% per annum upon the occurrence of an Event of Default (as defined in the Secured DPA), with a maturity date of June 24, 2027.The host debt, classified as a liability using the guidance of ASC 470, was recognized at the carrying value of $25.0 million. Interest is to be paid in kind by adding the interest accrued on the principal amount on the last day of each fiscal quarter (the first such interest payment date being June 30, 2022) and such amount thereafter becoming part of the principal amount, which will accrue additional interest. Interest paid in kind will be payable on the date when all of the principal amount is due and payable. For the year ended December 31, 2025, interest expense of $2.6 million, was recorded on the consolidated statements of operations (December 31, 2024 - $2.4 million). The terms of the Secured DPA impose certain restrictions on the Company’s operating and financing activities, including certain restrictions on the Company’s ability to: incur certain additional indebtedness; grant liens; make certain dividends and other payment restrictions affecting the Company’s subsidiaries; issue shares or convertible securities; and sell certain assets. The Additional Secured Debentures are secured by all current and future assets of the Company and ICM. The terms of the Secured DPAs do not have any financial covenants or market value test, and ICM is in compliance with the terms of the Additional Secured Debentures as of December 31, 2025. The Additional Secured Debentures are classified as long-term debt, net of issuance costs on the consolidated balance sheets. Certain of the Secured Lenders and Consenting Unsecured Lenders, including Gotham Green Fund 1, L.P., Gotham Green Fund 1 (Q), L.P., Gotham Green Fund II, L.P., Gotham Green Fund II (Q), L.P., Gotham Green Credit Partners SPV 1, L.P., Gotham Green Partners SPV V, L.P., Oasis Investments II Master Fund LTD., Senvest Global (KY), LP, Senvest Master Fund, LP, Parallax Master Fund, L.P. and Hadron Healthcare and Consumer Special Opportunities Master Fund, held greater than 5.0% of the outstanding common shares of the Company upon the closing of the Recapitalization Transaction. As principal owners of the Company, certain of the Consenting Unsecured Lenders are considered to be related parties.Note 10 - Share Capital (a) Share Capital Authorized: Unlimited common shares. The shares have no par value. The Company’s common shares are voting and dividend-paying. The following is a summary of the common share issuances for the year ended December 31, 2025: •On January 9, 2025, the Company issued common shares totaling 41,667 with respect to the Cheetah Acquisition (Refer to Note 4).•On January 14, 2025, the Company issued 26,661 common shares for vested restricted stock units (“RSUs”). The Company withheld 1,029 common shares to satisfy employees’ tax obligations of less than $0.1 million.•On April 1, 2025, the Company issued 213 common shares for vested RSUs. The Company withheld 67 common shares to satisfy employees’ tax obligations of less than $0.1 million. •On April 23, 2025, the Company withheld 9,910 common shares for RSUs to satisfy employees' tax obligations of $0.1 million. •On July 8, 2025, the Company issued 4,733 common shares for vested RSUs. The Company withheld 2,229 common shares to satisfy employees’ tax obligations of less than $0.1 million.•On August 15, 2025, the Company issued common shares totaling 41,666 with respect to the Cheetah Acquisition (Refer to Note 4).•On September 30, 2025, the Company issued 67,478 common shares for vested RSUs. The Company withheld 30,117 common shares to satisfy employees’ tax obligations of $0.2 million.•On November 14, 2025, the Company issued common shares totaling 41,667 with respect to the Cheetah Acquisition (Refer to Note 4). The following is a summary of the common share issuances for the year ended December 31, 2024. •On January 2, 2024, the Company issued common shares totaling 20,000 for the Hi-Med Settlement Agreement (Refer to Note 14).•On January 5, 2024, the Company issued 23,461 common shares for vested RSUs. The Company withheld 2,300 common shares to satisfy employees’ tax obligations of less than $0.1 million.•On February 2, 2024, the Company issued common shares totaling 2,000 for vested RSUs.•On February 27, 2024, the Company issued 61,314 common shares to the holders of the Senior Secured Bridge Notes to satisfy the amendment fee pertaining to the 2024 NJ Amendment.•On April 24, 2024, the Company issued common shares totaling 486 for vested RSUs. The Company withheld 162 common shares to satisfy employees’ tax obligations of less than $0.1 million.•On July 2, 2024, the Company issued common shares totaling 17,977 for vested RSUs. The Company withheld 6,423 common shares to satisfy employees’ tax obligations of less than $0.1 million.•On October 8, 2024, the Company issued common shares totaling 66,345 for vested RSUs. The Company withheld 19,830 common shares to satisfy employees’ tax obligations of $0.1 million.•On December 13, 2024, the Company issued common shares totaling 5,000 for the Ninth Square Settlement Agreement (Refer to Note 14).(b) Potentially Dilutive Securities The following table summarizes potentially dilutive securities, and the resulting common share equivalents outstanding as of December 31, 2025 and 2024: December 31, 2025 December 31, 2024 Common share options 7,877 7,877 Restricted stock units 381,258 325,539 Total 389,135 333,416 (c) Equity Incentive Plans On December 31, 2021, the Board approved the Company’s Amended and Restated Omnibus Incentive Plan (the “Omnibus Incentive Plan”) dated October 15, 2018, whereas, the Company may award stock options or RSUs (the "Awards") to board members, officers, employees or consultants of the Company. The Omnibus Incentive Plan authorizes the issuance of up to 20% of the number of outstanding shares of common stock of the Company.Awards generally vest over a three-year period and the estimated fair value of the Awards at issuance is recognized as compensation expense over the related vesting period.Stock Options The Company's stock options are currently held by two former officers of the Company which have fully vested on July 10, 2023. Share-based compensation expense related to stock options for the year ended December 31, 2025 was $Nil (December 31, 2024 — $Nil), and is presented in selling, general and administrative expenses on the consolidated statements of operations. The following table summarizes certain information in respect of option activity during the period: Year Ended December 31, 2025 Year Ended December 31, 2024 Units Weighted AverageExercise Price Weighted Average Contractual Life Units Weighted AverageExercise Price Weighted Average Contractual Life Options outstanding, beginning 7,877 $ 0.05 5.53 7,877 $ 0.05 6.78 Granted — — — — — — Cancellations — — — — — — Forfeitures — — — — — — Expirations — — — — — — Options outstanding, ending (1) 7,877 $ 0.05 4.53 7,877 $ 0.05 5.53 (1)As of December 31, 2025, 7,877 of the stock options outstanding were exercisable (December 31, 2024—7,877). The Company used the Black-Scholes option pricing model to estimate the fair value of the options at the grant date using the following ranges of assumptions: The expected volatility was estimated by using the historical volatility of the Company. The expected life in years represents the period of time that options granted are expected to be outstanding. In accordance with Staff Accounting Bulletin (“SAB”) Topic 14, the Company uses the simplified method for estimating the expected term. The Company believes the use of the simplified method is appropriate due to the employee stock options qualifying as “plain-vanilla” options under the criteria established by SAB Topic 14. The risk-free rate was based on the United States bond yield rate at the time of grant of the award. Expected annual rate of dividends is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. There was no stock option activity for the years ended December 31, 2025 and 2024.Restricted Stock Units On December 31, 2021, the Board approved a long-term incentive program, pursuant to which, on July 26, 2022, the Company issued certain employees of the Company and its subsidiaries, RSUs, under the Company’s Omnibus Incentive Plan. RSUs represent a right to receive a single common share that is both non-transferable and forfeitable until certain conditions are satisfied. On December 31, 2021 and June 23, 2022, the Board approved the allocation of 363,921 and 26,881 RSUs, respectively, to Board members, directors, officers, and key employees of the Company. The RSUs granted by the Company vest upon the satisfaction of both a service-based condition of three years and a liquidity condition, the latter of which was not satisfied until the closing of the Recapitalization Transaction. As the liquidity condition was not satisfied until the closing of the Recapitalization Transaction, in prior periods, the Company had not recorded any expense related to the grant of RSUs. Share-based compensation expense in relation to the RSUs is recognized using the graded vesting method, in which compensation costs for each vesting tranche is recognized ratably from the service inception date to the vesting date for that tranche. The fair value of the RSUs is determined using the Company’s closing stock price on the grant date. Certain RSU recipients were also holders of the Original Awards, which were cancelled upon closing the Recapitalization Transaction. The RSUs granted to these employees have been treated as replacement awards (the “Replacement RSUs”) and are accounted for as a modification to the Original Awards. As the fair value of the Original Awards was $Nil on the modification dates, the incremental compensation cost recognized is equal to the fair value of the Replacement RSUs on the modification date, which shall be recognized over the remaining requisite service period. Periodically, the Board awards RSUs to its members and officers. On November 26, 2024, the Board awarded 144,500 RSUs to four Board members. The RSUs shall vest over a period of one year. The fair value of RSUs is determined on the grant date and is amortized over the vesting period on a straight-line basis.On April 25, 2025, the Board awarded 5,672 RSUs to four officers. The RSUs shall vest over a period of one year. The fair value of RSUs is determined on the grant date and is amortized over the vesting period on a straight-line basis.The most recent issuances were on September 29, 2025, where 250 RSUs were issued to an employee and on December 1, 2025, where 149,332 RSUs were issued to six officers. The RSUs vest over a period of one to three years. The fair value of RSUs is determined on the grant date and is amortized over the vesting period on a straight-line basis.During the year ended December 31, 2025, the Company recognized $1.8 million of share-based compensation expense associated with the RSUs (December 31, 2024 — $2.1 million). Share-based compensation expense is presented in selling, general and administrative expenses on the consolidated statements of operations. As of December 31, 2025, there was approximately $1.7 million of total unrecognized compensation cost related to unvested RSUs which is expected to be recognized over a weighted-average service period of one year.The following table summarizes certain information in respect of RSU activity during the period: Year Ended December 31, 2025 Year Ended December 31, 2024 Units WeightedAverageGrant Price Units WeightedAverageGrant Price Unvested balance, beginning 298,877 $ 0.01 315,668 $ 0.02 Granted 155,254 0.00 144,500 0.01 Vested (186,757 ) 0.01 (126,957 ) 0.02 Forfeited (450 ) 0.01 (34,334 ) 0.02 Unvested balance, ending 266,924 $ 0.01 298,877 $ 0.01 Note 11 - Segment Information Management, including the Company’s Chief Executive Officer, who is considered the Company’s Chief Operating Decision Maker (“CODM”) (as defined in the FASB ASC Topic 280 Segment Reporting), assesses segment performance based on segment revenues, gross margins, and net income/(loss). For instance, the CODM uses both segment gross profit and segment profit/loss from operations to allocate resources (including labor or capital resources) to each of the geographical locations (entities) in the forecasts. An analysis of the gross profit from the regions enables decisions regarding marketing activities, additional investments or scale back of expansion plans, as well as implementation of cost management strategies. The Company divides its reportable operating segments primarily by geographic region. The Company has two reportable operating segments: Eastern Region and Western Region. The Eastern Region includes the Company’s operations in Florida, Maryland, Massachusetts, New York, New Jersey, Illinois, and Pennsylvania. The Western Region includes the Company’s operations in Arizona and results from the Nevada business through June 24, 2024 when it was sold and subsequently deconsolidated. The two geographic regions are looked at separately by the CODM and Company’s management as the operations within those regions are in different stages of development. The operations comprising the Western Region are more established than those in the Eastern Region. Most of the Company’s financial and operational growth is being driven by the Eastern Region. Both the Eastern Region and the Western Region segments generate revenues from the sale of cannabis products through retail dispensaries as well as wholesale supply agreements. The “Other” category in the disclosure below comprises items not separately identifiable to the two reportable operating segments and are not part of the measures used by the Company when assessing the reportable operating segments’ results. It also includes items related to operating segments of the Company that did not meet the quantitative thresholds under ASC 280-10-50-12 to be considered reportable operating segments, nor did they meet the aggregation criteria under ASC 280-10-50-11 to qualify for aggregation with one of the two reportable operating segments of the Company. All inter-segment profits are eliminated upon consolidation. Reportable Segments Year Ended December 31, 2025 2024 Revenues, net of discounts Eastern Region(1) $ 133,605 $ 128,553 Western Region(2) 10,381 39,014 Total $ 143,986 $ 167,567 Gross profit Eastern Region $ 61,025 $ 60,219 Western Region 4,672 14,895 Total $ 65,697 $ 75,114 Operating expenses: Selling, general and administrative expenses Eastern Region $ 39,531 $ 34,555 Western Region 3,474 8,360 Other 17,881 19,267 Total $ 60,886 $ 62,182 Depreciation and amortization Eastern Region $ 13,995 $ 15,186 Western Region 2,161 7,033 Other 1,059 462 Total $ 17,215 $ 22,681 Write-downs, (recoveries) and other charges, net Eastern Region $ 2,814 $ (1,985 ) Western Region — 429 Other 199 320 Total $ 3,013 $ (1,236 ) Income (loss) from operations Eastern Region $ 4,684 $ 12,463 Western Region (963 ) (927 ) Other (19,139 ) (20,049 ) Total $ (15,418 ) $ (8,513 ) Other income (expenses), net Eastern Region $ 3,823 $ (868 ) Western Region 27,994 (3,307 ) Other (39,565 ) (12,626 ) Total $ (7,748 ) $ (16,801 ) Income tax (benefit) expense Eastern Region $ 9,309 $ 10,440 Western Region 2,251 8,513 Other 5,478 (36,631 ) Total $ 17,038 $ (17,678 ) Net income (loss) Eastern Region $ (1,878 ) $ 1,157 Western Region 24,780 (12,749 ) Other (63,105 ) 3,956 Total $ (40,203 ) $ (7,636 ) (1)Eastern region includes revenue from the sale of our new Cheetah brand of products in Illinois and Pennsylvania.(2)Western region no longer includes Nevada operations as results were deconsolidated as of June 24, 2024. Supplemental Segment Disclosures: Year Ended December 31, 2025 2024 Purchase of property, plant and equipment Eastern Region $ 25,288 $ 5,232 Western Region — 189 Other 377 98 Total $ 25,665 $ 5,519 Purchase of other intangible assets Eastern Region $ — $ 20 Other 4,826 185 Total $ 4,826 $ 205 As of December 31, As of December 31, 2025 2024 Assets Eastern Region $ 225,124 $ 212,007 Western Region 8,454 40,124 Other 22,408 18,912 Total $ 255,986 $ 271,043 Major Customers Major customers are defined as customers that each individually accounted for greater than 10% of the Company’s annual revenues. For the years ended December 31, 2025 and 2024, no sales were made to any one customer that represented in excess of 10% of the Company’s total revenues. Geographic Information As of December 31, 2025 and 2024, substantially all of the Company’s assets were located in the United States and all of the Company’s revenues were earned in the United States. Disaggregated Revenues The Company disaggregates revenues into categories that depict how the nature, amount, timing and uncertainty of the revenues and cash flows are affected by economic factors. For the years ended December 31, 2025 and 2024, the Company disaggregated its revenues as follows: Year Ended December 31, 2025 2024 Revenues, net of discounts iAnthus branded products $ 63,168 $ 84,904 Third party branded products 55,128 64,506 Wholesale/bulk/other products 25,690 18,157 Total $ 143,986 $ 167,567 Note 12 - Financial Instruments Fair values have been determined for measurement and/or disclosure purposes based on the following methods. The Company characterizes inputs used in determining fair value using a hierarchy that prioritizes inputs depending on the degree to which they are observable. The levels of the fair value hierarchy are as follows: •Level 1 – fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities; •Level 2 – fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and •Level 3 – fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs). The carrying values of cash, receivables, payables and accrued liabilities approximate their fair values because of the short- term nature of these financial instruments. Balances due to and due from related parties have no terms and are payable on demand, thus are also considered current and short-term in nature, hence carrying value approximates fair value. The component of the Company’s long-term debt attributed to the host liability is recorded at amortized cost. Investments in debt instruments that are held to maturity are also recorded at amortized cost. The following table summarizes the fair value hierarchy for the Company’s financial assets and financial liabilities that are re-measured at their fair values periodically: As of December 31, 2025 As of December 31, 2024 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Financial assets Long term investments $ 2 $ — $ 840 $ 842 $ 10 $ — $ 853 $ 863 Financial liabilities Contingent consideration payable $ — $ — $ 3,407 $ 3,407 $ — $ — $ 3,127 $ 3,127 There were no transfers or change in valuation method between Level 1, Level 2, and Level 3 within the fair value hierarchy during the years ended December 31, 2025 and 2024. Financial Assets The Company’s investment in 4 Front Venture Corp. as of December 31, 2025 and 2024, is considered to be a Level 1 instrument because it is comprised of shares of a public company, and there is an active market for the shares and observable market data, or inputs are now available. Level 1 investments are comprised of equity investments which are re-measured at fair value using quoted market prices. Level 3 investments are comprised of two investments made by the Company in which it holds an equity interest. These two investments are in The Pharm Stand, LLC and Island Thyme, LLC. There have been no changes to Level 3 investments between December 31, 2025 and 2024. The Company exercises significant influence for one of these investments and therefore records this investment under the equity method. The investment was initially recognized at cost and the Company recognizes its proportionate share of earnings and losses from the investment each reporting period.The following table summarizes the changes in Level 1 and Level 3 financial assets: Financial Assets 4Front Venture Corp. The Pharm Stand, LLC Island Thyme, LLC Balance as of December 31, 2023 $ 56 — $ 679 Additions — 125 260 Revaluations (46 ) — — Loss on equity method investments — — (211 ) Balance as of December 31, 2024 $ 10 $ 125 $ 728 Additions — — — Revaluations (8 ) — — Loss on equity method investments — — (13 ) Balance as of December 31, 2025 $ 2 $ 125 $ 715 The Company’s financial and non-financial assets such as prepayments, other assets including equity accounted investments, property, plant and equipment, and intangibles, are measured at fair value when there is an indicator of impairment and are recorded at fair value only when an impairment charge is recognized. Financial Liabilities The following table summarizes the changes in the Company's Level 3 financial liabilities: Financial Liabilities Contingent Consideration Payable Balance as of December 31, 2024 $ 3,127 Consideration paid — Revaluations 280 Balance as of December 31, 2025 $ 3,407 As of December 31, 2025, the current portion of the contingent consideration payable is $1.1 million and is presented within accrued and other current liabilities on the consolidated balance sheets.The Company’s contingent consideration payable relates to the additional Earn-Out to be paid as part of the Cheetah Acquisition and is categorized as a Level 3 financial instrument within the fair value hierarchy, as specific valuation techniques using unobservable inputs is required. The Company is using a probability-weighted average scenario approach in assigning probabilities across multiple outcomes of the potential EBITDA earned from Cheetah which forms the basis of the Earn-Out. These assumptions include financial forecasts, discount rates, and growth expectations. As of December 31, 2025, the discount rate applied was the Company's incremental borrowing rate of 13.9% and growth expectations on potential EBITDA earned from Cheetah were in the range of 36% to 89% in 2026, and 0% to 20% in 2027. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s management.The following table summarizes the Company’s long-term debt instruments (Refer to Note 9) at their carrying value and fair value: As of December 31, 2025 As of December 31, 2024 Carrying Value Fair Value Carrying Value Fair Value June Unsecured Debentures $ 24,855 $ 23,831 $ 21,750 $ 20,142 June Secured Debentures 160,772 154,569 144,913 134,096 Secured Notes 8,359 8,089 14,968 15,223 Other — — 696 687 Total $ 193,986 $ 186,489 $ 182,327 $ 170,148 Note 13 - Commitments In the ordinary course of business, the Company enters into contractual agreements with third parties that include non-cancelable payment obligations, for which it is liable in future periods. These arrangements can include terms binding the Company to minimum payments and/or penalties if it terminates the agreement for any reason other than an event of default as described in the agreement. The following table summarizes the Company’s contractual obligations and commitments as of December 31, 2025: 2026 2027 2028 2029 2030 Operating leases $ 7,195 $ 6,849 $ 6,883 $ 6,668 $ 5,987 Service and other contracts 1,986 148 162 — — Long-term debt — 226,338 — 97 111 Contingent consideration payable from Cheetah Acquisition 1,087 2,319 — — — Total $ 10,268 $ 235,654 $ 7,045 $ 6,765 $ 6,098 The Company’s commitments include employees, consultants and advisors, as well as leases and construction contracts for offices, dispensaries and cultivation facilities in the U.S. and Canada. The Company has certain operating leases with renewal options extending the initial lease term for an additional one to 15 years. Sale of Certain Massachusetts AssetsOn February 9, 2024, ICH's wholly-owned subsidiary, Mayflower Medicinals Inc. ("Mayflower"), entered into an Asset Purchase Agreement (the "MA Purchase Agreement") with an unaffiliated third-party buyer (the "MA Buyer"), pursuant to which, Mayflower agreed to sell certain of its assets associated with its Holliston, Massachusetts cultivation and product manufacturing facility (the "Purchased Assets") for $3.0 million (the "Purchase Price"). The transaction closed on September 27, 2024 (the "MA Closing Date"). On the MA Closing Date, $0.5 million was paid in cash (the "Cash Closing Payment"), while the remaining $2.5 million of the Purchase Price will be paid in installments pursuant to two promissory notes (the "MA Notes") as follows: $0.5 million to be paid in equal monthly installments over eight months with interest accruing at 7% per annum, and $2.0 million to be paid in equal monthly installments over 36 months with interest accruing at 7% per annum. As security for payments under the notes, Mayflower executed a security agreement, granting it a first priority lien on the Purchased Assets. The proceeds from the Cash Closing Payment was used by the Company to satisfy certain federal tax obligations. The Company recognized a gain on disposal of $2.6 million, which was the difference between the aggregate fair value of the consideration and the carrying value of the net assets disposed as of the MA Closing Date, which was presented in "recoveries, write-downs and other charges, net" on the consolidated statements of operations for the year ended December 31, 2024. Since the MA Closing Date, the Company has not received any of the scheduled payments pursuant to the MA Notes from the MA Buyer. As a result, during the year ended December 31, 2025, the Company recorded credit loss provisions $1.8 million, which is included within "write-downs, recoveries, and other charges, net" on the consolidated statements of operations. As of December 31, 2025, the MA Notes, net of credit loss provisions is $0.5 million (December 31, 2024 - $2.3 million), which is the portion of the MA Notes that is secured for repayment via a pledge, under a guarantor's agreement executed by the parties.Divesture of Nevada BusinessOn February 23, 2024, the Company's wholly-owned subsidiary, GreenMart of Nevada NLV, LLC ("GMNV") entered into an Asset Purchase Agreement (the "NV Purchase Agreement") with an unaffiliated, third-party buyer (the "NV Buyer"), pursuant to which, GMNV agreed to sell substantially all of the assets of GMNV to the NV Buyer, including GMNV's co-located medical and adult-use cultivation and production facility in North Las Vegas, Nevada, its adult-use dispensary in Las Vegas, Nevada, and its two conditional adult-use dispensary licenses to be located in Henderson and Reno, Nevada (the "Business"). After closing adjustments, the aggregate proceeds to be received from the sale are $5.9 million (the "Purchase Price"). Of the total Purchase Price, $3.5 million was paid in cash at the closing of the NV Purchase Agreement ("NV Closing") and the remaining balance of the Purchase Price is to be paid on a quarterly basis, beginning six months after the NV Closing, over 36 months with interest accruing at 8% per annum. On February 23, 2024, GMNV also entered into a Management Agreement (the "NV Management Agreement"), pursuant to which, the NV Buyer's affiliated entity (the "Manager"), will assume full operational and managerial control of the Business, which was approved by the NV CCB and became effective as of June 24, 2024 (the “NV Management Agreement Effective Date”). As of the NV Management Agreement Effective Date, all operational control of GMNV was transferred to the Manager and the Company determined that it no longer had a controlling financial interest as of the NV Management Agreement Effective Date. The Company recognized an initial gain of $2.1 million, which was the carrying value of the net liabilities disposed from deconsolidation on the NV Management Agreement Effective Date, which was presented in "interest and other income" on the consolidated statements of operations for the year ended December 31, 2024. The NV Closing was subject to, among other customary conditions, receipt of approval of the Nevada Cannabis Compliance Board (the "NV CCB"). On March 20, 2025, the Company received approval from the NV CCB for the NV Purchase Agreement and transfer of the licenses to the NV Buyer. The effective closing date of the NV Closing is March 31, 2025 (the "NV Closing Date"). On the NV Closing Date, the Company received $3.5 million in cash of the Purchase Price, while the remainder is paid through quarterly repayments by way of a promissory note (the "NV Note") issued by the NV Buyer, in respect of which quarterly repayments commenced in September 2025. Accordingly, the Company recognized a gain of $5.7 million, which is the aggregate fair value of the consideration to be received from the Buyer, which is presented in "interest and other income" on the consolidated statements of operations for the year ended December 31, 2025. As of December 31, 2025, the balance outstanding on the NV Note including accrued interest was $2.2 million, of which, $1.1 million is classified within "other current assets" on the consolidated balance sheets. Sale of Certain Arizona AssetsOn February 6, 2025, the Company entered into definitive agreements (the "AZ Purchase Agreements") with an unaffiliated third-party buyer (the "AZ Buyer"), pursuant to which the Company agreed to sell three dispensaries and two processing/cultivation facilities in Arizona for aggregate consideration of approximately $36.5 million (the "AZ Transaction"). The AZ Transaction includes two dispensaries, a processing facility and a cultivation/processing facility located in Mesa, Arizona as well as one dispensary located in Phoenix, Arizona (collectively, the "Facilities"). Following the closing of the AZ Transaction, the Company will continue to operate one dispensary in Mesa, Arizona. Pursuant to the AZ Purchase Agreements, the Company agreed to sell and the AZ Buyer agreed to acquire, substantially all of the assets related to or used in connection with the Facilities, including, but not limited to, all cannabis licenses associated with such businesses and related real property (collectively, the "AZ Purchased Assets"), together with certain assumed liabilities related to the AZ Purchased Assets. The closing of the Transaction is subject to customary conditions precedent, including the receipt of applicable consents and regulatory approvals. The purchase price for the AZ Purchased Assets is approximately $36.5 million and will consist of approximately $20 million of cash payable at closing, subject to certain adjustments, and a secured promissory note to be issued by the AZ Buyer in the principal amount of $16.5 million (the "AZ Note"). The AZ Note will bear interest at a rate of six percent per annum compounded annually, with a term of 66 months. The AZ Transaction closed on February 14, 2025, with an effective closing date of February 10, 2025, which is the date the AZ Buyer assumed the financial benefit and risk relating to the AZ Purchased Assets. At this time, the Company received cash net of closing adjustments of $15.8 million and recognized the fair value of consideration receivable under the AZ Note of $13.5 million. Accordingly, the Company recognized a gain on deconsolidation of $6.3 million, which was difference between the aggregate fair value of the consideration and the carrying value of the net assets disposed from deconsolidation, which is presented in "interest and other income" on the consolidated statements of operations for the year ended December, 2025. On August 29, 2025 (the "AZ Note Closing Date"), the Company entered into a Promissory Note Purchase Agreement (“AZ Note Purchase Agreement”) with an unaffiliated third-party buyer (the “AZ Note Purchaser”) for the sale of the AZ Note. Pursuant to the AZ Note Purchase Agreement and as of the AZ Note Closing Date, the Company agreed to sell, assign, and transfer to the AZ Note Purchaser all its right, title, and interest in the AZ Note and related security documents (collectively, the “AZ Note Assets”). The aggregate consideration for the AZ Note Assets is $11.3 million, which is payable as follows: (i) $10.1 million in cash on the AZ Note Closing Date, subject to certain adjustments for transaction costs, and (ii) $1.2 million to be held in an escrow account to meet any shortfall amounts as contained in the AZ Note Purchase Agreement, with any outstanding balance in the escrow account to be transferred to the Company on the first anniversary of the AZ Note Closing Date. Prior to the sale of the AZ Note, the balance including accrued interest on the AZ Note was $12.7 million. Following the AZ Note Closing Date, the Company recognized a loss of $1.4 million, which was the difference between the aggregate fair value of the consideration and the carrying value of the AZ Note, which is presented in "interest and other income" on the consolidated statements of operations for the year ended December 31, 2025. Note 14 - Contingencies and Guarantees The Company is involved in lawsuits, claims, and proceedings, including those identified below, which arise in the ordinary course of business. In accordance with the FASB ASC Topic 450 Contingencies, the Company will make a provision for a liability when it is both probable that a loss has been incurred and the amount of the loss can be reasonably estimated. The Company believes it has adequate provisions for any such matters. The Company reviews these provisions in conjunction with any related provisions on assets related to the claims at least quarterly and adjusts these provisions to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel and other pertinent information related to the case. Should developments in any of these matters outlined below cause a change in the Company’s determination as to an unfavorable outcome and result in the need to recognize a material provision, or, should any of these matters result in a final adverse judgment or be settled for significant amounts, they could have a material adverse effect on the Company’s results of operations, cash flows, and financial position in the period or periods in which such a change in determination, settlement or judgment occurs. The Company expenses legal costs relating to its lawsuits, claims and proceedings as incurred. The Company has been named as a defendant in several legal actions and is subject to various risks and contingencies arising in the normal course of business. Based on consultation with counsel, management and legal counsel is of the opinion that the outcome of these uncertainties will not have a material adverse effect on the Company’s financial position. The events that allegedly gave rise to the following claims occurred prior to the Company’s closing of the MPX Acquisition in February 2019 are as follows: On May 29, 2019, Walmer Capital Limited (“Walmer”) and Island Investments Holdings Limited (“Island”) filed a statement of claim in the Ontario Superior Court of Justice against MPX Bioceutical ULC (“MPX ULC”). The claim arose from the debentures (the “MPX Debentures”) issued by MPX Bioceutical Corporation (“MPX Corporation”) in May 2018, the majority of which debentures were redeemed on April 24, 2019 by MPX ULC, a wholly-owned subsidiary of the Company and the successor entity to MPX Corporation following the MPX Acquisition. MPX ULC withheld the redemption of approximately $1.3 million of the original subscription amount of the MPX Debentures as MPX ULC was unable to confirm valid payment of such debentures (the “Disputed Debentures”). The plaintiffs’ statement of claim alleged that the plaintiffs were entitled to the Disputed Debentures and sought immediate conversion of such debentures into the Company’s common shares. In addition, the plaintiffs sought damages including, but not limited to, for breach of the Disputed Debentures and related indenture in the amount of $111.0 million and breach of a security subordination agreement in the amount of $3.5 million. On July 2, 2019, Walmer, Island, Walmer’s principal, Alastair Crawford (“Crawford”), Broughton Limited (“Broughton”) and Puddles 8 Limited (“Puddles”) filed a petition in British Columbia against the Company and its then directors based on the same facts as alleged in the statement of claim filed by Walmer and Island in the Ontario Superior Court of Justice and seeking a declaration that the respondents engaged in oppressive or unfairly prejudicial conduct and resulting damages. In September 2019, the parties to the Ontario action and the British Columbia petition agreed to consolidate the two proceedings into one action that addresses all issues in the British Columbia petition and agreed to discontinue the separate proceedings. On August 23, 2019, Walmer, Island, Crawford, Broughton and Puddles filed a notice of civil claim in the Supreme Court of British Columbia against MPX ULC, the Company and its then directors consolidating the allegations made in the previously commenced Ontario action and British Columbia petition and seeking, among other things: (i) a mandatory order compelling MPX ULC and the Company to convert the Disputed Debentures into common shares of the Company; (ii) damages for breach of the Disputed Debentures (and indentures) and breach of fiduciary obligations in the amount of $111.0 million; (iii) damages for breach of a security subordination agreement in the amount of $3.5 million; (iv) damages for breach of a consultancy agreement in the approximate amount of $0.4 million plus approximately $0.2 million plus certain warrants; and (v) damages for breach of the duty of good faith in the amount of $1.0 million. On October 31, 2019, the Company and MPX ULC served the plaintiffs with a response and counterclaim. On December 3, 2019, the plaintiffs served (i) a notice of application seeking an order to strike the Company’s and MPX ULC’s counterclaim against Timothy Childs, Island’s principal, in his personal capacity, on the basis that it alleges no cause of action against him and (ii) a notice of application for summary judgment. On February 11, 2020, the Company’s directors filed a defense to the plaintiffs’ claim with the Supreme Court of British Columbia. On August 22, 2023, Walmer, Island, Broughton, Crawford and Puddles filed a Notice of Intention to Proceed with their claim. On June 4, 2025, the plaintiffs filed an Amended Notice of Civil Claim (the "Amended Claim"), which, among other things, revised the relief sought by the plaintiffs. Pursuant to the Amended Claim, the plaintiffs are seeking: (i) damages for failure to pay the Disputed Debentures in the amount of $1.8 million plus bonus and interest; (ii) damages for breach of a consultancy agreement in amount of $0.4 million plus approximately $0.2 million; and (iii) damages for breach of the duty of good faith owed to the plaintiffs in the amount of $1.0 million. The Company and MPX ULC filed its response and counterclaim on July 4, 2025.In addition, the Company is currently reviewing the following matters with legal counsel and has not yet determined the range of potential losses: In October 2018, Craig Roberts and Beverly Roberts (the “Roberts”) and the Gary W. Roberts Irrevocable Trust Agreement I, Gary W. Roberts Irrevocable Trust Agreement II, and Gary W. Roberts Irrevocable Trust Agreement III (the “Roberts Trust” and together with the Roberts, the “Roberts Plaintiffs”) filed two separate but similar declaratory judgment actions in the Circuit Court of Palm Beach County, Florida against GrowHealthy Holdings, LLC (“GrowHealthy Holdings”) and the Company in connection with the acquisition of substantially all of GrowHealthy Holdings’ assets by the Company in early 2018. The Roberts Plaintiffs sought a declaration that the Company must deliver certain share certificates to the Roberts without requiring them to deliver a signed Shareholder Representative Agreement to GrowHealthy Holdings, which delivery was a condition precedent to receiving the Company share certificates and required by the acquisition agreements between GrowHealthy Holdings and the Company. In January 2019, the Circuit Court of Palm Beach County denied the Roberts Plaintiffs’ motion for injunctive relief, and the Roberts Plaintiffs signed and delivered the Shareholder Representative Agreement forms to GrowHealthy Holdings while reserving their rights to continue challenging the validity and enforceability of the Shareholder Representative Agreement. The Roberts Plaintiffs thereafter amended their complaints to seek monetary damages in the aggregate amount of $22.0 million plus treble damages. On May 21, 2019, the court issued an interlocutory order directing the Company to deliver the share certificates to the Roberts Plaintiffs, which the Company delivered on June 17, 2019, in accordance with the court’s order. On December 19, 2019, the Company appealed the court’s order directing delivery of the share certificates to the Florida Fourth District Court of Appeal, which appeal was denied per curiam. On October 21, 2019, the Roberts Plaintiffs were granted leave by the Circuit Court of Palm Beach County to amend their complaints in order to add purported claims for civil theft and punitive damages, and on November 22, 2019, the Company moved to dismiss the Roberts Plaintiffs’ amended complaints. On May 1, 2020, the Circuit Court of Palm Beach County heard arguments on the motions to dismiss, and on June 11, 2020, the court issued a written order granting in part and denying in part the Company’s motion to dismiss. Specifically, the order denied the Company’s motion to dismiss for lack of jurisdiction and improper venue; however, the court granted the Company’s motion to dismiss the Roberts Plaintiffs’ claims for specific performance, conversion and civil theft without prejudice. With respect to the claim for conversion and civil theft, the Circuit Court of Palm Beach County provided the Roberts Plaintiffs with leave to amend their respective complaints. On July 10, 2020, the Roberts Plaintiffs filed further amended complaints in each action against the Company including claims for conversion, breach of contract and civil theft including damages in the aggregate amount of $22.0 million plus treble damages, and on August 13, 2020, the Company filed a consolidated motion to dismiss such amended complaints. On October 26, 2020, Circuit Court of Palm Beach County heard argument on the consolidated motion to dismiss, denied the motion and entered an order to that effect on October 28, 2020. Answers on both actions were filed on November 20, 2020 and the parties commenced discovery. On September 9, 2021, the Roberts Plaintiffs filed a motion to consolidate the two separate actions, which motion was granted on October 14, 2021. On August 6, 2020, the Roberts filed a lawsuit against Randy Maslow, the Company’s now former Interim Chief Executive Officer, President, and director, in his individual capacity (the “Maslow Complaint”), alleging a single count of purported conversion. The Maslow Complaint was not served on Randy Maslow until November 25, 2021, and the allegations in the Maslow Complaint are substantially similar to those allegations for purported conversion in the complaints filed against the Company. On March 28, 2022, the court consolidated the action filed against Randy Maslow with the Roberts Plaintiffs’ action for discovery and trial purposes. As a result, the court vacated the matter’s initial trial date of May 9, 2022 and the case has not been reset for trial yet. On April 22, 2022, the parties attended a court required mediation, which was unsuccessful. On May 6, 2022, the Circuit Court of Palm Beach County granted Randy Maslow’s motion to dismiss the Maslow Complaint. On May 19, 2022, the Roberts filed a second amended complaint against Mr. Maslow (“Amended Maslow Complaint”). On June 3, 2022, Mr. Maslow filed a motion to dismiss the Amended Maslow Complaint, which was denied on September 9, 2022. On April 12, 2023, the Circuit Court of Palm Beach County set this matter for a jury trial to occur sometime between June 5, 2023 and August 11, 2023; however, the court rescheduled the jury trial and did not set a new trial date. On April 14, 2023, the Roberts Plaintiffs filed a partial Motion for Summary Judgment on liability for the Roberts Plaintiffs' claims for breach of contract and the Company filed a competing Motion for Summary Judgment on all claims against the Company. On April 21, 2023, Mr. Maslow also filed a Motion for Summary Judgment. All of the motions remain pending. On February 27, 2024, the Roberts Plaintiffs filed a Notice for Jury Trial with the Circuit Court of Palm Beach County, notifying the court that the matter was ready to be set for trial. On April 19, 2024, the Roberts Plaintiffs filed a Motion for Speedy Trial due to the ages and health of the Roberts Plaintiffs. On May 14, 2024, the court issued a scheduling order that, among other things, set this matter for a jury trial to occur sometime between October 21, 2024 and December 27, 2024; however, due to competing schedules of the parties, the court elected to specially set the trial. On October 15, 2024, the court issued an order specially setting the trial to begin on January 14, 2025; however, the court has vacated this trial date. On December 13, 2024, the court denied each of the parties' respective Motions for Summary Judgment. Further, the parties have been ordered by the court to attend mediation, which occurred on March 7, 2025 and was ultimately unsuccessful. On March 21, 2025, the court issued an order specially setting the trial to begin on April 8, 2025 and on the same day, the Company filed an objection to the order on the basis that that it was not timely issued. Also on March 21, 2025, the court scheduled a case management conference for March 28, 2025 and referred this matter to non-binding arbitration beginning on April 8, 2025. The parties attended non-binding arbitration on April 15, 2025, the results of which are confidential. On March 31, 2025, the court issued an order specially setting the trial to begin on June 17, 2025. On June 15, 2025, the parties executed a settlement agreement (the "Roberts Settlement Agreement"), pursuant to which, the Company agreed to pay the Roberts Plaintiffs a total sum of $5.5 million, payable as follows: (i) $1,250,000 within five (5) business days of executing the Roberts Settlement Agreement; (ii) $150,000 on January 5, 2026; and (iii) starting January 5, 2026, $4.1 million in equal monthly installments over thirty-six (36) months, bearing simple interest rate of 6% per year. On June 16, 2025, the parties filed a Joint Stipulation to Dismiss this matter with prejudice, which was approved by the court on June 17, 2025.On July 23, 2020, Blue Sky Realty Corporation filed a putative class action against the Company and the Company’s former Chief Financial Officer in the Ontario Superior Court of Justice (“OSCJ”) in Toronto, Ontario. On September 27, 2021, the OSCJ granted leave for the plaintiff to amend its claim (“Amended Claim”). In the Amended Claim, the plaintiff seeks to certify the proposed class action on behalf of two classes. “Class A” consists of all persons, other than any executive level employee of the Company and their immediate families (“Excluded Persons”), who acquired the Company’s common shares in the secondary market on or after April 12, 2019, and who held some or all of those securities until after the close of trading on April 5, 2020. “Class B” consists of all persons, other than Excluded Persons, who acquired the Company’s common shares prior to April 12, 2019, and who held some or all of those securities until after the close of trading on April 5, 2020. Among other things, the plaintiff alleges statutory and common law misrepresentation, and seeks an unspecified amount of damages together with interest and costs. The plaintiff also alleges common law oppression for releasing certain statements allegedly containing misrepresentations inducing Class B members to hold the Company’s securities beyond April 5, 2020. No certification motion has been scheduled. The Amended Claim also changed the named plaintiff from Blue Sky Realty Corporation to Timothy Kwong. The hearing date for the motion for leave to proceed with a secondary market claim under the Securities Act (Ontario) has been vacated. The parties have reached a settlement in principle, and November 16, 2023, the OSCJ certified the class for settlement purposes only. On February 20, 2024, the OSCJ held the settlement approval hearing and on March 8, 2024, issued its decision rejecting the proposed settlement. On August 19, 2021, Arvin Saloum (“Saloum”), a former consultant of the Company, filed a Demand for Arbitration with the American Arbitration Association (the “Arbitration Action”) against The Healing Center Wellness Center, Inc. (“THCWC”) and iAnthus Arizona, LLC (“iA AZ”), claiming a breach of a Consulting and Joint Venture Agreement (the “JV Agreement”) for unpaid consulting fees allegedly owed to Saloum under the JV Agreement. Saloum is claiming damages between $1.0 million and $10.0 million. On September 7, 2021, THCWC and iA AZ filed Objections and Answering Statement to Saloum’s Demand for Arbitration. On November 18, 2021, THCWC and iA AZ filed a Complaint for Declaratory Judgment (“Declaratory Judgment Complaint”) with the Arizona Superior Court, Maricopa County (“Arizona Superior Court”), seeking declarations that: (i) the JV Agreement is void, against public policy and terminable at will; (ii) the JV Agreement is unenforceable and not binding; and (iii) the JV Agreement only applies to sales under the Arizona Medical Marijuana Act. On January 21, 2022, Saloum filed an Answer with Counterclaims in response to the Declaratory Judgment Complaint. The Declaratory Judgment Complaint remains pending before the Arizona Superior Court. The Arbitration Action is stayed, pending resolution of the Declaratory Judgment Complaint. On April 25, 2023, the parties attended a mediation, which was unsuccessful. The parties are currently engaging in discovery. On March 23, 2026, Saloum filed a Partial Motion for Summary Judgment, seeking a declaration that the JV Agreement is binding upon THCWC, iA AZ and the Company (collectively, the "iAnthus Parties") because: (i) the iAnthus Parties ratified the JV Agreement by making payments to Saloum; (ii) the iAnthus Parties assumed the obligations under the JV Agreement in connection with the MPX Acquisition; (iii) the MPX Acquisition was a de-facto merger, meaning MPX Corporation's obligations became the iAnthus Parties'; and (iv) the iAnthus Parties are stopped from denying the enforceability of the JV Agreement because Saloum relied upon the iAnthus Parties' performance. The iAnthus Parties’ response is due on April 23, 2026.On May 23, 2022, CGX Life Sciences, Inc. (“CGX”), a wholly-owned subsidiary of the Company, filed a demand for arbitration (the “CGX Arbitration”) with the American Arbitration Association (“AAA”) against LMS Wellness, Benefit LLC (“LMS”) and its 100% owner, William Huber (“Huber” and together with LMS, the “Defendants”) for various breaches under the option agreements entered into between CGX and LMS, on the one hand, and CGX and Huber on the other (collectively, the “Option Agreements”). Specifically, CGX is seeking: (i) an order finding the Defendants in breach of the Option Agreements and directing specific performance by the Defendants of their obligations under the Option Agreements to complete the sale and transfer of LMS to CGX; (ii) an order either tolling or extending the closing date under the Option Agreements; (ii) an order requiring Huber to restore LMS’ bank account of all sums withdrawn for the payment of contracts entered into in breach of the Option Agreements; and (iii) an order prohibiting Huber from withdrawing any further funds from LMS’ bank account. On June 8, 2022, the Defendants filed an Answering Statement, denying the allegations raised by CGX and sent a notice to CGX, purporting to terminate the Option Agreements. In addition, on June 8, 2022, LMS filed a demand for arbitration (the “S8 Arbitration”) with the AAA against S8 Management, LLC (“S8”), alleging that S8 breached the Amended and Restated Management Services Agreement (the “MSA”) entered into between LMS and S8 on March 12, 2018. On June 24, 2022, the Defendants filed Motion to Consolidate the CGX Arbitration and S8 Arbitration. On July 5, 2022, CGX filed an opposition to the Defendants’ Motion to Consolidate and a cross-Motion to Stay the S8 Arbitration to allow the CGX Arbitration to proceed first. On July 26, 2022, the parties attended a preliminary conference with the arbitrator, at which conference the arbitrator preliminarily granted the Defendants’ Motion to Consolidate and denied CGX’s cross-Motion to Stay the S8 Arbitration. On October 7, 2022, CGX filed a dispositive motion for specific performance of Defendants’ obligations to complete the sale of LMS to CGX (claims (i) and (ii), above), which Defendants opposed. On October 31, 2022, the arbitrator granted CGX’s dispositive motion and ordered Defendants to complete the sale of LMS to CGX. The remaining claims asserted in the CGX Arbitration (claims (iii) and (iv), above) and the S8 Arbitration remain pending. On November 30, 2022, Defendants filed a Petition to Vacate Arbitration Award. CGX’s filed its response on January 30, 2023, and subsequently the Defendants filed a Request for Hearing on February 3, 2023. The Circuit Court for Baltimore County had a hearing on the Petition to Vacate Arbitration Award on February 21, 2024, and on March 4, 2024, the Circuit Court for Baltimore County denied Defendants' Petition to Vacate Arbitration Award. On April 8, 2024, the Defendants submitted the required ownership transfer paperwork to the Maryland Cannabis Administration (the "MCA") to request approval of the transfer of ownership of LMS to CGX following the denial of the Defendants' Petition to Vacate Arbitration Award. Also on April 8, 2024, the Defendants requested that the MCA either deny the ownership transfer of LMS to CGX, or delay their consideration of the request until the S8 Arbitration is complete. On April 22, 2024, the MCA notified the parties that it will wait to consider the request to transfer ownership of LMS to CGX until the S8 Arbitration is complete. Beginning on July 15, 2024, the parties attended a hearing regarding claims (iii) and (iv) in the CGX Arbitration and the claims in the S8 Arbitration. The parties filed post-hearing briefs on August 27, 2024 and oral argument regarding the post-hearing briefs was held on September 16, 2024. On September 24, 2024, the arbitrator issued his final award, in which he denied the claims of all parties in the CGX Arbitration and S8 Arbitration. Upon completion of the CGX Arbitration and S8 Arbitration, CGX continued to pursue regulatory approval of the transfer of ownership of LMS to CGX from the MCA. On March 4, 2025, the MCA approved the transfer of 100% of the ownership of LMS to CGX.Pursuant to the terms of the Option Agreements, LMS and Huber are required to close the transaction and transfer 100% of the membership interests of LMS to CGX within two (2) business days of receipt of the MCA's approval, as that was the final closing condition to be satisfied. Accordingly, CGX demanded that LMS and Huber close no later than March 7, 2025. LMS and Huber failed to close and on March 10, 2025, CGX filed a Motion to Enforce Judgment to mandate that LMS and Huber transfer ownership of LMS to CGX, among other things. LMS and Huber have not responded to CGX's motion yet. On March 7, 2025, LMS filed an action in the Circuit Court for Anne Arundel County, seeking a writ of mandamus, temporary restraining order and preliminary injunction against the MCA on the basis that the MCA violated the law by issuing its March 4, 2025 approval regarding the transfer of 100% of the ownership of LMS to CGX. Specifically, LMS is seeking an order that the MCA be compelled to rescind its approval because ownership of LMS's license cannot be transferred for five (5) years, or until July 1, 2028, because LMS converted its medical-only license to a dual license on July 1, 2023. On March 12, 2025, the MCA filed its opposition to LMS, arguing, among other things, that the court order exception to the 5-year restriction on transfers applies. Also on March 12, 2025, CGX intervened and filed an opposition to LMS, incorporating the MCA's opposition. On March 14, 2025, the parties attended a court conference and the court denied LMS's motion for a temporary restraining order. On April 18, 2025, the court granted CGX’s Motion to Enforce Judgment and ordered LMS and Huber to close the transaction and transfer 100% of the membership interests of LMS to CGX no later than April 21, 2025. On April 21, 2025, LMS complied with the court’s order and CGX now owns 100% of LMS. As a result, this matter is now resolved.On June 20, 2023, LMS filed a complaint in the United States District Court for the District of Maryland against the Company and three wholly-owned subsidiaries of the Company (the "iAnthus Defendants"), alleging conversion, RICO violations and unjust enrichment and seeking damages in excess of $4.5 million, plus treble damages (the "Federal Complaint"). The allegations in the Federal Complaint appear substantially similar to, and appear to arise from substantially the same operative facts as, those alleged by LMS in the CGX Arbitration, the S8 Arbitration, and in support of the Defendants' Petition to Vacate Arbitration Award. The iAnthus Defendants deny LMS’s allegations alleging unlawful conduct. The iAnthus Defendants filed a Motion to Dismiss (Or Stay the Proceedings) the Federal Complaint on September 11, 2023. On March 12, 2024, the Court granted the iAnthus Defendants' motion and administratively stayed the Federal Complaint pending the outcome of the CGX Arbitration and the S8 Arbitration. On November 1, 2024, LMS filed a voluntary notice of dismissal, dismissing the Federal Complaint. On November 4, 2024, the court ordered that LMS’s notice of dismissal be adopted and further ordered that the Federal Complaint be dismissed.On June 20, 2022, Michael Weisser (“Weisser”) commenced a petition (the “Petition”) in the Supreme Court of British Columbia (the “Court”) against the Company and the Company’s former board of directors. In the Petition, Weisser sought: (i) a declaration that the affairs of Company and its then-board of directors were being conducted or have been conducted in a manner that is oppressive and/or prejudicial to Weisser; (ii) an order that Weisser is entitled to call and hold the Company’s annual general meeting for 2020 ( “2020 AGM”) on or before June 30, 2022 or a date set by the Court as soon as reasonably possible; (iii) alternatively, an order that the Company hold the 2020 AGM on or before June 30, 2022 or a date set by the Court as soon as reasonably possible; (iv) an order that the Company set the record date for the 2020 AGM; (v) an order that Weisser is entitled to appoint a chair for the 2020 AGM, or that the Court appoint an independent chair for the 2020 AGM; and (vi) an order that the Company be required to provide Weisser with an opportunity to review all votes and proxies submitted in respect of the 2020 AGM, no later than 24 hours in advance of the 2020 AGM. On June 22, 2022, Weisser was granted a short leave by the Court which permitted a return date for the Petition of June 28, 2022. On June 24 2022, the Company closed the Recapitalization Transaction and the Company noticed the 2020 AGM, the annual general meeting for 2021 (“2021 AGM”) and the annual general meeting for 2022 (the “2022 AGM” and together with the 2020 AGM and 2021 AGM, the “AGMs”). As a result, Weisser’s Petition was rendered moot. On November 14, 2022, Weisser filed an application (the “Application”) in the Petition proceeding, seeking to add the Secured Lenders and Consenting Unsecured Lenders as respondents to the Petition and to amend the Petition. Specifically, Weisser is seeking to amend the Petition to request: (i) a declaration that the affairs of the Secured Lenders, Consenting Unsecured Lenders, the Company and the powers of its then-directors have been and are continuing to be conducted in a manner that is oppressive and/or prejudicial to Weisser; (ii) an order setting aside and/or unwinding the closing of the Recapitalization Transaction; (iii) an order setting aside the results of the Company’s annual general meeting held August 11, 2022; (iv) an order that the 2020 AGM be held by December 31, 2022; (v) an order that the Company set the record date for the 2020 AGM to hold the meeting by December 31, 2022; (vi) an order that for purposes of voting at the 2020 AGM, the shareholdings of the Company be those shareholdings that existed prior to the closing of the Recapitalization Transaction; (vii) an order that Weisser is entitled to appoint a chair for the 2020 AGM, or that the Court appoint an independent chair for the 2020 AGM; (viii) an order that the Company be required to provide Weisser with an opportunity to review all votes and proxies submitted in respect of the 2020 AGM, no later than 24 hours in advance of the 2020 AGM; and (ix) an order that pending the 2020 AGM, the Company’s current board of directors be replaced by an interim slate of directors to be nominated by Weisser. On May 2, 2023, ICH and its former directors filed their response to the Petition, opposing all orders sought by Weisser, in part, as the Petition is barred by the releases in the Plan of Arrangement and constitutes a collateral attack on Justice Gomery's order approving the Plan. Weisser has not requested a hearing date on the Petition yet. On April 5, 2023, Canaccord Genuity Corp. ("Canaccord") filed a Statement of Claim against the Company in the OSCJ pursuant to an engagement letter (as amended, the "Engagement Letter") entered into by and between Canaccord and the Company. Specifically, Canaccord alleges that it is owed a cash fee equal to approximately $2.2 million(the "Alleged Fee") pursuant to the Engagement Letter as a result of the closing of the Recapitalization Transaction. The Company filed its Statement of Defense on May 17, 2023 in which, the Company disputes that it owes the Alleged Fee on the basis that the Recapitalization Transaction closed outside of the tail period of the Engagement Letter, which expired on November 4, 2021. The Company also filed a counterclaim against Canaccord, seeking the repayment of $0.3 million payment mistakenly made by the Company towards the Alleged Fee in October 2022. On November 3, 2023, Canaccord filed a Motion for Summary Judgment, requesting that the court grant Canaccord's claim for the Alleged Fee. The hearing on Canaccord's Motion for Summary Judgment was held on June 26, 2025. On August 8, 2025, the parties executed a settlement agreement, pursuant to which, the Company agreed to pay Canaccord a total sum of $2.0 million, payable as follows: (i) $0.3 million by August 20, 2025; and (ii) $1.7 million in 24 equal monthly installments, beginning on September 19, 2025.Note 15 - Related Party Transactions December 31, December 31, 2025 2024 Financial Statement Line Item Long-term debt, net of issuance costs (1) 188,088 177,925 Accrued and other current liabilities 4,032 9,461 Total $ 192,120 $ 187,386 (1)Upon the closing of the Recapitalization Transaction, certain of the Company’s lenders held greater than 5.0% of the voting interests in the Company and therefore are classified as related parties. Refer to Note 9 for further discussion. Pursuant to the terms of the Secured DPA, the Company has a related party payable of $6.3 million due to certain of the New Secured Lenders, including Gotham Green Fund 1, L.P., Gotham Green Fund 1 (Q), L.P., Gotham Green Fund II, L.P., Gotham Green Fund II (Q), L.P., Oasis Investment Master II Fund LTD., Senvest Global (KY), LP, Senvest Master Fund, LP and Hadron Healthcare and Consumer Special Opportunities Master Fund, for certain out-of-pocket costs, charges, fees, taxes and other expenses incurred by the New Secured Lenders in connection with the closing of the Recapitalization Transaction (the “Deferred Professional Fees”). These New Secured Lenders held greater than 5.0% of the outstanding common shares of the Company upon the closing of the Recapitalization Transaction and are therefore considered to be related parties. The Company had until December 31, 2022, to pay the Deferred Professional Fees ratably based on the amount of each New Secured Lender’s Deferred Professional Fees. The Deferred Professional Fees accrued simple interest at the rate of 12.0% from the Closing Date until December 31, 2022. Beginning with the first business day of the month following December 31, 2022, interest shall accrue on the Deferred Professional Fees at the rate of 20.0% calculated on a daily basis and is payable on the first business day of every month until the Deferred Professional Fees and accrued interest thereon is paid in full.On February 5, 2025, the Company entered into consent and release agreement with Secured Lenders to utilize cash proceeds upon the closing of the AZ Transaction to payments in the amount of $5.0 million towards the principal amount outstanding under the Deferred Professional Fees. In addition, the Secured Lenders agreed to reduce the outstanding amount of the Deferred Professional fees by $1.0 million and reduce interest to 8% on the remaining balance. On September 2, 2025, the Company applied cash proceeds from the sale of the AZ Note, utilizing $0.3 million toward the remaining principal and $0.9 million toward accrued interest under the Deferred Professional Fees. As of December 31, 2025, the outstanding related party portion of the Deferred Professional Fees including accrued interest was $2.2 million (December 31, 2024 – $9.2 million). The related party balance is presented in accrued and other current liabilities on the consolidated balance sheets.Pursuant to the terms of 2024 NJ Amendment, interest accruing after February 16, 2024 will be payable in cash on the last day of each fiscal quarter (the first such interest payment date being May 16, 2024). As of December 31, 2025 the outstanding related party portion of the interest payable was $0.1 million (December 31, 2024 - $0.2 million) presented in accrued and other current liabilities on the consolidated balance sheets.Note 16 - Income Taxes Income tax (benefit) expense for the years ended December 31, 2025 and 2024 consisted of the following: 2025 2024 Current income (benefit) tax expense Federal $ 16,355 $ (9,215 ) State 683 11,811 Total current income tax expense 17,038 2,596 Deferred income tax recoveries Federal — (16,053 ) State — (4,221 ) Total deferred income tax benefit — (20,274 ) Income tax (benefit) expense $ 17,038 $ (17,678 ) Income tax expense differed from the amount computed by applying the federal statutory tax rate of 21.0% for the years ended December 31, 2025 and 2024 due to the following: 2025 2024 Pretax loss at federal statutory rate $ (4,865 ) 21.0% $ (5,316 ) 21.0% State income taxes, net of federal expense (362 ) -1.6% (244 ) 1.0% Foreign income taxes (428 ) -1.8% (848 ) 3.3% Non-deductible items 328 1.4% 1,065 -4.2% True-up of income taxes payable 11,232 48.5% (6,573 ) 26.0% Uncertain tax positions 4,821 20.8% 5,363 -21.2% Other items (5,226 ) -22.6% (20 ) 0.1% Change in valuation allowance 11,538 49.8% (11,105 ) 43.9% Income tax (benefit) expense $ 17,038 73.6% $ (17,678 ) 69.8% The tax effects of temporary differences that give rise to significant portions of the deferred income tax assets and liabilities as of December 31, 2025 and 2024 are presented below: 2025 2024 Deferred income tax assets: Net operating loss carryforwards $ 39,401 $ 52,183 Interest expense carryforwards 44,875 35,596 Stock based compensation 14,173 12,486 Intangible assets 5,019 6,650 Property, plant and equipment 3,126 6,696 Inventories 41 166 Other items 9,047 1,103 115,682 114,880 Valuation allowance (95,973 ) (94,151 ) Deferred income tax assets $ 19,709 $ 20,729 Deferred income tax liabilities: Intangibles resulting from acquisitions (19,709 ) (20,729 ) Deferred income tax liabilities (19,709 ) (20,729 ) Net deferred income tax liabilities $ — $ — As of December 31, 2025, the Company has Canadian non-capital loss carryforwards of $131.1 million available to offset future income which will expire in the years 2026 through 2043. As of December 31, 2025, the Company has federal net operating loss carryforwards of approximately $152.5 million with a portion that will begin to expire in the years 2035 through 2037. Additionally, the Company has net operating loss carryforwards for state purposes aggregating $142.1 million as of December 31, 2024, of which a portion will begin to expire in the years 2028 through 2043. For the year ended December 31, 2025, the Company has established a full valuation allowance based on management’s assertion that certain deferred tax assets, related to net operating loss carryforwards, are not realizable in the near future due to operating losses incurred as we continue to expand the business and Section 163(j) limitation on interest expense deductibility. In general, under Section 382 of the U.S. Internal Revenue Code of 1986, as amended, a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its pre-change net operating loss carryforwards (“NOLs”) to offset future taxable income. Similarly, where control of a corporation has been acquired by a person or group of persons, subsection 111(5) of the Income Tax Act (Canada), and equivalent provincial income tax legislation restrict the corporation’s ability to carry forward non-capital losses from preceding taxation years. The Company concluded that the Recapitalization Transaction which closed on June 24, 2022 did not qualify as an acquisition of control for Canadian tax purposes; therefore, the Company’s existing Canadian non-capital losses are unlimited and continue to have a full valuation allowance set against its deferred tax assets. The U.S. NOLs will be subject to a substantial annual limitation arising from the Company’s ownership changes. As a result, a full valuation allowance has been recorded by the Company on these deferred tax assets as well as any Section 163(j) interest limitation deduction carryforwards. The Section 382 limitation is increased by recognized built-in gain (“RBIG”) in the five-year period following the change date to the extent that the value of the loss corporation’s assets exceed the tax basis of these assets. Under the Section 338 approach, assets are treated as generating RBIG even if these assets are not disposed of during the five-year recognition period. The Company is in the process of reviewing the tax basis of their fixed assets so it can compare it to the deemed selling price under Section 382 of the code. The Company is expecting that this calculation may result in a RBIG that would increase the Section 382 limitation available over the next five years. The Company files income tax returns in Canada, Luxembourg, United States and various state and local tax jurisdictions. The Company’s income tax years open to examination are 2013 through 2020 in Canada, and 2019 through 2022 in the United States. The Company record uncertain tax position when a tax position does not meet the 50% more-likely-than-not threshold. For the years ended December 31, 2025 and December 31, 2024, there was $106.9 million and $81.4 million, respectively in unrecognized tax benefits that if recognized, would impact our effective tax rate. As the Company operates in the cannabis industry within the United States, the Company considers Internal Revenue Code (“IRC”) Section 280E which generally allows a deduction for certain expenses directly related to sales of product. Based on our legal interpretation, we have established a reserve for uncertain tax positions related to the differences that would arise under IRC Section 280E. 2025 2024 Unrecognized tax benefits: Beginning balance $ 81,371 $ — Additions for tax positions related to current year 17,392 81,371 Additions for tax positions related to prior years 8,137 — Balance as of December 31, 2025 $ 106,900 $ 81,371 Note 17 – Consolidated Statements of Cash Flows Supplemental Information (a) Cash payments made on account of: Year Ended December 31, 2025 2024 Income taxes (including interest and penalties) $ 7,669 $ 4,402 Interest 1,486 1,525 (b) Changes in other non-cash operating assets and liabilities are comprised of the following: Year Ended December 31, 2025 2024 Decrease (increase) in: Accounts receivables, net $ 4,372 $ (1,762 ) Prepaid expenses (1,345 ) (190 ) Inventories, net (4,493 ) 1,570 Other current assets (1,776 ) 1,194 Other long-term assets 1,769 (641 ) Operating leases (1,659 ) (2,196 ) (Decrease) increase in: Accounts payable 1,935 (2,003 ) Accrued and other current liabilities (2,273 ) (55,362 ) Other non-current liabilities 2,532 (518 ) Uncertain tax position liabilities 10,220 54,304 $ 9,282 $ (5,604 ) (c) Depreciation and amortization are comprised of the following: Year Ended December 31, 2025 2024 Property, plant and equipment $ 7,003 $ 8,774 Operating lease ROU assets 2,075 2,055 Intangible assets 10,212 13,907 $ 19,290 $ 24,736 (d) Write-downs, (recoveries) and other charges, net are comprised of the following: Year Ended December 31, 2025 2024 Account receivable $ 306 $ 1,181 Notes receivable 1,808 — Share issuance — 320 Operating lease ROU assets — (136 ) Intangible assets 85 — Property, plant and equipment 814 (2,601 ) $ 3,013 $ (1,236 ) (e) Significant non-cash investing and financing activities are as follows: Year Ended December 31, 2025 2024 Supplemental Cash Flow Information: Non-cash consideration for paid-in-kind interest $ 14,820 $ 13,951 Non-cash issuance of shares for the Cheetah Acquisition 1,167 — Non-cash issuance of shares from Senior Secured Bridge Notes Amendment — 1,581 Assets classified as assets held for sale — 23,572 Liabilities classified as held for sale (2,347 ) Non-cash issuance of shares for legal settlements — 355 Non-cash issuance of Senior Secured Bridge Notes — 14,345 Non-cash extinguishment of Senior Secured Bridge Notes — (15,813 ) Note 18 - Subsequent Events Legal Proceedings Please refer to Note 14 for further discussion. Extension of INJ Senior Secured Bridge NotesOn February 16, 2026, the Company entered into amending agreements (the "2026 Bridge Notes Amendment") to the senior secured bridge notes (the “Senior Secured Bridge Notes”) originally issued by INJ on February 2, 2021, with the collateral agent and certain holders of the Senior Secured Bridge Notes in the aggregate initial principal amount of $11 million and having a maturity date of February 16, 2026. Pursuant to the 2026 Bridge Notes Amendment, the maturity date of the Bridge Notes has been extended from February 16, 2026, to June 24, 2027 in consideration of an amendment fee equal to two percent (2%) of the principal amount of such Senior Secured Bridge Notes as of the date of the 2026 Bridge Notes Amendment, payable on the amended maturity date. As of February 16, 2026, the aggregate principal amount outstanding on the Bridge Notes is approximately $8.4 million.Issuance of Common SharesOn January 6, 2026, the Company issued 113,424 common shares for vested RSUs to certain employees and directors. The Company withheld 910 common shares to satisfy employees' tax obligations of less than $0.1 million. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls Our Chief Executive Officer and our Chief Financial Officer have evaluated the effectiveness of our “disclosure controls and procedures” as of December 31, 2025, the end of the period covered by this Annual Report on Form 10-K. The term “disclosure controls and procedures” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files under the Exchange Act is accumulated and communicated to a company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Based on the evaluation of our disclosure controls and procedures as of December 31, 2025, our Chief Executive Officer and our Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were not effective due to material weaknesses, which could adversely affect our ability to record, process, summarize, and report financial data. Such weaknesses include: (1) We did not perform reviews of relevant Service Organization Control Reports for key third party service providers; (2) We did not perform an effective risk assessment or monitor internal controls over financial reporting.We have developed a plan to remediate the material weaknesses, which includes dedicating additional resources to assess and improve our ITGCs, and (ii) developing a roadmap to become SOX compliant by the required deadline. Management’s Annual Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rule 13a-15(f). Internal control over financial reporting is a process designed under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with GAAP. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. As of December 31, 2025, under the supervision and with the participation of our management, including Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework—2013. Based on this assessment, our management concluded that, as of December 31, 2025, our internal control over financial reporting was not effective due to material weaknesses in our internal control over financial reporting related to certain matters, including: (1) We did not perform reviews of relevant Service Organization Control Reports for key third party service providers; (2) We did not perform an effective risk assessment or monitor internal controls over financial reporting.In light of these material weaknesses, we performed additional analysis and other post-closing procedures to ensure the reliability of financial reporting and that our financial statements were prepared in accordance with GAAP. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.Our management with oversight from the Audit Committee of the Board of Directors have developed a plan to remediate these material weaknesses, which includes: (i) dedicate additional resources to assess and improve our ITGCs, and (iii) develop roadmap to become SOX compliant by the required deadline. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects. The material weaknesses will not be considered remediated, however, until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the exemption provided to issuers that are not “large accelerated filers” nor “accelerated filers” under the Dodd-Frank Wall Street Reform and Consumer Protection Act. Changes in Internal Control Over Financial Reporting There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(d) and 15d-15(d) under the Exchange Act) which occurred during the quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.ITEM 9B. OTHER INFORMATION Trading Arrangements During the quarterly period ended December 31, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.Additional Information None.ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. None. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The following table sets forth the name, age and positions of our executive officers and directors as of March 24, 2026. NAME AGE POSITION Richard Proud 45 Chief Executive Officer and Director Justin Vu 41 Chief Financial Officer Michelle Mathews-Spradlin 58 Chair of the Board Scott Cohen 56 Director Alexander Shoghi 43 Director Kenneth W. Gilbert 74 Director The business background and certain other information about our directors and executive officers is set forth below. Richard Proud. Mr. Proud was appointed to serve as the Company's Chief Executive and as a director of the Company's Board of Directors on July 17, 2023. Mr. Proud brings 20 years of leadership experience across cannabis, retail, wholesale, and international selling channels. Prior to joining iAnthus, Mr. Proud was most recently Executive Vice President of Revenue for Curaleaf - a vertically integrated multi-state cannabis operator and served in that role from June 2022 through July 2023. Mr. Proud also held the titles of Senior Vice President of Assortment Planning and Inventory Management and Vice President of Assortment Planning with Curaleaf between September 2020 through June 2022. Prior to joining Curaleaf, Mr. Proud was Head of Planning for Grassroots Cannabis from August 2019 to September 2020, which is when Grassroots Cannabis was acquired by Curaleaf. Prior to that, Mr. Proud held executive level positions for globally recognized consumer retail brands: Abercrombie & Fitch, Hollister, and Garage. Mr. Proud holds a Bachelor of Arts degree from The University of Georgia. The Company believes Mr. Proud is qualified to serve as a director of the Company because of his experience and background as an executive in cannabis and retail operations.Justin Vu. Mr. Vu was appointed to serve as the Company's Interim Chief Financial Officer on April 5, 2024, and the Company's permanent Chief Financial Officer on January 6, 2025. Mr. Vu joined the Company as its Senior Vice President of Finance and Strategy and was in that role since early 2023 until he was appointed the Company's Interim Chief Financial Officer. Prior to joining iAnthus, Mr. Vu worked as a financial consultant, including time with Irwin Naturals, a mass market nutraceutical brand, where he facilitated Irwin’s initial public offering and entrance into the psychedelic mental health care space. Prior to that, Mr. Vu worked within the media and entertainment industry, most recently serving as Director of Global Finance at Warner Bros. Mr. Vu holds a Master of Business Administration degree from UCLA’s Anderson School of Management and a bachelor’s degree in business economics from the University of California, Santa Barbara. He is a Certified Public Accountant in the state of California.Michelle Mathews-Spradlin. From 1993 until her retirement in 2011, Ms. Mathews-Spradlin worked at Microsoft Corporation (Nasdaq: MSFT) (“Microsoft”), where she served as Chief Marketing Officer and previously held several other key leadership positions. Prior to her employment with Microsoft, Ms. Mathews-Spradlin worked in the United Kingdom as a communications consultant for Microsoft from 1989 to 1993. She also held various roles at General Motors Co. from 1986 to 1989. As the CMO and SVP of Microsoft, Ms. Mathews-Spradlin oversaw the company’s global marketing function, including the household brands of Windows, Office, Xbox, Internet Explorer and Bing. Ms. Mathews-Spradlin led Microsoft’s consumer and business-to-business marketing to hundreds of millions of global customers. She was instrumental in driving the growth of Microsoft’s global business by building several of the world’s leading technology brands. As the most senior woman at Microsoft, she was also a strong advocate for female advancement and personally spearheaded the company’s network and mentoring program for female progression at the company. She retired from Microsoft in 2011, after 22 years. Ms. Mathews-Spradlin currently serves on the board of directors of The Wendy’s Company (Nasdaq: WEN) and in addition serves as a board member of several private companies, including Jacana Holdings Inc., The Bouqs Company and The Brand Tech Group (formerly known as You & Mr. Jones). She also previously served as a board member of Brandtech Group. She is also a digital advisory board member for Unilever PLC (NYSE: UL), a member of the board of trustees of the California Institute of Technology and a member of the executive board of the UCLA School of Theater, Film and Television. The Company believes Ms. Mathews-Spradlin is qualified to serve as a director of the Company because of her experience in senior leadership and C-suite positions. Scott Cohen. Mr. Cohen has over 25 years of professional investment experience, including public and private debt and equity securities. Mr. Cohen is currently a consultant to financially troubled companies and stakeholders, and an active investor in turnaround opportunities. Until 2017, Mr. Cohen was with Silver Rock Financial, a large family office, investing in debt and equity investments. Responsibilities included sourcing of both public and private debt, structuring debt securities and loans, and leading activist and restructuring transactions. Prior to Silver Rock Financial, Mr. Cohen was Managing Director and Portfolio Manager at Cerberus Capital Management (“Cerberus”). At Cerberus, Mr. Cohen’s responsibilities included analyzing, investing, and managing of a portfolio of primarily distressed assets. Most of these investments involved activist or control roles, from leading creditor committees to initiating negotiations with borrowers in restructurings. Mr. Cohen also worked closely with the private equity team at Cerberus on several large transactions, focusing on liability management within portfolio companies. Prior to joining Cerberus, Mr. Cohen worked in Merrill Lynch’s distressed debt trading group from 1992 to 1998, analyzing and investing in distressed corporate situations. From 1990 to 1992 he was an investment banker in Merrill’s High Yield Finance and Restructuring Group. Mr. Cohen is a 1990 graduate of Tufts University. The Company believes Mr. Cohen is qualified to serve as a director of the Company because of his experience and background in both private equity and capital markets. Alexander Shoghi. Mr. Shoghi is a Portfolio Manager at Oasis Management, a private investment management firm headquartered in Hong Kong. Mr. Shoghi joined Oasis in 2005, first based in Hong Kong, and subsequently relocating to the U.S. as the founder and manager of Oasis Capital in Austin, Texas in early 2012. From 2004 to 2005, Mr. Shoghi worked at Lehman Brothers in New York City. Mr. Shoghi holds a Bachelor of Science of Business Administration in Finance and International Business degree from Georgetown University. The Company believes Mr. Shoghi is qualified to serve as a director of the Company because of his experience and background in finance. Kenneth W. Gilbert. From October 2012 until his retirement in December 2017, Mr. Gilbert served as the Group Chief Marketing Officer of VOSS of Norway ASA (“VOSS”), a global manufacturer and marketer of premium bottled water. Prior to joining VOSS, Mr. Gilbert founded and served as the President of RazorFocus, a marketing consultant practice, from May 2005 to October 2012. Prior to that time, he served as President and Chief Operating Officer of UniWorld Group, Inc., a multicultural advertising agency in the U.S., from May 2003 to June 2004. From September 1995 to April 2001, Mr. Gilbert worked at Snapple Beverage Corporation (formerly Snapple Beverage Group, Inc.) (“Snapple”) as Senior Vice President and Chief Marketing Officer, where he led marketing efforts to revitalize the brand and assembled four company brands for successful disposition. Prior to his employment with Snapple, Mr. Gilbert served as Group Account Director at the Messner Vetere Berger Carey Schmetterer RSCG advertising agency from July 1991 to August 1995 and as Senior Vice President and Director of Client Services at UniWorld Group, Inc. from February 1989 to June 1991. Mr. Gilbert served on the board of directors of The Wendy’s Company (Nasdaq: WEN) from 2016 to December 2024. In his former roles as Chief Marketing Officer for VOSS and Snapple, Mr. Gilbert oversaw the company’s marketing function, administered multimillion-dollar budgets, directed internal marketing capabilities, and managed the company’s strategic worldwide brand development, expansion, and distribution. During those years he developed in-depth knowledge and expertise in strategic planning, innovative brand revitalization, risk management, advertising conceptualization and public relations, domestic and international operations, and human capital management. Mr. Gilbert also provides valuable and unique insights into consumer brand positioning strategies, new product development, digital and social media platforms and cultivation of brand recognition and value. The Company believes Mr. Gilbert is qualified to serve as a director of the Company because he possesses extensive experience in global brand management, marketing communications, advertising strategy and sustainability/ESG attributable to his overall professional background as a senior marketing executive in the consumer beverage industry. Family Relationships There are no family relationships among any of our executive officers or directors. Arrangements between Officers and Directors Except as set forth in this Annual Report on Form 10-K, to our knowledge, there is no arrangement or understanding between any of our officers or directors and any other person pursuant to which such officer or director was selected to serve as an officer or director of the Company. Involvement in Certain Legal Proceedings We are not aware of any of our directors or officers being involved in any legal proceedings in the past ten years relating to any matters in bankruptcy, insolvency, criminal proceedings (other than traffic and other minor offenses), or being subject to any of the items set forth under Item 401(f) of Regulation S-K. Audit Committee The main function of the audit committee is to oversee our accounting and financial reporting processes, internal systems of control, independent registered public accounting firm relationships and the audits of our financial statements. The committee’s responsibilities include, among other things: •overseeing the work of the external auditors in preparing or issuing the auditor’s report, including the resolution of disagreements between management and the external auditors regarding financial reporting and audit scope or procedures; •determining whether adequate controls are in place over annual and interim financial reporting as well as controls over our assets, transactions, information systems and the creation of obligations, commitments and liabilities; •reviewing our financial statements; •reviewing transactions with related persons; •reviewing all non-audit services which are proposed to be provided by the external auditors to us or any of our subsidiaries; •establishing procedures for complaints received by us regarding accounting matters; and •reviewing the policies and procedures in effect for considering officers’ expenses and perquisites. Pursuant to the terms of the IRA, the audit committee shall be comprised of one nominee designated by each of the First Investor, the Second Investor and the Third Investor. As of December 31, 2025, our audit committee consisted of Scott Cohen, Michelle Mathews-Spradlin and Alexander Shoghi, with Scott Cohen serving as the chair. Our Board of Directors has determined that Scott Cohen qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K. In addition, after reviewing the qualifications of the members of the audit committee and any relationships they may have with us that might affect their independence, the Board has determined that each of Scott Cohen, Michelle Mathews-Spradlin and Alexander Shoghi is independent.Our Board of Directors adopted a written charter for the audit committee, which is available on our website at www.ianthus.com/team/board-committees. Nominating and Corporate Governance Committee Our nominating and corporate governance committee is responsible for, among other things: •developing and recommending criteria for Board membership and recommending Board nominees including reviewing candidates recommended by our shareholders; •recommending committee nominees; •considering matters of corporate governance; •reviewing and advising regarding the functions of our senior officers; and •reviewing succession plans with respect to our officers. Pursuant to the IRA, the nominating and corporate governance committee shall be comprised of such directors as the Board may determine. As of December 31, 2025, our nominating and corporate governance committee consisted of Alexander Shoghi, Kenneth Gilbert, and Scott Cohen, with Alexander Shoghi serving as the chair. After reviewing the qualifications of the members of the nominating and corporate governance committee and any relationships they may have with us that might affect their independence, the Board has determined that Scott Cohen, Alexander Shoghi, and Kenneth Gilbert are independent. Our Board of Directors adopted a written charter for the nominating and corporate governance committee, which is available on our website at www.ianthus.com/team/board-committees. Compensation Committee Our compensation committee is responsible for assessing whether any of our compensation policies or programs has the potential to encourage excessive risk-taking. Furthermore, our compensation committee discharges the responsibilities of the Board in overseeing our compensation policies, plans and programs and to review and determine the compensation to be paid to our executive officers, directors and other senior management, as appropriate. Our compensation committee is responsible for, among other things: •reviewing and approving our compensation and benefit programs, policies and practices; •setting the compensation of our Chief Executive Officer and approving the compensation of the members of our executive leadership team; •establishing and reviewing annual and long-term performance goals and objectives of our Chief Executive Officer; •reviewing the goals approved by our Chief Executive Officer for the members of our executive leadership team and the performance thereof; •reviewing and making recommendations to the Board regarding director compensation; and •overseeing the administration of our cash-based and equity-based compensation plans. Pursuant to the IRA, the compensation committee of the Board shall be comprised of one nominee designated by the Second Investor together with such other directors as the Board may determine. As of December 31, 2025, our compensation committee consisted of Michelle Mathews-Spradlin as Chair, Alexander Shoghi and Kenneth Gilbert. Michelle Mathews-Spradlin, Alexander Shoghi, and Kenneth Gilbert are each a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act and an outside director, as defined pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended. Our Board of Directors adopted a written charter for the compensation committee, which is available on our website at www.ianthus.com/team/board- committees. Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. To our knowledge, based solely upon a review of Forms 3, 4, and 5 filed with the SEC during the fiscal year ended December 31, 2025, we believe that, except as set forth below, our directors, executive officers, and greater than 10% beneficial owners have complied with all applicable filing requirements during the fiscal year ended December 31, 2025:•Richard Proud, our Chief Executive Officer, failed to report one transaction on time on a Form 4.Code of Business Conduct and Ethics We have adopted a written code of business conduct and ethics that applies to our directors and officers. A copy of the code is filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2020. Disclosure regarding any amendments to, or waivers from, provisions of the code of business conduct and ethics that apply to our directors and officers will be included in a Current Report on Form 8-K, which we will file within four business days following the date of the amendment or waiver. Changes in Nominating Procedures None. Insider Trading Policy The Company has adopted a Disclosure, Confidentiality and Insider Trading Policy, which governs, among other matters, the process and timing of the disclosure by the Company of material information, including those Company officials authorized to disclose such information, as well the purchase, sale and other dispositions of the Company’s securities by the Company’s directors, executive officers, significant shareholders and other insiders who regularly receive material information concerning the Company. We believe our Disclosure, Confidentiality and Insider Trading Policy is reasonably designed to promote, among other things, compliance with insider trading laws, rules and regulations.ITEM 11. EXECUTIVE COMPENSATION Summary Compensation TableThe following table sets forth for the years ended December 31, 2025 and 2024, the compensation awarded to, paid to, or earned by, our principal executive officer and two other most highly compensated executive officers. We refer to these officers as our “named executive officers.” Name and Principal Position Year Salary Bonus (1) StockAwards (3) OptionAwards Nonqualifieddeferredcompensationearnings All othercompensation Total Richard Proud 2025 $ 475,000 $ — $ — $ — $ — 55,843 (2) $ 530,843 Chief Executive Officer 2024 $ 475,000 $ 532,000 $ — — — — $ 1,007,000 Justin Vu 2025 $ 300,000 $ — $ — — — — $ 300,000 Chief Financial Officer 2024 $ 169,600 $ 113,400 $ — — — — $ 283,000 Philippe Faraut 2025 $ — $ — $ — — — 4,437 (5) $ 4,437 Former Chief Financial Officer 2024 $ 82,065 — $ — — — 204,766 (4) $ 286,831 Robert Galvin 2025 $ — $ — $ — — — — $ — Former Interim Chief Executive Officer and Former Interim Chief Operating Officer 2024 $ — — $ 306,470 — — 356,901 (4) $ 663,371 (1)Represents payments of discretionary bonuses for performance during the applicable years, which are discretionary payments as determined by the Board, and as further described below Discretionary Bonus Payments.(2)Represents: (i) $42,973 in tax gross-up payments paid in fiscal year 2025 by the Company on behalf of Mr. Proud to satisfy withholding taxes arising from the sale of common shares in 2025 to cover applicable tax obligations relating to the vesting of RSUs during 2024; and (ii) $12,870 representing the difference between (a) the price at which the Company repurchased 9,910,592 common shares from Richard Proud in 2025 and (b) the fair market value of such shares on the date of repurchase. Such sale of common shares occurred in connection with the Company’s correction of an administrative error in 2024, in which an insufficient number of shares were withheld to satisfy tax withholding obligations upon the vesting of RSUs in 2024. In 2025, the Company discovered the error and repurchased the additional shares that should have been withheld at the time of vesting using the 2024 share price applicable at such time. The Company did not intend to provide, and Mr. Proud did not receive, any additional compensation beyond that was originally associated with the 2024 vesting of RSUs, and the repurchase was effected solely to place Mr. Proud in the position he would have been had the appropriate number of shares been withheld at the time of vesting.(3)Represents the aggregate grant date fair value of RSUs granted for the fiscal year ended December 31, 2025 and December 31, 2024 as determined in accordance with ASC Topic 718, rather than the amount paid to or realized by Robert Galvin, Philippe Faraut, Richard Proud or Justin Vu. (4)For 2024, all other compensation for each Robert Galvin and Philippe Faraut includes the following in connection with payments received under the October Separation Agreement (as defined herein) and the Faraut Separation Agreement (as defined herein), and in each case, for the fiscal year ended December 31, 2024: Name SeparationPayment Bonus COBRAPremiums Paid Time Off Total of All OtherCompensation Philippe Faraut $ 175,000 — $ 7,266 $ 22,500 $ 204,766 Robert Galvin $ 350,000 — $ 6,901 $ — $ 356,901 (5) For 2025, all other compensation for Philippe Faraut includes the following in connection with payment received under the Faraut Separation Agreement for the fiscal year ended December 31, 2025: Name SeparationPayment Bonus COBRAPremiums Paid Time Off Total of All OtherCompensation Philippe Faraut $ — — $ 4,437 $ — $ 4,437 Outstanding Equity Awards as of December 31, 2025 The following table provides information regarding option awards held by each of our named executive officers that were outstanding as of December 31, 2025. Option Awards Stock Awards Name Number ofSecuritiesUnderlyingUnexercisedOptions (#)Exercisable Number ofSecuritiesUnderlyingUnexercisedOptions (#)Unexercisable EquityIncentivePlan Awards:Number ofSecuritiesUnderlyingUnexercisedUnearnedOptions (3) OptionExercisePrice ($) OptionExpirationDate Number ofshares orunits ofstock thathave notvested (#) Marketvalueof shares ofunits ofstock thathave notvested ($)(5) Equityincentiveplan awards:Number ofunearnedshares, unitsor otherrights thathave notvested (#) Equityincentiveplan awards:Market orpayout value ofunearnedshares, units orother rightsthat have notvested ($) Richard ProudChief Executive Officer — — — — — 132,141,243 (1) $ 660,706 — — Justin VuChief Financial Officer 8,633,094 (2) $ 43,165 Philippe Faraut, Former Chief Financial Officer — — — — — — $ — — — Robert Galvin, Former Interim Chief Executive Officer and Former Interim Chief Operating Officer 3,938,678 (3) — — US $ 0.051 47,674 — $ — — — Julius Kalcevich, Former Chief Financial Officer 3,938,678 (4) — — US $ 0.051 47,674 — — — — (1)RSUs granted to Richard Proud on August 31, 2023, which will vest in equal annual installments on August 31, 2025 and August 31, 2026. (2)RSUs granted to Justin Vu on June 27, 2023, which will vest in equal annual installments on June 27, 2025 and June 27, 2026.(3)Replacement stock options granted to Robert Galvin on September 21, 2022, which vested in equal installments on July 10, 2021, July 10, 2022, and July 10, 2023(4)Replacement stock options granted to Julius Kalcevich on September 21, 2022, which fully vested in 2022. (5)Market value determined using the closing stock price of $0.005 per share on the last trading day the fiscal year on December 31, 2024.Richard Proud Employment AgreementWe entered into an employment agreement with Richard Proud (the "Proud Employment Agreement") effective as of July 17, 2023, pursuant to which Mr. Proud currently serves as the Chief Executive Officer of the Company. Pursuant to the Proud Employment Agreement, Mr. Proud receives an annual base salary of $475,000. In addition, Mr. Proud is eligible to receive an annual bonus, with the target annual bonus being 100% of Mr. Proud's annual base salary. Mr. Proud's target annual bonus has a minimum of 0% and a maximum of 200%, based upon individual and/or corporate performance criteria established annually by the Board and Mr. Proud; provided, however, 50% of Mr. Proud's target annual bonus is guaranteed for Mr. Proud's first two years of employment. To be eligible to receive the target annual bonus, Mr. Proud must be employed on the bonus payment date. Pursuant to the Proud Employment Agreement, Mr. Proud also received a grant of RSUs with respect to the common shares of the Company equal to 3% of the common shares of the Company outstanding as of the date of the RSU grant. The grant of the RSUs to Mr. Proud are subject to the terms and conditions of the Company's Omnibus Incentive Plan and related equity award agreement. he RSUs will vest in three equal annual installments on the first three anniversaries of the date of grant of such RSUs, contingent on Mr. Proud remaining employed through each vesting date. The RSUs will immediately fully vest upon the consummation of a Change of Control (as defined in the Proud Employment Agreement). Mr. Proud also received a one-time signing bonus equal to $100,000, which was payable within ten (10) days of the effective date of the Proud Employment Agreement. In addition, Mr. Proud will be entitled to receive personal time off benefits under Company’s policies and any other employee benefits pursuant to any benefit plans maintained by the Company in a manner consistent with other similarly situated employees of the Company. He will also be entitled to reimbursement of reasonable and necessary business-related expenses.In the event of a Change of Control of the Company, either while Mr. Proud is employed or during the first 12 months after the Company terminates Mr. Proud's employment without Cause (as defined in the Proud Employment Agreement), or Mr. Proud resigns for Good Reason (as defined in the Proud Employment Agreement), then he shall be entitled to receive the following upon the consummation of the Change of Control: (i) a lump-sum cash payment equal to the sum of (A) 150% of Mr. Proud's then-current base salary and (B) the amount of any target annual bonus paid to Mr. Proud in the 12 months preceding the Change of Control of the Company; (ii) the acceleration of vesting of his RSU grant; (iii) a fully vested grants of RSUs with an aggregate fair market value equal to $475,000, based on the closing public market price per share on the grant date of the Change of Control RSU award, or, in the event that no public market price exists on such date, then as determined by an independent third party accounting or valuation firm acceptable to both the Company and Mr. Proud; and (iv) if Mr. Proud elects continuation coverage pursuant to COBRA under the Company’s group health plan, the Company shall pay Mr. Proud's COBRA premiums for such coverage until the earlier of (A) 18 months following the date of Mr. Proud's termination of employment, or (B) the date upon which Mr. Proud accepts new employment that offers him medical benefits. In the event that the Company terminates Mr. Proud's employment for any reason other than Cause, death or disability, or if Mr. Proud resigns for Good Reason, then he shall be entitled to receive the following: (i) a lump-sum cash payment equal to 100% of Mr. Proud's then-current base salary (provided, that if such termination of employment is less than 180 days after a Change of Control of the Company, then this paragraph shall not apply); (ii) to the extent unvested, Mr. Proud's RSU grant shall be accelerated and become fully vested on the date of termination; and (iii) if Mr. Proud elects continuation coverage pursuant to COBRA under the Company’s group health plan, the Company shall pay Mr. Proud's COBRA premiums for such coverage until the earlier of (A) 12 months following the date of Mr. Proud's termination of employment, or (B) the date upon which Mr. Proud accepts new employment that offers him medical benefits. The foregoing severance benefits are subject to, among other things, Mr. Proud's execution and delivery of a general release of all claims in favor of the Companies and their affiliates and subsidiaries.Justin Vu Employment Agreement On January 6, 2025, we entered into an employment agreement with Justin Vu (the “Vu Employment Agreement”), pursuant to which Mr. Vu currently serves as the Chief Financial Officer of the Company. Pursuant to the Vu Employment Agreement, Mr. Vu receives an annual base salary of $300,000. In addition, Mr. Vu is eligible to receive an annual bonus, with the target annual bonus being 50% of Mr. Vu's annual base salary. Mr. Vu's target annual bonus has a minimum of 0% and a maximum of 200%, based upon individual and/or corporate performance criteria established annually by the Board. To be eligible to receive the target annual bonus, Mr. Vu must be employed on the bonus payment date. Mr. Vu also received a grant of RSUs with respect to the common shares of the Company on June 27, 2023, equal to $180,000. The grant of the RSUs to Mr. Vu are subject to the terms and conditions of the Company's Omnibus Incentive Plan and related equity award agreement. The RSUs will vest in three equal annual installments on the first three anniversaries of the date of grant of such RSUs, contingent on Mr. Vu remaining employed through each vesting date. The RSUs will immediately fully vest upon the consummation of a Change of Control (as defined in the Vu Employment Agreement). In addition, Mr. Vu will be entitled to receive personal time off benefits under Company’s policies and any other employee benefits pursuant to any benefit plans maintained by the Company in a manner consistent with other similarly situated employees of the Company. He will also be entitled to reimbursement of reasonable and necessary business-related expenses.In the event of a Change of Control of the Company, either while Mr. Vu is employed or during the first 12 months after the Company terminates Mr. Vu's employment without Cause (as defined in the Vu Employment Agreement), or Mr. Vu resigns for Good Reason (as defined in the Vu Employment Agreement), then he shall be entitled to receive the following upon the consummation of the Change of Control: (i) a lump-sum cash payment equal to the sum of (A) Mr. Vu's then current base-salary for twelve (12) months and (B) the amount of any annual incentive bonus paid to Mr. Vu in the twelve (12) months preceding the consummation of a Change of Control of the Company and (ii) a fully vested grant of RSUs with an aggregate fair market value equal to $180,000, based on the closing public market price per share on the 30th day after the date of the Change of Control of the Company. In the event that the Company terminates Mr. Vu's employment due to his death or disability, all unvested and outstanding RSUs held by Mr. Vu shall be accelerated and become fully vested on the date of such termination. In the event that the Company terminates Mr. Vu's employment for any reason other than Cause, death or disability, or if Mr. Vu resigns for Good Reason, then he shall be entitled to receive the following: (i) to the extent unvested, all RSUs held by Mr. Vu shall be accelerated and become fully vested on the date of termination; (ii) payment, over a 12 month period, of continuing compensation equal to 6 months of his then base salary (provided that if such termination of employment is less than 180 days after a Change of Control of the Company, then Mr. Vu shall not be entitled to any such payment); and (iv) if Mr. Vu elects continuation coverage pursuant to COBRA under the Company’s group health plan, the Company shall pay Mr. Vu's COBRA premiums for such coverage until the earlier of (A) 12 months following the date of Mr. Vu's termination of employment, or (B) the date upon which Mr. Vu accepts new employment that offers him medical benefits. The foregoing severance benefits are subject to, among other things, Mr. Vu's execution and delivery of a general release of all claims in favor of the Companies and their affiliates and subsidiaries. Separation and Release Agreement - Payments Upon Termination Effective as of the October Resignation Date, Robert Galvin, the Company's then-Interim Chief Operating Officer, resigned from his executive positions, including all positions with the Company's subsidiaries and affiliates. In connection with the resignation, Mr. Galvin and the Company executed the October Separation Agreement, pursuant to which, Mr. Galvin will receive certain compensation and benefits valued to substantially equal the value of entitlements he would have received under Section 4(f) of his employment agreement. Specifically, Mr. Galvin will receive: (i) total cash compensation in the amount of approximately $350,000, which is payable in a lump sum on January 5, 2024; (ii) a grant of RSUs with an aggregate fair market value of $350,000, which shall fully vest on January 4, 2024. Under the terms of the October Separation Agreement, the Company will continue to pay the monthly premium for Mr. Galvin's continued participation in the Company’s health and dental insurance benefits pursuant to COBRA for one year from the October Resignation Date. Mr. Galvin served in a consulting role for three months following the October Resignation Date at a base compensation rate of $25,000 per month.Effective as of the Faraut Resignation Date, Philippe Faraut, the Company's then-Chief Financial Officer, resigned from his executive positions, including all positions with the Company's subsidiaries and affiliates. In connection with the resignation, Mr. Faraut and the Company executed the Faraut Separation Agreement, pursuant to which, Mr. Faraut received certain compensation and benefits valued to substantially equal the value of entitlements he would have received under Section 4(g) of his employment agreement. Specifically, Mr. Faraut received total cash compensation in the amount of approximately $0.2 million, which was payable in equal installments of approximately $25,000 per month over a period of 7 months following the Effective Date (as defined in the Faraut Separation Agreement). Under the terms of the Faraut Separation Agreement, the Company will continue to pay the monthly premium for Mr. Faraut's continued participation in the Company's health and dental insurance benefits pursuant to COBRA for one year from the Faraut Resignation Date. Mr. Faraut served in a consulting role for one month following the Faraut Resignation Date at a base compensation rate of $25,000 per month. Pursuant to the Faraut Separation Agreement, the RSUs granted to Mr. Faraut on November 23, 2022 and May 17, 2023 accelerated and fully vested upon satisfactory completion of Mr. Faraut's consulting services. Further, the RSUs granted to Mr. Faraut on September 1, 2023 and November 15, 2023 were forfeited as of the Faraut Resignation Date. No amounts are owed as of December 31, 2025 and 2024.Equity Grant Practices We adopted the Company’s Omnibus Incentive Plan dated October 15, 2018, which was approved by our shareholders at our annual general and special meeting held on November 26, 2018. Pursuant to the Omnibus Incentive Plan, we can grant stock options, stock appreciation rights, restricted stock, restricted stock units, deferred stock units, annual or long-term performance awards or other stock-based awards. On February 1 of each calendar year during the term of an executive employment agreement or the first day thereafter that we are permitted to make option grants to our executives, such executives receive grants of both time vested options and performance options. These equity grants may be granted as either stock options or restricted stock units. On December 31, 2021 and June 23, 2022, our Board of Directors approved the terms of a Long-Term Incentive Program recommended by our compensation committee and, pursuant to which, on July 26, 2022, we issued certain of our employees (including executive officers) an aggregate of 320,165,409 RSUs under our Omnibus Incentive Plan in order to attract and retain such employees. All of our existing warrants and options were cancelled, and our common shares may be consolidated pursuant to a consolidation ratio which has yet to be determined. Discretionary Bonus Payments Pursuant to the terms of the executive employment agreements described above, the Company, through the Board, has the discretion to determine the amounts of the annual incentive bonus payments which executives may receive. The Board has not yet determined an amount, if any, of Mr. Proud's or Mr. Vu's 2025 annual bonus.Regular Benefits To the extent eligible under the applicable plans and programs, an executive and an executive’s family are entitled to participate in the Company’s medical, dental, and vision plans. Director Compensation The following table presents the total compensation for each person who served as a non-employee member of our Board of Directors and received compensation for such service during the fiscal year ended December 31, 2025. Mr. Proud, who is an employee director, is not entitled to receive any additional compensation for his service as a member of our Board of Directors. We did not pay any compensation, make any equity awards or non-equity awards to, or pay any other compensation to any of the non-employee members of our Board of Directors in 2025. Name Fees earned orpaid in cash (s) Stock Awards (1) Total ($) Michelle Mathews-Spradlin $ 140,000 (2) $ 165,000 (3) $ 305,000 Kenneth Gilbert $ 50,000 (4) $ 165,000 (5) $ 215,000 Scott Cohen $ 70,000 (6) $ 165,000 (7) $ 235,000 Alexander Shoghi — $ 227,500 (8) $ 227,500 (1)Amounts reported represent the aggregate grant date fair value for option awards granted in each respective year in accordance with ASC Topic 718, excluding the effect of forfeitures. See Note 10 “Share Capital” in the Notes to the Company’s Consolidated Financial Statements for the fiscal year ended 2025 included in this Form 10-K for the year ended 2025 for more information regarding the Company’s accounting for share-based compensation plans. The amounts shown in the Director Compensation Table above do not represent the actual value realized by each Director. RSUs Outstanding As of December 31, 2024 Michelle Mathews-Spradlin $ 39,875,000 Kenneth Gilbert $ 44,090,687 Scott Cohen $ 39,875,000 Alexander Shoghi $ 54,979,167 (2)Represents annual cash retainers totaling $140,000 ($50,000 annual retainer, $75,000 annual retainer as Chair of the Board and $15,000 retainer as Chair of the Compensation Committee). (3)On December 1, 2025, Michelle Mathews-Spradlin was issued 33,673,469 RSUs, valued at $165,000 based on the Company’s closing stock price on November 30, 2025, the date immediately preceding the grant, all of which vest on December 1, 2026.(4)Represents annual cash retainer equal to $50,000.(5)On December 1, 2025, Kenneth Gilbert was issued 33,673,469 RSUs, valued at $165,000 based on the Company’s closing stock price on November 30, 2025, the date immediately preceding the grant, all of which vest on December 1, 2026.(6)Represents annual cash retainers totaling $70,000 ($50,000 annual retainer and $20,000 annual retainer as Chair of the Audit Committee)(7)On December 1, 2025, Scott Cohen was issued 33,673,469 RSUs, valued at $165,000 based on the Company’s closing stock price on November 30, 2025, the date immediately preceding the grant, all of which vest on December 1, 2026.(8)On December 1, 2025, Alexander Shoghi was issued 46,428,571 RSUs, valued at $227,500 based on the Company’s closing stock price on November 30, 2025, the date immediately preceding the grant, all of which vest on December 1, 2026. Mr. Shoghi elected to receive RSUs equal to, and in lieu of, the cash Board fees he otherwise would have been entitled, and accordingly, of the $227,500 in RSUs issued to Mr. Shoghi, $62,500 (or 12,500,000 RSUs) is attributable to Mr. Shoghi’s annual Board retainers ($50,000 annual retainer and $12,500 annual retainer as Chair of the Nominating and Corporate Governance Committee). Non-Employee Director Compensation Program Our current director compensation program is designed to align our director compensation program with the long-term interests of our stockholders by implementing a program comprised of cash and equity compensation. In setting director compensation, we consider the amount of time that directors expend in fulfilling their duties to the Company as well as the skill level and experience required by our Board. We also consider board compensation practices at similarly situated companies, while keeping in mind the compensation philosophy of us and the stockholders’ interests. The directors also receive reimbursement for expenses, including reasonable travel expenses to attend board and committee meetings, reasonable outside seminar expenses, and other special board-related expenses. Non-Employee Directors of Investors Pursuant to the terms of the IRA, each director that is not an employee of any of the Investors (each, a “Non-Investor Director”) is entitled to director compensation. Each Non-Investor Director is paid: (i) a one-time equity grant of $100,000, payable in the form of RSUs, which vest immediately; (ii) an annual cash retainer (the “Annual Retainer”) of $50,000, to be satisfied in the form of RSUs in lieu of cash for the first year of each Non-Investor Director’s service on the Board; and (iii) an annual equity grant of $165,000 payable in the form of RSUs. A Non-Investor Director acting as the chair of the audit committee of the Board is paid an annual cash retainer (the “Audit Chair Retainer”) of $20,000, satisfied in the form of RSUs in lieu of cash for the first year of the Non-Investor Director’s service as chair of the audit committee. A Non-Investor Director acting as the chair of the compensation committee of the Board is paid an annual cash retainer (the “Compensation Chair Retainer”) of $15,000, satisfied in the form of RSUs in lieu of cash for the first year of the Non-Investor Director’s service as chair of the compensation committee. A Non-Investor Director acting as the chair of the nominating and corporate governance committee of the Board is paid an annual cash retainer (the “Governance Chair Retainer”) of $12,500, satisfied in the form of RSUs in lieu of cash for the first year of the Non-Investor Director’s service as chair of the nominating and corporate governance committee. A Non-Investor Director acting as chair of the Board is paid an annual cash leadership retainer (the “Leadership Retainer”) of $75,000, satisfied in the form of RSUs in lieu of cash for the first year of the Non-Investor Director’s year of service as chair of the Board. Pursuant to the terms of the IRA, each director that is an employee of any of the Investors (each, an “Investor Director”) is not entitled to receive any director compensation. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth certain information regarding beneficial ownership of shares of our common shares as of March 19, 2026 by (i) each person known to beneficially own more than 5% of our outstanding common shares, (ii) each of our directors, (iii) each of our named executive officers and (iv) all of our directors and named executive officers as a group. Except as indicated in footnotes to this table, we believe that the shareholders named in this table have sole voting and investment power with respect to all shares of common stock shown to be beneficially owned by them, based on information provided to us by such shareholders, subject to community property laws, where applicable. Beneficial Owner(1) Shares of CommonStock Beneficially Owned Percentage (2) Directors and Named Executive Officers: Richard Proud 72,875,894 (3) * Justin Vu 4,973,563 (4) * Michelle Mathews-Spradlin 47,816,178 (5) * Scott Cohen 46,443,629 (6) * Kenneth Gilbert 1,960,785 (7) * Alexander Shoghi 64,424,885 (8) * All Executive Officers and Directors as a Group (6 persons) 238,494,934 * 5% or Greater Shareholders: Parallax Master Fund, LP(9) 369,665,259 5.30 % Jason Adler(10) 2,598,704,326 (11) 37.27 % Senvest Management, LLC(12) 1,074,406,901 (13) 15.41 % Oasis Investments II Master Fund Ltd.(14) 1,279,055,833 18.34 % * Represents beneficial ownership of less than 1%. (1)Unless otherwise indicated, the address of each person is c/o iAnthus Capital Holdings, Inc., 214 King Street West, Suite 400, Toronto, Ontario M5H 3S6. (2)The calculation in this column is based upon 6,972,551,786 common shares outstanding on March 19, 2026. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to the subject securities. Common shares that may be acquired by an individual or group within 60 days of March 21, 2026, pursuant to the exercise of options or warrants, vesting of common shares or conversion of convertible debt, are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table. (3)Represents 72,875,894 common shares. Excludes 66,070,622 common shares underlying unvested restricted stock units. (4)Represents 4,973,563 common shares. Excludes 4,316,547 common shares underlying unvested restricted stock units. (5)Represents 47,816,178 common shares. Excludes 33,673,469 common shares underlying unvested restricted stock units. (6)Represents 46,443,629 common shares. Excludes 33,673,469 common shares underlying unvested restricted stock units. (7)Represents 1,960,785 common shares. Excludes 77,764,156 common shares underlying unvested restricted stock units. (8)Represents 64,424,885 common shares. Excludes 46,428,571 common shares underlying unvested restricted stock units. (9)William Bartlett is the Managing Member of Parallax Master Fund, LP and in such capacity has the right to vote and dispose of the securities held by such entity. The address of Parallax Master Fund, LP is 88 Kearny Street, 20th Floor, San Francisco, CA 94108. (10)Jason Adler is the Managing Member of Gotham Green Credit Partners GP I, LLC, Gotham Green GP 1, LLC, Gotham Green GP II, LLC and Gotham Green Partners SPV V GP, LLC. Gotham Green Credit Partners GP I, LLC is the General Partner of Gotham Green Credit Partners SPV 1, LP. Gotham Green GP 1, LLC is the General Partner of Gotham Green Fund 1, LP and Gotham Green Fund 1 (Q), LP. Gotham Green GP II, LLC is the General Partner of Gotham Green Fund II (Q), LP and Gotham Green Fund II, LP. Gotham Green Partners SPV V GP, LLC is the General Partner of Gotham Green Partners SPV V, LP. (11)Represents (i) 125,585,311 common shares held by Gotham Green Fund 1, L.P.; (ii) 502,419,744 common shares held by Gotham Green Fund 1(Q), L.P.; (iii) 61,824,757 common shares held by Gotham Green Fund II, L.P.; (iv) 359,610,209 common shares held by Gotham Green Fund II (Q), L.P.; (v) 934,167,928 common shares held by Gotham Green Credit Partners SPV 1, L.P.; and (vi) 615,096,377 common shares held by Gotham Green Partners SPV V, L.P. (12)Senvest Management, LLC serves as the investment manager to Senvest Master Fund, LP and Senvest Global (KY), LP (collectively, the “Investment Vehicles”), with respect to the common shares held by the Investment Vehicles. Richard Mashaal serves as the Managing Member of Senvest Management, LLC, with respect to the common shares held by the Investment Vehicles. Senvest Management, LLC may be deemed to beneficially own the securities held by the Investment Vehicles by virtue of Senvest Management LLC’s position as Investment Manager of each of the Investment Vehicles. Mr. Mashaal may be deemed to beneficially own the securities held by the Investment Vehicles by virtue of Mr. Mashaal’s status as the Managing Member of Senvest Management, LLC. (13)Represents: (i) 946,501,317 common shares held by Senvest Master Fund, LP; and (ii) 127,905,584 common shares held by Senvest Global (KY), LP. (14)Seth Fisher is responsible for the supervision and conduct of all investment activities of Oasis Management Company Ltd. (the “Investment Manager”), including all investment decisions with respect to the assets of Oasis Investments II Master Fund Ltd., with respect to the common shares held by Oasis Investments II Master Fund Ltd. The address of the business office of Mr. Fischer is c/o Oasis Management (Hong Kong), 25/F, LHT Tower, 31 Queen’s Road Central, Central, Hong Kong. The address of the business office of each of Oasis Management and the Oasis II Fund is Ugland House, PO Box 309 Grand Cayman, KY1-1104, Cayman Islands. Securities Authorized for Issuance Under Equity Compensation Plans The following table summarizes information about our equity compensation plans as of December 31, 2025. Plan Category Number ofsecurities to beissued uponexercise ofoutstandingoptions, warrantsand rights (a) Weighted averageexercise price ofoutstanding options,warrants and rights Number of securitiesremaining availablefor future issuanceunder equitycompensation plans(excluding securitiesreflected incolumn (a)) Equity compensation plans approved by security holder 274,801,658 $ 0.05 1,119,708,699 Equity compensation plans not approved by security holder — — — Total 274,801,658 1,119,708,699 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The following includes a summary of transactions during our fiscal years ended December 31, 2025 and December 31, 2024 to which we have been a party, including transactions in which the amount involved in the transaction exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other arrangements, which are described elsewhere in this Annual Report on Form 10-K. We are not otherwise a party to a current related party transaction and no transaction is currently proposed, in which the amount of the transaction exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years and in which a related person had or will have a direct or indirect material interest. Gotham Green Partners, LLC (“GGP”) invested $14.7 million through the Interim Financing during the year ended December 31, 2020 and during the year ended December 31, 2021, GGP, Senvest Master Fund, LP, Oasis Investments II Master Fund LTD and Hadron Healthcare and Consumer Special Opportunities Master Fund invested an aggregate of $5.5 million, $2.1 million, $2.5 million and $0.1 million, respectively, through the Senior Secured Bridge Notes. On the Closing Date, we closed the Recapitalization Transaction pursuant to which the outstanding principal amount of the Secured Notes (including the Interim Financing) together with interest accrued and fees thereon were forgiven in part and exchanged for (A) the Secured Lender Shares, (B) June Secured Debentures and (C) June Unsecured Debentures and the outstanding principal amount of the Unsecured Debentures together with interest accrued and fees thereon were forgiven in part and exchanged for (A) the Unsecured Lender Shares and (B) June Unsecured Debentures. As a result of closing the Recapitalization Transaction, GGP and Parallax Master Fund, LP, were issued the June Secured Debentures in the principal amount of $84.4 million and $12.1 million, respectively, and 2,568,047,188 and 369,665,259 common shares, respectively. In addition, we issued June Unsecured Debentures as follows: $4.2 million to GGP, $0.6 million to Parallax Master Fund, LP, $1.3 million to Hi-Med, $5.3 million to Senvest Master Fund, LP, $6.3 million to Oasis Investments II Master Fund LTD and $2.3 million to Hadron Healthcare and Consumer Special Opportunities Master Fund, respectively. We also issued GGP, Parallax Master Fund, LP, Senvest Master Fund, LP, Oasis Investments II Master Fund LTD and Hadron Healthcare and Consumer Special Opportunities Master Fund 2,568,047,188, 369,665,259, 936,189,371, 1,265,120,771 and 455,443,478 common shares, respectively. Further during the year ended December 31, 2022, GGP, Senvest Master Fund, LP, Oasis Investments II Master Fund LTD and Hadron Healthcare and Consumer Special Opportunities Master Fund invested aggregate of $12.5 million, $4.8 million, $5.7 million and $2.0 million, respectively, which were evidenced through the issuance of Additional Secured Debentures. As of December 31, 2025, the outstanding principal balance of the June Secured Debentures and Additional Secured Debentures were $132.3 million and $33.2 million, respectively (December 31, 2024 — $122.1 million and $30.6 million, respectively). The outstanding principal balance of the June Unsecured Debentures as of December 31, 2025 was $26.5 million (December 31, 2024 — $24.4 million). As of December 31, 2025, the outstanding principal balance on the Senior Secured Bridge Notes was $8.5 million (December 31, 2024 —$16.0 million). Pursuant to the terms of the Secured DPA, the Company has a related party payable of $6.3 million due to certain of the New Secured Lenders, including GGP, Oasis Investment Master II Fund LTD., Senvest Global (KY), LP, Senvest Master Fund, LP and Hadron Healthcare and Consumer Special Opportunities Master Fund for certain out-of-pocket costs, charges, fees, taxes and other expenses incurred by the New Secured Lenders in connection with the closing of the Recapitalization Transaction (the “Deferred Professional Fees”). The Company had until December 31, 2022 to pay the Deferred Professional Fees ratably based on the amount of each New Secured Lender’s Deferred Professional Fees. The Deferred Professional Fees accrued simple interest at the rate of 12.0% from the Closing Date until December 31, 2022. Beginning with the first business day of the month following December 31, 2022, interest began accruing on the Deferred Professional Fees at the rate of 20% calculated on a daily basis and is payable on the first business day of every month until the Deferred Professional Fees and accrued interest thereon is paid in full. As of December 31, 2025, the outstanding related party portion of the Deferred Professional Fees including accrued interest was $2.2 million (December 31, 2024 – $9.2 million). Independence of the Board of Directors Our Board of Directors is comprised of Scott Cohen, Michelle Mathews-Spradlin, Kenneth Gilbert, Alexander Shoghi, and Richard Proud. We have determined that each of Scott Cohen, Michelle Mathews-Spradlin, Kenneth Gilbert is deemed to be independent within the meaning of the CSE Guide and applicable Canadian regulations. In addition, although our common shares are not listed on any U.S. national securities exchange, for purposes of independence we use the definition of independence applied by The Nasdaq Stock Market to determine which directors are “independent” in accordance with such definition and have determined that each of Scott Cohen, Michelle Mathews-Spradlin, Kenneth Gilbert are independent under the definition of independence applied by The Nasdaq Stock Market. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICESThe following table sets forth the aggregate fees billed by as described below: 2025 2024 Audit Fees $ 985,569 $ 1,068,955 Audit Related Fees — — Tax Fees — — All Other Fees — — Total $ 985,569 $ 1,068,955 Audit Fees: Audit fees consist of fees for audit services on an accrued basis. Audit-Related Fees: Audit-related fees are fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit of the financial statements. Tax Fees: Tax fees are fees for professional services rendered for tax compliance, tax advice and tax planning. All Other Fees: All other fees are fees billed by the auditor for products and services not included in the foregoing categories. Pre-Approval Policies and Procedures In accordance with the Sarbanes-Oxley Act, our audit committee charter requires the audit committee to pre-approve all audit and permitted non-audit services provided by our independent registered public accounting firm, including the review and approval in advance of our independent registered public accounting firm’s annual engagement letter and the proposed fees contained therein. The audit committee has the ability to delegate the authority to pre-approve non-audit services to one or more designated members of the audit committee. If such authority is delegated, such delegated members of the audit committee must report to the full audit committee at the next audit committee meeting all items pre-approved by such delegated members. In the fiscal years ended December 31, 2025 and 2024 all of the services performed by our independent registered public accounting firm were pre-approved by the audit committee. PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a) The following documents are filed as part of this report: (1)Financial Statements: Page Index to Consolidated Financial Statements: 64 Consolidated Financial Statements: Report of the Independent Registered Public Accounting Firm 65 Consolidated Balance Sheets as of December 31, 2025 and 2024 66 Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024 67 Consolidated Statements of Shareholders’ Equity for the Years ended December 31, 2025 and 2024 68 Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 69 Notes to the Consolidated Financial Statements for the Years Ended December 31, 2025 and 2024 70 The consolidated financial statements required by this Item are included beginning at page 65. (1)Financial Statement Schedules: All financial statement schedules have been omitted because they are not applicable, not required or the information required is shown in the consolidated financial statements or the notes thereto. (b) Exhibits The following documents are included as exhibits to this report. Exhibit No. Title of Document 3.1 Articles of iAnthus Capital Holdings, Inc. (Incorporated by reference to Exhibit 3.1 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 4.1* Description of the Registrant’s Securities 10.1+ Amended and Restated Omnibus Incentive Plan Dated October 15, 2018 (Incorporated by reference to Exhibit 10.1 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.2+ Second Amended and Restated Secured Debenture Purchase Agreement dated July 10, 2020 by and among iAnthus Capital Holdings, Inc., iAnthus Capital Management, LLC, the lenders a party thereto, the credit parties a party thereto and Gotham Green Admin 1, LLC, as collateral agent (Incorporated by reference to Exhibit 10.2 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.3+ Employment Agreement between the Company and Richard C. Proud (Incorporated by reference to Exhibit 10.1 to iAnthus’ Quarterly Report on Form 10-Q filed with the SEC on August 14, 2023) 10.4 Form of Warrant for March and May 2019 Private Placements (Incorporated by reference to Exhibit 10.8 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.5 Form of Warrant for May 2018 and September and December 2019 Private Placements (Incorporated by reference to Exhibit 10.9 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.6 Form of Warrant for MPX Private Placement dated January 19, 2017 (Incorporated by reference to Exhibit 10.10 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.7 Form of Warrant for MPX October 2017 and January 2020 Private Placements (Incorporated by reference to Exhibit 10.11 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.8 Form of Warrant for MPX Private Placement dated March 2, 2018 (Incorporated by reference to Exhibit 10.12 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.9 Form of Warrant for MPX Private Placement dated December 20, 2018 (Incorporated by reference to Exhibit 10.13 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.10 Form of Warrant for MPX June 2018 and January 2019 Private Placements (Incorporated by reference to Exhibit 10.14 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.11 Form of Warrant for MPX Private Placement dated January 4, 2019 (Incorporated by reference to Exhibit 10.15 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.12 Form of Warrant for MPX Private Placement dated January 17, 2018 (Incorporated by reference to Exhibit 10.16 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.13# Third Amended and Restated Secured Debenture Purchase Agreement dated June 24, 2022 by and among the Company, iAnthus Capital Management, LLC, the other Credit Parties party thereto, Gotham Green Admin 1, LLC, as Collateral Agent, and the lenders party thereto (Incorporated by reference to Exhibit 10.1 to iAnthus’ Current Report on Form 8-K filed with the SEC on June 30, 2022) 10.14# Unsecured Debenture Agreement dated June 24, 2022 by and among the Company, as guarantor, iAnthus Capital Management, LLC and the holders of all of the Company’s 8% unsecured debentures (Incorporated by reference to Exhibit 10.2 to iAnthus’ Current Report on Form 8-K filed with the SEC on June 30, 2022) 10.15 Form of 8.0% Senior Secured Debenture (Incorporated by reference to Exhibit 10.3 to iAnthus’ Current Report on Form 8-K filed with the SEC on June 30, 2022) 10.16 Form of 8.0% Senior Unsecured Debenture (Incorporated by reference to Exhibit 10.4 to iAnthus’ Current Report on Form 8-K filed with the SEC on June 30, 2022) 10.17# Registration Rights Agreement dated June 24, 2022 by and among the Company, iAnthus Capital Management, LLC and certain holders (Incorporated by reference to Exhibit 10.5 to iAnthus’ Current Report on Form 8-K filed with the SEC on June 30, 2022) 10.18# Investor Rights Agreement dated June 24, 2022 by and among the Company, iAnthus Capital Management, LLC and certain investors (Incorporated by reference to Exhibit 10.6 to iAnthus’ Current Report on Form 8-K filed with the SEC on June 30, 2022) 10.19+ Employment Agreement by and between iAnthus Capital Management, LLC, including iAnthus Capital Holdings, Inc. and all of its subsidiaries, and Justin Vu dated January 6, 2025 (Incorporated by reference to Exhibit 10.27 to iAnthus’ Form 10 filed with the SEC on March 24, 2025) 10.20+* Fourth Amendment to the Senior Secured Bridge Notes between iAnthus New Jersey, LLC and the holders hereto dated January 28, 2026 14.1 Code of Business Conduct and Ethics (Incorporated by reference to Exhibit 14.1 to iAnthus’ Annual Report on Form 10-K filed with the SEC on April 1, 2021) 19.1* Insider Trading Policy 21.1* Subsidiaries 23.1* Consent of PKF O’Connor Davies, LLP 31.1* Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1* Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 32.2* Certification of the Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 101.INS* Inline XBRL Instance Document – the instance document does not appear in the interactive Data File as its XBRL tags are embedded within the inline XBRL document 101. SCH* Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents 104* Cover page formatted as Inline XBRL and contained in Exhibit 101 * Filed herewith. + Management contract or compensatory plan or arrangement. # Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit were omitted by means of marking such portions with an asterisk because the identified confidential portions (i) are not material and (ii) the Company customarily and actually treats that information as private or confidential. Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the Securities and Exchange Commission. ITEM 16. FORM 10-K SUMMARY None. SIGNATURES Pursuant to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on this 27th day of March, 2026. IANTHUS CAPITAL HOLDINGS, INC. /s/ Richard Proud Richard Proud Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements of the Securities Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Richard Proud Chief Executive Officer March 27, 2026 Richard Proud (Principal Executive Officer) /s/ Justin Vu Chief Financial Officer March 27, 2026 Justin Vu (Principal Financial and Accounting Officer) /s/ Michelle Mathews-Spradlin Chair of the Board March 27, 2026 Michelle Mathews-Spradlin /s/ Scott Cohen Director March 27, 2026 Scott Cohen /s/ Kenneth Gilbert Director March 27, 2026 Kenneth Gilbert /s/ Alexander Shoghi Director March 27, 2026 Alexander Shoghi

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Maryland, USA

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LMS Wellness, Benefit, LLC

100.00%

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Maryland, USA 100%Rosebud Organics, Inc. (1) Maryland, USA 100%Fall River Development Company, LLC (1) Massachusetts, USA 100%IMT, LLC (1) Massachusetts, USA 100%Mayflower Medicinals, Inc. Massachusetts, USA 100%Pilgrim Rock Management, LLC Massachusetts, USA 100%CGX Life Sciences, Inc. ("CGX") (1) Nevada, USA 100%GreenMart of Nevada NLV, LLC (GMNV) (1) Nevada, USA 100%GTL Holdings, LLC New Jersey, USA 100%iA CBD, LLC (“iA CBD”) New Jersey, USA 100%iAnthus New Jersey, LLC New Jersey, USA 100%MPX New Jersey, LLC (1) New Jersey, USA 100%Citiva Medical, LLC (“Citiva”) New York, USA 100%iAnthus Empire Holdings, LLC New York, USA 100%iAnthus Kentucky, LLC Kentucky, USA 100%iAnthus Delaware, LLC Delaware, USA 100%Cheetah Brand, LLC Delaware, USA 100% (1)Entities acquired as a part of the MPX Bioceutical Corporation (“MPX”) acquisition on February 5, 2019 (the “MPX Acquisition”). During the year ended December 31, 2024, the Company dissolved iAnthus Northern Nevada, LLC, Ambary, LLC and Pakalolo, LLC.(e) Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and judgements that affect the application of accounting policies and the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations regarding future events that are believed to be reasonable under the circumstances. Actual results may differ significantly from these estimates. Significant estimates made by management include, but are not limited to: economic lives of leased assets; inputs used in the valuation of inventory; allowances for expected credit losses on accounts receivable, provisions for inventory obsolescence; impairment assessment of long- lived assets; depreciable lives of property, plant and equipment; useful lives of intangible assets; accruals for contingencies including tax contingencies; valuation allowances for deferred income tax assets; uncertain tax positions; estimates of fair value of identifiable assets and liabilities acquired in business combinations; estimates of fair value of derivative instruments; and estimates of the fair value of stock-based payment awards. (f) Cash and Restricted Cash For purposes of the consolidated balance sheets and the statements of cash flows, cash includes cash and restricted cash amounts held primarily in U.S. dollars. Restricted cash balances are those which meet the definition of cash but are not available for use by the Company. As of December 31, 2025, the Company held $0.2 million as restricted cash (December 31, 2024 — $0.6 million). The following table summarizes a reconciliation of cash and restricted cash reported within the consolidated balance sheets to such amounts presented in the statements of cash flows: December 31, 2025 December 31, 2024 Cash $ 11,650 $ 18,543 Restricted cash 220 556 Total cash and restricted cash presented in the statements of cash flows $ 11,870 $ 19,099 (g) Accounts Receivable The Company assesses its accounts receivables for expected credit losses resulting from the potential uncollectability of specific customer balances, based upon a review of the customer’s creditworthiness and past collection history. The loss-rate method is used to estimate potential losses by applying an estimated loss rate to customer balances to determine the allowance for credit losses. For trade accounts receivable deemed as uncollectible, and arose from the sale of goods or services, the Company will write off the specific balance against the allowance for expected credit losses when it is known that a provided amount will not be collected.(h) Inventories Inventory is comprised of supplies, raw materials, finished goods and work-in-process such as harvested cannabis plants and by-products to be harvested. Inventory is valued at the lower of cost, determined on standard cost which approximates weighted average costing, and net realizable value. The direct and indirect costs of inventory initially include the costs to cultivate the harvested plants at the time of harvest. They also include subsequent costs such as materials, labor, and overhead involved in processing, packaging, labeling, and inspection to turn raw materials into finished goods. All direct and indirect costs related to inventory are capitalized as they are incurred and are subsequently recorded within costs and expenses applicable to revenues on the consolidated statements of operations at the time of sale. Net realizable value is determined as the estimated selling price less a reasonable estimate of the costs of completion, disposal, and transportation. The Company reviews inventory for obsolete, redundant and slow-moving goods and any such inventories are written down to net realizable value. Factors considered in determining obsolescence include, but are not limited to, slow-moving inventory or products that can no longer be marketed. As such, any identified slow moving and/or obsolete inventory is written down to its net realizable value through costs and expenses applicable to revenues on the consolidated statements of operations. (i) Investments The Company currently accounts for its equity-accounted investments using the equity method of accounting in accordance with Accounting Standards Codification (“ASC”) Topic 323 Investments. Investments are initially recognized at cost. Subsequent to initial recognition, the carrying value of the Company’s investments are adjusted for the Company’s share of income or loss and distributions each reporting period. The carrying value of the Company’s investments are assessed for indicators or impairment at each balance sheet date. The Company applies fair value accounting for its other investments recognized as financial assets that are disclosed at fair value in the financial statements on a recurring basis. Fair value is defined as the price that would be received from selling an asset in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets that are required to be recorded at fair value, the Company considers all related factors of the asset by market participants in which the Company would transact and the market-based risk measurements or assumptions of market participants. (j) Property, Plant and Equipment Property, plant and equipment are recorded at historical cost net of accumulated depreciation, write-downs and impairment losses. Depreciation is calculated on a straight-line basis over the estimated useful life as follows: Buildings 20 - 25 years Leasehold improvements over the shorter of the initial term of the underlying lease plus any reasonably assured renewal terms, and the useful life of the asset Production equipment 5 years Processing equipment 5 years Sales equipment 3 - 5 years Office equipment 3 - 5 years Land not depreciated Construction in progress not depreciated When significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items or components of property, plant and equipment and each major component is assigned an appropriate useful life. Gains and losses on disposal of an item are determined by comparing the proceeds from disposal with the carrying amount of the item and are recognized in profit or loss. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the respective accounts and any related gain or loss is recognized in the consolidated statements of operations. Maintenance and repairs are charged to expense as incurred. Significant expenditures, which extend the useful lives of assets or increase productivity, are capitalized. Construction in progress includes construction progress payments, deposits, engineering costs, and other costs directly related to the construction of cultivation, processing or dispensary facilities. Expenditures are capitalized during the construction period and construction in progress is transferred to the appropriate class of property, plant and equipment when the assets are available for use, at which point the depreciation of the asset commences. The Company reviews the carrying values of its property, plant and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group might not be recoverable. Assets are grouped at the lowest level for which identifiable cash flows are largely independent when testing for, and measuring for, impairment. In performing its review of recoverability, the Company estimates the future cash flows expected to result from the use of the asset or asset group and its eventual disposition. If the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset or asset group, an impairment loss is recognized in the consolidated statements of operations. Measurement of the impairment loss is based on the excess of the carrying amount of the asset or asset group over the fair value calculated using discounted expected future cash flows. A liability for the fair value of an asset retirement obligation associated with the retirement of tangible long-lived assets and the associated asset retirement costs are recognized in the period in which the liability and costs are incurred if a reasonable estimate of fair value can be made using a discounted cash flow model. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset and subsequently amortized over the asset’s useful life. The liability is accreted over the period of expected cash outflows. The Company does not have any asset retirement obligations as of December 31, 2025 and 2024.(k) LeasesThe Company leases some items of property, plant and equipment, office, cultivation, processing and dispensary space. On the lease commencement date, a lease is classified as a finance lease or an operating lease based on the classification criteria of the lease guidance under U.S. GAAP. As of January 1, 2019, the Company adopted Financial Accounting Standard Board (“FASB”) ASC Topic 842 Leases (“ASC 842”) and applied the lease classification criteria contained therein for any new leases. Upon adoption of ASC 842, the Company recorded right-of-use (“ROU”) assets for all of its leased assets classified as operating leases. The ROU assets were computed as the present value of future minimum lease payments, including additional payments resulting from a change in an index such as a consumer price index or an interest rate, plus any prepaid lease payments minus any lease incentives received. A lease liability was also recorded at the same time. No ROU asset is recorded for leases with a lease term, including any reasonably assured renewal terms, of 12 months or less. Upon adoption of ASC 842, the Company also recorded lease liabilities computed as the present value of future minimum lease payments, including additional payments resulting from a change in an index or an interest rate. Lease liabilities are amortized using the effective interest method. Amortization on the ROU asset is calculated as the difference between the expected straight-line rent expense over the lease term less the accretion on the lease liability. (l) Intangible Assets Intangible assets with a finite life are recorded at cost and are amortized on a straight-line basis over their estimated useful lives. Intangible assets with an indefinite life are not amortized and are assessed annually for impairment, or more frequently if indicators of impairment arise. The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. The Company capitalizes certain internal-use software development costs, consisting primarily of contractor costs and employee salaries and benefits allocated to the software. Capitalization of costs incurred in connection with internally developed software commences when both the preliminary project stage is completed and management has authorized further funding for the project, based on a determination that it is probable the project will be completed and used to perform the function intended. Capitalization of costs ceases no later than the point at which the project is substantially complete and ready for its intended use. All other costs are expensed as incurred. Amortization is calculated on a straight-line basis over three years. Costs incurred for enhancements that are expected to result in additional functionalities are capitalized.Intangible assets mainly comprise of licenses acquired in business combinations. Licenses are amortized over 15 years, which reflects the useful lives of the assets. Trademarks are amortized over 7 to 15 years, and all other intangible assets with a finite life are amortized over 1 to 5 years. The Company reviews the carrying values of its intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group might not be recoverable. Assets are grouped at the lowest level for which identifiable cash flows are largely independent when testing for, and measuring for, impairment. In performing its review for recoverability, the Company estimates the future cash flows expected to result from the use of the asset or asset group and its eventual disposition. If the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset or asset group, an impairment loss is recognized in the consolidated statements of operations. Measurement of the impairment loss is based on the excess of the carrying amount of the asset or asset group over the fair value calculated using discounted expected future cash flows. (m) GoodwillGoodwill represents the excess of the purchase price paid for the acquisition of an entity over the fair value of the net tangible and intangible assets acquired. Goodwill is allocated to a specific reporting unit or allocated between reporting units based on the relative fair value of each reporting unit. Goodwill is not subject to amortization and is tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Impairment is determined for goodwill by assessing if the carrying value of a reporting unit, including the allocated goodwill, exceeds its recoverable amount determined as the greater of the estimated fair value less costs to sell and the value in use. Impairment losses recognized in respect of a reporting unit are first allocated to the carrying value of goodwill and any excess is allocated to the carrying amount of assets in the reporting unit. Any goodwill impairment is recorded in impairment loss within the consolidated statement of operations in the period in which the impairment is identified. Impairment losses on goodwill are not subsequently reversed.As of December 31, 2025, the Company recognized $1.6 million of goodwill from its Cheetah Acquisition (as defined in Note 4 below).(n) Assets Held For Sale The Company classifies assets held for sale in accordance with ASC Topic 360 Property, Plant and Equipment. When the Company makes the decision to sell an asset, the Company assesses if such asset should be classified as an asset held for sale. To classify as an asset held for sale, the asset or disposal group must meet all of the following conditions: i) management, having the authority to approve the action, commits to a plan to sell the asset, ii) the asset is available for immediate sale in its present condition, subject to certain customary terms, iii) an active program to locate a buyer and other actions required to complete the plan to sell the asset have been initiated, iv) the sale of the asset is probable and the transfer of the asset is expected to qualify for recognition as a completed sale, within one year, subject to certain exceptions, v) the asset is being actively marketed for sale at a price that is reasonable in relation to its current value, and vi) actions required to complete the plan indicate that it is unlikely that the plan will be significantly changed or withdrawn. Assets held for sale are measured at the lower of their carrying amount or fair value less cost to sell (“FVLCTS”). FVLCTS is the amount obtainable from the sale of the asset in an arm’s length transaction, less the costs of disposal. Once classified as held for sale, any depreciation and amortization on an asset cease to be recorded. There were no assets or liabilities classified as held for sale as of December 31, 2025 (December 31, 2024— $23.6 million). (o) Income Taxes Income taxes are accounted for under the asset and liability method whereby deferred income tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the accounting and tax bases of assets and liabilities and net operating loss carryforwards. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates or laws is recognized in the consolidated statements of operations in the period in which the change is enacted.The Company assesses realization of deferred income tax assets and, based on all available evidence, concludes whether it is more likely than not that the net deferred income tax assets will be realized. A valuation allowance is provided for the amount of deferred income tax assets not considered to be realizable. The Company has elected to classify interest and penalties related to income tax liabilities, when applicable, as part of the income tax expense within its consolidated statements of operations. The Company is subject to ongoing tax exposures, examinations and assessments in various jurisdictions. Accordingly, the Company may incur additional tax expense based upon the outcomes of such matters. The Company follows the provisions of ASC Topic 740, Accounting for Income Taxes ("ASC Topic 740"). ASC Topic 740 clarifies the accounting for uncertainties in income taxes recognized in a Company’s consolidated financial statements. ASC Topic 740 also prescribes a recognition threshold and measurement attribute for the consolidated financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740 provides guidance on derecognition, classification, interest and penalties, disclosures and transition. As required by the uncertain tax position guidance in ASC Topic 740, the Company recognized the benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant tax authority. (p) Revenue Recognition The Company recognizes revenue under the provision of ASC 606—Revenue from Contracts with Customers. The Company generates revenue primarily from the sale of cannabis, cannabis related products and provision of services. The Company uses the following five-step contract-based analysis of transactions to determine if, when and how much revenue can be recognized: 1.Identify the contract with a customer; 2.Identify the performance obligation(s) in the contract; 3.Determine the transaction price; 4.Allocate the transaction price to the performance obligation(s) in the contract; and 5.Recognize revenue when or as the Company satisfies the performance obligation(s). Revenue from the sale of cannabis is generally recognized when control over the goods has been transferred to the customer. Payment for medical sales is typically due prior to shipment for wholesale orders and at point-of-sale for retail orders. Payment for wholesale transactions is due within a specified time period as permitted by the underlying agreement and the Company’s credit policy upon the transfer of goods to the customer. The Company generally satisfies its performance obligation and transfers control to the customer upon delivery and acceptance by the customer. Revenue is recorded at the estimated amount of consideration to which the Company expects to be entitled. Substantially all of the Company’s sales are single performance obligations arrangements for which the transaction price is equivalent to the stated price of the products net of any stated discounts applicable at point of sale. Revenue is recognized net of sales incentives and returns, after discounts. The Company offers loyalty reward programs to its retail customers across several of its dispensaries. A portion of the revenue generated in a sale must be allocated to the loyalty points earned. The amount allocated to the points earned is deferred until the loyalty points are redeemed or expired at the end of each fiscal year. As of December 31, 2025 and 2024, the loyalty liability totaled $Nil and $1.1 million, respectively, and is included in accrued and other current liabilities on the consolidated balance sheets.(q) Costs and Expenses Applicable to Revenues Costs and expenses applicable to revenues represents costs directly related to processing and distribution of the Company’s products. Primary costs include raw materials, packaging, direct labor, overhead, and shipping and handling. Manufacturing overhead and related expenses include salaries, wages, employee benefits, utilities, maintenance and property taxes. The Company recognizes the costs and expenses applicable to revenues at the time the related revenues are recognized. (r) Foreign Currency Translation The functional and reporting currency of the Company is the U.S. dollar. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the foreign exchange rates prevailing at the end of the period. Non-monetary assets and liabilities measured at historical cost are translated using the exchange rate at the date of the transaction. Realized and unrealized foreign exchange gains and losses are included in the determination of earnings in the period in which they arise. (s) Share-based Compensation The Company has a share-based compensation plan which includes options and restricted stock units (“RSUs”). Share-based awards are measured at the fair value of the awards at the grant date and recognized as expense over the requisite service periods in the Company’s consolidated statements of operations. The fair value of options is determined using the Black-Scholes option pricing model which incorporates all market vesting conditions. The number of options expected to vest is reviewed and adjusted at the end of each reporting period such that the amount recognized for services received as consideration for the share-based awards granted shall be based on the number of awards that eventually vest. Amounts recorded for forfeited or expired unexercised options are accounted for in the year of forfeiture. Upon the exercise of stock options, consideration received on the exercise of share-based awards is recorded as paid-in-capital. The fair value of RSUs is determined using the Company’s closing stock price on the grant date. Share-based compensation expense includes compensation cost for employee awards granted and all modified or cancelled awards. In addition, compensation expense includes the compensation cost, based on the grant-date fair value calculated under FASB ASC Topic 718 Share-based payments (“ASC Topic 718”). Share-based compensation expense is not adjusted for estimated forfeitures, but instead adjusted upon an actual forfeiture of a stock option. The Company utilizes the risk-free rate determined by the market yield on United States Treasury marketable bonds over the contractual term of the instrument being issued. The critical assumptions and estimates used in determining the fair value of share-based compensation include: expected life of options, volatility of the Company’s future share price, risk-free rate, future dividend yields and estimated forfeitures at the initial grant date. Changes in assumptions used to estimate fair value could result in materially different results. The Company’s policy is to issue new common shares from treasury to satisfy stock options which are exercised. The Company recognizes compensation expense for RSUs and options on a straight-line basis over the requisite service period for awards that vest solely based on a service condition. Compensation expense for awards that vest based on both service and performance conditions are recognized over the requisite service period of the award using the graded vesting method. Non-market vesting conditions are included in the assumptions about the number of options that are expected to become exercisable. Any cumulative adjustment prior to vesting is recognized in the current period. No adjustment is made to any expense recognized in prior periods if share options ultimately exercised are different to that estimated on vesting. (t) Contingent Liabilities In accordance with the FASB ASC Topic 450 Contingencies, the Company will make a provision for a liability when it is both probable that a loss has been incurred and the amount of the loss can be reasonably estimated. The Company reviews these provisions in conjunction with any related provisions on assets related to the claims at least quarterly and adjusts these provisions to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel and other pertinent information related to the case. The Company expenses legal costs relating to its lawsuits, claims and proceedings as incurred. (u) Business Combinations In accordance with the FASB ASC Topic 805 Business Combinations (“ASC 805”), the Company allocates the fair value of purchase consideration to the tangible and intangible asset purchased and the liabilities assumed on the basis of their fair values at the date of acquisition. The determination of fair values of assets acquired and liabilities assumed requires estimates and the use of valuation techniques when a market value is not readily available. Any excess of purchase price over the fair value of net tangible and intangible assets acquired is allocated to goodwill. If the Company obtains new information about the facts and circumstances that existed as of the acquisition date during the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed. (v) Change in Accounting EstimateUpon adoption of Accounting Standards Codification ("ASC") Topic 330 “Inventory”, the Company elected to follow an accounting policy related to inventory to be valued at the lower of cost, determined on a weighted average cost basis, and net realizable value.Effective January 1, 2025, the Company began estimating the value of its inventory under standard costing which approximates weighted average cost. It is noted that inventory will continue to be carried at the lesser of cost and net realizable value and that both approaches continue to use full absorption costing to allocate all direct and indirect overhead into the valuation inventory. However, using predetermined standard costs offers consistency and accuracy in inventory valuation and offers better analysis of variances between standard and actual costs. The predetermined costs are reviewed and updated on a periodic basis to determine whether variances reflect part of the normal cost of production, and should therefore be reflected as inventory value, or whether they are a period cost and should thus not be included in inventory.The Company accounted for this change as a change in accounting estimate and, accordingly, applied it on a prospective basis. This change in estimate did not have any material impact on the Company’s consolidated statements of operations for the year ended December 31, 2025. The Company expects this change in accounting estimate to remain immaterial in future periods. Note 3 – New Accounting Standards and Accounting Changes Adoption of New Accounting Policies In November 2023, the FASB issued ASU 2023-07 Segment Reporting (Topic 280). All public entities will be required to report segment information in accordance with the new guidance starting in annual periods beginning after December 15, 2023. The amendments improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The Company adopted the new standard in the fourth quarter of 2024. The adoption did not have any material impact on the Company's consolidated financial statements.In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740). For public business entities, the amendments are effective for annual periods beginning after December 15, 2024. The amendments address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This amendment also looks to improve the effectiveness of income tax disclosures. The Company adopted the new standard and noted that it did not have any material impact on the Company's consolidated financial statements.In March 2024, the FASB issued ASU 2024-02, Codification Improvements. Public entities must adopt the amendments for annual periods beginning after December 15, 2024. The standard removes outdated glossary references, streamlining Codification content. The Company adopted the new standard in the fourth quarter of 2025. The adoption did not have any material impact on the Company's consolidated financial statements.Recently Issued FASB Accounting Standard Updates In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income (Topic 220). Public entities must comply with the amendments for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The update enhances disclosure requirements by requiring detailed breakdowns of material expense categories. The Company is determining the effects of adoption on its financial reporting practices.In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient for estimating expected credit losses on current trade receivables and contract assets under ASC 606. The amendments are effective for annual reporting periods beginning after December 15, 2025, and the Company is evaluating the impact of adoption.In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to Accounting for Internal-Use Software, which replaces the existing three-stage model with a single “probable-to-complete” capitalization threshold and incorporates website development into the same guidance. The amendments are effective for annual reporting periods beginning after December 15, 2027, and the Company is evaluating the impact of adoption.In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. Public entities must adopt the amendments for annual reporting periods beginning after December 15, 2027, and interim periods within those annual periods. The update clarifies interim disclosure requirements and introduces a principle to disclose material events and transactions that have occurred since the end of the prior fiscal year. The Company is evaluating the impact of these improvements on its future interim financial reporting disclosures.In January 2026, the FASB issued ASU 2025-12, Codification Improvements. The amendments are effective for annual reporting periods beginning after December 15, 2026. The standard addresses technical corrections and clarifications across various topics, including the calculation of diluted earnings per share when an entity reports a loss from continuing operations. The Company is in the process of determining the effects adoption of this amendment, but expects no significant impact on its consolidated financial statements.Note 4 – Acquisitions Cheetah Acquisition On December 30, 2024, the Company entered into an Asset Purchase Agreement (the "Cheetah Purchase Agreement") with Cheetah Enterprises, Inc. (the "Cheetah Seller"), pursuant to which, the Company acquired substantially all the assets related to the Cheetah Seller's wholesale business, including the manufacture, marketing, and sale of cannabis distillate vaporize products in the states of Illinois and Pennsylvania under the "Cheetah" brand (the "Brand"), but excluding certain excluded assets (the "Cheetah Purchased Assets") together with certain assumed liabilities related to the Cheetah Purchased Assets. The purchase price (the "Purchase Price") for the Cheetah Purchased Assets is approximately $3.5 million, and includes (i) common shares at an aggregate deemed value of approximately $1.5 million, which the Company recorded at a fair value on acquisition of $1.2 million, to be issued in three (3) tranches; (ii) upon the completion of certain performance benchmarks (if the Brand does not meet the performance benchmark by the payment date, such payment date will be delayed until the later of (x) thirty (30) days or (y) until such time the Brand achieves the applicable performance benchmark; provided, the full cash consideration shall not be delayed more than twenty-four (24) months after closing); and (iii) additional consideration based on EBITDA generated by the Brand (the "Earn-Out") over the next three years which is payable annually in cash, with the final payment due on or before April 1, 2028.The Company has determined that the acquisition of the Cheetah Purchased Assets (the "Cheetah Acquisition") is a business combination under ASC 805 whereby the total consideration is recorded by allocating the purchase consideration to the net assets and liabilities acquired based on their estimated fair values at the acquisition date. At the date of acquisition, management allocated the initial purchase price based on the estimated fair value of the identifiable assets and liabilities assumed on the acquisition date. The purchase price allocation was subsequently finalized as shown in the table below: Consideration: Cash consideration - paid $ 2,000 Common stock - issued 1,167 Additional earn-out consideration 3,127 Fair value of consideration $ 6,294 Estimated fair values of net assets acquired and liabilities assumed: Cash $ 45 Receivables and prepaid assets 340 Inventory 6 Operating lease right-of-use assets, net 42 Accounts payable (301 ) Accrued and other current liabilities (86 ) Intangible assets 4,690 Net assets acquired $ 4,736 Goodwill $ 1,558 The following table summarizes the final adjustments made to the provisional purchase price allocation: Preliminary allocation at acquisition Adjustments As adjusted Cash consideration - paid $ 675 $ 1,325 $ 2,000 Cash consideration - accrued 1,325 (1,325 ) — Common stock - issued — 1,167 1,167 Common stock - issuable 1,167 (1,167 ) — Inventory 106 (100 ) 6 Intangible assets — 4,690 4,690 Goodwill 6,148 (4,590 ) 1,558 The intangible assets recognized from the acquisition relate to trade names and other intellectual property and recipes used under the Cheetah brand. The goodwill recognized from the acquisition is attributable to the assembled workforce and synergies expected from integrating Cheetah into the Company’s existing business. The goodwill acquired is not deductible for tax purposes.Total purchase consideration transferred at closing also included additional Earn-Out that had a fair value of $3.1 million as of the acquisition date. The acquisition date fair value of the Earn-Out was determined based on the Company’s assessment of the probability of achieving the performance targets that ultimately obligate the Company to transfer additional consideration to the seller. The Earn-Out is comprised of certain EBITDA targets to be achieved by the Brand and is paid annually in cash, commencing April 1, 2026 for the preceding fiscal year. Subsequent remeasurement of the Earn-Out will be remeasured at the end of each reporting period with any gains or losses recognized in interest and other income and expenses within the consolidated statement of operations. Refer to Note 12 for further discussion on contingent consideration. Total acquisition-related costs incurred during the year ended December 31, 2025, were $Nil (December 31, 2024 - less than $0.1 million), which were recorded within selling, general and administrative expenses on the consolidated statement of operations.Pro forma financial information is not disclosed as the results are not material to the Company’s consolidated financial statements.Note 5 – Leases The Company mainly leases office space and cannabis cultivation, processing and retail dispensary space. Leases with an initial term of less than 12 months are not recorded on the consolidated balance sheets. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. Most leases include one or more options to renew, with renewal terms that can extend the lease term from one to five years or more. The Company has determined that it was reasonably certain that the renewal options on the majority of its cannabis cultivation, processing and retail dispensary space would be exercised based on previous history and knowledge, current understanding of future business needs and the level of investment in leasehold improvements, among other considerations. The incremental borrowing rate used in the calculation of the lease liability is based on the rate available to the parent company. The depreciable life of assets and leasehold improvements are limited by the expected lease term. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Certain subsidiaries of the Company rent or sublease certain office space to/from other subsidiaries of the Company. These intercompany subleases are eliminated on consolidation and have lease terms ranging from less than 1 year to 15 years. The components of lease expense are as follows: Year Ended December 31, 2025 2024 Operating lease costs(1) Selling, general and administrative expenses $ 6,876 $ 6,863 Costs and expenses applicable to revenues 688 1,405 Total lease cost $ 7,564 $ 8,268 (1)Includes short-term leases and variable lease costs for the years ended December 31, 2025 and 2024. The Company entered into multiple sublease agreements pursuant to which it serves as lessor to the sublessees. For the year ended December 31, 2025, the Company recorded sublease income of $0.9 million (December 31, 2024—$1.0 million), which is included in the interest and other income line on the consolidated statements of operations.Operating cash flows from operating leases for the year ended December 31, 2025 was $7.0 million (December 31, 2024 - $7.5 million).Supplemental balance sheet information related to leases is as follows: Balance Sheet Information Classification December 31, 2025 December 31, 2024 Operating lease right-of-use assets, net Operating leases $ 29,436 $ 24,012 Lease liabilities Current portion of operating lease liabilities Operating leases $ 7,195 $ 6,534 Long-term portion of operating lease liabilities Operating leases 26,778 21,599 Total $ 33,973 $ 28,133 Maturities of lease liabilities for operating leases as of December 31, 2025, were as follows: Operating Leases 2026 $ 7,195 2027 6,849 2028 6,883 2029 6,668 2030 5,987 Thereafter 45,951 Total lease payments $ 79,533 Less: interest expense (45,560 ) Present value of lease liabilities $ 33,973 Weighted-average remaining lease term (years) 11.4 Weighted-average discount rate 18 % Note 6 – Inventories, net Inventories is comprised of the following items: December 31, 2025 December 31, 2024 Supplies $ 6,249 $ 4,134 Raw materials 3,419 3,815 Work in process 5,515 5,194 Finished goods 7,198 9,570 Inventory reserve (129 ) (247 ) Total $ 22,252 $ 22,466 Inventories are written down for any obsolescence or when the net realizable value considering future events and conditions is less than the carrying value. For the year ended December 31, 2025, the Company recorded $Nil (December 31, 2024 – $0.4 million), related to spoiled inventory in costs and expenses applicable to revenues on the consolidated statements of operations. The Company had implemented a change in accounting estimate with respect to the valuation of inventory. Refer to Note 2(v) for further details. Note 7 – Property, Plant and Equipment As of December 31, 2025 Cost Accumulated Depreciation Net Book Value Buildings $ 79,957 $ 14,700 $ 65,257 Leasehold improvements 50,142 28,898 21,244 Production equipment 6,176 1,709 4,467 Processing equipment 5,953 2,072 3,881 Sales equipment 1,155 822 333 Office equipment 7,741 5,816 1,925 Land 2,716 — 2,716 Construction in progress 4,909 — 4,909 Total $ 158,749 $ 54,017 $ 104,732 As of December 31, 2024 Cost Accumulated Depreciation Net Book Value Buildings $ 71,870 $ 11,970 $ 59,900 Leasehold improvements 41,439 26,057 15,382 Production equipment 2,403 1,324 1,079 Processing equipment 2,801 1,559 1,242 Sales equipment 896 784 112 Office equipment 6,551 5,352 1,199 Land 2,716 — 2,716 Construction in progress 5,858 — 5,858 Total $ 134,534 $ 47,046 $ 87,488 For the year ended December 31, 2025, the Company recorded depreciation expense on property, plant, and equipment of $7.0 million (December 31, 2024— $8.8 million). During the year ended December 31, 2025, the Company disposed $1.4 million of property, net (December 31, 2024—$0.2 million), primarily related to the sale of facility equipment, with total consideration of approximately $0.6 million, resulting in a loss of $0.8 million, which is included within "write-downs, recoveries, and other charges, net" on the consolidated statements of operations.Capital expenditure additions during the year ended December 31, 2025 amounted to $25.7 million (December 31, 2024—$5.5 million) to fund various cultivation, processing and dispensary projects, of which $1.9 million (December 31, 2024 - $0.5 million) is currently unpaid and outstanding.Note 8 – Intangible Assets and Goodwill As of December 31, 2025 Cost Accumulated Amortization Net Book Value Licenses $ 114,418 $ 52,184 $ 62,234 Trademarks 15,801 11,643 4,158 Other 3,862 2,778 1,084 $ 134,081 $ 66,605 $ 67,476 As of December 31, 2024 Cost Accumulated Amortization Net Book Value Licenses $ 114,418 $ 44,550 $ 69,868 Trademarks 11,111 9,451 1,660 Other 3,726 2,392 1,334 $ 129,255 $ 56,393 $ 72,862 During the year ended December 31, 2025, the Company recorded $4.8 million in intangible asset additions (December 31, 2024—$0.2 million), which is primarily attributable to the Cheetah acquisition and other internal-use software. The weighted average remaining amortization period for these additions is 12 years as of December 31, 2025. Amortization expense for the years ended December 31, 2025 and 2024 was $10.2 million and $13.9 million, respectively.The estimated amortization expense for each of the years ended December 31, as follows: 2026 $ 8,697 2027 8,625 2028 8,599 2029 8,238 2030 8,238 Thereafter 25,081 The following table summarizes the balances of goodwill as of December 31, 2025 and 2024: As of December 31, 2025 2024 Balance, beginning of year $ 6,148 $ — Acquisition of Cheetah — 6,148 Reclassification - Cheetah intangible assets (4,590 ) — Impairment loss — — Total $ 1,558 $ 6,148 Note 9 - Long-Term Debt The following table summarizes long term debt outstanding as of December 31, 2025 and 2024: Secured Notes June Secured Debentures Additional Secured Debentures June Unsecured Debentures Other Total As of January 1, 2025 $ 14,968 $ 114,298 $ 30,615 $ 21,750 $ 696 $ 182,327 Paid-in-kind interest — 10,213 2,560 2,048 — 14,821 Accretion of balance 746 3,086 — 1,057 — 4,889 Debt extinguishment — — — — (686 ) (686 ) Debt repayment (7,355 ) — — — (10 ) (7,365 ) As of December 31, 2025 $ 8,359 $ 127,597 $ 33,175 $ 24,855 $ — $ 193,986 Secured Notes June Secured Debentures Additional Secured Debentures June Unsecured Debentures Other Total As of January 1, 2024 $ 15,565 $ 101,856 $ 28,247 $ 18,856 $ 752 $ 165,276 Carrying value of financial liabilities issued 14,345 — — — — 14,345 Paid-in-kind interest 239 9,449 2,368 1,895 — 13,951 Accretion of balance 632 2,993 — 999 — 4,624 Debt extinguishment (15,813 ) — — — — (15,813 ) Deconsolidation — — — — — — Debt repayment — — — — (56 ) (56 ) As of December 31, 2024 $ 14,968 $ 114,298 $ 30,615 $ 21,750 $ 696 $ 182,327 As of December 31, 2025, the total and unamortized debt discount costs were $21.9 million and $6.5 million, respectively (December 31, 2024— $21.9 million and $11.4 million, respectively).As of December 31, 2025, total interest paid on long-term debt was $1.5 million (December 31, 2024 - $1.5 million).(a) iAnthus New Jersey, LLC Senior Secured Bridge Notes On February 2, 2021, iAnthus New Jersey, LLC ("INJ") issued an aggregate of $11.0 million of senior secured bridge notes ("Senior Secured Bridge Notes") which initially matured on the earlier of (i) February 2, 2023, (ii) the date on which the Company closes a Qualified Financing (as defined below) and (iii) such earlier date that the principal amount may become due and payable pursuant to the terms of such notes. The Senior Secured Bridge Notes initially accrued interest at a rate of 14.0% per annum, decreasing to 8.0% upon the closing of the Recapitalization Transaction (increasing to 25.0% per annum in the event of default). “Qualified Financing” means a transaction or series of related transactions resulting in net proceeds to the ICH of not less than $10 million from the subscription of the ICH's securities, including, but not limited to, a private placement or rights offering.On February 2, 2023, ICH and INJ entered into an amendment (the “Amendment”) to the Senior Secured Bridge Notes with all of the holders of the Senior Secured Bridge Notes. Pursuant to the Amendment, the maturity date of the Senior Secured Bridge Notes was extended until February 2, 2024, the interest on the principal amount outstanding was increased to a rate of 12.0% per annum, and an amendment fee equal to 10.0% of the principal amount outstanding of the Senior Secured Bridge Notes as of February 2, 2023 or $1.4 million in the aggregate, was added to such notes such that it will become due and payable on the extended maturity date.On February 2, 2024, in order to facilitate the 2024 NJ Amendment (as defined below), the parties agreed to a short-term extension of the maturity date from February 2, 2024 to February 16, 2024. On February 16, 2024, ICH and INJ entered into another amendment (the"2024 NJ Amendment") to the Senior Secured Bridge Notes. Pursuant to the 2024 NJ Amendment, the maturity date of the Senior Secured Bridge Notes was extended from February 16, 2024 to February 16, 2026 and the interest rate of the Senior Secured Bridge Notes remained at 12% per annum, but the interest accruing after February 16, 2024 will be payable in quarterly cash payments (the first interest payment being on May 16, 2024). In addition, the 2024 NJ Amendment provides for an amendment fee equal to 10% of the principal amount of the Senior Secured Bridge Notes as of the date of the 2024 NJ Amendment, or $1.6 million in the aggregate, which is satisfied through the issuance of ICH's common shares at a price per share equal to the volume-weighted average trading price of ICH's common shares on the CSE for the twenty (20) consecutive trading days immediately prior to the date of the 2024 NJ Amendment. Lastly, ICH and INJ agreed to utilize twenty-five percent (25%) of Non-Operational Receipts in excess of $5.0 million to make payments towards the principal amount outstanding under the Senior Secured Bridge Notes, without penalty. For purposes of the 2024 NJ Amendment, "Non-Operational Cash Receipts" means cash ICH received which is not derived from the sale of cannabis products in the ordinary course of business of ICH, whether through retail, wholesale or otherwise. As of December 31, 2025, a total amount of $7.4 million (December 31, 2024 - $Nil) has been paid from Non-Operational Receipts.In accordance with debt extinguishment accounting guidance outlined in ASC 470 "Debt", the terms of the Senior Secured Bridge Notes were materially modified pursuant to both the Amendment and 2024 NJ Amendment and as such, for the year ended December 31, 2025, the Company recorded a loss on debt extinguishment of $Nil, (December 31, 2024 - $0.1 million), on the consolidated statements of operations.The amended host debt, classified as a liability using the guidance of ASC 470, was recognized at the carrying value of $14.3 million.For the year ended December 31, 2025, interest expense of $1.4 million (December 31, 2024—$1.9 million), and accretion expense of $0.7 million (December 31, 2024—$0.6 million), were recorded on the consolidated statements of operations.The Senior Secured Bridge Notes are secured by a security interest in certain assets of INJ. ICH provided a guarantee in respect of all of the obligations of INJ under the Senior Secured Bridge Notes, and the Company is in compliance with the terms of the Senior Secured Bridge Notes as of December 31, 2025. The Senior Secured Bridge Notes are classified as long-term debt, net of issuance costs on the consolidated balance sheets, pursuant to the 2026 Bridge Notes Amendment (as defined in Note 18).Certain of the Secured Lenders, including Gotham Green Fund II, L.P., Gotham Green Fund II (Q), L.P., Oasis Investments II Master Fund LTD., Senvest Global (KY), LP, Senvest Master Fund, LP and Hadron Healthcare and Consumer Special Opportunities Master Fund, held greater than 5.0% of the outstanding common shares of the Company upon closing of the Recapitalization Transaction. As principal owners of the Company, these lenders are considered to be related parties.(b) June Secured Debentures On June 24, 2022 in connection with the closing of the Recapitalization Transaction, the Company entered into the Secured Debenture Purchase Agreement (the "Secured DPA"), between ICM, the other Credit Parties (as defined in the Secured DPA), the Collateral Agent, and the lenders party thereto (the “New Secured Lenders”) pursuant to which ICM issued the June Secured Debentures in the aggregate principal amount of $99.7 million which accrue interest at the rate of 8.0% per annum increasing to 11.0% per annum upon the occurrence of an Event of Default (as defined in the Secured DPA), with a maturity date of June 24, 2027. The June Secured Debentures may be prepaid on a pro rata basis from and after the third anniversary of the Closing Date of the Recapitalization Transaction upon prior written notice to the New Secured Lenders without premium or penalty.The host debt, classified as a liability using the guidance of ASC 470, was recognized at the carrying value of $84.5 million.Interest is to be paid in kind by adding the interest accrued on the principal amount on the last day of each fiscal quarter (the first such interest payment date being June 30, 2022) and such amount thereafter becoming part of the principal amount, which will accrue additional interest. Interest paid in kind will be payable on the date when all of the principal amount is due and payable. For the year ended December 31, 2025, interest expense and accretion expense of $10.2 million and $3.1 million, respectively, were recorded on the consolidated statements of operations (December 31, 2024—$9.4 million and $3.0 million, respectively). The terms of the Secured DPA impose certain restrictions on the Company’s operating and financing activities, including certain restrictions on the Company’s ability to: incur certain additional indebtedness; grant liens; make certain dividends and other payment restrictions affecting the Company’s subsidiaries; issue shares or convertible securities; and sell certain assets. The June Secured Debentures are secured by all current and future assets of the Company and ICM. The terms of the Secured DPAs do not have any financial covenants or market value test and ICM is in compliance with the terms of the June Secured Debentures as of December 31, 2025. The June Secured Debentures are classified as long-term debt, net of issuance costs on the consolidated balance sheets. Certain of the New Secured Lenders that hold the June Secured Debentures, including Gotham Green Fund 1, L.P., Gotham Green Fund 1 (Q), L.P., Gotham Green Fund II, L.P., Gotham Green Fund II (Q), Gotham Green Credit Partners SPV 1, L.P., Gotham Green Partners SPV V, L.P., L.P., and Parallax Master Fund, LP, held greater than 5.0% of the outstanding common shares of the Company upon the closing of the Recapitalization Transaction. As principal owners of the Company, certain of the New Secured Lenders are considered to be related parties.(c) June Unsecured Debentures On June 24, 2022 in connection with the closing of the Recapitalization Transaction, the Company entered into the Unsecured Debenture Purchase Agreement (the "Unsecured DPA"), pursuant to which ICM issued June Unsecured Debentures in the aggregate principal amount of $20.0 million which accrue interest at the rate of 8.0% per annum increasing to 11.0% per annum upon the occurrence of an Event of Default (as defined in the Unsecured DPA), with a maturity date of June 24, 2027. The June Unsecured Debentures may be prepaid on a pro rata basis from and after the third anniversary of the Closing Date of the Recapitalization Transaction upon prior written notice to the Unsecured Lender without premium or penalty.The host debt, classified as a liability using the guidance of ASC 470, was recognized at the carrying value of $14.9 million. Interest is to be paid in kind by adding the interest accrued on the principal amount on the last day of each fiscal quarter (the first such interest payment date being June 30, 2022) and such amount thereafter becoming part of the principal amount, which will accrue additional interest. Interest paid in kind will be payable on the date when all of the principal amount is due and payable.For the year ended December 31, 2025, interest expense and accretion expense of $2.0 million and $1.1 million, respectively, were recorded on the consolidated statements of operations (December 31, 2024—$1.9 million and $1.0 million, respectively). The terms of the Unsecured DPA impose certain restrictions on the Company’s operating and financing activities, including certain restrictions on the Company’s ability to: incur certain additional indebtedness; grant liens; make certain dividends and other payment restrictions affecting the Company’s subsidiaries; issue shares or convertible securities; and sell certain assets. The terms of the Unsecured DPA do not have any financial covenants or market value test, and ICM is in compliance with the terms of the June Unsecured Debentures as of December 31, 2025. The June Unsecured Debentures are classified as long-term debt, net of issuance costs on the consolidated balance sheets. Certain of the Secured Lenders and Consenting Unsecured Lenders, including Gotham Green Fund 1, L.P., Gotham Green Fund 1 (Q), L.P., Gotham Green Fund II, L.P., Gotham Green Fund II (Q), L.P., Gotham Green Credit Partners SPV 1, L.P., Gotham Green Partners SPV V, L.P., Oasis Investments II Master Fund LTD., Senvest Global (KY), LP, Senvest Master Fund, LP, Parallax Master Fund, L.P. and Hadron Healthcare and Consumer Special Opportunities Master Fund, held greater than 5.0% of the outstanding common shares of the Company upon the closing of the Recapitalization Transaction. As principal owners of the Company, certain of the Consenting Unsecured Lenders are considered to be related parties.(d) Additional Secured Debentures Pursuant to the terms of the Secured DPA, ICM issued an additional $25.0 million of June Secured Debentures (the "Additional Secured Debentures") on June 24, 2022 which accrue interest at the rate of 8.0% per annum increasing to 11.0% per annum upon the occurrence of an Event of Default (as defined in the Secured DPA), with a maturity date of June 24, 2027.The host debt, classified as a liability using the guidance of ASC 470, was recognized at the carrying value of $25.0 million. Interest is to be paid in kind by adding the interest accrued on the principal amount on the last day of each fiscal quarter (the first such interest payment date being June 30, 2022) and such amount thereafter becoming part of the principal amount, which will accrue additional interest. Interest paid in kind will be payable on the date when all of the principal amount is due and payable. For the year ended December 31, 2025, interest expense of $2.6 million, was recorded on the consolidated statements of operations (December 31, 2024 - $2.4 million). The terms of the Secured DPA impose certain restrictions on the Company’s operating and financing activities, including certain restrictions on the Company’s ability to: incur certain additional indebtedness; grant liens; make certain dividends and other payment restrictions affecting the Company’s subsidiaries; issue shares or convertible securities; and sell certain assets. The Additional Secured Debentures are secured by all current and future assets of the Company and ICM. The terms of the Secured DPAs do not have any financial covenants or market value test, and ICM is in compliance with the terms of the Additional Secured Debentures as of December 31, 2025. The Additional Secured Debentures are classified as long-term debt, net of issuance costs on the consolidated balance sheets. Certain of the Secured Lenders and Consenting Unsecured Lenders, including Gotham Green Fund 1, L.P., Gotham Green Fund 1 (Q), L.P., Gotham Green Fund II, L.P., Gotham Green Fund II (Q), L.P., Gotham Green Credit Partners SPV 1, L.P., Gotham Green Partners SPV V, L.P., Oasis Investments II Master Fund LTD., Senvest Global (KY), LP, Senvest Master Fund, LP, Parallax Master Fund, L.P. and Hadron Healthcare and Consumer Special Opportunities Master Fund, held greater than 5.0% of the outstanding common shares of the Company upon the closing of the Recapitalization Transaction. As principal owners of the Company, certain of the Consenting Unsecured Lenders are considered to be related parties.Note 10 - Share Capital (a) Share Capital Authorized: Unlimited common shares. The shares have no par value. The Company’s common shares are voting and dividend-paying. The following is a summary of the common share issuances for the year ended December 31, 2025: •On January 9, 2025, the Company issued common shares totaling 41,667 with respect to the Cheetah Acquisition (Refer to Note 4).•On January 14, 2025, the Company issued 26,661 common shares for vested restricted stock units (“RSUs”). The Company withheld 1,029 common shares to satisfy employees’ tax obligations of less than $0.1 million.•On April 1, 2025, the Company issued 213 common shares for vested RSUs. The Company withheld 67 common shares to satisfy employees’ tax obligations of less than $0.1 million. •On April 23, 2025, the Company withheld 9,910 common shares for RSUs to satisfy employees' tax obligations of $0.1 million. •On July 8, 2025, the Company issued 4,733 common shares for vested RSUs. The Company withheld 2,229 common shares to satisfy employees’ tax obligations of less than $0.1 million.•On August 15, 2025, the Company issued common shares totaling 41,666 with respect to the Cheetah Acquisition (Refer to Note 4).•On September 30, 2025, the Company issued 67,478 common shares for vested RSUs. The Company withheld 30,117 common shares to satisfy employees’ tax obligations of $0.2 million.•On November 14, 2025, the Company issued common shares totaling 41,667 with respect to the Cheetah Acquisition (Refer to Note 4). The following is a summary of the common share issuances for the year ended December 31, 2024. •On January 2, 2024, the Company issued common shares totaling 20,000 for the Hi-Med Settlement Agreement (Refer to Note 14).•On January 5, 2024, the Company issued 23,461 common shares for vested RSUs. The Company withheld 2,300 common shares to satisfy employees’ tax obligations of less than $0.1 million.•On February 2, 2024, the Company issued common shares totaling 2,000 for vested RSUs.•On February 27, 2024, the Company issued 61,314 common shares to the holders of the Senior Secured Bridge Notes to satisfy the amendment fee pertaining to the 2024 NJ Amendment.•On April 24, 2024, the Company issued common shares totaling 486 for vested RSUs. The Company withheld 162 common shares to satisfy employees’ tax obligations of less than $0.1 million.•On July 2, 2024, the Company issued common shares totaling 17,977 for vested RSUs. The Company withheld 6,423 common shares to satisfy employees’ tax obligations of less than $0.1 million.•On October 8, 2024, the Company issued common shares totaling 66,345 for vested RSUs. The Company withheld 19,830 common shares to satisfy employees’ tax obligations of $0.1 million.•On December 13, 2024, the Company issued common shares totaling 5,000 for the Ninth Square Settlement Agreement (Refer to Note 14).(b) Potentially Dilutive Securities The following table summarizes potentially dilutive securities, and the resulting common share equivalents outstanding as of December 31, 2025 and 2024: December 31, 2025 December 31, 2024 Common share options 7,877 7,877 Restricted stock units 381,258 325,539 Total 389,135 333,416 (c) Equity Incentive Plans On December 31, 2021, the Board approved the Company’s Amended and Restated Omnibus Incentive Plan (the “Omnibus Incentive Plan”) dated October 15, 2018, whereas, the Company may award stock options or RSUs (the "Awards") to board members, officers, employees or consultants of the Company. The Omnibus Incentive Plan authorizes the issuance of up to 20% of the number of outstanding shares of common stock of the Company.Awards generally vest over a three-year period and the estimated fair value of the Awards at issuance is recognized as compensation expense over the related vesting period.Stock Options The Company's stock options are currently held by two former officers of the Company which have fully vested on July 10, 2023. Share-based compensation expense related to stock options for the year ended December 31, 2025 was $Nil (December 31, 2024 — $Nil), and is presented in selling, general and administrative expenses on the consolidated statements of operations. The following table summarizes certain information in respect of option activity during the period: Year Ended December 31, 2025 Year Ended December 31, 2024 Units Weighted AverageExercise Price Weighted Average Contractual Life Units Weighted AverageExercise Price Weighted Average Contractual Life Options outstanding, beginning 7,877 $ 0.05 5.53 7,877 $ 0.05 6.78 Granted — — — — — — Cancellations — — — — — — Forfeitures — — — — — — Expirations — — — — — — Options outstanding, ending (1) 7,877 $ 0.05 4.53 7,877 $ 0.05 5.53 (1)As of December 31, 2025, 7,877 of the stock options outstanding were exercisable (December 31, 2024—7,877). The Company used the Black-Scholes option pricing model to estimate the fair value of the options at the grant date using the following ranges of assumptions: The expected volatility was estimated by using the historical volatility of the Company. The expected life in years represents the period of time that options granted are expected to be outstanding. In accordance with Staff Accounting Bulletin (“SAB”) Topic 14, the Company uses the simplified method for estimating the expected term. The Company believes the use of the simplified method is appropriate due to the employee stock options qualifying as “plain-vanilla” options under the criteria established by SAB Topic 14. The risk-free rate was based on the United States bond yield rate at the time of grant of the award. Expected annual rate of dividends is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. There was no stock option activity for the years ended December 31, 2025 and 2024.Restricted Stock Units On December 31, 2021, the Board approved a long-term incentive program, pursuant to which, on July 26, 2022, the Company issued certain employees of the Company and its subsidiaries, RSUs, under the Company’s Omnibus Incentive Plan. RSUs represent a right to receive a single common share that is both non-transferable and forfeitable until certain conditions are satisfied. On December 31, 2021 and June 23, 2022, the Board approved the allocation of 363,921 and 26,881 RSUs, respectively, to Board members, directors, officers, and key employees of the Company. The RSUs granted by the Company vest upon the satisfaction of both a service-based condition of three years and a liquidity condition, the latter of which was not satisfied until the closing of the Recapitalization Transaction. As the liquidity condition was not satisfied until the closing of the Recapitalization Transaction, in prior periods, the Company had not recorded any expense related to the grant of RSUs. Share-based compensation expense in relation to the RSUs is recognized using the graded vesting method, in which compensation costs for each vesting tranche is recognized ratably from the service inception date to the vesting date for that tranche. The fair value of the RSUs is determined using the Company’s closing stock price on the grant date. Certain RSU recipients were also holders of the Original Awards, which were cancelled upon closing the Recapitalization Transaction. The RSUs granted to these employees have been treated as replacement awards (the “Replacement RSUs”) and are accounted for as a modification to the Original Awards. As the fair value of the Original Awards was $Nil on the modification dates, the incremental compensation cost recognized is equal to the fair value of the Replacement RSUs on the modification date, which shall be recognized over the remaining requisite service period. Periodically, the Board awards RSUs to its members and officers. On November 26, 2024, the Board awarded 144,500 RSUs to four Board members. The RSUs shall vest over a period of one year. The fair value of RSUs is determined on the grant date and is amortized over the vesting period on a straight-line basis.On April 25, 2025, the Board awarded 5,672 RSUs to four officers. The RSUs shall vest over a period of one year. The fair value of RSUs is determined on the grant date and is amortized over the vesting period on a straight-line basis.The most recent issuances were on September 29, 2025, where 250 RSUs were issued to an employee and on December 1, 2025, where 149,332 RSUs were issued to six officers. The RSUs vest over a period of one to three years. The fair value of RSUs is determined on the grant date and is amortized over the vesting period on a straight-line basis.During the year ended December 31, 2025, the Company recognized $1.8 million of share-based compensation expense associated with the RSUs (December 31, 2024 — $2.1 million). Share-based compensation expense is presented in selling, general and administrative expenses on the consolidated statements of operations. As of December 31, 2025, there was approximately $1.7 million of total unrecognized compensation cost related to unvested RSUs which is expected to be recognized over a weighted-average service period of one year.The following table summarizes certain information in respect of RSU activity during the period: Year Ended December 31, 2025 Year Ended December 31, 2024 Units WeightedAverageGrant Price Units WeightedAverageGrant Price Unvested balance, beginning 298,877 $ 0.01 315,668 $ 0.02 Granted 155,254 0.00 144,500 0.01 Vested (186,757 ) 0.01 (126,957 ) 0.02 Forfeited (450 ) 0.01 (34,334 ) 0.02 Unvested balance, ending 266,924 $ 0.01 298,877 $ 0.01 Note 11 - Segment Information Management, including the Company’s Chief Executive Officer, who is considered the Company’s Chief Operating Decision Maker (“CODM”) (as defined in the FASB ASC Topic 280 Segment Reporting), assesses segment performance based on segment revenues, gross margins, and net income/(loss). For instance, the CODM uses both segment gross profit and segment profit/loss from operations to allocate resources (including labor or capital resources) to each of the geographical locations (entities) in the forecasts. An analysis of the gross profit from the regions enables decisions regarding marketing activities, additional investments or scale back of expansion plans, as well as implementation of cost management strategies. The Company divides its reportable operating segments primarily by geographic region. The Company has two reportable operating segments: Eastern Region and Western Region. The Eastern Region includes the Company’s operations in Florida, Maryland, Massachusetts, New York, New Jersey, Illinois, and Pennsylvania. The Western Region includes the Company’s operations in Arizona and results from the Nevada business through June 24, 2024 when it was sold and subsequently deconsolidated. The two geographic regions are looked at separately by the CODM and Company’s management as the operations within those regions are in different stages of development. The operations comprising the Western Region are more established than those in the Eastern Region. Most of the Company’s financial and operational growth is being driven by the Eastern Region. Both the Eastern Region and the Western Region segments generate revenues from the sale of cannabis products through retail dispensaries as well as wholesale supply agreements. The “Other” category in the disclosure below comprises items not separately identifiable to the two reportable operating segments and are not part of the measures used by the Company when assessing the reportable operating segments’ results. It also includes items related to operating segments of the Company that did not meet the quantitative thresholds under ASC 280-10-50-12 to be considered reportable operating segments, nor did they meet the aggregation criteria under ASC 280-10-50-11 to qualify for aggregation with one of the two reportable operating segments of the Company. All inter-segment profits are eliminated upon consolidation. Reportable Segments Year Ended December 31, 2025 2024 Revenues, net of discounts Eastern Region(1) $ 133,605 $ 128,553 Western Region(2) 10,381 39,014 Total $ 143,986 $ 167,567 Gross profit Eastern Region $ 61,025 $ 60,219 Western Region 4,672 14,895 Total $ 65,697 $ 75,114 Operating expenses: Selling, general and administrative expenses Eastern Region $ 39,531 $ 34,555 Western Region 3,474 8,360 Other 17,881 19,267 Total $ 60,886 $ 62,182 Depreciation and amortization Eastern Region $ 13,995 $ 15,186 Western Region 2,161 7,033 Other 1,059 462 Total $ 17,215 $ 22,681 Write-downs, (recoveries) and other charges, net Eastern Region $ 2,814 $ (1,985 ) Western Region — 429 Other 199 320 Total $ 3,013 $ (1,236 ) Income (loss) from operations Eastern Region $ 4,684 $ 12,463 Western Region (963 ) (927 ) Other (19,139 ) (20,049 ) Total $ (15,418 ) $ (8,513 ) Other income (expenses), net Eastern Region $ 3,823 $ (868 ) Western Region 27,994 (3,307 ) Other (39,565 ) (12,626 ) Total $ (7,748 ) $ (16,801 ) Income tax (benefit) expense Eastern Region $ 9,309 $ 10,440 Western Region 2,251 8,513 Other 5,478 (36,631 ) Total $ 17,038 $ (17,678 ) Net income (loss) Eastern Region $ (1,878 ) $ 1,157 Western Region 24,780 (12,749 ) Other (63,105 ) 3,956 Total $ (40,203 ) $ (7,636 ) (1)Eastern region includes revenue from the sale of our new Cheetah brand of products in Illinois and Pennsylvania.(2)Western region no longer includes Nevada operations as results were deconsolidated as of June 24, 2024. Supplemental Segment Disclosures: Year Ended December 31, 2025 2024 Purchase of property, plant and equipment Eastern Region $ 25,288 $ 5,232 Western Region — 189 Other 377 98 Total $ 25,665 $ 5,519 Purchase of other intangible assets Eastern Region $ — $ 20 Other 4,826 185 Total $ 4,826 $ 205 As of December 31, As of December 31, 2025 2024 Assets Eastern Region $ 225,124 $ 212,007 Western Region 8,454 40,124 Other 22,408 18,912 Total $ 255,986 $ 271,043 Major Customers Major customers are defined as customers that each individually accounted for greater than 10% of the Company’s annual revenues. For the years ended December 31, 2025 and 2024, no sales were made to any one customer that represented in excess of 10% of the Company’s total revenues. Geographic Information As of December 31, 2025 and 2024, substantially all of the Company’s assets were located in the United States and all of the Company’s revenues were earned in the United States. Disaggregated Revenues The Company disaggregates revenues into categories that depict how the nature, amount, timing and uncertainty of the revenues and cash flows are affected by economic factors. For the years ended December 31, 2025 and 2024, the Company disaggregated its revenues as follows: Year Ended December 31, 2025 2024 Revenues, net of discounts iAnthus branded products $ 63,168 $ 84,904 Third party branded products 55,128 64,506 Wholesale/bulk/other products 25,690 18,157 Total $ 143,986 $ 167,567 Note 12 - Financial Instruments Fair values have been determined for measurement and/or disclosure purposes based on the following methods. The Company characterizes inputs used in determining fair value using a hierarchy that prioritizes inputs depending on the degree to which they are observable. The levels of the fair value hierarchy are as follows: •Level 1 – fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities; •Level 2 – fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and •Level 3 – fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs). The carrying values of cash, receivables, payables and accrued liabilities approximate their fair values because of the short- term nature of these financial instruments. Balances due to and due from related parties have no terms and are payable on demand, thus are also considered current and short-term in nature, hence carrying value approximates fair value. The component of the Company’s long-term debt attributed to the host liability is recorded at amortized cost. Investments in debt instruments that are held to maturity are also recorded at amortized cost. The following table summarizes the fair value hierarchy for the Company’s financial assets and financial liabilities that are re-measured at their fair values periodically: As of December 31, 2025 As of December 31, 2024 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Financial assets Long term investments $ 2 $ — $ 840 $ 842 $ 10 $ — $ 853 $ 863 Financial liabilities Contingent consideration payable $ — $ — $ 3,407 $ 3,407 $ — $ — $ 3,127 $ 3,127 There were no transfers or change in valuation method between Level 1, Level 2, and Level 3 within the fair value hierarchy during the years ended December 31, 2025 and 2024. Financial Assets The Company’s investment in 4 Front Venture Corp. as of December 31, 2025 and 2024, is considered to be a Level 1 instrument because it is comprised of shares of a public company, and there is an active market for the shares and observable market data, or inputs are now available. Level 1 investments are comprised of equity investments which are re-measured at fair value using quoted market prices. Level 3 investments are comprised of two investments made by the Company in which it holds an equity interest. These two investments are in The Pharm Stand, LLC and Island Thyme, LLC. There have been no changes to Level 3 investments between December 31, 2025 and 2024. The Company exercises significant influence for one of these investments and therefore records this investment under the equity method. The investment was initially recognized at cost and the Company recognizes its proportionate share of earnings and losses from the investment each reporting period.The following table summarizes the changes in Level 1 and Level 3 financial assets: Financial Assets 4Front Venture Corp. The Pharm Stand, LLC Island Thyme, LLC Balance as of December 31, 2023 $ 56 — $ 679 Additions — 125 260 Revaluations (46 ) — — Loss on equity method investments — — (211 ) Balance as of December 31, 2024 $ 10 $ 125 $ 728 Additions — — — Revaluations (8 ) — — Loss on equity method investments — — (13 ) Balance as of December 31, 2025 $ 2 $ 125 $ 715 The Company’s financial and non-financial assets such as prepayments, other assets including equity accounted investments, property, plant and equipment, and intangibles, are measured at fair value when there is an indicator of impairment and are recorded at fair value only when an impairment charge is recognized. Financial Liabilities The following table summarizes the changes in the Company's Level 3 financial liabilities: Financial Liabilities Contingent Consideration Payable Balance as of December 31, 2024 $ 3,127 Consideration paid — Revaluations 280 Balance as of December 31, 2025 $ 3,407 As of December 31, 2025, the current portion of the contingent consideration payable is $1.1 million and is presented within accrued and other current liabilities on the consolidated balance sheets.The Company’s contingent consideration payable relates to the additional Earn-Out to be paid as part of the Cheetah Acquisition and is categorized as a Level 3 financial instrument within the fair value hierarchy, as specific valuation techniques using unobservable inputs is required. The Company is using a probability-weighted average scenario approach in assigning probabilities across multiple outcomes of the potential EBITDA earned from Cheetah which forms the basis of the Earn-Out. These assumptions include financial forecasts, discount rates, and growth expectations. As of December 31, 2025, the discount rate applied was the Company's incremental borrowing rate of 13.9% and growth expectations on potential EBITDA earned from Cheetah were in the range of 36% to 89% in 2026, and 0% to 20% in 2027. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s management.The following table summarizes the Company’s long-term debt instruments (Refer to Note 9) at their carrying value and fair value: As of December 31, 2025 As of December 31, 2024 Carrying Value Fair Value Carrying Value Fair Value June Unsecured Debentures $ 24,855 $ 23,831 $ 21,750 $ 20,142 June Secured Debentures 160,772 154,569 144,913 134,096 Secured Notes 8,359 8,089 14,968 15,223 Other — — 696 687 Total $ 193,986 $ 186,489 $ 182,327 $ 170,148 Note 13 - Commitments In the ordinary course of business, the Company enters into contractual agreements with third parties that include non-cancelable payment obligations, for which it is liable in future periods. These arrangements can include terms binding the Company to minimum payments and/or penalties if it terminates the agreement for any reason other than an event of default as described in the agreement. The following table summarizes the Company’s contractual obligations and commitments as of December 31, 2025: 2026 2027 2028 2029 2030 Operating leases $ 7,195 $ 6,849 $ 6,883 $ 6,668 $ 5,987 Service and other contracts 1,986 148 162 — — Long-term debt — 226,338 — 97 111 Contingent consideration payable from Cheetah Acquisition 1,087 2,319 — — — Total $ 10,268 $ 235,654 $ 7,045 $ 6,765 $ 6,098 The Company’s commitments include employees, consultants and advisors, as well as leases and construction contracts for offices, dispensaries and cultivation facilities in the U.S. and Canada. The Company has certain operating leases with renewal options extending the initial lease term for an additional one to 15 years. Sale of Certain Massachusetts AssetsOn February 9, 2024, ICH's wholly-owned subsidiary, Mayflower Medicinals Inc. ("Mayflower"), entered into an Asset Purchase Agreement (the "MA Purchase Agreement") with an unaffiliated third-party buyer (the "MA Buyer"), pursuant to which, Mayflower agreed to sell certain of its assets associated with its Holliston, Massachusetts cultivation and product manufacturing facility (the "Purchased Assets") for $3.0 million (the "Purchase Price"). The transaction closed on September 27, 2024 (the "MA Closing Date"). On the MA Closing Date, $0.5 million was paid in cash (the "Cash Closing Payment"), while the remaining $2.5 million of the Purchase Price will be paid in installments pursuant to two promissory notes (the "MA Notes") as follows: $0.5 million to be paid in equal monthly installments over eight months with interest accruing at 7% per annum, and $2.0 million to be paid in equal monthly installments over 36 months with interest accruing at 7% per annum. As security for payments under the notes, Mayflower executed a security agreement, granting it a first priority lien on the Purchased Assets. The proceeds from the Cash Closing Payment was used by the Company to satisfy certain federal tax obligations. The Company recognized a gain on disposal of $2.6 million, which was the difference between the aggregate fair value of the consideration and the carrying value of the net assets disposed as of the MA Closing Date, which was presented in "recoveries, write-downs and other charges, net" on the consolidated statements of operations for the year ended December 31, 2024. Since the MA Closing Date, the Company has not received any of the scheduled payments pursuant to the MA Notes from the MA Buyer. As a result, during the year ended December 31, 2025, the Company recorded credit loss provisions $1.8 million, which is included within "write-downs, recoveries, and other charges, net" on the consolidated statements of operations. As of December 31, 2025, the MA Notes, net of credit loss provisions is $0.5 million (December 31, 2024 - $2.3 million), which is the portion of the MA Notes that is secured for repayment via a pledge, under a guarantor's agreement executed by the parties.Divesture of Nevada BusinessOn February 23, 2024, the Company's wholly-owned subsidiary, GreenMart of Nevada NLV, LLC ("GMNV") entered into an Asset Purchase Agreement (the "NV Purchase Agreement") with an unaffiliated, third-party buyer (the "NV Buyer"), pursuant to which, GMNV agreed to sell substantially all of the assets of GMNV to the NV Buyer, including GMNV's co-located medical and adult-use cultivation and production facility in North Las Vegas, Nevada, its adult-use dispensary in Las Vegas, Nevada, and its two conditional adult-use dispensary licenses to be located in Henderson and Reno, Nevada (the "Business"). After closing adjustments, the aggregate proceeds to be received from the sale are $5.9 million (the "Purchase Price"). Of the total Purchase Price, $3.5 million was paid in cash at the closing of the NV Purchase Agreement ("NV Closing") and the remaining balance of the Purchase Price is to be paid on a quarterly basis, beginning six months after the NV Closing, over 36 months with interest accruing at 8% per annum. On February 23, 2024, GMNV also entered into a Management Agreement (the "NV Management Agreement"), pursuant to which, the NV Buyer's affiliated entity (the "Manager"), will assume full operational and managerial control of the Business, which was approved by the NV CCB and became effective as of June 24, 2024 (the “NV Management Agreement Effective Date”). As of the NV Management Agreement Effective Date, all operational control of GMNV was transferred to the Manager and the Company determined that it no longer had a controlling financial interest as of the NV Management Agreement Effective Date. The Company recognized an initial gain of $2.1 million, which was the carrying value of the net liabilities disposed from deconsolidation on the NV Management Agreement Effective Date, which was presented in "interest and other income" on the consolidated statements of operations for the year ended December 31, 2024. The NV Closing was subject to, among other customary conditions, receipt of approval of the Nevada Cannabis Compliance Board (the "NV CCB"). On March 20, 2025, the Company received approval from the NV CCB for the NV Purchase Agreement and transfer of the licenses to the NV Buyer. The effective closing date of the NV Closing is March 31, 2025 (the "NV Closing Date"). On the NV Closing Date, the Company received $3.5 million in cash of the Purchase Price, while the remainder is paid through quarterly repayments by way of a promissory note (the "NV Note") issued by the NV Buyer, in respect of which quarterly repayments commenced in September 2025. Accordingly, the Company recognized a gain of $5.7 million, which is the aggregate fair value of the consideration to be received from the Buyer, which is presented in "interest and other income" on the consolidated statements of operations for the year ended December 31, 2025. As of December 31, 2025, the balance outstanding on the NV Note including accrued interest was $2.2 million, of which, $1.1 million is classified within "other current assets" on the consolidated balance sheets. Sale of Certain Arizona AssetsOn February 6, 2025, the Company entered into definitive agreements (the "AZ Purchase Agreements") with an unaffiliated third-party buyer (the "AZ Buyer"), pursuant to which the Company agreed to sell three dispensaries and two processing/cultivation facilities in Arizona for aggregate consideration of approximately $36.5 million (the "AZ Transaction"). The AZ Transaction includes two dispensaries, a processing facility and a cultivation/processing facility located in Mesa, Arizona as well as one dispensary located in Phoenix, Arizona (collectively, the "Facilities"). Following the closing of the AZ Transaction, the Company will continue to operate one dispensary in Mesa, Arizona. Pursuant to the AZ Purchase Agreements, the Company agreed to sell and the AZ Buyer agreed to acquire, substantially all of the assets related to or used in connection with the Facilities, including, but not limited to, all cannabis licenses associated with such businesses and related real property (collectively, the "AZ Purchased Assets"), together with certain assumed liabilities related to the AZ Purchased Assets. The closing of the Transaction is subject to customary conditions precedent, including the receipt of applicable consents and regulatory approvals. The purchase price for the AZ Purchased Assets is approximately $36.5 million and will consist of approximately $20 million of cash payable at closing, subject to certain adjustments, and a secured promissory note to be issued by the AZ Buyer in the principal amount of $16.5 million (the "AZ Note"). The AZ Note will bear interest at a rate of six percent per annum compounded annually, with a term of 66 months. The AZ Transaction closed on February 14, 2025, with an effective closing date of February 10, 2025, which is the date the AZ Buyer assumed the financial benefit and risk relating to the AZ Purchased Assets. At this time, the Company received cash net of closing adjustments of $15.8 million and recognized the fair value of consideration receivable under the AZ Note of $13.5 million. Accordingly, the Company recognized a gain on deconsolidation of $6.3 million, which was difference between the aggregate fair value of the consideration and the carrying value of the net assets disposed from deconsolidation, which is presented in "interest and other income" on the consolidated statements of operations for the year ended December, 2025. On August 29, 2025 (the "AZ Note Closing Date"), the Company entered into a Promissory Note Purchase Agreement (“AZ Note Purchase Agreement”) with an unaffiliated third-party buyer (the “AZ Note Purchaser”) for the sale of the AZ Note. Pursuant to the AZ Note Purchase Agreement and as of the AZ Note Closing Date, the Company agreed to sell, assign, and transfer to the AZ Note Purchaser all its right, title, and interest in the AZ Note and related security documents (collectively, the “AZ Note Assets”). The aggregate consideration for the AZ Note Assets is $11.3 million, which is payable as follows: (i) $10.1 million in cash on the AZ Note Closing Date, subject to certain adjustments for transaction costs, and (ii) $1.2 million to be held in an escrow account to meet any shortfall amounts as contained in the AZ Note Purchase Agreement, with any outstanding balance in the escrow account to be transferred to the Company on the first anniversary of the AZ Note Closing Date. Prior to the sale of the AZ Note, the balance including accrued interest on the AZ Note was $12.7 million. Following the AZ Note Closing Date, the Company recognized a loss of $1.4 million, which was the difference between the aggregate fair value of the consideration and the carrying value of the AZ Note, which is presented in "interest and other income" on the consolidated statements of operations for the year ended December 31, 2025. Note 14 - Contingencies and Guarantees The Company is involved in lawsuits, claims, and proceedings, including those identified below, which arise in the ordinary course of business. In accordance with the FASB ASC Topic 450 Contingencies, the Company will make a provision for a liability when it is both probable that a loss has been incurred and the amount of the loss can be reasonably estimated. The Company believes it has adequate provisions for any such matters. The Company reviews these provisions in conjunction with any related provisions on assets related to the claims at least quarterly and adjusts these provisions to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel and other pertinent information related to the case. Should developments in any of these matters outlined below cause a change in the Company’s determination as to an unfavorable outcome and result in the need to recognize a material provision, or, should any of these matters result in a final adverse judgment or be settled for significant amounts, they could have a material adverse effect on the Company’s results of operations, cash flows, and financial position in the period or periods in which such a change in determination, settlement or judgment occurs. The Company expenses legal costs relating to its lawsuits, claims and proceedings as incurred. The Company has been named as a defendant in several legal actions and is subject to various risks and contingencies arising in the normal course of business. Based on consultation with counsel, management and legal counsel is of the opinion that the outcome of these uncertainties will not have a material adverse effect on the Company’s financial position. The events that allegedly gave rise to the following claims occurred prior to the Company’s closing of the MPX Acquisition in February 2019 are as follows: On May 29, 2019, Walmer Capital Limited (“Walmer”) and Island Investments Holdings Limited (“Island”) filed a statement of claim in the Ontario Superior Court of Justice against MPX Bioceutical ULC (“MPX ULC”). The claim arose from the debentures (the “MPX Debentures”) issued by MPX Bioceutical Corporation (“MPX Corporation”) in May 2018, the majority of which debentures were redeemed on April 24, 2019 by MPX ULC, a wholly-owned subsidiary of the Company and the successor entity to MPX Corporation following the MPX Acquisition. MPX ULC withheld the redemption of approximately $1.3 million of the original subscription amount of the MPX Debentures as MPX ULC was unable to confirm valid payment of such debentures (the “Disputed Debentures”). The plaintiffs’ statement of claim alleged that the plaintiffs were entitled to the Disputed Debentures and sought immediate conversion of such debentures into the Company’s common shares. In addition, the plaintiffs sought damages including, but not limited to, for breach of the Disputed Debentures and related indenture in the amount of $111.0 million and breach of a security subordination agreement in the amount of $3.5 million. On July 2, 2019, Walmer, Island, Walmer’s principal, Alastair Crawford (“Crawford”), Broughton Limited (“Broughton”) and Puddles 8 Limited (“Puddles”) filed a petition in British Columbia against the Company and its then directors based on the same facts as alleged in the statement of claim filed by Walmer and Island in the Ontario Superior Court of Justice and seeking a declaration that the respondents engaged in oppressive or unfairly prejudicial conduct and resulting damages. In September 2019, the parties to the Ontario action and the British Columbia petition agreed to consolidate the two proceedings into one action that addresses all issues in the British Columbia petition and agreed to discontinue the separate proceedings. On August 23, 2019, Walmer, Island, Crawford, Broughton and Puddles filed a notice of civil claim in the Supreme Court of British Columbia against MPX ULC, the Company and its then directors consolidating the allegations made in the previously commenced Ontario action and British Columbia petition and seeking, among other things: (i) a mandatory order compelling MPX ULC and the Company to convert the Disputed Debentures into common shares of the Company; (ii) damages for breach of the Disputed Debentures (and indentures) and breach of fiduciary obligations in the amount of $111.0 million; (iii) damages for breach of a security subordination agreement in the amount of $3.5 million; (iv) damages for breach of a consultancy agreement in the approximate amount of $0.4 million plus approximately $0.2 million plus certain warrants; and (v) damages for breach of the duty of good faith in the amount of $1.0 million. On October 31, 2019, the Company and MPX ULC served the plaintiffs with a response and counterclaim. On December 3, 2019, the plaintiffs served (i) a notice of application seeking an order to strike the Company’s and MPX ULC’s counterclaim against Timothy Childs, Island’s principal, in his personal capacity, on the basis that it alleges no cause of action against him and (ii) a notice of application for summary judgment. On February 11, 2020, the Company’s directors filed a defense to the plaintiffs’ claim with the Supreme Court of British Columbia. On August 22, 2023, Walmer, Island, Broughton, Crawford and Puddles filed a Notice of Intention to Proceed with their claim. On June 4, 2025, the plaintiffs filed an Amended Notice of Civil Claim (the "Amended Claim"), which, among other things, revised the relief sought by the plaintiffs. Pursuant to the Amended Claim, the plaintiffs are seeking: (i) damages for failure to pay the Disputed Debentures in the amount of $1.8 million plus bonus and interest; (ii) damages for breach of a consultancy agreement in amount of $0.4 million plus approximately $0.2 million; and (iii) damages for breach of the duty of good faith owed to the plaintiffs in the amount of $1.0 million. The Company and MPX ULC filed its response and counterclaim on July 4, 2025.In addition, the Company is currently reviewing the following matters with legal counsel and has not yet determined the range of potential losses: In October 2018, Craig Roberts and Beverly Roberts (the “Roberts”) and the Gary W. Roberts Irrevocable Trust Agreement I, Gary W. Roberts Irrevocable Trust Agreement II, and Gary W. Roberts Irrevocable Trust Agreement III (the “Roberts Trust” and together with the Roberts, the “Roberts Plaintiffs”) filed two separate but similar declaratory judgment actions in the Circuit Court of Palm Beach County, Florida against GrowHealthy Holdings, LLC (“GrowHealthy Holdings”) and the Company in connection with the acquisition of substantially all of GrowHealthy Holdings’ assets by the Company in early 2018. The Roberts Plaintiffs sought a declaration that the Company must deliver certain share certificates to the Roberts without requiring them to deliver a signed Shareholder Representative Agreement to GrowHealthy Holdings, which delivery was a condition precedent to receiving the Company share certificates and required by the acquisition agreements between GrowHealthy Holdings and the Company. In January 2019, the Circuit Court of Palm Beach County denied the Roberts Plaintiffs’ motion for injunctive relief, and the Roberts Plaintiffs signed and delivered the Shareholder Representative Agreement forms to GrowHealthy Holdings while reserving their rights to continue challenging the validity and enforceability of the Shareholder Representative Agreement. The Roberts Plaintiffs thereafter amended their complaints to seek monetary damages in the aggregate amount of $22.0 million plus treble damages. On May 21, 2019, the court issued an interlocutory order directing the Company to deliver the share certificates to the Roberts Plaintiffs, which the Company delivered on June 17, 2019, in accordance with the court’s order. On December 19, 2019, the Company appealed the court’s order directing delivery of the share certificates to the Florida Fourth District Court of Appeal, which appeal was denied per curiam. On October 21, 2019, the Roberts Plaintiffs were granted leave by the Circuit Court of Palm Beach County to amend their complaints in order to add purported claims for civil theft and punitive damages, and on November 22, 2019, the Company moved to dismiss the Roberts Plaintiffs’ amended complaints. On May 1, 2020, the Circuit Court of Palm Beach County heard arguments on the motions to dismiss, and on June 11, 2020, the court issued a written order granting in part and denying in part the Company’s motion to dismiss. Specifically, the order denied the Company’s motion to dismiss for lack of jurisdiction and improper venue; however, the court granted the Company’s motion to dismiss the Roberts Plaintiffs’ claims for specific performance, conversion and civil theft without prejudice. With respect to the claim for conversion and civil theft, the Circuit Court of Palm Beach County provided the Roberts Plaintiffs with leave to amend their respective complaints. On July 10, 2020, the Roberts Plaintiffs filed further amended complaints in each action against the Company including claims for conversion, breach of contract and civil theft including damages in the aggregate amount of $22.0 million plus treble damages, and on August 13, 2020, the Company filed a consolidated motion to dismiss such amended complaints. On October 26, 2020, Circuit Court of Palm Beach County heard argument on the consolidated motion to dismiss, denied the motion and entered an order to that effect on October 28, 2020. Answers on both actions were filed on November 20, 2020 and the parties commenced discovery. On September 9, 2021, the Roberts Plaintiffs filed a motion to consolidate the two separate actions, which motion was granted on October 14, 2021. On August 6, 2020, the Roberts filed a lawsuit against Randy Maslow, the Company’s now former Interim Chief Executive Officer, President, and director, in his individual capacity (the “Maslow Complaint”), alleging a single count of purported conversion. The Maslow Complaint was not served on Randy Maslow until November 25, 2021, and the allegations in the Maslow Complaint are substantially similar to those allegations for purported conversion in the complaints filed against the Company. On March 28, 2022, the court consolidated the action filed against Randy Maslow with the Roberts Plaintiffs’ action for discovery and trial purposes. As a result, the court vacated the matter’s initial trial date of May 9, 2022 and the case has not been reset for trial yet. On April 22, 2022, the parties attended a court required mediation, which was unsuccessful. On May 6, 2022, the Circuit Court of Palm Beach County granted Randy Maslow’s motion to dismiss the Maslow Complaint. On May 19, 2022, the Roberts filed a second amended complaint against Mr. Maslow (“Amended Maslow Complaint”). On June 3, 2022, Mr. Maslow filed a motion to dismiss the Amended Maslow Complaint, which was denied on September 9, 2022. On April 12, 2023, the Circuit Court of Palm Beach County set this matter for a jury trial to occur sometime between June 5, 2023 and August 11, 2023; however, the court rescheduled the jury trial and did not set a new trial date. On April 14, 2023, the Roberts Plaintiffs filed a partial Motion for Summary Judgment on liability for the Roberts Plaintiffs' claims for breach of contract and the Company filed a competing Motion for Summary Judgment on all claims against the Company. On April 21, 2023, Mr. Maslow also filed a Motion for Summary Judgment. All of the motions remain pending. On February 27, 2024, the Roberts Plaintiffs filed a Notice for Jury Trial with the Circuit Court of Palm Beach County, notifying the court that the matter was ready to be set for trial. On April 19, 2024, the Roberts Plaintiffs filed a Motion for Speedy Trial due to the ages and health of the Roberts Plaintiffs. On May 14, 2024, the court issued a scheduling order that, among other things, set this matter for a jury trial to occur sometime between October 21, 2024 and December 27, 2024; however, due to competing schedules of the parties, the court elected to specially set the trial. On October 15, 2024, the court issued an order specially setting the trial to begin on January 14, 2025; however, the court has vacated this trial date. On December 13, 2024, the court denied each of the parties' respective Motions for Summary Judgment. Further, the parties have been ordered by the court to attend mediation, which occurred on March 7, 2025 and was ultimately unsuccessful. On March 21, 2025, the court issued an order specially setting the trial to begin on April 8, 2025 and on the same day, the Company filed an objection to the order on the basis that that it was not timely issued. Also on March 21, 2025, the court scheduled a case management conference for March 28, 2025 and referred this matter to non-binding arbitration beginning on April 8, 2025. The parties attended non-binding arbitration on April 15, 2025, the results of which are confidential. On March 31, 2025, the court issued an order specially setting the trial to begin on June 17, 2025. On June 15, 2025, the parties executed a settlement agreement (the "Roberts Settlement Agreement"), pursuant to which, the Company agreed to pay the Roberts Plaintiffs a total sum of $5.5 million, payable as follows: (i) $1,250,000 within five (5) business days of executing the Roberts Settlement Agreement; (ii) $150,000 on January 5, 2026; and (iii) starting January 5, 2026, $4.1 million in equal monthly installments over thirty-six (36) months, bearing simple interest rate of 6% per year. On June 16, 2025, the parties filed a Joint Stipulation to Dismiss this matter with prejudice, which was approved by the court on June 17, 2025.On July 23, 2020, Blue Sky Realty Corporation filed a putative class action against the Company and the Company’s former Chief Financial Officer in the Ontario Superior Court of Justice (“OSCJ”) in Toronto, Ontario. On September 27, 2021, the OSCJ granted leave for the plaintiff to amend its claim (“Amended Claim”). In the Amended Claim, the plaintiff seeks to certify the proposed class action on behalf of two classes. “Class A” consists of all persons, other than any executive level employee of the Company and their immediate families (“Excluded Persons”), who acquired the Company’s common shares in the secondary market on or after April 12, 2019, and who held some or all of those securities until after the close of trading on April 5, 2020. “Class B” consists of all persons, other than Excluded Persons, who acquired the Company’s common shares prior to April 12, 2019, and who held some or all of those securities until after the close of trading on April 5, 2020. Among other things, the plaintiff alleges statutory and common law misrepresentation, and seeks an unspecified amount of damages together with interest and costs. The plaintiff also alleges common law oppression for releasing certain statements allegedly containing misrepresentations inducing Class B members to hold the Company’s securities beyond April 5, 2020. No certification motion has been scheduled. The Amended Claim also changed the named plaintiff from Blue Sky Realty Corporation to Timothy Kwong. The hearing date for the motion for leave to proceed with a secondary market claim under the Securities Act (Ontario) has been vacated. The parties have reached a settlement in principle, and November 16, 2023, the OSCJ certified the class for settlement purposes only. On February 20, 2024, the OSCJ held the settlement approval hearing and on March 8, 2024, issued its decision rejecting the proposed settlement. On August 19, 2021, Arvin Saloum (“Saloum”), a former consultant of the Company, filed a Demand for Arbitration with the American Arbitration Association (the “Arbitration Action”) against The Healing Center Wellness Center, Inc. (“THCWC”) and iAnthus Arizona, LLC (“iA AZ”), claiming a breach of a Consulting and Joint Venture Agreement (the “JV Agreement”) for unpaid consulting fees allegedly owed to Saloum under the JV Agreement. Saloum is claiming damages between $1.0 million and $10.0 million. On September 7, 2021, THCWC and iA AZ filed Objections and Answering Statement to Saloum’s Demand for Arbitration. On November 18, 2021, THCWC and iA AZ filed a Complaint for Declaratory Judgment (“Declaratory Judgment Complaint”) with the Arizona Superior Court, Maricopa County (“Arizona Superior Court”), seeking declarations that: (i) the JV Agreement is void, against public policy and terminable at will; (ii) the JV Agreement is unenforceable and not binding; and (iii) the JV Agreement only applies to sales under the Arizona Medical Marijuana Act. On January 21, 2022, Saloum filed an Answer with Counterclaims in response to the Declaratory Judgment Complaint. The Declaratory Judgment Complaint remains pending before the Arizona Superior Court. The Arbitration Action is stayed, pending resolution of the Declaratory Judgment Complaint. On April 25, 2023, the parties attended a mediation, which was unsuccessful. The parties are currently engaging in discovery. On March 23, 2026, Saloum filed a Partial Motion for Summary Judgment, seeking a declaration that the JV Agreement is binding upon THCWC, iA AZ and the Company (collectively, the "iAnthus Parties") because: (i) the iAnthus Parties ratified the JV Agreement by making payments to Saloum; (ii) the iAnthus Parties assumed the obligations under the JV Agreement in connection with the MPX Acquisition; (iii) the MPX Acquisition was a de-facto merger, meaning MPX Corporation's obligations became the iAnthus Parties'; and (iv) the iAnthus Parties are stopped from denying the enforceability of the JV Agreement because Saloum relied upon the iAnthus Parties' performance. The iAnthus Parties’ response is due on April 23, 2026.On May 23, 2022, CGX Life Sciences, Inc. (“CGX”), a wholly-owned subsidiary of the Company, filed a demand for arbitration (the “CGX Arbitration”) with the American Arbitration Association (“AAA”) against LMS Wellness, Benefit LLC (“LMS”) and its 100% owner, William Huber (“Huber” and together with LMS, the “Defendants”) for various breaches under the option agreements entered into between CGX and LMS, on the one hand, and CGX and Huber on the other (collectively, the “Option Agreements”). Specifically, CGX is seeking: (i) an order finding the Defendants in breach of the Option Agreements and directing specific performance by the Defendants of their obligations under the Option Agreements to complete the sale and transfer of LMS to CGX; (ii) an order either tolling or extending the closing date under the Option Agreements; (ii) an order requiring Huber to restore LMS’ bank account of all sums withdrawn for the payment of contracts entered into in breach of the Option Agreements; and (iii) an order prohibiting Huber from withdrawing any further funds from LMS’ bank account. On June 8, 2022, the Defendants filed an Answering Statement, denying the allegations raised by CGX and sent a notice to CGX, purporting to terminate the Option Agreements. In addition, on June 8, 2022, LMS filed a demand for arbitration (the “S8 Arbitration”) with the AAA against S8 Management, LLC (“S8”), alleging that S8 breached the Amended and Restated Management Services Agreement (the “MSA”) entered into between LMS and S8 on March 12, 2018. On June 24, 2022, the Defendants filed Motion to Consolidate the CGX Arbitration and S8 Arbitration. On July 5, 2022, CGX filed an opposition to the Defendants’ Motion to Consolidate and a cross-Motion to Stay the S8 Arbitration to allow the CGX Arbitration to proceed first. On July 26, 2022, the parties attended a preliminary conference with the arbitrator, at which conference the arbitrator preliminarily granted the Defendants’ Motion to Consolidate and denied CGX’s cross-Motion to Stay the S8 Arbitration. On October 7, 2022, CGX filed a dispositive motion for specific performance of Defendants’ obligations to complete the sale of LMS to CGX (claims (i) and (ii), above), which Defendants opposed. On October 31, 2022, the arbitrator granted CGX’s dispositive motion and ordered Defendants to complete the sale of LMS to CGX. The remaining claims asserted in the CGX Arbitration (claims (iii) and (iv), above) and the S8 Arbitration remain pending. On November 30, 2022, Defendants filed a Petition to Vacate Arbitration Award. CGX’s filed its response on January 30, 2023, and subsequently the Defendants filed a Request for Hearing on February 3, 2023. The Circuit Court for Baltimore County had a hearing on the Petition to Vacate Arbitration Award on February 21, 2024, and on March 4, 2024, the Circuit Court for Baltimore County denied Defendants' Petition to Vacate Arbitration Award. On April 8, 2024, the Defendants submitted the required ownership transfer paperwork to the Maryland Cannabis Administration (the "MCA") to request approval of the transfer of ownership of LMS to CGX following the denial of the Defendants' Petition to Vacate Arbitration Award. Also on April 8, 2024, the Defendants requested that the MCA either deny the ownership transfer of LMS to CGX, or delay their consideration of the request until the S8 Arbitration is complete. On April 22, 2024, the MCA notified the parties that it will wait to consider the request to transfer ownership of LMS to CGX until the S8 Arbitration is complete. Beginning on July 15, 2024, the parties attended a hearing regarding claims (iii) and (iv) in the CGX Arbitration and the claims in the S8 Arbitration. The parties filed post-hearing briefs on August 27, 2024 and oral argument regarding the post-hearing briefs was held on September 16, 2024. On September 24, 2024, the arbitrator issued his final award, in which he denied the claims of all parties in the CGX Arbitration and S8 Arbitration. Upon completion of the CGX Arbitration and S8 Arbitration, CGX continued to pursue regulatory approval of the transfer of ownership of LMS to CGX from the MCA. On March 4, 2025, the MCA approved the transfer of 100% of the ownership of LMS to CGX.Pursuant to the terms of the Option Agreements, LMS and Huber are required to close the transaction and transfer 100% of the membership interests of LMS to CGX within two (2) business days of receipt of the MCA's approval, as that was the final closing condition to be satisfied. Accordingly, CGX demanded that LMS and Huber close no later than March 7, 2025. LMS and Huber failed to close and on March 10, 2025, CGX filed a Motion to Enforce Judgment to mandate that LMS and Huber transfer ownership of LMS to CGX, among other things. LMS and Huber have not responded to CGX's motion yet. On March 7, 2025, LMS filed an action in the Circuit Court for Anne Arundel County, seeking a writ of mandamus, temporary restraining order and preliminary injunction against the MCA on the basis that the MCA violated the law by issuing its March 4, 2025 approval regarding the transfer of 100% of the ownership of LMS to CGX. Specifically, LMS is seeking an order that the MCA be compelled to rescind its approval because ownership of LMS's license cannot be transferred for five (5) years, or until July 1, 2028, because LMS converted its medical-only license to a dual license on July 1, 2023. On March 12, 2025, the MCA filed its opposition to LMS, arguing, among other things, that the court order exception to the 5-year restriction on transfers applies. Also on March 12, 2025, CGX intervened and filed an opposition to LMS, incorporating the MCA's opposition. On March 14, 2025, the parties attended a court conference and the court denied LMS's motion for a temporary restraining order. On April 18, 2025, the court granted CGX’s Motion to Enforce Judgment and ordered LMS and Huber to close the transaction and transfer 100% of the membership interests of LMS to CGX no later than April 21, 2025. On April 21, 2025, LMS complied with the court’s order and CGX now owns 100% of LMS. As a result, this matter is now resolved.On June 20, 2023, LMS filed a complaint in the United States District Court for the District of Maryland against the Company and three wholly-owned subsidiaries of the Company (the "iAnthus Defendants"), alleging conversion, RICO violations and unjust enrichment and seeking damages in excess of $4.5 million, plus treble damages (the "Federal Complaint"). The allegations in the Federal Complaint appear substantially similar to, and appear to arise from substantially the same operative facts as, those alleged by LMS in the CGX Arbitration, the S8 Arbitration, and in support of the Defendants' Petition to Vacate Arbitration Award. The iAnthus Defendants deny LMS’s allegations alleging unlawful conduct. The iAnthus Defendants filed a Motion to Dismiss (Or Stay the Proceedings) the Federal Complaint on September 11, 2023. On March 12, 2024, the Court granted the iAnthus Defendants' motion and administratively stayed the Federal Complaint pending the outcome of the CGX Arbitration and the S8 Arbitration. On November 1, 2024, LMS filed a voluntary notice of dismissal, dismissing the Federal Complaint. On November 4, 2024, the court ordered that LMS’s notice of dismissal be adopted and further ordered that the Federal Complaint be dismissed.On June 20, 2022, Michael Weisser (“Weisser”) commenced a petition (the “Petition”) in the Supreme Court of British Columbia (the “Court”) against the Company and the Company’s former board of directors. In the Petition, Weisser sought: (i) a declaration that the affairs of Company and its then-board of directors were being conducted or have been conducted in a manner that is oppressive and/or prejudicial to Weisser; (ii) an order that Weisser is entitled to call and hold the Company’s annual general meeting for 2020 ( “2020 AGM”) on or before June 30, 2022 or a date set by the Court as soon as reasonably possible; (iii) alternatively, an order that the Company hold the 2020 AGM on or before June 30, 2022 or a date set by the Court as soon as reasonably possible; (iv) an order that the Company set the record date for the 2020 AGM; (v) an order that Weisser is entitled to appoint a chair for the 2020 AGM, or that the Court appoint an independent chair for the 2020 AGM; and (vi) an order that the Company be required to provide Weisser with an opportunity to review all votes and proxies submitted in respect of the 2020 AGM, no later than 24 hours in advance of the 2020 AGM. On June 22, 2022, Weisser was granted a short leave by the Court which permitted a return date for the Petition of June 28, 2022. On June 24 2022, the Company closed the Recapitalization Transaction and the Company noticed the 2020 AGM, the annual general meeting for 2021 (“2021 AGM”) and the annual general meeting for 2022 (the “2022 AGM” and together with the 2020 AGM and 2021 AGM, the “AGMs”). As a result, Weisser’s Petition was rendered moot. On November 14, 2022, Weisser filed an application (the “Application”) in the Petition proceeding, seeking to add the Secured Lenders and Consenting Unsecured Lenders as respondents to the Petition and to amend the Petition. Specifically, Weisser is seeking to amend the Petition to request: (i) a declaration that the affairs of the Secured Lenders, Consenting Unsecured Lenders, the Company and the powers of its then-directors have been and are continuing to be conducted in a manner that is oppressive and/or prejudicial to Weisser; (ii) an order setting aside and/or unwinding the closing of the Recapitalization Transaction; (iii) an order setting aside the results of the Company’s annual general meeting held August 11, 2022; (iv) an order that the 2020 AGM be held by December 31, 2022; (v) an order that the Company set the record date for the 2020 AGM to hold the meeting by December 31, 2022; (vi) an order that for purposes of voting at the 2020 AGM, the shareholdings of the Company be those shareholdings that existed prior to the closing of the Recapitalization Transaction; (vii) an order that Weisser is entitled to appoint a chair for the 2020 AGM, or that the Court appoint an independent chair for the 2020 AGM; (viii) an order that the Company be required to provide Weisser with an opportunity to review all votes and proxies submitted in respect of the 2020 AGM, no later than 24 hours in advance of the 2020 AGM; and (ix) an order that pending the 2020 AGM, the Company’s current board of directors be replaced by an interim slate of directors to be nominated by Weisser. On May 2, 2023, ICH and its former directors filed their response to the Petition, opposing all orders sought by Weisser, in part, as the Petition is barred by the releases in the Plan of Arrangement and constitutes a collateral attack on Justice Gomery's order approving the Plan. Weisser has not requested a hearing date on the Petition yet. On April 5, 2023, Canaccord Genuity Corp. ("Canaccord") filed a Statement of Claim against the Company in the OSCJ pursuant to an engagement letter (as amended, the "Engagement Letter") entered into by and between Canaccord and the Company. Specifically, Canaccord alleges that it is owed a cash fee equal to approximately $2.2 million(the "Alleged Fee") pursuant to the Engagement Letter as a result of the closing of the Recapitalization Transaction. The Company filed its Statement of Defense on May 17, 2023 in which, the Company disputes that it owes the Alleged Fee on the basis that the Recapitalization Transaction closed outside of the tail period of the Engagement Letter, which expired on November 4, 2021. The Company also filed a counterclaim against Canaccord, seeking the repayment of $0.3 million payment mistakenly made by the Company towards the Alleged Fee in October 2022. On November 3, 2023, Canaccord filed a Motion for Summary Judgment, requesting that the court grant Canaccord's claim for the Alleged Fee. The hearing on Canaccord's Motion for Summary Judgment was held on June 26, 2025. On August 8, 2025, the parties executed a settlement agreement, pursuant to which, the Company agreed to pay Canaccord a total sum of $2.0 million, payable as follows: (i) $0.3 million by August 20, 2025; and (ii) $1.7 million in 24 equal monthly installments, beginning on September 19, 2025.Note 15 - Related Party Transactions December 31, December 31, 2025 2024 Financial Statement Line Item Long-term debt, net of issuance costs (1) 188,088 177,925 Accrued and other current liabilities 4,032 9,461 Total $ 192,120 $ 187,386 (1)Upon the closing of the Recapitalization Transaction, certain of the Company’s lenders held greater than 5.0% of the voting interests in the Company and therefore are classified as related parties. Refer to Note 9 for further discussion. Pursuant to the terms of the Secured DPA, the Company has a related party payable of $6.3 million due to certain of the New Secured Lenders, including Gotham Green Fund 1, L.P., Gotham Green Fund 1 (Q), L.P., Gotham Green Fund II, L.P., Gotham Green Fund II (Q), L.P., Oasis Investment Master II Fund LTD., Senvest Global (KY), LP, Senvest Master Fund, LP and Hadron Healthcare and Consumer Special Opportunities Master Fund, for certain out-of-pocket costs, charges, fees, taxes and other expenses incurred by the New Secured Lenders in connection with the closing of the Recapitalization Transaction (the “Deferred Professional Fees”). These New Secured Lenders held greater than 5.0% of the outstanding common shares of the Company upon the closing of the Recapitalization Transaction and are therefore considered to be related parties. The Company had until December 31, 2022, to pay the Deferred Professional Fees ratably based on the amount of each New Secured Lender’s Deferred Professional Fees. The Deferred Professional Fees accrued simple interest at the rate of 12.0% from the Closing Date until December 31, 2022. Beginning with the first business day of the month following December 31, 2022, interest shall accrue on the Deferred Professional Fees at the rate of 20.0% calculated on a daily basis and is payable on the first business day of every month until the Deferred Professional Fees and accrued interest thereon is paid in full.On February 5, 2025, the Company entered into consent and release agreement with Secured Lenders to utilize cash proceeds upon the closing of the AZ Transaction to payments in the amount of $5.0 million towards the principal amount outstanding under the Deferred Professional Fees. In addition, the Secured Lenders agreed to reduce the outstanding amount of the Deferred Professional fees by $1.0 million and reduce interest to 8% on the remaining balance. On September 2, 2025, the Company applied cash proceeds from the sale of the AZ Note, utilizing $0.3 million toward the remaining principal and $0.9 million toward accrued interest under the Deferred Professional Fees. As of December 31, 2025, the outstanding related party portion of the Deferred Professional Fees including accrued interest was $2.2 million (December 31, 2024 – $9.2 million). The related party balance is presented in accrued and other current liabilities on the consolidated balance sheets.Pursuant to the terms of 2024 NJ Amendment, interest accruing after February 16, 2024 will be payable in cash on the last day of each fiscal quarter (the first such interest payment date being May 16, 2024). As of December 31, 2025 the outstanding related party portion of the interest payable was $0.1 million (December 31, 2024 - $0.2 million) presented in accrued and other current liabilities on the consolidated balance sheets.Note 16 - Income Taxes Income tax (benefit) expense for the years ended December 31, 2025 and 2024 consisted of the following: 2025 2024 Current income (benefit) tax expense Federal $ 16,355 $ (9,215 ) State 683 11,811 Total current income tax expense 17,038 2,596 Deferred income tax recoveries Federal — (16,053 ) State — (4,221 ) Total deferred income tax benefit — (20,274 ) Income tax (benefit) expense $ 17,038 $ (17,678 ) Income tax expense differed from the amount computed by applying the federal statutory tax rate of 21.0% for the years ended December 31, 2025 and 2024 due to the following: 2025 2024 Pretax loss at federal statutory rate $ (4,865 ) 21.0% $ (5,316 ) 21.0% State income taxes, net of federal expense (362 ) -1.6% (244 ) 1.0% Foreign income taxes (428 ) -1.8% (848 ) 3.3% Non-deductible items 328 1.4% 1,065 -4.2% True-up of income taxes payable 11,232 48.5% (6,573 ) 26.0% Uncertain tax positions 4,821 20.8% 5,363 -21.2% Other items (5,226 ) -22.6% (20 ) 0.1% Change in valuation allowance 11,538 49.8% (11,105 ) 43.9% Income tax (benefit) expense $ 17,038 73.6% $ (17,678 ) 69.8% The tax effects of temporary differences that give rise to significant portions of the deferred income tax assets and liabilities as of December 31, 2025 and 2024 are presented below: 2025 2024 Deferred income tax assets: Net operating loss carryforwards $ 39,401 $ 52,183 Interest expense carryforwards 44,875 35,596 Stock based compensation 14,173 12,486 Intangible assets 5,019 6,650 Property, plant and equipment 3,126 6,696 Inventories 41 166 Other items 9,047 1,103 115,682 114,880 Valuation allowance (95,973 ) (94,151 ) Deferred income tax assets $ 19,709 $ 20,729 Deferred income tax liabilities: Intangibles resulting from acquisitions (19,709 ) (20,729 ) Deferred income tax liabilities (19,709 ) (20,729 ) Net deferred income tax liabilities $ — $ — As of December 31, 2025, the Company has Canadian non-capital loss carryforwards of $131.1 million available to offset future income which will expire in the years 2026 through 2043. As of December 31, 2025, the Company has federal net operating loss carryforwards of approximately $152.5 million with a portion that will begin to expire in the years 2035 through 2037. Additionally, the Company has net operating loss carryforwards for state purposes aggregating $142.1 million as of December 31, 2024, of which a portion will begin to expire in the years 2028 through 2043. For the year ended December 31, 2025, the Company has established a full valuation allowance based on management’s assertion that certain deferred tax assets, related to net operating loss carryforwards, are not realizable in the near future due to operating losses incurred as we continue to expand the business and Section 163(j) limitation on interest expense deductibility. In general, under Section 382 of the U.S. Internal Revenue Code of 1986, as amended, a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its pre-change net operating loss carryforwards (“NOLs”) to offset future taxable income. Similarly, where control of a corporation has been acquired by a person or group of persons, subsection 111(5) of the Income Tax Act (Canada), and equivalent provincial income tax legislation restrict the corporation’s ability to carry forward non-capital losses from preceding taxation years. The Company concluded that the Recapitalization Transaction which closed on June 24, 2022 did not qualify as an acquisition of control for Canadian tax purposes; therefore, the Company’s existing Canadian non-capital losses are unlimited and continue to have a full valuation allowance set against its deferred tax assets. The U.S. NOLs will be subject to a substantial annual limitation arising from the Company’s ownership changes. As a result, a full valuation allowance has been recorded by the Company on these deferred tax assets as well as any Section 163(j) interest limitation deduction carryforwards. The Section 382 limitation is increased by recognized built-in gain (“RBIG”) in the five-year period following the change date to the extent that the value of the loss corporation’s assets exceed the tax basis of these assets. Under the Section 338 approach, assets are treated as generating RBIG even if these assets are not disposed of during the five-year recognition period. The Company is in the process of reviewing the tax basis of their fixed assets so it can compare it to the deemed selling price under Section 382 of the code. The Company is expecting that this calculation may result in a RBIG that would increase the Section 382 limitation available over the next five years. The Company files income tax returns in Canada, Luxembourg, United States and various state and local tax jurisdictions. The Company’s income tax years open to examination are 2013 through 2020 in Canada, and 2019 through 2022 in the United States. The Company record uncertain tax position when a tax position does not meet the 50% more-likely-than-not threshold. For the years ended December 31, 2025 and December 31, 2024, there was $106.9 million and $81.4 million, respectively in unrecognized tax benefits that if recognized, would impact our effective tax rate. As the Company operates in the cannabis industry within the United States, the Company considers Internal Revenue Code (“IRC”) Section 280E which generally allows a deduction for certain expenses directly related to sales of product. Based on our legal interpretation, we have established a reserve for uncertain tax positions related to the differences that would arise under IRC Section 280E. 2025 2024 Unrecognized tax benefits: Beginning balance $ 81,371 $ — Additions for tax positions related to current year 17,392 81,371 Additions for tax positions related to prior years 8,137 — Balance as of December 31, 2025 $ 106,900 $ 81,371 Note 17 – Consolidated Statements of Cash Flows Supplemental Information (a) Cash payments made on account of: Year Ended December 31, 2025 2024 Income taxes (including interest and penalties) $ 7,669 $ 4,402 Interest 1,486 1,525 (b) Changes in other non-cash operating assets and liabilities are comprised of the following: Year Ended December 31, 2025 2024 Decrease (increase) in: Accounts receivables, net $ 4,372 $ (1,762 ) Prepaid expenses (1,345 ) (190 ) Inventories, net (4,493 ) 1,570 Other current assets (1,776 ) 1,194 Other long-term assets 1,769 (641 ) Operating leases (1,659 ) (2,196 ) (Decrease) increase in: Accounts payable 1,935 (2,003 ) Accrued and other current liabilities (2,273 ) (55,362 ) Other non-current liabilities 2,532 (518 ) Uncertain tax position liabilities 10,220 54,304 $ 9,282 $ (5,604 ) (c) Depreciation and amortization are comprised of the following: Year Ended December 31, 2025 2024 Property, plant and equipment $ 7,003 $ 8,774 Operating lease ROU assets 2,075 2,055 Intangible assets 10,212 13,907 $ 19,290 $ 24,736 (d) Write-downs, (recoveries) and other charges, net are comprised of the following: Year Ended December 31, 2025 2024 Account receivable $ 306 $ 1,181 Notes receivable 1,808 — Share issuance — 320 Operating lease ROU assets — (136 ) Intangible assets 85 — Property, plant and equipment 814 (2,601 ) $ 3,013 $ (1,236 ) (e) Significant non-cash investing and financing activities are as follows: Year Ended December 31, 2025 2024 Supplemental Cash Flow Information: Non-cash consideration for paid-in-kind interest $ 14,820 $ 13,951 Non-cash issuance of shares for the Cheetah Acquisition 1,167 — Non-cash issuance of shares from Senior Secured Bridge Notes Amendment — 1,581 Assets classified as assets held for sale — 23,572 Liabilities classified as held for sale (2,347 ) Non-cash issuance of shares for legal settlements — 355 Non-cash issuance of Senior Secured Bridge Notes — 14,345 Non-cash extinguishment of Senior Secured Bridge Notes — (15,813 ) Note 18 - Subsequent Events Legal Proceedings Please refer to Note 14 for further discussion. Extension of INJ Senior Secured Bridge NotesOn February 16, 2026, the Company entered into amending agreements (the "2026 Bridge Notes Amendment") to the senior secured bridge notes (the “Senior Secured Bridge Notes”) originally issued by INJ on February 2, 2021, with the collateral agent and certain holders of the Senior Secured Bridge Notes in the aggregate initial principal amount of $11 million and having a maturity date of February 16, 2026. Pursuant to the 2026 Bridge Notes Amendment, the maturity date of the Bridge Notes has been extended from February 16, 2026, to June 24, 2027 in consideration of an amendment fee equal to two percent (2%) of the principal amount of such Senior Secured Bridge Notes as of the date of the 2026 Bridge Notes Amendment, payable on the amended maturity date. As of February 16, 2026, the aggregate principal amount outstanding on the Bridge Notes is approximately $8.4 million.Issuance of Common SharesOn January 6, 2026, the Company issued 113,424 common shares for vested RSUs to certain employees and directors. The Company withheld 910 common shares to satisfy employees' tax obligations of less than $0.1 million. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls Our Chief Executive Officer and our Chief Financial Officer have evaluated the effectiveness of our “disclosure controls and procedures” as of December 31, 2025, the end of the period covered by this Annual Report on Form 10-K. The term “disclosure controls and procedures” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files under the Exchange Act is accumulated and communicated to a company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Based on the evaluation of our disclosure controls and procedures as of December 31, 2025, our Chief Executive Officer and our Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were not effective due to material weaknesses, which could adversely affect our ability to record, process, summarize, and report financial data. Such weaknesses include: (1) We did not perform reviews of relevant Service Organization Control Reports for key third party service providers; (2) We did not perform an effective risk assessment or monitor internal controls over financial reporting.We have developed a plan to remediate the material weaknesses, which includes dedicating additional resources to assess and improve our ITGCs, and (ii) developing a roadmap to become SOX compliant by the required deadline. Management’s Annual Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rule 13a-15(f). Internal control over financial reporting is a process designed under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with GAAP. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. As of December 31, 2025, under the supervision and with the participation of our management, including Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework—2013. Based on this assessment, our management concluded that, as of December 31, 2025, our internal control over financial reporting was not effective due to material weaknesses in our internal control over financial reporting related to certain matters, including: (1) We did not perform reviews of relevant Service Organization Control Reports for key third party service providers; (2) We did not perform an effective risk assessment or monitor internal controls over financial reporting.In light of these material weaknesses, we performed additional analysis and other post-closing procedures to ensure the reliability of financial reporting and that our financial statements were prepared in accordance with GAAP. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.Our management with oversight from the Audit Committee of the Board of Directors have developed a plan to remediate these material weaknesses, which includes: (i) dedicate additional resources to assess and improve our ITGCs, and (iii) develop roadmap to become SOX compliant by the required deadline. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects. The material weaknesses will not be considered remediated, however, until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the exemption provided to issuers that are not “large accelerated filers” nor “accelerated filers” under the Dodd-Frank Wall Street Reform and Consumer Protection Act. Changes in Internal Control Over Financial Reporting There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(d) and 15d-15(d) under the Exchange Act) which occurred during the quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.ITEM 9B. OTHER INFORMATION Trading Arrangements During the quarterly period ended December 31, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.Additional Information None.ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. None. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The following table sets forth the name, age and positions of our executive officers and directors as of March 24, 2026. NAME AGE POSITION Richard Proud 45 Chief Executive Officer and Director Justin Vu 41 Chief Financial Officer Michelle Mathews-Spradlin 58 Chair of the Board Scott Cohen 56 Director Alexander Shoghi 43 Director Kenneth W. Gilbert 74 Director The business background and certain other information about our directors and executive officers is set forth below. Richard Proud. Mr. Proud was appointed to serve as the Company's Chief Executive and as a director of the Company's Board of Directors on July 17, 2023. Mr. Proud brings 20 years of leadership experience across cannabis, retail, wholesale, and international selling channels. Prior to joining iAnthus, Mr. Proud was most recently Executive Vice President of Revenue for Curaleaf - a vertically integrated multi-state cannabis operator and served in that role from June 2022 through July 2023. Mr. Proud also held the titles of Senior Vice President of Assortment Planning and Inventory Management and Vice President of Assortment Planning with Curaleaf between September 2020 through June 2022. Prior to joining Curaleaf, Mr. Proud was Head of Planning for Grassroots Cannabis from August 2019 to September 2020, which is when Grassroots Cannabis was acquired by Curaleaf. Prior to that, Mr. Proud held executive level positions for globally recognized consumer retail brands: Abercrombie & Fitch, Hollister, and Garage. Mr. Proud holds a Bachelor of Arts degree from The University of Georgia. The Company believes Mr. Proud is qualified to serve as a director of the Company because of his experience and background as an executive in cannabis and retail operations.Justin Vu. Mr. Vu was appointed to serve as the Company's Interim Chief Financial Officer on April 5, 2024, and the Company's permanent Chief Financial Officer on January 6, 2025. Mr. Vu joined the Company as its Senior Vice President of Finance and Strategy and was in that role since early 2023 until he was appointed the Company's Interim Chief Financial Officer. Prior to joining iAnthus, Mr. Vu worked as a financial consultant, including time with Irwin Naturals, a mass market nutraceutical brand, where he facilitated Irwin’s initial public offering and entrance into the psychedelic mental health care space. Prior to that, Mr. Vu worked within the media and entertainment industry, most recently serving as Director of Global Finance at Warner Bros. Mr. Vu holds a Master of Business Administration degree from UCLA’s Anderson School of Management and a bachelor’s degree in business economics from the University of California, Santa Barbara. He is a Certified Public Accountant in the state of California.Michelle Mathews-Spradlin. From 1993 until her retirement in 2011, Ms. Mathews-Spradlin worked at Microsoft Corporation (Nasdaq: MSFT) (“Microsoft”), where she served as Chief Marketing Officer and previously held several other key leadership positions. Prior to her employment with Microsoft, Ms. Mathews-Spradlin worked in the United Kingdom as a communications consultant for Microsoft from 1989 to 1993. She also held various roles at General Motors Co. from 1986 to 1989. As the CMO and SVP of Microsoft, Ms. Mathews-Spradlin oversaw the company’s global marketing function, including the household brands of Windows, Office, Xbox, Internet Explorer and Bing. Ms. Mathews-Spradlin led Microsoft’s consumer and business-to-business marketing to hundreds of millions of global customers. She was instrumental in driving the growth of Microsoft’s global business by building several of the world’s leading technology brands. As the most senior woman at Microsoft, she was also a strong advocate for female advancement and personally spearheaded the company’s network and mentoring program for female progression at the company. She retired from Microsoft in 2011, after 22 years. Ms. Mathews-Spradlin currently serves on the board of directors of The Wendy’s Company (Nasdaq: WEN) and in addition serves as a board member of several private companies, including Jacana Holdings Inc., The Bouqs Company and The Brand Tech Group (formerly known as You & Mr. Jones). She also previously served as a board member of Brandtech Group. She is also a digital advisory board member for Unilever PLC (NYSE: UL), a member of the board of trustees of the California Institute of Technology and a member of the executive board of the UCLA School of Theater, Film and Television. The Company believes Ms. Mathews-Spradlin is qualified to serve as a director of the Company because of her experience in senior leadership and C-suite positions. Scott Cohen. Mr. Cohen has over 25 years of professional investment experience, including public and private debt and equity securities. Mr. Cohen is currently a consultant to financially troubled companies and stakeholders, and an active investor in turnaround opportunities. Until 2017, Mr. Cohen was with Silver Rock Financial, a large family office, investing in debt and equity investments. Responsibilities included sourcing of both public and private debt, structuring debt securities and loans, and leading activist and restructuring transactions. Prior to Silver Rock Financial, Mr. Cohen was Managing Director and Portfolio Manager at Cerberus Capital Management (“Cerberus”). At Cerberus, Mr. Cohen’s responsibilities included analyzing, investing, and managing of a portfolio of primarily distressed assets. Most of these investments involved activist or control roles, from leading creditor committees to initiating negotiations with borrowers in restructurings. Mr. Cohen also worked closely with the private equity team at Cerberus on several large transactions, focusing on liability management within portfolio companies. Prior to joining Cerberus, Mr. Cohen worked in Merrill Lynch’s distressed debt trading group from 1992 to 1998, analyzing and investing in distressed corporate situations. From 1990 to 1992 he was an investment banker in Merrill’s High Yield Finance and Restructuring Group. Mr. Cohen is a 1990 graduate of Tufts University. The Company believes Mr. Cohen is qualified to serve as a director of the Company because of his experience and background in both private equity and capital markets. Alexander Shoghi. Mr. Shoghi is a Portfolio Manager at Oasis Management, a private investment management firm headquartered in Hong Kong. Mr. Shoghi joined Oasis in 2005, first based in Hong Kong, and subsequently relocating to the U.S. as the founder and manager of Oasis Capital in Austin, Texas in early 2012. From 2004 to 2005, Mr. Shoghi worked at Lehman Brothers in New York City. Mr. Shoghi holds a Bachelor of Science of Business Administration in Finance and International Business degree from Georgetown University. The Company believes Mr. Shoghi is qualified to serve as a director of the Company because of his experience and background in finance. Kenneth W. Gilbert. From October 2012 until his retirement in December 2017, Mr. Gilbert served as the Group Chief Marketing Officer of VOSS of Norway ASA (“VOSS”), a global manufacturer and marketer of premium bottled water. Prior to joining VOSS, Mr. Gilbert founded and served as the President of RazorFocus, a marketing consultant practice, from May 2005 to October 2012. Prior to that time, he served as President and Chief Operating Officer of UniWorld Group, Inc., a multicultural advertising agency in the U.S., from May 2003 to June 2004. From September 1995 to April 2001, Mr. Gilbert worked at Snapple Beverage Corporation (formerly Snapple Beverage Group, Inc.) (“Snapple”) as Senior Vice President and Chief Marketing Officer, where he led marketing efforts to revitalize the brand and assembled four company brands for successful disposition. Prior to his employment with Snapple, Mr. Gilbert served as Group Account Director at the Messner Vetere Berger Carey Schmetterer RSCG advertising agency from July 1991 to August 1995 and as Senior Vice President and Director of Client Services at UniWorld Group, Inc. from February 1989 to June 1991. Mr. Gilbert served on the board of directors of The Wendy’s Company (Nasdaq: WEN) from 2016 to December 2024. In his former roles as Chief Marketing Officer for VOSS and Snapple, Mr. Gilbert oversaw the company’s marketing function, administered multimillion-dollar budgets, directed internal marketing capabilities, and managed the company’s strategic worldwide brand development, expansion, and distribution. During those years he developed in-depth knowledge and expertise in strategic planning, innovative brand revitalization, risk management, advertising conceptualization and public relations, domestic and international operations, and human capital management. Mr. Gilbert also provides valuable and unique insights into consumer brand positioning strategies, new product development, digital and social media platforms and cultivation of brand recognition and value. The Company believes Mr. Gilbert is qualified to serve as a director of the Company because he possesses extensive experience in global brand management, marketing communications, advertising strategy and sustainability/ESG attributable to his overall professional background as a senior marketing executive in the consumer beverage industry. Family Relationships There are no family relationships among any of our executive officers or directors. Arrangements between Officers and Directors Except as set forth in this Annual Report on Form 10-K, to our knowledge, there is no arrangement or understanding between any of our officers or directors and any other person pursuant to which such officer or director was selected to serve as an officer or director of the Company. Involvement in Certain Legal Proceedings We are not aware of any of our directors or officers being involved in any legal proceedings in the past ten years relating to any matters in bankruptcy, insolvency, criminal proceedings (other than traffic and other minor offenses), or being subject to any of the items set forth under Item 401(f) of Regulation S-K. Audit Committee The main function of the audit committee is to oversee our accounting and financial reporting processes, internal systems of control, independent registered public accounting firm relationships and the audits of our financial statements. The committee’s responsibilities include, among other things: •overseeing the work of the external auditors in preparing or issuing the auditor’s report, including the resolution of disagreements between management and the external auditors regarding financial reporting and audit scope or procedures; •determining whether adequate controls are in place over annual and interim financial reporting as well as controls over our assets, transactions, information systems and the creation of obligations, commitments and liabilities; •reviewing our financial statements; •reviewing transactions with related persons; •reviewing all non-audit services which are proposed to be provided by the external auditors to us or any of our subsidiaries; •establishing procedures for complaints received by us regarding accounting matters; and •reviewing the policies and procedures in effect for considering officers’ expenses and perquisites. Pursuant to the terms of the IRA, the audit committee shall be comprised of one nominee designated by each of the First Investor, the Second Investor and the Third Investor. As of December 31, 2025, our audit committee consisted of Scott Cohen, Michelle Mathews-Spradlin and Alexander Shoghi, with Scott Cohen serving as the chair. Our Board of Directors has determined that Scott Cohen qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K. In addition, after reviewing the qualifications of the members of the audit committee and any relationships they may have with us that might affect their independence, the Board has determined that each of Scott Cohen, Michelle Mathews-Spradlin and Alexander Shoghi is independent.Our Board of Directors adopted a written charter for the audit committee, which is available on our website at www.ianthus.com/team/board-committees. Nominating and Corporate Governance Committee Our nominating and corporate governance committee is responsible for, among other things: •developing and recommending criteria for Board membership and recommending Board nominees including reviewing candidates recommended by our shareholders; •recommending committee nominees; •considering matters of corporate governance; •reviewing and advising regarding the functions of our senior officers; and •reviewing succession plans with respect to our officers. Pursuant to the IRA, the nominating and corporate governance committee shall be comprised of such directors as the Board may determine. As of December 31, 2025, our nominating and corporate governance committee consisted of Alexander Shoghi, Kenneth Gilbert, and Scott Cohen, with Alexander Shoghi serving as the chair. After reviewing the qualifications of the members of the nominating and corporate governance committee and any relationships they may have with us that might affect their independence, the Board has determined that Scott Cohen, Alexander Shoghi, and Kenneth Gilbert are independent. Our Board of Directors adopted a written charter for the nominating and corporate governance committee, which is available on our website at www.ianthus.com/team/board-committees. Compensation Committee Our compensation committee is responsible for assessing whether any of our compensation policies or programs has the potential to encourage excessive risk-taking. Furthermore, our compensation committee discharges the responsibilities of the Board in overseeing our compensation policies, plans and programs and to review and determine the compensation to be paid to our executive officers, directors and other senior management, as appropriate. Our compensation committee is responsible for, among other things: •reviewing and approving our compensation and benefit programs, policies and practices; •setting the compensation of our Chief Executive Officer and approving the compensation of the members of our executive leadership team; •establishing and reviewing annual and long-term performance goals and objectives of our Chief Executive Officer; •reviewing the goals approved by our Chief Executive Officer for the members of our executive leadership team and the performance thereof; •reviewing and making recommendations to the Board regarding director compensation; and •overseeing the administration of our cash-based and equity-based compensation plans. Pursuant to the IRA, the compensation committee of the Board shall be comprised of one nominee designated by the Second Investor together with such other directors as the Board may determine. As of December 31, 2025, our compensation committee consisted of Michelle Mathews-Spradlin as Chair, Alexander Shoghi and Kenneth Gilbert. Michelle Mathews-Spradlin, Alexander Shoghi, and Kenneth Gilbert are each a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act and an outside director, as defined pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended. Our Board of Directors adopted a written charter for the compensation committee, which is available on our website at www.ianthus.com/team/board- committees. Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. To our knowledge, based solely upon a review of Forms 3, 4, and 5 filed with the SEC during the fiscal year ended December 31, 2025, we believe that, except as set forth below, our directors, executive officers, and greater than 10% beneficial owners have complied with all applicable filing requirements during the fiscal year ended December 31, 2025:•Richard Proud, our Chief Executive Officer, failed to report one transaction on time on a Form 4.Code of Business Conduct and Ethics We have adopted a written code of business conduct and ethics that applies to our directors and officers. A copy of the code is filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2020. Disclosure regarding any amendments to, or waivers from, provisions of the code of business conduct and ethics that apply to our directors and officers will be included in a Current Report on Form 8-K, which we will file within four business days following the date of the amendment or waiver. Changes in Nominating Procedures None. Insider Trading Policy The Company has adopted a Disclosure, Confidentiality and Insider Trading Policy, which governs, among other matters, the process and timing of the disclosure by the Company of material information, including those Company officials authorized to disclose such information, as well the purchase, sale and other dispositions of the Company’s securities by the Company’s directors, executive officers, significant shareholders and other insiders who regularly receive material information concerning the Company. We believe our Disclosure, Confidentiality and Insider Trading Policy is reasonably designed to promote, among other things, compliance with insider trading laws, rules and regulations.ITEM 11. EXECUTIVE COMPENSATION Summary Compensation TableThe following table sets forth for the years ended December 31, 2025 and 2024, the compensation awarded to, paid to, or earned by, our principal executive officer and two other most highly compensated executive officers. We refer to these officers as our “named executive officers.” Name and Principal Position Year Salary Bonus (1) StockAwards (3) OptionAwards Nonqualifieddeferredcompensationearnings All othercompensation Total Richard Proud 2025 $ 475,000 $ — $ — $ — $ — 55,843 (2) $ 530,843 Chief Executive Officer 2024 $ 475,000 $ 532,000 $ — — — — $ 1,007,000 Justin Vu 2025 $ 300,000 $ — $ — — — — $ 300,000 Chief Financial Officer 2024 $ 169,600 $ 113,400 $ — — — — $ 283,000 Philippe Faraut 2025 $ — $ — $ — — — 4,437 (5) $ 4,437 Former Chief Financial Officer 2024 $ 82,065 — $ — — — 204,766 (4) $ 286,831 Robert Galvin 2025 $ — $ — $ — — — — $ — Former Interim Chief Executive Officer and Former Interim Chief Operating Officer 2024 $ — — $ 306,470 — — 356,901 (4) $ 663,371 (1)Represents payments of discretionary bonuses for performance during the applicable years, which are discretionary payments as determined by the Board, and as further described below Discretionary Bonus Payments.(2)Represents: (i) $42,973 in tax gross-up payments paid in fiscal year 2025 by the Company on behalf of Mr. Proud to satisfy withholding taxes arising from the sale of common shares in 2025 to cover applicable tax obligations relating to the vesting of RSUs during 2024; and (ii) $12,870 representing the difference between (a) the price at which the Company repurchased 9,910,592 common shares from Richard Proud in 2025 and (b) the fair market value of such shares on the date of repurchase. Such sale of common shares occurred in connection with the Company’s correction of an administrative error in 2024, in which an insufficient number of shares were withheld to satisfy tax withholding obligations upon the vesting of RSUs in 2024. In 2025, the Company discovered the error and repurchased the additional shares that should have been withheld at the time of vesting using the 2024 share price applicable at such time. The Company did not intend to provide, and Mr. Proud did not receive, any additional compensation beyond that was originally associated with the 2024 vesting of RSUs, and the repurchase was effected solely to place Mr. Proud in the position he would have been had the appropriate number of shares been withheld at the time of vesting.(3)Represents the aggregate grant date fair value of RSUs granted for the fiscal year ended December 31, 2025 and December 31, 2024 as determined in accordance with ASC Topic 718, rather than the amount paid to or realized by Robert Galvin, Philippe Faraut, Richard Proud or Justin Vu. (4)For 2024, all other compensation for each Robert Galvin and Philippe Faraut includes the following in connection with payments received under the October Separation Agreement (as defined herein) and the Faraut Separation Agreement (as defined herein), and in each case, for the fiscal year ended December 31, 2024: Name SeparationPayment Bonus COBRAPremiums Paid Time Off Total of All OtherCompensation Philippe Faraut $ 175,000 — $ 7,266 $ 22,500 $ 204,766 Robert Galvin $ 350,000 — $ 6,901 $ — $ 356,901 (5) For 2025, all other compensation for Philippe Faraut includes the following in connection with payment received under the Faraut Separation Agreement for the fiscal year ended December 31, 2025: Name SeparationPayment Bonus COBRAPremiums Paid Time Off Total of All OtherCompensation Philippe Faraut $ — — $ 4,437 $ — $ 4,437 Outstanding Equity Awards as of December 31, 2025 The following table provides information regarding option awards held by each of our named executive officers that were outstanding as of December 31, 2025. Option Awards Stock Awards Name Number ofSecuritiesUnderlyingUnexercisedOptions (#)Exercisable Number ofSecuritiesUnderlyingUnexercisedOptions (#)Unexercisable EquityIncentivePlan Awards:Number ofSecuritiesUnderlyingUnexercisedUnearnedOptions (3) OptionExercisePrice ($) OptionExpirationDate Number ofshares orunits ofstock thathave notvested (#) Marketvalueof shares ofunits ofstock thathave notvested ($)(5) Equityincentiveplan awards:Number ofunearnedshares, unitsor otherrights thathave notvested (#) Equityincentiveplan awards:Market orpayout value ofunearnedshares, units orother rightsthat have notvested ($) Richard ProudChief Executive Officer — — — — — 132,141,243 (1) $ 660,706 — — Justin VuChief Financial Officer 8,633,094 (2) $ 43,165 Philippe Faraut, Former Chief Financial Officer — — — — — — $ — — — Robert Galvin, Former Interim Chief Executive Officer and Former Interim Chief Operating Officer 3,938,678 (3) — — US $ 0.051 47,674 — $ — — — Julius Kalcevich, Former Chief Financial Officer 3,938,678 (4) — — US $ 0.051 47,674 — — — — (1)RSUs granted to Richard Proud on August 31, 2023, which will vest in equal annual installments on August 31, 2025 and August 31, 2026. (2)RSUs granted to Justin Vu on June 27, 2023, which will vest in equal annual installments on June 27, 2025 and June 27, 2026.(3)Replacement stock options granted to Robert Galvin on September 21, 2022, which vested in equal installments on July 10, 2021, July 10, 2022, and July 10, 2023(4)Replacement stock options granted to Julius Kalcevich on September 21, 2022, which fully vested in 2022. (5)Market value determined using the closing stock price of $0.005 per share on the last trading day the fiscal year on December 31, 2024.Richard Proud Employment AgreementWe entered into an employment agreement with Richard Proud (the "Proud Employment Agreement") effective as of July 17, 2023, pursuant to which Mr. Proud currently serves as the Chief Executive Officer of the Company. Pursuant to the Proud Employment Agreement, Mr. Proud receives an annual base salary of $475,000. In addition, Mr. Proud is eligible to receive an annual bonus, with the target annual bonus being 100% of Mr. Proud's annual base salary. Mr. Proud's target annual bonus has a minimum of 0% and a maximum of 200%, based upon individual and/or corporate performance criteria established annually by the Board and Mr. Proud; provided, however, 50% of Mr. Proud's target annual bonus is guaranteed for Mr. Proud's first two years of employment. To be eligible to receive the target annual bonus, Mr. Proud must be employed on the bonus payment date. Pursuant to the Proud Employment Agreement, Mr. Proud also received a grant of RSUs with respect to the common shares of the Company equal to 3% of the common shares of the Company outstanding as of the date of the RSU grant. The grant of the RSUs to Mr. Proud are subject to the terms and conditions of the Company's Omnibus Incentive Plan and related equity award agreement. he RSUs will vest in three equal annual installments on the first three anniversaries of the date of grant of such RSUs, contingent on Mr. Proud remaining employed through each vesting date. The RSUs will immediately fully vest upon the consummation of a Change of Control (as defined in the Proud Employment Agreement). Mr. Proud also received a one-time signing bonus equal to $100,000, which was payable within ten (10) days of the effective date of the Proud Employment Agreement. In addition, Mr. Proud will be entitled to receive personal time off benefits under Company’s policies and any other employee benefits pursuant to any benefit plans maintained by the Company in a manner consistent with other similarly situated employees of the Company. He will also be entitled to reimbursement of reasonable and necessary business-related expenses.In the event of a Change of Control of the Company, either while Mr. Proud is employed or during the first 12 months after the Company terminates Mr. Proud's employment without Cause (as defined in the Proud Employment Agreement), or Mr. Proud resigns for Good Reason (as defined in the Proud Employment Agreement), then he shall be entitled to receive the following upon the consummation of the Change of Control: (i) a lump-sum cash payment equal to the sum of (A) 150% of Mr. Proud's then-current base salary and (B) the amount of any target annual bonus paid to Mr. Proud in the 12 months preceding the Change of Control of the Company; (ii) the acceleration of vesting of his RSU grant; (iii) a fully vested grants of RSUs with an aggregate fair market value equal to $475,000, based on the closing public market price per share on the grant date of the Change of Control RSU award, or, in the event that no public market price exists on such date, then as determined by an independent third party accounting or valuation firm acceptable to both the Company and Mr. Proud; and (iv) if Mr. Proud elects continuation coverage pursuant to COBRA under the Company’s group health plan, the Company shall pay Mr. Proud's COBRA premiums for such coverage until the earlier of (A) 18 months following the date of Mr. Proud's termination of employment, or (B) the date upon which Mr. Proud accepts new employment that offers him medical benefits. In the event that the Company terminates Mr. Proud's employment for any reason other than Cause, death or disability, or if Mr. Proud resigns for Good Reason, then he shall be entitled to receive the following: (i) a lump-sum cash payment equal to 100% of Mr. Proud's then-current base salary (provided, that if such termination of employment is less than 180 days after a Change of Control of the Company, then this paragraph shall not apply); (ii) to the extent unvested, Mr. Proud's RSU grant shall be accelerated and become fully vested on the date of termination; and (iii) if Mr. Proud elects continuation coverage pursuant to COBRA under the Company’s group health plan, the Company shall pay Mr. Proud's COBRA premiums for such coverage until the earlier of (A) 12 months following the date of Mr. Proud's termination of employment, or (B) the date upon which Mr. Proud accepts new employment that offers him medical benefits. The foregoing severance benefits are subject to, among other things, Mr. Proud's execution and delivery of a general release of all claims in favor of the Companies and their affiliates and subsidiaries.Justin Vu Employment Agreement On January 6, 2025, we entered into an employment agreement with Justin Vu (the “Vu Employment Agreement”), pursuant to which Mr. Vu currently serves as the Chief Financial Officer of the Company. Pursuant to the Vu Employment Agreement, Mr. Vu receives an annual base salary of $300,000. In addition, Mr. Vu is eligible to receive an annual bonus, with the target annual bonus being 50% of Mr. Vu's annual base salary. Mr. Vu's target annual bonus has a minimum of 0% and a maximum of 200%, based upon individual and/or corporate performance criteria established annually by the Board. To be eligible to receive the target annual bonus, Mr. Vu must be employed on the bonus payment date. Mr. Vu also received a grant of RSUs with respect to the common shares of the Company on June 27, 2023, equal to $180,000. The grant of the RSUs to Mr. Vu are subject to the terms and conditions of the Company's Omnibus Incentive Plan and related equity award agreement. The RSUs will vest in three equal annual installments on the first three anniversaries of the date of grant of such RSUs, contingent on Mr. Vu remaining employed through each vesting date. The RSUs will immediately fully vest upon the consummation of a Change of Control (as defined in the Vu Employment Agreement). In addition, Mr. Vu will be entitled to receive personal time off benefits under Company’s policies and any other employee benefits pursuant to any benefit plans maintained by the Company in a manner consistent with other similarly situated employees of the Company. He will also be entitled to reimbursement of reasonable and necessary business-related expenses.In the event of a Change of Control of the Company, either while Mr. Vu is employed or during the first 12 months after the Company terminates Mr. Vu's employment without Cause (as defined in the Vu Employment Agreement), or Mr. Vu resigns for Good Reason (as defined in the Vu Employment Agreement), then he shall be entitled to receive the following upon the consummation of the Change of Control: (i) a lump-sum cash payment equal to the sum of (A) Mr. Vu's then current base-salary for twelve (12) months and (B) the amount of any annual incentive bonus paid to Mr. Vu in the twelve (12) months preceding the consummation of a Change of Control of the Company and (ii) a fully vested grant of RSUs with an aggregate fair market value equal to $180,000, based on the closing public market price per share on the 30th day after the date of the Change of Control of the Company. In the event that the Company terminates Mr. Vu's employment due to his death or disability, all unvested and outstanding RSUs held by Mr. Vu shall be accelerated and become fully vested on the date of such termination. In the event that the Company terminates Mr. Vu's employment for any reason other than Cause, death or disability, or if Mr. Vu resigns for Good Reason, then he shall be entitled to receive the following: (i) to the extent unvested, all RSUs held by Mr. Vu shall be accelerated and become fully vested on the date of termination; (ii) payment, over a 12 month period, of continuing compensation equal to 6 months of his then base salary (provided that if such termination of employment is less than 180 days after a Change of Control of the Company, then Mr. Vu shall not be entitled to any such payment); and (iv) if Mr. Vu elects continuation coverage pursuant to COBRA under the Company’s group health plan, the Company shall pay Mr. Vu's COBRA premiums for such coverage until the earlier of (A) 12 months following the date of Mr. Vu's termination of employment, or (B) the date upon which Mr. Vu accepts new employment that offers him medical benefits. The foregoing severance benefits are subject to, among other things, Mr. Vu's execution and delivery of a general release of all claims in favor of the Companies and their affiliates and subsidiaries. Separation and Release Agreement - Payments Upon Termination Effective as of the October Resignation Date, Robert Galvin, the Company's then-Interim Chief Operating Officer, resigned from his executive positions, including all positions with the Company's subsidiaries and affiliates. In connection with the resignation, Mr. Galvin and the Company executed the October Separation Agreement, pursuant to which, Mr. Galvin will receive certain compensation and benefits valued to substantially equal the value of entitlements he would have received under Section 4(f) of his employment agreement. Specifically, Mr. Galvin will receive: (i) total cash compensation in the amount of approximately $350,000, which is payable in a lump sum on January 5, 2024; (ii) a grant of RSUs with an aggregate fair market value of $350,000, which shall fully vest on January 4, 2024. Under the terms of the October Separation Agreement, the Company will continue to pay the monthly premium for Mr. Galvin's continued participation in the Company’s health and dental insurance benefits pursuant to COBRA for one year from the October Resignation Date. Mr. Galvin served in a consulting role for three months following the October Resignation Date at a base compensation rate of $25,000 per month.Effective as of the Faraut Resignation Date, Philippe Faraut, the Company's then-Chief Financial Officer, resigned from his executive positions, including all positions with the Company's subsidiaries and affiliates. In connection with the resignation, Mr. Faraut and the Company executed the Faraut Separation Agreement, pursuant to which, Mr. Faraut received certain compensation and benefits valued to substantially equal the value of entitlements he would have received under Section 4(g) of his employment agreement. Specifically, Mr. Faraut received total cash compensation in the amount of approximately $0.2 million, which was payable in equal installments of approximately $25,000 per month over a period of 7 months following the Effective Date (as defined in the Faraut Separation Agreement). Under the terms of the Faraut Separation Agreement, the Company will continue to pay the monthly premium for Mr. Faraut's continued participation in the Company's health and dental insurance benefits pursuant to COBRA for one year from the Faraut Resignation Date. Mr. Faraut served in a consulting role for one month following the Faraut Resignation Date at a base compensation rate of $25,000 per month. Pursuant to the Faraut Separation Agreement, the RSUs granted to Mr. Faraut on November 23, 2022 and May 17, 2023 accelerated and fully vested upon satisfactory completion of Mr. Faraut's consulting services. Further, the RSUs granted to Mr. Faraut on September 1, 2023 and November 15, 2023 were forfeited as of the Faraut Resignation Date. No amounts are owed as of December 31, 2025 and 2024.Equity Grant Practices We adopted the Company’s Omnibus Incentive Plan dated October 15, 2018, which was approved by our shareholders at our annual general and special meeting held on November 26, 2018. Pursuant to the Omnibus Incentive Plan, we can grant stock options, stock appreciation rights, restricted stock, restricted stock units, deferred stock units, annual or long-term performance awards or other stock-based awards. On February 1 of each calendar year during the term of an executive employment agreement or the first day thereafter that we are permitted to make option grants to our executives, such executives receive grants of both time vested options and performance options. These equity grants may be granted as either stock options or restricted stock units. On December 31, 2021 and June 23, 2022, our Board of Directors approved the terms of a Long-Term Incentive Program recommended by our compensation committee and, pursuant to which, on July 26, 2022, we issued certain of our employees (including executive officers) an aggregate of 320,165,409 RSUs under our Omnibus Incentive Plan in order to attract and retain such employees. All of our existing warrants and options were cancelled, and our common shares may be consolidated pursuant to a consolidation ratio which has yet to be determined. Discretionary Bonus Payments Pursuant to the terms of the executive employment agreements described above, the Company, through the Board, has the discretion to determine the amounts of the annual incentive bonus payments which executives may receive. The Board has not yet determined an amount, if any, of Mr. Proud's or Mr. Vu's 2025 annual bonus.Regular Benefits To the extent eligible under the applicable plans and programs, an executive and an executive’s family are entitled to participate in the Company’s medical, dental, and vision plans. Director Compensation The following table presents the total compensation for each person who served as a non-employee member of our Board of Directors and received compensation for such service during the fiscal year ended December 31, 2025. Mr. Proud, who is an employee director, is not entitled to receive any additional compensation for his service as a member of our Board of Directors. We did not pay any compensation, make any equity awards or non-equity awards to, or pay any other compensation to any of the non-employee members of our Board of Directors in 2025. Name Fees earned orpaid in cash (s) Stock Awards (1) Total ($) Michelle Mathews-Spradlin $ 140,000 (2) $ 165,000 (3) $ 305,000 Kenneth Gilbert $ 50,000 (4) $ 165,000 (5) $ 215,000 Scott Cohen $ 70,000 (6) $ 165,000 (7) $ 235,000 Alexander Shoghi — $ 227,500 (8) $ 227,500 (1)Amounts reported represent the aggregate grant date fair value for option awards granted in each respective year in accordance with ASC Topic 718, excluding the effect of forfeitures. See Note 10 “Share Capital” in the Notes to the Company’s Consolidated Financial Statements for the fiscal year ended 2025 included in this Form 10-K for the year ended 2025 for more information regarding the Company’s accounting for share-based compensation plans. The amounts shown in the Director Compensation Table above do not represent the actual value realized by each Director. RSUs Outstanding As of December 31, 2024 Michelle Mathews-Spradlin $ 39,875,000 Kenneth Gilbert $ 44,090,687 Scott Cohen $ 39,875,000 Alexander Shoghi $ 54,979,167 (2)Represents annual cash retainers totaling $140,000 ($50,000 annual retainer, $75,000 annual retainer as Chair of the Board and $15,000 retainer as Chair of the Compensation Committee). (3)On December 1, 2025, Michelle Mathews-Spradlin was issued 33,673,469 RSUs, valued at $165,000 based on the Company’s closing stock price on November 30, 2025, the date immediately preceding the grant, all of which vest on December 1, 2026.(4)Represents annual cash retainer equal to $50,000.(5)On December 1, 2025, Kenneth Gilbert was issued 33,673,469 RSUs, valued at $165,000 based on the Company’s closing stock price on November 30, 2025, the date immediately preceding the grant, all of which vest on December 1, 2026.(6)Represents annual cash retainers totaling $70,000 ($50,000 annual retainer and $20,000 annual retainer as Chair of the Audit Committee)(7)On December 1, 2025, Scott Cohen was issued 33,673,469 RSUs, valued at $165,000 based on the Company’s closing stock price on November 30, 2025, the date immediately preceding the grant, all of which vest on December 1, 2026.(8)On December 1, 2025, Alexander Shoghi was issued 46,428,571 RSUs, valued at $227,500 based on the Company’s closing stock price on November 30, 2025, the date immediately preceding the grant, all of which vest on December 1, 2026. Mr. Shoghi elected to receive RSUs equal to, and in lieu of, the cash Board fees he otherwise would have been entitled, and accordingly, of the $227,500 in RSUs issued to Mr. Shoghi, $62,500 (or 12,500,000 RSUs) is attributable to Mr. Shoghi’s annual Board retainers ($50,000 annual retainer and $12,500 annual retainer as Chair of the Nominating and Corporate Governance Committee). Non-Employee Director Compensation Program Our current director compensation program is designed to align our director compensation program with the long-term interests of our stockholders by implementing a program comprised of cash and equity compensation. In setting director compensation, we consider the amount of time that directors expend in fulfilling their duties to the Company as well as the skill level and experience required by our Board. We also consider board compensation practices at similarly situated companies, while keeping in mind the compensation philosophy of us and the stockholders’ interests. The directors also receive reimbursement for expenses, including reasonable travel expenses to attend board and committee meetings, reasonable outside seminar expenses, and other special board-related expenses. Non-Employee Directors of Investors Pursuant to the terms of the IRA, each director that is not an employee of any of the Investors (each, a “Non-Investor Director”) is entitled to director compensation. Each Non-Investor Director is paid: (i) a one-time equity grant of $100,000, payable in the form of RSUs, which vest immediately; (ii) an annual cash retainer (the “Annual Retainer”) of $50,000, to be satisfied in the form of RSUs in lieu of cash for the first year of each Non-Investor Director’s service on the Board; and (iii) an annual equity grant of $165,000 payable in the form of RSUs. A Non-Investor Director acting as the chair of the audit committee of the Board is paid an annual cash retainer (the “Audit Chair Retainer”) of $20,000, satisfied in the form of RSUs in lieu of cash for the first year of the Non-Investor Director’s service as chair of the audit committee. A Non-Investor Director acting as the chair of the compensation committee of the Board is paid an annual cash retainer (the “Compensation Chair Retainer”) of $15,000, satisfied in the form of RSUs in lieu of cash for the first year of the Non-Investor Director’s service as chair of the compensation committee. A Non-Investor Director acting as the chair of the nominating and corporate governance committee of the Board is paid an annual cash retainer (the “Governance Chair Retainer”) of $12,500, satisfied in the form of RSUs in lieu of cash for the first year of the Non-Investor Director’s service as chair of the nominating and corporate governance committee. A Non-Investor Director acting as chair of the Board is paid an annual cash leadership retainer (the “Leadership Retainer”) of $75,000, satisfied in the form of RSUs in lieu of cash for the first year of the Non-Investor Director’s year of service as chair of the Board. Pursuant to the terms of the IRA, each director that is an employee of any of the Investors (each, an “Investor Director”) is not entitled to receive any director compensation. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth certain information regarding beneficial ownership of shares of our common shares as of March 19, 2026 by (i) each person known to beneficially own more than 5% of our outstanding common shares, (ii) each of our directors, (iii) each of our named executive officers and (iv) all of our directors and named executive officers as a group. Except as indicated in footnotes to this table, we believe that the shareholders named in this table have sole voting and investment power with respect to all shares of common stock shown to be beneficially owned by them, based on information provided to us by such shareholders, subject to community property laws, where applicable. Beneficial Owner(1) Shares of CommonStock Beneficially Owned Percentage (2) Directors and Named Executive Officers: Richard Proud 72,875,894 (3) * Justin Vu 4,973,563 (4) * Michelle Mathews-Spradlin 47,816,178 (5) * Scott Cohen 46,443,629 (6) * Kenneth Gilbert 1,960,785 (7) * Alexander Shoghi 64,424,885 (8) * All Executive Officers and Directors as a Group (6 persons) 238,494,934 * 5% or Greater Shareholders: Parallax Master Fund, LP(9) 369,665,259 5.30 % Jason Adler(10) 2,598,704,326 (11) 37.27 % Senvest Management, LLC(12) 1,074,406,901 (13) 15.41 % Oasis Investments II Master Fund Ltd.(14) 1,279,055,833 18.34 % * Represents beneficial ownership of less than 1%. (1)Unless otherwise indicated, the address of each person is c/o iAnthus Capital Holdings, Inc., 214 King Street West, Suite 400, Toronto, Ontario M5H 3S6. (2)The calculation in this column is based upon 6,972,551,786 common shares outstanding on March 19, 2026. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to the subject securities. Common shares that may be acquired by an individual or group within 60 days of March 21, 2026, pursuant to the exercise of options or warrants, vesting of common shares or conversion of convertible debt, are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table. (3)Represents 72,875,894 common shares. Excludes 66,070,622 common shares underlying unvested restricted stock units. (4)Represents 4,973,563 common shares. Excludes 4,316,547 common shares underlying unvested restricted stock units. (5)Represents 47,816,178 common shares. Excludes 33,673,469 common shares underlying unvested restricted stock units. (6)Represents 46,443,629 common shares. Excludes 33,673,469 common shares underlying unvested restricted stock units. (7)Represents 1,960,785 common shares. Excludes 77,764,156 common shares underlying unvested restricted stock units. (8)Represents 64,424,885 common shares. Excludes 46,428,571 common shares underlying unvested restricted stock units. (9)William Bartlett is the Managing Member of Parallax Master Fund, LP and in such capacity has the right to vote and dispose of the securities held by such entity. The address of Parallax Master Fund, LP is 88 Kearny Street, 20th Floor, San Francisco, CA 94108. (10)Jason Adler is the Managing Member of Gotham Green Credit Partners GP I, LLC, Gotham Green GP 1, LLC, Gotham Green GP II, LLC and Gotham Green Partners SPV V GP, LLC. Gotham Green Credit Partners GP I, LLC is the General Partner of Gotham Green Credit Partners SPV 1, LP. Gotham Green GP 1, LLC is the General Partner of Gotham Green Fund 1, LP and Gotham Green Fund 1 (Q), LP. Gotham Green GP II, LLC is the General Partner of Gotham Green Fund II (Q), LP and Gotham Green Fund II, LP. Gotham Green Partners SPV V GP, LLC is the General Partner of Gotham Green Partners SPV V, LP. (11)Represents (i) 125,585,311 common shares held by Gotham Green Fund 1, L.P.; (ii) 502,419,744 common shares held by Gotham Green Fund 1(Q), L.P.; (iii) 61,824,757 common shares held by Gotham Green Fund II, L.P.; (iv) 359,610,209 common shares held by Gotham Green Fund II (Q), L.P.; (v) 934,167,928 common shares held by Gotham Green Credit Partners SPV 1, L.P.; and (vi) 615,096,377 common shares held by Gotham Green Partners SPV V, L.P. (12)Senvest Management, LLC serves as the investment manager to Senvest Master Fund, LP and Senvest Global (KY), LP (collectively, the “Investment Vehicles”), with respect to the common shares held by the Investment Vehicles. Richard Mashaal serves as the Managing Member of Senvest Management, LLC, with respect to the common shares held by the Investment Vehicles. Senvest Management, LLC may be deemed to beneficially own the securities held by the Investment Vehicles by virtue of Senvest Management LLC’s position as Investment Manager of each of the Investment Vehicles. Mr. Mashaal may be deemed to beneficially own the securities held by the Investment Vehicles by virtue of Mr. Mashaal’s status as the Managing Member of Senvest Management, LLC. (13)Represents: (i) 946,501,317 common shares held by Senvest Master Fund, LP; and (ii) 127,905,584 common shares held by Senvest Global (KY), LP. (14)Seth Fisher is responsible for the supervision and conduct of all investment activities of Oasis Management Company Ltd. (the “Investment Manager”), including all investment decisions with respect to the assets of Oasis Investments II Master Fund Ltd., with respect to the common shares held by Oasis Investments II Master Fund Ltd. The address of the business office of Mr. Fischer is c/o Oasis Management (Hong Kong), 25/F, LHT Tower, 31 Queen’s Road Central, Central, Hong Kong. The address of the business office of each of Oasis Management and the Oasis II Fund is Ugland House, PO Box 309 Grand Cayman, KY1-1104, Cayman Islands. Securities Authorized for Issuance Under Equity Compensation Plans The following table summarizes information about our equity compensation plans as of December 31, 2025. Plan Category Number ofsecurities to beissued uponexercise ofoutstandingoptions, warrantsand rights (a) Weighted averageexercise price ofoutstanding options,warrants and rights Number of securitiesremaining availablefor future issuanceunder equitycompensation plans(excluding securitiesreflected incolumn (a)) Equity compensation plans approved by security holder 274,801,658 $ 0.05 1,119,708,699 Equity compensation plans not approved by security holder — — — Total 274,801,658 1,119,708,699 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The following includes a summary of transactions during our fiscal years ended December 31, 2025 and December 31, 2024 to which we have been a party, including transactions in which the amount involved in the transaction exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other arrangements, which are described elsewhere in this Annual Report on Form 10-K. We are not otherwise a party to a current related party transaction and no transaction is currently proposed, in which the amount of the transaction exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years and in which a related person had or will have a direct or indirect material interest. Gotham Green Partners, LLC (“GGP”) invested $14.7 million through the Interim Financing during the year ended December 31, 2020 and during the year ended December 31, 2021, GGP, Senvest Master Fund, LP, Oasis Investments II Master Fund LTD and Hadron Healthcare and Consumer Special Opportunities Master Fund invested an aggregate of $5.5 million, $2.1 million, $2.5 million and $0.1 million, respectively, through the Senior Secured Bridge Notes. On the Closing Date, we closed the Recapitalization Transaction pursuant to which the outstanding principal amount of the Secured Notes (including the Interim Financing) together with interest accrued and fees thereon were forgiven in part and exchanged for (A) the Secured Lender Shares, (B) June Secured Debentures and (C) June Unsecured Debentures and the outstanding principal amount of the Unsecured Debentures together with interest accrued and fees thereon were forgiven in part and exchanged for (A) the Unsecured Lender Shares and (B) June Unsecured Debentures. As a result of closing the Recapitalization Transaction, GGP and Parallax Master Fund, LP, were issued the June Secured Debentures in the principal amount of $84.4 million and $12.1 million, respectively, and 2,568,047,188 and 369,665,259 common shares, respectively. In addition, we issued June Unsecured Debentures as follows: $4.2 million to GGP, $0.6 million to Parallax Master Fund, LP, $1.3 million to Hi-Med, $5.3 million to Senvest Master Fund, LP, $6.3 million to Oasis Investments II Master Fund LTD and $2.3 million to Hadron Healthcare and Consumer Special Opportunities Master Fund, respectively. We also issued GGP, Parallax Master Fund, LP, Senvest Master Fund, LP, Oasis Investments II Master Fund LTD and Hadron Healthcare and Consumer Special Opportunities Master Fund 2,568,047,188, 369,665,259, 936,189,371, 1,265,120,771 and 455,443,478 common shares, respectively. Further during the year ended December 31, 2022, GGP, Senvest Master Fund, LP, Oasis Investments II Master Fund LTD and Hadron Healthcare and Consumer Special Opportunities Master Fund invested aggregate of $12.5 million, $4.8 million, $5.7 million and $2.0 million, respectively, which were evidenced through the issuance of Additional Secured Debentures. As of December 31, 2025, the outstanding principal balance of the June Secured Debentures and Additional Secured Debentures were $132.3 million and $33.2 million, respectively (December 31, 2024 — $122.1 million and $30.6 million, respectively). The outstanding principal balance of the June Unsecured Debentures as of December 31, 2025 was $26.5 million (December 31, 2024 — $24.4 million). As of December 31, 2025, the outstanding principal balance on the Senior Secured Bridge Notes was $8.5 million (December 31, 2024 —$16.0 million). Pursuant to the terms of the Secured DPA, the Company has a related party payable of $6.3 million due to certain of the New Secured Lenders, including GGP, Oasis Investment Master II Fund LTD., Senvest Global (KY), LP, Senvest Master Fund, LP and Hadron Healthcare and Consumer Special Opportunities Master Fund for certain out-of-pocket costs, charges, fees, taxes and other expenses incurred by the New Secured Lenders in connection with the closing of the Recapitalization Transaction (the “Deferred Professional Fees”). The Company had until December 31, 2022 to pay the Deferred Professional Fees ratably based on the amount of each New Secured Lender’s Deferred Professional Fees. The Deferred Professional Fees accrued simple interest at the rate of 12.0% from the Closing Date until December 31, 2022. Beginning with the first business day of the month following December 31, 2022, interest began accruing on the Deferred Professional Fees at the rate of 20% calculated on a daily basis and is payable on the first business day of every month until the Deferred Professional Fees and accrued interest thereon is paid in full. As of December 31, 2025, the outstanding related party portion of the Deferred Professional Fees including accrued interest was $2.2 million (December 31, 2024 – $9.2 million). Independence of the Board of Directors Our Board of Directors is comprised of Scott Cohen, Michelle Mathews-Spradlin, Kenneth Gilbert, Alexander Shoghi, and Richard Proud. We have determined that each of Scott Cohen, Michelle Mathews-Spradlin, Kenneth Gilbert is deemed to be independent within the meaning of the CSE Guide and applicable Canadian regulations. In addition, although our common shares are not listed on any U.S. national securities exchange, for purposes of independence we use the definition of independence applied by The Nasdaq Stock Market to determine which directors are “independent” in accordance with such definition and have determined that each of Scott Cohen, Michelle Mathews-Spradlin, Kenneth Gilbert are independent under the definition of independence applied by The Nasdaq Stock Market. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICESThe following table sets forth the aggregate fees billed by as described below: 2025 2024 Audit Fees $ 985,569 $ 1,068,955 Audit Related Fees — — Tax Fees — — All Other Fees — — Total $ 985,569 $ 1,068,955 Audit Fees: Audit fees consist of fees for audit services on an accrued basis. Audit-Related Fees: Audit-related fees are fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit of the financial statements. Tax Fees: Tax fees are fees for professional services rendered for tax compliance, tax advice and tax planning. All Other Fees: All other fees are fees billed by the auditor for products and services not included in the foregoing categories. Pre-Approval Policies and Procedures In accordance with the Sarbanes-Oxley Act, our audit committee charter requires the audit committee to pre-approve all audit and permitted non-audit services provided by our independent registered public accounting firm, including the review and approval in advance of our independent registered public accounting firm’s annual engagement letter and the proposed fees contained therein. The audit committee has the ability to delegate the authority to pre-approve non-audit services to one or more designated members of the audit committee. If such authority is delegated, such delegated members of the audit committee must report to the full audit committee at the next audit committee meeting all items pre-approved by such delegated members. In the fiscal years ended December 31, 2025 and 2024 all of the services performed by our independent registered public accounting firm were pre-approved by the audit committee. PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a) The following documents are filed as part of this report: (1)Financial Statements: Page Index to Consolidated Financial Statements: 64 Consolidated Financial Statements: Report of the Independent Registered Public Accounting Firm 65 Consolidated Balance Sheets as of December 31, 2025 and 2024 66 Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024 67 Consolidated Statements of Shareholders’ Equity for the Years ended December 31, 2025 and 2024 68 Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 69 Notes to the Consolidated Financial Statements for the Years Ended December 31, 2025 and 2024 70 The consolidated financial statements required by this Item are included beginning at page 65. (1)Financial Statement Schedules: All financial statement schedules have been omitted because they are not applicable, not required or the information required is shown in the consolidated financial statements or the notes thereto. (b) Exhibits The following documents are included as exhibits to this report. Exhibit No. Title of Document 3.1 Articles of iAnthus Capital Holdings, Inc. (Incorporated by reference to Exhibit 3.1 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 4.1* Description of the Registrant’s Securities 10.1+ Amended and Restated Omnibus Incentive Plan Dated October 15, 2018 (Incorporated by reference to Exhibit 10.1 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.2+ Second Amended and Restated Secured Debenture Purchase Agreement dated July 10, 2020 by and among iAnthus Capital Holdings, Inc., iAnthus Capital Management, LLC, the lenders a party thereto, the credit parties a party thereto and Gotham Green Admin 1, LLC, as collateral agent (Incorporated by reference to Exhibit 10.2 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.3+ Employment Agreement between the Company and Richard C. Proud (Incorporated by reference to Exhibit 10.1 to iAnthus’ Quarterly Report on Form 10-Q filed with the SEC on August 14, 2023) 10.4 Form of Warrant for March and May 2019 Private Placements (Incorporated by reference to Exhibit 10.8 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.5 Form of Warrant for May 2018 and September and December 2019 Private Placements (Incorporated by reference to Exhibit 10.9 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.6 Form of Warrant for MPX Private Placement dated January 19, 2017 (Incorporated by reference to Exhibit 10.10 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.7 Form of Warrant for MPX October 2017 and January 2020 Private Placements (Incorporated by reference to Exhibit 10.11 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.8 Form of Warrant for MPX Private Placement dated March 2, 2018 (Incorporated by reference to Exhibit 10.12 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.9 Form of Warrant for MPX Private Placement dated December 20, 2018 (Incorporated by reference to Exhibit 10.13 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.10 Form of Warrant for MPX June 2018 and January 2019 Private Placements (Incorporated by reference to Exhibit 10.14 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.11 Form of Warrant for MPX Private Placement dated January 4, 2019 (Incorporated by reference to Exhibit 10.15 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.12 Form of Warrant for MPX Private Placement dated January 17, 2018 (Incorporated by reference to Exhibit 10.16 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.13# Third Amended and Restated Secured Debenture Purchase Agreement dated June 24, 2022 by and among the Company, iAnthus Capital Management, LLC, the other Credit Parties party thereto, Gotham Green Admin 1, LLC, as Collateral Agent, and the lenders party thereto (Incorporated by reference to Exhibit 10.1 to iAnthus’ Current Report on Form 8-K filed with the SEC on June 30, 2022) 10.14# Unsecured Debenture Agreement dated June 24, 2022 by and among the Company, as guarantor, iAnthus Capital Management, LLC and the holders of all of the Company’s 8% unsecured debentures (Incorporated by reference to Exhibit 10.2 to iAnthus’ Current Report on Form 8-K filed with the SEC on June 30, 2022) 10.15 Form of 8.0% Senior Secured Debenture (Incorporated by reference to Exhibit 10.3 to iAnthus’ Current Report on Form 8-K filed with the SEC on June 30, 2022) 10.16 Form of 8.0% Senior Unsecured Debenture (Incorporated by reference to Exhibit 10.4 to iAnthus’ Current Report on Form 8-K filed with the SEC on June 30, 2022) 10.17# Registration Rights Agreement dated June 24, 2022 by and among the Company, iAnthus Capital Management, LLC and certain holders (Incorporated by reference to Exhibit 10.5 to iAnthus’ Current Report on Form 8-K filed with the SEC on June 30, 2022) 10.18# Investor Rights Agreement dated June 24, 2022 by and among the Company, iAnthus Capital Management, LLC and certain investors (Incorporated by reference to Exhibit 10.6 to iAnthus’ Current Report on Form 8-K filed with the SEC on June 30, 2022) 10.19+ Employment Agreement by and between iAnthus Capital Management, LLC, including iAnthus Capital Holdings, Inc. and all of its subsidiaries, and Justin Vu dated January 6, 2025 (Incorporated by reference to Exhibit 10.27 to iAnthus’ Form 10 filed with the SEC on March 24, 2025) 10.20+* Fourth Amendment to the Senior Secured Bridge Notes between iAnthus New Jersey, LLC and the holders hereto dated January 28, 2026 14.1 Code of Business Conduct and Ethics (Incorporated by reference to Exhibit 14.1 to iAnthus’ Annual Report on Form 10-K filed with the SEC on April 1, 2021) 19.1* Insider Trading Policy 21.1* Subsidiaries 23.1* Consent of PKF O’Connor Davies, LLP 31.1* Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1* Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 32.2* Certification of the Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 101.INS* Inline XBRL Instance Document – the instance document does not appear in the interactive Data File as its XBRL tags are embedded within the inline XBRL document 101. SCH* Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents 104* Cover page formatted as Inline XBRL and contained in Exhibit 101 * Filed herewith. + Management contract or compensatory plan or arrangement. # Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit were omitted by means of marking such portions with an asterisk because the identified confidential portions (i) are not material and (ii) the Company customarily and actually treats that information as private or confidential. Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the Securities and Exchange Commission. ITEM 16. FORM 10-K SUMMARY None. SIGNATURES Pursuant to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on this 27th day of March, 2026. IANTHUS CAPITAL HOLDINGS, INC. /s/ Richard Proud Richard Proud Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements of the Securities Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Richard Proud Chief Executive Officer March 27, 2026 Richard Proud (Principal Executive Officer) /s/ Justin Vu Chief Financial Officer March 27, 2026 Justin Vu (Principal Financial and Accounting Officer) /s/ Michelle Mathews-Spradlin Chair of the Board March 27, 2026 Michelle Mathews-Spradlin /s/ Scott Cohen Director March 27, 2026 Scott Cohen /s/ Kenneth Gilbert Director March 27, 2026 Kenneth Gilbert /s/ Alexander Shoghi Director March 27, 2026 Alexander Shoghi

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Maryland, USA

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100.00%

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Rosebud Organics, Inc.

Maryland, USA 100%Fall River Development Company, LLC (1) Massachusetts, USA 100%IMT, LLC (1) Massachusetts, USA 100%Mayflower Medicinals, Inc. Massachusetts, USA 100%Pilgrim Rock Management, LLC Massachusetts, USA 100%CGX Life Sciences, Inc. ("CGX") (1) Nevada, USA 100%GreenMart of Nevada NLV, LLC (GMNV) (1) Nevada, USA 100%GTL Holdings, LLC New Jersey, USA 100%iA CBD, LLC (“iA CBD”) New Jersey, USA 100%iAnthus New Jersey, LLC New Jersey, USA 100%MPX New Jersey, LLC (1) New Jersey, USA 100%Citiva Medical, LLC (“Citiva”) New York, USA 100%iAnthus Empire Holdings, LLC New York, USA 100%iAnthus Kentucky, LLC Kentucky, USA 100%iAnthus Delaware, LLC Delaware, USA 100%Cheetah Brand, LLC Delaware, USA 100% (1)Entities acquired as a part of the MPX Bioceutical Corporation (“MPX”) acquisition on February 5, 2019 (the “MPX Acquisition”). During the year ended December 31, 2024, the Company dissolved iAnthus Northern Nevada, LLC, Ambary, LLC and Pakalolo, LLC.(e) Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and judgements that affect the application of accounting policies and the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations regarding future events that are believed to be reasonable under the circumstances. Actual results may differ significantly from these estimates. Significant estimates made by management include, but are not limited to: economic lives of leased assets; inputs used in the valuation of inventory; allowances for expected credit losses on accounts receivable, provisions for inventory obsolescence; impairment assessment of long- lived assets; depreciable lives of property, plant and equipment; useful lives of intangible assets; accruals for contingencies including tax contingencies; valuation allowances for deferred income tax assets; uncertain tax positions; estimates of fair value of identifiable assets and liabilities acquired in business combinations; estimates of fair value of derivative instruments; and estimates of the fair value of stock-based payment awards. (f) Cash and Restricted Cash For purposes of the consolidated balance sheets and the statements of cash flows, cash includes cash and restricted cash amounts held primarily in U.S. dollars. Restricted cash balances are those which meet the definition of cash but are not available for use by the Company. As of December 31, 2025, the Company held $0.2 million as restricted cash (December 31, 2024 — $0.6 million). The following table summarizes a reconciliation of cash and restricted cash reported within the consolidated balance sheets to such amounts presented in the statements of cash flows: December 31, 2025 December 31, 2024 Cash $ 11,650 $ 18,543 Restricted cash 220 556 Total cash and restricted cash presented in the statements of cash flows $ 11,870 $ 19,099 (g) Accounts Receivable The Company assesses its accounts receivables for expected credit losses resulting from the potential uncollectability of specific customer balances, based upon a review of the customer’s creditworthiness and past collection history. The loss-rate method is used to estimate potential losses by applying an estimated loss rate to customer balances to determine the allowance for credit losses. For trade accounts receivable deemed as uncollectible, and arose from the sale of goods or services, the Company will write off the specific balance against the allowance for expected credit losses when it is known that a provided amount will not be collected.(h) Inventories Inventory is comprised of supplies, raw materials, finished goods and work-in-process such as harvested cannabis plants and by-products to be harvested. Inventory is valued at the lower of cost, determined on standard cost which approximates weighted average costing, and net realizable value. The direct and indirect costs of inventory initially include the costs to cultivate the harvested plants at the time of harvest. They also include subsequent costs such as materials, labor, and overhead involved in processing, packaging, labeling, and inspection to turn raw materials into finished goods. All direct and indirect costs related to inventory are capitalized as they are incurred and are subsequently recorded within costs and expenses applicable to revenues on the consolidated statements of operations at the time of sale. Net realizable value is determined as the estimated selling price less a reasonable estimate of the costs of completion, disposal, and transportation. The Company reviews inventory for obsolete, redundant and slow-moving goods and any such inventories are written down to net realizable value. Factors considered in determining obsolescence include, but are not limited to, slow-moving inventory or products that can no longer be marketed. As such, any identified slow moving and/or obsolete inventory is written down to its net realizable value through costs and expenses applicable to revenues on the consolidated statements of operations. (i) Investments The Company currently accounts for its equity-accounted investments using the equity method of accounting in accordance with Accounting Standards Codification (“ASC”) Topic 323 Investments. Investments are initially recognized at cost. Subsequent to initial recognition, the carrying value of the Company’s investments are adjusted for the Company’s share of income or loss and distributions each reporting period. The carrying value of the Company’s investments are assessed for indicators or impairment at each balance sheet date. The Company applies fair value accounting for its other investments recognized as financial assets that are disclosed at fair value in the financial statements on a recurring basis. Fair value is defined as the price that would be received from selling an asset in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets that are required to be recorded at fair value, the Company considers all related factors of the asset by market participants in which the Company would transact and the market-based risk measurements or assumptions of market participants. (j) Property, Plant and Equipment Property, plant and equipment are recorded at historical cost net of accumulated depreciation, write-downs and impairment losses. Depreciation is calculated on a straight-line basis over the estimated useful life as follows: Buildings 20 - 25 years Leasehold improvements over the shorter of the initial term of the underlying lease plus any reasonably assured renewal terms, and the useful life of the asset Production equipment 5 years Processing equipment 5 years Sales equipment 3 - 5 years Office equipment 3 - 5 years Land not depreciated Construction in progress not depreciated When significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items or components of property, plant and equipment and each major component is assigned an appropriate useful life. Gains and losses on disposal of an item are determined by comparing the proceeds from disposal with the carrying amount of the item and are recognized in profit or loss. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the respective accounts and any related gain or loss is recognized in the consolidated statements of operations. Maintenance and repairs are charged to expense as incurred. Significant expenditures, which extend the useful lives of assets or increase productivity, are capitalized. Construction in progress includes construction progress payments, deposits, engineering costs, and other costs directly related to the construction of cultivation, processing or dispensary facilities. Expenditures are capitalized during the construction period and construction in progress is transferred to the appropriate class of property, plant and equipment when the assets are available for use, at which point the depreciation of the asset commences. The Company reviews the carrying values of its property, plant and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group might not be recoverable. Assets are grouped at the lowest level for which identifiable cash flows are largely independent when testing for, and measuring for, impairment. In performing its review of recoverability, the Company estimates the future cash flows expected to result from the use of the asset or asset group and its eventual disposition. If the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset or asset group, an impairment loss is recognized in the consolidated statements of operations. Measurement of the impairment loss is based on the excess of the carrying amount of the asset or asset group over the fair value calculated using discounted expected future cash flows. A liability for the fair value of an asset retirement obligation associated with the retirement of tangible long-lived assets and the associated asset retirement costs are recognized in the period in which the liability and costs are incurred if a reasonable estimate of fair value can be made using a discounted cash flow model. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset and subsequently amortized over the asset’s useful life. The liability is accreted over the period of expected cash outflows. The Company does not have any asset retirement obligations as of December 31, 2025 and 2024.(k) LeasesThe Company leases some items of property, plant and equipment, office, cultivation, processing and dispensary space. On the lease commencement date, a lease is classified as a finance lease or an operating lease based on the classification criteria of the lease guidance under U.S. GAAP. As of January 1, 2019, the Company adopted Financial Accounting Standard Board (“FASB”) ASC Topic 842 Leases (“ASC 842”) and applied the lease classification criteria contained therein for any new leases. Upon adoption of ASC 842, the Company recorded right-of-use (“ROU”) assets for all of its leased assets classified as operating leases. The ROU assets were computed as the present value of future minimum lease payments, including additional payments resulting from a change in an index such as a consumer price index or an interest rate, plus any prepaid lease payments minus any lease incentives received. A lease liability was also recorded at the same time. No ROU asset is recorded for leases with a lease term, including any reasonably assured renewal terms, of 12 months or less. Upon adoption of ASC 842, the Company also recorded lease liabilities computed as the present value of future minimum lease payments, including additional payments resulting from a change in an index or an interest rate. Lease liabilities are amortized using the effective interest method. Amortization on the ROU asset is calculated as the difference between the expected straight-line rent expense over the lease term less the accretion on the lease liability. (l) Intangible Assets Intangible assets with a finite life are recorded at cost and are amortized on a straight-line basis over their estimated useful lives. Intangible assets with an indefinite life are not amortized and are assessed annually for impairment, or more frequently if indicators of impairment arise. The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. The Company capitalizes certain internal-use software development costs, consisting primarily of contractor costs and employee salaries and benefits allocated to the software. Capitalization of costs incurred in connection with internally developed software commences when both the preliminary project stage is completed and management has authorized further funding for the project, based on a determination that it is probable the project will be completed and used to perform the function intended. Capitalization of costs ceases no later than the point at which the project is substantially complete and ready for its intended use. All other costs are expensed as incurred. Amortization is calculated on a straight-line basis over three years. Costs incurred for enhancements that are expected to result in additional functionalities are capitalized.Intangible assets mainly comprise of licenses acquired in business combinations. Licenses are amortized over 15 years, which reflects the useful lives of the assets. Trademarks are amortized over 7 to 15 years, and all other intangible assets with a finite life are amortized over 1 to 5 years. The Company reviews the carrying values of its intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group might not be recoverable. Assets are grouped at the lowest level for which identifiable cash flows are largely independent when testing for, and measuring for, impairment. In performing its review for recoverability, the Company estimates the future cash flows expected to result from the use of the asset or asset group and its eventual disposition. If the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset or asset group, an impairment loss is recognized in the consolidated statements of operations. Measurement of the impairment loss is based on the excess of the carrying amount of the asset or asset group over the fair value calculated using discounted expected future cash flows. (m) GoodwillGoodwill represents the excess of the purchase price paid for the acquisition of an entity over the fair value of the net tangible and intangible assets acquired. Goodwill is allocated to a specific reporting unit or allocated between reporting units based on the relative fair value of each reporting unit. Goodwill is not subject to amortization and is tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Impairment is determined for goodwill by assessing if the carrying value of a reporting unit, including the allocated goodwill, exceeds its recoverable amount determined as the greater of the estimated fair value less costs to sell and the value in use. Impairment losses recognized in respect of a reporting unit are first allocated to the carrying value of goodwill and any excess is allocated to the carrying amount of assets in the reporting unit. Any goodwill impairment is recorded in impairment loss within the consolidated statement of operations in the period in which the impairment is identified. Impairment losses on goodwill are not subsequently reversed.As of December 31, 2025, the Company recognized $1.6 million of goodwill from its Cheetah Acquisition (as defined in Note 4 below).(n) Assets Held For Sale The Company classifies assets held for sale in accordance with ASC Topic 360 Property, Plant and Equipment. When the Company makes the decision to sell an asset, the Company assesses if such asset should be classified as an asset held for sale. To classify as an asset held for sale, the asset or disposal group must meet all of the following conditions: i) management, having the authority to approve the action, commits to a plan to sell the asset, ii) the asset is available for immediate sale in its present condition, subject to certain customary terms, iii) an active program to locate a buyer and other actions required to complete the plan to sell the asset have been initiated, iv) the sale of the asset is probable and the transfer of the asset is expected to qualify for recognition as a completed sale, within one year, subject to certain exceptions, v) the asset is being actively marketed for sale at a price that is reasonable in relation to its current value, and vi) actions required to complete the plan indicate that it is unlikely that the plan will be significantly changed or withdrawn. Assets held for sale are measured at the lower of their carrying amount or fair value less cost to sell (“FVLCTS”). FVLCTS is the amount obtainable from the sale of the asset in an arm’s length transaction, less the costs of disposal. Once classified as held for sale, any depreciation and amortization on an asset cease to be recorded. There were no assets or liabilities classified as held for sale as of December 31, 2025 (December 31, 2024— $23.6 million). (o) Income Taxes Income taxes are accounted for under the asset and liability method whereby deferred income tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the accounting and tax bases of assets and liabilities and net operating loss carryforwards. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates or laws is recognized in the consolidated statements of operations in the period in which the change is enacted.The Company assesses realization of deferred income tax assets and, based on all available evidence, concludes whether it is more likely than not that the net deferred income tax assets will be realized. A valuation allowance is provided for the amount of deferred income tax assets not considered to be realizable. The Company has elected to classify interest and penalties related to income tax liabilities, when applicable, as part of the income tax expense within its consolidated statements of operations. The Company is subject to ongoing tax exposures, examinations and assessments in various jurisdictions. Accordingly, the Company may incur additional tax expense based upon the outcomes of such matters. The Company follows the provisions of ASC Topic 740, Accounting for Income Taxes ("ASC Topic 740"). ASC Topic 740 clarifies the accounting for uncertainties in income taxes recognized in a Company’s consolidated financial statements. ASC Topic 740 also prescribes a recognition threshold and measurement attribute for the consolidated financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740 provides guidance on derecognition, classification, interest and penalties, disclosures and transition. As required by the uncertain tax position guidance in ASC Topic 740, the Company recognized the benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant tax authority. (p) Revenue Recognition The Company recognizes revenue under the provision of ASC 606—Revenue from Contracts with Customers. The Company generates revenue primarily from the sale of cannabis, cannabis related products and provision of services. The Company uses the following five-step contract-based analysis of transactions to determine if, when and how much revenue can be recognized: 1.Identify the contract with a customer; 2.Identify the performance obligation(s) in the contract; 3.Determine the transaction price; 4.Allocate the transaction price to the performance obligation(s) in the contract; and 5.Recognize revenue when or as the Company satisfies the performance obligation(s). Revenue from the sale of cannabis is generally recognized when control over the goods has been transferred to the customer. Payment for medical sales is typically due prior to shipment for wholesale orders and at point-of-sale for retail orders. Payment for wholesale transactions is due within a specified time period as permitted by the underlying agreement and the Company’s credit policy upon the transfer of goods to the customer. The Company generally satisfies its performance obligation and transfers control to the customer upon delivery and acceptance by the customer. Revenue is recorded at the estimated amount of consideration to which the Company expects to be entitled. Substantially all of the Company’s sales are single performance obligations arrangements for which the transaction price is equivalent to the stated price of the products net of any stated discounts applicable at point of sale. Revenue is recognized net of sales incentives and returns, after discounts. The Company offers loyalty reward programs to its retail customers across several of its dispensaries. A portion of the revenue generated in a sale must be allocated to the loyalty points earned. The amount allocated to the points earned is deferred until the loyalty points are redeemed or expired at the end of each fiscal year. As of December 31, 2025 and 2024, the loyalty liability totaled $Nil and $1.1 million, respectively, and is included in accrued and other current liabilities on the consolidated balance sheets.(q) Costs and Expenses Applicable to Revenues Costs and expenses applicable to revenues represents costs directly related to processing and distribution of the Company’s products. Primary costs include raw materials, packaging, direct labor, overhead, and shipping and handling. Manufacturing overhead and related expenses include salaries, wages, employee benefits, utilities, maintenance and property taxes. The Company recognizes the costs and expenses applicable to revenues at the time the related revenues are recognized. (r) Foreign Currency Translation The functional and reporting currency of the Company is the U.S. dollar. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the foreign exchange rates prevailing at the end of the period. Non-monetary assets and liabilities measured at historical cost are translated using the exchange rate at the date of the transaction. Realized and unrealized foreign exchange gains and losses are included in the determination of earnings in the period in which they arise. (s) Share-based Compensation The Company has a share-based compensation plan which includes options and restricted stock units (“RSUs”). Share-based awards are measured at the fair value of the awards at the grant date and recognized as expense over the requisite service periods in the Company’s consolidated statements of operations. The fair value of options is determined using the Black-Scholes option pricing model which incorporates all market vesting conditions. The number of options expected to vest is reviewed and adjusted at the end of each reporting period such that the amount recognized for services received as consideration for the share-based awards granted shall be based on the number of awards that eventually vest. Amounts recorded for forfeited or expired unexercised options are accounted for in the year of forfeiture. Upon the exercise of stock options, consideration received on the exercise of share-based awards is recorded as paid-in-capital. The fair value of RSUs is determined using the Company’s closing stock price on the grant date. Share-based compensation expense includes compensation cost for employee awards granted and all modified or cancelled awards. In addition, compensation expense includes the compensation cost, based on the grant-date fair value calculated under FASB ASC Topic 718 Share-based payments (“ASC Topic 718”). Share-based compensation expense is not adjusted for estimated forfeitures, but instead adjusted upon an actual forfeiture of a stock option. The Company utilizes the risk-free rate determined by the market yield on United States Treasury marketable bonds over the contractual term of the instrument being issued. The critical assumptions and estimates used in determining the fair value of share-based compensation include: expected life of options, volatility of the Company’s future share price, risk-free rate, future dividend yields and estimated forfeitures at the initial grant date. Changes in assumptions used to estimate fair value could result in materially different results. The Company’s policy is to issue new common shares from treasury to satisfy stock options which are exercised. The Company recognizes compensation expense for RSUs and options on a straight-line basis over the requisite service period for awards that vest solely based on a service condition. Compensation expense for awards that vest based on both service and performance conditions are recognized over the requisite service period of the award using the graded vesting method. Non-market vesting conditions are included in the assumptions about the number of options that are expected to become exercisable. Any cumulative adjustment prior to vesting is recognized in the current period. No adjustment is made to any expense recognized in prior periods if share options ultimately exercised are different to that estimated on vesting. (t) Contingent Liabilities In accordance with the FASB ASC Topic 450 Contingencies, the Company will make a provision for a liability when it is both probable that a loss has been incurred and the amount of the loss can be reasonably estimated. The Company reviews these provisions in conjunction with any related provisions on assets related to the claims at least quarterly and adjusts these provisions to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel and other pertinent information related to the case. The Company expenses legal costs relating to its lawsuits, claims and proceedings as incurred. (u) Business Combinations In accordance with the FASB ASC Topic 805 Business Combinations (“ASC 805”), the Company allocates the fair value of purchase consideration to the tangible and intangible asset purchased and the liabilities assumed on the basis of their fair values at the date of acquisition. The determination of fair values of assets acquired and liabilities assumed requires estimates and the use of valuation techniques when a market value is not readily available. Any excess of purchase price over the fair value of net tangible and intangible assets acquired is allocated to goodwill. If the Company obtains new information about the facts and circumstances that existed as of the acquisition date during the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed. (v) Change in Accounting EstimateUpon adoption of Accounting Standards Codification ("ASC") Topic 330 “Inventory”, the Company elected to follow an accounting policy related to inventory to be valued at the lower of cost, determined on a weighted average cost basis, and net realizable value.Effective January 1, 2025, the Company began estimating the value of its inventory under standard costing which approximates weighted average cost. It is noted that inventory will continue to be carried at the lesser of cost and net realizable value and that both approaches continue to use full absorption costing to allocate all direct and indirect overhead into the valuation inventory. However, using predetermined standard costs offers consistency and accuracy in inventory valuation and offers better analysis of variances between standard and actual costs. The predetermined costs are reviewed and updated on a periodic basis to determine whether variances reflect part of the normal cost of production, and should therefore be reflected as inventory value, or whether they are a period cost and should thus not be included in inventory.The Company accounted for this change as a change in accounting estimate and, accordingly, applied it on a prospective basis. This change in estimate did not have any material impact on the Company’s consolidated statements of operations for the year ended December 31, 2025. The Company expects this change in accounting estimate to remain immaterial in future periods. Note 3 – New Accounting Standards and Accounting Changes Adoption of New Accounting Policies In November 2023, the FASB issued ASU 2023-07 Segment Reporting (Topic 280). All public entities will be required to report segment information in accordance with the new guidance starting in annual periods beginning after December 15, 2023. The amendments improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The Company adopted the new standard in the fourth quarter of 2024. The adoption did not have any material impact on the Company's consolidated financial statements.In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740). For public business entities, the amendments are effective for annual periods beginning after December 15, 2024. The amendments address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This amendment also looks to improve the effectiveness of income tax disclosures. The Company adopted the new standard and noted that it did not have any material impact on the Company's consolidated financial statements.In March 2024, the FASB issued ASU 2024-02, Codification Improvements. Public entities must adopt the amendments for annual periods beginning after December 15, 2024. The standard removes outdated glossary references, streamlining Codification content. The Company adopted the new standard in the fourth quarter of 2025. The adoption did not have any material impact on the Company's consolidated financial statements.Recently Issued FASB Accounting Standard Updates In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income (Topic 220). Public entities must comply with the amendments for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The update enhances disclosure requirements by requiring detailed breakdowns of material expense categories. The Company is determining the effects of adoption on its financial reporting practices.In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient for estimating expected credit losses on current trade receivables and contract assets under ASC 606. The amendments are effective for annual reporting periods beginning after December 15, 2025, and the Company is evaluating the impact of adoption.In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to Accounting for Internal-Use Software, which replaces the existing three-stage model with a single “probable-to-complete” capitalization threshold and incorporates website development into the same guidance. The amendments are effective for annual reporting periods beginning after December 15, 2027, and the Company is evaluating the impact of adoption.In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. Public entities must adopt the amendments for annual reporting periods beginning after December 15, 2027, and interim periods within those annual periods. The update clarifies interim disclosure requirements and introduces a principle to disclose material events and transactions that have occurred since the end of the prior fiscal year. The Company is evaluating the impact of these improvements on its future interim financial reporting disclosures.In January 2026, the FASB issued ASU 2025-12, Codification Improvements. The amendments are effective for annual reporting periods beginning after December 15, 2026. The standard addresses technical corrections and clarifications across various topics, including the calculation of diluted earnings per share when an entity reports a loss from continuing operations. The Company is in the process of determining the effects adoption of this amendment, but expects no significant impact on its consolidated financial statements.Note 4 – Acquisitions Cheetah Acquisition On December 30, 2024, the Company entered into an Asset Purchase Agreement (the "Cheetah Purchase Agreement") with Cheetah Enterprises, Inc. (the "Cheetah Seller"), pursuant to which, the Company acquired substantially all the assets related to the Cheetah Seller's wholesale business, including the manufacture, marketing, and sale of cannabis distillate vaporize products in the states of Illinois and Pennsylvania under the "Cheetah" brand (the "Brand"), but excluding certain excluded assets (the "Cheetah Purchased Assets") together with certain assumed liabilities related to the Cheetah Purchased Assets. The purchase price (the "Purchase Price") for the Cheetah Purchased Assets is approximately $3.5 million, and includes (i) common shares at an aggregate deemed value of approximately $1.5 million, which the Company recorded at a fair value on acquisition of $1.2 million, to be issued in three (3) tranches; (ii) upon the completion of certain performance benchmarks (if the Brand does not meet the performance benchmark by the payment date, such payment date will be delayed until the later of (x) thirty (30) days or (y) until such time the Brand achieves the applicable performance benchmark; provided, the full cash consideration shall not be delayed more than twenty-four (24) months after closing); and (iii) additional consideration based on EBITDA generated by the Brand (the "Earn-Out") over the next three years which is payable annually in cash, with the final payment due on or before April 1, 2028.The Company has determined that the acquisition of the Cheetah Purchased Assets (the "Cheetah Acquisition") is a business combination under ASC 805 whereby the total consideration is recorded by allocating the purchase consideration to the net assets and liabilities acquired based on their estimated fair values at the acquisition date. At the date of acquisition, management allocated the initial purchase price based on the estimated fair value of the identifiable assets and liabilities assumed on the acquisition date. The purchase price allocation was subsequently finalized as shown in the table below: Consideration: Cash consideration - paid $ 2,000 Common stock - issued 1,167 Additional earn-out consideration 3,127 Fair value of consideration $ 6,294 Estimated fair values of net assets acquired and liabilities assumed: Cash $ 45 Receivables and prepaid assets 340 Inventory 6 Operating lease right-of-use assets, net 42 Accounts payable (301 ) Accrued and other current liabilities (86 ) Intangible assets 4,690 Net assets acquired $ 4,736 Goodwill $ 1,558 The following table summarizes the final adjustments made to the provisional purchase price allocation: Preliminary allocation at acquisition Adjustments As adjusted Cash consideration - paid $ 675 $ 1,325 $ 2,000 Cash consideration - accrued 1,325 (1,325 ) — Common stock - issued — 1,167 1,167 Common stock - issuable 1,167 (1,167 ) — Inventory 106 (100 ) 6 Intangible assets — 4,690 4,690 Goodwill 6,148 (4,590 ) 1,558 The intangible assets recognized from the acquisition relate to trade names and other intellectual property and recipes used under the Cheetah brand. The goodwill recognized from the acquisition is attributable to the assembled workforce and synergies expected from integrating Cheetah into the Company’s existing business. The goodwill acquired is not deductible for tax purposes.Total purchase consideration transferred at closing also included additional Earn-Out that had a fair value of $3.1 million as of the acquisition date. The acquisition date fair value of the Earn-Out was determined based on the Company’s assessment of the probability of achieving the performance targets that ultimately obligate the Company to transfer additional consideration to the seller. The Earn-Out is comprised of certain EBITDA targets to be achieved by the Brand and is paid annually in cash, commencing April 1, 2026 for the preceding fiscal year. Subsequent remeasurement of the Earn-Out will be remeasured at the end of each reporting period with any gains or losses recognized in interest and other income and expenses within the consolidated statement of operations. Refer to Note 12 for further discussion on contingent consideration. Total acquisition-related costs incurred during the year ended December 31, 2025, were $Nil (December 31, 2024 - less than $0.1 million), which were recorded within selling, general and administrative expenses on the consolidated statement of operations.Pro forma financial information is not disclosed as the results are not material to the Company’s consolidated financial statements.Note 5 – Leases The Company mainly leases office space and cannabis cultivation, processing and retail dispensary space. Leases with an initial term of less than 12 months are not recorded on the consolidated balance sheets. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. Most leases include one or more options to renew, with renewal terms that can extend the lease term from one to five years or more. The Company has determined that it was reasonably certain that the renewal options on the majority of its cannabis cultivation, processing and retail dispensary space would be exercised based on previous history and knowledge, current understanding of future business needs and the level of investment in leasehold improvements, among other considerations. The incremental borrowing rate used in the calculation of the lease liability is based on the rate available to the parent company. The depreciable life of assets and leasehold improvements are limited by the expected lease term. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Certain subsidiaries of the Company rent or sublease certain office space to/from other subsidiaries of the Company. These intercompany subleases are eliminated on consolidation and have lease terms ranging from less than 1 year to 15 years. The components of lease expense are as follows: Year Ended December 31, 2025 2024 Operating lease costs(1) Selling, general and administrative expenses $ 6,876 $ 6,863 Costs and expenses applicable to revenues 688 1,405 Total lease cost $ 7,564 $ 8,268 (1)Includes short-term leases and variable lease costs for the years ended December 31, 2025 and 2024. The Company entered into multiple sublease agreements pursuant to which it serves as lessor to the sublessees. For the year ended December 31, 2025, the Company recorded sublease income of $0.9 million (December 31, 2024—$1.0 million), which is included in the interest and other income line on the consolidated statements of operations.Operating cash flows from operating leases for the year ended December 31, 2025 was $7.0 million (December 31, 2024 - $7.5 million).Supplemental balance sheet information related to leases is as follows: Balance Sheet Information Classification December 31, 2025 December 31, 2024 Operating lease right-of-use assets, net Operating leases $ 29,436 $ 24,012 Lease liabilities Current portion of operating lease liabilities Operating leases $ 7,195 $ 6,534 Long-term portion of operating lease liabilities Operating leases 26,778 21,599 Total $ 33,973 $ 28,133 Maturities of lease liabilities for operating leases as of December 31, 2025, were as follows: Operating Leases 2026 $ 7,195 2027 6,849 2028 6,883 2029 6,668 2030 5,987 Thereafter 45,951 Total lease payments $ 79,533 Less: interest expense (45,560 ) Present value of lease liabilities $ 33,973 Weighted-average remaining lease term (years) 11.4 Weighted-average discount rate 18 % Note 6 – Inventories, net Inventories is comprised of the following items: December 31, 2025 December 31, 2024 Supplies $ 6,249 $ 4,134 Raw materials 3,419 3,815 Work in process 5,515 5,194 Finished goods 7,198 9,570 Inventory reserve (129 ) (247 ) Total $ 22,252 $ 22,466 Inventories are written down for any obsolescence or when the net realizable value considering future events and conditions is less than the carrying value. For the year ended December 31, 2025, the Company recorded $Nil (December 31, 2024 – $0.4 million), related to spoiled inventory in costs and expenses applicable to revenues on the consolidated statements of operations. The Company had implemented a change in accounting estimate with respect to the valuation of inventory. Refer to Note 2(v) for further details. Note 7 – Property, Plant and Equipment As of December 31, 2025 Cost Accumulated Depreciation Net Book Value Buildings $ 79,957 $ 14,700 $ 65,257 Leasehold improvements 50,142 28,898 21,244 Production equipment 6,176 1,709 4,467 Processing equipment 5,953 2,072 3,881 Sales equipment 1,155 822 333 Office equipment 7,741 5,816 1,925 Land 2,716 — 2,716 Construction in progress 4,909 — 4,909 Total $ 158,749 $ 54,017 $ 104,732 As of December 31, 2024 Cost Accumulated Depreciation Net Book Value Buildings $ 71,870 $ 11,970 $ 59,900 Leasehold improvements 41,439 26,057 15,382 Production equipment 2,403 1,324 1,079 Processing equipment 2,801 1,559 1,242 Sales equipment 896 784 112 Office equipment 6,551 5,352 1,199 Land 2,716 — 2,716 Construction in progress 5,858 — 5,858 Total $ 134,534 $ 47,046 $ 87,488 For the year ended December 31, 2025, the Company recorded depreciation expense on property, plant, and equipment of $7.0 million (December 31, 2024— $8.8 million). During the year ended December 31, 2025, the Company disposed $1.4 million of property, net (December 31, 2024—$0.2 million), primarily related to the sale of facility equipment, with total consideration of approximately $0.6 million, resulting in a loss of $0.8 million, which is included within "write-downs, recoveries, and other charges, net" on the consolidated statements of operations.Capital expenditure additions during the year ended December 31, 2025 amounted to $25.7 million (December 31, 2024—$5.5 million) to fund various cultivation, processing and dispensary projects, of which $1.9 million (December 31, 2024 - $0.5 million) is currently unpaid and outstanding.Note 8 – Intangible Assets and Goodwill As of December 31, 2025 Cost Accumulated Amortization Net Book Value Licenses $ 114,418 $ 52,184 $ 62,234 Trademarks 15,801 11,643 4,158 Other 3,862 2,778 1,084 $ 134,081 $ 66,605 $ 67,476 As of December 31, 2024 Cost Accumulated Amortization Net Book Value Licenses $ 114,418 $ 44,550 $ 69,868 Trademarks 11,111 9,451 1,660 Other 3,726 2,392 1,334 $ 129,255 $ 56,393 $ 72,862 During the year ended December 31, 2025, the Company recorded $4.8 million in intangible asset additions (December 31, 2024—$0.2 million), which is primarily attributable to the Cheetah acquisition and other internal-use software. The weighted average remaining amortization period for these additions is 12 years as of December 31, 2025. Amortization expense for the years ended December 31, 2025 and 2024 was $10.2 million and $13.9 million, respectively.The estimated amortization expense for each of the years ended December 31, as follows: 2026 $ 8,697 2027 8,625 2028 8,599 2029 8,238 2030 8,238 Thereafter 25,081 The following table summarizes the balances of goodwill as of December 31, 2025 and 2024: As of December 31, 2025 2024 Balance, beginning of year $ 6,148 $ — Acquisition of Cheetah — 6,148 Reclassification - Cheetah intangible assets (4,590 ) — Impairment loss — — Total $ 1,558 $ 6,148 Note 9 - Long-Term Debt The following table summarizes long term debt outstanding as of December 31, 2025 and 2024: Secured Notes June Secured Debentures Additional Secured Debentures June Unsecured Debentures Other Total As of January 1, 2025 $ 14,968 $ 114,298 $ 30,615 $ 21,750 $ 696 $ 182,327 Paid-in-kind interest — 10,213 2,560 2,048 — 14,821 Accretion of balance 746 3,086 — 1,057 — 4,889 Debt extinguishment — — — — (686 ) (686 ) Debt repayment (7,355 ) — — — (10 ) (7,365 ) As of December 31, 2025 $ 8,359 $ 127,597 $ 33,175 $ 24,855 $ — $ 193,986 Secured Notes June Secured Debentures Additional Secured Debentures June Unsecured Debentures Other Total As of January 1, 2024 $ 15,565 $ 101,856 $ 28,247 $ 18,856 $ 752 $ 165,276 Carrying value of financial liabilities issued 14,345 — — — — 14,345 Paid-in-kind interest 239 9,449 2,368 1,895 — 13,951 Accretion of balance 632 2,993 — 999 — 4,624 Debt extinguishment (15,813 ) — — — — (15,813 ) Deconsolidation — — — — — — Debt repayment — — — — (56 ) (56 ) As of December 31, 2024 $ 14,968 $ 114,298 $ 30,615 $ 21,750 $ 696 $ 182,327 As of December 31, 2025, the total and unamortized debt discount costs were $21.9 million and $6.5 million, respectively (December 31, 2024— $21.9 million and $11.4 million, respectively).As of December 31, 2025, total interest paid on long-term debt was $1.5 million (December 31, 2024 - $1.5 million).(a) iAnthus New Jersey, LLC Senior Secured Bridge Notes On February 2, 2021, iAnthus New Jersey, LLC ("INJ") issued an aggregate of $11.0 million of senior secured bridge notes ("Senior Secured Bridge Notes") which initially matured on the earlier of (i) February 2, 2023, (ii) the date on which the Company closes a Qualified Financing (as defined below) and (iii) such earlier date that the principal amount may become due and payable pursuant to the terms of such notes. The Senior Secured Bridge Notes initially accrued interest at a rate of 14.0% per annum, decreasing to 8.0% upon the closing of the Recapitalization Transaction (increasing to 25.0% per annum in the event of default). “Qualified Financing” means a transaction or series of related transactions resulting in net proceeds to the ICH of not less than $10 million from the subscription of the ICH's securities, including, but not limited to, a private placement or rights offering.On February 2, 2023, ICH and INJ entered into an amendment (the “Amendment”) to the Senior Secured Bridge Notes with all of the holders of the Senior Secured Bridge Notes. Pursuant to the Amendment, the maturity date of the Senior Secured Bridge Notes was extended until February 2, 2024, the interest on the principal amount outstanding was increased to a rate of 12.0% per annum, and an amendment fee equal to 10.0% of the principal amount outstanding of the Senior Secured Bridge Notes as of February 2, 2023 or $1.4 million in the aggregate, was added to such notes such that it will become due and payable on the extended maturity date.On February 2, 2024, in order to facilitate the 2024 NJ Amendment (as defined below), the parties agreed to a short-term extension of the maturity date from February 2, 2024 to February 16, 2024. On February 16, 2024, ICH and INJ entered into another amendment (the"2024 NJ Amendment") to the Senior Secured Bridge Notes. Pursuant to the 2024 NJ Amendment, the maturity date of the Senior Secured Bridge Notes was extended from February 16, 2024 to February 16, 2026 and the interest rate of the Senior Secured Bridge Notes remained at 12% per annum, but the interest accruing after February 16, 2024 will be payable in quarterly cash payments (the first interest payment being on May 16, 2024). In addition, the 2024 NJ Amendment provides for an amendment fee equal to 10% of the principal amount of the Senior Secured Bridge Notes as of the date of the 2024 NJ Amendment, or $1.6 million in the aggregate, which is satisfied through the issuance of ICH's common shares at a price per share equal to the volume-weighted average trading price of ICH's common shares on the CSE for the twenty (20) consecutive trading days immediately prior to the date of the 2024 NJ Amendment. Lastly, ICH and INJ agreed to utilize twenty-five percent (25%) of Non-Operational Receipts in excess of $5.0 million to make payments towards the principal amount outstanding under the Senior Secured Bridge Notes, without penalty. For purposes of the 2024 NJ Amendment, "Non-Operational Cash Receipts" means cash ICH received which is not derived from the sale of cannabis products in the ordinary course of business of ICH, whether through retail, wholesale or otherwise. As of December 31, 2025, a total amount of $7.4 million (December 31, 2024 - $Nil) has been paid from Non-Operational Receipts.In accordance with debt extinguishment accounting guidance outlined in ASC 470 "Debt", the terms of the Senior Secured Bridge Notes were materially modified pursuant to both the Amendment and 2024 NJ Amendment and as such, for the year ended December 31, 2025, the Company recorded a loss on debt extinguishment of $Nil, (December 31, 2024 - $0.1 million), on the consolidated statements of operations.The amended host debt, classified as a liability using the guidance of ASC 470, was recognized at the carrying value of $14.3 million.For the year ended December 31, 2025, interest expense of $1.4 million (December 31, 2024—$1.9 million), and accretion expense of $0.7 million (December 31, 2024—$0.6 million), were recorded on the consolidated statements of operations.The Senior Secured Bridge Notes are secured by a security interest in certain assets of INJ. ICH provided a guarantee in respect of all of the obligations of INJ under the Senior Secured Bridge Notes, and the Company is in compliance with the terms of the Senior Secured Bridge Notes as of December 31, 2025. The Senior Secured Bridge Notes are classified as long-term debt, net of issuance costs on the consolidated balance sheets, pursuant to the 2026 Bridge Notes Amendment (as defined in Note 18).Certain of the Secured Lenders, including Gotham Green Fund II, L.P., Gotham Green Fund II (Q), L.P., Oasis Investments II Master Fund LTD., Senvest Global (KY), LP, Senvest Master Fund, LP and Hadron Healthcare and Consumer Special Opportunities Master Fund, held greater than 5.0% of the outstanding common shares of the Company upon closing of the Recapitalization Transaction. As principal owners of the Company, these lenders are considered to be related parties.(b) June Secured Debentures On June 24, 2022 in connection with the closing of the Recapitalization Transaction, the Company entered into the Secured Debenture Purchase Agreement (the "Secured DPA"), between ICM, the other Credit Parties (as defined in the Secured DPA), the Collateral Agent, and the lenders party thereto (the “New Secured Lenders”) pursuant to which ICM issued the June Secured Debentures in the aggregate principal amount of $99.7 million which accrue interest at the rate of 8.0% per annum increasing to 11.0% per annum upon the occurrence of an Event of Default (as defined in the Secured DPA), with a maturity date of June 24, 2027. The June Secured Debentures may be prepaid on a pro rata basis from and after the third anniversary of the Closing Date of the Recapitalization Transaction upon prior written notice to the New Secured Lenders without premium or penalty.The host debt, classified as a liability using the guidance of ASC 470, was recognized at the carrying value of $84.5 million.Interest is to be paid in kind by adding the interest accrued on the principal amount on the last day of each fiscal quarter (the first such interest payment date being June 30, 2022) and such amount thereafter becoming part of the principal amount, which will accrue additional interest. Interest paid in kind will be payable on the date when all of the principal amount is due and payable. For the year ended December 31, 2025, interest expense and accretion expense of $10.2 million and $3.1 million, respectively, were recorded on the consolidated statements of operations (December 31, 2024—$9.4 million and $3.0 million, respectively). The terms of the Secured DPA impose certain restrictions on the Company’s operating and financing activities, including certain restrictions on the Company’s ability to: incur certain additional indebtedness; grant liens; make certain dividends and other payment restrictions affecting the Company’s subsidiaries; issue shares or convertible securities; and sell certain assets. The June Secured Debentures are secured by all current and future assets of the Company and ICM. The terms of the Secured DPAs do not have any financial covenants or market value test and ICM is in compliance with the terms of the June Secured Debentures as of December 31, 2025. The June Secured Debentures are classified as long-term debt, net of issuance costs on the consolidated balance sheets. Certain of the New Secured Lenders that hold the June Secured Debentures, including Gotham Green Fund 1, L.P., Gotham Green Fund 1 (Q), L.P., Gotham Green Fund II, L.P., Gotham Green Fund II (Q), Gotham Green Credit Partners SPV 1, L.P., Gotham Green Partners SPV V, L.P., L.P., and Parallax Master Fund, LP, held greater than 5.0% of the outstanding common shares of the Company upon the closing of the Recapitalization Transaction. As principal owners of the Company, certain of the New Secured Lenders are considered to be related parties.(c) June Unsecured Debentures On June 24, 2022 in connection with the closing of the Recapitalization Transaction, the Company entered into the Unsecured Debenture Purchase Agreement (the "Unsecured DPA"), pursuant to which ICM issued June Unsecured Debentures in the aggregate principal amount of $20.0 million which accrue interest at the rate of 8.0% per annum increasing to 11.0% per annum upon the occurrence of an Event of Default (as defined in the Unsecured DPA), with a maturity date of June 24, 2027. The June Unsecured Debentures may be prepaid on a pro rata basis from and after the third anniversary of the Closing Date of the Recapitalization Transaction upon prior written notice to the Unsecured Lender without premium or penalty.The host debt, classified as a liability using the guidance of ASC 470, was recognized at the carrying value of $14.9 million. Interest is to be paid in kind by adding the interest accrued on the principal amount on the last day of each fiscal quarter (the first such interest payment date being June 30, 2022) and such amount thereafter becoming part of the principal amount, which will accrue additional interest. Interest paid in kind will be payable on the date when all of the principal amount is due and payable.For the year ended December 31, 2025, interest expense and accretion expense of $2.0 million and $1.1 million, respectively, were recorded on the consolidated statements of operations (December 31, 2024—$1.9 million and $1.0 million, respectively). The terms of the Unsecured DPA impose certain restrictions on the Company’s operating and financing activities, including certain restrictions on the Company’s ability to: incur certain additional indebtedness; grant liens; make certain dividends and other payment restrictions affecting the Company’s subsidiaries; issue shares or convertible securities; and sell certain assets. The terms of the Unsecured DPA do not have any financial covenants or market value test, and ICM is in compliance with the terms of the June Unsecured Debentures as of December 31, 2025. The June Unsecured Debentures are classified as long-term debt, net of issuance costs on the consolidated balance sheets. Certain of the Secured Lenders and Consenting Unsecured Lenders, including Gotham Green Fund 1, L.P., Gotham Green Fund 1 (Q), L.P., Gotham Green Fund II, L.P., Gotham Green Fund II (Q), L.P., Gotham Green Credit Partners SPV 1, L.P., Gotham Green Partners SPV V, L.P., Oasis Investments II Master Fund LTD., Senvest Global (KY), LP, Senvest Master Fund, LP, Parallax Master Fund, L.P. and Hadron Healthcare and Consumer Special Opportunities Master Fund, held greater than 5.0% of the outstanding common shares of the Company upon the closing of the Recapitalization Transaction. As principal owners of the Company, certain of the Consenting Unsecured Lenders are considered to be related parties.(d) Additional Secured Debentures Pursuant to the terms of the Secured DPA, ICM issued an additional $25.0 million of June Secured Debentures (the "Additional Secured Debentures") on June 24, 2022 which accrue interest at the rate of 8.0% per annum increasing to 11.0% per annum upon the occurrence of an Event of Default (as defined in the Secured DPA), with a maturity date of June 24, 2027.The host debt, classified as a liability using the guidance of ASC 470, was recognized at the carrying value of $25.0 million. Interest is to be paid in kind by adding the interest accrued on the principal amount on the last day of each fiscal quarter (the first such interest payment date being June 30, 2022) and such amount thereafter becoming part of the principal amount, which will accrue additional interest. Interest paid in kind will be payable on the date when all of the principal amount is due and payable. For the year ended December 31, 2025, interest expense of $2.6 million, was recorded on the consolidated statements of operations (December 31, 2024 - $2.4 million). The terms of the Secured DPA impose certain restrictions on the Company’s operating and financing activities, including certain restrictions on the Company’s ability to: incur certain additional indebtedness; grant liens; make certain dividends and other payment restrictions affecting the Company’s subsidiaries; issue shares or convertible securities; and sell certain assets. The Additional Secured Debentures are secured by all current and future assets of the Company and ICM. The terms of the Secured DPAs do not have any financial covenants or market value test, and ICM is in compliance with the terms of the Additional Secured Debentures as of December 31, 2025. The Additional Secured Debentures are classified as long-term debt, net of issuance costs on the consolidated balance sheets. Certain of the Secured Lenders and Consenting Unsecured Lenders, including Gotham Green Fund 1, L.P., Gotham Green Fund 1 (Q), L.P., Gotham Green Fund II, L.P., Gotham Green Fund II (Q), L.P., Gotham Green Credit Partners SPV 1, L.P., Gotham Green Partners SPV V, L.P., Oasis Investments II Master Fund LTD., Senvest Global (KY), LP, Senvest Master Fund, LP, Parallax Master Fund, L.P. and Hadron Healthcare and Consumer Special Opportunities Master Fund, held greater than 5.0% of the outstanding common shares of the Company upon the closing of the Recapitalization Transaction. As principal owners of the Company, certain of the Consenting Unsecured Lenders are considered to be related parties.Note 10 - Share Capital (a) Share Capital Authorized: Unlimited common shares. The shares have no par value. The Company’s common shares are voting and dividend-paying. The following is a summary of the common share issuances for the year ended December 31, 2025: •On January 9, 2025, the Company issued common shares totaling 41,667 with respect to the Cheetah Acquisition (Refer to Note 4).•On January 14, 2025, the Company issued 26,661 common shares for vested restricted stock units (“RSUs”). The Company withheld 1,029 common shares to satisfy employees’ tax obligations of less than $0.1 million.•On April 1, 2025, the Company issued 213 common shares for vested RSUs. The Company withheld 67 common shares to satisfy employees’ tax obligations of less than $0.1 million. •On April 23, 2025, the Company withheld 9,910 common shares for RSUs to satisfy employees' tax obligations of $0.1 million. •On July 8, 2025, the Company issued 4,733 common shares for vested RSUs. The Company withheld 2,229 common shares to satisfy employees’ tax obligations of less than $0.1 million.•On August 15, 2025, the Company issued common shares totaling 41,666 with respect to the Cheetah Acquisition (Refer to Note 4).•On September 30, 2025, the Company issued 67,478 common shares for vested RSUs. The Company withheld 30,117 common shares to satisfy employees’ tax obligations of $0.2 million.•On November 14, 2025, the Company issued common shares totaling 41,667 with respect to the Cheetah Acquisition (Refer to Note 4). The following is a summary of the common share issuances for the year ended December 31, 2024. •On January 2, 2024, the Company issued common shares totaling 20,000 for the Hi-Med Settlement Agreement (Refer to Note 14).•On January 5, 2024, the Company issued 23,461 common shares for vested RSUs. The Company withheld 2,300 common shares to satisfy employees’ tax obligations of less than $0.1 million.•On February 2, 2024, the Company issued common shares totaling 2,000 for vested RSUs.•On February 27, 2024, the Company issued 61,314 common shares to the holders of the Senior Secured Bridge Notes to satisfy the amendment fee pertaining to the 2024 NJ Amendment.•On April 24, 2024, the Company issued common shares totaling 486 for vested RSUs. The Company withheld 162 common shares to satisfy employees’ tax obligations of less than $0.1 million.•On July 2, 2024, the Company issued common shares totaling 17,977 for vested RSUs. The Company withheld 6,423 common shares to satisfy employees’ tax obligations of less than $0.1 million.•On October 8, 2024, the Company issued common shares totaling 66,345 for vested RSUs. The Company withheld 19,830 common shares to satisfy employees’ tax obligations of $0.1 million.•On December 13, 2024, the Company issued common shares totaling 5,000 for the Ninth Square Settlement Agreement (Refer to Note 14).(b) Potentially Dilutive Securities The following table summarizes potentially dilutive securities, and the resulting common share equivalents outstanding as of December 31, 2025 and 2024: December 31, 2025 December 31, 2024 Common share options 7,877 7,877 Restricted stock units 381,258 325,539 Total 389,135 333,416 (c) Equity Incentive Plans On December 31, 2021, the Board approved the Company’s Amended and Restated Omnibus Incentive Plan (the “Omnibus Incentive Plan”) dated October 15, 2018, whereas, the Company may award stock options or RSUs (the "Awards") to board members, officers, employees or consultants of the Company. The Omnibus Incentive Plan authorizes the issuance of up to 20% of the number of outstanding shares of common stock of the Company.Awards generally vest over a three-year period and the estimated fair value of the Awards at issuance is recognized as compensation expense over the related vesting period.Stock Options The Company's stock options are currently held by two former officers of the Company which have fully vested on July 10, 2023. Share-based compensation expense related to stock options for the year ended December 31, 2025 was $Nil (December 31, 2024 — $Nil), and is presented in selling, general and administrative expenses on the consolidated statements of operations. The following table summarizes certain information in respect of option activity during the period: Year Ended December 31, 2025 Year Ended December 31, 2024 Units Weighted AverageExercise Price Weighted Average Contractual Life Units Weighted AverageExercise Price Weighted Average Contractual Life Options outstanding, beginning 7,877 $ 0.05 5.53 7,877 $ 0.05 6.78 Granted — — — — — — Cancellations — — — — — — Forfeitures — — — — — — Expirations — — — — — — Options outstanding, ending (1) 7,877 $ 0.05 4.53 7,877 $ 0.05 5.53 (1)As of December 31, 2025, 7,877 of the stock options outstanding were exercisable (December 31, 2024—7,877). The Company used the Black-Scholes option pricing model to estimate the fair value of the options at the grant date using the following ranges of assumptions: The expected volatility was estimated by using the historical volatility of the Company. The expected life in years represents the period of time that options granted are expected to be outstanding. In accordance with Staff Accounting Bulletin (“SAB”) Topic 14, the Company uses the simplified method for estimating the expected term. The Company believes the use of the simplified method is appropriate due to the employee stock options qualifying as “plain-vanilla” options under the criteria established by SAB Topic 14. The risk-free rate was based on the United States bond yield rate at the time of grant of the award. Expected annual rate of dividends is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. There was no stock option activity for the years ended December 31, 2025 and 2024.Restricted Stock Units On December 31, 2021, the Board approved a long-term incentive program, pursuant to which, on July 26, 2022, the Company issued certain employees of the Company and its subsidiaries, RSUs, under the Company’s Omnibus Incentive Plan. RSUs represent a right to receive a single common share that is both non-transferable and forfeitable until certain conditions are satisfied. On December 31, 2021 and June 23, 2022, the Board approved the allocation of 363,921 and 26,881 RSUs, respectively, to Board members, directors, officers, and key employees of the Company. The RSUs granted by the Company vest upon the satisfaction of both a service-based condition of three years and a liquidity condition, the latter of which was not satisfied until the closing of the Recapitalization Transaction. As the liquidity condition was not satisfied until the closing of the Recapitalization Transaction, in prior periods, the Company had not recorded any expense related to the grant of RSUs. Share-based compensation expense in relation to the RSUs is recognized using the graded vesting method, in which compensation costs for each vesting tranche is recognized ratably from the service inception date to the vesting date for that tranche. The fair value of the RSUs is determined using the Company’s closing stock price on the grant date. Certain RSU recipients were also holders of the Original Awards, which were cancelled upon closing the Recapitalization Transaction. The RSUs granted to these employees have been treated as replacement awards (the “Replacement RSUs”) and are accounted for as a modification to the Original Awards. As the fair value of the Original Awards was $Nil on the modification dates, the incremental compensation cost recognized is equal to the fair value of the Replacement RSUs on the modification date, which shall be recognized over the remaining requisite service period. Periodically, the Board awards RSUs to its members and officers. On November 26, 2024, the Board awarded 144,500 RSUs to four Board members. The RSUs shall vest over a period of one year. The fair value of RSUs is determined on the grant date and is amortized over the vesting period on a straight-line basis.On April 25, 2025, the Board awarded 5,672 RSUs to four officers. The RSUs shall vest over a period of one year. The fair value of RSUs is determined on the grant date and is amortized over the vesting period on a straight-line basis.The most recent issuances were on September 29, 2025, where 250 RSUs were issued to an employee and on December 1, 2025, where 149,332 RSUs were issued to six officers. The RSUs vest over a period of one to three years. The fair value of RSUs is determined on the grant date and is amortized over the vesting period on a straight-line basis.During the year ended December 31, 2025, the Company recognized $1.8 million of share-based compensation expense associated with the RSUs (December 31, 2024 — $2.1 million). Share-based compensation expense is presented in selling, general and administrative expenses on the consolidated statements of operations. As of December 31, 2025, there was approximately $1.7 million of total unrecognized compensation cost related to unvested RSUs which is expected to be recognized over a weighted-average service period of one year.The following table summarizes certain information in respect of RSU activity during the period: Year Ended December 31, 2025 Year Ended December 31, 2024 Units WeightedAverageGrant Price Units WeightedAverageGrant Price Unvested balance, beginning 298,877 $ 0.01 315,668 $ 0.02 Granted 155,254 0.00 144,500 0.01 Vested (186,757 ) 0.01 (126,957 ) 0.02 Forfeited (450 ) 0.01 (34,334 ) 0.02 Unvested balance, ending 266,924 $ 0.01 298,877 $ 0.01 Note 11 - Segment Information Management, including the Company’s Chief Executive Officer, who is considered the Company’s Chief Operating Decision Maker (“CODM”) (as defined in the FASB ASC Topic 280 Segment Reporting), assesses segment performance based on segment revenues, gross margins, and net income/(loss). For instance, the CODM uses both segment gross profit and segment profit/loss from operations to allocate resources (including labor or capital resources) to each of the geographical locations (entities) in the forecasts. An analysis of the gross profit from the regions enables decisions regarding marketing activities, additional investments or scale back of expansion plans, as well as implementation of cost management strategies. The Company divides its reportable operating segments primarily by geographic region. The Company has two reportable operating segments: Eastern Region and Western Region. The Eastern Region includes the Company’s operations in Florida, Maryland, Massachusetts, New York, New Jersey, Illinois, and Pennsylvania. The Western Region includes the Company’s operations in Arizona and results from the Nevada business through June 24, 2024 when it was sold and subsequently deconsolidated. The two geographic regions are looked at separately by the CODM and Company’s management as the operations within those regions are in different stages of development. The operations comprising the Western Region are more established than those in the Eastern Region. Most of the Company’s financial and operational growth is being driven by the Eastern Region. Both the Eastern Region and the Western Region segments generate revenues from the sale of cannabis products through retail dispensaries as well as wholesale supply agreements. The “Other” category in the disclosure below comprises items not separately identifiable to the two reportable operating segments and are not part of the measures used by the Company when assessing the reportable operating segments’ results. It also includes items related to operating segments of the Company that did not meet the quantitative thresholds under ASC 280-10-50-12 to be considered reportable operating segments, nor did they meet the aggregation criteria under ASC 280-10-50-11 to qualify for aggregation with one of the two reportable operating segments of the Company. All inter-segment profits are eliminated upon consolidation. Reportable Segments Year Ended December 31, 2025 2024 Revenues, net of discounts Eastern Region(1) $ 133,605 $ 128,553 Western Region(2) 10,381 39,014 Total $ 143,986 $ 167,567 Gross profit Eastern Region $ 61,025 $ 60,219 Western Region 4,672 14,895 Total $ 65,697 $ 75,114 Operating expenses: Selling, general and administrative expenses Eastern Region $ 39,531 $ 34,555 Western Region 3,474 8,360 Other 17,881 19,267 Total $ 60,886 $ 62,182 Depreciation and amortization Eastern Region $ 13,995 $ 15,186 Western Region 2,161 7,033 Other 1,059 462 Total $ 17,215 $ 22,681 Write-downs, (recoveries) and other charges, net Eastern Region $ 2,814 $ (1,985 ) Western Region — 429 Other 199 320 Total $ 3,013 $ (1,236 ) Income (loss) from operations Eastern Region $ 4,684 $ 12,463 Western Region (963 ) (927 ) Other (19,139 ) (20,049 ) Total $ (15,418 ) $ (8,513 ) Other income (expenses), net Eastern Region $ 3,823 $ (868 ) Western Region 27,994 (3,307 ) Other (39,565 ) (12,626 ) Total $ (7,748 ) $ (16,801 ) Income tax (benefit) expense Eastern Region $ 9,309 $ 10,440 Western Region 2,251 8,513 Other 5,478 (36,631 ) Total $ 17,038 $ (17,678 ) Net income (loss) Eastern Region $ (1,878 ) $ 1,157 Western Region 24,780 (12,749 ) Other (63,105 ) 3,956 Total $ (40,203 ) $ (7,636 ) (1)Eastern region includes revenue from the sale of our new Cheetah brand of products in Illinois and Pennsylvania.(2)Western region no longer includes Nevada operations as results were deconsolidated as of June 24, 2024. Supplemental Segment Disclosures: Year Ended December 31, 2025 2024 Purchase of property, plant and equipment Eastern Region $ 25,288 $ 5,232 Western Region — 189 Other 377 98 Total $ 25,665 $ 5,519 Purchase of other intangible assets Eastern Region $ — $ 20 Other 4,826 185 Total $ 4,826 $ 205 As of December 31, As of December 31, 2025 2024 Assets Eastern Region $ 225,124 $ 212,007 Western Region 8,454 40,124 Other 22,408 18,912 Total $ 255,986 $ 271,043 Major Customers Major customers are defined as customers that each individually accounted for greater than 10% of the Company’s annual revenues. For the years ended December 31, 2025 and 2024, no sales were made to any one customer that represented in excess of 10% of the Company’s total revenues. Geographic Information As of December 31, 2025 and 2024, substantially all of the Company’s assets were located in the United States and all of the Company’s revenues were earned in the United States. Disaggregated Revenues The Company disaggregates revenues into categories that depict how the nature, amount, timing and uncertainty of the revenues and cash flows are affected by economic factors. For the years ended December 31, 2025 and 2024, the Company disaggregated its revenues as follows: Year Ended December 31, 2025 2024 Revenues, net of discounts iAnthus branded products $ 63,168 $ 84,904 Third party branded products 55,128 64,506 Wholesale/bulk/other products 25,690 18,157 Total $ 143,986 $ 167,567 Note 12 - Financial Instruments Fair values have been determined for measurement and/or disclosure purposes based on the following methods. The Company characterizes inputs used in determining fair value using a hierarchy that prioritizes inputs depending on the degree to which they are observable. The levels of the fair value hierarchy are as follows: •Level 1 – fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities; •Level 2 – fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and •Level 3 – fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs). The carrying values of cash, receivables, payables and accrued liabilities approximate their fair values because of the short- term nature of these financial instruments. Balances due to and due from related parties have no terms and are payable on demand, thus are also considered current and short-term in nature, hence carrying value approximates fair value. The component of the Company’s long-term debt attributed to the host liability is recorded at amortized cost. Investments in debt instruments that are held to maturity are also recorded at amortized cost. The following table summarizes the fair value hierarchy for the Company’s financial assets and financial liabilities that are re-measured at their fair values periodically: As of December 31, 2025 As of December 31, 2024 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Financial assets Long term investments $ 2 $ — $ 840 $ 842 $ 10 $ — $ 853 $ 863 Financial liabilities Contingent consideration payable $ — $ — $ 3,407 $ 3,407 $ — $ — $ 3,127 $ 3,127 There were no transfers or change in valuation method between Level 1, Level 2, and Level 3 within the fair value hierarchy during the years ended December 31, 2025 and 2024. Financial Assets The Company’s investment in 4 Front Venture Corp. as of December 31, 2025 and 2024, is considered to be a Level 1 instrument because it is comprised of shares of a public company, and there is an active market for the shares and observable market data, or inputs are now available. Level 1 investments are comprised of equity investments which are re-measured at fair value using quoted market prices. Level 3 investments are comprised of two investments made by the Company in which it holds an equity interest. These two investments are in The Pharm Stand, LLC and Island Thyme, LLC. There have been no changes to Level 3 investments between December 31, 2025 and 2024. The Company exercises significant influence for one of these investments and therefore records this investment under the equity method. The investment was initially recognized at cost and the Company recognizes its proportionate share of earnings and losses from the investment each reporting period.The following table summarizes the changes in Level 1 and Level 3 financial assets: Financial Assets 4Front Venture Corp. The Pharm Stand, LLC Island Thyme, LLC Balance as of December 31, 2023 $ 56 — $ 679 Additions — 125 260 Revaluations (46 ) — — Loss on equity method investments — — (211 ) Balance as of December 31, 2024 $ 10 $ 125 $ 728 Additions — — — Revaluations (8 ) — — Loss on equity method investments — — (13 ) Balance as of December 31, 2025 $ 2 $ 125 $ 715 The Company’s financial and non-financial assets such as prepayments, other assets including equity accounted investments, property, plant and equipment, and intangibles, are measured at fair value when there is an indicator of impairment and are recorded at fair value only when an impairment charge is recognized. Financial Liabilities The following table summarizes the changes in the Company's Level 3 financial liabilities: Financial Liabilities Contingent Consideration Payable Balance as of December 31, 2024 $ 3,127 Consideration paid — Revaluations 280 Balance as of December 31, 2025 $ 3,407 As of December 31, 2025, the current portion of the contingent consideration payable is $1.1 million and is presented within accrued and other current liabilities on the consolidated balance sheets.The Company’s contingent consideration payable relates to the additional Earn-Out to be paid as part of the Cheetah Acquisition and is categorized as a Level 3 financial instrument within the fair value hierarchy, as specific valuation techniques using unobservable inputs is required. The Company is using a probability-weighted average scenario approach in assigning probabilities across multiple outcomes of the potential EBITDA earned from Cheetah which forms the basis of the Earn-Out. These assumptions include financial forecasts, discount rates, and growth expectations. As of December 31, 2025, the discount rate applied was the Company's incremental borrowing rate of 13.9% and growth expectations on potential EBITDA earned from Cheetah were in the range of 36% to 89% in 2026, and 0% to 20% in 2027. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s management.The following table summarizes the Company’s long-term debt instruments (Refer to Note 9) at their carrying value and fair value: As of December 31, 2025 As of December 31, 2024 Carrying Value Fair Value Carrying Value Fair Value June Unsecured Debentures $ 24,855 $ 23,831 $ 21,750 $ 20,142 June Secured Debentures 160,772 154,569 144,913 134,096 Secured Notes 8,359 8,089 14,968 15,223 Other — — 696 687 Total $ 193,986 $ 186,489 $ 182,327 $ 170,148 Note 13 - Commitments In the ordinary course of business, the Company enters into contractual agreements with third parties that include non-cancelable payment obligations, for which it is liable in future periods. These arrangements can include terms binding the Company to minimum payments and/or penalties if it terminates the agreement for any reason other than an event of default as described in the agreement. The following table summarizes the Company’s contractual obligations and commitments as of December 31, 2025: 2026 2027 2028 2029 2030 Operating leases $ 7,195 $ 6,849 $ 6,883 $ 6,668 $ 5,987 Service and other contracts 1,986 148 162 — — Long-term debt — 226,338 — 97 111 Contingent consideration payable from Cheetah Acquisition 1,087 2,319 — — — Total $ 10,268 $ 235,654 $ 7,045 $ 6,765 $ 6,098 The Company’s commitments include employees, consultants and advisors, as well as leases and construction contracts for offices, dispensaries and cultivation facilities in the U.S. and Canada. The Company has certain operating leases with renewal options extending the initial lease term for an additional one to 15 years. Sale of Certain Massachusetts AssetsOn February 9, 2024, ICH's wholly-owned subsidiary, Mayflower Medicinals Inc. ("Mayflower"), entered into an Asset Purchase Agreement (the "MA Purchase Agreement") with an unaffiliated third-party buyer (the "MA Buyer"), pursuant to which, Mayflower agreed to sell certain of its assets associated with its Holliston, Massachusetts cultivation and product manufacturing facility (the "Purchased Assets") for $3.0 million (the "Purchase Price"). The transaction closed on September 27, 2024 (the "MA Closing Date"). On the MA Closing Date, $0.5 million was paid in cash (the "Cash Closing Payment"), while the remaining $2.5 million of the Purchase Price will be paid in installments pursuant to two promissory notes (the "MA Notes") as follows: $0.5 million to be paid in equal monthly installments over eight months with interest accruing at 7% per annum, and $2.0 million to be paid in equal monthly installments over 36 months with interest accruing at 7% per annum. As security for payments under the notes, Mayflower executed a security agreement, granting it a first priority lien on the Purchased Assets. The proceeds from the Cash Closing Payment was used by the Company to satisfy certain federal tax obligations. The Company recognized a gain on disposal of $2.6 million, which was the difference between the aggregate fair value of the consideration and the carrying value of the net assets disposed as of the MA Closing Date, which was presented in "recoveries, write-downs and other charges, net" on the consolidated statements of operations for the year ended December 31, 2024. Since the MA Closing Date, the Company has not received any of the scheduled payments pursuant to the MA Notes from the MA Buyer. As a result, during the year ended December 31, 2025, the Company recorded credit loss provisions $1.8 million, which is included within "write-downs, recoveries, and other charges, net" on the consolidated statements of operations. As of December 31, 2025, the MA Notes, net of credit loss provisions is $0.5 million (December 31, 2024 - $2.3 million), which is the portion of the MA Notes that is secured for repayment via a pledge, under a guarantor's agreement executed by the parties.Divesture of Nevada BusinessOn February 23, 2024, the Company's wholly-owned subsidiary, GreenMart of Nevada NLV, LLC ("GMNV") entered into an Asset Purchase Agreement (the "NV Purchase Agreement") with an unaffiliated, third-party buyer (the "NV Buyer"), pursuant to which, GMNV agreed to sell substantially all of the assets of GMNV to the NV Buyer, including GMNV's co-located medical and adult-use cultivation and production facility in North Las Vegas, Nevada, its adult-use dispensary in Las Vegas, Nevada, and its two conditional adult-use dispensary licenses to be located in Henderson and Reno, Nevada (the "Business"). After closing adjustments, the aggregate proceeds to be received from the sale are $5.9 million (the "Purchase Price"). Of the total Purchase Price, $3.5 million was paid in cash at the closing of the NV Purchase Agreement ("NV Closing") and the remaining balance of the Purchase Price is to be paid on a quarterly basis, beginning six months after the NV Closing, over 36 months with interest accruing at 8% per annum. On February 23, 2024, GMNV also entered into a Management Agreement (the "NV Management Agreement"), pursuant to which, the NV Buyer's affiliated entity (the "Manager"), will assume full operational and managerial control of the Business, which was approved by the NV CCB and became effective as of June 24, 2024 (the “NV Management Agreement Effective Date”). As of the NV Management Agreement Effective Date, all operational control of GMNV was transferred to the Manager and the Company determined that it no longer had a controlling financial interest as of the NV Management Agreement Effective Date. The Company recognized an initial gain of $2.1 million, which was the carrying value of the net liabilities disposed from deconsolidation on the NV Management Agreement Effective Date, which was presented in "interest and other income" on the consolidated statements of operations for the year ended December 31, 2024. The NV Closing was subject to, among other customary conditions, receipt of approval of the Nevada Cannabis Compliance Board (the "NV CCB"). On March 20, 2025, the Company received approval from the NV CCB for the NV Purchase Agreement and transfer of the licenses to the NV Buyer. The effective closing date of the NV Closing is March 31, 2025 (the "NV Closing Date"). On the NV Closing Date, the Company received $3.5 million in cash of the Purchase Price, while the remainder is paid through quarterly repayments by way of a promissory note (the "NV Note") issued by the NV Buyer, in respect of which quarterly repayments commenced in September 2025. Accordingly, the Company recognized a gain of $5.7 million, which is the aggregate fair value of the consideration to be received from the Buyer, which is presented in "interest and other income" on the consolidated statements of operations for the year ended December 31, 2025. As of December 31, 2025, the balance outstanding on the NV Note including accrued interest was $2.2 million, of which, $1.1 million is classified within "other current assets" on the consolidated balance sheets. Sale of Certain Arizona AssetsOn February 6, 2025, the Company entered into definitive agreements (the "AZ Purchase Agreements") with an unaffiliated third-party buyer (the "AZ Buyer"), pursuant to which the Company agreed to sell three dispensaries and two processing/cultivation facilities in Arizona for aggregate consideration of approximately $36.5 million (the "AZ Transaction"). The AZ Transaction includes two dispensaries, a processing facility and a cultivation/processing facility located in Mesa, Arizona as well as one dispensary located in Phoenix, Arizona (collectively, the "Facilities"). Following the closing of the AZ Transaction, the Company will continue to operate one dispensary in Mesa, Arizona. Pursuant to the AZ Purchase Agreements, the Company agreed to sell and the AZ Buyer agreed to acquire, substantially all of the assets related to or used in connection with the Facilities, including, but not limited to, all cannabis licenses associated with such businesses and related real property (collectively, the "AZ Purchased Assets"), together with certain assumed liabilities related to the AZ Purchased Assets. The closing of the Transaction is subject to customary conditions precedent, including the receipt of applicable consents and regulatory approvals. The purchase price for the AZ Purchased Assets is approximately $36.5 million and will consist of approximately $20 million of cash payable at closing, subject to certain adjustments, and a secured promissory note to be issued by the AZ Buyer in the principal amount of $16.5 million (the "AZ Note"). The AZ Note will bear interest at a rate of six percent per annum compounded annually, with a term of 66 months. The AZ Transaction closed on February 14, 2025, with an effective closing date of February 10, 2025, which is the date the AZ Buyer assumed the financial benefit and risk relating to the AZ Purchased Assets. At this time, the Company received cash net of closing adjustments of $15.8 million and recognized the fair value of consideration receivable under the AZ Note of $13.5 million. Accordingly, the Company recognized a gain on deconsolidation of $6.3 million, which was difference between the aggregate fair value of the consideration and the carrying value of the net assets disposed from deconsolidation, which is presented in "interest and other income" on the consolidated statements of operations for the year ended December, 2025. On August 29, 2025 (the "AZ Note Closing Date"), the Company entered into a Promissory Note Purchase Agreement (“AZ Note Purchase Agreement”) with an unaffiliated third-party buyer (the “AZ Note Purchaser”) for the sale of the AZ Note. Pursuant to the AZ Note Purchase Agreement and as of the AZ Note Closing Date, the Company agreed to sell, assign, and transfer to the AZ Note Purchaser all its right, title, and interest in the AZ Note and related security documents (collectively, the “AZ Note Assets”). The aggregate consideration for the AZ Note Assets is $11.3 million, which is payable as follows: (i) $10.1 million in cash on the AZ Note Closing Date, subject to certain adjustments for transaction costs, and (ii) $1.2 million to be held in an escrow account to meet any shortfall amounts as contained in the AZ Note Purchase Agreement, with any outstanding balance in the escrow account to be transferred to the Company on the first anniversary of the AZ Note Closing Date. Prior to the sale of the AZ Note, the balance including accrued interest on the AZ Note was $12.7 million. Following the AZ Note Closing Date, the Company recognized a loss of $1.4 million, which was the difference between the aggregate fair value of the consideration and the carrying value of the AZ Note, which is presented in "interest and other income" on the consolidated statements of operations for the year ended December 31, 2025. Note 14 - Contingencies and Guarantees The Company is involved in lawsuits, claims, and proceedings, including those identified below, which arise in the ordinary course of business. In accordance with the FASB ASC Topic 450 Contingencies, the Company will make a provision for a liability when it is both probable that a loss has been incurred and the amount of the loss can be reasonably estimated. The Company believes it has adequate provisions for any such matters. The Company reviews these provisions in conjunction with any related provisions on assets related to the claims at least quarterly and adjusts these provisions to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel and other pertinent information related to the case. Should developments in any of these matters outlined below cause a change in the Company’s determination as to an unfavorable outcome and result in the need to recognize a material provision, or, should any of these matters result in a final adverse judgment or be settled for significant amounts, they could have a material adverse effect on the Company’s results of operations, cash flows, and financial position in the period or periods in which such a change in determination, settlement or judgment occurs. The Company expenses legal costs relating to its lawsuits, claims and proceedings as incurred. The Company has been named as a defendant in several legal actions and is subject to various risks and contingencies arising in the normal course of business. Based on consultation with counsel, management and legal counsel is of the opinion that the outcome of these uncertainties will not have a material adverse effect on the Company’s financial position. The events that allegedly gave rise to the following claims occurred prior to the Company’s closing of the MPX Acquisition in February 2019 are as follows: On May 29, 2019, Walmer Capital Limited (“Walmer”) and Island Investments Holdings Limited (“Island”) filed a statement of claim in the Ontario Superior Court of Justice against MPX Bioceutical ULC (“MPX ULC”). The claim arose from the debentures (the “MPX Debentures”) issued by MPX Bioceutical Corporation (“MPX Corporation”) in May 2018, the majority of which debentures were redeemed on April 24, 2019 by MPX ULC, a wholly-owned subsidiary of the Company and the successor entity to MPX Corporation following the MPX Acquisition. MPX ULC withheld the redemption of approximately $1.3 million of the original subscription amount of the MPX Debentures as MPX ULC was unable to confirm valid payment of such debentures (the “Disputed Debentures”). The plaintiffs’ statement of claim alleged that the plaintiffs were entitled to the Disputed Debentures and sought immediate conversion of such debentures into the Company’s common shares. In addition, the plaintiffs sought damages including, but not limited to, for breach of the Disputed Debentures and related indenture in the amount of $111.0 million and breach of a security subordination agreement in the amount of $3.5 million. On July 2, 2019, Walmer, Island, Walmer’s principal, Alastair Crawford (“Crawford”), Broughton Limited (“Broughton”) and Puddles 8 Limited (“Puddles”) filed a petition in British Columbia against the Company and its then directors based on the same facts as alleged in the statement of claim filed by Walmer and Island in the Ontario Superior Court of Justice and seeking a declaration that the respondents engaged in oppressive or unfairly prejudicial conduct and resulting damages. In September 2019, the parties to the Ontario action and the British Columbia petition agreed to consolidate the two proceedings into one action that addresses all issues in the British Columbia petition and agreed to discontinue the separate proceedings. On August 23, 2019, Walmer, Island, Crawford, Broughton and Puddles filed a notice of civil claim in the Supreme Court of British Columbia against MPX ULC, the Company and its then directors consolidating the allegations made in the previously commenced Ontario action and British Columbia petition and seeking, among other things: (i) a mandatory order compelling MPX ULC and the Company to convert the Disputed Debentures into common shares of the Company; (ii) damages for breach of the Disputed Debentures (and indentures) and breach of fiduciary obligations in the amount of $111.0 million; (iii) damages for breach of a security subordination agreement in the amount of $3.5 million; (iv) damages for breach of a consultancy agreement in the approximate amount of $0.4 million plus approximately $0.2 million plus certain warrants; and (v) damages for breach of the duty of good faith in the amount of $1.0 million. On October 31, 2019, the Company and MPX ULC served the plaintiffs with a response and counterclaim. On December 3, 2019, the plaintiffs served (i) a notice of application seeking an order to strike the Company’s and MPX ULC’s counterclaim against Timothy Childs, Island’s principal, in his personal capacity, on the basis that it alleges no cause of action against him and (ii) a notice of application for summary judgment. On February 11, 2020, the Company’s directors filed a defense to the plaintiffs’ claim with the Supreme Court of British Columbia. On August 22, 2023, Walmer, Island, Broughton, Crawford and Puddles filed a Notice of Intention to Proceed with their claim. On June 4, 2025, the plaintiffs filed an Amended Notice of Civil Claim (the "Amended Claim"), which, among other things, revised the relief sought by the plaintiffs. Pursuant to the Amended Claim, the plaintiffs are seeking: (i) damages for failure to pay the Disputed Debentures in the amount of $1.8 million plus bonus and interest; (ii) damages for breach of a consultancy agreement in amount of $0.4 million plus approximately $0.2 million; and (iii) damages for breach of the duty of good faith owed to the plaintiffs in the amount of $1.0 million. The Company and MPX ULC filed its response and counterclaim on July 4, 2025.In addition, the Company is currently reviewing the following matters with legal counsel and has not yet determined the range of potential losses: In October 2018, Craig Roberts and Beverly Roberts (the “Roberts”) and the Gary W. Roberts Irrevocable Trust Agreement I, Gary W. Roberts Irrevocable Trust Agreement II, and Gary W. Roberts Irrevocable Trust Agreement III (the “Roberts Trust” and together with the Roberts, the “Roberts Plaintiffs”) filed two separate but similar declaratory judgment actions in the Circuit Court of Palm Beach County, Florida against GrowHealthy Holdings, LLC (“GrowHealthy Holdings”) and the Company in connection with the acquisition of substantially all of GrowHealthy Holdings’ assets by the Company in early 2018. The Roberts Plaintiffs sought a declaration that the Company must deliver certain share certificates to the Roberts without requiring them to deliver a signed Shareholder Representative Agreement to GrowHealthy Holdings, which delivery was a condition precedent to receiving the Company share certificates and required by the acquisition agreements between GrowHealthy Holdings and the Company. In January 2019, the Circuit Court of Palm Beach County denied the Roberts Plaintiffs’ motion for injunctive relief, and the Roberts Plaintiffs signed and delivered the Shareholder Representative Agreement forms to GrowHealthy Holdings while reserving their rights to continue challenging the validity and enforceability of the Shareholder Representative Agreement. The Roberts Plaintiffs thereafter amended their complaints to seek monetary damages in the aggregate amount of $22.0 million plus treble damages. On May 21, 2019, the court issued an interlocutory order directing the Company to deliver the share certificates to the Roberts Plaintiffs, which the Company delivered on June 17, 2019, in accordance with the court’s order. On December 19, 2019, the Company appealed the court’s order directing delivery of the share certificates to the Florida Fourth District Court of Appeal, which appeal was denied per curiam. On October 21, 2019, the Roberts Plaintiffs were granted leave by the Circuit Court of Palm Beach County to amend their complaints in order to add purported claims for civil theft and punitive damages, and on November 22, 2019, the Company moved to dismiss the Roberts Plaintiffs’ amended complaints. On May 1, 2020, the Circuit Court of Palm Beach County heard arguments on the motions to dismiss, and on June 11, 2020, the court issued a written order granting in part and denying in part the Company’s motion to dismiss. Specifically, the order denied the Company’s motion to dismiss for lack of jurisdiction and improper venue; however, the court granted the Company’s motion to dismiss the Roberts Plaintiffs’ claims for specific performance, conversion and civil theft without prejudice. With respect to the claim for conversion and civil theft, the Circuit Court of Palm Beach County provided the Roberts Plaintiffs with leave to amend their respective complaints. On July 10, 2020, the Roberts Plaintiffs filed further amended complaints in each action against the Company including claims for conversion, breach of contract and civil theft including damages in the aggregate amount of $22.0 million plus treble damages, and on August 13, 2020, the Company filed a consolidated motion to dismiss such amended complaints. On October 26, 2020, Circuit Court of Palm Beach County heard argument on the consolidated motion to dismiss, denied the motion and entered an order to that effect on October 28, 2020. Answers on both actions were filed on November 20, 2020 and the parties commenced discovery. On September 9, 2021, the Roberts Plaintiffs filed a motion to consolidate the two separate actions, which motion was granted on October 14, 2021. On August 6, 2020, the Roberts filed a lawsuit against Randy Maslow, the Company’s now former Interim Chief Executive Officer, President, and director, in his individual capacity (the “Maslow Complaint”), alleging a single count of purported conversion. The Maslow Complaint was not served on Randy Maslow until November 25, 2021, and the allegations in the Maslow Complaint are substantially similar to those allegations for purported conversion in the complaints filed against the Company. On March 28, 2022, the court consolidated the action filed against Randy Maslow with the Roberts Plaintiffs’ action for discovery and trial purposes. As a result, the court vacated the matter’s initial trial date of May 9, 2022 and the case has not been reset for trial yet. On April 22, 2022, the parties attended a court required mediation, which was unsuccessful. On May 6, 2022, the Circuit Court of Palm Beach County granted Randy Maslow’s motion to dismiss the Maslow Complaint. On May 19, 2022, the Roberts filed a second amended complaint against Mr. Maslow (“Amended Maslow Complaint”). On June 3, 2022, Mr. Maslow filed a motion to dismiss the Amended Maslow Complaint, which was denied on September 9, 2022. On April 12, 2023, the Circuit Court of Palm Beach County set this matter for a jury trial to occur sometime between June 5, 2023 and August 11, 2023; however, the court rescheduled the jury trial and did not set a new trial date. On April 14, 2023, the Roberts Plaintiffs filed a partial Motion for Summary Judgment on liability for the Roberts Plaintiffs' claims for breach of contract and the Company filed a competing Motion for Summary Judgment on all claims against the Company. On April 21, 2023, Mr. Maslow also filed a Motion for Summary Judgment. All of the motions remain pending. On February 27, 2024, the Roberts Plaintiffs filed a Notice for Jury Trial with the Circuit Court of Palm Beach County, notifying the court that the matter was ready to be set for trial. On April 19, 2024, the Roberts Plaintiffs filed a Motion for Speedy Trial due to the ages and health of the Roberts Plaintiffs. On May 14, 2024, the court issued a scheduling order that, among other things, set this matter for a jury trial to occur sometime between October 21, 2024 and December 27, 2024; however, due to competing schedules of the parties, the court elected to specially set the trial. On October 15, 2024, the court issued an order specially setting the trial to begin on January 14, 2025; however, the court has vacated this trial date. On December 13, 2024, the court denied each of the parties' respective Motions for Summary Judgment. Further, the parties have been ordered by the court to attend mediation, which occurred on March 7, 2025 and was ultimately unsuccessful. On March 21, 2025, the court issued an order specially setting the trial to begin on April 8, 2025 and on the same day, the Company filed an objection to the order on the basis that that it was not timely issued. Also on March 21, 2025, the court scheduled a case management conference for March 28, 2025 and referred this matter to non-binding arbitration beginning on April 8, 2025. The parties attended non-binding arbitration on April 15, 2025, the results of which are confidential. On March 31, 2025, the court issued an order specially setting the trial to begin on June 17, 2025. On June 15, 2025, the parties executed a settlement agreement (the "Roberts Settlement Agreement"), pursuant to which, the Company agreed to pay the Roberts Plaintiffs a total sum of $5.5 million, payable as follows: (i) $1,250,000 within five (5) business days of executing the Roberts Settlement Agreement; (ii) $150,000 on January 5, 2026; and (iii) starting January 5, 2026, $4.1 million in equal monthly installments over thirty-six (36) months, bearing simple interest rate of 6% per year. On June 16, 2025, the parties filed a Joint Stipulation to Dismiss this matter with prejudice, which was approved by the court on June 17, 2025.On July 23, 2020, Blue Sky Realty Corporation filed a putative class action against the Company and the Company’s former Chief Financial Officer in the Ontario Superior Court of Justice (“OSCJ”) in Toronto, Ontario. On September 27, 2021, the OSCJ granted leave for the plaintiff to amend its claim (“Amended Claim”). In the Amended Claim, the plaintiff seeks to certify the proposed class action on behalf of two classes. “Class A” consists of all persons, other than any executive level employee of the Company and their immediate families (“Excluded Persons”), who acquired the Company’s common shares in the secondary market on or after April 12, 2019, and who held some or all of those securities until after the close of trading on April 5, 2020. “Class B” consists of all persons, other than Excluded Persons, who acquired the Company’s common shares prior to April 12, 2019, and who held some or all of those securities until after the close of trading on April 5, 2020. Among other things, the plaintiff alleges statutory and common law misrepresentation, and seeks an unspecified amount of damages together with interest and costs. The plaintiff also alleges common law oppression for releasing certain statements allegedly containing misrepresentations inducing Class B members to hold the Company’s securities beyond April 5, 2020. No certification motion has been scheduled. The Amended Claim also changed the named plaintiff from Blue Sky Realty Corporation to Timothy Kwong. The hearing date for the motion for leave to proceed with a secondary market claim under the Securities Act (Ontario) has been vacated. The parties have reached a settlement in principle, and November 16, 2023, the OSCJ certified the class for settlement purposes only. On February 20, 2024, the OSCJ held the settlement approval hearing and on March 8, 2024, issued its decision rejecting the proposed settlement. On August 19, 2021, Arvin Saloum (“Saloum”), a former consultant of the Company, filed a Demand for Arbitration with the American Arbitration Association (the “Arbitration Action”) against The Healing Center Wellness Center, Inc. (“THCWC”) and iAnthus Arizona, LLC (“iA AZ”), claiming a breach of a Consulting and Joint Venture Agreement (the “JV Agreement”) for unpaid consulting fees allegedly owed to Saloum under the JV Agreement. Saloum is claiming damages between $1.0 million and $10.0 million. On September 7, 2021, THCWC and iA AZ filed Objections and Answering Statement to Saloum’s Demand for Arbitration. On November 18, 2021, THCWC and iA AZ filed a Complaint for Declaratory Judgment (“Declaratory Judgment Complaint”) with the Arizona Superior Court, Maricopa County (“Arizona Superior Court”), seeking declarations that: (i) the JV Agreement is void, against public policy and terminable at will; (ii) the JV Agreement is unenforceable and not binding; and (iii) the JV Agreement only applies to sales under the Arizona Medical Marijuana Act. On January 21, 2022, Saloum filed an Answer with Counterclaims in response to the Declaratory Judgment Complaint. The Declaratory Judgment Complaint remains pending before the Arizona Superior Court. The Arbitration Action is stayed, pending resolution of the Declaratory Judgment Complaint. On April 25, 2023, the parties attended a mediation, which was unsuccessful. The parties are currently engaging in discovery. On March 23, 2026, Saloum filed a Partial Motion for Summary Judgment, seeking a declaration that the JV Agreement is binding upon THCWC, iA AZ and the Company (collectively, the "iAnthus Parties") because: (i) the iAnthus Parties ratified the JV Agreement by making payments to Saloum; (ii) the iAnthus Parties assumed the obligations under the JV Agreement in connection with the MPX Acquisition; (iii) the MPX Acquisition was a de-facto merger, meaning MPX Corporation's obligations became the iAnthus Parties'; and (iv) the iAnthus Parties are stopped from denying the enforceability of the JV Agreement because Saloum relied upon the iAnthus Parties' performance. The iAnthus Parties’ response is due on April 23, 2026.On May 23, 2022, CGX Life Sciences, Inc. (“CGX”), a wholly-owned subsidiary of the Company, filed a demand for arbitration (the “CGX Arbitration”) with the American Arbitration Association (“AAA”) against LMS Wellness, Benefit LLC (“LMS”) and its 100% owner, William Huber (“Huber” and together with LMS, the “Defendants”) for various breaches under the option agreements entered into between CGX and LMS, on the one hand, and CGX and Huber on the other (collectively, the “Option Agreements”). Specifically, CGX is seeking: (i) an order finding the Defendants in breach of the Option Agreements and directing specific performance by the Defendants of their obligations under the Option Agreements to complete the sale and transfer of LMS to CGX; (ii) an order either tolling or extending the closing date under the Option Agreements; (ii) an order requiring Huber to restore LMS’ bank account of all sums withdrawn for the payment of contracts entered into in breach of the Option Agreements; and (iii) an order prohibiting Huber from withdrawing any further funds from LMS’ bank account. On June 8, 2022, the Defendants filed an Answering Statement, denying the allegations raised by CGX and sent a notice to CGX, purporting to terminate the Option Agreements. In addition, on June 8, 2022, LMS filed a demand for arbitration (the “S8 Arbitration”) with the AAA against S8 Management, LLC (“S8”), alleging that S8 breached the Amended and Restated Management Services Agreement (the “MSA”) entered into between LMS and S8 on March 12, 2018. On June 24, 2022, the Defendants filed Motion to Consolidate the CGX Arbitration and S8 Arbitration. On July 5, 2022, CGX filed an opposition to the Defendants’ Motion to Consolidate and a cross-Motion to Stay the S8 Arbitration to allow the CGX Arbitration to proceed first. On July 26, 2022, the parties attended a preliminary conference with the arbitrator, at which conference the arbitrator preliminarily granted the Defendants’ Motion to Consolidate and denied CGX’s cross-Motion to Stay the S8 Arbitration. On October 7, 2022, CGX filed a dispositive motion for specific performance of Defendants’ obligations to complete the sale of LMS to CGX (claims (i) and (ii), above), which Defendants opposed. On October 31, 2022, the arbitrator granted CGX’s dispositive motion and ordered Defendants to complete the sale of LMS to CGX. The remaining claims asserted in the CGX Arbitration (claims (iii) and (iv), above) and the S8 Arbitration remain pending. On November 30, 2022, Defendants filed a Petition to Vacate Arbitration Award. CGX’s filed its response on January 30, 2023, and subsequently the Defendants filed a Request for Hearing on February 3, 2023. The Circuit Court for Baltimore County had a hearing on the Petition to Vacate Arbitration Award on February 21, 2024, and on March 4, 2024, the Circuit Court for Baltimore County denied Defendants' Petition to Vacate Arbitration Award. On April 8, 2024, the Defendants submitted the required ownership transfer paperwork to the Maryland Cannabis Administration (the "MCA") to request approval of the transfer of ownership of LMS to CGX following the denial of the Defendants' Petition to Vacate Arbitration Award. Also on April 8, 2024, the Defendants requested that the MCA either deny the ownership transfer of LMS to CGX, or delay their consideration of the request until the S8 Arbitration is complete. On April 22, 2024, the MCA notified the parties that it will wait to consider the request to transfer ownership of LMS to CGX until the S8 Arbitration is complete. Beginning on July 15, 2024, the parties attended a hearing regarding claims (iii) and (iv) in the CGX Arbitration and the claims in the S8 Arbitration. The parties filed post-hearing briefs on August 27, 2024 and oral argument regarding the post-hearing briefs was held on September 16, 2024. On September 24, 2024, the arbitrator issued his final award, in which he denied the claims of all parties in the CGX Arbitration and S8 Arbitration. Upon completion of the CGX Arbitration and S8 Arbitration, CGX continued to pursue regulatory approval of the transfer of ownership of LMS to CGX from the MCA. On March 4, 2025, the MCA approved the transfer of 100% of the ownership of LMS to CGX.Pursuant to the terms of the Option Agreements, LMS and Huber are required to close the transaction and transfer 100% of the membership interests of LMS to CGX within two (2) business days of receipt of the MCA's approval, as that was the final closing condition to be satisfied. Accordingly, CGX demanded that LMS and Huber close no later than March 7, 2025. LMS and Huber failed to close and on March 10, 2025, CGX filed a Motion to Enforce Judgment to mandate that LMS and Huber transfer ownership of LMS to CGX, among other things. LMS and Huber have not responded to CGX's motion yet. On March 7, 2025, LMS filed an action in the Circuit Court for Anne Arundel County, seeking a writ of mandamus, temporary restraining order and preliminary injunction against the MCA on the basis that the MCA violated the law by issuing its March 4, 2025 approval regarding the transfer of 100% of the ownership of LMS to CGX. Specifically, LMS is seeking an order that the MCA be compelled to rescind its approval because ownership of LMS's license cannot be transferred for five (5) years, or until July 1, 2028, because LMS converted its medical-only license to a dual license on July 1, 2023. On March 12, 2025, the MCA filed its opposition to LMS, arguing, among other things, that the court order exception to the 5-year restriction on transfers applies. Also on March 12, 2025, CGX intervened and filed an opposition to LMS, incorporating the MCA's opposition. On March 14, 2025, the parties attended a court conference and the court denied LMS's motion for a temporary restraining order. On April 18, 2025, the court granted CGX’s Motion to Enforce Judgment and ordered LMS and Huber to close the transaction and transfer 100% of the membership interests of LMS to CGX no later than April 21, 2025. On April 21, 2025, LMS complied with the court’s order and CGX now owns 100% of LMS. As a result, this matter is now resolved.On June 20, 2023, LMS filed a complaint in the United States District Court for the District of Maryland against the Company and three wholly-owned subsidiaries of the Company (the "iAnthus Defendants"), alleging conversion, RICO violations and unjust enrichment and seeking damages in excess of $4.5 million, plus treble damages (the "Federal Complaint"). The allegations in the Federal Complaint appear substantially similar to, and appear to arise from substantially the same operative facts as, those alleged by LMS in the CGX Arbitration, the S8 Arbitration, and in support of the Defendants' Petition to Vacate Arbitration Award. The iAnthus Defendants deny LMS’s allegations alleging unlawful conduct. The iAnthus Defendants filed a Motion to Dismiss (Or Stay the Proceedings) the Federal Complaint on September 11, 2023. On March 12, 2024, the Court granted the iAnthus Defendants' motion and administratively stayed the Federal Complaint pending the outcome of the CGX Arbitration and the S8 Arbitration. On November 1, 2024, LMS filed a voluntary notice of dismissal, dismissing the Federal Complaint. On November 4, 2024, the court ordered that LMS’s notice of dismissal be adopted and further ordered that the Federal Complaint be dismissed.On June 20, 2022, Michael Weisser (“Weisser”) commenced a petition (the “Petition”) in the Supreme Court of British Columbia (the “Court”) against the Company and the Company’s former board of directors. In the Petition, Weisser sought: (i) a declaration that the affairs of Company and its then-board of directors were being conducted or have been conducted in a manner that is oppressive and/or prejudicial to Weisser; (ii) an order that Weisser is entitled to call and hold the Company’s annual general meeting for 2020 ( “2020 AGM”) on or before June 30, 2022 or a date set by the Court as soon as reasonably possible; (iii) alternatively, an order that the Company hold the 2020 AGM on or before June 30, 2022 or a date set by the Court as soon as reasonably possible; (iv) an order that the Company set the record date for the 2020 AGM; (v) an order that Weisser is entitled to appoint a chair for the 2020 AGM, or that the Court appoint an independent chair for the 2020 AGM; and (vi) an order that the Company be required to provide Weisser with an opportunity to review all votes and proxies submitted in respect of the 2020 AGM, no later than 24 hours in advance of the 2020 AGM. On June 22, 2022, Weisser was granted a short leave by the Court which permitted a return date for the Petition of June 28, 2022. On June 24 2022, the Company closed the Recapitalization Transaction and the Company noticed the 2020 AGM, the annual general meeting for 2021 (“2021 AGM”) and the annual general meeting for 2022 (the “2022 AGM” and together with the 2020 AGM and 2021 AGM, the “AGMs”). As a result, Weisser’s Petition was rendered moot. On November 14, 2022, Weisser filed an application (the “Application”) in the Petition proceeding, seeking to add the Secured Lenders and Consenting Unsecured Lenders as respondents to the Petition and to amend the Petition. Specifically, Weisser is seeking to amend the Petition to request: (i) a declaration that the affairs of the Secured Lenders, Consenting Unsecured Lenders, the Company and the powers of its then-directors have been and are continuing to be conducted in a manner that is oppressive and/or prejudicial to Weisser; (ii) an order setting aside and/or unwinding the closing of the Recapitalization Transaction; (iii) an order setting aside the results of the Company’s annual general meeting held August 11, 2022; (iv) an order that the 2020 AGM be held by December 31, 2022; (v) an order that the Company set the record date for the 2020 AGM to hold the meeting by December 31, 2022; (vi) an order that for purposes of voting at the 2020 AGM, the shareholdings of the Company be those shareholdings that existed prior to the closing of the Recapitalization Transaction; (vii) an order that Weisser is entitled to appoint a chair for the 2020 AGM, or that the Court appoint an independent chair for the 2020 AGM; (viii) an order that the Company be required to provide Weisser with an opportunity to review all votes and proxies submitted in respect of the 2020 AGM, no later than 24 hours in advance of the 2020 AGM; and (ix) an order that pending the 2020 AGM, the Company’s current board of directors be replaced by an interim slate of directors to be nominated by Weisser. On May 2, 2023, ICH and its former directors filed their response to the Petition, opposing all orders sought by Weisser, in part, as the Petition is barred by the releases in the Plan of Arrangement and constitutes a collateral attack on Justice Gomery's order approving the Plan. Weisser has not requested a hearing date on the Petition yet. On April 5, 2023, Canaccord Genuity Corp. ("Canaccord") filed a Statement of Claim against the Company in the OSCJ pursuant to an engagement letter (as amended, the "Engagement Letter") entered into by and between Canaccord and the Company. Specifically, Canaccord alleges that it is owed a cash fee equal to approximately $2.2 million(the "Alleged Fee") pursuant to the Engagement Letter as a result of the closing of the Recapitalization Transaction. The Company filed its Statement of Defense on May 17, 2023 in which, the Company disputes that it owes the Alleged Fee on the basis that the Recapitalization Transaction closed outside of the tail period of the Engagement Letter, which expired on November 4, 2021. The Company also filed a counterclaim against Canaccord, seeking the repayment of $0.3 million payment mistakenly made by the Company towards the Alleged Fee in October 2022. On November 3, 2023, Canaccord filed a Motion for Summary Judgment, requesting that the court grant Canaccord's claim for the Alleged Fee. The hearing on Canaccord's Motion for Summary Judgment was held on June 26, 2025. On August 8, 2025, the parties executed a settlement agreement, pursuant to which, the Company agreed to pay Canaccord a total sum of $2.0 million, payable as follows: (i) $0.3 million by August 20, 2025; and (ii) $1.7 million in 24 equal monthly installments, beginning on September 19, 2025.Note 15 - Related Party Transactions December 31, December 31, 2025 2024 Financial Statement Line Item Long-term debt, net of issuance costs (1) 188,088 177,925 Accrued and other current liabilities 4,032 9,461 Total $ 192,120 $ 187,386 (1)Upon the closing of the Recapitalization Transaction, certain of the Company’s lenders held greater than 5.0% of the voting interests in the Company and therefore are classified as related parties. Refer to Note 9 for further discussion. Pursuant to the terms of the Secured DPA, the Company has a related party payable of $6.3 million due to certain of the New Secured Lenders, including Gotham Green Fund 1, L.P., Gotham Green Fund 1 (Q), L.P., Gotham Green Fund II, L.P., Gotham Green Fund II (Q), L.P., Oasis Investment Master II Fund LTD., Senvest Global (KY), LP, Senvest Master Fund, LP and Hadron Healthcare and Consumer Special Opportunities Master Fund, for certain out-of-pocket costs, charges, fees, taxes and other expenses incurred by the New Secured Lenders in connection with the closing of the Recapitalization Transaction (the “Deferred Professional Fees”). These New Secured Lenders held greater than 5.0% of the outstanding common shares of the Company upon the closing of the Recapitalization Transaction and are therefore considered to be related parties. The Company had until December 31, 2022, to pay the Deferred Professional Fees ratably based on the amount of each New Secured Lender’s Deferred Professional Fees. The Deferred Professional Fees accrued simple interest at the rate of 12.0% from the Closing Date until December 31, 2022. Beginning with the first business day of the month following December 31, 2022, interest shall accrue on the Deferred Professional Fees at the rate of 20.0% calculated on a daily basis and is payable on the first business day of every month until the Deferred Professional Fees and accrued interest thereon is paid in full.On February 5, 2025, the Company entered into consent and release agreement with Secured Lenders to utilize cash proceeds upon the closing of the AZ Transaction to payments in the amount of $5.0 million towards the principal amount outstanding under the Deferred Professional Fees. In addition, the Secured Lenders agreed to reduce the outstanding amount of the Deferred Professional fees by $1.0 million and reduce interest to 8% on the remaining balance. On September 2, 2025, the Company applied cash proceeds from the sale of the AZ Note, utilizing $0.3 million toward the remaining principal and $0.9 million toward accrued interest under the Deferred Professional Fees. As of December 31, 2025, the outstanding related party portion of the Deferred Professional Fees including accrued interest was $2.2 million (December 31, 2024 – $9.2 million). The related party balance is presented in accrued and other current liabilities on the consolidated balance sheets.Pursuant to the terms of 2024 NJ Amendment, interest accruing after February 16, 2024 will be payable in cash on the last day of each fiscal quarter (the first such interest payment date being May 16, 2024). As of December 31, 2025 the outstanding related party portion of the interest payable was $0.1 million (December 31, 2024 - $0.2 million) presented in accrued and other current liabilities on the consolidated balance sheets.Note 16 - Income Taxes Income tax (benefit) expense for the years ended December 31, 2025 and 2024 consisted of the following: 2025 2024 Current income (benefit) tax expense Federal $ 16,355 $ (9,215 ) State 683 11,811 Total current income tax expense 17,038 2,596 Deferred income tax recoveries Federal — (16,053 ) State — (4,221 ) Total deferred income tax benefit — (20,274 ) Income tax (benefit) expense $ 17,038 $ (17,678 ) Income tax expense differed from the amount computed by applying the federal statutory tax rate of 21.0% for the years ended December 31, 2025 and 2024 due to the following: 2025 2024 Pretax loss at federal statutory rate $ (4,865 ) 21.0% $ (5,316 ) 21.0% State income taxes, net of federal expense (362 ) -1.6% (244 ) 1.0% Foreign income taxes (428 ) -1.8% (848 ) 3.3% Non-deductible items 328 1.4% 1,065 -4.2% True-up of income taxes payable 11,232 48.5% (6,573 ) 26.0% Uncertain tax positions 4,821 20.8% 5,363 -21.2% Other items (5,226 ) -22.6% (20 ) 0.1% Change in valuation allowance 11,538 49.8% (11,105 ) 43.9% Income tax (benefit) expense $ 17,038 73.6% $ (17,678 ) 69.8% The tax effects of temporary differences that give rise to significant portions of the deferred income tax assets and liabilities as of December 31, 2025 and 2024 are presented below: 2025 2024 Deferred income tax assets: Net operating loss carryforwards $ 39,401 $ 52,183 Interest expense carryforwards 44,875 35,596 Stock based compensation 14,173 12,486 Intangible assets 5,019 6,650 Property, plant and equipment 3,126 6,696 Inventories 41 166 Other items 9,047 1,103 115,682 114,880 Valuation allowance (95,973 ) (94,151 ) Deferred income tax assets $ 19,709 $ 20,729 Deferred income tax liabilities: Intangibles resulting from acquisitions (19,709 ) (20,729 ) Deferred income tax liabilities (19,709 ) (20,729 ) Net deferred income tax liabilities $ — $ — As of December 31, 2025, the Company has Canadian non-capital loss carryforwards of $131.1 million available to offset future income which will expire in the years 2026 through 2043. As of December 31, 2025, the Company has federal net operating loss carryforwards of approximately $152.5 million with a portion that will begin to expire in the years 2035 through 2037. Additionally, the Company has net operating loss carryforwards for state purposes aggregating $142.1 million as of December 31, 2024, of which a portion will begin to expire in the years 2028 through 2043. For the year ended December 31, 2025, the Company has established a full valuation allowance based on management’s assertion that certain deferred tax assets, related to net operating loss carryforwards, are not realizable in the near future due to operating losses incurred as we continue to expand the business and Section 163(j) limitation on interest expense deductibility. In general, under Section 382 of the U.S. Internal Revenue Code of 1986, as amended, a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its pre-change net operating loss carryforwards (“NOLs”) to offset future taxable income. Similarly, where control of a corporation has been acquired by a person or group of persons, subsection 111(5) of the Income Tax Act (Canada), and equivalent provincial income tax legislation restrict the corporation’s ability to carry forward non-capital losses from preceding taxation years. The Company concluded that the Recapitalization Transaction which closed on June 24, 2022 did not qualify as an acquisition of control for Canadian tax purposes; therefore, the Company’s existing Canadian non-capital losses are unlimited and continue to have a full valuation allowance set against its deferred tax assets. The U.S. NOLs will be subject to a substantial annual limitation arising from the Company’s ownership changes. As a result, a full valuation allowance has been recorded by the Company on these deferred tax assets as well as any Section 163(j) interest limitation deduction carryforwards. The Section 382 limitation is increased by recognized built-in gain (“RBIG”) in the five-year period following the change date to the extent that the value of the loss corporation’s assets exceed the tax basis of these assets. Under the Section 338 approach, assets are treated as generating RBIG even if these assets are not disposed of during the five-year recognition period. The Company is in the process of reviewing the tax basis of their fixed assets so it can compare it to the deemed selling price under Section 382 of the code. The Company is expecting that this calculation may result in a RBIG that would increase the Section 382 limitation available over the next five years. The Company files income tax returns in Canada, Luxembourg, United States and various state and local tax jurisdictions. The Company’s income tax years open to examination are 2013 through 2020 in Canada, and 2019 through 2022 in the United States. The Company record uncertain tax position when a tax position does not meet the 50% more-likely-than-not threshold. For the years ended December 31, 2025 and December 31, 2024, there was $106.9 million and $81.4 million, respectively in unrecognized tax benefits that if recognized, would impact our effective tax rate. As the Company operates in the cannabis industry within the United States, the Company considers Internal Revenue Code (“IRC”) Section 280E which generally allows a deduction for certain expenses directly related to sales of product. Based on our legal interpretation, we have established a reserve for uncertain tax positions related to the differences that would arise under IRC Section 280E. 2025 2024 Unrecognized tax benefits: Beginning balance $ 81,371 $ — Additions for tax positions related to current year 17,392 81,371 Additions for tax positions related to prior years 8,137 — Balance as of December 31, 2025 $ 106,900 $ 81,371 Note 17 – Consolidated Statements of Cash Flows Supplemental Information (a) Cash payments made on account of: Year Ended December 31, 2025 2024 Income taxes (including interest and penalties) $ 7,669 $ 4,402 Interest 1,486 1,525 (b) Changes in other non-cash operating assets and liabilities are comprised of the following: Year Ended December 31, 2025 2024 Decrease (increase) in: Accounts receivables, net $ 4,372 $ (1,762 ) Prepaid expenses (1,345 ) (190 ) Inventories, net (4,493 ) 1,570 Other current assets (1,776 ) 1,194 Other long-term assets 1,769 (641 ) Operating leases (1,659 ) (2,196 ) (Decrease) increase in: Accounts payable 1,935 (2,003 ) Accrued and other current liabilities (2,273 ) (55,362 ) Other non-current liabilities 2,532 (518 ) Uncertain tax position liabilities 10,220 54,304 $ 9,282 $ (5,604 ) (c) Depreciation and amortization are comprised of the following: Year Ended December 31, 2025 2024 Property, plant and equipment $ 7,003 $ 8,774 Operating lease ROU assets 2,075 2,055 Intangible assets 10,212 13,907 $ 19,290 $ 24,736 (d) Write-downs, (recoveries) and other charges, net are comprised of the following: Year Ended December 31, 2025 2024 Account receivable $ 306 $ 1,181 Notes receivable 1,808 — Share issuance — 320 Operating lease ROU assets — (136 ) Intangible assets 85 — Property, plant and equipment 814 (2,601 ) $ 3,013 $ (1,236 ) (e) Significant non-cash investing and financing activities are as follows: Year Ended December 31, 2025 2024 Supplemental Cash Flow Information: Non-cash consideration for paid-in-kind interest $ 14,820 $ 13,951 Non-cash issuance of shares for the Cheetah Acquisition 1,167 — Non-cash issuance of shares from Senior Secured Bridge Notes Amendment — 1,581 Assets classified as assets held for sale — 23,572 Liabilities classified as held for sale (2,347 ) Non-cash issuance of shares for legal settlements — 355 Non-cash issuance of Senior Secured Bridge Notes — 14,345 Non-cash extinguishment of Senior Secured Bridge Notes — (15,813 ) Note 18 - Subsequent Events Legal Proceedings Please refer to Note 14 for further discussion. Extension of INJ Senior Secured Bridge NotesOn February 16, 2026, the Company entered into amending agreements (the "2026 Bridge Notes Amendment") to the senior secured bridge notes (the “Senior Secured Bridge Notes”) originally issued by INJ on February 2, 2021, with the collateral agent and certain holders of the Senior Secured Bridge Notes in the aggregate initial principal amount of $11 million and having a maturity date of February 16, 2026. Pursuant to the 2026 Bridge Notes Amendment, the maturity date of the Bridge Notes has been extended from February 16, 2026, to June 24, 2027 in consideration of an amendment fee equal to two percent (2%) of the principal amount of such Senior Secured Bridge Notes as of the date of the 2026 Bridge Notes Amendment, payable on the amended maturity date. As of February 16, 2026, the aggregate principal amount outstanding on the Bridge Notes is approximately $8.4 million.Issuance of Common SharesOn January 6, 2026, the Company issued 113,424 common shares for vested RSUs to certain employees and directors. The Company withheld 910 common shares to satisfy employees' tax obligations of less than $0.1 million. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls Our Chief Executive Officer and our Chief Financial Officer have evaluated the effectiveness of our “disclosure controls and procedures” as of December 31, 2025, the end of the period covered by this Annual Report on Form 10-K. The term “disclosure controls and procedures” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files under the Exchange Act is accumulated and communicated to a company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Based on the evaluation of our disclosure controls and procedures as of December 31, 2025, our Chief Executive Officer and our Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were not effective due to material weaknesses, which could adversely affect our ability to record, process, summarize, and report financial data. Such weaknesses include: (1) We did not perform reviews of relevant Service Organization Control Reports for key third party service providers; (2) We did not perform an effective risk assessment or monitor internal controls over financial reporting.We have developed a plan to remediate the material weaknesses, which includes dedicating additional resources to assess and improve our ITGCs, and (ii) developing a roadmap to become SOX compliant by the required deadline. Management’s Annual Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rule 13a-15(f). Internal control over financial reporting is a process designed under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with GAAP. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. As of December 31, 2025, under the supervision and with the participation of our management, including Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework—2013. Based on this assessment, our management concluded that, as of December 31, 2025, our internal control over financial reporting was not effective due to material weaknesses in our internal control over financial reporting related to certain matters, including: (1) We did not perform reviews of relevant Service Organization Control Reports for key third party service providers; (2) We did not perform an effective risk assessment or monitor internal controls over financial reporting.In light of these material weaknesses, we performed additional analysis and other post-closing procedures to ensure the reliability of financial reporting and that our financial statements were prepared in accordance with GAAP. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.Our management with oversight from the Audit Committee of the Board of Directors have developed a plan to remediate these material weaknesses, which includes: (i) dedicate additional resources to assess and improve our ITGCs, and (iii) develop roadmap to become SOX compliant by the required deadline. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects. The material weaknesses will not be considered remediated, however, until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the exemption provided to issuers that are not “large accelerated filers” nor “accelerated filers” under the Dodd-Frank Wall Street Reform and Consumer Protection Act. Changes in Internal Control Over Financial Reporting There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(d) and 15d-15(d) under the Exchange Act) which occurred during the quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.ITEM 9B. OTHER INFORMATION Trading Arrangements During the quarterly period ended December 31, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.Additional Information None.ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. None. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The following table sets forth the name, age and positions of our executive officers and directors as of March 24, 2026. NAME AGE POSITION Richard Proud 45 Chief Executive Officer and Director Justin Vu 41 Chief Financial Officer Michelle Mathews-Spradlin 58 Chair of the Board Scott Cohen 56 Director Alexander Shoghi 43 Director Kenneth W. Gilbert 74 Director The business background and certain other information about our directors and executive officers is set forth below. Richard Proud. Mr. Proud was appointed to serve as the Company's Chief Executive and as a director of the Company's Board of Directors on July 17, 2023. Mr. Proud brings 20 years of leadership experience across cannabis, retail, wholesale, and international selling channels. Prior to joining iAnthus, Mr. Proud was most recently Executive Vice President of Revenue for Curaleaf - a vertically integrated multi-state cannabis operator and served in that role from June 2022 through July 2023. Mr. Proud also held the titles of Senior Vice President of Assortment Planning and Inventory Management and Vice President of Assortment Planning with Curaleaf between September 2020 through June 2022. Prior to joining Curaleaf, Mr. Proud was Head of Planning for Grassroots Cannabis from August 2019 to September 2020, which is when Grassroots Cannabis was acquired by Curaleaf. Prior to that, Mr. Proud held executive level positions for globally recognized consumer retail brands: Abercrombie & Fitch, Hollister, and Garage. Mr. Proud holds a Bachelor of Arts degree from The University of Georgia. The Company believes Mr. Proud is qualified to serve as a director of the Company because of his experience and background as an executive in cannabis and retail operations.Justin Vu. Mr. Vu was appointed to serve as the Company's Interim Chief Financial Officer on April 5, 2024, and the Company's permanent Chief Financial Officer on January 6, 2025. Mr. Vu joined the Company as its Senior Vice President of Finance and Strategy and was in that role since early 2023 until he was appointed the Company's Interim Chief Financial Officer. Prior to joining iAnthus, Mr. Vu worked as a financial consultant, including time with Irwin Naturals, a mass market nutraceutical brand, where he facilitated Irwin’s initial public offering and entrance into the psychedelic mental health care space. Prior to that, Mr. Vu worked within the media and entertainment industry, most recently serving as Director of Global Finance at Warner Bros. Mr. Vu holds a Master of Business Administration degree from UCLA’s Anderson School of Management and a bachelor’s degree in business economics from the University of California, Santa Barbara. He is a Certified Public Accountant in the state of California.Michelle Mathews-Spradlin. From 1993 until her retirement in 2011, Ms. Mathews-Spradlin worked at Microsoft Corporation (Nasdaq: MSFT) (“Microsoft”), where she served as Chief Marketing Officer and previously held several other key leadership positions. Prior to her employment with Microsoft, Ms. Mathews-Spradlin worked in the United Kingdom as a communications consultant for Microsoft from 1989 to 1993. She also held various roles at General Motors Co. from 1986 to 1989. As the CMO and SVP of Microsoft, Ms. Mathews-Spradlin oversaw the company’s global marketing function, including the household brands of Windows, Office, Xbox, Internet Explorer and Bing. Ms. Mathews-Spradlin led Microsoft’s consumer and business-to-business marketing to hundreds of millions of global customers. She was instrumental in driving the growth of Microsoft’s global business by building several of the world’s leading technology brands. As the most senior woman at Microsoft, she was also a strong advocate for female advancement and personally spearheaded the company’s network and mentoring program for female progression at the company. She retired from Microsoft in 2011, after 22 years. Ms. Mathews-Spradlin currently serves on the board of directors of The Wendy’s Company (Nasdaq: WEN) and in addition serves as a board member of several private companies, including Jacana Holdings Inc., The Bouqs Company and The Brand Tech Group (formerly known as You & Mr. Jones). She also previously served as a board member of Brandtech Group. She is also a digital advisory board member for Unilever PLC (NYSE: UL), a member of the board of trustees of the California Institute of Technology and a member of the executive board of the UCLA School of Theater, Film and Television. The Company believes Ms. Mathews-Spradlin is qualified to serve as a director of the Company because of her experience in senior leadership and C-suite positions. Scott Cohen. Mr. Cohen has over 25 years of professional investment experience, including public and private debt and equity securities. Mr. Cohen is currently a consultant to financially troubled companies and stakeholders, and an active investor in turnaround opportunities. Until 2017, Mr. Cohen was with Silver Rock Financial, a large family office, investing in debt and equity investments. Responsibilities included sourcing of both public and private debt, structuring debt securities and loans, and leading activist and restructuring transactions. Prior to Silver Rock Financial, Mr. Cohen was Managing Director and Portfolio Manager at Cerberus Capital Management (“Cerberus”). At Cerberus, Mr. Cohen’s responsibilities included analyzing, investing, and managing of a portfolio of primarily distressed assets. Most of these investments involved activist or control roles, from leading creditor committees to initiating negotiations with borrowers in restructurings. Mr. Cohen also worked closely with the private equity team at Cerberus on several large transactions, focusing on liability management within portfolio companies. Prior to joining Cerberus, Mr. Cohen worked in Merrill Lynch’s distressed debt trading group from 1992 to 1998, analyzing and investing in distressed corporate situations. From 1990 to 1992 he was an investment banker in Merrill’s High Yield Finance and Restructuring Group. Mr. Cohen is a 1990 graduate of Tufts University. The Company believes Mr. Cohen is qualified to serve as a director of the Company because of his experience and background in both private equity and capital markets. Alexander Shoghi. Mr. Shoghi is a Portfolio Manager at Oasis Management, a private investment management firm headquartered in Hong Kong. Mr. Shoghi joined Oasis in 2005, first based in Hong Kong, and subsequently relocating to the U.S. as the founder and manager of Oasis Capital in Austin, Texas in early 2012. From 2004 to 2005, Mr. Shoghi worked at Lehman Brothers in New York City. Mr. Shoghi holds a Bachelor of Science of Business Administration in Finance and International Business degree from Georgetown University. The Company believes Mr. Shoghi is qualified to serve as a director of the Company because of his experience and background in finance. Kenneth W. Gilbert. From October 2012 until his retirement in December 2017, Mr. Gilbert served as the Group Chief Marketing Officer of VOSS of Norway ASA (“VOSS”), a global manufacturer and marketer of premium bottled water. Prior to joining VOSS, Mr. Gilbert founded and served as the President of RazorFocus, a marketing consultant practice, from May 2005 to October 2012. Prior to that time, he served as President and Chief Operating Officer of UniWorld Group, Inc., a multicultural advertising agency in the U.S., from May 2003 to June 2004. From September 1995 to April 2001, Mr. Gilbert worked at Snapple Beverage Corporation (formerly Snapple Beverage Group, Inc.) (“Snapple”) as Senior Vice President and Chief Marketing Officer, where he led marketing efforts to revitalize the brand and assembled four company brands for successful disposition. Prior to his employment with Snapple, Mr. Gilbert served as Group Account Director at the Messner Vetere Berger Carey Schmetterer RSCG advertising agency from July 1991 to August 1995 and as Senior Vice President and Director of Client Services at UniWorld Group, Inc. from February 1989 to June 1991. Mr. Gilbert served on the board of directors of The Wendy’s Company (Nasdaq: WEN) from 2016 to December 2024. In his former roles as Chief Marketing Officer for VOSS and Snapple, Mr. Gilbert oversaw the company’s marketing function, administered multimillion-dollar budgets, directed internal marketing capabilities, and managed the company’s strategic worldwide brand development, expansion, and distribution. During those years he developed in-depth knowledge and expertise in strategic planning, innovative brand revitalization, risk management, advertising conceptualization and public relations, domestic and international operations, and human capital management. Mr. Gilbert also provides valuable and unique insights into consumer brand positioning strategies, new product development, digital and social media platforms and cultivation of brand recognition and value. The Company believes Mr. Gilbert is qualified to serve as a director of the Company because he possesses extensive experience in global brand management, marketing communications, advertising strategy and sustainability/ESG attributable to his overall professional background as a senior marketing executive in the consumer beverage industry. Family Relationships There are no family relationships among any of our executive officers or directors. Arrangements between Officers and Directors Except as set forth in this Annual Report on Form 10-K, to our knowledge, there is no arrangement or understanding between any of our officers or directors and any other person pursuant to which such officer or director was selected to serve as an officer or director of the Company. Involvement in Certain Legal Proceedings We are not aware of any of our directors or officers being involved in any legal proceedings in the past ten years relating to any matters in bankruptcy, insolvency, criminal proceedings (other than traffic and other minor offenses), or being subject to any of the items set forth under Item 401(f) of Regulation S-K. Audit Committee The main function of the audit committee is to oversee our accounting and financial reporting processes, internal systems of control, independent registered public accounting firm relationships and the audits of our financial statements. The committee’s responsibilities include, among other things: •overseeing the work of the external auditors in preparing or issuing the auditor’s report, including the resolution of disagreements between management and the external auditors regarding financial reporting and audit scope or procedures; •determining whether adequate controls are in place over annual and interim financial reporting as well as controls over our assets, transactions, information systems and the creation of obligations, commitments and liabilities; •reviewing our financial statements; •reviewing transactions with related persons; •reviewing all non-audit services which are proposed to be provided by the external auditors to us or any of our subsidiaries; •establishing procedures for complaints received by us regarding accounting matters; and •reviewing the policies and procedures in effect for considering officers’ expenses and perquisites. Pursuant to the terms of the IRA, the audit committee shall be comprised of one nominee designated by each of the First Investor, the Second Investor and the Third Investor. As of December 31, 2025, our audit committee consisted of Scott Cohen, Michelle Mathews-Spradlin and Alexander Shoghi, with Scott Cohen serving as the chair. Our Board of Directors has determined that Scott Cohen qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K. In addition, after reviewing the qualifications of the members of the audit committee and any relationships they may have with us that might affect their independence, the Board has determined that each of Scott Cohen, Michelle Mathews-Spradlin and Alexander Shoghi is independent.Our Board of Directors adopted a written charter for the audit committee, which is available on our website at www.ianthus.com/team/board-committees. Nominating and Corporate Governance Committee Our nominating and corporate governance committee is responsible for, among other things: •developing and recommending criteria for Board membership and recommending Board nominees including reviewing candidates recommended by our shareholders; •recommending committee nominees; •considering matters of corporate governance; •reviewing and advising regarding the functions of our senior officers; and •reviewing succession plans with respect to our officers. Pursuant to the IRA, the nominating and corporate governance committee shall be comprised of such directors as the Board may determine. As of December 31, 2025, our nominating and corporate governance committee consisted of Alexander Shoghi, Kenneth Gilbert, and Scott Cohen, with Alexander Shoghi serving as the chair. After reviewing the qualifications of the members of the nominating and corporate governance committee and any relationships they may have with us that might affect their independence, the Board has determined that Scott Cohen, Alexander Shoghi, and Kenneth Gilbert are independent. Our Board of Directors adopted a written charter for the nominating and corporate governance committee, which is available on our website at www.ianthus.com/team/board-committees. Compensation Committee Our compensation committee is responsible for assessing whether any of our compensation policies or programs has the potential to encourage excessive risk-taking. Furthermore, our compensation committee discharges the responsibilities of the Board in overseeing our compensation policies, plans and programs and to review and determine the compensation to be paid to our executive officers, directors and other senior management, as appropriate. Our compensation committee is responsible for, among other things: •reviewing and approving our compensation and benefit programs, policies and practices; •setting the compensation of our Chief Executive Officer and approving the compensation of the members of our executive leadership team; •establishing and reviewing annual and long-term performance goals and objectives of our Chief Executive Officer; •reviewing the goals approved by our Chief Executive Officer for the members of our executive leadership team and the performance thereof; •reviewing and making recommendations to the Board regarding director compensation; and •overseeing the administration of our cash-based and equity-based compensation plans. Pursuant to the IRA, the compensation committee of the Board shall be comprised of one nominee designated by the Second Investor together with such other directors as the Board may determine. As of December 31, 2025, our compensation committee consisted of Michelle Mathews-Spradlin as Chair, Alexander Shoghi and Kenneth Gilbert. Michelle Mathews-Spradlin, Alexander Shoghi, and Kenneth Gilbert are each a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act and an outside director, as defined pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended. Our Board of Directors adopted a written charter for the compensation committee, which is available on our website at www.ianthus.com/team/board- committees. Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. To our knowledge, based solely upon a review of Forms 3, 4, and 5 filed with the SEC during the fiscal year ended December 31, 2025, we believe that, except as set forth below, our directors, executive officers, and greater than 10% beneficial owners have complied with all applicable filing requirements during the fiscal year ended December 31, 2025:•Richard Proud, our Chief Executive Officer, failed to report one transaction on time on a Form 4.Code of Business Conduct and Ethics We have adopted a written code of business conduct and ethics that applies to our directors and officers. A copy of the code is filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2020. Disclosure regarding any amendments to, or waivers from, provisions of the code of business conduct and ethics that apply to our directors and officers will be included in a Current Report on Form 8-K, which we will file within four business days following the date of the amendment or waiver. Changes in Nominating Procedures None. Insider Trading Policy The Company has adopted a Disclosure, Confidentiality and Insider Trading Policy, which governs, among other matters, the process and timing of the disclosure by the Company of material information, including those Company officials authorized to disclose such information, as well the purchase, sale and other dispositions of the Company’s securities by the Company’s directors, executive officers, significant shareholders and other insiders who regularly receive material information concerning the Company. We believe our Disclosure, Confidentiality and Insider Trading Policy is reasonably designed to promote, among other things, compliance with insider trading laws, rules and regulations.ITEM 11. EXECUTIVE COMPENSATION Summary Compensation TableThe following table sets forth for the years ended December 31, 2025 and 2024, the compensation awarded to, paid to, or earned by, our principal executive officer and two other most highly compensated executive officers. We refer to these officers as our “named executive officers.” Name and Principal Position Year Salary Bonus (1) StockAwards (3) OptionAwards Nonqualifieddeferredcompensationearnings All othercompensation Total Richard Proud 2025 $ 475,000 $ — $ — $ — $ — 55,843 (2) $ 530,843 Chief Executive Officer 2024 $ 475,000 $ 532,000 $ — — — — $ 1,007,000 Justin Vu 2025 $ 300,000 $ — $ — — — — $ 300,000 Chief Financial Officer 2024 $ 169,600 $ 113,400 $ — — — — $ 283,000 Philippe Faraut 2025 $ — $ — $ — — — 4,437 (5) $ 4,437 Former Chief Financial Officer 2024 $ 82,065 — $ — — — 204,766 (4) $ 286,831 Robert Galvin 2025 $ — $ — $ — — — — $ — Former Interim Chief Executive Officer and Former Interim Chief Operating Officer 2024 $ — — $ 306,470 — — 356,901 (4) $ 663,371 (1)Represents payments of discretionary bonuses for performance during the applicable years, which are discretionary payments as determined by the Board, and as further described below Discretionary Bonus Payments.(2)Represents: (i) $42,973 in tax gross-up payments paid in fiscal year 2025 by the Company on behalf of Mr. Proud to satisfy withholding taxes arising from the sale of common shares in 2025 to cover applicable tax obligations relating to the vesting of RSUs during 2024; and (ii) $12,870 representing the difference between (a) the price at which the Company repurchased 9,910,592 common shares from Richard Proud in 2025 and (b) the fair market value of such shares on the date of repurchase. Such sale of common shares occurred in connection with the Company’s correction of an administrative error in 2024, in which an insufficient number of shares were withheld to satisfy tax withholding obligations upon the vesting of RSUs in 2024. In 2025, the Company discovered the error and repurchased the additional shares that should have been withheld at the time of vesting using the 2024 share price applicable at such time. The Company did not intend to provide, and Mr. Proud did not receive, any additional compensation beyond that was originally associated with the 2024 vesting of RSUs, and the repurchase was effected solely to place Mr. Proud in the position he would have been had the appropriate number of shares been withheld at the time of vesting.(3)Represents the aggregate grant date fair value of RSUs granted for the fiscal year ended December 31, 2025 and December 31, 2024 as determined in accordance with ASC Topic 718, rather than the amount paid to or realized by Robert Galvin, Philippe Faraut, Richard Proud or Justin Vu. (4)For 2024, all other compensation for each Robert Galvin and Philippe Faraut includes the following in connection with payments received under the October Separation Agreement (as defined herein) and the Faraut Separation Agreement (as defined herein), and in each case, for the fiscal year ended December 31, 2024: Name SeparationPayment Bonus COBRAPremiums Paid Time Off Total of All OtherCompensation Philippe Faraut $ 175,000 — $ 7,266 $ 22,500 $ 204,766 Robert Galvin $ 350,000 — $ 6,901 $ — $ 356,901 (5) For 2025, all other compensation for Philippe Faraut includes the following in connection with payment received under the Faraut Separation Agreement for the fiscal year ended December 31, 2025: Name SeparationPayment Bonus COBRAPremiums Paid Time Off Total of All OtherCompensation Philippe Faraut $ — — $ 4,437 $ — $ 4,437 Outstanding Equity Awards as of December 31, 2025 The following table provides information regarding option awards held by each of our named executive officers that were outstanding as of December 31, 2025. Option Awards Stock Awards Name Number ofSecuritiesUnderlyingUnexercisedOptions (#)Exercisable Number ofSecuritiesUnderlyingUnexercisedOptions (#)Unexercisable EquityIncentivePlan Awards:Number ofSecuritiesUnderlyingUnexercisedUnearnedOptions (3) OptionExercisePrice ($) OptionExpirationDate Number ofshares orunits ofstock thathave notvested (#) Marketvalueof shares ofunits ofstock thathave notvested ($)(5) Equityincentiveplan awards:Number ofunearnedshares, unitsor otherrights thathave notvested (#) Equityincentiveplan awards:Market orpayout value ofunearnedshares, units orother rightsthat have notvested ($) Richard ProudChief Executive Officer — — — — — 132,141,243 (1) $ 660,706 — — Justin VuChief Financial Officer 8,633,094 (2) $ 43,165 Philippe Faraut, Former Chief Financial Officer — — — — — — $ — — — Robert Galvin, Former Interim Chief Executive Officer and Former Interim Chief Operating Officer 3,938,678 (3) — — US $ 0.051 47,674 — $ — — — Julius Kalcevich, Former Chief Financial Officer 3,938,678 (4) — — US $ 0.051 47,674 — — — — (1)RSUs granted to Richard Proud on August 31, 2023, which will vest in equal annual installments on August 31, 2025 and August 31, 2026. (2)RSUs granted to Justin Vu on June 27, 2023, which will vest in equal annual installments on June 27, 2025 and June 27, 2026.(3)Replacement stock options granted to Robert Galvin on September 21, 2022, which vested in equal installments on July 10, 2021, July 10, 2022, and July 10, 2023(4)Replacement stock options granted to Julius Kalcevich on September 21, 2022, which fully vested in 2022. (5)Market value determined using the closing stock price of $0.005 per share on the last trading day the fiscal year on December 31, 2024.Richard Proud Employment AgreementWe entered into an employment agreement with Richard Proud (the "Proud Employment Agreement") effective as of July 17, 2023, pursuant to which Mr. Proud currently serves as the Chief Executive Officer of the Company. Pursuant to the Proud Employment Agreement, Mr. Proud receives an annual base salary of $475,000. In addition, Mr. Proud is eligible to receive an annual bonus, with the target annual bonus being 100% of Mr. Proud's annual base salary. Mr. Proud's target annual bonus has a minimum of 0% and a maximum of 200%, based upon individual and/or corporate performance criteria established annually by the Board and Mr. Proud; provided, however, 50% of Mr. Proud's target annual bonus is guaranteed for Mr. Proud's first two years of employment. To be eligible to receive the target annual bonus, Mr. Proud must be employed on the bonus payment date. Pursuant to the Proud Employment Agreement, Mr. Proud also received a grant of RSUs with respect to the common shares of the Company equal to 3% of the common shares of the Company outstanding as of the date of the RSU grant. The grant of the RSUs to Mr. Proud are subject to the terms and conditions of the Company's Omnibus Incentive Plan and related equity award agreement. he RSUs will vest in three equal annual installments on the first three anniversaries of the date of grant of such RSUs, contingent on Mr. Proud remaining employed through each vesting date. The RSUs will immediately fully vest upon the consummation of a Change of Control (as defined in the Proud Employment Agreement). Mr. Proud also received a one-time signing bonus equal to $100,000, which was payable within ten (10) days of the effective date of the Proud Employment Agreement. In addition, Mr. Proud will be entitled to receive personal time off benefits under Company’s policies and any other employee benefits pursuant to any benefit plans maintained by the Company in a manner consistent with other similarly situated employees of the Company. He will also be entitled to reimbursement of reasonable and necessary business-related expenses.In the event of a Change of Control of the Company, either while Mr. Proud is employed or during the first 12 months after the Company terminates Mr. Proud's employment without Cause (as defined in the Proud Employment Agreement), or Mr. Proud resigns for Good Reason (as defined in the Proud Employment Agreement), then he shall be entitled to receive the following upon the consummation of the Change of Control: (i) a lump-sum cash payment equal to the sum of (A) 150% of Mr. Proud's then-current base salary and (B) the amount of any target annual bonus paid to Mr. Proud in the 12 months preceding the Change of Control of the Company; (ii) the acceleration of vesting of his RSU grant; (iii) a fully vested grants of RSUs with an aggregate fair market value equal to $475,000, based on the closing public market price per share on the grant date of the Change of Control RSU award, or, in the event that no public market price exists on such date, then as determined by an independent third party accounting or valuation firm acceptable to both the Company and Mr. Proud; and (iv) if Mr. Proud elects continuation coverage pursuant to COBRA under the Company’s group health plan, the Company shall pay Mr. Proud's COBRA premiums for such coverage until the earlier of (A) 18 months following the date of Mr. Proud's termination of employment, or (B) the date upon which Mr. Proud accepts new employment that offers him medical benefits. In the event that the Company terminates Mr. Proud's employment for any reason other than Cause, death or disability, or if Mr. Proud resigns for Good Reason, then he shall be entitled to receive the following: (i) a lump-sum cash payment equal to 100% of Mr. Proud's then-current base salary (provided, that if such termination of employment is less than 180 days after a Change of Control of the Company, then this paragraph shall not apply); (ii) to the extent unvested, Mr. Proud's RSU grant shall be accelerated and become fully vested on the date of termination; and (iii) if Mr. Proud elects continuation coverage pursuant to COBRA under the Company’s group health plan, the Company shall pay Mr. Proud's COBRA premiums for such coverage until the earlier of (A) 12 months following the date of Mr. Proud's termination of employment, or (B) the date upon which Mr. Proud accepts new employment that offers him medical benefits. The foregoing severance benefits are subject to, among other things, Mr. Proud's execution and delivery of a general release of all claims in favor of the Companies and their affiliates and subsidiaries.Justin Vu Employment Agreement On January 6, 2025, we entered into an employment agreement with Justin Vu (the “Vu Employment Agreement”), pursuant to which Mr. Vu currently serves as the Chief Financial Officer of the Company. Pursuant to the Vu Employment Agreement, Mr. Vu receives an annual base salary of $300,000. In addition, Mr. Vu is eligible to receive an annual bonus, with the target annual bonus being 50% of Mr. Vu's annual base salary. Mr. Vu's target annual bonus has a minimum of 0% and a maximum of 200%, based upon individual and/or corporate performance criteria established annually by the Board. To be eligible to receive the target annual bonus, Mr. Vu must be employed on the bonus payment date. Mr. Vu also received a grant of RSUs with respect to the common shares of the Company on June 27, 2023, equal to $180,000. The grant of the RSUs to Mr. Vu are subject to the terms and conditions of the Company's Omnibus Incentive Plan and related equity award agreement. The RSUs will vest in three equal annual installments on the first three anniversaries of the date of grant of such RSUs, contingent on Mr. Vu remaining employed through each vesting date. The RSUs will immediately fully vest upon the consummation of a Change of Control (as defined in the Vu Employment Agreement). In addition, Mr. Vu will be entitled to receive personal time off benefits under Company’s policies and any other employee benefits pursuant to any benefit plans maintained by the Company in a manner consistent with other similarly situated employees of the Company. He will also be entitled to reimbursement of reasonable and necessary business-related expenses.In the event of a Change of Control of the Company, either while Mr. Vu is employed or during the first 12 months after the Company terminates Mr. Vu's employment without Cause (as defined in the Vu Employment Agreement), or Mr. Vu resigns for Good Reason (as defined in the Vu Employment Agreement), then he shall be entitled to receive the following upon the consummation of the Change of Control: (i) a lump-sum cash payment equal to the sum of (A) Mr. Vu's then current base-salary for twelve (12) months and (B) the amount of any annual incentive bonus paid to Mr. Vu in the twelve (12) months preceding the consummation of a Change of Control of the Company and (ii) a fully vested grant of RSUs with an aggregate fair market value equal to $180,000, based on the closing public market price per share on the 30th day after the date of the Change of Control of the Company. In the event that the Company terminates Mr. Vu's employment due to his death or disability, all unvested and outstanding RSUs held by Mr. Vu shall be accelerated and become fully vested on the date of such termination. In the event that the Company terminates Mr. Vu's employment for any reason other than Cause, death or disability, or if Mr. Vu resigns for Good Reason, then he shall be entitled to receive the following: (i) to the extent unvested, all RSUs held by Mr. Vu shall be accelerated and become fully vested on the date of termination; (ii) payment, over a 12 month period, of continuing compensation equal to 6 months of his then base salary (provided that if such termination of employment is less than 180 days after a Change of Control of the Company, then Mr. Vu shall not be entitled to any such payment); and (iv) if Mr. Vu elects continuation coverage pursuant to COBRA under the Company’s group health plan, the Company shall pay Mr. Vu's COBRA premiums for such coverage until the earlier of (A) 12 months following the date of Mr. Vu's termination of employment, or (B) the date upon which Mr. Vu accepts new employment that offers him medical benefits. The foregoing severance benefits are subject to, among other things, Mr. Vu's execution and delivery of a general release of all claims in favor of the Companies and their affiliates and subsidiaries. Separation and Release Agreement - Payments Upon Termination Effective as of the October Resignation Date, Robert Galvin, the Company's then-Interim Chief Operating Officer, resigned from his executive positions, including all positions with the Company's subsidiaries and affiliates. In connection with the resignation, Mr. Galvin and the Company executed the October Separation Agreement, pursuant to which, Mr. Galvin will receive certain compensation and benefits valued to substantially equal the value of entitlements he would have received under Section 4(f) of his employment agreement. Specifically, Mr. Galvin will receive: (i) total cash compensation in the amount of approximately $350,000, which is payable in a lump sum on January 5, 2024; (ii) a grant of RSUs with an aggregate fair market value of $350,000, which shall fully vest on January 4, 2024. Under the terms of the October Separation Agreement, the Company will continue to pay the monthly premium for Mr. Galvin's continued participation in the Company’s health and dental insurance benefits pursuant to COBRA for one year from the October Resignation Date. Mr. Galvin served in a consulting role for three months following the October Resignation Date at a base compensation rate of $25,000 per month.Effective as of the Faraut Resignation Date, Philippe Faraut, the Company's then-Chief Financial Officer, resigned from his executive positions, including all positions with the Company's subsidiaries and affiliates. In connection with the resignation, Mr. Faraut and the Company executed the Faraut Separation Agreement, pursuant to which, Mr. Faraut received certain compensation and benefits valued to substantially equal the value of entitlements he would have received under Section 4(g) of his employment agreement. Specifically, Mr. Faraut received total cash compensation in the amount of approximately $0.2 million, which was payable in equal installments of approximately $25,000 per month over a period of 7 months following the Effective Date (as defined in the Faraut Separation Agreement). Under the terms of the Faraut Separation Agreement, the Company will continue to pay the monthly premium for Mr. Faraut's continued participation in the Company's health and dental insurance benefits pursuant to COBRA for one year from the Faraut Resignation Date. Mr. Faraut served in a consulting role for one month following the Faraut Resignation Date at a base compensation rate of $25,000 per month. Pursuant to the Faraut Separation Agreement, the RSUs granted to Mr. Faraut on November 23, 2022 and May 17, 2023 accelerated and fully vested upon satisfactory completion of Mr. Faraut's consulting services. Further, the RSUs granted to Mr. Faraut on September 1, 2023 and November 15, 2023 were forfeited as of the Faraut Resignation Date. No amounts are owed as of December 31, 2025 and 2024.Equity Grant Practices We adopted the Company’s Omnibus Incentive Plan dated October 15, 2018, which was approved by our shareholders at our annual general and special meeting held on November 26, 2018. Pursuant to the Omnibus Incentive Plan, we can grant stock options, stock appreciation rights, restricted stock, restricted stock units, deferred stock units, annual or long-term performance awards or other stock-based awards. On February 1 of each calendar year during the term of an executive employment agreement or the first day thereafter that we are permitted to make option grants to our executives, such executives receive grants of both time vested options and performance options. These equity grants may be granted as either stock options or restricted stock units. On December 31, 2021 and June 23, 2022, our Board of Directors approved the terms of a Long-Term Incentive Program recommended by our compensation committee and, pursuant to which, on July 26, 2022, we issued certain of our employees (including executive officers) an aggregate of 320,165,409 RSUs under our Omnibus Incentive Plan in order to attract and retain such employees. All of our existing warrants and options were cancelled, and our common shares may be consolidated pursuant to a consolidation ratio which has yet to be determined. Discretionary Bonus Payments Pursuant to the terms of the executive employment agreements described above, the Company, through the Board, has the discretion to determine the amounts of the annual incentive bonus payments which executives may receive. The Board has not yet determined an amount, if any, of Mr. Proud's or Mr. Vu's 2025 annual bonus.Regular Benefits To the extent eligible under the applicable plans and programs, an executive and an executive’s family are entitled to participate in the Company’s medical, dental, and vision plans. Director Compensation The following table presents the total compensation for each person who served as a non-employee member of our Board of Directors and received compensation for such service during the fiscal year ended December 31, 2025. Mr. Proud, who is an employee director, is not entitled to receive any additional compensation for his service as a member of our Board of Directors. We did not pay any compensation, make any equity awards or non-equity awards to, or pay any other compensation to any of the non-employee members of our Board of Directors in 2025. Name Fees earned orpaid in cash (s) Stock Awards (1) Total ($) Michelle Mathews-Spradlin $ 140,000 (2) $ 165,000 (3) $ 305,000 Kenneth Gilbert $ 50,000 (4) $ 165,000 (5) $ 215,000 Scott Cohen $ 70,000 (6) $ 165,000 (7) $ 235,000 Alexander Shoghi — $ 227,500 (8) $ 227,500 (1)Amounts reported represent the aggregate grant date fair value for option awards granted in each respective year in accordance with ASC Topic 718, excluding the effect of forfeitures. See Note 10 “Share Capital” in the Notes to the Company’s Consolidated Financial Statements for the fiscal year ended 2025 included in this Form 10-K for the year ended 2025 for more information regarding the Company’s accounting for share-based compensation plans. The amounts shown in the Director Compensation Table above do not represent the actual value realized by each Director. RSUs Outstanding As of December 31, 2024 Michelle Mathews-Spradlin $ 39,875,000 Kenneth Gilbert $ 44,090,687 Scott Cohen $ 39,875,000 Alexander Shoghi $ 54,979,167 (2)Represents annual cash retainers totaling $140,000 ($50,000 annual retainer, $75,000 annual retainer as Chair of the Board and $15,000 retainer as Chair of the Compensation Committee). (3)On December 1, 2025, Michelle Mathews-Spradlin was issued 33,673,469 RSUs, valued at $165,000 based on the Company’s closing stock price on November 30, 2025, the date immediately preceding the grant, all of which vest on December 1, 2026.(4)Represents annual cash retainer equal to $50,000.(5)On December 1, 2025, Kenneth Gilbert was issued 33,673,469 RSUs, valued at $165,000 based on the Company’s closing stock price on November 30, 2025, the date immediately preceding the grant, all of which vest on December 1, 2026.(6)Represents annual cash retainers totaling $70,000 ($50,000 annual retainer and $20,000 annual retainer as Chair of the Audit Committee)(7)On December 1, 2025, Scott Cohen was issued 33,673,469 RSUs, valued at $165,000 based on the Company’s closing stock price on November 30, 2025, the date immediately preceding the grant, all of which vest on December 1, 2026.(8)On December 1, 2025, Alexander Shoghi was issued 46,428,571 RSUs, valued at $227,500 based on the Company’s closing stock price on November 30, 2025, the date immediately preceding the grant, all of which vest on December 1, 2026. Mr. Shoghi elected to receive RSUs equal to, and in lieu of, the cash Board fees he otherwise would have been entitled, and accordingly, of the $227,500 in RSUs issued to Mr. Shoghi, $62,500 (or 12,500,000 RSUs) is attributable to Mr. Shoghi’s annual Board retainers ($50,000 annual retainer and $12,500 annual retainer as Chair of the Nominating and Corporate Governance Committee). Non-Employee Director Compensation Program Our current director compensation program is designed to align our director compensation program with the long-term interests of our stockholders by implementing a program comprised of cash and equity compensation. In setting director compensation, we consider the amount of time that directors expend in fulfilling their duties to the Company as well as the skill level and experience required by our Board. We also consider board compensation practices at similarly situated companies, while keeping in mind the compensation philosophy of us and the stockholders’ interests. The directors also receive reimbursement for expenses, including reasonable travel expenses to attend board and committee meetings, reasonable outside seminar expenses, and other special board-related expenses. Non-Employee Directors of Investors Pursuant to the terms of the IRA, each director that is not an employee of any of the Investors (each, a “Non-Investor Director”) is entitled to director compensation. Each Non-Investor Director is paid: (i) a one-time equity grant of $100,000, payable in the form of RSUs, which vest immediately; (ii) an annual cash retainer (the “Annual Retainer”) of $50,000, to be satisfied in the form of RSUs in lieu of cash for the first year of each Non-Investor Director’s service on the Board; and (iii) an annual equity grant of $165,000 payable in the form of RSUs. A Non-Investor Director acting as the chair of the audit committee of the Board is paid an annual cash retainer (the “Audit Chair Retainer”) of $20,000, satisfied in the form of RSUs in lieu of cash for the first year of the Non-Investor Director’s service as chair of the audit committee. A Non-Investor Director acting as the chair of the compensation committee of the Board is paid an annual cash retainer (the “Compensation Chair Retainer”) of $15,000, satisfied in the form of RSUs in lieu of cash for the first year of the Non-Investor Director’s service as chair of the compensation committee. A Non-Investor Director acting as the chair of the nominating and corporate governance committee of the Board is paid an annual cash retainer (the “Governance Chair Retainer”) of $12,500, satisfied in the form of RSUs in lieu of cash for the first year of the Non-Investor Director’s service as chair of the nominating and corporate governance committee. A Non-Investor Director acting as chair of the Board is paid an annual cash leadership retainer (the “Leadership Retainer”) of $75,000, satisfied in the form of RSUs in lieu of cash for the first year of the Non-Investor Director’s year of service as chair of the Board. Pursuant to the terms of the IRA, each director that is an employee of any of the Investors (each, an “Investor Director”) is not entitled to receive any director compensation. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth certain information regarding beneficial ownership of shares of our common shares as of March 19, 2026 by (i) each person known to beneficially own more than 5% of our outstanding common shares, (ii) each of our directors, (iii) each of our named executive officers and (iv) all of our directors and named executive officers as a group. Except as indicated in footnotes to this table, we believe that the shareholders named in this table have sole voting and investment power with respect to all shares of common stock shown to be beneficially owned by them, based on information provided to us by such shareholders, subject to community property laws, where applicable. Beneficial Owner(1) Shares of CommonStock Beneficially Owned Percentage (2) Directors and Named Executive Officers: Richard Proud 72,875,894 (3) * Justin Vu 4,973,563 (4) * Michelle Mathews-Spradlin 47,816,178 (5) * Scott Cohen 46,443,629 (6) * Kenneth Gilbert 1,960,785 (7) * Alexander Shoghi 64,424,885 (8) * All Executive Officers and Directors as a Group (6 persons) 238,494,934 * 5% or Greater Shareholders: Parallax Master Fund, LP(9) 369,665,259 5.30 % Jason Adler(10) 2,598,704,326 (11) 37.27 % Senvest Management, LLC(12) 1,074,406,901 (13) 15.41 % Oasis Investments II Master Fund Ltd.(14) 1,279,055,833 18.34 % * Represents beneficial ownership of less than 1%. (1)Unless otherwise indicated, the address of each person is c/o iAnthus Capital Holdings, Inc., 214 King Street West, Suite 400, Toronto, Ontario M5H 3S6. (2)The calculation in this column is based upon 6,972,551,786 common shares outstanding on March 19, 2026. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to the subject securities. Common shares that may be acquired by an individual or group within 60 days of March 21, 2026, pursuant to the exercise of options or warrants, vesting of common shares or conversion of convertible debt, are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table. (3)Represents 72,875,894 common shares. Excludes 66,070,622 common shares underlying unvested restricted stock units. (4)Represents 4,973,563 common shares. Excludes 4,316,547 common shares underlying unvested restricted stock units. (5)Represents 47,816,178 common shares. Excludes 33,673,469 common shares underlying unvested restricted stock units. (6)Represents 46,443,629 common shares. Excludes 33,673,469 common shares underlying unvested restricted stock units. (7)Represents 1,960,785 common shares. Excludes 77,764,156 common shares underlying unvested restricted stock units. (8)Represents 64,424,885 common shares. Excludes 46,428,571 common shares underlying unvested restricted stock units. (9)William Bartlett is the Managing Member of Parallax Master Fund, LP and in such capacity has the right to vote and dispose of the securities held by such entity. The address of Parallax Master Fund, LP is 88 Kearny Street, 20th Floor, San Francisco, CA 94108. (10)Jason Adler is the Managing Member of Gotham Green Credit Partners GP I, LLC, Gotham Green GP 1, LLC, Gotham Green GP II, LLC and Gotham Green Partners SPV V GP, LLC. Gotham Green Credit Partners GP I, LLC is the General Partner of Gotham Green Credit Partners SPV 1, LP. Gotham Green GP 1, LLC is the General Partner of Gotham Green Fund 1, LP and Gotham Green Fund 1 (Q), LP. Gotham Green GP II, LLC is the General Partner of Gotham Green Fund II (Q), LP and Gotham Green Fund II, LP. Gotham Green Partners SPV V GP, LLC is the General Partner of Gotham Green Partners SPV V, LP. (11)Represents (i) 125,585,311 common shares held by Gotham Green Fund 1, L.P.; (ii) 502,419,744 common shares held by Gotham Green Fund 1(Q), L.P.; (iii) 61,824,757 common shares held by Gotham Green Fund II, L.P.; (iv) 359,610,209 common shares held by Gotham Green Fund II (Q), L.P.; (v) 934,167,928 common shares held by Gotham Green Credit Partners SPV 1, L.P.; and (vi) 615,096,377 common shares held by Gotham Green Partners SPV V, L.P. (12)Senvest Management, LLC serves as the investment manager to Senvest Master Fund, LP and Senvest Global (KY), LP (collectively, the “Investment Vehicles”), with respect to the common shares held by the Investment Vehicles. Richard Mashaal serves as the Managing Member of Senvest Management, LLC, with respect to the common shares held by the Investment Vehicles. Senvest Management, LLC may be deemed to beneficially own the securities held by the Investment Vehicles by virtue of Senvest Management LLC’s position as Investment Manager of each of the Investment Vehicles. Mr. Mashaal may be deemed to beneficially own the securities held by the Investment Vehicles by virtue of Mr. Mashaal’s status as the Managing Member of Senvest Management, LLC. (13)Represents: (i) 946,501,317 common shares held by Senvest Master Fund, LP; and (ii) 127,905,584 common shares held by Senvest Global (KY), LP. (14)Seth Fisher is responsible for the supervision and conduct of all investment activities of Oasis Management Company Ltd. (the “Investment Manager”), including all investment decisions with respect to the assets of Oasis Investments II Master Fund Ltd., with respect to the common shares held by Oasis Investments II Master Fund Ltd. The address of the business office of Mr. Fischer is c/o Oasis Management (Hong Kong), 25/F, LHT Tower, 31 Queen’s Road Central, Central, Hong Kong. The address of the business office of each of Oasis Management and the Oasis II Fund is Ugland House, PO Box 309 Grand Cayman, KY1-1104, Cayman Islands. Securities Authorized for Issuance Under Equity Compensation Plans The following table summarizes information about our equity compensation plans as of December 31, 2025. Plan Category Number ofsecurities to beissued uponexercise ofoutstandingoptions, warrantsand rights (a) Weighted averageexercise price ofoutstanding options,warrants and rights Number of securitiesremaining availablefor future issuanceunder equitycompensation plans(excluding securitiesreflected incolumn (a)) Equity compensation plans approved by security holder 274,801,658 $ 0.05 1,119,708,699 Equity compensation plans not approved by security holder — — — Total 274,801,658 1,119,708,699 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The following includes a summary of transactions during our fiscal years ended December 31, 2025 and December 31, 2024 to which we have been a party, including transactions in which the amount involved in the transaction exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other arrangements, which are described elsewhere in this Annual Report on Form 10-K. We are not otherwise a party to a current related party transaction and no transaction is currently proposed, in which the amount of the transaction exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years and in which a related person had or will have a direct or indirect material interest. Gotham Green Partners, LLC (“GGP”) invested $14.7 million through the Interim Financing during the year ended December 31, 2020 and during the year ended December 31, 2021, GGP, Senvest Master Fund, LP, Oasis Investments II Master Fund LTD and Hadron Healthcare and Consumer Special Opportunities Master Fund invested an aggregate of $5.5 million, $2.1 million, $2.5 million and $0.1 million, respectively, through the Senior Secured Bridge Notes. On the Closing Date, we closed the Recapitalization Transaction pursuant to which the outstanding principal amount of the Secured Notes (including the Interim Financing) together with interest accrued and fees thereon were forgiven in part and exchanged for (A) the Secured Lender Shares, (B) June Secured Debentures and (C) June Unsecured Debentures and the outstanding principal amount of the Unsecured Debentures together with interest accrued and fees thereon were forgiven in part and exchanged for (A) the Unsecured Lender Shares and (B) June Unsecured Debentures. As a result of closing the Recapitalization Transaction, GGP and Parallax Master Fund, LP, were issued the June Secured Debentures in the principal amount of $84.4 million and $12.1 million, respectively, and 2,568,047,188 and 369,665,259 common shares, respectively. In addition, we issued June Unsecured Debentures as follows: $4.2 million to GGP, $0.6 million to Parallax Master Fund, LP, $1.3 million to Hi-Med, $5.3 million to Senvest Master Fund, LP, $6.3 million to Oasis Investments II Master Fund LTD and $2.3 million to Hadron Healthcare and Consumer Special Opportunities Master Fund, respectively. We also issued GGP, Parallax Master Fund, LP, Senvest Master Fund, LP, Oasis Investments II Master Fund LTD and Hadron Healthcare and Consumer Special Opportunities Master Fund 2,568,047,188, 369,665,259, 936,189,371, 1,265,120,771 and 455,443,478 common shares, respectively. Further during the year ended December 31, 2022, GGP, Senvest Master Fund, LP, Oasis Investments II Master Fund LTD and Hadron Healthcare and Consumer Special Opportunities Master Fund invested aggregate of $12.5 million, $4.8 million, $5.7 million and $2.0 million, respectively, which were evidenced through the issuance of Additional Secured Debentures. As of December 31, 2025, the outstanding principal balance of the June Secured Debentures and Additional Secured Debentures were $132.3 million and $33.2 million, respectively (December 31, 2024 — $122.1 million and $30.6 million, respectively). The outstanding principal balance of the June Unsecured Debentures as of December 31, 2025 was $26.5 million (December 31, 2024 — $24.4 million). As of December 31, 2025, the outstanding principal balance on the Senior Secured Bridge Notes was $8.5 million (December 31, 2024 —$16.0 million). Pursuant to the terms of the Secured DPA, the Company has a related party payable of $6.3 million due to certain of the New Secured Lenders, including GGP, Oasis Investment Master II Fund LTD., Senvest Global (KY), LP, Senvest Master Fund, LP and Hadron Healthcare and Consumer Special Opportunities Master Fund for certain out-of-pocket costs, charges, fees, taxes and other expenses incurred by the New Secured Lenders in connection with the closing of the Recapitalization Transaction (the “Deferred Professional Fees”). The Company had until December 31, 2022 to pay the Deferred Professional Fees ratably based on the amount of each New Secured Lender’s Deferred Professional Fees. The Deferred Professional Fees accrued simple interest at the rate of 12.0% from the Closing Date until December 31, 2022. Beginning with the first business day of the month following December 31, 2022, interest began accruing on the Deferred Professional Fees at the rate of 20% calculated on a daily basis and is payable on the first business day of every month until the Deferred Professional Fees and accrued interest thereon is paid in full. As of December 31, 2025, the outstanding related party portion of the Deferred Professional Fees including accrued interest was $2.2 million (December 31, 2024 – $9.2 million). Independence of the Board of Directors Our Board of Directors is comprised of Scott Cohen, Michelle Mathews-Spradlin, Kenneth Gilbert, Alexander Shoghi, and Richard Proud. We have determined that each of Scott Cohen, Michelle Mathews-Spradlin, Kenneth Gilbert is deemed to be independent within the meaning of the CSE Guide and applicable Canadian regulations. In addition, although our common shares are not listed on any U.S. national securities exchange, for purposes of independence we use the definition of independence applied by The Nasdaq Stock Market to determine which directors are “independent” in accordance with such definition and have determined that each of Scott Cohen, Michelle Mathews-Spradlin, Kenneth Gilbert are independent under the definition of independence applied by The Nasdaq Stock Market. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICESThe following table sets forth the aggregate fees billed by as described below: 2025 2024 Audit Fees $ 985,569 $ 1,068,955 Audit Related Fees — — Tax Fees — — All Other Fees — — Total $ 985,569 $ 1,068,955 Audit Fees: Audit fees consist of fees for audit services on an accrued basis. Audit-Related Fees: Audit-related fees are fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit of the financial statements. Tax Fees: Tax fees are fees for professional services rendered for tax compliance, tax advice and tax planning. All Other Fees: All other fees are fees billed by the auditor for products and services not included in the foregoing categories. Pre-Approval Policies and Procedures In accordance with the Sarbanes-Oxley Act, our audit committee charter requires the audit committee to pre-approve all audit and permitted non-audit services provided by our independent registered public accounting firm, including the review and approval in advance of our independent registered public accounting firm’s annual engagement letter and the proposed fees contained therein. The audit committee has the ability to delegate the authority to pre-approve non-audit services to one or more designated members of the audit committee. If such authority is delegated, such delegated members of the audit committee must report to the full audit committee at the next audit committee meeting all items pre-approved by such delegated members. In the fiscal years ended December 31, 2025 and 2024 all of the services performed by our independent registered public accounting firm were pre-approved by the audit committee. PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a) The following documents are filed as part of this report: (1)Financial Statements: Page Index to Consolidated Financial Statements: 64 Consolidated Financial Statements: Report of the Independent Registered Public Accounting Firm 65 Consolidated Balance Sheets as of December 31, 2025 and 2024 66 Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024 67 Consolidated Statements of Shareholders’ Equity for the Years ended December 31, 2025 and 2024 68 Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 69 Notes to the Consolidated Financial Statements for the Years Ended December 31, 2025 and 2024 70 The consolidated financial statements required by this Item are included beginning at page 65. (1)Financial Statement Schedules: All financial statement schedules have been omitted because they are not applicable, not required or the information required is shown in the consolidated financial statements or the notes thereto. (b) Exhibits The following documents are included as exhibits to this report. Exhibit No. Title of Document 3.1 Articles of iAnthus Capital Holdings, Inc. (Incorporated by reference to Exhibit 3.1 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 4.1* Description of the Registrant’s Securities 10.1+ Amended and Restated Omnibus Incentive Plan Dated October 15, 2018 (Incorporated by reference to Exhibit 10.1 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.2+ Second Amended and Restated Secured Debenture Purchase Agreement dated July 10, 2020 by and among iAnthus Capital Holdings, Inc., iAnthus Capital Management, LLC, the lenders a party thereto, the credit parties a party thereto and Gotham Green Admin 1, LLC, as collateral agent (Incorporated by reference to Exhibit 10.2 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.3+ Employment Agreement between the Company and Richard C. Proud (Incorporated by reference to Exhibit 10.1 to iAnthus’ Quarterly Report on Form 10-Q filed with the SEC on August 14, 2023) 10.4 Form of Warrant for March and May 2019 Private Placements (Incorporated by reference to Exhibit 10.8 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.5 Form of Warrant for May 2018 and September and December 2019 Private Placements (Incorporated by reference to Exhibit 10.9 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.6 Form of Warrant for MPX Private Placement dated January 19, 2017 (Incorporated by reference to Exhibit 10.10 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.7 Form of Warrant for MPX October 2017 and January 2020 Private Placements (Incorporated by reference to Exhibit 10.11 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.8 Form of Warrant for MPX Private Placement dated March 2, 2018 (Incorporated by reference to Exhibit 10.12 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.9 Form of Warrant for MPX Private Placement dated December 20, 2018 (Incorporated by reference to Exhibit 10.13 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.10 Form of Warrant for MPX June 2018 and January 2019 Private Placements (Incorporated by reference to Exhibit 10.14 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.11 Form of Warrant for MPX Private Placement dated January 4, 2019 (Incorporated by reference to Exhibit 10.15 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.12 Form of Warrant for MPX Private Placement dated January 17, 2018 (Incorporated by reference to Exhibit 10.16 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.13# Third Amended and Restated Secured Debenture Purchase Agreement dated June 24, 2022 by and among the Company, iAnthus Capital Management, LLC, the other Credit Parties party thereto, Gotham Green Admin 1, LLC, as Collateral Agent, and the lenders party thereto (Incorporated by reference to Exhibit 10.1 to iAnthus’ Current Report on Form 8-K filed with the SEC on June 30, 2022) 10.14# Unsecured Debenture Agreement dated June 24, 2022 by and among the Company, as guarantor, iAnthus Capital Management, LLC and the holders of all of the Company’s 8% unsecured debentures (Incorporated by reference to Exhibit 10.2 to iAnthus’ Current Report on Form 8-K filed with the SEC on June 30, 2022) 10.15 Form of 8.0% Senior Secured Debenture (Incorporated by reference to Exhibit 10.3 to iAnthus’ Current Report on Form 8-K filed with the SEC on June 30, 2022) 10.16 Form of 8.0% Senior Unsecured Debenture (Incorporated by reference to Exhibit 10.4 to iAnthus’ Current Report on Form 8-K filed with the SEC on June 30, 2022) 10.17# Registration Rights Agreement dated June 24, 2022 by and among the Company, iAnthus Capital Management, LLC and certain holders (Incorporated by reference to Exhibit 10.5 to iAnthus’ Current Report on Form 8-K filed with the SEC on June 30, 2022) 10.18# Investor Rights Agreement dated June 24, 2022 by and among the Company, iAnthus Capital Management, LLC and certain investors (Incorporated by reference to Exhibit 10.6 to iAnthus’ Current Report on Form 8-K filed with the SEC on June 30, 2022) 10.19+ Employment Agreement by and between iAnthus Capital Management, LLC, including iAnthus Capital Holdings, Inc. and all of its subsidiaries, and Justin Vu dated January 6, 2025 (Incorporated by reference to Exhibit 10.27 to iAnthus’ Form 10 filed with the SEC on March 24, 2025) 10.20+* Fourth Amendment to the Senior Secured Bridge Notes between iAnthus New Jersey, LLC and the holders hereto dated January 28, 2026 14.1 Code of Business Conduct and Ethics (Incorporated by reference to Exhibit 14.1 to iAnthus’ Annual Report on Form 10-K filed with the SEC on April 1, 2021) 19.1* Insider Trading Policy 21.1* Subsidiaries 23.1* Consent of PKF O’Connor Davies, LLP 31.1* Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1* Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 32.2* Certification of the Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 101.INS* Inline XBRL Instance Document – the instance document does not appear in the interactive Data File as its XBRL tags are embedded within the inline XBRL document 101. SCH* Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents 104* Cover page formatted as Inline XBRL and contained in Exhibit 101 * Filed herewith. + Management contract or compensatory plan or arrangement. # Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit were omitted by means of marking such portions with an asterisk because the identified confidential portions (i) are not material and (ii) the Company customarily and actually treats that information as private or confidential. Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the Securities and Exchange Commission. ITEM 16. FORM 10-K SUMMARY None. SIGNATURES Pursuant to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on this 27th day of March, 2026. IANTHUS CAPITAL HOLDINGS, INC. /s/ Richard Proud Richard Proud Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements of the Securities Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Richard Proud Chief Executive Officer March 27, 2026 Richard Proud (Principal Executive Officer) /s/ Justin Vu Chief Financial Officer March 27, 2026 Justin Vu (Principal Financial and Accounting Officer) /s/ Michelle Mathews-Spradlin Chair of the Board March 27, 2026 Michelle Mathews-Spradlin /s/ Scott Cohen Director March 27, 2026 Scott Cohen /s/ Kenneth Gilbert Director March 27, 2026 Kenneth Gilbert /s/ Alexander Shoghi Director March 27, 2026 Alexander Shoghi

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Maryland, USA

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Fall River Development Company, LLC

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Massachusetts, USA 100%IMT, LLC (1) Massachusetts, USA 100%Mayflower Medicinals, Inc. Massachusetts, USA 100%Pilgrim Rock Management, LLC Massachusetts, USA 100%CGX Life Sciences, Inc. ("CGX") (1) Nevada, USA 100%GreenMart of Nevada NLV, LLC (GMNV) (1) Nevada, USA 100%GTL Holdings, LLC New Jersey, USA 100%iA CBD, LLC (“iA CBD”) New Jersey, USA 100%iAnthus New Jersey, LLC New Jersey, USA 100%MPX New Jersey, LLC (1) New Jersey, USA 100%Citiva Medical, LLC (“Citiva”) New York, USA 100%iAnthus Empire Holdings, LLC New York, USA 100%iAnthus Kentucky, LLC Kentucky, USA 100%iAnthus Delaware, LLC Delaware, USA 100%Cheetah Brand, LLC Delaware, USA 100% (1)Entities acquired as a part of the MPX Bioceutical Corporation (“MPX”) acquisition on February 5, 2019 (the “MPX Acquisition”). During the year ended December 31, 2024, the Company dissolved iAnthus Northern Nevada, LLC, Ambary, LLC and Pakalolo, LLC.(e) Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and judgements that affect the application of accounting policies and the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations regarding future events that are believed to be reasonable under the circumstances. Actual results may differ significantly from these estimates. Significant estimates made by management include, but are not limited to: economic lives of leased assets; inputs used in the valuation of inventory; allowances for expected credit losses on accounts receivable, provisions for inventory obsolescence; impairment assessment of long- lived assets; depreciable lives of property, plant and equipment; useful lives of intangible assets; accruals for contingencies including tax contingencies; valuation allowances for deferred income tax assets; uncertain tax positions; estimates of fair value of identifiable assets and liabilities acquired in business combinations; estimates of fair value of derivative instruments; and estimates of the fair value of stock-based payment awards. (f) Cash and Restricted Cash For purposes of the consolidated balance sheets and the statements of cash flows, cash includes cash and restricted cash amounts held primarily in U.S. dollars. Restricted cash balances are those which meet the definition of cash but are not available for use by the Company. As of December 31, 2025, the Company held $0.2 million as restricted cash (December 31, 2024 — $0.6 million). The following table summarizes a reconciliation of cash and restricted cash reported within the consolidated balance sheets to such amounts presented in the statements of cash flows: December 31, 2025 December 31, 2024 Cash $ 11,650 $ 18,543 Restricted cash 220 556 Total cash and restricted cash presented in the statements of cash flows $ 11,870 $ 19,099 (g) Accounts Receivable The Company assesses its accounts receivables for expected credit losses resulting from the potential uncollectability of specific customer balances, based upon a review of the customer’s creditworthiness and past collection history. The loss-rate method is used to estimate potential losses by applying an estimated loss rate to customer balances to determine the allowance for credit losses. For trade accounts receivable deemed as uncollectible, and arose from the sale of goods or services, the Company will write off the specific balance against the allowance for expected credit losses when it is known that a provided amount will not be collected.(h) Inventories Inventory is comprised of supplies, raw materials, finished goods and work-in-process such as harvested cannabis plants and by-products to be harvested. Inventory is valued at the lower of cost, determined on standard cost which approximates weighted average costing, and net realizable value. The direct and indirect costs of inventory initially include the costs to cultivate the harvested plants at the time of harvest. They also include subsequent costs such as materials, labor, and overhead involved in processing, packaging, labeling, and inspection to turn raw materials into finished goods. All direct and indirect costs related to inventory are capitalized as they are incurred and are subsequently recorded within costs and expenses applicable to revenues on the consolidated statements of operations at the time of sale. Net realizable value is determined as the estimated selling price less a reasonable estimate of the costs of completion, disposal, and transportation. The Company reviews inventory for obsolete, redundant and slow-moving goods and any such inventories are written down to net realizable value. Factors considered in determining obsolescence include, but are not limited to, slow-moving inventory or products that can no longer be marketed. As such, any identified slow moving and/or obsolete inventory is written down to its net realizable value through costs and expenses applicable to revenues on the consolidated statements of operations. (i) Investments The Company currently accounts for its equity-accounted investments using the equity method of accounting in accordance with Accounting Standards Codification (“ASC”) Topic 323 Investments. Investments are initially recognized at cost. Subsequent to initial recognition, the carrying value of the Company’s investments are adjusted for the Company’s share of income or loss and distributions each reporting period. The carrying value of the Company’s investments are assessed for indicators or impairment at each balance sheet date. The Company applies fair value accounting for its other investments recognized as financial assets that are disclosed at fair value in the financial statements on a recurring basis. Fair value is defined as the price that would be received from selling an asset in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets that are required to be recorded at fair value, the Company considers all related factors of the asset by market participants in which the Company would transact and the market-based risk measurements or assumptions of market participants. (j) Property, Plant and Equipment Property, plant and equipment are recorded at historical cost net of accumulated depreciation, write-downs and impairment losses. Depreciation is calculated on a straight-line basis over the estimated useful life as follows: Buildings 20 - 25 years Leasehold improvements over the shorter of the initial term of the underlying lease plus any reasonably assured renewal terms, and the useful life of the asset Production equipment 5 years Processing equipment 5 years Sales equipment 3 - 5 years Office equipment 3 - 5 years Land not depreciated Construction in progress not depreciated When significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items or components of property, plant and equipment and each major component is assigned an appropriate useful life. Gains and losses on disposal of an item are determined by comparing the proceeds from disposal with the carrying amount of the item and are recognized in profit or loss. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the respective accounts and any related gain or loss is recognized in the consolidated statements of operations. Maintenance and repairs are charged to expense as incurred. Significant expenditures, which extend the useful lives of assets or increase productivity, are capitalized. Construction in progress includes construction progress payments, deposits, engineering costs, and other costs directly related to the construction of cultivation, processing or dispensary facilities. Expenditures are capitalized during the construction period and construction in progress is transferred to the appropriate class of property, plant and equipment when the assets are available for use, at which point the depreciation of the asset commences. The Company reviews the carrying values of its property, plant and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group might not be recoverable. Assets are grouped at the lowest level for which identifiable cash flows are largely independent when testing for, and measuring for, impairment. In performing its review of recoverability, the Company estimates the future cash flows expected to result from the use of the asset or asset group and its eventual disposition. If the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset or asset group, an impairment loss is recognized in the consolidated statements of operations. Measurement of the impairment loss is based on the excess of the carrying amount of the asset or asset group over the fair value calculated using discounted expected future cash flows. A liability for the fair value of an asset retirement obligation associated with the retirement of tangible long-lived assets and the associated asset retirement costs are recognized in the period in which the liability and costs are incurred if a reasonable estimate of fair value can be made using a discounted cash flow model. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset and subsequently amortized over the asset’s useful life. The liability is accreted over the period of expected cash outflows. The Company does not have any asset retirement obligations as of December 31, 2025 and 2024.(k) LeasesThe Company leases some items of property, plant and equipment, office, cultivation, processing and dispensary space. On the lease commencement date, a lease is classified as a finance lease or an operating lease based on the classification criteria of the lease guidance under U.S. GAAP. As of January 1, 2019, the Company adopted Financial Accounting Standard Board (“FASB”) ASC Topic 842 Leases (“ASC 842”) and applied the lease classification criteria contained therein for any new leases. Upon adoption of ASC 842, the Company recorded right-of-use (“ROU”) assets for all of its leased assets classified as operating leases. The ROU assets were computed as the present value of future minimum lease payments, including additional payments resulting from a change in an index such as a consumer price index or an interest rate, plus any prepaid lease payments minus any lease incentives received. A lease liability was also recorded at the same time. No ROU asset is recorded for leases with a lease term, including any reasonably assured renewal terms, of 12 months or less. Upon adoption of ASC 842, the Company also recorded lease liabilities computed as the present value of future minimum lease payments, including additional payments resulting from a change in an index or an interest rate. Lease liabilities are amortized using the effective interest method. Amortization on the ROU asset is calculated as the difference between the expected straight-line rent expense over the lease term less the accretion on the lease liability. (l) Intangible Assets Intangible assets with a finite life are recorded at cost and are amortized on a straight-line basis over their estimated useful lives. Intangible assets with an indefinite life are not amortized and are assessed annually for impairment, or more frequently if indicators of impairment arise. The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. The Company capitalizes certain internal-use software development costs, consisting primarily of contractor costs and employee salaries and benefits allocated to the software. Capitalization of costs incurred in connection with internally developed software commences when both the preliminary project stage is completed and management has authorized further funding for the project, based on a determination that it is probable the project will be completed and used to perform the function intended. Capitalization of costs ceases no later than the point at which the project is substantially complete and ready for its intended use. All other costs are expensed as incurred. Amortization is calculated on a straight-line basis over three years. Costs incurred for enhancements that are expected to result in additional functionalities are capitalized.Intangible assets mainly comprise of licenses acquired in business combinations. Licenses are amortized over 15 years, which reflects the useful lives of the assets. Trademarks are amortized over 7 to 15 years, and all other intangible assets with a finite life are amortized over 1 to 5 years. The Company reviews the carrying values of its intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group might not be recoverable. Assets are grouped at the lowest level for which identifiable cash flows are largely independent when testing for, and measuring for, impairment. In performing its review for recoverability, the Company estimates the future cash flows expected to result from the use of the asset or asset group and its eventual disposition. If the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset or asset group, an impairment loss is recognized in the consolidated statements of operations. Measurement of the impairment loss is based on the excess of the carrying amount of the asset or asset group over the fair value calculated using discounted expected future cash flows. (m) GoodwillGoodwill represents the excess of the purchase price paid for the acquisition of an entity over the fair value of the net tangible and intangible assets acquired. Goodwill is allocated to a specific reporting unit or allocated between reporting units based on the relative fair value of each reporting unit. Goodwill is not subject to amortization and is tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Impairment is determined for goodwill by assessing if the carrying value of a reporting unit, including the allocated goodwill, exceeds its recoverable amount determined as the greater of the estimated fair value less costs to sell and the value in use. Impairment losses recognized in respect of a reporting unit are first allocated to the carrying value of goodwill and any excess is allocated to the carrying amount of assets in the reporting unit. Any goodwill impairment is recorded in impairment loss within the consolidated statement of operations in the period in which the impairment is identified. Impairment losses on goodwill are not subsequently reversed.As of December 31, 2025, the Company recognized $1.6 million of goodwill from its Cheetah Acquisition (as defined in Note 4 below).(n) Assets Held For Sale The Company classifies assets held for sale in accordance with ASC Topic 360 Property, Plant and Equipment. When the Company makes the decision to sell an asset, the Company assesses if such asset should be classified as an asset held for sale. To classify as an asset held for sale, the asset or disposal group must meet all of the following conditions: i) management, having the authority to approve the action, commits to a plan to sell the asset, ii) the asset is available for immediate sale in its present condition, subject to certain customary terms, iii) an active program to locate a buyer and other actions required to complete the plan to sell the asset have been initiated, iv) the sale of the asset is probable and the transfer of the asset is expected to qualify for recognition as a completed sale, within one year, subject to certain exceptions, v) the asset is being actively marketed for sale at a price that is reasonable in relation to its current value, and vi) actions required to complete the plan indicate that it is unlikely that the plan will be significantly changed or withdrawn. Assets held for sale are measured at the lower of their carrying amount or fair value less cost to sell (“FVLCTS”). FVLCTS is the amount obtainable from the sale of the asset in an arm’s length transaction, less the costs of disposal. Once classified as held for sale, any depreciation and amortization on an asset cease to be recorded. There were no assets or liabilities classified as held for sale as of December 31, 2025 (December 31, 2024— $23.6 million). (o) Income Taxes Income taxes are accounted for under the asset and liability method whereby deferred income tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the accounting and tax bases of assets and liabilities and net operating loss carryforwards. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates or laws is recognized in the consolidated statements of operations in the period in which the change is enacted.The Company assesses realization of deferred income tax assets and, based on all available evidence, concludes whether it is more likely than not that the net deferred income tax assets will be realized. A valuation allowance is provided for the amount of deferred income tax assets not considered to be realizable. The Company has elected to classify interest and penalties related to income tax liabilities, when applicable, as part of the income tax expense within its consolidated statements of operations. The Company is subject to ongoing tax exposures, examinations and assessments in various jurisdictions. Accordingly, the Company may incur additional tax expense based upon the outcomes of such matters. The Company follows the provisions of ASC Topic 740, Accounting for Income Taxes ("ASC Topic 740"). ASC Topic 740 clarifies the accounting for uncertainties in income taxes recognized in a Company’s consolidated financial statements. ASC Topic 740 also prescribes a recognition threshold and measurement attribute for the consolidated financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740 provides guidance on derecognition, classification, interest and penalties, disclosures and transition. As required by the uncertain tax position guidance in ASC Topic 740, the Company recognized the benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant tax authority. (p) Revenue Recognition The Company recognizes revenue under the provision of ASC 606—Revenue from Contracts with Customers. The Company generates revenue primarily from the sale of cannabis, cannabis related products and provision of services. The Company uses the following five-step contract-based analysis of transactions to determine if, when and how much revenue can be recognized: 1.Identify the contract with a customer; 2.Identify the performance obligation(s) in the contract; 3.Determine the transaction price; 4.Allocate the transaction price to the performance obligation(s) in the contract; and 5.Recognize revenue when or as the Company satisfies the performance obligation(s). Revenue from the sale of cannabis is generally recognized when control over the goods has been transferred to the customer. Payment for medical sales is typically due prior to shipment for wholesale orders and at point-of-sale for retail orders. Payment for wholesale transactions is due within a specified time period as permitted by the underlying agreement and the Company’s credit policy upon the transfer of goods to the customer. The Company generally satisfies its performance obligation and transfers control to the customer upon delivery and acceptance by the customer. Revenue is recorded at the estimated amount of consideration to which the Company expects to be entitled. Substantially all of the Company’s sales are single performance obligations arrangements for which the transaction price is equivalent to the stated price of the products net of any stated discounts applicable at point of sale. Revenue is recognized net of sales incentives and returns, after discounts. The Company offers loyalty reward programs to its retail customers across several of its dispensaries. A portion of the revenue generated in a sale must be allocated to the loyalty points earned. The amount allocated to the points earned is deferred until the loyalty points are redeemed or expired at the end of each fiscal year. As of December 31, 2025 and 2024, the loyalty liability totaled $Nil and $1.1 million, respectively, and is included in accrued and other current liabilities on the consolidated balance sheets.(q) Costs and Expenses Applicable to Revenues Costs and expenses applicable to revenues represents costs directly related to processing and distribution of the Company’s products. Primary costs include raw materials, packaging, direct labor, overhead, and shipping and handling. Manufacturing overhead and related expenses include salaries, wages, employee benefits, utilities, maintenance and property taxes. The Company recognizes the costs and expenses applicable to revenues at the time the related revenues are recognized. (r) Foreign Currency Translation The functional and reporting currency of the Company is the U.S. dollar. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the foreign exchange rates prevailing at the end of the period. Non-monetary assets and liabilities measured at historical cost are translated using the exchange rate at the date of the transaction. Realized and unrealized foreign exchange gains and losses are included in the determination of earnings in the period in which they arise. (s) Share-based Compensation The Company has a share-based compensation plan which includes options and restricted stock units (“RSUs”). Share-based awards are measured at the fair value of the awards at the grant date and recognized as expense over the requisite service periods in the Company’s consolidated statements of operations. The fair value of options is determined using the Black-Scholes option pricing model which incorporates all market vesting conditions. The number of options expected to vest is reviewed and adjusted at the end of each reporting period such that the amount recognized for services received as consideration for the share-based awards granted shall be based on the number of awards that eventually vest. Amounts recorded for forfeited or expired unexercised options are accounted for in the year of forfeiture. Upon the exercise of stock options, consideration received on the exercise of share-based awards is recorded as paid-in-capital. The fair value of RSUs is determined using the Company’s closing stock price on the grant date. Share-based compensation expense includes compensation cost for employee awards granted and all modified or cancelled awards. In addition, compensation expense includes the compensation cost, based on the grant-date fair value calculated under FASB ASC Topic 718 Share-based payments (“ASC Topic 718”). Share-based compensation expense is not adjusted for estimated forfeitures, but instead adjusted upon an actual forfeiture of a stock option. The Company utilizes the risk-free rate determined by the market yield on United States Treasury marketable bonds over the contractual term of the instrument being issued. The critical assumptions and estimates used in determining the fair value of share-based compensation include: expected life of options, volatility of the Company’s future share price, risk-free rate, future dividend yields and estimated forfeitures at the initial grant date. Changes in assumptions used to estimate fair value could result in materially different results. The Company’s policy is to issue new common shares from treasury to satisfy stock options which are exercised. The Company recognizes compensation expense for RSUs and options on a straight-line basis over the requisite service period for awards that vest solely based on a service condition. Compensation expense for awards that vest based on both service and performance conditions are recognized over the requisite service period of the award using the graded vesting method. Non-market vesting conditions are included in the assumptions about the number of options that are expected to become exercisable. Any cumulative adjustment prior to vesting is recognized in the current period. No adjustment is made to any expense recognized in prior periods if share options ultimately exercised are different to that estimated on vesting. (t) Contingent Liabilities In accordance with the FASB ASC Topic 450 Contingencies, the Company will make a provision for a liability when it is both probable that a loss has been incurred and the amount of the loss can be reasonably estimated. The Company reviews these provisions in conjunction with any related provisions on assets related to the claims at least quarterly and adjusts these provisions to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel and other pertinent information related to the case. The Company expenses legal costs relating to its lawsuits, claims and proceedings as incurred. (u) Business Combinations In accordance with the FASB ASC Topic 805 Business Combinations (“ASC 805”), the Company allocates the fair value of purchase consideration to the tangible and intangible asset purchased and the liabilities assumed on the basis of their fair values at the date of acquisition. The determination of fair values of assets acquired and liabilities assumed requires estimates and the use of valuation techniques when a market value is not readily available. Any excess of purchase price over the fair value of net tangible and intangible assets acquired is allocated to goodwill. If the Company obtains new information about the facts and circumstances that existed as of the acquisition date during the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed. (v) Change in Accounting EstimateUpon adoption of Accounting Standards Codification ("ASC") Topic 330 “Inventory”, the Company elected to follow an accounting policy related to inventory to be valued at the lower of cost, determined on a weighted average cost basis, and net realizable value.Effective January 1, 2025, the Company began estimating the value of its inventory under standard costing which approximates weighted average cost. It is noted that inventory will continue to be carried at the lesser of cost and net realizable value and that both approaches continue to use full absorption costing to allocate all direct and indirect overhead into the valuation inventory. However, using predetermined standard costs offers consistency and accuracy in inventory valuation and offers better analysis of variances between standard and actual costs. The predetermined costs are reviewed and updated on a periodic basis to determine whether variances reflect part of the normal cost of production, and should therefore be reflected as inventory value, or whether they are a period cost and should thus not be included in inventory.The Company accounted for this change as a change in accounting estimate and, accordingly, applied it on a prospective basis. This change in estimate did not have any material impact on the Company’s consolidated statements of operations for the year ended December 31, 2025. The Company expects this change in accounting estimate to remain immaterial in future periods. Note 3 – New Accounting Standards and Accounting Changes Adoption of New Accounting Policies In November 2023, the FASB issued ASU 2023-07 Segment Reporting (Topic 280). All public entities will be required to report segment information in accordance with the new guidance starting in annual periods beginning after December 15, 2023. The amendments improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The Company adopted the new standard in the fourth quarter of 2024. The adoption did not have any material impact on the Company's consolidated financial statements.In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740). For public business entities, the amendments are effective for annual periods beginning after December 15, 2024. The amendments address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This amendment also looks to improve the effectiveness of income tax disclosures. The Company adopted the new standard and noted that it did not have any material impact on the Company's consolidated financial statements.In March 2024, the FASB issued ASU 2024-02, Codification Improvements. Public entities must adopt the amendments for annual periods beginning after December 15, 2024. The standard removes outdated glossary references, streamlining Codification content. The Company adopted the new standard in the fourth quarter of 2025. The adoption did not have any material impact on the Company's consolidated financial statements.Recently Issued FASB Accounting Standard Updates In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income (Topic 220). Public entities must comply with the amendments for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The update enhances disclosure requirements by requiring detailed breakdowns of material expense categories. The Company is determining the effects of adoption on its financial reporting practices.In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient for estimating expected credit losses on current trade receivables and contract assets under ASC 606. The amendments are effective for annual reporting periods beginning after December 15, 2025, and the Company is evaluating the impact of adoption.In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to Accounting for Internal-Use Software, which replaces the existing three-stage model with a single “probable-to-complete” capitalization threshold and incorporates website development into the same guidance. The amendments are effective for annual reporting periods beginning after December 15, 2027, and the Company is evaluating the impact of adoption.In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. Public entities must adopt the amendments for annual reporting periods beginning after December 15, 2027, and interim periods within those annual periods. The update clarifies interim disclosure requirements and introduces a principle to disclose material events and transactions that have occurred since the end of the prior fiscal year. The Company is evaluating the impact of these improvements on its future interim financial reporting disclosures.In January 2026, the FASB issued ASU 2025-12, Codification Improvements. The amendments are effective for annual reporting periods beginning after December 15, 2026. The standard addresses technical corrections and clarifications across various topics, including the calculation of diluted earnings per share when an entity reports a loss from continuing operations. The Company is in the process of determining the effects adoption of this amendment, but expects no significant impact on its consolidated financial statements.Note 4 – Acquisitions Cheetah Acquisition On December 30, 2024, the Company entered into an Asset Purchase Agreement (the "Cheetah Purchase Agreement") with Cheetah Enterprises, Inc. (the "Cheetah Seller"), pursuant to which, the Company acquired substantially all the assets related to the Cheetah Seller's wholesale business, including the manufacture, marketing, and sale of cannabis distillate vaporize products in the states of Illinois and Pennsylvania under the "Cheetah" brand (the "Brand"), but excluding certain excluded assets (the "Cheetah Purchased Assets") together with certain assumed liabilities related to the Cheetah Purchased Assets. The purchase price (the "Purchase Price") for the Cheetah Purchased Assets is approximately $3.5 million, and includes (i) common shares at an aggregate deemed value of approximately $1.5 million, which the Company recorded at a fair value on acquisition of $1.2 million, to be issued in three (3) tranches; (ii) upon the completion of certain performance benchmarks (if the Brand does not meet the performance benchmark by the payment date, such payment date will be delayed until the later of (x) thirty (30) days or (y) until such time the Brand achieves the applicable performance benchmark; provided, the full cash consideration shall not be delayed more than twenty-four (24) months after closing); and (iii) additional consideration based on EBITDA generated by the Brand (the "Earn-Out") over the next three years which is payable annually in cash, with the final payment due on or before April 1, 2028.The Company has determined that the acquisition of the Cheetah Purchased Assets (the "Cheetah Acquisition") is a business combination under ASC 805 whereby the total consideration is recorded by allocating the purchase consideration to the net assets and liabilities acquired based on their estimated fair values at the acquisition date. At the date of acquisition, management allocated the initial purchase price based on the estimated fair value of the identifiable assets and liabilities assumed on the acquisition date. The purchase price allocation was subsequently finalized as shown in the table below: Consideration: Cash consideration - paid $ 2,000 Common stock - issued 1,167 Additional earn-out consideration 3,127 Fair value of consideration $ 6,294 Estimated fair values of net assets acquired and liabilities assumed: Cash $ 45 Receivables and prepaid assets 340 Inventory 6 Operating lease right-of-use assets, net 42 Accounts payable (301 ) Accrued and other current liabilities (86 ) Intangible assets 4,690 Net assets acquired $ 4,736 Goodwill $ 1,558 The following table summarizes the final adjustments made to the provisional purchase price allocation: Preliminary allocation at acquisition Adjustments As adjusted Cash consideration - paid $ 675 $ 1,325 $ 2,000 Cash consideration - accrued 1,325 (1,325 ) — Common stock - issued — 1,167 1,167 Common stock - issuable 1,167 (1,167 ) — Inventory 106 (100 ) 6 Intangible assets — 4,690 4,690 Goodwill 6,148 (4,590 ) 1,558 The intangible assets recognized from the acquisition relate to trade names and other intellectual property and recipes used under the Cheetah brand. The goodwill recognized from the acquisition is attributable to the assembled workforce and synergies expected from integrating Cheetah into the Company’s existing business. The goodwill acquired is not deductible for tax purposes.Total purchase consideration transferred at closing also included additional Earn-Out that had a fair value of $3.1 million as of the acquisition date. The acquisition date fair value of the Earn-Out was determined based on the Company’s assessment of the probability of achieving the performance targets that ultimately obligate the Company to transfer additional consideration to the seller. The Earn-Out is comprised of certain EBITDA targets to be achieved by the Brand and is paid annually in cash, commencing April 1, 2026 for the preceding fiscal year. Subsequent remeasurement of the Earn-Out will be remeasured at the end of each reporting period with any gains or losses recognized in interest and other income and expenses within the consolidated statement of operations. Refer to Note 12 for further discussion on contingent consideration. Total acquisition-related costs incurred during the year ended December 31, 2025, were $Nil (December 31, 2024 - less than $0.1 million), which were recorded within selling, general and administrative expenses on the consolidated statement of operations.Pro forma financial information is not disclosed as the results are not material to the Company’s consolidated financial statements.Note 5 – Leases The Company mainly leases office space and cannabis cultivation, processing and retail dispensary space. Leases with an initial term of less than 12 months are not recorded on the consolidated balance sheets. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. Most leases include one or more options to renew, with renewal terms that can extend the lease term from one to five years or more. The Company has determined that it was reasonably certain that the renewal options on the majority of its cannabis cultivation, processing and retail dispensary space would be exercised based on previous history and knowledge, current understanding of future business needs and the level of investment in leasehold improvements, among other considerations. The incremental borrowing rate used in the calculation of the lease liability is based on the rate available to the parent company. The depreciable life of assets and leasehold improvements are limited by the expected lease term. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Certain subsidiaries of the Company rent or sublease certain office space to/from other subsidiaries of the Company. These intercompany subleases are eliminated on consolidation and have lease terms ranging from less than 1 year to 15 years. The components of lease expense are as follows: Year Ended December 31, 2025 2024 Operating lease costs(1) Selling, general and administrative expenses $ 6,876 $ 6,863 Costs and expenses applicable to revenues 688 1,405 Total lease cost $ 7,564 $ 8,268 (1)Includes short-term leases and variable lease costs for the years ended December 31, 2025 and 2024. The Company entered into multiple sublease agreements pursuant to which it serves as lessor to the sublessees. For the year ended December 31, 2025, the Company recorded sublease income of $0.9 million (December 31, 2024—$1.0 million), which is included in the interest and other income line on the consolidated statements of operations.Operating cash flows from operating leases for the year ended December 31, 2025 was $7.0 million (December 31, 2024 - $7.5 million).Supplemental balance sheet information related to leases is as follows: Balance Sheet Information Classification December 31, 2025 December 31, 2024 Operating lease right-of-use assets, net Operating leases $ 29,436 $ 24,012 Lease liabilities Current portion of operating lease liabilities Operating leases $ 7,195 $ 6,534 Long-term portion of operating lease liabilities Operating leases 26,778 21,599 Total $ 33,973 $ 28,133 Maturities of lease liabilities for operating leases as of December 31, 2025, were as follows: Operating Leases 2026 $ 7,195 2027 6,849 2028 6,883 2029 6,668 2030 5,987 Thereafter 45,951 Total lease payments $ 79,533 Less: interest expense (45,560 ) Present value of lease liabilities $ 33,973 Weighted-average remaining lease term (years) 11.4 Weighted-average discount rate 18 % Note 6 – Inventories, net Inventories is comprised of the following items: December 31, 2025 December 31, 2024 Supplies $ 6,249 $ 4,134 Raw materials 3,419 3,815 Work in process 5,515 5,194 Finished goods 7,198 9,570 Inventory reserve (129 ) (247 ) Total $ 22,252 $ 22,466 Inventories are written down for any obsolescence or when the net realizable value considering future events and conditions is less than the carrying value. For the year ended December 31, 2025, the Company recorded $Nil (December 31, 2024 – $0.4 million), related to spoiled inventory in costs and expenses applicable to revenues on the consolidated statements of operations. The Company had implemented a change in accounting estimate with respect to the valuation of inventory. Refer to Note 2(v) for further details. Note 7 – Property, Plant and Equipment As of December 31, 2025 Cost Accumulated Depreciation Net Book Value Buildings $ 79,957 $ 14,700 $ 65,257 Leasehold improvements 50,142 28,898 21,244 Production equipment 6,176 1,709 4,467 Processing equipment 5,953 2,072 3,881 Sales equipment 1,155 822 333 Office equipment 7,741 5,816 1,925 Land 2,716 — 2,716 Construction in progress 4,909 — 4,909 Total $ 158,749 $ 54,017 $ 104,732 As of December 31, 2024 Cost Accumulated Depreciation Net Book Value Buildings $ 71,870 $ 11,970 $ 59,900 Leasehold improvements 41,439 26,057 15,382 Production equipment 2,403 1,324 1,079 Processing equipment 2,801 1,559 1,242 Sales equipment 896 784 112 Office equipment 6,551 5,352 1,199 Land 2,716 — 2,716 Construction in progress 5,858 — 5,858 Total $ 134,534 $ 47,046 $ 87,488 For the year ended December 31, 2025, the Company recorded depreciation expense on property, plant, and equipment of $7.0 million (December 31, 2024— $8.8 million). During the year ended December 31, 2025, the Company disposed $1.4 million of property, net (December 31, 2024—$0.2 million), primarily related to the sale of facility equipment, with total consideration of approximately $0.6 million, resulting in a loss of $0.8 million, which is included within "write-downs, recoveries, and other charges, net" on the consolidated statements of operations.Capital expenditure additions during the year ended December 31, 2025 amounted to $25.7 million (December 31, 2024—$5.5 million) to fund various cultivation, processing and dispensary projects, of which $1.9 million (December 31, 2024 - $0.5 million) is currently unpaid and outstanding.Note 8 – Intangible Assets and Goodwill As of December 31, 2025 Cost Accumulated Amortization Net Book Value Licenses $ 114,418 $ 52,184 $ 62,234 Trademarks 15,801 11,643 4,158 Other 3,862 2,778 1,084 $ 134,081 $ 66,605 $ 67,476 As of December 31, 2024 Cost Accumulated Amortization Net Book Value Licenses $ 114,418 $ 44,550 $ 69,868 Trademarks 11,111 9,451 1,660 Other 3,726 2,392 1,334 $ 129,255 $ 56,393 $ 72,862 During the year ended December 31, 2025, the Company recorded $4.8 million in intangible asset additions (December 31, 2024—$0.2 million), which is primarily attributable to the Cheetah acquisition and other internal-use software. The weighted average remaining amortization period for these additions is 12 years as of December 31, 2025. Amortization expense for the years ended December 31, 2025 and 2024 was $10.2 million and $13.9 million, respectively.The estimated amortization expense for each of the years ended December 31, as follows: 2026 $ 8,697 2027 8,625 2028 8,599 2029 8,238 2030 8,238 Thereafter 25,081 The following table summarizes the balances of goodwill as of December 31, 2025 and 2024: As of December 31, 2025 2024 Balance, beginning of year $ 6,148 $ — Acquisition of Cheetah — 6,148 Reclassification - Cheetah intangible assets (4,590 ) — Impairment loss — — Total $ 1,558 $ 6,148 Note 9 - Long-Term Debt The following table summarizes long term debt outstanding as of December 31, 2025 and 2024: Secured Notes June Secured Debentures Additional Secured Debentures June Unsecured Debentures Other Total As of January 1, 2025 $ 14,968 $ 114,298 $ 30,615 $ 21,750 $ 696 $ 182,327 Paid-in-kind interest — 10,213 2,560 2,048 — 14,821 Accretion of balance 746 3,086 — 1,057 — 4,889 Debt extinguishment — — — — (686 ) (686 ) Debt repayment (7,355 ) — — — (10 ) (7,365 ) As of December 31, 2025 $ 8,359 $ 127,597 $ 33,175 $ 24,855 $ — $ 193,986 Secured Notes June Secured Debentures Additional Secured Debentures June Unsecured Debentures Other Total As of January 1, 2024 $ 15,565 $ 101,856 $ 28,247 $ 18,856 $ 752 $ 165,276 Carrying value of financial liabilities issued 14,345 — — — — 14,345 Paid-in-kind interest 239 9,449 2,368 1,895 — 13,951 Accretion of balance 632 2,993 — 999 — 4,624 Debt extinguishment (15,813 ) — — — — (15,813 ) Deconsolidation — — — — — — Debt repayment — — — — (56 ) (56 ) As of December 31, 2024 $ 14,968 $ 114,298 $ 30,615 $ 21,750 $ 696 $ 182,327 As of December 31, 2025, the total and unamortized debt discount costs were $21.9 million and $6.5 million, respectively (December 31, 2024— $21.9 million and $11.4 million, respectively).As of December 31, 2025, total interest paid on long-term debt was $1.5 million (December 31, 2024 - $1.5 million).(a) iAnthus New Jersey, LLC Senior Secured Bridge Notes On February 2, 2021, iAnthus New Jersey, LLC ("INJ") issued an aggregate of $11.0 million of senior secured bridge notes ("Senior Secured Bridge Notes") which initially matured on the earlier of (i) February 2, 2023, (ii) the date on which the Company closes a Qualified Financing (as defined below) and (iii) such earlier date that the principal amount may become due and payable pursuant to the terms of such notes. The Senior Secured Bridge Notes initially accrued interest at a rate of 14.0% per annum, decreasing to 8.0% upon the closing of the Recapitalization Transaction (increasing to 25.0% per annum in the event of default). “Qualified Financing” means a transaction or series of related transactions resulting in net proceeds to the ICH of not less than $10 million from the subscription of the ICH's securities, including, but not limited to, a private placement or rights offering.On February 2, 2023, ICH and INJ entered into an amendment (the “Amendment”) to the Senior Secured Bridge Notes with all of the holders of the Senior Secured Bridge Notes. Pursuant to the Amendment, the maturity date of the Senior Secured Bridge Notes was extended until February 2, 2024, the interest on the principal amount outstanding was increased to a rate of 12.0% per annum, and an amendment fee equal to 10.0% of the principal amount outstanding of the Senior Secured Bridge Notes as of February 2, 2023 or $1.4 million in the aggregate, was added to such notes such that it will become due and payable on the extended maturity date.On February 2, 2024, in order to facilitate the 2024 NJ Amendment (as defined below), the parties agreed to a short-term extension of the maturity date from February 2, 2024 to February 16, 2024. On February 16, 2024, ICH and INJ entered into another amendment (the"2024 NJ Amendment") to the Senior Secured Bridge Notes. Pursuant to the 2024 NJ Amendment, the maturity date of the Senior Secured Bridge Notes was extended from February 16, 2024 to February 16, 2026 and the interest rate of the Senior Secured Bridge Notes remained at 12% per annum, but the interest accruing after February 16, 2024 will be payable in quarterly cash payments (the first interest payment being on May 16, 2024). In addition, the 2024 NJ Amendment provides for an amendment fee equal to 10% of the principal amount of the Senior Secured Bridge Notes as of the date of the 2024 NJ Amendment, or $1.6 million in the aggregate, which is satisfied through the issuance of ICH's common shares at a price per share equal to the volume-weighted average trading price of ICH's common shares on the CSE for the twenty (20) consecutive trading days immediately prior to the date of the 2024 NJ Amendment. Lastly, ICH and INJ agreed to utilize twenty-five percent (25%) of Non-Operational Receipts in excess of $5.0 million to make payments towards the principal amount outstanding under the Senior Secured Bridge Notes, without penalty. For purposes of the 2024 NJ Amendment, "Non-Operational Cash Receipts" means cash ICH received which is not derived from the sale of cannabis products in the ordinary course of business of ICH, whether through retail, wholesale or otherwise. As of December 31, 2025, a total amount of $7.4 million (December 31, 2024 - $Nil) has been paid from Non-Operational Receipts.In accordance with debt extinguishment accounting guidance outlined in ASC 470 "Debt", the terms of the Senior Secured Bridge Notes were materially modified pursuant to both the Amendment and 2024 NJ Amendment and as such, for the year ended December 31, 2025, the Company recorded a loss on debt extinguishment of $Nil, (December 31, 2024 - $0.1 million), on the consolidated statements of operations.The amended host debt, classified as a liability using the guidance of ASC 470, was recognized at the carrying value of $14.3 million.For the year ended December 31, 2025, interest expense of $1.4 million (December 31, 2024—$1.9 million), and accretion expense of $0.7 million (December 31, 2024—$0.6 million), were recorded on the consolidated statements of operations.The Senior Secured Bridge Notes are secured by a security interest in certain assets of INJ. ICH provided a guarantee in respect of all of the obligations of INJ under the Senior Secured Bridge Notes, and the Company is in compliance with the terms of the Senior Secured Bridge Notes as of December 31, 2025. The Senior Secured Bridge Notes are classified as long-term debt, net of issuance costs on the consolidated balance sheets, pursuant to the 2026 Bridge Notes Amendment (as defined in Note 18).Certain of the Secured Lenders, including Gotham Green Fund II, L.P., Gotham Green Fund II (Q), L.P., Oasis Investments II Master Fund LTD., Senvest Global (KY), LP, Senvest Master Fund, LP and Hadron Healthcare and Consumer Special Opportunities Master Fund, held greater than 5.0% of the outstanding common shares of the Company upon closing of the Recapitalization Transaction. As principal owners of the Company, these lenders are considered to be related parties.(b) June Secured Debentures On June 24, 2022 in connection with the closing of the Recapitalization Transaction, the Company entered into the Secured Debenture Purchase Agreement (the "Secured DPA"), between ICM, the other Credit Parties (as defined in the Secured DPA), the Collateral Agent, and the lenders party thereto (the “New Secured Lenders”) pursuant to which ICM issued the June Secured Debentures in the aggregate principal amount of $99.7 million which accrue interest at the rate of 8.0% per annum increasing to 11.0% per annum upon the occurrence of an Event of Default (as defined in the Secured DPA), with a maturity date of June 24, 2027. The June Secured Debentures may be prepaid on a pro rata basis from and after the third anniversary of the Closing Date of the Recapitalization Transaction upon prior written notice to the New Secured Lenders without premium or penalty.The host debt, classified as a liability using the guidance of ASC 470, was recognized at the carrying value of $84.5 million.Interest is to be paid in kind by adding the interest accrued on the principal amount on the last day of each fiscal quarter (the first such interest payment date being June 30, 2022) and such amount thereafter becoming part of the principal amount, which will accrue additional interest. Interest paid in kind will be payable on the date when all of the principal amount is due and payable. For the year ended December 31, 2025, interest expense and accretion expense of $10.2 million and $3.1 million, respectively, were recorded on the consolidated statements of operations (December 31, 2024—$9.4 million and $3.0 million, respectively). The terms of the Secured DPA impose certain restrictions on the Company’s operating and financing activities, including certain restrictions on the Company’s ability to: incur certain additional indebtedness; grant liens; make certain dividends and other payment restrictions affecting the Company’s subsidiaries; issue shares or convertible securities; and sell certain assets. The June Secured Debentures are secured by all current and future assets of the Company and ICM. The terms of the Secured DPAs do not have any financial covenants or market value test and ICM is in compliance with the terms of the June Secured Debentures as of December 31, 2025. The June Secured Debentures are classified as long-term debt, net of issuance costs on the consolidated balance sheets. Certain of the New Secured Lenders that hold the June Secured Debentures, including Gotham Green Fund 1, L.P., Gotham Green Fund 1 (Q), L.P., Gotham Green Fund II, L.P., Gotham Green Fund II (Q), Gotham Green Credit Partners SPV 1, L.P., Gotham Green Partners SPV V, L.P., L.P., and Parallax Master Fund, LP, held greater than 5.0% of the outstanding common shares of the Company upon the closing of the Recapitalization Transaction. As principal owners of the Company, certain of the New Secured Lenders are considered to be related parties.(c) June Unsecured Debentures On June 24, 2022 in connection with the closing of the Recapitalization Transaction, the Company entered into the Unsecured Debenture Purchase Agreement (the "Unsecured DPA"), pursuant to which ICM issued June Unsecured Debentures in the aggregate principal amount of $20.0 million which accrue interest at the rate of 8.0% per annum increasing to 11.0% per annum upon the occurrence of an Event of Default (as defined in the Unsecured DPA), with a maturity date of June 24, 2027. The June Unsecured Debentures may be prepaid on a pro rata basis from and after the third anniversary of the Closing Date of the Recapitalization Transaction upon prior written notice to the Unsecured Lender without premium or penalty.The host debt, classified as a liability using the guidance of ASC 470, was recognized at the carrying value of $14.9 million. Interest is to be paid in kind by adding the interest accrued on the principal amount on the last day of each fiscal quarter (the first such interest payment date being June 30, 2022) and such amount thereafter becoming part of the principal amount, which will accrue additional interest. Interest paid in kind will be payable on the date when all of the principal amount is due and payable.For the year ended December 31, 2025, interest expense and accretion expense of $2.0 million and $1.1 million, respectively, were recorded on the consolidated statements of operations (December 31, 2024—$1.9 million and $1.0 million, respectively). The terms of the Unsecured DPA impose certain restrictions on the Company’s operating and financing activities, including certain restrictions on the Company’s ability to: incur certain additional indebtedness; grant liens; make certain dividends and other payment restrictions affecting the Company’s subsidiaries; issue shares or convertible securities; and sell certain assets. The terms of the Unsecured DPA do not have any financial covenants or market value test, and ICM is in compliance with the terms of the June Unsecured Debentures as of December 31, 2025. The June Unsecured Debentures are classified as long-term debt, net of issuance costs on the consolidated balance sheets. Certain of the Secured Lenders and Consenting Unsecured Lenders, including Gotham Green Fund 1, L.P., Gotham Green Fund 1 (Q), L.P., Gotham Green Fund II, L.P., Gotham Green Fund II (Q), L.P., Gotham Green Credit Partners SPV 1, L.P., Gotham Green Partners SPV V, L.P., Oasis Investments II Master Fund LTD., Senvest Global (KY), LP, Senvest Master Fund, LP, Parallax Master Fund, L.P. and Hadron Healthcare and Consumer Special Opportunities Master Fund, held greater than 5.0% of the outstanding common shares of the Company upon the closing of the Recapitalization Transaction. As principal owners of the Company, certain of the Consenting Unsecured Lenders are considered to be related parties.(d) Additional Secured Debentures Pursuant to the terms of the Secured DPA, ICM issued an additional $25.0 million of June Secured Debentures (the "Additional Secured Debentures") on June 24, 2022 which accrue interest at the rate of 8.0% per annum increasing to 11.0% per annum upon the occurrence of an Event of Default (as defined in the Secured DPA), with a maturity date of June 24, 2027.The host debt, classified as a liability using the guidance of ASC 470, was recognized at the carrying value of $25.0 million. Interest is to be paid in kind by adding the interest accrued on the principal amount on the last day of each fiscal quarter (the first such interest payment date being June 30, 2022) and such amount thereafter becoming part of the principal amount, which will accrue additional interest. Interest paid in kind will be payable on the date when all of the principal amount is due and payable. For the year ended December 31, 2025, interest expense of $2.6 million, was recorded on the consolidated statements of operations (December 31, 2024 - $2.4 million). The terms of the Secured DPA impose certain restrictions on the Company’s operating and financing activities, including certain restrictions on the Company’s ability to: incur certain additional indebtedness; grant liens; make certain dividends and other payment restrictions affecting the Company’s subsidiaries; issue shares or convertible securities; and sell certain assets. The Additional Secured Debentures are secured by all current and future assets of the Company and ICM. The terms of the Secured DPAs do not have any financial covenants or market value test, and ICM is in compliance with the terms of the Additional Secured Debentures as of December 31, 2025. The Additional Secured Debentures are classified as long-term debt, net of issuance costs on the consolidated balance sheets. Certain of the Secured Lenders and Consenting Unsecured Lenders, including Gotham Green Fund 1, L.P., Gotham Green Fund 1 (Q), L.P., Gotham Green Fund II, L.P., Gotham Green Fund II (Q), L.P., Gotham Green Credit Partners SPV 1, L.P., Gotham Green Partners SPV V, L.P., Oasis Investments II Master Fund LTD., Senvest Global (KY), LP, Senvest Master Fund, LP, Parallax Master Fund, L.P. and Hadron Healthcare and Consumer Special Opportunities Master Fund, held greater than 5.0% of the outstanding common shares of the Company upon the closing of the Recapitalization Transaction. As principal owners of the Company, certain of the Consenting Unsecured Lenders are considered to be related parties.Note 10 - Share Capital (a) Share Capital Authorized: Unlimited common shares. The shares have no par value. The Company’s common shares are voting and dividend-paying. The following is a summary of the common share issuances for the year ended December 31, 2025: •On January 9, 2025, the Company issued common shares totaling 41,667 with respect to the Cheetah Acquisition (Refer to Note 4).•On January 14, 2025, the Company issued 26,661 common shares for vested restricted stock units (“RSUs”). The Company withheld 1,029 common shares to satisfy employees’ tax obligations of less than $0.1 million.•On April 1, 2025, the Company issued 213 common shares for vested RSUs. The Company withheld 67 common shares to satisfy employees’ tax obligations of less than $0.1 million. •On April 23, 2025, the Company withheld 9,910 common shares for RSUs to satisfy employees' tax obligations of $0.1 million. •On July 8, 2025, the Company issued 4,733 common shares for vested RSUs. The Company withheld 2,229 common shares to satisfy employees’ tax obligations of less than $0.1 million.•On August 15, 2025, the Company issued common shares totaling 41,666 with respect to the Cheetah Acquisition (Refer to Note 4).•On September 30, 2025, the Company issued 67,478 common shares for vested RSUs. The Company withheld 30,117 common shares to satisfy employees’ tax obligations of $0.2 million.•On November 14, 2025, the Company issued common shares totaling 41,667 with respect to the Cheetah Acquisition (Refer to Note 4). The following is a summary of the common share issuances for the year ended December 31, 2024. •On January 2, 2024, the Company issued common shares totaling 20,000 for the Hi-Med Settlement Agreement (Refer to Note 14).•On January 5, 2024, the Company issued 23,461 common shares for vested RSUs. The Company withheld 2,300 common shares to satisfy employees’ tax obligations of less than $0.1 million.•On February 2, 2024, the Company issued common shares totaling 2,000 for vested RSUs.•On February 27, 2024, the Company issued 61,314 common shares to the holders of the Senior Secured Bridge Notes to satisfy the amendment fee pertaining to the 2024 NJ Amendment.•On April 24, 2024, the Company issued common shares totaling 486 for vested RSUs. The Company withheld 162 common shares to satisfy employees’ tax obligations of less than $0.1 million.•On July 2, 2024, the Company issued common shares totaling 17,977 for vested RSUs. The Company withheld 6,423 common shares to satisfy employees’ tax obligations of less than $0.1 million.•On October 8, 2024, the Company issued common shares totaling 66,345 for vested RSUs. The Company withheld 19,830 common shares to satisfy employees’ tax obligations of $0.1 million.•On December 13, 2024, the Company issued common shares totaling 5,000 for the Ninth Square Settlement Agreement (Refer to Note 14).(b) Potentially Dilutive Securities The following table summarizes potentially dilutive securities, and the resulting common share equivalents outstanding as of December 31, 2025 and 2024: December 31, 2025 December 31, 2024 Common share options 7,877 7,877 Restricted stock units 381,258 325,539 Total 389,135 333,416 (c) Equity Incentive Plans On December 31, 2021, the Board approved the Company’s Amended and Restated Omnibus Incentive Plan (the “Omnibus Incentive Plan”) dated October 15, 2018, whereas, the Company may award stock options or RSUs (the "Awards") to board members, officers, employees or consultants of the Company. The Omnibus Incentive Plan authorizes the issuance of up to 20% of the number of outstanding shares of common stock of the Company.Awards generally vest over a three-year period and the estimated fair value of the Awards at issuance is recognized as compensation expense over the related vesting period.Stock Options The Company's stock options are currently held by two former officers of the Company which have fully vested on July 10, 2023. Share-based compensation expense related to stock options for the year ended December 31, 2025 was $Nil (December 31, 2024 — $Nil), and is presented in selling, general and administrative expenses on the consolidated statements of operations. The following table summarizes certain information in respect of option activity during the period: Year Ended December 31, 2025 Year Ended December 31, 2024 Units Weighted AverageExercise Price Weighted Average Contractual Life Units Weighted AverageExercise Price Weighted Average Contractual Life Options outstanding, beginning 7,877 $ 0.05 5.53 7,877 $ 0.05 6.78 Granted — — — — — — Cancellations — — — — — — Forfeitures — — — — — — Expirations — — — — — — Options outstanding, ending (1) 7,877 $ 0.05 4.53 7,877 $ 0.05 5.53 (1)As of December 31, 2025, 7,877 of the stock options outstanding were exercisable (December 31, 2024—7,877). The Company used the Black-Scholes option pricing model to estimate the fair value of the options at the grant date using the following ranges of assumptions: The expected volatility was estimated by using the historical volatility of the Company. The expected life in years represents the period of time that options granted are expected to be outstanding. In accordance with Staff Accounting Bulletin (“SAB”) Topic 14, the Company uses the simplified method for estimating the expected term. The Company believes the use of the simplified method is appropriate due to the employee stock options qualifying as “plain-vanilla” options under the criteria established by SAB Topic 14. The risk-free rate was based on the United States bond yield rate at the time of grant of the award. Expected annual rate of dividends is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. There was no stock option activity for the years ended December 31, 2025 and 2024.Restricted Stock Units On December 31, 2021, the Board approved a long-term incentive program, pursuant to which, on July 26, 2022, the Company issued certain employees of the Company and its subsidiaries, RSUs, under the Company’s Omnibus Incentive Plan. RSUs represent a right to receive a single common share that is both non-transferable and forfeitable until certain conditions are satisfied. On December 31, 2021 and June 23, 2022, the Board approved the allocation of 363,921 and 26,881 RSUs, respectively, to Board members, directors, officers, and key employees of the Company. The RSUs granted by the Company vest upon the satisfaction of both a service-based condition of three years and a liquidity condition, the latter of which was not satisfied until the closing of the Recapitalization Transaction. As the liquidity condition was not satisfied until the closing of the Recapitalization Transaction, in prior periods, the Company had not recorded any expense related to the grant of RSUs. Share-based compensation expense in relation to the RSUs is recognized using the graded vesting method, in which compensation costs for each vesting tranche is recognized ratably from the service inception date to the vesting date for that tranche. The fair value of the RSUs is determined using the Company’s closing stock price on the grant date. Certain RSU recipients were also holders of the Original Awards, which were cancelled upon closing the Recapitalization Transaction. The RSUs granted to these employees have been treated as replacement awards (the “Replacement RSUs”) and are accounted for as a modification to the Original Awards. As the fair value of the Original Awards was $Nil on the modification dates, the incremental compensation cost recognized is equal to the fair value of the Replacement RSUs on the modification date, which shall be recognized over the remaining requisite service period. Periodically, the Board awards RSUs to its members and officers. On November 26, 2024, the Board awarded 144,500 RSUs to four Board members. The RSUs shall vest over a period of one year. The fair value of RSUs is determined on the grant date and is amortized over the vesting period on a straight-line basis.On April 25, 2025, the Board awarded 5,672 RSUs to four officers. The RSUs shall vest over a period of one year. The fair value of RSUs is determined on the grant date and is amortized over the vesting period on a straight-line basis.The most recent issuances were on September 29, 2025, where 250 RSUs were issued to an employee and on December 1, 2025, where 149,332 RSUs were issued to six officers. The RSUs vest over a period of one to three years. The fair value of RSUs is determined on the grant date and is amortized over the vesting period on a straight-line basis.During the year ended December 31, 2025, the Company recognized $1.8 million of share-based compensation expense associated with the RSUs (December 31, 2024 — $2.1 million). Share-based compensation expense is presented in selling, general and administrative expenses on the consolidated statements of operations. As of December 31, 2025, there was approximately $1.7 million of total unrecognized compensation cost related to unvested RSUs which is expected to be recognized over a weighted-average service period of one year.The following table summarizes certain information in respect of RSU activity during the period: Year Ended December 31, 2025 Year Ended December 31, 2024 Units WeightedAverageGrant Price Units WeightedAverageGrant Price Unvested balance, beginning 298,877 $ 0.01 315,668 $ 0.02 Granted 155,254 0.00 144,500 0.01 Vested (186,757 ) 0.01 (126,957 ) 0.02 Forfeited (450 ) 0.01 (34,334 ) 0.02 Unvested balance, ending 266,924 $ 0.01 298,877 $ 0.01 Note 11 - Segment Information Management, including the Company’s Chief Executive Officer, who is considered the Company’s Chief Operating Decision Maker (“CODM”) (as defined in the FASB ASC Topic 280 Segment Reporting), assesses segment performance based on segment revenues, gross margins, and net income/(loss). For instance, the CODM uses both segment gross profit and segment profit/loss from operations to allocate resources (including labor or capital resources) to each of the geographical locations (entities) in the forecasts. An analysis of the gross profit from the regions enables decisions regarding marketing activities, additional investments or scale back of expansion plans, as well as implementation of cost management strategies. The Company divides its reportable operating segments primarily by geographic region. The Company has two reportable operating segments: Eastern Region and Western Region. The Eastern Region includes the Company’s operations in Florida, Maryland, Massachusetts, New York, New Jersey, Illinois, and Pennsylvania. The Western Region includes the Company’s operations in Arizona and results from the Nevada business through June 24, 2024 when it was sold and subsequently deconsolidated. The two geographic regions are looked at separately by the CODM and Company’s management as the operations within those regions are in different stages of development. The operations comprising the Western Region are more established than those in the Eastern Region. Most of the Company’s financial and operational growth is being driven by the Eastern Region. Both the Eastern Region and the Western Region segments generate revenues from the sale of cannabis products through retail dispensaries as well as wholesale supply agreements. The “Other” category in the disclosure below comprises items not separately identifiable to the two reportable operating segments and are not part of the measures used by the Company when assessing the reportable operating segments’ results. It also includes items related to operating segments of the Company that did not meet the quantitative thresholds under ASC 280-10-50-12 to be considered reportable operating segments, nor did they meet the aggregation criteria under ASC 280-10-50-11 to qualify for aggregation with one of the two reportable operating segments of the Company. All inter-segment profits are eliminated upon consolidation. Reportable Segments Year Ended December 31, 2025 2024 Revenues, net of discounts Eastern Region(1) $ 133,605 $ 128,553 Western Region(2) 10,381 39,014 Total $ 143,986 $ 167,567 Gross profit Eastern Region $ 61,025 $ 60,219 Western Region 4,672 14,895 Total $ 65,697 $ 75,114 Operating expenses: Selling, general and administrative expenses Eastern Region $ 39,531 $ 34,555 Western Region 3,474 8,360 Other 17,881 19,267 Total $ 60,886 $ 62,182 Depreciation and amortization Eastern Region $ 13,995 $ 15,186 Western Region 2,161 7,033 Other 1,059 462 Total $ 17,215 $ 22,681 Write-downs, (recoveries) and other charges, net Eastern Region $ 2,814 $ (1,985 ) Western Region — 429 Other 199 320 Total $ 3,013 $ (1,236 ) Income (loss) from operations Eastern Region $ 4,684 $ 12,463 Western Region (963 ) (927 ) Other (19,139 ) (20,049 ) Total $ (15,418 ) $ (8,513 ) Other income (expenses), net Eastern Region $ 3,823 $ (868 ) Western Region 27,994 (3,307 ) Other (39,565 ) (12,626 ) Total $ (7,748 ) $ (16,801 ) Income tax (benefit) expense Eastern Region $ 9,309 $ 10,440 Western Region 2,251 8,513 Other 5,478 (36,631 ) Total $ 17,038 $ (17,678 ) Net income (loss) Eastern Region $ (1,878 ) $ 1,157 Western Region 24,780 (12,749 ) Other (63,105 ) 3,956 Total $ (40,203 ) $ (7,636 ) (1)Eastern region includes revenue from the sale of our new Cheetah brand of products in Illinois and Pennsylvania.(2)Western region no longer includes Nevada operations as results were deconsolidated as of June 24, 2024. Supplemental Segment Disclosures: Year Ended December 31, 2025 2024 Purchase of property, plant and equipment Eastern Region $ 25,288 $ 5,232 Western Region — 189 Other 377 98 Total $ 25,665 $ 5,519 Purchase of other intangible assets Eastern Region $ — $ 20 Other 4,826 185 Total $ 4,826 $ 205 As of December 31, As of December 31, 2025 2024 Assets Eastern Region $ 225,124 $ 212,007 Western Region 8,454 40,124 Other 22,408 18,912 Total $ 255,986 $ 271,043 Major Customers Major customers are defined as customers that each individually accounted for greater than 10% of the Company’s annual revenues. For the years ended December 31, 2025 and 2024, no sales were made to any one customer that represented in excess of 10% of the Company’s total revenues. Geographic Information As of December 31, 2025 and 2024, substantially all of the Company’s assets were located in the United States and all of the Company’s revenues were earned in the United States. Disaggregated Revenues The Company disaggregates revenues into categories that depict how the nature, amount, timing and uncertainty of the revenues and cash flows are affected by economic factors. For the years ended December 31, 2025 and 2024, the Company disaggregated its revenues as follows: Year Ended December 31, 2025 2024 Revenues, net of discounts iAnthus branded products $ 63,168 $ 84,904 Third party branded products 55,128 64,506 Wholesale/bulk/other products 25,690 18,157 Total $ 143,986 $ 167,567 Note 12 - Financial Instruments Fair values have been determined for measurement and/or disclosure purposes based on the following methods. The Company characterizes inputs used in determining fair value using a hierarchy that prioritizes inputs depending on the degree to which they are observable. The levels of the fair value hierarchy are as follows: •Level 1 – fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities; •Level 2 – fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and •Level 3 – fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs). The carrying values of cash, receivables, payables and accrued liabilities approximate their fair values because of the short- term nature of these financial instruments. Balances due to and due from related parties have no terms and are payable on demand, thus are also considered current and short-term in nature, hence carrying value approximates fair value. The component of the Company’s long-term debt attributed to the host liability is recorded at amortized cost. Investments in debt instruments that are held to maturity are also recorded at amortized cost. The following table summarizes the fair value hierarchy for the Company’s financial assets and financial liabilities that are re-measured at their fair values periodically: As of December 31, 2025 As of December 31, 2024 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Financial assets Long term investments $ 2 $ — $ 840 $ 842 $ 10 $ — $ 853 $ 863 Financial liabilities Contingent consideration payable $ — $ — $ 3,407 $ 3,407 $ — $ — $ 3,127 $ 3,127 There were no transfers or change in valuation method between Level 1, Level 2, and Level 3 within the fair value hierarchy during the years ended December 31, 2025 and 2024. Financial Assets The Company’s investment in 4 Front Venture Corp. as of December 31, 2025 and 2024, is considered to be a Level 1 instrument because it is comprised of shares of a public company, and there is an active market for the shares and observable market data, or inputs are now available. Level 1 investments are comprised of equity investments which are re-measured at fair value using quoted market prices. Level 3 investments are comprised of two investments made by the Company in which it holds an equity interest. These two investments are in The Pharm Stand, LLC and Island Thyme, LLC. There have been no changes to Level 3 investments between December 31, 2025 and 2024. The Company exercises significant influence for one of these investments and therefore records this investment under the equity method. The investment was initially recognized at cost and the Company recognizes its proportionate share of earnings and losses from the investment each reporting period.The following table summarizes the changes in Level 1 and Level 3 financial assets: Financial Assets 4Front Venture Corp. The Pharm Stand, LLC Island Thyme, LLC Balance as of December 31, 2023 $ 56 — $ 679 Additions — 125 260 Revaluations (46 ) — — Loss on equity method investments — — (211 ) Balance as of December 31, 2024 $ 10 $ 125 $ 728 Additions — — — Revaluations (8 ) — — Loss on equity method investments — — (13 ) Balance as of December 31, 2025 $ 2 $ 125 $ 715 The Company’s financial and non-financial assets such as prepayments, other assets including equity accounted investments, property, plant and equipment, and intangibles, are measured at fair value when there is an indicator of impairment and are recorded at fair value only when an impairment charge is recognized. Financial Liabilities The following table summarizes the changes in the Company's Level 3 financial liabilities: Financial Liabilities Contingent Consideration Payable Balance as of December 31, 2024 $ 3,127 Consideration paid — Revaluations 280 Balance as of December 31, 2025 $ 3,407 As of December 31, 2025, the current portion of the contingent consideration payable is $1.1 million and is presented within accrued and other current liabilities on the consolidated balance sheets.The Company’s contingent consideration payable relates to the additional Earn-Out to be paid as part of the Cheetah Acquisition and is categorized as a Level 3 financial instrument within the fair value hierarchy, as specific valuation techniques using unobservable inputs is required. The Company is using a probability-weighted average scenario approach in assigning probabilities across multiple outcomes of the potential EBITDA earned from Cheetah which forms the basis of the Earn-Out. These assumptions include financial forecasts, discount rates, and growth expectations. As of December 31, 2025, the discount rate applied was the Company's incremental borrowing rate of 13.9% and growth expectations on potential EBITDA earned from Cheetah were in the range of 36% to 89% in 2026, and 0% to 20% in 2027. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s management.The following table summarizes the Company’s long-term debt instruments (Refer to Note 9) at their carrying value and fair value: As of December 31, 2025 As of December 31, 2024 Carrying Value Fair Value Carrying Value Fair Value June Unsecured Debentures $ 24,855 $ 23,831 $ 21,750 $ 20,142 June Secured Debentures 160,772 154,569 144,913 134,096 Secured Notes 8,359 8,089 14,968 15,223 Other — — 696 687 Total $ 193,986 $ 186,489 $ 182,327 $ 170,148 Note 13 - Commitments In the ordinary course of business, the Company enters into contractual agreements with third parties that include non-cancelable payment obligations, for which it is liable in future periods. These arrangements can include terms binding the Company to minimum payments and/or penalties if it terminates the agreement for any reason other than an event of default as described in the agreement. The following table summarizes the Company’s contractual obligations and commitments as of December 31, 2025: 2026 2027 2028 2029 2030 Operating leases $ 7,195 $ 6,849 $ 6,883 $ 6,668 $ 5,987 Service and other contracts 1,986 148 162 — — Long-term debt — 226,338 — 97 111 Contingent consideration payable from Cheetah Acquisition 1,087 2,319 — — — Total $ 10,268 $ 235,654 $ 7,045 $ 6,765 $ 6,098 The Company’s commitments include employees, consultants and advisors, as well as leases and construction contracts for offices, dispensaries and cultivation facilities in the U.S. and Canada. The Company has certain operating leases with renewal options extending the initial lease term for an additional one to 15 years. Sale of Certain Massachusetts AssetsOn February 9, 2024, ICH's wholly-owned subsidiary, Mayflower Medicinals Inc. ("Mayflower"), entered into an Asset Purchase Agreement (the "MA Purchase Agreement") with an unaffiliated third-party buyer (the "MA Buyer"), pursuant to which, Mayflower agreed to sell certain of its assets associated with its Holliston, Massachusetts cultivation and product manufacturing facility (the "Purchased Assets") for $3.0 million (the "Purchase Price"). The transaction closed on September 27, 2024 (the "MA Closing Date"). On the MA Closing Date, $0.5 million was paid in cash (the "Cash Closing Payment"), while the remaining $2.5 million of the Purchase Price will be paid in installments pursuant to two promissory notes (the "MA Notes") as follows: $0.5 million to be paid in equal monthly installments over eight months with interest accruing at 7% per annum, and $2.0 million to be paid in equal monthly installments over 36 months with interest accruing at 7% per annum. As security for payments under the notes, Mayflower executed a security agreement, granting it a first priority lien on the Purchased Assets. The proceeds from the Cash Closing Payment was used by the Company to satisfy certain federal tax obligations. The Company recognized a gain on disposal of $2.6 million, which was the difference between the aggregate fair value of the consideration and the carrying value of the net assets disposed as of the MA Closing Date, which was presented in "recoveries, write-downs and other charges, net" on the consolidated statements of operations for the year ended December 31, 2024. Since the MA Closing Date, the Company has not received any of the scheduled payments pursuant to the MA Notes from the MA Buyer. As a result, during the year ended December 31, 2025, the Company recorded credit loss provisions $1.8 million, which is included within "write-downs, recoveries, and other charges, net" on the consolidated statements of operations. As of December 31, 2025, the MA Notes, net of credit loss provisions is $0.5 million (December 31, 2024 - $2.3 million), which is the portion of the MA Notes that is secured for repayment via a pledge, under a guarantor's agreement executed by the parties.Divesture of Nevada BusinessOn February 23, 2024, the Company's wholly-owned subsidiary, GreenMart of Nevada NLV, LLC ("GMNV") entered into an Asset Purchase Agreement (the "NV Purchase Agreement") with an unaffiliated, third-party buyer (the "NV Buyer"), pursuant to which, GMNV agreed to sell substantially all of the assets of GMNV to the NV Buyer, including GMNV's co-located medical and adult-use cultivation and production facility in North Las Vegas, Nevada, its adult-use dispensary in Las Vegas, Nevada, and its two conditional adult-use dispensary licenses to be located in Henderson and Reno, Nevada (the "Business"). After closing adjustments, the aggregate proceeds to be received from the sale are $5.9 million (the "Purchase Price"). Of the total Purchase Price, $3.5 million was paid in cash at the closing of the NV Purchase Agreement ("NV Closing") and the remaining balance of the Purchase Price is to be paid on a quarterly basis, beginning six months after the NV Closing, over 36 months with interest accruing at 8% per annum. On February 23, 2024, GMNV also entered into a Management Agreement (the "NV Management Agreement"), pursuant to which, the NV Buyer's affiliated entity (the "Manager"), will assume full operational and managerial control of the Business, which was approved by the NV CCB and became effective as of June 24, 2024 (the “NV Management Agreement Effective Date”). As of the NV Management Agreement Effective Date, all operational control of GMNV was transferred to the Manager and the Company determined that it no longer had a controlling financial interest as of the NV Management Agreement Effective Date. The Company recognized an initial gain of $2.1 million, which was the carrying value of the net liabilities disposed from deconsolidation on the NV Management Agreement Effective Date, which was presented in "interest and other income" on the consolidated statements of operations for the year ended December 31, 2024. The NV Closing was subject to, among other customary conditions, receipt of approval of the Nevada Cannabis Compliance Board (the "NV CCB"). On March 20, 2025, the Company received approval from the NV CCB for the NV Purchase Agreement and transfer of the licenses to the NV Buyer. The effective closing date of the NV Closing is March 31, 2025 (the "NV Closing Date"). On the NV Closing Date, the Company received $3.5 million in cash of the Purchase Price, while the remainder is paid through quarterly repayments by way of a promissory note (the "NV Note") issued by the NV Buyer, in respect of which quarterly repayments commenced in September 2025. Accordingly, the Company recognized a gain of $5.7 million, which is the aggregate fair value of the consideration to be received from the Buyer, which is presented in "interest and other income" on the consolidated statements of operations for the year ended December 31, 2025. As of December 31, 2025, the balance outstanding on the NV Note including accrued interest was $2.2 million, of which, $1.1 million is classified within "other current assets" on the consolidated balance sheets. Sale of Certain Arizona AssetsOn February 6, 2025, the Company entered into definitive agreements (the "AZ Purchase Agreements") with an unaffiliated third-party buyer (the "AZ Buyer"), pursuant to which the Company agreed to sell three dispensaries and two processing/cultivation facilities in Arizona for aggregate consideration of approximately $36.5 million (the "AZ Transaction"). The AZ Transaction includes two dispensaries, a processing facility and a cultivation/processing facility located in Mesa, Arizona as well as one dispensary located in Phoenix, Arizona (collectively, the "Facilities"). Following the closing of the AZ Transaction, the Company will continue to operate one dispensary in Mesa, Arizona. Pursuant to the AZ Purchase Agreements, the Company agreed to sell and the AZ Buyer agreed to acquire, substantially all of the assets related to or used in connection with the Facilities, including, but not limited to, all cannabis licenses associated with such businesses and related real property (collectively, the "AZ Purchased Assets"), together with certain assumed liabilities related to the AZ Purchased Assets. The closing of the Transaction is subject to customary conditions precedent, including the receipt of applicable consents and regulatory approvals. The purchase price for the AZ Purchased Assets is approximately $36.5 million and will consist of approximately $20 million of cash payable at closing, subject to certain adjustments, and a secured promissory note to be issued by the AZ Buyer in the principal amount of $16.5 million (the "AZ Note"). The AZ Note will bear interest at a rate of six percent per annum compounded annually, with a term of 66 months. The AZ Transaction closed on February 14, 2025, with an effective closing date of February 10, 2025, which is the date the AZ Buyer assumed the financial benefit and risk relating to the AZ Purchased Assets. At this time, the Company received cash net of closing adjustments of $15.8 million and recognized the fair value of consideration receivable under the AZ Note of $13.5 million. Accordingly, the Company recognized a gain on deconsolidation of $6.3 million, which was difference between the aggregate fair value of the consideration and the carrying value of the net assets disposed from deconsolidation, which is presented in "interest and other income" on the consolidated statements of operations for the year ended December, 2025. On August 29, 2025 (the "AZ Note Closing Date"), the Company entered into a Promissory Note Purchase Agreement (“AZ Note Purchase Agreement”) with an unaffiliated third-party buyer (the “AZ Note Purchaser”) for the sale of the AZ Note. Pursuant to the AZ Note Purchase Agreement and as of the AZ Note Closing Date, the Company agreed to sell, assign, and transfer to the AZ Note Purchaser all its right, title, and interest in the AZ Note and related security documents (collectively, the “AZ Note Assets”). The aggregate consideration for the AZ Note Assets is $11.3 million, which is payable as follows: (i) $10.1 million in cash on the AZ Note Closing Date, subject to certain adjustments for transaction costs, and (ii) $1.2 million to be held in an escrow account to meet any shortfall amounts as contained in the AZ Note Purchase Agreement, with any outstanding balance in the escrow account to be transferred to the Company on the first anniversary of the AZ Note Closing Date. Prior to the sale of the AZ Note, the balance including accrued interest on the AZ Note was $12.7 million. Following the AZ Note Closing Date, the Company recognized a loss of $1.4 million, which was the difference between the aggregate fair value of the consideration and the carrying value of the AZ Note, which is presented in "interest and other income" on the consolidated statements of operations for the year ended December 31, 2025. Note 14 - Contingencies and Guarantees The Company is involved in lawsuits, claims, and proceedings, including those identified below, which arise in the ordinary course of business. In accordance with the FASB ASC Topic 450 Contingencies, the Company will make a provision for a liability when it is both probable that a loss has been incurred and the amount of the loss can be reasonably estimated. The Company believes it has adequate provisions for any such matters. The Company reviews these provisions in conjunction with any related provisions on assets related to the claims at least quarterly and adjusts these provisions to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel and other pertinent information related to the case. Should developments in any of these matters outlined below cause a change in the Company’s determination as to an unfavorable outcome and result in the need to recognize a material provision, or, should any of these matters result in a final adverse judgment or be settled for significant amounts, they could have a material adverse effect on the Company’s results of operations, cash flows, and financial position in the period or periods in which such a change in determination, settlement or judgment occurs. The Company expenses legal costs relating to its lawsuits, claims and proceedings as incurred. The Company has been named as a defendant in several legal actions and is subject to various risks and contingencies arising in the normal course of business. Based on consultation with counsel, management and legal counsel is of the opinion that the outcome of these uncertainties will not have a material adverse effect on the Company’s financial position. The events that allegedly gave rise to the following claims occurred prior to the Company’s closing of the MPX Acquisition in February 2019 are as follows: On May 29, 2019, Walmer Capital Limited (“Walmer”) and Island Investments Holdings Limited (“Island”) filed a statement of claim in the Ontario Superior Court of Justice against MPX Bioceutical ULC (“MPX ULC”). The claim arose from the debentures (the “MPX Debentures”) issued by MPX Bioceutical Corporation (“MPX Corporation”) in May 2018, the majority of which debentures were redeemed on April 24, 2019 by MPX ULC, a wholly-owned subsidiary of the Company and the successor entity to MPX Corporation following the MPX Acquisition. MPX ULC withheld the redemption of approximately $1.3 million of the original subscription amount of the MPX Debentures as MPX ULC was unable to confirm valid payment of such debentures (the “Disputed Debentures”). The plaintiffs’ statement of claim alleged that the plaintiffs were entitled to the Disputed Debentures and sought immediate conversion of such debentures into the Company’s common shares. In addition, the plaintiffs sought damages including, but not limited to, for breach of the Disputed Debentures and related indenture in the amount of $111.0 million and breach of a security subordination agreement in the amount of $3.5 million. On July 2, 2019, Walmer, Island, Walmer’s principal, Alastair Crawford (“Crawford”), Broughton Limited (“Broughton”) and Puddles 8 Limited (“Puddles”) filed a petition in British Columbia against the Company and its then directors based on the same facts as alleged in the statement of claim filed by Walmer and Island in the Ontario Superior Court of Justice and seeking a declaration that the respondents engaged in oppressive or unfairly prejudicial conduct and resulting damages. In September 2019, the parties to the Ontario action and the British Columbia petition agreed to consolidate the two proceedings into one action that addresses all issues in the British Columbia petition and agreed to discontinue the separate proceedings. On August 23, 2019, Walmer, Island, Crawford, Broughton and Puddles filed a notice of civil claim in the Supreme Court of British Columbia against MPX ULC, the Company and its then directors consolidating the allegations made in the previously commenced Ontario action and British Columbia petition and seeking, among other things: (i) a mandatory order compelling MPX ULC and the Company to convert the Disputed Debentures into common shares of the Company; (ii) damages for breach of the Disputed Debentures (and indentures) and breach of fiduciary obligations in the amount of $111.0 million; (iii) damages for breach of a security subordination agreement in the amount of $3.5 million; (iv) damages for breach of a consultancy agreement in the approximate amount of $0.4 million plus approximately $0.2 million plus certain warrants; and (v) damages for breach of the duty of good faith in the amount of $1.0 million. On October 31, 2019, the Company and MPX ULC served the plaintiffs with a response and counterclaim. On December 3, 2019, the plaintiffs served (i) a notice of application seeking an order to strike the Company’s and MPX ULC’s counterclaim against Timothy Childs, Island’s principal, in his personal capacity, on the basis that it alleges no cause of action against him and (ii) a notice of application for summary judgment. On February 11, 2020, the Company’s directors filed a defense to the plaintiffs’ claim with the Supreme Court of British Columbia. On August 22, 2023, Walmer, Island, Broughton, Crawford and Puddles filed a Notice of Intention to Proceed with their claim. On June 4, 2025, the plaintiffs filed an Amended Notice of Civil Claim (the "Amended Claim"), which, among other things, revised the relief sought by the plaintiffs. Pursuant to the Amended Claim, the plaintiffs are seeking: (i) damages for failure to pay the Disputed Debentures in the amount of $1.8 million plus bonus and interest; (ii) damages for breach of a consultancy agreement in amount of $0.4 million plus approximately $0.2 million; and (iii) damages for breach of the duty of good faith owed to the plaintiffs in the amount of $1.0 million. The Company and MPX ULC filed its response and counterclaim on July 4, 2025.In addition, the Company is currently reviewing the following matters with legal counsel and has not yet determined the range of potential losses: In October 2018, Craig Roberts and Beverly Roberts (the “Roberts”) and the Gary W. Roberts Irrevocable Trust Agreement I, Gary W. Roberts Irrevocable Trust Agreement II, and Gary W. Roberts Irrevocable Trust Agreement III (the “Roberts Trust” and together with the Roberts, the “Roberts Plaintiffs”) filed two separate but similar declaratory judgment actions in the Circuit Court of Palm Beach County, Florida against GrowHealthy Holdings, LLC (“GrowHealthy Holdings”) and the Company in connection with the acquisition of substantially all of GrowHealthy Holdings’ assets by the Company in early 2018. The Roberts Plaintiffs sought a declaration that the Company must deliver certain share certificates to the Roberts without requiring them to deliver a signed Shareholder Representative Agreement to GrowHealthy Holdings, which delivery was a condition precedent to receiving the Company share certificates and required by the acquisition agreements between GrowHealthy Holdings and the Company. In January 2019, the Circuit Court of Palm Beach County denied the Roberts Plaintiffs’ motion for injunctive relief, and the Roberts Plaintiffs signed and delivered the Shareholder Representative Agreement forms to GrowHealthy Holdings while reserving their rights to continue challenging the validity and enforceability of the Shareholder Representative Agreement. The Roberts Plaintiffs thereafter amended their complaints to seek monetary damages in the aggregate amount of $22.0 million plus treble damages. On May 21, 2019, the court issued an interlocutory order directing the Company to deliver the share certificates to the Roberts Plaintiffs, which the Company delivered on June 17, 2019, in accordance with the court’s order. On December 19, 2019, the Company appealed the court’s order directing delivery of the share certificates to the Florida Fourth District Court of Appeal, which appeal was denied per curiam. On October 21, 2019, the Roberts Plaintiffs were granted leave by the Circuit Court of Palm Beach County to amend their complaints in order to add purported claims for civil theft and punitive damages, and on November 22, 2019, the Company moved to dismiss the Roberts Plaintiffs’ amended complaints. On May 1, 2020, the Circuit Court of Palm Beach County heard arguments on the motions to dismiss, and on June 11, 2020, the court issued a written order granting in part and denying in part the Company’s motion to dismiss. Specifically, the order denied the Company’s motion to dismiss for lack of jurisdiction and improper venue; however, the court granted the Company’s motion to dismiss the Roberts Plaintiffs’ claims for specific performance, conversion and civil theft without prejudice. With respect to the claim for conversion and civil theft, the Circuit Court of Palm Beach County provided the Roberts Plaintiffs with leave to amend their respective complaints. On July 10, 2020, the Roberts Plaintiffs filed further amended complaints in each action against the Company including claims for conversion, breach of contract and civil theft including damages in the aggregate amount of $22.0 million plus treble damages, and on August 13, 2020, the Company filed a consolidated motion to dismiss such amended complaints. On October 26, 2020, Circuit Court of Palm Beach County heard argument on the consolidated motion to dismiss, denied the motion and entered an order to that effect on October 28, 2020. Answers on both actions were filed on November 20, 2020 and the parties commenced discovery. On September 9, 2021, the Roberts Plaintiffs filed a motion to consolidate the two separate actions, which motion was granted on October 14, 2021. On August 6, 2020, the Roberts filed a lawsuit against Randy Maslow, the Company’s now former Interim Chief Executive Officer, President, and director, in his individual capacity (the “Maslow Complaint”), alleging a single count of purported conversion. The Maslow Complaint was not served on Randy Maslow until November 25, 2021, and the allegations in the Maslow Complaint are substantially similar to those allegations for purported conversion in the complaints filed against the Company. On March 28, 2022, the court consolidated the action filed against Randy Maslow with the Roberts Plaintiffs’ action for discovery and trial purposes. As a result, the court vacated the matter’s initial trial date of May 9, 2022 and the case has not been reset for trial yet. On April 22, 2022, the parties attended a court required mediation, which was unsuccessful. On May 6, 2022, the Circuit Court of Palm Beach County granted Randy Maslow’s motion to dismiss the Maslow Complaint. On May 19, 2022, the Roberts filed a second amended complaint against Mr. Maslow (“Amended Maslow Complaint”). On June 3, 2022, Mr. Maslow filed a motion to dismiss the Amended Maslow Complaint, which was denied on September 9, 2022. On April 12, 2023, the Circuit Court of Palm Beach County set this matter for a jury trial to occur sometime between June 5, 2023 and August 11, 2023; however, the court rescheduled the jury trial and did not set a new trial date. On April 14, 2023, the Roberts Plaintiffs filed a partial Motion for Summary Judgment on liability for the Roberts Plaintiffs' claims for breach of contract and the Company filed a competing Motion for Summary Judgment on all claims against the Company. On April 21, 2023, Mr. Maslow also filed a Motion for Summary Judgment. All of the motions remain pending. On February 27, 2024, the Roberts Plaintiffs filed a Notice for Jury Trial with the Circuit Court of Palm Beach County, notifying the court that the matter was ready to be set for trial. On April 19, 2024, the Roberts Plaintiffs filed a Motion for Speedy Trial due to the ages and health of the Roberts Plaintiffs. On May 14, 2024, the court issued a scheduling order that, among other things, set this matter for a jury trial to occur sometime between October 21, 2024 and December 27, 2024; however, due to competing schedules of the parties, the court elected to specially set the trial. On October 15, 2024, the court issued an order specially setting the trial to begin on January 14, 2025; however, the court has vacated this trial date. On December 13, 2024, the court denied each of the parties' respective Motions for Summary Judgment. Further, the parties have been ordered by the court to attend mediation, which occurred on March 7, 2025 and was ultimately unsuccessful. On March 21, 2025, the court issued an order specially setting the trial to begin on April 8, 2025 and on the same day, the Company filed an objection to the order on the basis that that it was not timely issued. Also on March 21, 2025, the court scheduled a case management conference for March 28, 2025 and referred this matter to non-binding arbitration beginning on April 8, 2025. The parties attended non-binding arbitration on April 15, 2025, the results of which are confidential. On March 31, 2025, the court issued an order specially setting the trial to begin on June 17, 2025. On June 15, 2025, the parties executed a settlement agreement (the "Roberts Settlement Agreement"), pursuant to which, the Company agreed to pay the Roberts Plaintiffs a total sum of $5.5 million, payable as follows: (i) $1,250,000 within five (5) business days of executing the Roberts Settlement Agreement; (ii) $150,000 on January 5, 2026; and (iii) starting January 5, 2026, $4.1 million in equal monthly installments over thirty-six (36) months, bearing simple interest rate of 6% per year. On June 16, 2025, the parties filed a Joint Stipulation to Dismiss this matter with prejudice, which was approved by the court on June 17, 2025.On July 23, 2020, Blue Sky Realty Corporation filed a putative class action against the Company and the Company’s former Chief Financial Officer in the Ontario Superior Court of Justice (“OSCJ”) in Toronto, Ontario. On September 27, 2021, the OSCJ granted leave for the plaintiff to amend its claim (“Amended Claim”). In the Amended Claim, the plaintiff seeks to certify the proposed class action on behalf of two classes. “Class A” consists of all persons, other than any executive level employee of the Company and their immediate families (“Excluded Persons”), who acquired the Company’s common shares in the secondary market on or after April 12, 2019, and who held some or all of those securities until after the close of trading on April 5, 2020. “Class B” consists of all persons, other than Excluded Persons, who acquired the Company’s common shares prior to April 12, 2019, and who held some or all of those securities until after the close of trading on April 5, 2020. Among other things, the plaintiff alleges statutory and common law misrepresentation, and seeks an unspecified amount of damages together with interest and costs. The plaintiff also alleges common law oppression for releasing certain statements allegedly containing misrepresentations inducing Class B members to hold the Company’s securities beyond April 5, 2020. No certification motion has been scheduled. The Amended Claim also changed the named plaintiff from Blue Sky Realty Corporation to Timothy Kwong. The hearing date for the motion for leave to proceed with a secondary market claim under the Securities Act (Ontario) has been vacated. The parties have reached a settlement in principle, and November 16, 2023, the OSCJ certified the class for settlement purposes only. On February 20, 2024, the OSCJ held the settlement approval hearing and on March 8, 2024, issued its decision rejecting the proposed settlement. On August 19, 2021, Arvin Saloum (“Saloum”), a former consultant of the Company, filed a Demand for Arbitration with the American Arbitration Association (the “Arbitration Action”) against The Healing Center Wellness Center, Inc. (“THCWC”) and iAnthus Arizona, LLC (“iA AZ”), claiming a breach of a Consulting and Joint Venture Agreement (the “JV Agreement”) for unpaid consulting fees allegedly owed to Saloum under the JV Agreement. Saloum is claiming damages between $1.0 million and $10.0 million. On September 7, 2021, THCWC and iA AZ filed Objections and Answering Statement to Saloum’s Demand for Arbitration. On November 18, 2021, THCWC and iA AZ filed a Complaint for Declaratory Judgment (“Declaratory Judgment Complaint”) with the Arizona Superior Court, Maricopa County (“Arizona Superior Court”), seeking declarations that: (i) the JV Agreement is void, against public policy and terminable at will; (ii) the JV Agreement is unenforceable and not binding; and (iii) the JV Agreement only applies to sales under the Arizona Medical Marijuana Act. On January 21, 2022, Saloum filed an Answer with Counterclaims in response to the Declaratory Judgment Complaint. The Declaratory Judgment Complaint remains pending before the Arizona Superior Court. The Arbitration Action is stayed, pending resolution of the Declaratory Judgment Complaint. On April 25, 2023, the parties attended a mediation, which was unsuccessful. The parties are currently engaging in discovery. On March 23, 2026, Saloum filed a Partial Motion for Summary Judgment, seeking a declaration that the JV Agreement is binding upon THCWC, iA AZ and the Company (collectively, the "iAnthus Parties") because: (i) the iAnthus Parties ratified the JV Agreement by making payments to Saloum; (ii) the iAnthus Parties assumed the obligations under the JV Agreement in connection with the MPX Acquisition; (iii) the MPX Acquisition was a de-facto merger, meaning MPX Corporation's obligations became the iAnthus Parties'; and (iv) the iAnthus Parties are stopped from denying the enforceability of the JV Agreement because Saloum relied upon the iAnthus Parties' performance. The iAnthus Parties’ response is due on April 23, 2026.On May 23, 2022, CGX Life Sciences, Inc. (“CGX”), a wholly-owned subsidiary of the Company, filed a demand for arbitration (the “CGX Arbitration”) with the American Arbitration Association (“AAA”) against LMS Wellness, Benefit LLC (“LMS”) and its 100% owner, William Huber (“Huber” and together with LMS, the “Defendants”) for various breaches under the option agreements entered into between CGX and LMS, on the one hand, and CGX and Huber on the other (collectively, the “Option Agreements”). Specifically, CGX is seeking: (i) an order finding the Defendants in breach of the Option Agreements and directing specific performance by the Defendants of their obligations under the Option Agreements to complete the sale and transfer of LMS to CGX; (ii) an order either tolling or extending the closing date under the Option Agreements; (ii) an order requiring Huber to restore LMS’ bank account of all sums withdrawn for the payment of contracts entered into in breach of the Option Agreements; and (iii) an order prohibiting Huber from withdrawing any further funds from LMS’ bank account. On June 8, 2022, the Defendants filed an Answering Statement, denying the allegations raised by CGX and sent a notice to CGX, purporting to terminate the Option Agreements. In addition, on June 8, 2022, LMS filed a demand for arbitration (the “S8 Arbitration”) with the AAA against S8 Management, LLC (“S8”), alleging that S8 breached the Amended and Restated Management Services Agreement (the “MSA”) entered into between LMS and S8 on March 12, 2018. On June 24, 2022, the Defendants filed Motion to Consolidate the CGX Arbitration and S8 Arbitration. On July 5, 2022, CGX filed an opposition to the Defendants’ Motion to Consolidate and a cross-Motion to Stay the S8 Arbitration to allow the CGX Arbitration to proceed first. On July 26, 2022, the parties attended a preliminary conference with the arbitrator, at which conference the arbitrator preliminarily granted the Defendants’ Motion to Consolidate and denied CGX’s cross-Motion to Stay the S8 Arbitration. On October 7, 2022, CGX filed a dispositive motion for specific performance of Defendants’ obligations to complete the sale of LMS to CGX (claims (i) and (ii), above), which Defendants opposed. On October 31, 2022, the arbitrator granted CGX’s dispositive motion and ordered Defendants to complete the sale of LMS to CGX. The remaining claims asserted in the CGX Arbitration (claims (iii) and (iv), above) and the S8 Arbitration remain pending. On November 30, 2022, Defendants filed a Petition to Vacate Arbitration Award. CGX’s filed its response on January 30, 2023, and subsequently the Defendants filed a Request for Hearing on February 3, 2023. The Circuit Court for Baltimore County had a hearing on the Petition to Vacate Arbitration Award on February 21, 2024, and on March 4, 2024, the Circuit Court for Baltimore County denied Defendants' Petition to Vacate Arbitration Award. On April 8, 2024, the Defendants submitted the required ownership transfer paperwork to the Maryland Cannabis Administration (the "MCA") to request approval of the transfer of ownership of LMS to CGX following the denial of the Defendants' Petition to Vacate Arbitration Award. Also on April 8, 2024, the Defendants requested that the MCA either deny the ownership transfer of LMS to CGX, or delay their consideration of the request until the S8 Arbitration is complete. On April 22, 2024, the MCA notified the parties that it will wait to consider the request to transfer ownership of LMS to CGX until the S8 Arbitration is complete. Beginning on July 15, 2024, the parties attended a hearing regarding claims (iii) and (iv) in the CGX Arbitration and the claims in the S8 Arbitration. The parties filed post-hearing briefs on August 27, 2024 and oral argument regarding the post-hearing briefs was held on September 16, 2024. On September 24, 2024, the arbitrator issued his final award, in which he denied the claims of all parties in the CGX Arbitration and S8 Arbitration. Upon completion of the CGX Arbitration and S8 Arbitration, CGX continued to pursue regulatory approval of the transfer of ownership of LMS to CGX from the MCA. On March 4, 2025, the MCA approved the transfer of 100% of the ownership of LMS to CGX.Pursuant to the terms of the Option Agreements, LMS and Huber are required to close the transaction and transfer 100% of the membership interests of LMS to CGX within two (2) business days of receipt of the MCA's approval, as that was the final closing condition to be satisfied. Accordingly, CGX demanded that LMS and Huber close no later than March 7, 2025. LMS and Huber failed to close and on March 10, 2025, CGX filed a Motion to Enforce Judgment to mandate that LMS and Huber transfer ownership of LMS to CGX, among other things. LMS and Huber have not responded to CGX's motion yet. On March 7, 2025, LMS filed an action in the Circuit Court for Anne Arundel County, seeking a writ of mandamus, temporary restraining order and preliminary injunction against the MCA on the basis that the MCA violated the law by issuing its March 4, 2025 approval regarding the transfer of 100% of the ownership of LMS to CGX. Specifically, LMS is seeking an order that the MCA be compelled to rescind its approval because ownership of LMS's license cannot be transferred for five (5) years, or until July 1, 2028, because LMS converted its medical-only license to a dual license on July 1, 2023. On March 12, 2025, the MCA filed its opposition to LMS, arguing, among other things, that the court order exception to the 5-year restriction on transfers applies. Also on March 12, 2025, CGX intervened and filed an opposition to LMS, incorporating the MCA's opposition. On March 14, 2025, the parties attended a court conference and the court denied LMS's motion for a temporary restraining order. On April 18, 2025, the court granted CGX’s Motion to Enforce Judgment and ordered LMS and Huber to close the transaction and transfer 100% of the membership interests of LMS to CGX no later than April 21, 2025. On April 21, 2025, LMS complied with the court’s order and CGX now owns 100% of LMS. As a result, this matter is now resolved.On June 20, 2023, LMS filed a complaint in the United States District Court for the District of Maryland against the Company and three wholly-owned subsidiaries of the Company (the "iAnthus Defendants"), alleging conversion, RICO violations and unjust enrichment and seeking damages in excess of $4.5 million, plus treble damages (the "Federal Complaint"). The allegations in the Federal Complaint appear substantially similar to, and appear to arise from substantially the same operative facts as, those alleged by LMS in the CGX Arbitration, the S8 Arbitration, and in support of the Defendants' Petition to Vacate Arbitration Award. The iAnthus Defendants deny LMS’s allegations alleging unlawful conduct. The iAnthus Defendants filed a Motion to Dismiss (Or Stay the Proceedings) the Federal Complaint on September 11, 2023. On March 12, 2024, the Court granted the iAnthus Defendants' motion and administratively stayed the Federal Complaint pending the outcome of the CGX Arbitration and the S8 Arbitration. On November 1, 2024, LMS filed a voluntary notice of dismissal, dismissing the Federal Complaint. On November 4, 2024, the court ordered that LMS’s notice of dismissal be adopted and further ordered that the Federal Complaint be dismissed.On June 20, 2022, Michael Weisser (“Weisser”) commenced a petition (the “Petition”) in the Supreme Court of British Columbia (the “Court”) against the Company and the Company’s former board of directors. In the Petition, Weisser sought: (i) a declaration that the affairs of Company and its then-board of directors were being conducted or have been conducted in a manner that is oppressive and/or prejudicial to Weisser; (ii) an order that Weisser is entitled to call and hold the Company’s annual general meeting for 2020 ( “2020 AGM”) on or before June 30, 2022 or a date set by the Court as soon as reasonably possible; (iii) alternatively, an order that the Company hold the 2020 AGM on or before June 30, 2022 or a date set by the Court as soon as reasonably possible; (iv) an order that the Company set the record date for the 2020 AGM; (v) an order that Weisser is entitled to appoint a chair for the 2020 AGM, or that the Court appoint an independent chair for the 2020 AGM; and (vi) an order that the Company be required to provide Weisser with an opportunity to review all votes and proxies submitted in respect of the 2020 AGM, no later than 24 hours in advance of the 2020 AGM. On June 22, 2022, Weisser was granted a short leave by the Court which permitted a return date for the Petition of June 28, 2022. On June 24 2022, the Company closed the Recapitalization Transaction and the Company noticed the 2020 AGM, the annual general meeting for 2021 (“2021 AGM”) and the annual general meeting for 2022 (the “2022 AGM” and together with the 2020 AGM and 2021 AGM, the “AGMs”). As a result, Weisser’s Petition was rendered moot. On November 14, 2022, Weisser filed an application (the “Application”) in the Petition proceeding, seeking to add the Secured Lenders and Consenting Unsecured Lenders as respondents to the Petition and to amend the Petition. Specifically, Weisser is seeking to amend the Petition to request: (i) a declaration that the affairs of the Secured Lenders, Consenting Unsecured Lenders, the Company and the powers of its then-directors have been and are continuing to be conducted in a manner that is oppressive and/or prejudicial to Weisser; (ii) an order setting aside and/or unwinding the closing of the Recapitalization Transaction; (iii) an order setting aside the results of the Company’s annual general meeting held August 11, 2022; (iv) an order that the 2020 AGM be held by December 31, 2022; (v) an order that the Company set the record date for the 2020 AGM to hold the meeting by December 31, 2022; (vi) an order that for purposes of voting at the 2020 AGM, the shareholdings of the Company be those shareholdings that existed prior to the closing of the Recapitalization Transaction; (vii) an order that Weisser is entitled to appoint a chair for the 2020 AGM, or that the Court appoint an independent chair for the 2020 AGM; (viii) an order that the Company be required to provide Weisser with an opportunity to review all votes and proxies submitted in respect of the 2020 AGM, no later than 24 hours in advance of the 2020 AGM; and (ix) an order that pending the 2020 AGM, the Company’s current board of directors be replaced by an interim slate of directors to be nominated by Weisser. On May 2, 2023, ICH and its former directors filed their response to the Petition, opposing all orders sought by Weisser, in part, as the Petition is barred by the releases in the Plan of Arrangement and constitutes a collateral attack on Justice Gomery's order approving the Plan. Weisser has not requested a hearing date on the Petition yet. On April 5, 2023, Canaccord Genuity Corp. ("Canaccord") filed a Statement of Claim against the Company in the OSCJ pursuant to an engagement letter (as amended, the "Engagement Letter") entered into by and between Canaccord and the Company. Specifically, Canaccord alleges that it is owed a cash fee equal to approximately $2.2 million(the "Alleged Fee") pursuant to the Engagement Letter as a result of the closing of the Recapitalization Transaction. The Company filed its Statement of Defense on May 17, 2023 in which, the Company disputes that it owes the Alleged Fee on the basis that the Recapitalization Transaction closed outside of the tail period of the Engagement Letter, which expired on November 4, 2021. The Company also filed a counterclaim against Canaccord, seeking the repayment of $0.3 million payment mistakenly made by the Company towards the Alleged Fee in October 2022. On November 3, 2023, Canaccord filed a Motion for Summary Judgment, requesting that the court grant Canaccord's claim for the Alleged Fee. The hearing on Canaccord's Motion for Summary Judgment was held on June 26, 2025. On August 8, 2025, the parties executed a settlement agreement, pursuant to which, the Company agreed to pay Canaccord a total sum of $2.0 million, payable as follows: (i) $0.3 million by August 20, 2025; and (ii) $1.7 million in 24 equal monthly installments, beginning on September 19, 2025.Note 15 - Related Party Transactions December 31, December 31, 2025 2024 Financial Statement Line Item Long-term debt, net of issuance costs (1) 188,088 177,925 Accrued and other current liabilities 4,032 9,461 Total $ 192,120 $ 187,386 (1)Upon the closing of the Recapitalization Transaction, certain of the Company’s lenders held greater than 5.0% of the voting interests in the Company and therefore are classified as related parties. Refer to Note 9 for further discussion. Pursuant to the terms of the Secured DPA, the Company has a related party payable of $6.3 million due to certain of the New Secured Lenders, including Gotham Green Fund 1, L.P., Gotham Green Fund 1 (Q), L.P., Gotham Green Fund II, L.P., Gotham Green Fund II (Q), L.P., Oasis Investment Master II Fund LTD., Senvest Global (KY), LP, Senvest Master Fund, LP and Hadron Healthcare and Consumer Special Opportunities Master Fund, for certain out-of-pocket costs, charges, fees, taxes and other expenses incurred by the New Secured Lenders in connection with the closing of the Recapitalization Transaction (the “Deferred Professional Fees”). These New Secured Lenders held greater than 5.0% of the outstanding common shares of the Company upon the closing of the Recapitalization Transaction and are therefore considered to be related parties. The Company had until December 31, 2022, to pay the Deferred Professional Fees ratably based on the amount of each New Secured Lender’s Deferred Professional Fees. The Deferred Professional Fees accrued simple interest at the rate of 12.0% from the Closing Date until December 31, 2022. Beginning with the first business day of the month following December 31, 2022, interest shall accrue on the Deferred Professional Fees at the rate of 20.0% calculated on a daily basis and is payable on the first business day of every month until the Deferred Professional Fees and accrued interest thereon is paid in full.On February 5, 2025, the Company entered into consent and release agreement with Secured Lenders to utilize cash proceeds upon the closing of the AZ Transaction to payments in the amount of $5.0 million towards the principal amount outstanding under the Deferred Professional Fees. In addition, the Secured Lenders agreed to reduce the outstanding amount of the Deferred Professional fees by $1.0 million and reduce interest to 8% on the remaining balance. On September 2, 2025, the Company applied cash proceeds from the sale of the AZ Note, utilizing $0.3 million toward the remaining principal and $0.9 million toward accrued interest under the Deferred Professional Fees. As of December 31, 2025, the outstanding related party portion of the Deferred Professional Fees including accrued interest was $2.2 million (December 31, 2024 – $9.2 million). The related party balance is presented in accrued and other current liabilities on the consolidated balance sheets.Pursuant to the terms of 2024 NJ Amendment, interest accruing after February 16, 2024 will be payable in cash on the last day of each fiscal quarter (the first such interest payment date being May 16, 2024). As of December 31, 2025 the outstanding related party portion of the interest payable was $0.1 million (December 31, 2024 - $0.2 million) presented in accrued and other current liabilities on the consolidated balance sheets.Note 16 - Income Taxes Income tax (benefit) expense for the years ended December 31, 2025 and 2024 consisted of the following: 2025 2024 Current income (benefit) tax expense Federal $ 16,355 $ (9,215 ) State 683 11,811 Total current income tax expense 17,038 2,596 Deferred income tax recoveries Federal — (16,053 ) State — (4,221 ) Total deferred income tax benefit — (20,274 ) Income tax (benefit) expense $ 17,038 $ (17,678 ) Income tax expense differed from the amount computed by applying the federal statutory tax rate of 21.0% for the years ended December 31, 2025 and 2024 due to the following: 2025 2024 Pretax loss at federal statutory rate $ (4,865 ) 21.0% $ (5,316 ) 21.0% State income taxes, net of federal expense (362 ) -1.6% (244 ) 1.0% Foreign income taxes (428 ) -1.8% (848 ) 3.3% Non-deductible items 328 1.4% 1,065 -4.2% True-up of income taxes payable 11,232 48.5% (6,573 ) 26.0% Uncertain tax positions 4,821 20.8% 5,363 -21.2% Other items (5,226 ) -22.6% (20 ) 0.1% Change in valuation allowance 11,538 49.8% (11,105 ) 43.9% Income tax (benefit) expense $ 17,038 73.6% $ (17,678 ) 69.8% The tax effects of temporary differences that give rise to significant portions of the deferred income tax assets and liabilities as of December 31, 2025 and 2024 are presented below: 2025 2024 Deferred income tax assets: Net operating loss carryforwards $ 39,401 $ 52,183 Interest expense carryforwards 44,875 35,596 Stock based compensation 14,173 12,486 Intangible assets 5,019 6,650 Property, plant and equipment 3,126 6,696 Inventories 41 166 Other items 9,047 1,103 115,682 114,880 Valuation allowance (95,973 ) (94,151 ) Deferred income tax assets $ 19,709 $ 20,729 Deferred income tax liabilities: Intangibles resulting from acquisitions (19,709 ) (20,729 ) Deferred income tax liabilities (19,709 ) (20,729 ) Net deferred income tax liabilities $ — $ — As of December 31, 2025, the Company has Canadian non-capital loss carryforwards of $131.1 million available to offset future income which will expire in the years 2026 through 2043. As of December 31, 2025, the Company has federal net operating loss carryforwards of approximately $152.5 million with a portion that will begin to expire in the years 2035 through 2037. Additionally, the Company has net operating loss carryforwards for state purposes aggregating $142.1 million as of December 31, 2024, of which a portion will begin to expire in the years 2028 through 2043. For the year ended December 31, 2025, the Company has established a full valuation allowance based on management’s assertion that certain deferred tax assets, related to net operating loss carryforwards, are not realizable in the near future due to operating losses incurred as we continue to expand the business and Section 163(j) limitation on interest expense deductibility. In general, under Section 382 of the U.S. Internal Revenue Code of 1986, as amended, a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its pre-change net operating loss carryforwards (“NOLs”) to offset future taxable income. Similarly, where control of a corporation has been acquired by a person or group of persons, subsection 111(5) of the Income Tax Act (Canada), and equivalent provincial income tax legislation restrict the corporation’s ability to carry forward non-capital losses from preceding taxation years. The Company concluded that the Recapitalization Transaction which closed on June 24, 2022 did not qualify as an acquisition of control for Canadian tax purposes; therefore, the Company’s existing Canadian non-capital losses are unlimited and continue to have a full valuation allowance set against its deferred tax assets. The U.S. NOLs will be subject to a substantial annual limitation arising from the Company’s ownership changes. As a result, a full valuation allowance has been recorded by the Company on these deferred tax assets as well as any Section 163(j) interest limitation deduction carryforwards. The Section 382 limitation is increased by recognized built-in gain (“RBIG”) in the five-year period following the change date to the extent that the value of the loss corporation’s assets exceed the tax basis of these assets. Under the Section 338 approach, assets are treated as generating RBIG even if these assets are not disposed of during the five-year recognition period. The Company is in the process of reviewing the tax basis of their fixed assets so it can compare it to the deemed selling price under Section 382 of the code. The Company is expecting that this calculation may result in a RBIG that would increase the Section 382 limitation available over the next five years. The Company files income tax returns in Canada, Luxembourg, United States and various state and local tax jurisdictions. The Company’s income tax years open to examination are 2013 through 2020 in Canada, and 2019 through 2022 in the United States. The Company record uncertain tax position when a tax position does not meet the 50% more-likely-than-not threshold. For the years ended December 31, 2025 and December 31, 2024, there was $106.9 million and $81.4 million, respectively in unrecognized tax benefits that if recognized, would impact our effective tax rate. As the Company operates in the cannabis industry within the United States, the Company considers Internal Revenue Code (“IRC”) Section 280E which generally allows a deduction for certain expenses directly related to sales of product. Based on our legal interpretation, we have established a reserve for uncertain tax positions related to the differences that would arise under IRC Section 280E. 2025 2024 Unrecognized tax benefits: Beginning balance $ 81,371 $ — Additions for tax positions related to current year 17,392 81,371 Additions for tax positions related to prior years 8,137 — Balance as of December 31, 2025 $ 106,900 $ 81,371 Note 17 – Consolidated Statements of Cash Flows Supplemental Information (a) Cash payments made on account of: Year Ended December 31, 2025 2024 Income taxes (including interest and penalties) $ 7,669 $ 4,402 Interest 1,486 1,525 (b) Changes in other non-cash operating assets and liabilities are comprised of the following: Year Ended December 31, 2025 2024 Decrease (increase) in: Accounts receivables, net $ 4,372 $ (1,762 ) Prepaid expenses (1,345 ) (190 ) Inventories, net (4,493 ) 1,570 Other current assets (1,776 ) 1,194 Other long-term assets 1,769 (641 ) Operating leases (1,659 ) (2,196 ) (Decrease) increase in: Accounts payable 1,935 (2,003 ) Accrued and other current liabilities (2,273 ) (55,362 ) Other non-current liabilities 2,532 (518 ) Uncertain tax position liabilities 10,220 54,304 $ 9,282 $ (5,604 ) (c) Depreciation and amortization are comprised of the following: Year Ended December 31, 2025 2024 Property, plant and equipment $ 7,003 $ 8,774 Operating lease ROU assets 2,075 2,055 Intangible assets 10,212 13,907 $ 19,290 $ 24,736 (d) Write-downs, (recoveries) and other charges, net are comprised of the following: Year Ended December 31, 2025 2024 Account receivable $ 306 $ 1,181 Notes receivable 1,808 — Share issuance — 320 Operating lease ROU assets — (136 ) Intangible assets 85 — Property, plant and equipment 814 (2,601 ) $ 3,013 $ (1,236 ) (e) Significant non-cash investing and financing activities are as follows: Year Ended December 31, 2025 2024 Supplemental Cash Flow Information: Non-cash consideration for paid-in-kind interest $ 14,820 $ 13,951 Non-cash issuance of shares for the Cheetah Acquisition 1,167 — Non-cash issuance of shares from Senior Secured Bridge Notes Amendment — 1,581 Assets classified as assets held for sale — 23,572 Liabilities classified as held for sale (2,347 ) Non-cash issuance of shares for legal settlements — 355 Non-cash issuance of Senior Secured Bridge Notes — 14,345 Non-cash extinguishment of Senior Secured Bridge Notes — (15,813 ) Note 18 - Subsequent Events Legal Proceedings Please refer to Note 14 for further discussion. Extension of INJ Senior Secured Bridge NotesOn February 16, 2026, the Company entered into amending agreements (the "2026 Bridge Notes Amendment") to the senior secured bridge notes (the “Senior Secured Bridge Notes”) originally issued by INJ on February 2, 2021, with the collateral agent and certain holders of the Senior Secured Bridge Notes in the aggregate initial principal amount of $11 million and having a maturity date of February 16, 2026. Pursuant to the 2026 Bridge Notes Amendment, the maturity date of the Bridge Notes has been extended from February 16, 2026, to June 24, 2027 in consideration of an amendment fee equal to two percent (2%) of the principal amount of such Senior Secured Bridge Notes as of the date of the 2026 Bridge Notes Amendment, payable on the amended maturity date. As of February 16, 2026, the aggregate principal amount outstanding on the Bridge Notes is approximately $8.4 million.Issuance of Common SharesOn January 6, 2026, the Company issued 113,424 common shares for vested RSUs to certain employees and directors. The Company withheld 910 common shares to satisfy employees' tax obligations of less than $0.1 million. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls Our Chief Executive Officer and our Chief Financial Officer have evaluated the effectiveness of our “disclosure controls and procedures” as of December 31, 2025, the end of the period covered by this Annual Report on Form 10-K. The term “disclosure controls and procedures” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files under the Exchange Act is accumulated and communicated to a company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Based on the evaluation of our disclosure controls and procedures as of December 31, 2025, our Chief Executive Officer and our Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were not effective due to material weaknesses, which could adversely affect our ability to record, process, summarize, and report financial data. Such weaknesses include: (1) We did not perform reviews of relevant Service Organization Control Reports for key third party service providers; (2) We did not perform an effective risk assessment or monitor internal controls over financial reporting.We have developed a plan to remediate the material weaknesses, which includes dedicating additional resources to assess and improve our ITGCs, and (ii) developing a roadmap to become SOX compliant by the required deadline. Management’s Annual Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rule 13a-15(f). Internal control over financial reporting is a process designed under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with GAAP. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. As of December 31, 2025, under the supervision and with the participation of our management, including Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework—2013. Based on this assessment, our management concluded that, as of December 31, 2025, our internal control over financial reporting was not effective due to material weaknesses in our internal control over financial reporting related to certain matters, including: (1) We did not perform reviews of relevant Service Organization Control Reports for key third party service providers; (2) We did not perform an effective risk assessment or monitor internal controls over financial reporting.In light of these material weaknesses, we performed additional analysis and other post-closing procedures to ensure the reliability of financial reporting and that our financial statements were prepared in accordance with GAAP. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.Our management with oversight from the Audit Committee of the Board of Directors have developed a plan to remediate these material weaknesses, which includes: (i) dedicate additional resources to assess and improve our ITGCs, and (iii) develop roadmap to become SOX compliant by the required deadline. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects. The material weaknesses will not be considered remediated, however, until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the exemption provided to issuers that are not “large accelerated filers” nor “accelerated filers” under the Dodd-Frank Wall Street Reform and Consumer Protection Act. Changes in Internal Control Over Financial Reporting There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(d) and 15d-15(d) under the Exchange Act) which occurred during the quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.ITEM 9B. OTHER INFORMATION Trading Arrangements During the quarterly period ended December 31, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.Additional Information None.ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. None. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The following table sets forth the name, age and positions of our executive officers and directors as of March 24, 2026. NAME AGE POSITION Richard Proud 45 Chief Executive Officer and Director Justin Vu 41 Chief Financial Officer Michelle Mathews-Spradlin 58 Chair of the Board Scott Cohen 56 Director Alexander Shoghi 43 Director Kenneth W. Gilbert 74 Director The business background and certain other information about our directors and executive officers is set forth below. Richard Proud. Mr. Proud was appointed to serve as the Company's Chief Executive and as a director of the Company's Board of Directors on July 17, 2023. Mr. Proud brings 20 years of leadership experience across cannabis, retail, wholesale, and international selling channels. Prior to joining iAnthus, Mr. Proud was most recently Executive Vice President of Revenue for Curaleaf - a vertically integrated multi-state cannabis operator and served in that role from June 2022 through July 2023. Mr. Proud also held the titles of Senior Vice President of Assortment Planning and Inventory Management and Vice President of Assortment Planning with Curaleaf between September 2020 through June 2022. Prior to joining Curaleaf, Mr. Proud was Head of Planning for Grassroots Cannabis from August 2019 to September 2020, which is when Grassroots Cannabis was acquired by Curaleaf. Prior to that, Mr. Proud held executive level positions for globally recognized consumer retail brands: Abercrombie & Fitch, Hollister, and Garage. Mr. Proud holds a Bachelor of Arts degree from The University of Georgia. The Company believes Mr. Proud is qualified to serve as a director of the Company because of his experience and background as an executive in cannabis and retail operations.Justin Vu. Mr. Vu was appointed to serve as the Company's Interim Chief Financial Officer on April 5, 2024, and the Company's permanent Chief Financial Officer on January 6, 2025. Mr. Vu joined the Company as its Senior Vice President of Finance and Strategy and was in that role since early 2023 until he was appointed the Company's Interim Chief Financial Officer. Prior to joining iAnthus, Mr. Vu worked as a financial consultant, including time with Irwin Naturals, a mass market nutraceutical brand, where he facilitated Irwin’s initial public offering and entrance into the psychedelic mental health care space. Prior to that, Mr. Vu worked within the media and entertainment industry, most recently serving as Director of Global Finance at Warner Bros. Mr. Vu holds a Master of Business Administration degree from UCLA’s Anderson School of Management and a bachelor’s degree in business economics from the University of California, Santa Barbara. He is a Certified Public Accountant in the state of California.Michelle Mathews-Spradlin. From 1993 until her retirement in 2011, Ms. Mathews-Spradlin worked at Microsoft Corporation (Nasdaq: MSFT) (“Microsoft”), where she served as Chief Marketing Officer and previously held several other key leadership positions. Prior to her employment with Microsoft, Ms. Mathews-Spradlin worked in the United Kingdom as a communications consultant for Microsoft from 1989 to 1993. She also held various roles at General Motors Co. from 1986 to 1989. As the CMO and SVP of Microsoft, Ms. Mathews-Spradlin oversaw the company’s global marketing function, including the household brands of Windows, Office, Xbox, Internet Explorer and Bing. Ms. Mathews-Spradlin led Microsoft’s consumer and business-to-business marketing to hundreds of millions of global customers. She was instrumental in driving the growth of Microsoft’s global business by building several of the world’s leading technology brands. As the most senior woman at Microsoft, she was also a strong advocate for female advancement and personally spearheaded the company’s network and mentoring program for female progression at the company. She retired from Microsoft in 2011, after 22 years. Ms. Mathews-Spradlin currently serves on the board of directors of The Wendy’s Company (Nasdaq: WEN) and in addition serves as a board member of several private companies, including Jacana Holdings Inc., The Bouqs Company and The Brand Tech Group (formerly known as You & Mr. Jones). She also previously served as a board member of Brandtech Group. She is also a digital advisory board member for Unilever PLC (NYSE: UL), a member of the board of trustees of the California Institute of Technology and a member of the executive board of the UCLA School of Theater, Film and Television. The Company believes Ms. Mathews-Spradlin is qualified to serve as a director of the Company because of her experience in senior leadership and C-suite positions. Scott Cohen. Mr. Cohen has over 25 years of professional investment experience, including public and private debt and equity securities. Mr. Cohen is currently a consultant to financially troubled companies and stakeholders, and an active investor in turnaround opportunities. Until 2017, Mr. Cohen was with Silver Rock Financial, a large family office, investing in debt and equity investments. Responsibilities included sourcing of both public and private debt, structuring debt securities and loans, and leading activist and restructuring transactions. Prior to Silver Rock Financial, Mr. Cohen was Managing Director and Portfolio Manager at Cerberus Capital Management (“Cerberus”). At Cerberus, Mr. Cohen’s responsibilities included analyzing, investing, and managing of a portfolio of primarily distressed assets. Most of these investments involved activist or control roles, from leading creditor committees to initiating negotiations with borrowers in restructurings. Mr. Cohen also worked closely with the private equity team at Cerberus on several large transactions, focusing on liability management within portfolio companies. Prior to joining Cerberus, Mr. Cohen worked in Merrill Lynch’s distressed debt trading group from 1992 to 1998, analyzing and investing in distressed corporate situations. From 1990 to 1992 he was an investment banker in Merrill’s High Yield Finance and Restructuring Group. Mr. Cohen is a 1990 graduate of Tufts University. The Company believes Mr. Cohen is qualified to serve as a director of the Company because of his experience and background in both private equity and capital markets. Alexander Shoghi. Mr. Shoghi is a Portfolio Manager at Oasis Management, a private investment management firm headquartered in Hong Kong. Mr. Shoghi joined Oasis in 2005, first based in Hong Kong, and subsequently relocating to the U.S. as the founder and manager of Oasis Capital in Austin, Texas in early 2012. From 2004 to 2005, Mr. Shoghi worked at Lehman Brothers in New York City. Mr. Shoghi holds a Bachelor of Science of Business Administration in Finance and International Business degree from Georgetown University. The Company believes Mr. Shoghi is qualified to serve as a director of the Company because of his experience and background in finance. Kenneth W. Gilbert. From October 2012 until his retirement in December 2017, Mr. Gilbert served as the Group Chief Marketing Officer of VOSS of Norway ASA (“VOSS”), a global manufacturer and marketer of premium bottled water. Prior to joining VOSS, Mr. Gilbert founded and served as the President of RazorFocus, a marketing consultant practice, from May 2005 to October 2012. Prior to that time, he served as President and Chief Operating Officer of UniWorld Group, Inc., a multicultural advertising agency in the U.S., from May 2003 to June 2004. From September 1995 to April 2001, Mr. Gilbert worked at Snapple Beverage Corporation (formerly Snapple Beverage Group, Inc.) (“Snapple”) as Senior Vice President and Chief Marketing Officer, where he led marketing efforts to revitalize the brand and assembled four company brands for successful disposition. Prior to his employment with Snapple, Mr. Gilbert served as Group Account Director at the Messner Vetere Berger Carey Schmetterer RSCG advertising agency from July 1991 to August 1995 and as Senior Vice President and Director of Client Services at UniWorld Group, Inc. from February 1989 to June 1991. Mr. Gilbert served on the board of directors of The Wendy’s Company (Nasdaq: WEN) from 2016 to December 2024. In his former roles as Chief Marketing Officer for VOSS and Snapple, Mr. Gilbert oversaw the company’s marketing function, administered multimillion-dollar budgets, directed internal marketing capabilities, and managed the company’s strategic worldwide brand development, expansion, and distribution. During those years he developed in-depth knowledge and expertise in strategic planning, innovative brand revitalization, risk management, advertising conceptualization and public relations, domestic and international operations, and human capital management. Mr. Gilbert also provides valuable and unique insights into consumer brand positioning strategies, new product development, digital and social media platforms and cultivation of brand recognition and value. The Company believes Mr. Gilbert is qualified to serve as a director of the Company because he possesses extensive experience in global brand management, marketing communications, advertising strategy and sustainability/ESG attributable to his overall professional background as a senior marketing executive in the consumer beverage industry. Family Relationships There are no family relationships among any of our executive officers or directors. Arrangements between Officers and Directors Except as set forth in this Annual Report on Form 10-K, to our knowledge, there is no arrangement or understanding between any of our officers or directors and any other person pursuant to which such officer or director was selected to serve as an officer or director of the Company. Involvement in Certain Legal Proceedings We are not aware of any of our directors or officers being involved in any legal proceedings in the past ten years relating to any matters in bankruptcy, insolvency, criminal proceedings (other than traffic and other minor offenses), or being subject to any of the items set forth under Item 401(f) of Regulation S-K. Audit Committee The main function of the audit committee is to oversee our accounting and financial reporting processes, internal systems of control, independent registered public accounting firm relationships and the audits of our financial statements. The committee’s responsibilities include, among other things: •overseeing the work of the external auditors in preparing or issuing the auditor’s report, including the resolution of disagreements between management and the external auditors regarding financial reporting and audit scope or procedures; •determining whether adequate controls are in place over annual and interim financial reporting as well as controls over our assets, transactions, information systems and the creation of obligations, commitments and liabilities; •reviewing our financial statements; •reviewing transactions with related persons; •reviewing all non-audit services which are proposed to be provided by the external auditors to us or any of our subsidiaries; •establishing procedures for complaints received by us regarding accounting matters; and •reviewing the policies and procedures in effect for considering officers’ expenses and perquisites. Pursuant to the terms of the IRA, the audit committee shall be comprised of one nominee designated by each of the First Investor, the Second Investor and the Third Investor. As of December 31, 2025, our audit committee consisted of Scott Cohen, Michelle Mathews-Spradlin and Alexander Shoghi, with Scott Cohen serving as the chair. Our Board of Directors has determined that Scott Cohen qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K. In addition, after reviewing the qualifications of the members of the audit committee and any relationships they may have with us that might affect their independence, the Board has determined that each of Scott Cohen, Michelle Mathews-Spradlin and Alexander Shoghi is independent.Our Board of Directors adopted a written charter for the audit committee, which is available on our website at www.ianthus.com/team/board-committees. Nominating and Corporate Governance Committee Our nominating and corporate governance committee is responsible for, among other things: •developing and recommending criteria for Board membership and recommending Board nominees including reviewing candidates recommended by our shareholders; •recommending committee nominees; •considering matters of corporate governance; •reviewing and advising regarding the functions of our senior officers; and •reviewing succession plans with respect to our officers. Pursuant to the IRA, the nominating and corporate governance committee shall be comprised of such directors as the Board may determine. As of December 31, 2025, our nominating and corporate governance committee consisted of Alexander Shoghi, Kenneth Gilbert, and Scott Cohen, with Alexander Shoghi serving as the chair. After reviewing the qualifications of the members of the nominating and corporate governance committee and any relationships they may have with us that might affect their independence, the Board has determined that Scott Cohen, Alexander Shoghi, and Kenneth Gilbert are independent. Our Board of Directors adopted a written charter for the nominating and corporate governance committee, which is available on our website at www.ianthus.com/team/board-committees. Compensation Committee Our compensation committee is responsible for assessing whether any of our compensation policies or programs has the potential to encourage excessive risk-taking. Furthermore, our compensation committee discharges the responsibilities of the Board in overseeing our compensation policies, plans and programs and to review and determine the compensation to be paid to our executive officers, directors and other senior management, as appropriate. Our compensation committee is responsible for, among other things: •reviewing and approving our compensation and benefit programs, policies and practices; •setting the compensation of our Chief Executive Officer and approving the compensation of the members of our executive leadership team; •establishing and reviewing annual and long-term performance goals and objectives of our Chief Executive Officer; •reviewing the goals approved by our Chief Executive Officer for the members of our executive leadership team and the performance thereof; •reviewing and making recommendations to the Board regarding director compensation; and •overseeing the administration of our cash-based and equity-based compensation plans. Pursuant to the IRA, the compensation committee of the Board shall be comprised of one nominee designated by the Second Investor together with such other directors as the Board may determine. As of December 31, 2025, our compensation committee consisted of Michelle Mathews-Spradlin as Chair, Alexander Shoghi and Kenneth Gilbert. Michelle Mathews-Spradlin, Alexander Shoghi, and Kenneth Gilbert are each a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act and an outside director, as defined pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended. Our Board of Directors adopted a written charter for the compensation committee, which is available on our website at www.ianthus.com/team/board- committees. Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. To our knowledge, based solely upon a review of Forms 3, 4, and 5 filed with the SEC during the fiscal year ended December 31, 2025, we believe that, except as set forth below, our directors, executive officers, and greater than 10% beneficial owners have complied with all applicable filing requirements during the fiscal year ended December 31, 2025:•Richard Proud, our Chief Executive Officer, failed to report one transaction on time on a Form 4.Code of Business Conduct and Ethics We have adopted a written code of business conduct and ethics that applies to our directors and officers. A copy of the code is filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2020. Disclosure regarding any amendments to, or waivers from, provisions of the code of business conduct and ethics that apply to our directors and officers will be included in a Current Report on Form 8-K, which we will file within four business days following the date of the amendment or waiver. Changes in Nominating Procedures None. Insider Trading Policy The Company has adopted a Disclosure, Confidentiality and Insider Trading Policy, which governs, among other matters, the process and timing of the disclosure by the Company of material information, including those Company officials authorized to disclose such information, as well the purchase, sale and other dispositions of the Company’s securities by the Company’s directors, executive officers, significant shareholders and other insiders who regularly receive material information concerning the Company. We believe our Disclosure, Confidentiality and Insider Trading Policy is reasonably designed to promote, among other things, compliance with insider trading laws, rules and regulations.ITEM 11. EXECUTIVE COMPENSATION Summary Compensation TableThe following table sets forth for the years ended December 31, 2025 and 2024, the compensation awarded to, paid to, or earned by, our principal executive officer and two other most highly compensated executive officers. We refer to these officers as our “named executive officers.” Name and Principal Position Year Salary Bonus (1) StockAwards (3) OptionAwards Nonqualifieddeferredcompensationearnings All othercompensation Total Richard Proud 2025 $ 475,000 $ — $ — $ — $ — 55,843 (2) $ 530,843 Chief Executive Officer 2024 $ 475,000 $ 532,000 $ — — — — $ 1,007,000 Justin Vu 2025 $ 300,000 $ — $ — — — — $ 300,000 Chief Financial Officer 2024 $ 169,600 $ 113,400 $ — — — — $ 283,000 Philippe Faraut 2025 $ — $ — $ — — — 4,437 (5) $ 4,437 Former Chief Financial Officer 2024 $ 82,065 — $ — — — 204,766 (4) $ 286,831 Robert Galvin 2025 $ — $ — $ — — — — $ — Former Interim Chief Executive Officer and Former Interim Chief Operating Officer 2024 $ — — $ 306,470 — — 356,901 (4) $ 663,371 (1)Represents payments of discretionary bonuses for performance during the applicable years, which are discretionary payments as determined by the Board, and as further described below Discretionary Bonus Payments.(2)Represents: (i) $42,973 in tax gross-up payments paid in fiscal year 2025 by the Company on behalf of Mr. Proud to satisfy withholding taxes arising from the sale of common shares in 2025 to cover applicable tax obligations relating to the vesting of RSUs during 2024; and (ii) $12,870 representing the difference between (a) the price at which the Company repurchased 9,910,592 common shares from Richard Proud in 2025 and (b) the fair market value of such shares on the date of repurchase. Such sale of common shares occurred in connection with the Company’s correction of an administrative error in 2024, in which an insufficient number of shares were withheld to satisfy tax withholding obligations upon the vesting of RSUs in 2024. In 2025, the Company discovered the error and repurchased the additional shares that should have been withheld at the time of vesting using the 2024 share price applicable at such time. The Company did not intend to provide, and Mr. Proud did not receive, any additional compensation beyond that was originally associated with the 2024 vesting of RSUs, and the repurchase was effected solely to place Mr. Proud in the position he would have been had the appropriate number of shares been withheld at the time of vesting.(3)Represents the aggregate grant date fair value of RSUs granted for the fiscal year ended December 31, 2025 and December 31, 2024 as determined in accordance with ASC Topic 718, rather than the amount paid to or realized by Robert Galvin, Philippe Faraut, Richard Proud or Justin Vu. (4)For 2024, all other compensation for each Robert Galvin and Philippe Faraut includes the following in connection with payments received under the October Separation Agreement (as defined herein) and the Faraut Separation Agreement (as defined herein), and in each case, for the fiscal year ended December 31, 2024: Name SeparationPayment Bonus COBRAPremiums Paid Time Off Total of All OtherCompensation Philippe Faraut $ 175,000 — $ 7,266 $ 22,500 $ 204,766 Robert Galvin $ 350,000 — $ 6,901 $ — $ 356,901 (5) For 2025, all other compensation for Philippe Faraut includes the following in connection with payment received under the Faraut Separation Agreement for the fiscal year ended December 31, 2025: Name SeparationPayment Bonus COBRAPremiums Paid Time Off Total of All OtherCompensation Philippe Faraut $ — — $ 4,437 $ — $ 4,437 Outstanding Equity Awards as of December 31, 2025 The following table provides information regarding option awards held by each of our named executive officers that were outstanding as of December 31, 2025. Option Awards Stock Awards Name Number ofSecuritiesUnderlyingUnexercisedOptions (#)Exercisable Number ofSecuritiesUnderlyingUnexercisedOptions (#)Unexercisable EquityIncentivePlan Awards:Number ofSecuritiesUnderlyingUnexercisedUnearnedOptions (3) OptionExercisePrice ($) OptionExpirationDate Number ofshares orunits ofstock thathave notvested (#) Marketvalueof shares ofunits ofstock thathave notvested ($)(5) Equityincentiveplan awards:Number ofunearnedshares, unitsor otherrights thathave notvested (#) Equityincentiveplan awards:Market orpayout value ofunearnedshares, units orother rightsthat have notvested ($) Richard ProudChief Executive Officer — — — — — 132,141,243 (1) $ 660,706 — — Justin VuChief Financial Officer 8,633,094 (2) $ 43,165 Philippe Faraut, Former Chief Financial Officer — — — — — — $ — — — Robert Galvin, Former Interim Chief Executive Officer and Former Interim Chief Operating Officer 3,938,678 (3) — — US $ 0.051 47,674 — $ — — — Julius Kalcevich, Former Chief Financial Officer 3,938,678 (4) — — US $ 0.051 47,674 — — — — (1)RSUs granted to Richard Proud on August 31, 2023, which will vest in equal annual installments on August 31, 2025 and August 31, 2026. (2)RSUs granted to Justin Vu on June 27, 2023, which will vest in equal annual installments on June 27, 2025 and June 27, 2026.(3)Replacement stock options granted to Robert Galvin on September 21, 2022, which vested in equal installments on July 10, 2021, July 10, 2022, and July 10, 2023(4)Replacement stock options granted to Julius Kalcevich on September 21, 2022, which fully vested in 2022. (5)Market value determined using the closing stock price of $0.005 per share on the last trading day the fiscal year on December 31, 2024.Richard Proud Employment AgreementWe entered into an employment agreement with Richard Proud (the "Proud Employment Agreement") effective as of July 17, 2023, pursuant to which Mr. Proud currently serves as the Chief Executive Officer of the Company. Pursuant to the Proud Employment Agreement, Mr. Proud receives an annual base salary of $475,000. In addition, Mr. Proud is eligible to receive an annual bonus, with the target annual bonus being 100% of Mr. Proud's annual base salary. Mr. Proud's target annual bonus has a minimum of 0% and a maximum of 200%, based upon individual and/or corporate performance criteria established annually by the Board and Mr. Proud; provided, however, 50% of Mr. Proud's target annual bonus is guaranteed for Mr. Proud's first two years of employment. To be eligible to receive the target annual bonus, Mr. Proud must be employed on the bonus payment date. Pursuant to the Proud Employment Agreement, Mr. Proud also received a grant of RSUs with respect to the common shares of the Company equal to 3% of the common shares of the Company outstanding as of the date of the RSU grant. The grant of the RSUs to Mr. Proud are subject to the terms and conditions of the Company's Omnibus Incentive Plan and related equity award agreement. he RSUs will vest in three equal annual installments on the first three anniversaries of the date of grant of such RSUs, contingent on Mr. Proud remaining employed through each vesting date. The RSUs will immediately fully vest upon the consummation of a Change of Control (as defined in the Proud Employment Agreement). Mr. Proud also received a one-time signing bonus equal to $100,000, which was payable within ten (10) days of the effective date of the Proud Employment Agreement. In addition, Mr. Proud will be entitled to receive personal time off benefits under Company’s policies and any other employee benefits pursuant to any benefit plans maintained by the Company in a manner consistent with other similarly situated employees of the Company. He will also be entitled to reimbursement of reasonable and necessary business-related expenses.In the event of a Change of Control of the Company, either while Mr. Proud is employed or during the first 12 months after the Company terminates Mr. Proud's employment without Cause (as defined in the Proud Employment Agreement), or Mr. Proud resigns for Good Reason (as defined in the Proud Employment Agreement), then he shall be entitled to receive the following upon the consummation of the Change of Control: (i) a lump-sum cash payment equal to the sum of (A) 150% of Mr. Proud's then-current base salary and (B) the amount of any target annual bonus paid to Mr. Proud in the 12 months preceding the Change of Control of the Company; (ii) the acceleration of vesting of his RSU grant; (iii) a fully vested grants of RSUs with an aggregate fair market value equal to $475,000, based on the closing public market price per share on the grant date of the Change of Control RSU award, or, in the event that no public market price exists on such date, then as determined by an independent third party accounting or valuation firm acceptable to both the Company and Mr. Proud; and (iv) if Mr. Proud elects continuation coverage pursuant to COBRA under the Company’s group health plan, the Company shall pay Mr. Proud's COBRA premiums for such coverage until the earlier of (A) 18 months following the date of Mr. Proud's termination of employment, or (B) the date upon which Mr. Proud accepts new employment that offers him medical benefits. In the event that the Company terminates Mr. Proud's employment for any reason other than Cause, death or disability, or if Mr. Proud resigns for Good Reason, then he shall be entitled to receive the following: (i) a lump-sum cash payment equal to 100% of Mr. Proud's then-current base salary (provided, that if such termination of employment is less than 180 days after a Change of Control of the Company, then this paragraph shall not apply); (ii) to the extent unvested, Mr. Proud's RSU grant shall be accelerated and become fully vested on the date of termination; and (iii) if Mr. Proud elects continuation coverage pursuant to COBRA under the Company’s group health plan, the Company shall pay Mr. Proud's COBRA premiums for such coverage until the earlier of (A) 12 months following the date of Mr. Proud's termination of employment, or (B) the date upon which Mr. Proud accepts new employment that offers him medical benefits. The foregoing severance benefits are subject to, among other things, Mr. Proud's execution and delivery of a general release of all claims in favor of the Companies and their affiliates and subsidiaries.Justin Vu Employment Agreement On January 6, 2025, we entered into an employment agreement with Justin Vu (the “Vu Employment Agreement”), pursuant to which Mr. Vu currently serves as the Chief Financial Officer of the Company. Pursuant to the Vu Employment Agreement, Mr. Vu receives an annual base salary of $300,000. In addition, Mr. Vu is eligible to receive an annual bonus, with the target annual bonus being 50% of Mr. Vu's annual base salary. Mr. Vu's target annual bonus has a minimum of 0% and a maximum of 200%, based upon individual and/or corporate performance criteria established annually by the Board. To be eligible to receive the target annual bonus, Mr. Vu must be employed on the bonus payment date. Mr. Vu also received a grant of RSUs with respect to the common shares of the Company on June 27, 2023, equal to $180,000. The grant of the RSUs to Mr. Vu are subject to the terms and conditions of the Company's Omnibus Incentive Plan and related equity award agreement. The RSUs will vest in three equal annual installments on the first three anniversaries of the date of grant of such RSUs, contingent on Mr. Vu remaining employed through each vesting date. The RSUs will immediately fully vest upon the consummation of a Change of Control (as defined in the Vu Employment Agreement). In addition, Mr. Vu will be entitled to receive personal time off benefits under Company’s policies and any other employee benefits pursuant to any benefit plans maintained by the Company in a manner consistent with other similarly situated employees of the Company. He will also be entitled to reimbursement of reasonable and necessary business-related expenses.In the event of a Change of Control of the Company, either while Mr. Vu is employed or during the first 12 months after the Company terminates Mr. Vu's employment without Cause (as defined in the Vu Employment Agreement), or Mr. Vu resigns for Good Reason (as defined in the Vu Employment Agreement), then he shall be entitled to receive the following upon the consummation of the Change of Control: (i) a lump-sum cash payment equal to the sum of (A) Mr. Vu's then current base-salary for twelve (12) months and (B) the amount of any annual incentive bonus paid to Mr. Vu in the twelve (12) months preceding the consummation of a Change of Control of the Company and (ii) a fully vested grant of RSUs with an aggregate fair market value equal to $180,000, based on the closing public market price per share on the 30th day after the date of the Change of Control of the Company. In the event that the Company terminates Mr. Vu's employment due to his death or disability, all unvested and outstanding RSUs held by Mr. Vu shall be accelerated and become fully vested on the date of such termination. In the event that the Company terminates Mr. Vu's employment for any reason other than Cause, death or disability, or if Mr. Vu resigns for Good Reason, then he shall be entitled to receive the following: (i) to the extent unvested, all RSUs held by Mr. Vu shall be accelerated and become fully vested on the date of termination; (ii) payment, over a 12 month period, of continuing compensation equal to 6 months of his then base salary (provided that if such termination of employment is less than 180 days after a Change of Control of the Company, then Mr. Vu shall not be entitled to any such payment); and (iv) if Mr. Vu elects continuation coverage pursuant to COBRA under the Company’s group health plan, the Company shall pay Mr. Vu's COBRA premiums for such coverage until the earlier of (A) 12 months following the date of Mr. Vu's termination of employment, or (B) the date upon which Mr. Vu accepts new employment that offers him medical benefits. The foregoing severance benefits are subject to, among other things, Mr. Vu's execution and delivery of a general release of all claims in favor of the Companies and their affiliates and subsidiaries. Separation and Release Agreement - Payments Upon Termination Effective as of the October Resignation Date, Robert Galvin, the Company's then-Interim Chief Operating Officer, resigned from his executive positions, including all positions with the Company's subsidiaries and affiliates. In connection with the resignation, Mr. Galvin and the Company executed the October Separation Agreement, pursuant to which, Mr. Galvin will receive certain compensation and benefits valued to substantially equal the value of entitlements he would have received under Section 4(f) of his employment agreement. Specifically, Mr. Galvin will receive: (i) total cash compensation in the amount of approximately $350,000, which is payable in a lump sum on January 5, 2024; (ii) a grant of RSUs with an aggregate fair market value of $350,000, which shall fully vest on January 4, 2024. Under the terms of the October Separation Agreement, the Company will continue to pay the monthly premium for Mr. Galvin's continued participation in the Company’s health and dental insurance benefits pursuant to COBRA for one year from the October Resignation Date. Mr. Galvin served in a consulting role for three months following the October Resignation Date at a base compensation rate of $25,000 per month.Effective as of the Faraut Resignation Date, Philippe Faraut, the Company's then-Chief Financial Officer, resigned from his executive positions, including all positions with the Company's subsidiaries and affiliates. In connection with the resignation, Mr. Faraut and the Company executed the Faraut Separation Agreement, pursuant to which, Mr. Faraut received certain compensation and benefits valued to substantially equal the value of entitlements he would have received under Section 4(g) of his employment agreement. Specifically, Mr. Faraut received total cash compensation in the amount of approximately $0.2 million, which was payable in equal installments of approximately $25,000 per month over a period of 7 months following the Effective Date (as defined in the Faraut Separation Agreement). Under the terms of the Faraut Separation Agreement, the Company will continue to pay the monthly premium for Mr. Faraut's continued participation in the Company's health and dental insurance benefits pursuant to COBRA for one year from the Faraut Resignation Date. Mr. Faraut served in a consulting role for one month following the Faraut Resignation Date at a base compensation rate of $25,000 per month. Pursuant to the Faraut Separation Agreement, the RSUs granted to Mr. Faraut on November 23, 2022 and May 17, 2023 accelerated and fully vested upon satisfactory completion of Mr. Faraut's consulting services. Further, the RSUs granted to Mr. Faraut on September 1, 2023 and November 15, 2023 were forfeited as of the Faraut Resignation Date. No amounts are owed as of December 31, 2025 and 2024.Equity Grant Practices We adopted the Company’s Omnibus Incentive Plan dated October 15, 2018, which was approved by our shareholders at our annual general and special meeting held on November 26, 2018. Pursuant to the Omnibus Incentive Plan, we can grant stock options, stock appreciation rights, restricted stock, restricted stock units, deferred stock units, annual or long-term performance awards or other stock-based awards. On February 1 of each calendar year during the term of an executive employment agreement or the first day thereafter that we are permitted to make option grants to our executives, such executives receive grants of both time vested options and performance options. These equity grants may be granted as either stock options or restricted stock units. On December 31, 2021 and June 23, 2022, our Board of Directors approved the terms of a Long-Term Incentive Program recommended by our compensation committee and, pursuant to which, on July 26, 2022, we issued certain of our employees (including executive officers) an aggregate of 320,165,409 RSUs under our Omnibus Incentive Plan in order to attract and retain such employees. All of our existing warrants and options were cancelled, and our common shares may be consolidated pursuant to a consolidation ratio which has yet to be determined. Discretionary Bonus Payments Pursuant to the terms of the executive employment agreements described above, the Company, through the Board, has the discretion to determine the amounts of the annual incentive bonus payments which executives may receive. The Board has not yet determined an amount, if any, of Mr. Proud's or Mr. Vu's 2025 annual bonus.Regular Benefits To the extent eligible under the applicable plans and programs, an executive and an executive’s family are entitled to participate in the Company’s medical, dental, and vision plans. Director Compensation The following table presents the total compensation for each person who served as a non-employee member of our Board of Directors and received compensation for such service during the fiscal year ended December 31, 2025. Mr. Proud, who is an employee director, is not entitled to receive any additional compensation for his service as a member of our Board of Directors. We did not pay any compensation, make any equity awards or non-equity awards to, or pay any other compensation to any of the non-employee members of our Board of Directors in 2025. Name Fees earned orpaid in cash (s) Stock Awards (1) Total ($) Michelle Mathews-Spradlin $ 140,000 (2) $ 165,000 (3) $ 305,000 Kenneth Gilbert $ 50,000 (4) $ 165,000 (5) $ 215,000 Scott Cohen $ 70,000 (6) $ 165,000 (7) $ 235,000 Alexander Shoghi — $ 227,500 (8) $ 227,500 (1)Amounts reported represent the aggregate grant date fair value for option awards granted in each respective year in accordance with ASC Topic 718, excluding the effect of forfeitures. See Note 10 “Share Capital” in the Notes to the Company’s Consolidated Financial Statements for the fiscal year ended 2025 included in this Form 10-K for the year ended 2025 for more information regarding the Company’s accounting for share-based compensation plans. The amounts shown in the Director Compensation Table above do not represent the actual value realized by each Director. RSUs Outstanding As of December 31, 2024 Michelle Mathews-Spradlin $ 39,875,000 Kenneth Gilbert $ 44,090,687 Scott Cohen $ 39,875,000 Alexander Shoghi $ 54,979,167 (2)Represents annual cash retainers totaling $140,000 ($50,000 annual retainer, $75,000 annual retainer as Chair of the Board and $15,000 retainer as Chair of the Compensation Committee). (3)On December 1, 2025, Michelle Mathews-Spradlin was issued 33,673,469 RSUs, valued at $165,000 based on the Company’s closing stock price on November 30, 2025, the date immediately preceding the grant, all of which vest on December 1, 2026.(4)Represents annual cash retainer equal to $50,000.(5)On December 1, 2025, Kenneth Gilbert was issued 33,673,469 RSUs, valued at $165,000 based on the Company’s closing stock price on November 30, 2025, the date immediately preceding the grant, all of which vest on December 1, 2026.(6)Represents annual cash retainers totaling $70,000 ($50,000 annual retainer and $20,000 annual retainer as Chair of the Audit Committee)(7)On December 1, 2025, Scott Cohen was issued 33,673,469 RSUs, valued at $165,000 based on the Company’s closing stock price on November 30, 2025, the date immediately preceding the grant, all of which vest on December 1, 2026.(8)On December 1, 2025, Alexander Shoghi was issued 46,428,571 RSUs, valued at $227,500 based on the Company’s closing stock price on November 30, 2025, the date immediately preceding the grant, all of which vest on December 1, 2026. Mr. Shoghi elected to receive RSUs equal to, and in lieu of, the cash Board fees he otherwise would have been entitled, and accordingly, of the $227,500 in RSUs issued to Mr. Shoghi, $62,500 (or 12,500,000 RSUs) is attributable to Mr. Shoghi’s annual Board retainers ($50,000 annual retainer and $12,500 annual retainer as Chair of the Nominating and Corporate Governance Committee). Non-Employee Director Compensation Program Our current director compensation program is designed to align our director compensation program with the long-term interests of our stockholders by implementing a program comprised of cash and equity compensation. In setting director compensation, we consider the amount of time that directors expend in fulfilling their duties to the Company as well as the skill level and experience required by our Board. We also consider board compensation practices at similarly situated companies, while keeping in mind the compensation philosophy of us and the stockholders’ interests. The directors also receive reimbursement for expenses, including reasonable travel expenses to attend board and committee meetings, reasonable outside seminar expenses, and other special board-related expenses. Non-Employee Directors of Investors Pursuant to the terms of the IRA, each director that is not an employee of any of the Investors (each, a “Non-Investor Director”) is entitled to director compensation. Each Non-Investor Director is paid: (i) a one-time equity grant of $100,000, payable in the form of RSUs, which vest immediately; (ii) an annual cash retainer (the “Annual Retainer”) of $50,000, to be satisfied in the form of RSUs in lieu of cash for the first year of each Non-Investor Director’s service on the Board; and (iii) an annual equity grant of $165,000 payable in the form of RSUs. A Non-Investor Director acting as the chair of the audit committee of the Board is paid an annual cash retainer (the “Audit Chair Retainer”) of $20,000, satisfied in the form of RSUs in lieu of cash for the first year of the Non-Investor Director’s service as chair of the audit committee. A Non-Investor Director acting as the chair of the compensation committee of the Board is paid an annual cash retainer (the “Compensation Chair Retainer”) of $15,000, satisfied in the form of RSUs in lieu of cash for the first year of the Non-Investor Director’s service as chair of the compensation committee. A Non-Investor Director acting as the chair of the nominating and corporate governance committee of the Board is paid an annual cash retainer (the “Governance Chair Retainer”) of $12,500, satisfied in the form of RSUs in lieu of cash for the first year of the Non-Investor Director’s service as chair of the nominating and corporate governance committee. A Non-Investor Director acting as chair of the Board is paid an annual cash leadership retainer (the “Leadership Retainer”) of $75,000, satisfied in the form of RSUs in lieu of cash for the first year of the Non-Investor Director’s year of service as chair of the Board. Pursuant to the terms of the IRA, each director that is an employee of any of the Investors (each, an “Investor Director”) is not entitled to receive any director compensation. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth certain information regarding beneficial ownership of shares of our common shares as of March 19, 2026 by (i) each person known to beneficially own more than 5% of our outstanding common shares, (ii) each of our directors, (iii) each of our named executive officers and (iv) all of our directors and named executive officers as a group. Except as indicated in footnotes to this table, we believe that the shareholders named in this table have sole voting and investment power with respect to all shares of common stock shown to be beneficially owned by them, based on information provided to us by such shareholders, subject to community property laws, where applicable. Beneficial Owner(1) Shares of CommonStock Beneficially Owned Percentage (2) Directors and Named Executive Officers: Richard Proud 72,875,894 (3) * Justin Vu 4,973,563 (4) * Michelle Mathews-Spradlin 47,816,178 (5) * Scott Cohen 46,443,629 (6) * Kenneth Gilbert 1,960,785 (7) * Alexander Shoghi 64,424,885 (8) * All Executive Officers and Directors as a Group (6 persons) 238,494,934 * 5% or Greater Shareholders: Parallax Master Fund, LP(9) 369,665,259 5.30 % Jason Adler(10) 2,598,704,326 (11) 37.27 % Senvest Management, LLC(12) 1,074,406,901 (13) 15.41 % Oasis Investments II Master Fund Ltd.(14) 1,279,055,833 18.34 % * Represents beneficial ownership of less than 1%. (1)Unless otherwise indicated, the address of each person is c/o iAnthus Capital Holdings, Inc., 214 King Street West, Suite 400, Toronto, Ontario M5H 3S6. (2)The calculation in this column is based upon 6,972,551,786 common shares outstanding on March 19, 2026. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to the subject securities. Common shares that may be acquired by an individual or group within 60 days of March 21, 2026, pursuant to the exercise of options or warrants, vesting of common shares or conversion of convertible debt, are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table. (3)Represents 72,875,894 common shares. Excludes 66,070,622 common shares underlying unvested restricted stock units. (4)Represents 4,973,563 common shares. Excludes 4,316,547 common shares underlying unvested restricted stock units. (5)Represents 47,816,178 common shares. Excludes 33,673,469 common shares underlying unvested restricted stock units. (6)Represents 46,443,629 common shares. Excludes 33,673,469 common shares underlying unvested restricted stock units. (7)Represents 1,960,785 common shares. Excludes 77,764,156 common shares underlying unvested restricted stock units. (8)Represents 64,424,885 common shares. Excludes 46,428,571 common shares underlying unvested restricted stock units. (9)William Bartlett is the Managing Member of Parallax Master Fund, LP and in such capacity has the right to vote and dispose of the securities held by such entity. The address of Parallax Master Fund, LP is 88 Kearny Street, 20th Floor, San Francisco, CA 94108. (10)Jason Adler is the Managing Member of Gotham Green Credit Partners GP I, LLC, Gotham Green GP 1, LLC, Gotham Green GP II, LLC and Gotham Green Partners SPV V GP, LLC. Gotham Green Credit Partners GP I, LLC is the General Partner of Gotham Green Credit Partners SPV 1, LP. Gotham Green GP 1, LLC is the General Partner of Gotham Green Fund 1, LP and Gotham Green Fund 1 (Q), LP. Gotham Green GP II, LLC is the General Partner of Gotham Green Fund II (Q), LP and Gotham Green Fund II, LP. Gotham Green Partners SPV V GP, LLC is the General Partner of Gotham Green Partners SPV V, LP. (11)Represents (i) 125,585,311 common shares held by Gotham Green Fund 1, L.P.; (ii) 502,419,744 common shares held by Gotham Green Fund 1(Q), L.P.; (iii) 61,824,757 common shares held by Gotham Green Fund II, L.P.; (iv) 359,610,209 common shares held by Gotham Green Fund II (Q), L.P.; (v) 934,167,928 common shares held by Gotham Green Credit Partners SPV 1, L.P.; and (vi) 615,096,377 common shares held by Gotham Green Partners SPV V, L.P. (12)Senvest Management, LLC serves as the investment manager to Senvest Master Fund, LP and Senvest Global (KY), LP (collectively, the “Investment Vehicles”), with respect to the common shares held by the Investment Vehicles. Richard Mashaal serves as the Managing Member of Senvest Management, LLC, with respect to the common shares held by the Investment Vehicles. Senvest Management, LLC may be deemed to beneficially own the securities held by the Investment Vehicles by virtue of Senvest Management LLC’s position as Investment Manager of each of the Investment Vehicles. Mr. Mashaal may be deemed to beneficially own the securities held by the Investment Vehicles by virtue of Mr. Mashaal’s status as the Managing Member of Senvest Management, LLC. (13)Represents: (i) 946,501,317 common shares held by Senvest Master Fund, LP; and (ii) 127,905,584 common shares held by Senvest Global (KY), LP. (14)Seth Fisher is responsible for the supervision and conduct of all investment activities of Oasis Management Company Ltd. (the “Investment Manager”), including all investment decisions with respect to the assets of Oasis Investments II Master Fund Ltd., with respect to the common shares held by Oasis Investments II Master Fund Ltd. The address of the business office of Mr. Fischer is c/o Oasis Management (Hong Kong), 25/F, LHT Tower, 31 Queen’s Road Central, Central, Hong Kong. The address of the business office of each of Oasis Management and the Oasis II Fund is Ugland House, PO Box 309 Grand Cayman, KY1-1104, Cayman Islands. Securities Authorized for Issuance Under Equity Compensation Plans The following table summarizes information about our equity compensation plans as of December 31, 2025. Plan Category Number ofsecurities to beissued uponexercise ofoutstandingoptions, warrantsand rights (a) Weighted averageexercise price ofoutstanding options,warrants and rights Number of securitiesremaining availablefor future issuanceunder equitycompensation plans(excluding securitiesreflected incolumn (a)) Equity compensation plans approved by security holder 274,801,658 $ 0.05 1,119,708,699 Equity compensation plans not approved by security holder — — — Total 274,801,658 1,119,708,699 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The following includes a summary of transactions during our fiscal years ended December 31, 2025 and December 31, 2024 to which we have been a party, including transactions in which the amount involved in the transaction exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other arrangements, which are described elsewhere in this Annual Report on Form 10-K. We are not otherwise a party to a current related party transaction and no transaction is currently proposed, in which the amount of the transaction exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years and in which a related person had or will have a direct or indirect material interest. Gotham Green Partners, LLC (“GGP”) invested $14.7 million through the Interim Financing during the year ended December 31, 2020 and during the year ended December 31, 2021, GGP, Senvest Master Fund, LP, Oasis Investments II Master Fund LTD and Hadron Healthcare and Consumer Special Opportunities Master Fund invested an aggregate of $5.5 million, $2.1 million, $2.5 million and $0.1 million, respectively, through the Senior Secured Bridge Notes. On the Closing Date, we closed the Recapitalization Transaction pursuant to which the outstanding principal amount of the Secured Notes (including the Interim Financing) together with interest accrued and fees thereon were forgiven in part and exchanged for (A) the Secured Lender Shares, (B) June Secured Debentures and (C) June Unsecured Debentures and the outstanding principal amount of the Unsecured Debentures together with interest accrued and fees thereon were forgiven in part and exchanged for (A) the Unsecured Lender Shares and (B) June Unsecured Debentures. As a result of closing the Recapitalization Transaction, GGP and Parallax Master Fund, LP, were issued the June Secured Debentures in the principal amount of $84.4 million and $12.1 million, respectively, and 2,568,047,188 and 369,665,259 common shares, respectively. In addition, we issued June Unsecured Debentures as follows: $4.2 million to GGP, $0.6 million to Parallax Master Fund, LP, $1.3 million to Hi-Med, $5.3 million to Senvest Master Fund, LP, $6.3 million to Oasis Investments II Master Fund LTD and $2.3 million to Hadron Healthcare and Consumer Special Opportunities Master Fund, respectively. We also issued GGP, Parallax Master Fund, LP, Senvest Master Fund, LP, Oasis Investments II Master Fund LTD and Hadron Healthcare and Consumer Special Opportunities Master Fund 2,568,047,188, 369,665,259, 936,189,371, 1,265,120,771 and 455,443,478 common shares, respectively. Further during the year ended December 31, 2022, GGP, Senvest Master Fund, LP, Oasis Investments II Master Fund LTD and Hadron Healthcare and Consumer Special Opportunities Master Fund invested aggregate of $12.5 million, $4.8 million, $5.7 million and $2.0 million, respectively, which were evidenced through the issuance of Additional Secured Debentures. As of December 31, 2025, the outstanding principal balance of the June Secured Debentures and Additional Secured Debentures were $132.3 million and $33.2 million, respectively (December 31, 2024 — $122.1 million and $30.6 million, respectively). The outstanding principal balance of the June Unsecured Debentures as of December 31, 2025 was $26.5 million (December 31, 2024 — $24.4 million). As of December 31, 2025, the outstanding principal balance on the Senior Secured Bridge Notes was $8.5 million (December 31, 2024 —$16.0 million). Pursuant to the terms of the Secured DPA, the Company has a related party payable of $6.3 million due to certain of the New Secured Lenders, including GGP, Oasis Investment Master II Fund LTD., Senvest Global (KY), LP, Senvest Master Fund, LP and Hadron Healthcare and Consumer Special Opportunities Master Fund for certain out-of-pocket costs, charges, fees, taxes and other expenses incurred by the New Secured Lenders in connection with the closing of the Recapitalization Transaction (the “Deferred Professional Fees”). The Company had until December 31, 2022 to pay the Deferred Professional Fees ratably based on the amount of each New Secured Lender’s Deferred Professional Fees. The Deferred Professional Fees accrued simple interest at the rate of 12.0% from the Closing Date until December 31, 2022. Beginning with the first business day of the month following December 31, 2022, interest began accruing on the Deferred Professional Fees at the rate of 20% calculated on a daily basis and is payable on the first business day of every month until the Deferred Professional Fees and accrued interest thereon is paid in full. As of December 31, 2025, the outstanding related party portion of the Deferred Professional Fees including accrued interest was $2.2 million (December 31, 2024 – $9.2 million). Independence of the Board of Directors Our Board of Directors is comprised of Scott Cohen, Michelle Mathews-Spradlin, Kenneth Gilbert, Alexander Shoghi, and Richard Proud. We have determined that each of Scott Cohen, Michelle Mathews-Spradlin, Kenneth Gilbert is deemed to be independent within the meaning of the CSE Guide and applicable Canadian regulations. In addition, although our common shares are not listed on any U.S. national securities exchange, for purposes of independence we use the definition of independence applied by The Nasdaq Stock Market to determine which directors are “independent” in accordance with such definition and have determined that each of Scott Cohen, Michelle Mathews-Spradlin, Kenneth Gilbert are independent under the definition of independence applied by The Nasdaq Stock Market. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICESThe following table sets forth the aggregate fees billed by as described below: 2025 2024 Audit Fees $ 985,569 $ 1,068,955 Audit Related Fees — — Tax Fees — — All Other Fees — — Total $ 985,569 $ 1,068,955 Audit Fees: Audit fees consist of fees for audit services on an accrued basis. Audit-Related Fees: Audit-related fees are fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit of the financial statements. Tax Fees: Tax fees are fees for professional services rendered for tax compliance, tax advice and tax planning. All Other Fees: All other fees are fees billed by the auditor for products and services not included in the foregoing categories. Pre-Approval Policies and Procedures In accordance with the Sarbanes-Oxley Act, our audit committee charter requires the audit committee to pre-approve all audit and permitted non-audit services provided by our independent registered public accounting firm, including the review and approval in advance of our independent registered public accounting firm’s annual engagement letter and the proposed fees contained therein. The audit committee has the ability to delegate the authority to pre-approve non-audit services to one or more designated members of the audit committee. If such authority is delegated, such delegated members of the audit committee must report to the full audit committee at the next audit committee meeting all items pre-approved by such delegated members. In the fiscal years ended December 31, 2025 and 2024 all of the services performed by our independent registered public accounting firm were pre-approved by the audit committee. PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a) The following documents are filed as part of this report: (1)Financial Statements: Page Index to Consolidated Financial Statements: 64 Consolidated Financial Statements: Report of the Independent Registered Public Accounting Firm 65 Consolidated Balance Sheets as of December 31, 2025 and 2024 66 Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024 67 Consolidated Statements of Shareholders’ Equity for the Years ended December 31, 2025 and 2024 68 Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 69 Notes to the Consolidated Financial Statements for the Years Ended December 31, 2025 and 2024 70 The consolidated financial statements required by this Item are included beginning at page 65. (1)Financial Statement Schedules: All financial statement schedules have been omitted because they are not applicable, not required or the information required is shown in the consolidated financial statements or the notes thereto. (b) Exhibits The following documents are included as exhibits to this report. Exhibit No. Title of Document 3.1 Articles of iAnthus Capital Holdings, Inc. (Incorporated by reference to Exhibit 3.1 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 4.1* Description of the Registrant’s Securities 10.1+ Amended and Restated Omnibus Incentive Plan Dated October 15, 2018 (Incorporated by reference to Exhibit 10.1 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.2+ Second Amended and Restated Secured Debenture Purchase Agreement dated July 10, 2020 by and among iAnthus Capital Holdings, Inc., iAnthus Capital Management, LLC, the lenders a party thereto, the credit parties a party thereto and Gotham Green Admin 1, LLC, as collateral agent (Incorporated by reference to Exhibit 10.2 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.3+ Employment Agreement between the Company and Richard C. Proud (Incorporated by reference to Exhibit 10.1 to iAnthus’ Quarterly Report on Form 10-Q filed with the SEC on August 14, 2023) 10.4 Form of Warrant for March and May 2019 Private Placements (Incorporated by reference to Exhibit 10.8 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.5 Form of Warrant for May 2018 and September and December 2019 Private Placements (Incorporated by reference to Exhibit 10.9 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.6 Form of Warrant for MPX Private Placement dated January 19, 2017 (Incorporated by reference to Exhibit 10.10 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.7 Form of Warrant for MPX October 2017 and January 2020 Private Placements (Incorporated by reference to Exhibit 10.11 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.8 Form of Warrant for MPX Private Placement dated March 2, 2018 (Incorporated by reference to Exhibit 10.12 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.9 Form of Warrant for MPX Private Placement dated December 20, 2018 (Incorporated by reference to Exhibit 10.13 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.10 Form of Warrant for MPX June 2018 and January 2019 Private Placements (Incorporated by reference to Exhibit 10.14 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.11 Form of Warrant for MPX Private Placement dated January 4, 2019 (Incorporated by reference to Exhibit 10.15 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.12 Form of Warrant for MPX Private Placement dated January 17, 2018 (Incorporated by reference to Exhibit 10.16 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.13# Third Amended and Restated Secured Debenture Purchase Agreement dated June 24, 2022 by and among the Company, iAnthus Capital Management, LLC, the other Credit Parties party thereto, Gotham Green Admin 1, LLC, as Collateral Agent, and the lenders party thereto (Incorporated by reference to Exhibit 10.1 to iAnthus’ Current Report on Form 8-K filed with the SEC on June 30, 2022) 10.14# Unsecured Debenture Agreement dated June 24, 2022 by and among the Company, as guarantor, iAnthus Capital Management, LLC and the holders of all of the Company’s 8% unsecured debentures (Incorporated by reference to Exhibit 10.2 to iAnthus’ Current Report on Form 8-K filed with the SEC on June 30, 2022) 10.15 Form of 8.0% Senior Secured Debenture (Incorporated by reference to Exhibit 10.3 to iAnthus’ Current Report on Form 8-K filed with the SEC on June 30, 2022) 10.16 Form of 8.0% Senior Unsecured Debenture (Incorporated by reference to Exhibit 10.4 to iAnthus’ Current Report on Form 8-K filed with the SEC on June 30, 2022) 10.17# Registration Rights Agreement dated June 24, 2022 by and among the Company, iAnthus Capital Management, LLC and certain holders (Incorporated by reference to Exhibit 10.5 to iAnthus’ Current Report on Form 8-K filed with the SEC on June 30, 2022) 10.18# Investor Rights Agreement dated June 24, 2022 by and among the Company, iAnthus Capital Management, LLC and certain investors (Incorporated by reference to Exhibit 10.6 to iAnthus’ Current Report on Form 8-K filed with the SEC on June 30, 2022) 10.19+ Employment Agreement by and between iAnthus Capital Management, LLC, including iAnthus Capital Holdings, Inc. and all of its subsidiaries, and Justin Vu dated January 6, 2025 (Incorporated by reference to Exhibit 10.27 to iAnthus’ Form 10 filed with the SEC on March 24, 2025) 10.20+* Fourth Amendment to the Senior Secured Bridge Notes between iAnthus New Jersey, LLC and the holders hereto dated January 28, 2026 14.1 Code of Business Conduct and Ethics (Incorporated by reference to Exhibit 14.1 to iAnthus’ Annual Report on Form 10-K filed with the SEC on April 1, 2021) 19.1* Insider Trading Policy 21.1* Subsidiaries 23.1* Consent of PKF O’Connor Davies, LLP 31.1* Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1* Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 32.2* Certification of the Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 101.INS* Inline XBRL Instance Document – the instance document does not appear in the interactive Data File as its XBRL tags are embedded within the inline XBRL document 101. SCH* Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents 104* Cover page formatted as Inline XBRL and contained in Exhibit 101 * Filed herewith. + Management contract or compensatory plan or arrangement. # Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit were omitted by means of marking such portions with an asterisk because the identified confidential portions (i) are not material and (ii) the Company customarily and actually treats that information as private or confidential. Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the Securities and Exchange Commission. ITEM 16. FORM 10-K SUMMARY None. SIGNATURES Pursuant to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on this 27th day of March, 2026. IANTHUS CAPITAL HOLDINGS, INC. /s/ Richard Proud Richard Proud Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements of the Securities Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Richard Proud Chief Executive Officer March 27, 2026 Richard Proud (Principal Executive Officer) /s/ Justin Vu Chief Financial Officer March 27, 2026 Justin Vu (Principal Financial and Accounting Officer) /s/ Michelle Mathews-Spradlin Chair of the Board March 27, 2026 Michelle Mathews-Spradlin /s/ Scott Cohen Director March 27, 2026 Scott Cohen /s/ Kenneth Gilbert Director March 27, 2026 Kenneth Gilbert /s/ Alexander Shoghi Director March 27, 2026 Alexander Shoghi

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Massachusetts, USA

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100.00%

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IMT, LLC

Massachusetts, USA 100%Mayflower Medicinals, Inc. Massachusetts, USA 100%Pilgrim Rock Management, LLC Massachusetts, USA 100%CGX Life Sciences, Inc. ("CGX") (1) Nevada, USA 100%GreenMart of Nevada NLV, LLC (GMNV) (1) Nevada, USA 100%GTL Holdings, LLC New Jersey, USA 100%iA CBD, LLC (“iA CBD”) New Jersey, USA 100%iAnthus New Jersey, LLC New Jersey, USA 100%MPX New Jersey, LLC (1) New Jersey, USA 100%Citiva Medical, LLC (“Citiva”) New York, USA 100%iAnthus Empire Holdings, LLC New York, USA 100%iAnthus Kentucky, LLC Kentucky, USA 100%iAnthus Delaware, LLC Delaware, USA 100%Cheetah Brand, LLC Delaware, USA 100% (1)Entities acquired as a part of the MPX Bioceutical Corporation (“MPX”) acquisition on February 5, 2019 (the “MPX Acquisition”). During the year ended December 31, 2024, the Company dissolved iAnthus Northern Nevada, LLC, Ambary, LLC and Pakalolo, LLC.(e) Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and judgements that affect the application of accounting policies and the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations regarding future events that are believed to be reasonable under the circumstances. Actual results may differ significantly from these estimates. Significant estimates made by management include, but are not limited to: economic lives of leased assets; inputs used in the valuation of inventory; allowances for expected credit losses on accounts receivable, provisions for inventory obsolescence; impairment assessment of long- lived assets; depreciable lives of property, plant and equipment; useful lives of intangible assets; accruals for contingencies including tax contingencies; valuation allowances for deferred income tax assets; uncertain tax positions; estimates of fair value of identifiable assets and liabilities acquired in business combinations; estimates of fair value of derivative instruments; and estimates of the fair value of stock-based payment awards. (f) Cash and Restricted Cash For purposes of the consolidated balance sheets and the statements of cash flows, cash includes cash and restricted cash amounts held primarily in U.S. dollars. Restricted cash balances are those which meet the definition of cash but are not available for use by the Company. As of December 31, 2025, the Company held $0.2 million as restricted cash (December 31, 2024 — $0.6 million). The following table summarizes a reconciliation of cash and restricted cash reported within the consolidated balance sheets to such amounts presented in the statements of cash flows: December 31, 2025 December 31, 2024 Cash $ 11,650 $ 18,543 Restricted cash 220 556 Total cash and restricted cash presented in the statements of cash flows $ 11,870 $ 19,099 (g) Accounts Receivable The Company assesses its accounts receivables for expected credit losses resulting from the potential uncollectability of specific customer balances, based upon a review of the customer’s creditworthiness and past collection history. The loss-rate method is used to estimate potential losses by applying an estimated loss rate to customer balances to determine the allowance for credit losses. For trade accounts receivable deemed as uncollectible, and arose from the sale of goods or services, the Company will write off the specific balance against the allowance for expected credit losses when it is known that a provided amount will not be collected.(h) Inventories Inventory is comprised of supplies, raw materials, finished goods and work-in-process such as harvested cannabis plants and by-products to be harvested. Inventory is valued at the lower of cost, determined on standard cost which approximates weighted average costing, and net realizable value. The direct and indirect costs of inventory initially include the costs to cultivate the harvested plants at the time of harvest. They also include subsequent costs such as materials, labor, and overhead involved in processing, packaging, labeling, and inspection to turn raw materials into finished goods. All direct and indirect costs related to inventory are capitalized as they are incurred and are subsequently recorded within costs and expenses applicable to revenues on the consolidated statements of operations at the time of sale. Net realizable value is determined as the estimated selling price less a reasonable estimate of the costs of completion, disposal, and transportation. The Company reviews inventory for obsolete, redundant and slow-moving goods and any such inventories are written down to net realizable value. Factors considered in determining obsolescence include, but are not limited to, slow-moving inventory or products that can no longer be marketed. As such, any identified slow moving and/or obsolete inventory is written down to its net realizable value through costs and expenses applicable to revenues on the consolidated statements of operations. (i) Investments The Company currently accounts for its equity-accounted investments using the equity method of accounting in accordance with Accounting Standards Codification (“ASC”) Topic 323 Investments. Investments are initially recognized at cost. Subsequent to initial recognition, the carrying value of the Company’s investments are adjusted for the Company’s share of income or loss and distributions each reporting period. The carrying value of the Company’s investments are assessed for indicators or impairment at each balance sheet date. The Company applies fair value accounting for its other investments recognized as financial assets that are disclosed at fair value in the financial statements on a recurring basis. Fair value is defined as the price that would be received from selling an asset in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets that are required to be recorded at fair value, the Company considers all related factors of the asset by market participants in which the Company would transact and the market-based risk measurements or assumptions of market participants. (j) Property, Plant and Equipment Property, plant and equipment are recorded at historical cost net of accumulated depreciation, write-downs and impairment losses. Depreciation is calculated on a straight-line basis over the estimated useful life as follows: Buildings 20 - 25 years Leasehold improvements over the shorter of the initial term of the underlying lease plus any reasonably assured renewal terms, and the useful life of the asset Production equipment 5 years Processing equipment 5 years Sales equipment 3 - 5 years Office equipment 3 - 5 years Land not depreciated Construction in progress not depreciated When significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items or components of property, plant and equipment and each major component is assigned an appropriate useful life. Gains and losses on disposal of an item are determined by comparing the proceeds from disposal with the carrying amount of the item and are recognized in profit or loss. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the respective accounts and any related gain or loss is recognized in the consolidated statements of operations. Maintenance and repairs are charged to expense as incurred. Significant expenditures, which extend the useful lives of assets or increase productivity, are capitalized. Construction in progress includes construction progress payments, deposits, engineering costs, and other costs directly related to the construction of cultivation, processing or dispensary facilities. Expenditures are capitalized during the construction period and construction in progress is transferred to the appropriate class of property, plant and equipment when the assets are available for use, at which point the depreciation of the asset commences. The Company reviews the carrying values of its property, plant and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group might not be recoverable. Assets are grouped at the lowest level for which identifiable cash flows are largely independent when testing for, and measuring for, impairment. In performing its review of recoverability, the Company estimates the future cash flows expected to result from the use of the asset or asset group and its eventual disposition. If the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset or asset group, an impairment loss is recognized in the consolidated statements of operations. Measurement of the impairment loss is based on the excess of the carrying amount of the asset or asset group over the fair value calculated using discounted expected future cash flows. A liability for the fair value of an asset retirement obligation associated with the retirement of tangible long-lived assets and the associated asset retirement costs are recognized in the period in which the liability and costs are incurred if a reasonable estimate of fair value can be made using a discounted cash flow model. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset and subsequently amortized over the asset’s useful life. The liability is accreted over the period of expected cash outflows. The Company does not have any asset retirement obligations as of December 31, 2025 and 2024.(k) LeasesThe Company leases some items of property, plant and equipment, office, cultivation, processing and dispensary space. On the lease commencement date, a lease is classified as a finance lease or an operating lease based on the classification criteria of the lease guidance under U.S. GAAP. As of January 1, 2019, the Company adopted Financial Accounting Standard Board (“FASB”) ASC Topic 842 Leases (“ASC 842”) and applied the lease classification criteria contained therein for any new leases. Upon adoption of ASC 842, the Company recorded right-of-use (“ROU”) assets for all of its leased assets classified as operating leases. The ROU assets were computed as the present value of future minimum lease payments, including additional payments resulting from a change in an index such as a consumer price index or an interest rate, plus any prepaid lease payments minus any lease incentives received. A lease liability was also recorded at the same time. No ROU asset is recorded for leases with a lease term, including any reasonably assured renewal terms, of 12 months or less. Upon adoption of ASC 842, the Company also recorded lease liabilities computed as the present value of future minimum lease payments, including additional payments resulting from a change in an index or an interest rate. Lease liabilities are amortized using the effective interest method. Amortization on the ROU asset is calculated as the difference between the expected straight-line rent expense over the lease term less the accretion on the lease liability. (l) Intangible Assets Intangible assets with a finite life are recorded at cost and are amortized on a straight-line basis over their estimated useful lives. Intangible assets with an indefinite life are not amortized and are assessed annually for impairment, or more frequently if indicators of impairment arise. The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. The Company capitalizes certain internal-use software development costs, consisting primarily of contractor costs and employee salaries and benefits allocated to the software. Capitalization of costs incurred in connection with internally developed software commences when both the preliminary project stage is completed and management has authorized further funding for the project, based on a determination that it is probable the project will be completed and used to perform the function intended. Capitalization of costs ceases no later than the point at which the project is substantially complete and ready for its intended use. All other costs are expensed as incurred. Amortization is calculated on a straight-line basis over three years. Costs incurred for enhancements that are expected to result in additional functionalities are capitalized.Intangible assets mainly comprise of licenses acquired in business combinations. Licenses are amortized over 15 years, which reflects the useful lives of the assets. Trademarks are amortized over 7 to 15 years, and all other intangible assets with a finite life are amortized over 1 to 5 years. The Company reviews the carrying values of its intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group might not be recoverable. Assets are grouped at the lowest level for which identifiable cash flows are largely independent when testing for, and measuring for, impairment. In performing its review for recoverability, the Company estimates the future cash flows expected to result from the use of the asset or asset group and its eventual disposition. If the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset or asset group, an impairment loss is recognized in the consolidated statements of operations. Measurement of the impairment loss is based on the excess of the carrying amount of the asset or asset group over the fair value calculated using discounted expected future cash flows. (m) GoodwillGoodwill represents the excess of the purchase price paid for the acquisition of an entity over the fair value of the net tangible and intangible assets acquired. Goodwill is allocated to a specific reporting unit or allocated between reporting units based on the relative fair value of each reporting unit. Goodwill is not subject to amortization and is tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Impairment is determined for goodwill by assessing if the carrying value of a reporting unit, including the allocated goodwill, exceeds its recoverable amount determined as the greater of the estimated fair value less costs to sell and the value in use. Impairment losses recognized in respect of a reporting unit are first allocated to the carrying value of goodwill and any excess is allocated to the carrying amount of assets in the reporting unit. Any goodwill impairment is recorded in impairment loss within the consolidated statement of operations in the period in which the impairment is identified. Impairment losses on goodwill are not subsequently reversed.As of December 31, 2025, the Company recognized $1.6 million of goodwill from its Cheetah Acquisition (as defined in Note 4 below).(n) Assets Held For Sale The Company classifies assets held for sale in accordance with ASC Topic 360 Property, Plant and Equipment. When the Company makes the decision to sell an asset, the Company assesses if such asset should be classified as an asset held for sale. To classify as an asset held for sale, the asset or disposal group must meet all of the following conditions: i) management, having the authority to approve the action, commits to a plan to sell the asset, ii) the asset is available for immediate sale in its present condition, subject to certain customary terms, iii) an active program to locate a buyer and other actions required to complete the plan to sell the asset have been initiated, iv) the sale of the asset is probable and the transfer of the asset is expected to qualify for recognition as a completed sale, within one year, subject to certain exceptions, v) the asset is being actively marketed for sale at a price that is reasonable in relation to its current value, and vi) actions required to complete the plan indicate that it is unlikely that the plan will be significantly changed or withdrawn. Assets held for sale are measured at the lower of their carrying amount or fair value less cost to sell (“FVLCTS”). FVLCTS is the amount obtainable from the sale of the asset in an arm’s length transaction, less the costs of disposal. Once classified as held for sale, any depreciation and amortization on an asset cease to be recorded. There were no assets or liabilities classified as held for sale as of December 31, 2025 (December 31, 2024— $23.6 million). (o) Income Taxes Income taxes are accounted for under the asset and liability method whereby deferred income tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the accounting and tax bases of assets and liabilities and net operating loss carryforwards. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates or laws is recognized in the consolidated statements of operations in the period in which the change is enacted.The Company assesses realization of deferred income tax assets and, based on all available evidence, concludes whether it is more likely than not that the net deferred income tax assets will be realized. A valuation allowance is provided for the amount of deferred income tax assets not considered to be realizable. The Company has elected to classify interest and penalties related to income tax liabilities, when applicable, as part of the income tax expense within its consolidated statements of operations. The Company is subject to ongoing tax exposures, examinations and assessments in various jurisdictions. Accordingly, the Company may incur additional tax expense based upon the outcomes of such matters. The Company follows the provisions of ASC Topic 740, Accounting for Income Taxes ("ASC Topic 740"). ASC Topic 740 clarifies the accounting for uncertainties in income taxes recognized in a Company’s consolidated financial statements. ASC Topic 740 also prescribes a recognition threshold and measurement attribute for the consolidated financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740 provides guidance on derecognition, classification, interest and penalties, disclosures and transition. As required by the uncertain tax position guidance in ASC Topic 740, the Company recognized the benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant tax authority. (p) Revenue Recognition The Company recognizes revenue under the provision of ASC 606—Revenue from Contracts with Customers. The Company generates revenue primarily from the sale of cannabis, cannabis related products and provision of services. The Company uses the following five-step contract-based analysis of transactions to determine if, when and how much revenue can be recognized: 1.Identify the contract with a customer; 2.Identify the performance obligation(s) in the contract; 3.Determine the transaction price; 4.Allocate the transaction price to the performance obligation(s) in the contract; and 5.Recognize revenue when or as the Company satisfies the performance obligation(s). Revenue from the sale of cannabis is generally recognized when control over the goods has been transferred to the customer. Payment for medical sales is typically due prior to shipment for wholesale orders and at point-of-sale for retail orders. Payment for wholesale transactions is due within a specified time period as permitted by the underlying agreement and the Company’s credit policy upon the transfer of goods to the customer. The Company generally satisfies its performance obligation and transfers control to the customer upon delivery and acceptance by the customer. Revenue is recorded at the estimated amount of consideration to which the Company expects to be entitled. Substantially all of the Company’s sales are single performance obligations arrangements for which the transaction price is equivalent to the stated price of the products net of any stated discounts applicable at point of sale. Revenue is recognized net of sales incentives and returns, after discounts. The Company offers loyalty reward programs to its retail customers across several of its dispensaries. A portion of the revenue generated in a sale must be allocated to the loyalty points earned. The amount allocated to the points earned is deferred until the loyalty points are redeemed or expired at the end of each fiscal year. As of December 31, 2025 and 2024, the loyalty liability totaled $Nil and $1.1 million, respectively, and is included in accrued and other current liabilities on the consolidated balance sheets.(q) Costs and Expenses Applicable to Revenues Costs and expenses applicable to revenues represents costs directly related to processing and distribution of the Company’s products. Primary costs include raw materials, packaging, direct labor, overhead, and shipping and handling. Manufacturing overhead and related expenses include salaries, wages, employee benefits, utilities, maintenance and property taxes. The Company recognizes the costs and expenses applicable to revenues at the time the related revenues are recognized. (r) Foreign Currency Translation The functional and reporting currency of the Company is the U.S. dollar. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the foreign exchange rates prevailing at the end of the period. Non-monetary assets and liabilities measured at historical cost are translated using the exchange rate at the date of the transaction. Realized and unrealized foreign exchange gains and losses are included in the determination of earnings in the period in which they arise. (s) Share-based Compensation The Company has a share-based compensation plan which includes options and restricted stock units (“RSUs”). Share-based awards are measured at the fair value of the awards at the grant date and recognized as expense over the requisite service periods in the Company’s consolidated statements of operations. The fair value of options is determined using the Black-Scholes option pricing model which incorporates all market vesting conditions. The number of options expected to vest is reviewed and adjusted at the end of each reporting period such that the amount recognized for services received as consideration for the share-based awards granted shall be based on the number of awards that eventually vest. Amounts recorded for forfeited or expired unexercised options are accounted for in the year of forfeiture. Upon the exercise of stock options, consideration received on the exercise of share-based awards is recorded as paid-in-capital. The fair value of RSUs is determined using the Company’s closing stock price on the grant date. Share-based compensation expense includes compensation cost for employee awards granted and all modified or cancelled awards. In addition, compensation expense includes the compensation cost, based on the grant-date fair value calculated under FASB ASC Topic 718 Share-based payments (“ASC Topic 718”). Share-based compensation expense is not adjusted for estimated forfeitures, but instead adjusted upon an actual forfeiture of a stock option. The Company utilizes the risk-free rate determined by the market yield on United States Treasury marketable bonds over the contractual term of the instrument being issued. The critical assumptions and estimates used in determining the fair value of share-based compensation include: expected life of options, volatility of the Company’s future share price, risk-free rate, future dividend yields and estimated forfeitures at the initial grant date. Changes in assumptions used to estimate fair value could result in materially different results. The Company’s policy is to issue new common shares from treasury to satisfy stock options which are exercised. The Company recognizes compensation expense for RSUs and options on a straight-line basis over the requisite service period for awards that vest solely based on a service condition. Compensation expense for awards that vest based on both service and performance conditions are recognized over the requisite service period of the award using the graded vesting method. Non-market vesting conditions are included in the assumptions about the number of options that are expected to become exercisable. Any cumulative adjustment prior to vesting is recognized in the current period. No adjustment is made to any expense recognized in prior periods if share options ultimately exercised are different to that estimated on vesting. (t) Contingent Liabilities In accordance with the FASB ASC Topic 450 Contingencies, the Company will make a provision for a liability when it is both probable that a loss has been incurred and the amount of the loss can be reasonably estimated. The Company reviews these provisions in conjunction with any related provisions on assets related to the claims at least quarterly and adjusts these provisions to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel and other pertinent information related to the case. The Company expenses legal costs relating to its lawsuits, claims and proceedings as incurred. (u) Business Combinations In accordance with the FASB ASC Topic 805 Business Combinations (“ASC 805”), the Company allocates the fair value of purchase consideration to the tangible and intangible asset purchased and the liabilities assumed on the basis of their fair values at the date of acquisition. The determination of fair values of assets acquired and liabilities assumed requires estimates and the use of valuation techniques when a market value is not readily available. Any excess of purchase price over the fair value of net tangible and intangible assets acquired is allocated to goodwill. If the Company obtains new information about the facts and circumstances that existed as of the acquisition date during the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed. (v) Change in Accounting EstimateUpon adoption of Accounting Standards Codification ("ASC") Topic 330 “Inventory”, the Company elected to follow an accounting policy related to inventory to be valued at the lower of cost, determined on a weighted average cost basis, and net realizable value.Effective January 1, 2025, the Company began estimating the value of its inventory under standard costing which approximates weighted average cost. It is noted that inventory will continue to be carried at the lesser of cost and net realizable value and that both approaches continue to use full absorption costing to allocate all direct and indirect overhead into the valuation inventory. However, using predetermined standard costs offers consistency and accuracy in inventory valuation and offers better analysis of variances between standard and actual costs. The predetermined costs are reviewed and updated on a periodic basis to determine whether variances reflect part of the normal cost of production, and should therefore be reflected as inventory value, or whether they are a period cost and should thus not be included in inventory.The Company accounted for this change as a change in accounting estimate and, accordingly, applied it on a prospective basis. This change in estimate did not have any material impact on the Company’s consolidated statements of operations for the year ended December 31, 2025. The Company expects this change in accounting estimate to remain immaterial in future periods. Note 3 – New Accounting Standards and Accounting Changes Adoption of New Accounting Policies In November 2023, the FASB issued ASU 2023-07 Segment Reporting (Topic 280). All public entities will be required to report segment information in accordance with the new guidance starting in annual periods beginning after December 15, 2023. The amendments improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The Company adopted the new standard in the fourth quarter of 2024. The adoption did not have any material impact on the Company's consolidated financial statements.In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740). For public business entities, the amendments are effective for annual periods beginning after December 15, 2024. The amendments address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This amendment also looks to improve the effectiveness of income tax disclosures. The Company adopted the new standard and noted that it did not have any material impact on the Company's consolidated financial statements.In March 2024, the FASB issued ASU 2024-02, Codification Improvements. Public entities must adopt the amendments for annual periods beginning after December 15, 2024. The standard removes outdated glossary references, streamlining Codification content. The Company adopted the new standard in the fourth quarter of 2025. The adoption did not have any material impact on the Company's consolidated financial statements.Recently Issued FASB Accounting Standard Updates In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income (Topic 220). Public entities must comply with the amendments for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The update enhances disclosure requirements by requiring detailed breakdowns of material expense categories. The Company is determining the effects of adoption on its financial reporting practices.In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient for estimating expected credit losses on current trade receivables and contract assets under ASC 606. The amendments are effective for annual reporting periods beginning after December 15, 2025, and the Company is evaluating the impact of adoption.In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to Accounting for Internal-Use Software, which replaces the existing three-stage model with a single “probable-to-complete” capitalization threshold and incorporates website development into the same guidance. The amendments are effective for annual reporting periods beginning after December 15, 2027, and the Company is evaluating the impact of adoption.In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. Public entities must adopt the amendments for annual reporting periods beginning after December 15, 2027, and interim periods within those annual periods. The update clarifies interim disclosure requirements and introduces a principle to disclose material events and transactions that have occurred since the end of the prior fiscal year. The Company is evaluating the impact of these improvements on its future interim financial reporting disclosures.In January 2026, the FASB issued ASU 2025-12, Codification Improvements. The amendments are effective for annual reporting periods beginning after December 15, 2026. The standard addresses technical corrections and clarifications across various topics, including the calculation of diluted earnings per share when an entity reports a loss from continuing operations. The Company is in the process of determining the effects adoption of this amendment, but expects no significant impact on its consolidated financial statements.Note 4 – Acquisitions Cheetah Acquisition On December 30, 2024, the Company entered into an Asset Purchase Agreement (the "Cheetah Purchase Agreement") with Cheetah Enterprises, Inc. (the "Cheetah Seller"), pursuant to which, the Company acquired substantially all the assets related to the Cheetah Seller's wholesale business, including the manufacture, marketing, and sale of cannabis distillate vaporize products in the states of Illinois and Pennsylvania under the "Cheetah" brand (the "Brand"), but excluding certain excluded assets (the "Cheetah Purchased Assets") together with certain assumed liabilities related to the Cheetah Purchased Assets. The purchase price (the "Purchase Price") for the Cheetah Purchased Assets is approximately $3.5 million, and includes (i) common shares at an aggregate deemed value of approximately $1.5 million, which the Company recorded at a fair value on acquisition of $1.2 million, to be issued in three (3) tranches; (ii) upon the completion of certain performance benchmarks (if the Brand does not meet the performance benchmark by the payment date, such payment date will be delayed until the later of (x) thirty (30) days or (y) until such time the Brand achieves the applicable performance benchmark; provided, the full cash consideration shall not be delayed more than twenty-four (24) months after closing); and (iii) additional consideration based on EBITDA generated by the Brand (the "Earn-Out") over the next three years which is payable annually in cash, with the final payment due on or before April 1, 2028.The Company has determined that the acquisition of the Cheetah Purchased Assets (the "Cheetah Acquisition") is a business combination under ASC 805 whereby the total consideration is recorded by allocating the purchase consideration to the net assets and liabilities acquired based on their estimated fair values at the acquisition date. At the date of acquisition, management allocated the initial purchase price based on the estimated fair value of the identifiable assets and liabilities assumed on the acquisition date. The purchase price allocation was subsequently finalized as shown in the table below: Consideration: Cash consideration - paid $ 2,000 Common stock - issued 1,167 Additional earn-out consideration 3,127 Fair value of consideration $ 6,294 Estimated fair values of net assets acquired and liabilities assumed: Cash $ 45 Receivables and prepaid assets 340 Inventory 6 Operating lease right-of-use assets, net 42 Accounts payable (301 ) Accrued and other current liabilities (86 ) Intangible assets 4,690 Net assets acquired $ 4,736 Goodwill $ 1,558 The following table summarizes the final adjustments made to the provisional purchase price allocation: Preliminary allocation at acquisition Adjustments As adjusted Cash consideration - paid $ 675 $ 1,325 $ 2,000 Cash consideration - accrued 1,325 (1,325 ) — Common stock - issued — 1,167 1,167 Common stock - issuable 1,167 (1,167 ) — Inventory 106 (100 ) 6 Intangible assets — 4,690 4,690 Goodwill 6,148 (4,590 ) 1,558 The intangible assets recognized from the acquisition relate to trade names and other intellectual property and recipes used under the Cheetah brand. The goodwill recognized from the acquisition is attributable to the assembled workforce and synergies expected from integrating Cheetah into the Company’s existing business. The goodwill acquired is not deductible for tax purposes.Total purchase consideration transferred at closing also included additional Earn-Out that had a fair value of $3.1 million as of the acquisition date. The acquisition date fair value of the Earn-Out was determined based on the Company’s assessment of the probability of achieving the performance targets that ultimately obligate the Company to transfer additional consideration to the seller. The Earn-Out is comprised of certain EBITDA targets to be achieved by the Brand and is paid annually in cash, commencing April 1, 2026 for the preceding fiscal year. Subsequent remeasurement of the Earn-Out will be remeasured at the end of each reporting period with any gains or losses recognized in interest and other income and expenses within the consolidated statement of operations. Refer to Note 12 for further discussion on contingent consideration. Total acquisition-related costs incurred during the year ended December 31, 2025, were $Nil (December 31, 2024 - less than $0.1 million), which were recorded within selling, general and administrative expenses on the consolidated statement of operations.Pro forma financial information is not disclosed as the results are not material to the Company’s consolidated financial statements.Note 5 – Leases The Company mainly leases office space and cannabis cultivation, processing and retail dispensary space. Leases with an initial term of less than 12 months are not recorded on the consolidated balance sheets. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. Most leases include one or more options to renew, with renewal terms that can extend the lease term from one to five years or more. The Company has determined that it was reasonably certain that the renewal options on the majority of its cannabis cultivation, processing and retail dispensary space would be exercised based on previous history and knowledge, current understanding of future business needs and the level of investment in leasehold improvements, among other considerations. The incremental borrowing rate used in the calculation of the lease liability is based on the rate available to the parent company. The depreciable life of assets and leasehold improvements are limited by the expected lease term. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Certain subsidiaries of the Company rent or sublease certain office space to/from other subsidiaries of the Company. These intercompany subleases are eliminated on consolidation and have lease terms ranging from less than 1 year to 15 years. The components of lease expense are as follows: Year Ended December 31, 2025 2024 Operating lease costs(1) Selling, general and administrative expenses $ 6,876 $ 6,863 Costs and expenses applicable to revenues 688 1,405 Total lease cost $ 7,564 $ 8,268 (1)Includes short-term leases and variable lease costs for the years ended December 31, 2025 and 2024. The Company entered into multiple sublease agreements pursuant to which it serves as lessor to the sublessees. For the year ended December 31, 2025, the Company recorded sublease income of $0.9 million (December 31, 2024—$1.0 million), which is included in the interest and other income line on the consolidated statements of operations.Operating cash flows from operating leases for the year ended December 31, 2025 was $7.0 million (December 31, 2024 - $7.5 million).Supplemental balance sheet information related to leases is as follows: Balance Sheet Information Classification December 31, 2025 December 31, 2024 Operating lease right-of-use assets, net Operating leases $ 29,436 $ 24,012 Lease liabilities Current portion of operating lease liabilities Operating leases $ 7,195 $ 6,534 Long-term portion of operating lease liabilities Operating leases 26,778 21,599 Total $ 33,973 $ 28,133 Maturities of lease liabilities for operating leases as of December 31, 2025, were as follows: Operating Leases 2026 $ 7,195 2027 6,849 2028 6,883 2029 6,668 2030 5,987 Thereafter 45,951 Total lease payments $ 79,533 Less: interest expense (45,560 ) Present value of lease liabilities $ 33,973 Weighted-average remaining lease term (years) 11.4 Weighted-average discount rate 18 % Note 6 – Inventories, net Inventories is comprised of the following items: December 31, 2025 December 31, 2024 Supplies $ 6,249 $ 4,134 Raw materials 3,419 3,815 Work in process 5,515 5,194 Finished goods 7,198 9,570 Inventory reserve (129 ) (247 ) Total $ 22,252 $ 22,466 Inventories are written down for any obsolescence or when the net realizable value considering future events and conditions is less than the carrying value. For the year ended December 31, 2025, the Company recorded $Nil (December 31, 2024 – $0.4 million), related to spoiled inventory in costs and expenses applicable to revenues on the consolidated statements of operations. The Company had implemented a change in accounting estimate with respect to the valuation of inventory. Refer to Note 2(v) for further details. Note 7 – Property, Plant and Equipment As of December 31, 2025 Cost Accumulated Depreciation Net Book Value Buildings $ 79,957 $ 14,700 $ 65,257 Leasehold improvements 50,142 28,898 21,244 Production equipment 6,176 1,709 4,467 Processing equipment 5,953 2,072 3,881 Sales equipment 1,155 822 333 Office equipment 7,741 5,816 1,925 Land 2,716 — 2,716 Construction in progress 4,909 — 4,909 Total $ 158,749 $ 54,017 $ 104,732 As of December 31, 2024 Cost Accumulated Depreciation Net Book Value Buildings $ 71,870 $ 11,970 $ 59,900 Leasehold improvements 41,439 26,057 15,382 Production equipment 2,403 1,324 1,079 Processing equipment 2,801 1,559 1,242 Sales equipment 896 784 112 Office equipment 6,551 5,352 1,199 Land 2,716 — 2,716 Construction in progress 5,858 — 5,858 Total $ 134,534 $ 47,046 $ 87,488 For the year ended December 31, 2025, the Company recorded depreciation expense on property, plant, and equipment of $7.0 million (December 31, 2024— $8.8 million). During the year ended December 31, 2025, the Company disposed $1.4 million of property, net (December 31, 2024—$0.2 million), primarily related to the sale of facility equipment, with total consideration of approximately $0.6 million, resulting in a loss of $0.8 million, which is included within "write-downs, recoveries, and other charges, net" on the consolidated statements of operations.Capital expenditure additions during the year ended December 31, 2025 amounted to $25.7 million (December 31, 2024—$5.5 million) to fund various cultivation, processing and dispensary projects, of which $1.9 million (December 31, 2024 - $0.5 million) is currently unpaid and outstanding.Note 8 – Intangible Assets and Goodwill As of December 31, 2025 Cost Accumulated Amortization Net Book Value Licenses $ 114,418 $ 52,184 $ 62,234 Trademarks 15,801 11,643 4,158 Other 3,862 2,778 1,084 $ 134,081 $ 66,605 $ 67,476 As of December 31, 2024 Cost Accumulated Amortization Net Book Value Licenses $ 114,418 $ 44,550 $ 69,868 Trademarks 11,111 9,451 1,660 Other 3,726 2,392 1,334 $ 129,255 $ 56,393 $ 72,862 During the year ended December 31, 2025, the Company recorded $4.8 million in intangible asset additions (December 31, 2024—$0.2 million), which is primarily attributable to the Cheetah acquisition and other internal-use software. The weighted average remaining amortization period for these additions is 12 years as of December 31, 2025. Amortization expense for the years ended December 31, 2025 and 2024 was $10.2 million and $13.9 million, respectively.The estimated amortization expense for each of the years ended December 31, as follows: 2026 $ 8,697 2027 8,625 2028 8,599 2029 8,238 2030 8,238 Thereafter 25,081 The following table summarizes the balances of goodwill as of December 31, 2025 and 2024: As of December 31, 2025 2024 Balance, beginning of year $ 6,148 $ — Acquisition of Cheetah — 6,148 Reclassification - Cheetah intangible assets (4,590 ) — Impairment loss — — Total $ 1,558 $ 6,148 Note 9 - Long-Term Debt The following table summarizes long term debt outstanding as of December 31, 2025 and 2024: Secured Notes June Secured Debentures Additional Secured Debentures June Unsecured Debentures Other Total As of January 1, 2025 $ 14,968 $ 114,298 $ 30,615 $ 21,750 $ 696 $ 182,327 Paid-in-kind interest — 10,213 2,560 2,048 — 14,821 Accretion of balance 746 3,086 — 1,057 — 4,889 Debt extinguishment — — — — (686 ) (686 ) Debt repayment (7,355 ) — — — (10 ) (7,365 ) As of December 31, 2025 $ 8,359 $ 127,597 $ 33,175 $ 24,855 $ — $ 193,986 Secured Notes June Secured Debentures Additional Secured Debentures June Unsecured Debentures Other Total As of January 1, 2024 $ 15,565 $ 101,856 $ 28,247 $ 18,856 $ 752 $ 165,276 Carrying value of financial liabilities issued 14,345 — — — — 14,345 Paid-in-kind interest 239 9,449 2,368 1,895 — 13,951 Accretion of balance 632 2,993 — 999 — 4,624 Debt extinguishment (15,813 ) — — — — (15,813 ) Deconsolidation — — — — — — Debt repayment — — — — (56 ) (56 ) As of December 31, 2024 $ 14,968 $ 114,298 $ 30,615 $ 21,750 $ 696 $ 182,327 As of December 31, 2025, the total and unamortized debt discount costs were $21.9 million and $6.5 million, respectively (December 31, 2024— $21.9 million and $11.4 million, respectively).As of December 31, 2025, total interest paid on long-term debt was $1.5 million (December 31, 2024 - $1.5 million).(a) iAnthus New Jersey, LLC Senior Secured Bridge Notes On February 2, 2021, iAnthus New Jersey, LLC ("INJ") issued an aggregate of $11.0 million of senior secured bridge notes ("Senior Secured Bridge Notes") which initially matured on the earlier of (i) February 2, 2023, (ii) the date on which the Company closes a Qualified Financing (as defined below) and (iii) such earlier date that the principal amount may become due and payable pursuant to the terms of such notes. The Senior Secured Bridge Notes initially accrued interest at a rate of 14.0% per annum, decreasing to 8.0% upon the closing of the Recapitalization Transaction (increasing to 25.0% per annum in the event of default). “Qualified Financing” means a transaction or series of related transactions resulting in net proceeds to the ICH of not less than $10 million from the subscription of the ICH's securities, including, but not limited to, a private placement or rights offering.On February 2, 2023, ICH and INJ entered into an amendment (the “Amendment”) to the Senior Secured Bridge Notes with all of the holders of the Senior Secured Bridge Notes. Pursuant to the Amendment, the maturity date of the Senior Secured Bridge Notes was extended until February 2, 2024, the interest on the principal amount outstanding was increased to a rate of 12.0% per annum, and an amendment fee equal to 10.0% of the principal amount outstanding of the Senior Secured Bridge Notes as of February 2, 2023 or $1.4 million in the aggregate, was added to such notes such that it will become due and payable on the extended maturity date.On February 2, 2024, in order to facilitate the 2024 NJ Amendment (as defined below), the parties agreed to a short-term extension of the maturity date from February 2, 2024 to February 16, 2024. On February 16, 2024, ICH and INJ entered into another amendment (the"2024 NJ Amendment") to the Senior Secured Bridge Notes. Pursuant to the 2024 NJ Amendment, the maturity date of the Senior Secured Bridge Notes was extended from February 16, 2024 to February 16, 2026 and the interest rate of the Senior Secured Bridge Notes remained at 12% per annum, but the interest accruing after February 16, 2024 will be payable in quarterly cash payments (the first interest payment being on May 16, 2024). In addition, the 2024 NJ Amendment provides for an amendment fee equal to 10% of the principal amount of the Senior Secured Bridge Notes as of the date of the 2024 NJ Amendment, or $1.6 million in the aggregate, which is satisfied through the issuance of ICH's common shares at a price per share equal to the volume-weighted average trading price of ICH's common shares on the CSE for the twenty (20) consecutive trading days immediately prior to the date of the 2024 NJ Amendment. Lastly, ICH and INJ agreed to utilize twenty-five percent (25%) of Non-Operational Receipts in excess of $5.0 million to make payments towards the principal amount outstanding under the Senior Secured Bridge Notes, without penalty. For purposes of the 2024 NJ Amendment, "Non-Operational Cash Receipts" means cash ICH received which is not derived from the sale of cannabis products in the ordinary course of business of ICH, whether through retail, wholesale or otherwise. As of December 31, 2025, a total amount of $7.4 million (December 31, 2024 - $Nil) has been paid from Non-Operational Receipts.In accordance with debt extinguishment accounting guidance outlined in ASC 470 "Debt", the terms of the Senior Secured Bridge Notes were materially modified pursuant to both the Amendment and 2024 NJ Amendment and as such, for the year ended December 31, 2025, the Company recorded a loss on debt extinguishment of $Nil, (December 31, 2024 - $0.1 million), on the consolidated statements of operations.The amended host debt, classified as a liability using the guidance of ASC 470, was recognized at the carrying value of $14.3 million.For the year ended December 31, 2025, interest expense of $1.4 million (December 31, 2024—$1.9 million), and accretion expense of $0.7 million (December 31, 2024—$0.6 million), were recorded on the consolidated statements of operations.The Senior Secured Bridge Notes are secured by a security interest in certain assets of INJ. ICH provided a guarantee in respect of all of the obligations of INJ under the Senior Secured Bridge Notes, and the Company is in compliance with the terms of the Senior Secured Bridge Notes as of December 31, 2025. The Senior Secured Bridge Notes are classified as long-term debt, net of issuance costs on the consolidated balance sheets, pursuant to the 2026 Bridge Notes Amendment (as defined in Note 18).Certain of the Secured Lenders, including Gotham Green Fund II, L.P., Gotham Green Fund II (Q), L.P., Oasis Investments II Master Fund LTD., Senvest Global (KY), LP, Senvest Master Fund, LP and Hadron Healthcare and Consumer Special Opportunities Master Fund, held greater than 5.0% of the outstanding common shares of the Company upon closing of the Recapitalization Transaction. As principal owners of the Company, these lenders are considered to be related parties.(b) June Secured Debentures On June 24, 2022 in connection with the closing of the Recapitalization Transaction, the Company entered into the Secured Debenture Purchase Agreement (the "Secured DPA"), between ICM, the other Credit Parties (as defined in the Secured DPA), the Collateral Agent, and the lenders party thereto (the “New Secured Lenders”) pursuant to which ICM issued the June Secured Debentures in the aggregate principal amount of $99.7 million which accrue interest at the rate of 8.0% per annum increasing to 11.0% per annum upon the occurrence of an Event of Default (as defined in the Secured DPA), with a maturity date of June 24, 2027. The June Secured Debentures may be prepaid on a pro rata basis from and after the third anniversary of the Closing Date of the Recapitalization Transaction upon prior written notice to the New Secured Lenders without premium or penalty.The host debt, classified as a liability using the guidance of ASC 470, was recognized at the carrying value of $84.5 million.Interest is to be paid in kind by adding the interest accrued on the principal amount on the last day of each fiscal quarter (the first such interest payment date being June 30, 2022) and such amount thereafter becoming part of the principal amount, which will accrue additional interest. Interest paid in kind will be payable on the date when all of the principal amount is due and payable. For the year ended December 31, 2025, interest expense and accretion expense of $10.2 million and $3.1 million, respectively, were recorded on the consolidated statements of operations (December 31, 2024—$9.4 million and $3.0 million, respectively). The terms of the Secured DPA impose certain restrictions on the Company’s operating and financing activities, including certain restrictions on the Company’s ability to: incur certain additional indebtedness; grant liens; make certain dividends and other payment restrictions affecting the Company’s subsidiaries; issue shares or convertible securities; and sell certain assets. The June Secured Debentures are secured by all current and future assets of the Company and ICM. The terms of the Secured DPAs do not have any financial covenants or market value test and ICM is in compliance with the terms of the June Secured Debentures as of December 31, 2025. The June Secured Debentures are classified as long-term debt, net of issuance costs on the consolidated balance sheets. Certain of the New Secured Lenders that hold the June Secured Debentures, including Gotham Green Fund 1, L.P., Gotham Green Fund 1 (Q), L.P., Gotham Green Fund II, L.P., Gotham Green Fund II (Q), Gotham Green Credit Partners SPV 1, L.P., Gotham Green Partners SPV V, L.P., L.P., and Parallax Master Fund, LP, held greater than 5.0% of the outstanding common shares of the Company upon the closing of the Recapitalization Transaction. As principal owners of the Company, certain of the New Secured Lenders are considered to be related parties.(c) June Unsecured Debentures On June 24, 2022 in connection with the closing of the Recapitalization Transaction, the Company entered into the Unsecured Debenture Purchase Agreement (the "Unsecured DPA"), pursuant to which ICM issued June Unsecured Debentures in the aggregate principal amount of $20.0 million which accrue interest at the rate of 8.0% per annum increasing to 11.0% per annum upon the occurrence of an Event of Default (as defined in the Unsecured DPA), with a maturity date of June 24, 2027. The June Unsecured Debentures may be prepaid on a pro rata basis from and after the third anniversary of the Closing Date of the Recapitalization Transaction upon prior written notice to the Unsecured Lender without premium or penalty.The host debt, classified as a liability using the guidance of ASC 470, was recognized at the carrying value of $14.9 million. Interest is to be paid in kind by adding the interest accrued on the principal amount on the last day of each fiscal quarter (the first such interest payment date being June 30, 2022) and such amount thereafter becoming part of the principal amount, which will accrue additional interest. Interest paid in kind will be payable on the date when all of the principal amount is due and payable.For the year ended December 31, 2025, interest expense and accretion expense of $2.0 million and $1.1 million, respectively, were recorded on the consolidated statements of operations (December 31, 2024—$1.9 million and $1.0 million, respectively). The terms of the Unsecured DPA impose certain restrictions on the Company’s operating and financing activities, including certain restrictions on the Company’s ability to: incur certain additional indebtedness; grant liens; make certain dividends and other payment restrictions affecting the Company’s subsidiaries; issue shares or convertible securities; and sell certain assets. The terms of the Unsecured DPA do not have any financial covenants or market value test, and ICM is in compliance with the terms of the June Unsecured Debentures as of December 31, 2025. The June Unsecured Debentures are classified as long-term debt, net of issuance costs on the consolidated balance sheets. Certain of the Secured Lenders and Consenting Unsecured Lenders, including Gotham Green Fund 1, L.P., Gotham Green Fund 1 (Q), L.P., Gotham Green Fund II, L.P., Gotham Green Fund II (Q), L.P., Gotham Green Credit Partners SPV 1, L.P., Gotham Green Partners SPV V, L.P., Oasis Investments II Master Fund LTD., Senvest Global (KY), LP, Senvest Master Fund, LP, Parallax Master Fund, L.P. and Hadron Healthcare and Consumer Special Opportunities Master Fund, held greater than 5.0% of the outstanding common shares of the Company upon the closing of the Recapitalization Transaction. As principal owners of the Company, certain of the Consenting Unsecured Lenders are considered to be related parties.(d) Additional Secured Debentures Pursuant to the terms of the Secured DPA, ICM issued an additional $25.0 million of June Secured Debentures (the "Additional Secured Debentures") on June 24, 2022 which accrue interest at the rate of 8.0% per annum increasing to 11.0% per annum upon the occurrence of an Event of Default (as defined in the Secured DPA), with a maturity date of June 24, 2027.The host debt, classified as a liability using the guidance of ASC 470, was recognized at the carrying value of $25.0 million. Interest is to be paid in kind by adding the interest accrued on the principal amount on the last day of each fiscal quarter (the first such interest payment date being June 30, 2022) and such amount thereafter becoming part of the principal amount, which will accrue additional interest. Interest paid in kind will be payable on the date when all of the principal amount is due and payable. For the year ended December 31, 2025, interest expense of $2.6 million, was recorded on the consolidated statements of operations (December 31, 2024 - $2.4 million). The terms of the Secured DPA impose certain restrictions on the Company’s operating and financing activities, including certain restrictions on the Company’s ability to: incur certain additional indebtedness; grant liens; make certain dividends and other payment restrictions affecting the Company’s subsidiaries; issue shares or convertible securities; and sell certain assets. The Additional Secured Debentures are secured by all current and future assets of the Company and ICM. The terms of the Secured DPAs do not have any financial covenants or market value test, and ICM is in compliance with the terms of the Additional Secured Debentures as of December 31, 2025. The Additional Secured Debentures are classified as long-term debt, net of issuance costs on the consolidated balance sheets. Certain of the Secured Lenders and Consenting Unsecured Lenders, including Gotham Green Fund 1, L.P., Gotham Green Fund 1 (Q), L.P., Gotham Green Fund II, L.P., Gotham Green Fund II (Q), L.P., Gotham Green Credit Partners SPV 1, L.P., Gotham Green Partners SPV V, L.P., Oasis Investments II Master Fund LTD., Senvest Global (KY), LP, Senvest Master Fund, LP, Parallax Master Fund, L.P. and Hadron Healthcare and Consumer Special Opportunities Master Fund, held greater than 5.0% of the outstanding common shares of the Company upon the closing of the Recapitalization Transaction. As principal owners of the Company, certain of the Consenting Unsecured Lenders are considered to be related parties.Note 10 - Share Capital (a) Share Capital Authorized: Unlimited common shares. The shares have no par value. The Company’s common shares are voting and dividend-paying. The following is a summary of the common share issuances for the year ended December 31, 2025: •On January 9, 2025, the Company issued common shares totaling 41,667 with respect to the Cheetah Acquisition (Refer to Note 4).•On January 14, 2025, the Company issued 26,661 common shares for vested restricted stock units (“RSUs”). The Company withheld 1,029 common shares to satisfy employees’ tax obligations of less than $0.1 million.•On April 1, 2025, the Company issued 213 common shares for vested RSUs. The Company withheld 67 common shares to satisfy employees’ tax obligations of less than $0.1 million. •On April 23, 2025, the Company withheld 9,910 common shares for RSUs to satisfy employees' tax obligations of $0.1 million. •On July 8, 2025, the Company issued 4,733 common shares for vested RSUs. The Company withheld 2,229 common shares to satisfy employees’ tax obligations of less than $0.1 million.•On August 15, 2025, the Company issued common shares totaling 41,666 with respect to the Cheetah Acquisition (Refer to Note 4).•On September 30, 2025, the Company issued 67,478 common shares for vested RSUs. The Company withheld 30,117 common shares to satisfy employees’ tax obligations of $0.2 million.•On November 14, 2025, the Company issued common shares totaling 41,667 with respect to the Cheetah Acquisition (Refer to Note 4). The following is a summary of the common share issuances for the year ended December 31, 2024. •On January 2, 2024, the Company issued common shares totaling 20,000 for the Hi-Med Settlement Agreement (Refer to Note 14).•On January 5, 2024, the Company issued 23,461 common shares for vested RSUs. The Company withheld 2,300 common shares to satisfy employees’ tax obligations of less than $0.1 million.•On February 2, 2024, the Company issued common shares totaling 2,000 for vested RSUs.•On February 27, 2024, the Company issued 61,314 common shares to the holders of the Senior Secured Bridge Notes to satisfy the amendment fee pertaining to the 2024 NJ Amendment.•On April 24, 2024, the Company issued common shares totaling 486 for vested RSUs. The Company withheld 162 common shares to satisfy employees’ tax obligations of less than $0.1 million.•On July 2, 2024, the Company issued common shares totaling 17,977 for vested RSUs. The Company withheld 6,423 common shares to satisfy employees’ tax obligations of less than $0.1 million.•On October 8, 2024, the Company issued common shares totaling 66,345 for vested RSUs. The Company withheld 19,830 common shares to satisfy employees’ tax obligations of $0.1 million.•On December 13, 2024, the Company issued common shares totaling 5,000 for the Ninth Square Settlement Agreement (Refer to Note 14).(b) Potentially Dilutive Securities The following table summarizes potentially dilutive securities, and the resulting common share equivalents outstanding as of December 31, 2025 and 2024: December 31, 2025 December 31, 2024 Common share options 7,877 7,877 Restricted stock units 381,258 325,539 Total 389,135 333,416 (c) Equity Incentive Plans On December 31, 2021, the Board approved the Company’s Amended and Restated Omnibus Incentive Plan (the “Omnibus Incentive Plan”) dated October 15, 2018, whereas, the Company may award stock options or RSUs (the "Awards") to board members, officers, employees or consultants of the Company. The Omnibus Incentive Plan authorizes the issuance of up to 20% of the number of outstanding shares of common stock of the Company.Awards generally vest over a three-year period and the estimated fair value of the Awards at issuance is recognized as compensation expense over the related vesting period.Stock Options The Company's stock options are currently held by two former officers of the Company which have fully vested on July 10, 2023. Share-based compensation expense related to stock options for the year ended December 31, 2025 was $Nil (December 31, 2024 — $Nil), and is presented in selling, general and administrative expenses on the consolidated statements of operations. The following table summarizes certain information in respect of option activity during the period: Year Ended December 31, 2025 Year Ended December 31, 2024 Units Weighted AverageExercise Price Weighted Average Contractual Life Units Weighted AverageExercise Price Weighted Average Contractual Life Options outstanding, beginning 7,877 $ 0.05 5.53 7,877 $ 0.05 6.78 Granted — — — — — — Cancellations — — — — — — Forfeitures — — — — — — Expirations — — — — — — Options outstanding, ending (1) 7,877 $ 0.05 4.53 7,877 $ 0.05 5.53 (1)As of December 31, 2025, 7,877 of the stock options outstanding were exercisable (December 31, 2024—7,877). The Company used the Black-Scholes option pricing model to estimate the fair value of the options at the grant date using the following ranges of assumptions: The expected volatility was estimated by using the historical volatility of the Company. The expected life in years represents the period of time that options granted are expected to be outstanding. In accordance with Staff Accounting Bulletin (“SAB”) Topic 14, the Company uses the simplified method for estimating the expected term. The Company believes the use of the simplified method is appropriate due to the employee stock options qualifying as “plain-vanilla” options under the criteria established by SAB Topic 14. The risk-free rate was based on the United States bond yield rate at the time of grant of the award. Expected annual rate of dividends is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. There was no stock option activity for the years ended December 31, 2025 and 2024.Restricted Stock Units On December 31, 2021, the Board approved a long-term incentive program, pursuant to which, on July 26, 2022, the Company issued certain employees of the Company and its subsidiaries, RSUs, under the Company’s Omnibus Incentive Plan. RSUs represent a right to receive a single common share that is both non-transferable and forfeitable until certain conditions are satisfied. On December 31, 2021 and June 23, 2022, the Board approved the allocation of 363,921 and 26,881 RSUs, respectively, to Board members, directors, officers, and key employees of the Company. The RSUs granted by the Company vest upon the satisfaction of both a service-based condition of three years and a liquidity condition, the latter of which was not satisfied until the closing of the Recapitalization Transaction. As the liquidity condition was not satisfied until the closing of the Recapitalization Transaction, in prior periods, the Company had not recorded any expense related to the grant of RSUs. Share-based compensation expense in relation to the RSUs is recognized using the graded vesting method, in which compensation costs for each vesting tranche is recognized ratably from the service inception date to the vesting date for that tranche. The fair value of the RSUs is determined using the Company’s closing stock price on the grant date. Certain RSU recipients were also holders of the Original Awards, which were cancelled upon closing the Recapitalization Transaction. The RSUs granted to these employees have been treated as replacement awards (the “Replacement RSUs”) and are accounted for as a modification to the Original Awards. As the fair value of the Original Awards was $Nil on the modification dates, the incremental compensation cost recognized is equal to the fair value of the Replacement RSUs on the modification date, which shall be recognized over the remaining requisite service period. Periodically, the Board awards RSUs to its members and officers. On November 26, 2024, the Board awarded 144,500 RSUs to four Board members. The RSUs shall vest over a period of one year. The fair value of RSUs is determined on the grant date and is amortized over the vesting period on a straight-line basis.On April 25, 2025, the Board awarded 5,672 RSUs to four officers. The RSUs shall vest over a period of one year. The fair value of RSUs is determined on the grant date and is amortized over the vesting period on a straight-line basis.The most recent issuances were on September 29, 2025, where 250 RSUs were issued to an employee and on December 1, 2025, where 149,332 RSUs were issued to six officers. The RSUs vest over a period of one to three years. The fair value of RSUs is determined on the grant date and is amortized over the vesting period on a straight-line basis.During the year ended December 31, 2025, the Company recognized $1.8 million of share-based compensation expense associated with the RSUs (December 31, 2024 — $2.1 million). Share-based compensation expense is presented in selling, general and administrative expenses on the consolidated statements of operations. As of December 31, 2025, there was approximately $1.7 million of total unrecognized compensation cost related to unvested RSUs which is expected to be recognized over a weighted-average service period of one year.The following table summarizes certain information in respect of RSU activity during the period: Year Ended December 31, 2025 Year Ended December 31, 2024 Units WeightedAverageGrant Price Units WeightedAverageGrant Price Unvested balance, beginning 298,877 $ 0.01 315,668 $ 0.02 Granted 155,254 0.00 144,500 0.01 Vested (186,757 ) 0.01 (126,957 ) 0.02 Forfeited (450 ) 0.01 (34,334 ) 0.02 Unvested balance, ending 266,924 $ 0.01 298,877 $ 0.01 Note 11 - Segment Information Management, including the Company’s Chief Executive Officer, who is considered the Company’s Chief Operating Decision Maker (“CODM”) (as defined in the FASB ASC Topic 280 Segment Reporting), assesses segment performance based on segment revenues, gross margins, and net income/(loss). For instance, the CODM uses both segment gross profit and segment profit/loss from operations to allocate resources (including labor or capital resources) to each of the geographical locations (entities) in the forecasts. An analysis of the gross profit from the regions enables decisions regarding marketing activities, additional investments or scale back of expansion plans, as well as implementation of cost management strategies. The Company divides its reportable operating segments primarily by geographic region. The Company has two reportable operating segments: Eastern Region and Western Region. The Eastern Region includes the Company’s operations in Florida, Maryland, Massachusetts, New York, New Jersey, Illinois, and Pennsylvania. The Western Region includes the Company’s operations in Arizona and results from the Nevada business through June 24, 2024 when it was sold and subsequently deconsolidated. The two geographic regions are looked at separately by the CODM and Company’s management as the operations within those regions are in different stages of development. The operations comprising the Western Region are more established than those in the Eastern Region. Most of the Company’s financial and operational growth is being driven by the Eastern Region. Both the Eastern Region and the Western Region segments generate revenues from the sale of cannabis products through retail dispensaries as well as wholesale supply agreements. The “Other” category in the disclosure below comprises items not separately identifiable to the two reportable operating segments and are not part of the measures used by the Company when assessing the reportable operating segments’ results. It also includes items related to operating segments of the Company that did not meet the quantitative thresholds under ASC 280-10-50-12 to be considered reportable operating segments, nor did they meet the aggregation criteria under ASC 280-10-50-11 to qualify for aggregation with one of the two reportable operating segments of the Company. All inter-segment profits are eliminated upon consolidation. Reportable Segments Year Ended December 31, 2025 2024 Revenues, net of discounts Eastern Region(1) $ 133,605 $ 128,553 Western Region(2) 10,381 39,014 Total $ 143,986 $ 167,567 Gross profit Eastern Region $ 61,025 $ 60,219 Western Region 4,672 14,895 Total $ 65,697 $ 75,114 Operating expenses: Selling, general and administrative expenses Eastern Region $ 39,531 $ 34,555 Western Region 3,474 8,360 Other 17,881 19,267 Total $ 60,886 $ 62,182 Depreciation and amortization Eastern Region $ 13,995 $ 15,186 Western Region 2,161 7,033 Other 1,059 462 Total $ 17,215 $ 22,681 Write-downs, (recoveries) and other charges, net Eastern Region $ 2,814 $ (1,985 ) Western Region — 429 Other 199 320 Total $ 3,013 $ (1,236 ) Income (loss) from operations Eastern Region $ 4,684 $ 12,463 Western Region (963 ) (927 ) Other (19,139 ) (20,049 ) Total $ (15,418 ) $ (8,513 ) Other income (expenses), net Eastern Region $ 3,823 $ (868 ) Western Region 27,994 (3,307 ) Other (39,565 ) (12,626 ) Total $ (7,748 ) $ (16,801 ) Income tax (benefit) expense Eastern Region $ 9,309 $ 10,440 Western Region 2,251 8,513 Other 5,478 (36,631 ) Total $ 17,038 $ (17,678 ) Net income (loss) Eastern Region $ (1,878 ) $ 1,157 Western Region 24,780 (12,749 ) Other (63,105 ) 3,956 Total $ (40,203 ) $ (7,636 ) (1)Eastern region includes revenue from the sale of our new Cheetah brand of products in Illinois and Pennsylvania.(2)Western region no longer includes Nevada operations as results were deconsolidated as of June 24, 2024. Supplemental Segment Disclosures: Year Ended December 31, 2025 2024 Purchase of property, plant and equipment Eastern Region $ 25,288 $ 5,232 Western Region — 189 Other 377 98 Total $ 25,665 $ 5,519 Purchase of other intangible assets Eastern Region $ — $ 20 Other 4,826 185 Total $ 4,826 $ 205 As of December 31, As of December 31, 2025 2024 Assets Eastern Region $ 225,124 $ 212,007 Western Region 8,454 40,124 Other 22,408 18,912 Total $ 255,986 $ 271,043 Major Customers Major customers are defined as customers that each individually accounted for greater than 10% of the Company’s annual revenues. For the years ended December 31, 2025 and 2024, no sales were made to any one customer that represented in excess of 10% of the Company’s total revenues. Geographic Information As of December 31, 2025 and 2024, substantially all of the Company’s assets were located in the United States and all of the Company’s revenues were earned in the United States. Disaggregated Revenues The Company disaggregates revenues into categories that depict how the nature, amount, timing and uncertainty of the revenues and cash flows are affected by economic factors. For the years ended December 31, 2025 and 2024, the Company disaggregated its revenues as follows: Year Ended December 31, 2025 2024 Revenues, net of discounts iAnthus branded products $ 63,168 $ 84,904 Third party branded products 55,128 64,506 Wholesale/bulk/other products 25,690 18,157 Total $ 143,986 $ 167,567 Note 12 - Financial Instruments Fair values have been determined for measurement and/or disclosure purposes based on the following methods. The Company characterizes inputs used in determining fair value using a hierarchy that prioritizes inputs depending on the degree to which they are observable. The levels of the fair value hierarchy are as follows: •Level 1 – fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities; •Level 2 – fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and •Level 3 – fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs). The carrying values of cash, receivables, payables and accrued liabilities approximate their fair values because of the short- term nature of these financial instruments. Balances due to and due from related parties have no terms and are payable on demand, thus are also considered current and short-term in nature, hence carrying value approximates fair value. The component of the Company’s long-term debt attributed to the host liability is recorded at amortized cost. Investments in debt instruments that are held to maturity are also recorded at amortized cost. The following table summarizes the fair value hierarchy for the Company’s financial assets and financial liabilities that are re-measured at their fair values periodically: As of December 31, 2025 As of December 31, 2024 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Financial assets Long term investments $ 2 $ — $ 840 $ 842 $ 10 $ — $ 853 $ 863 Financial liabilities Contingent consideration payable $ — $ — $ 3,407 $ 3,407 $ — $ — $ 3,127 $ 3,127 There were no transfers or change in valuation method between Level 1, Level 2, and Level 3 within the fair value hierarchy during the years ended December 31, 2025 and 2024. Financial Assets The Company’s investment in 4 Front Venture Corp. as of December 31, 2025 and 2024, is considered to be a Level 1 instrument because it is comprised of shares of a public company, and there is an active market for the shares and observable market data, or inputs are now available. Level 1 investments are comprised of equity investments which are re-measured at fair value using quoted market prices. Level 3 investments are comprised of two investments made by the Company in which it holds an equity interest. These two investments are in The Pharm Stand, LLC and Island Thyme, LLC. There have been no changes to Level 3 investments between December 31, 2025 and 2024. The Company exercises significant influence for one of these investments and therefore records this investment under the equity method. The investment was initially recognized at cost and the Company recognizes its proportionate share of earnings and losses from the investment each reporting period.The following table summarizes the changes in Level 1 and Level 3 financial assets: Financial Assets 4Front Venture Corp. The Pharm Stand, LLC Island Thyme, LLC Balance as of December 31, 2023 $ 56 — $ 679 Additions — 125 260 Revaluations (46 ) — — Loss on equity method investments — — (211 ) Balance as of December 31, 2024 $ 10 $ 125 $ 728 Additions — — — Revaluations (8 ) — — Loss on equity method investments — — (13 ) Balance as of December 31, 2025 $ 2 $ 125 $ 715 The Company’s financial and non-financial assets such as prepayments, other assets including equity accounted investments, property, plant and equipment, and intangibles, are measured at fair value when there is an indicator of impairment and are recorded at fair value only when an impairment charge is recognized. Financial Liabilities The following table summarizes the changes in the Company's Level 3 financial liabilities: Financial Liabilities Contingent Consideration Payable Balance as of December 31, 2024 $ 3,127 Consideration paid — Revaluations 280 Balance as of December 31, 2025 $ 3,407 As of December 31, 2025, the current portion of the contingent consideration payable is $1.1 million and is presented within accrued and other current liabilities on the consolidated balance sheets.The Company’s contingent consideration payable relates to the additional Earn-Out to be paid as part of the Cheetah Acquisition and is categorized as a Level 3 financial instrument within the fair value hierarchy, as specific valuation techniques using unobservable inputs is required. The Company is using a probability-weighted average scenario approach in assigning probabilities across multiple outcomes of the potential EBITDA earned from Cheetah which forms the basis of the Earn-Out. These assumptions include financial forecasts, discount rates, and growth expectations. As of December 31, 2025, the discount rate applied was the Company's incremental borrowing rate of 13.9% and growth expectations on potential EBITDA earned from Cheetah were in the range of 36% to 89% in 2026, and 0% to 20% in 2027. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s management.The following table summarizes the Company’s long-term debt instruments (Refer to Note 9) at their carrying value and fair value: As of December 31, 2025 As of December 31, 2024 Carrying Value Fair Value Carrying Value Fair Value June Unsecured Debentures $ 24,855 $ 23,831 $ 21,750 $ 20,142 June Secured Debentures 160,772 154,569 144,913 134,096 Secured Notes 8,359 8,089 14,968 15,223 Other — — 696 687 Total $ 193,986 $ 186,489 $ 182,327 $ 170,148 Note 13 - Commitments In the ordinary course of business, the Company enters into contractual agreements with third parties that include non-cancelable payment obligations, for which it is liable in future periods. These arrangements can include terms binding the Company to minimum payments and/or penalties if it terminates the agreement for any reason other than an event of default as described in the agreement. The following table summarizes the Company’s contractual obligations and commitments as of December 31, 2025: 2026 2027 2028 2029 2030 Operating leases $ 7,195 $ 6,849 $ 6,883 $ 6,668 $ 5,987 Service and other contracts 1,986 148 162 — — Long-term debt — 226,338 — 97 111 Contingent consideration payable from Cheetah Acquisition 1,087 2,319 — — — Total $ 10,268 $ 235,654 $ 7,045 $ 6,765 $ 6,098 The Company’s commitments include employees, consultants and advisors, as well as leases and construction contracts for offices, dispensaries and cultivation facilities in the U.S. and Canada. The Company has certain operating leases with renewal options extending the initial lease term for an additional one to 15 years. Sale of Certain Massachusetts AssetsOn February 9, 2024, ICH's wholly-owned subsidiary, Mayflower Medicinals Inc. ("Mayflower"), entered into an Asset Purchase Agreement (the "MA Purchase Agreement") with an unaffiliated third-party buyer (the "MA Buyer"), pursuant to which, Mayflower agreed to sell certain of its assets associated with its Holliston, Massachusetts cultivation and product manufacturing facility (the "Purchased Assets") for $3.0 million (the "Purchase Price"). The transaction closed on September 27, 2024 (the "MA Closing Date"). On the MA Closing Date, $0.5 million was paid in cash (the "Cash Closing Payment"), while the remaining $2.5 million of the Purchase Price will be paid in installments pursuant to two promissory notes (the "MA Notes") as follows: $0.5 million to be paid in equal monthly installments over eight months with interest accruing at 7% per annum, and $2.0 million to be paid in equal monthly installments over 36 months with interest accruing at 7% per annum. As security for payments under the notes, Mayflower executed a security agreement, granting it a first priority lien on the Purchased Assets. The proceeds from the Cash Closing Payment was used by the Company to satisfy certain federal tax obligations. The Company recognized a gain on disposal of $2.6 million, which was the difference between the aggregate fair value of the consideration and the carrying value of the net assets disposed as of the MA Closing Date, which was presented in "recoveries, write-downs and other charges, net" on the consolidated statements of operations for the year ended December 31, 2024. Since the MA Closing Date, the Company has not received any of the scheduled payments pursuant to the MA Notes from the MA Buyer. As a result, during the year ended December 31, 2025, the Company recorded credit loss provisions $1.8 million, which is included within "write-downs, recoveries, and other charges, net" on the consolidated statements of operations. As of December 31, 2025, the MA Notes, net of credit loss provisions is $0.5 million (December 31, 2024 - $2.3 million), which is the portion of the MA Notes that is secured for repayment via a pledge, under a guarantor's agreement executed by the parties.Divesture of Nevada BusinessOn February 23, 2024, the Company's wholly-owned subsidiary, GreenMart of Nevada NLV, LLC ("GMNV") entered into an Asset Purchase Agreement (the "NV Purchase Agreement") with an unaffiliated, third-party buyer (the "NV Buyer"), pursuant to which, GMNV agreed to sell substantially all of the assets of GMNV to the NV Buyer, including GMNV's co-located medical and adult-use cultivation and production facility in North Las Vegas, Nevada, its adult-use dispensary in Las Vegas, Nevada, and its two conditional adult-use dispensary licenses to be located in Henderson and Reno, Nevada (the "Business"). After closing adjustments, the aggregate proceeds to be received from the sale are $5.9 million (the "Purchase Price"). Of the total Purchase Price, $3.5 million was paid in cash at the closing of the NV Purchase Agreement ("NV Closing") and the remaining balance of the Purchase Price is to be paid on a quarterly basis, beginning six months after the NV Closing, over 36 months with interest accruing at 8% per annum. On February 23, 2024, GMNV also entered into a Management Agreement (the "NV Management Agreement"), pursuant to which, the NV Buyer's affiliated entity (the "Manager"), will assume full operational and managerial control of the Business, which was approved by the NV CCB and became effective as of June 24, 2024 (the “NV Management Agreement Effective Date”). As of the NV Management Agreement Effective Date, all operational control of GMNV was transferred to the Manager and the Company determined that it no longer had a controlling financial interest as of the NV Management Agreement Effective Date. The Company recognized an initial gain of $2.1 million, which was the carrying value of the net liabilities disposed from deconsolidation on the NV Management Agreement Effective Date, which was presented in "interest and other income" on the consolidated statements of operations for the year ended December 31, 2024. The NV Closing was subject to, among other customary conditions, receipt of approval of the Nevada Cannabis Compliance Board (the "NV CCB"). On March 20, 2025, the Company received approval from the NV CCB for the NV Purchase Agreement and transfer of the licenses to the NV Buyer. The effective closing date of the NV Closing is March 31, 2025 (the "NV Closing Date"). On the NV Closing Date, the Company received $3.5 million in cash of the Purchase Price, while the remainder is paid through quarterly repayments by way of a promissory note (the "NV Note") issued by the NV Buyer, in respect of which quarterly repayments commenced in September 2025. Accordingly, the Company recognized a gain of $5.7 million, which is the aggregate fair value of the consideration to be received from the Buyer, which is presented in "interest and other income" on the consolidated statements of operations for the year ended December 31, 2025. As of December 31, 2025, the balance outstanding on the NV Note including accrued interest was $2.2 million, of which, $1.1 million is classified within "other current assets" on the consolidated balance sheets. Sale of Certain Arizona AssetsOn February 6, 2025, the Company entered into definitive agreements (the "AZ Purchase Agreements") with an unaffiliated third-party buyer (the "AZ Buyer"), pursuant to which the Company agreed to sell three dispensaries and two processing/cultivation facilities in Arizona for aggregate consideration of approximately $36.5 million (the "AZ Transaction"). The AZ Transaction includes two dispensaries, a processing facility and a cultivation/processing facility located in Mesa, Arizona as well as one dispensary located in Phoenix, Arizona (collectively, the "Facilities"). Following the closing of the AZ Transaction, the Company will continue to operate one dispensary in Mesa, Arizona. Pursuant to the AZ Purchase Agreements, the Company agreed to sell and the AZ Buyer agreed to acquire, substantially all of the assets related to or used in connection with the Facilities, including, but not limited to, all cannabis licenses associated with such businesses and related real property (collectively, the "AZ Purchased Assets"), together with certain assumed liabilities related to the AZ Purchased Assets. The closing of the Transaction is subject to customary conditions precedent, including the receipt of applicable consents and regulatory approvals. The purchase price for the AZ Purchased Assets is approximately $36.5 million and will consist of approximately $20 million of cash payable at closing, subject to certain adjustments, and a secured promissory note to be issued by the AZ Buyer in the principal amount of $16.5 million (the "AZ Note"). The AZ Note will bear interest at a rate of six percent per annum compounded annually, with a term of 66 months. The AZ Transaction closed on February 14, 2025, with an effective closing date of February 10, 2025, which is the date the AZ Buyer assumed the financial benefit and risk relating to the AZ Purchased Assets. At this time, the Company received cash net of closing adjustments of $15.8 million and recognized the fair value of consideration receivable under the AZ Note of $13.5 million. Accordingly, the Company recognized a gain on deconsolidation of $6.3 million, which was difference between the aggregate fair value of the consideration and the carrying value of the net assets disposed from deconsolidation, which is presented in "interest and other income" on the consolidated statements of operations for the year ended December, 2025. On August 29, 2025 (the "AZ Note Closing Date"), the Company entered into a Promissory Note Purchase Agreement (“AZ Note Purchase Agreement”) with an unaffiliated third-party buyer (the “AZ Note Purchaser”) for the sale of the AZ Note. Pursuant to the AZ Note Purchase Agreement and as of the AZ Note Closing Date, the Company agreed to sell, assign, and transfer to the AZ Note Purchaser all its right, title, and interest in the AZ Note and related security documents (collectively, the “AZ Note Assets”). The aggregate consideration for the AZ Note Assets is $11.3 million, which is payable as follows: (i) $10.1 million in cash on the AZ Note Closing Date, subject to certain adjustments for transaction costs, and (ii) $1.2 million to be held in an escrow account to meet any shortfall amounts as contained in the AZ Note Purchase Agreement, with any outstanding balance in the escrow account to be transferred to the Company on the first anniversary of the AZ Note Closing Date. Prior to the sale of the AZ Note, the balance including accrued interest on the AZ Note was $12.7 million. Following the AZ Note Closing Date, the Company recognized a loss of $1.4 million, which was the difference between the aggregate fair value of the consideration and the carrying value of the AZ Note, which is presented in "interest and other income" on the consolidated statements of operations for the year ended December 31, 2025. Note 14 - Contingencies and Guarantees The Company is involved in lawsuits, claims, and proceedings, including those identified below, which arise in the ordinary course of business. In accordance with the FASB ASC Topic 450 Contingencies, the Company will make a provision for a liability when it is both probable that a loss has been incurred and the amount of the loss can be reasonably estimated. The Company believes it has adequate provisions for any such matters. The Company reviews these provisions in conjunction with any related provisions on assets related to the claims at least quarterly and adjusts these provisions to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel and other pertinent information related to the case. Should developments in any of these matters outlined below cause a change in the Company’s determination as to an unfavorable outcome and result in the need to recognize a material provision, or, should any of these matters result in a final adverse judgment or be settled for significant amounts, they could have a material adverse effect on the Company’s results of operations, cash flows, and financial position in the period or periods in which such a change in determination, settlement or judgment occurs. The Company expenses legal costs relating to its lawsuits, claims and proceedings as incurred. The Company has been named as a defendant in several legal actions and is subject to various risks and contingencies arising in the normal course of business. Based on consultation with counsel, management and legal counsel is of the opinion that the outcome of these uncertainties will not have a material adverse effect on the Company’s financial position. The events that allegedly gave rise to the following claims occurred prior to the Company’s closing of the MPX Acquisition in February 2019 are as follows: On May 29, 2019, Walmer Capital Limited (“Walmer”) and Island Investments Holdings Limited (“Island”) filed a statement of claim in the Ontario Superior Court of Justice against MPX Bioceutical ULC (“MPX ULC”). The claim arose from the debentures (the “MPX Debentures”) issued by MPX Bioceutical Corporation (“MPX Corporation”) in May 2018, the majority of which debentures were redeemed on April 24, 2019 by MPX ULC, a wholly-owned subsidiary of the Company and the successor entity to MPX Corporation following the MPX Acquisition. MPX ULC withheld the redemption of approximately $1.3 million of the original subscription amount of the MPX Debentures as MPX ULC was unable to confirm valid payment of such debentures (the “Disputed Debentures”). The plaintiffs’ statement of claim alleged that the plaintiffs were entitled to the Disputed Debentures and sought immediate conversion of such debentures into the Company’s common shares. In addition, the plaintiffs sought damages including, but not limited to, for breach of the Disputed Debentures and related indenture in the amount of $111.0 million and breach of a security subordination agreement in the amount of $3.5 million. On July 2, 2019, Walmer, Island, Walmer’s principal, Alastair Crawford (“Crawford”), Broughton Limited (“Broughton”) and Puddles 8 Limited (“Puddles”) filed a petition in British Columbia against the Company and its then directors based on the same facts as alleged in the statement of claim filed by Walmer and Island in the Ontario Superior Court of Justice and seeking a declaration that the respondents engaged in oppressive or unfairly prejudicial conduct and resulting damages. In September 2019, the parties to the Ontario action and the British Columbia petition agreed to consolidate the two proceedings into one action that addresses all issues in the British Columbia petition and agreed to discontinue the separate proceedings. On August 23, 2019, Walmer, Island, Crawford, Broughton and Puddles filed a notice of civil claim in the Supreme Court of British Columbia against MPX ULC, the Company and its then directors consolidating the allegations made in the previously commenced Ontario action and British Columbia petition and seeking, among other things: (i) a mandatory order compelling MPX ULC and the Company to convert the Disputed Debentures into common shares of the Company; (ii) damages for breach of the Disputed Debentures (and indentures) and breach of fiduciary obligations in the amount of $111.0 million; (iii) damages for breach of a security subordination agreement in the amount of $3.5 million; (iv) damages for breach of a consultancy agreement in the approximate amount of $0.4 million plus approximately $0.2 million plus certain warrants; and (v) damages for breach of the duty of good faith in the amount of $1.0 million. On October 31, 2019, the Company and MPX ULC served the plaintiffs with a response and counterclaim. On December 3, 2019, the plaintiffs served (i) a notice of application seeking an order to strike the Company’s and MPX ULC’s counterclaim against Timothy Childs, Island’s principal, in his personal capacity, on the basis that it alleges no cause of action against him and (ii) a notice of application for summary judgment. On February 11, 2020, the Company’s directors filed a defense to the plaintiffs’ claim with the Supreme Court of British Columbia. On August 22, 2023, Walmer, Island, Broughton, Crawford and Puddles filed a Notice of Intention to Proceed with their claim. On June 4, 2025, the plaintiffs filed an Amended Notice of Civil Claim (the "Amended Claim"), which, among other things, revised the relief sought by the plaintiffs. Pursuant to the Amended Claim, the plaintiffs are seeking: (i) damages for failure to pay the Disputed Debentures in the amount of $1.8 million plus bonus and interest; (ii) damages for breach of a consultancy agreement in amount of $0.4 million plus approximately $0.2 million; and (iii) damages for breach of the duty of good faith owed to the plaintiffs in the amount of $1.0 million. The Company and MPX ULC filed its response and counterclaim on July 4, 2025.In addition, the Company is currently reviewing the following matters with legal counsel and has not yet determined the range of potential losses: In October 2018, Craig Roberts and Beverly Roberts (the “Roberts”) and the Gary W. Roberts Irrevocable Trust Agreement I, Gary W. Roberts Irrevocable Trust Agreement II, and Gary W. Roberts Irrevocable Trust Agreement III (the “Roberts Trust” and together with the Roberts, the “Roberts Plaintiffs”) filed two separate but similar declaratory judgment actions in the Circuit Court of Palm Beach County, Florida against GrowHealthy Holdings, LLC (“GrowHealthy Holdings”) and the Company in connection with the acquisition of substantially all of GrowHealthy Holdings’ assets by the Company in early 2018. The Roberts Plaintiffs sought a declaration that the Company must deliver certain share certificates to the Roberts without requiring them to deliver a signed Shareholder Representative Agreement to GrowHealthy Holdings, which delivery was a condition precedent to receiving the Company share certificates and required by the acquisition agreements between GrowHealthy Holdings and the Company. In January 2019, the Circuit Court of Palm Beach County denied the Roberts Plaintiffs’ motion for injunctive relief, and the Roberts Plaintiffs signed and delivered the Shareholder Representative Agreement forms to GrowHealthy Holdings while reserving their rights to continue challenging the validity and enforceability of the Shareholder Representative Agreement. The Roberts Plaintiffs thereafter amended their complaints to seek monetary damages in the aggregate amount of $22.0 million plus treble damages. On May 21, 2019, the court issued an interlocutory order directing the Company to deliver the share certificates to the Roberts Plaintiffs, which the Company delivered on June 17, 2019, in accordance with the court’s order. On December 19, 2019, the Company appealed the court’s order directing delivery of the share certificates to the Florida Fourth District Court of Appeal, which appeal was denied per curiam. On October 21, 2019, the Roberts Plaintiffs were granted leave by the Circuit Court of Palm Beach County to amend their complaints in order to add purported claims for civil theft and punitive damages, and on November 22, 2019, the Company moved to dismiss the Roberts Plaintiffs’ amended complaints. On May 1, 2020, the Circuit Court of Palm Beach County heard arguments on the motions to dismiss, and on June 11, 2020, the court issued a written order granting in part and denying in part the Company’s motion to dismiss. Specifically, the order denied the Company’s motion to dismiss for lack of jurisdiction and improper venue; however, the court granted the Company’s motion to dismiss the Roberts Plaintiffs’ claims for specific performance, conversion and civil theft without prejudice. With respect to the claim for conversion and civil theft, the Circuit Court of Palm Beach County provided the Roberts Plaintiffs with leave to amend their respective complaints. On July 10, 2020, the Roberts Plaintiffs filed further amended complaints in each action against the Company including claims for conversion, breach of contract and civil theft including damages in the aggregate amount of $22.0 million plus treble damages, and on August 13, 2020, the Company filed a consolidated motion to dismiss such amended complaints. On October 26, 2020, Circuit Court of Palm Beach County heard argument on the consolidated motion to dismiss, denied the motion and entered an order to that effect on October 28, 2020. Answers on both actions were filed on November 20, 2020 and the parties commenced discovery. On September 9, 2021, the Roberts Plaintiffs filed a motion to consolidate the two separate actions, which motion was granted on October 14, 2021. On August 6, 2020, the Roberts filed a lawsuit against Randy Maslow, the Company’s now former Interim Chief Executive Officer, President, and director, in his individual capacity (the “Maslow Complaint”), alleging a single count of purported conversion. The Maslow Complaint was not served on Randy Maslow until November 25, 2021, and the allegations in the Maslow Complaint are substantially similar to those allegations for purported conversion in the complaints filed against the Company. On March 28, 2022, the court consolidated the action filed against Randy Maslow with the Roberts Plaintiffs’ action for discovery and trial purposes. As a result, the court vacated the matter’s initial trial date of May 9, 2022 and the case has not been reset for trial yet. On April 22, 2022, the parties attended a court required mediation, which was unsuccessful. On May 6, 2022, the Circuit Court of Palm Beach County granted Randy Maslow’s motion to dismiss the Maslow Complaint. On May 19, 2022, the Roberts filed a second amended complaint against Mr. Maslow (“Amended Maslow Complaint”). On June 3, 2022, Mr. Maslow filed a motion to dismiss the Amended Maslow Complaint, which was denied on September 9, 2022. On April 12, 2023, the Circuit Court of Palm Beach County set this matter for a jury trial to occur sometime between June 5, 2023 and August 11, 2023; however, the court rescheduled the jury trial and did not set a new trial date. On April 14, 2023, the Roberts Plaintiffs filed a partial Motion for Summary Judgment on liability for the Roberts Plaintiffs' claims for breach of contract and the Company filed a competing Motion for Summary Judgment on all claims against the Company. On April 21, 2023, Mr. Maslow also filed a Motion for Summary Judgment. All of the motions remain pending. On February 27, 2024, the Roberts Plaintiffs filed a Notice for Jury Trial with the Circuit Court of Palm Beach County, notifying the court that the matter was ready to be set for trial. On April 19, 2024, the Roberts Plaintiffs filed a Motion for Speedy Trial due to the ages and health of the Roberts Plaintiffs. On May 14, 2024, the court issued a scheduling order that, among other things, set this matter for a jury trial to occur sometime between October 21, 2024 and December 27, 2024; however, due to competing schedules of the parties, the court elected to specially set the trial. On October 15, 2024, the court issued an order specially setting the trial to begin on January 14, 2025; however, the court has vacated this trial date. On December 13, 2024, the court denied each of the parties' respective Motions for Summary Judgment. Further, the parties have been ordered by the court to attend mediation, which occurred on March 7, 2025 and was ultimately unsuccessful. On March 21, 2025, the court issued an order specially setting the trial to begin on April 8, 2025 and on the same day, the Company filed an objection to the order on the basis that that it was not timely issued. Also on March 21, 2025, the court scheduled a case management conference for March 28, 2025 and referred this matter to non-binding arbitration beginning on April 8, 2025. The parties attended non-binding arbitration on April 15, 2025, the results of which are confidential. On March 31, 2025, the court issued an order specially setting the trial to begin on June 17, 2025. On June 15, 2025, the parties executed a settlement agreement (the "Roberts Settlement Agreement"), pursuant to which, the Company agreed to pay the Roberts Plaintiffs a total sum of $5.5 million, payable as follows: (i) $1,250,000 within five (5) business days of executing the Roberts Settlement Agreement; (ii) $150,000 on January 5, 2026; and (iii) starting January 5, 2026, $4.1 million in equal monthly installments over thirty-six (36) months, bearing simple interest rate of 6% per year. On June 16, 2025, the parties filed a Joint Stipulation to Dismiss this matter with prejudice, which was approved by the court on June 17, 2025.On July 23, 2020, Blue Sky Realty Corporation filed a putative class action against the Company and the Company’s former Chief Financial Officer in the Ontario Superior Court of Justice (“OSCJ”) in Toronto, Ontario. On September 27, 2021, the OSCJ granted leave for the plaintiff to amend its claim (“Amended Claim”). In the Amended Claim, the plaintiff seeks to certify the proposed class action on behalf of two classes. “Class A” consists of all persons, other than any executive level employee of the Company and their immediate families (“Excluded Persons”), who acquired the Company’s common shares in the secondary market on or after April 12, 2019, and who held some or all of those securities until after the close of trading on April 5, 2020. “Class B” consists of all persons, other than Excluded Persons, who acquired the Company’s common shares prior to April 12, 2019, and who held some or all of those securities until after the close of trading on April 5, 2020. Among other things, the plaintiff alleges statutory and common law misrepresentation, and seeks an unspecified amount of damages together with interest and costs. The plaintiff also alleges common law oppression for releasing certain statements allegedly containing misrepresentations inducing Class B members to hold the Company’s securities beyond April 5, 2020. No certification motion has been scheduled. The Amended Claim also changed the named plaintiff from Blue Sky Realty Corporation to Timothy Kwong. The hearing date for the motion for leave to proceed with a secondary market claim under the Securities Act (Ontario) has been vacated. The parties have reached a settlement in principle, and November 16, 2023, the OSCJ certified the class for settlement purposes only. On February 20, 2024, the OSCJ held the settlement approval hearing and on March 8, 2024, issued its decision rejecting the proposed settlement. On August 19, 2021, Arvin Saloum (“Saloum”), a former consultant of the Company, filed a Demand for Arbitration with the American Arbitration Association (the “Arbitration Action”) against The Healing Center Wellness Center, Inc. (“THCWC”) and iAnthus Arizona, LLC (“iA AZ”), claiming a breach of a Consulting and Joint Venture Agreement (the “JV Agreement”) for unpaid consulting fees allegedly owed to Saloum under the JV Agreement. Saloum is claiming damages between $1.0 million and $10.0 million. On September 7, 2021, THCWC and iA AZ filed Objections and Answering Statement to Saloum’s Demand for Arbitration. On November 18, 2021, THCWC and iA AZ filed a Complaint for Declaratory Judgment (“Declaratory Judgment Complaint”) with the Arizona Superior Court, Maricopa County (“Arizona Superior Court”), seeking declarations that: (i) the JV Agreement is void, against public policy and terminable at will; (ii) the JV Agreement is unenforceable and not binding; and (iii) the JV Agreement only applies to sales under the Arizona Medical Marijuana Act. On January 21, 2022, Saloum filed an Answer with Counterclaims in response to the Declaratory Judgment Complaint. The Declaratory Judgment Complaint remains pending before the Arizona Superior Court. The Arbitration Action is stayed, pending resolution of the Declaratory Judgment Complaint. On April 25, 2023, the parties attended a mediation, which was unsuccessful. The parties are currently engaging in discovery. On March 23, 2026, Saloum filed a Partial Motion for Summary Judgment, seeking a declaration that the JV Agreement is binding upon THCWC, iA AZ and the Company (collectively, the "iAnthus Parties") because: (i) the iAnthus Parties ratified the JV Agreement by making payments to Saloum; (ii) the iAnthus Parties assumed the obligations under the JV Agreement in connection with the MPX Acquisition; (iii) the MPX Acquisition was a de-facto merger, meaning MPX Corporation's obligations became the iAnthus Parties'; and (iv) the iAnthus Parties are stopped from denying the enforceability of the JV Agreement because Saloum relied upon the iAnthus Parties' performance. The iAnthus Parties’ response is due on April 23, 2026.On May 23, 2022, CGX Life Sciences, Inc. (“CGX”), a wholly-owned subsidiary of the Company, filed a demand for arbitration (the “CGX Arbitration”) with the American Arbitration Association (“AAA”) against LMS Wellness, Benefit LLC (“LMS”) and its 100% owner, William Huber (“Huber” and together with LMS, the “Defendants”) for various breaches under the option agreements entered into between CGX and LMS, on the one hand, and CGX and Huber on the other (collectively, the “Option Agreements”). Specifically, CGX is seeking: (i) an order finding the Defendants in breach of the Option Agreements and directing specific performance by the Defendants of their obligations under the Option Agreements to complete the sale and transfer of LMS to CGX; (ii) an order either tolling or extending the closing date under the Option Agreements; (ii) an order requiring Huber to restore LMS’ bank account of all sums withdrawn for the payment of contracts entered into in breach of the Option Agreements; and (iii) an order prohibiting Huber from withdrawing any further funds from LMS’ bank account. On June 8, 2022, the Defendants filed an Answering Statement, denying the allegations raised by CGX and sent a notice to CGX, purporting to terminate the Option Agreements. In addition, on June 8, 2022, LMS filed a demand for arbitration (the “S8 Arbitration”) with the AAA against S8 Management, LLC (“S8”), alleging that S8 breached the Amended and Restated Management Services Agreement (the “MSA”) entered into between LMS and S8 on March 12, 2018. On June 24, 2022, the Defendants filed Motion to Consolidate the CGX Arbitration and S8 Arbitration. On July 5, 2022, CGX filed an opposition to the Defendants’ Motion to Consolidate and a cross-Motion to Stay the S8 Arbitration to allow the CGX Arbitration to proceed first. On July 26, 2022, the parties attended a preliminary conference with the arbitrator, at which conference the arbitrator preliminarily granted the Defendants’ Motion to Consolidate and denied CGX’s cross-Motion to Stay the S8 Arbitration. On October 7, 2022, CGX filed a dispositive motion for specific performance of Defendants’ obligations to complete the sale of LMS to CGX (claims (i) and (ii), above), which Defendants opposed. On October 31, 2022, the arbitrator granted CGX’s dispositive motion and ordered Defendants to complete the sale of LMS to CGX. The remaining claims asserted in the CGX Arbitration (claims (iii) and (iv), above) and the S8 Arbitration remain pending. On November 30, 2022, Defendants filed a Petition to Vacate Arbitration Award. CGX’s filed its response on January 30, 2023, and subsequently the Defendants filed a Request for Hearing on February 3, 2023. The Circuit Court for Baltimore County had a hearing on the Petition to Vacate Arbitration Award on February 21, 2024, and on March 4, 2024, the Circuit Court for Baltimore County denied Defendants' Petition to Vacate Arbitration Award. On April 8, 2024, the Defendants submitted the required ownership transfer paperwork to the Maryland Cannabis Administration (the "MCA") to request approval of the transfer of ownership of LMS to CGX following the denial of the Defendants' Petition to Vacate Arbitration Award. Also on April 8, 2024, the Defendants requested that the MCA either deny the ownership transfer of LMS to CGX, or delay their consideration of the request until the S8 Arbitration is complete. On April 22, 2024, the MCA notified the parties that it will wait to consider the request to transfer ownership of LMS to CGX until the S8 Arbitration is complete. Beginning on July 15, 2024, the parties attended a hearing regarding claims (iii) and (iv) in the CGX Arbitration and the claims in the S8 Arbitration. The parties filed post-hearing briefs on August 27, 2024 and oral argument regarding the post-hearing briefs was held on September 16, 2024. On September 24, 2024, the arbitrator issued his final award, in which he denied the claims of all parties in the CGX Arbitration and S8 Arbitration. Upon completion of the CGX Arbitration and S8 Arbitration, CGX continued to pursue regulatory approval of the transfer of ownership of LMS to CGX from the MCA. On March 4, 2025, the MCA approved the transfer of 100% of the ownership of LMS to CGX.Pursuant to the terms of the Option Agreements, LMS and Huber are required to close the transaction and transfer 100% of the membership interests of LMS to CGX within two (2) business days of receipt of the MCA's approval, as that was the final closing condition to be satisfied. Accordingly, CGX demanded that LMS and Huber close no later than March 7, 2025. LMS and Huber failed to close and on March 10, 2025, CGX filed a Motion to Enforce Judgment to mandate that LMS and Huber transfer ownership of LMS to CGX, among other things. LMS and Huber have not responded to CGX's motion yet. On March 7, 2025, LMS filed an action in the Circuit Court for Anne Arundel County, seeking a writ of mandamus, temporary restraining order and preliminary injunction against the MCA on the basis that the MCA violated the law by issuing its March 4, 2025 approval regarding the transfer of 100% of the ownership of LMS to CGX. Specifically, LMS is seeking an order that the MCA be compelled to rescind its approval because ownership of LMS's license cannot be transferred for five (5) years, or until July 1, 2028, because LMS converted its medical-only license to a dual license on July 1, 2023. On March 12, 2025, the MCA filed its opposition to LMS, arguing, among other things, that the court order exception to the 5-year restriction on transfers applies. Also on March 12, 2025, CGX intervened and filed an opposition to LMS, incorporating the MCA's opposition. On March 14, 2025, the parties attended a court conference and the court denied LMS's motion for a temporary restraining order. On April 18, 2025, the court granted CGX’s Motion to Enforce Judgment and ordered LMS and Huber to close the transaction and transfer 100% of the membership interests of LMS to CGX no later than April 21, 2025. On April 21, 2025, LMS complied with the court’s order and CGX now owns 100% of LMS. As a result, this matter is now resolved.On June 20, 2023, LMS filed a complaint in the United States District Court for the District of Maryland against the Company and three wholly-owned subsidiaries of the Company (the "iAnthus Defendants"), alleging conversion, RICO violations and unjust enrichment and seeking damages in excess of $4.5 million, plus treble damages (the "Federal Complaint"). The allegations in the Federal Complaint appear substantially similar to, and appear to arise from substantially the same operative facts as, those alleged by LMS in the CGX Arbitration, the S8 Arbitration, and in support of the Defendants' Petition to Vacate Arbitration Award. The iAnthus Defendants deny LMS’s allegations alleging unlawful conduct. The iAnthus Defendants filed a Motion to Dismiss (Or Stay the Proceedings) the Federal Complaint on September 11, 2023. On March 12, 2024, the Court granted the iAnthus Defendants' motion and administratively stayed the Federal Complaint pending the outcome of the CGX Arbitration and the S8 Arbitration. On November 1, 2024, LMS filed a voluntary notice of dismissal, dismissing the Federal Complaint. On November 4, 2024, the court ordered that LMS’s notice of dismissal be adopted and further ordered that the Federal Complaint be dismissed.On June 20, 2022, Michael Weisser (“Weisser”) commenced a petition (the “Petition”) in the Supreme Court of British Columbia (the “Court”) against the Company and the Company’s former board of directors. In the Petition, Weisser sought: (i) a declaration that the affairs of Company and its then-board of directors were being conducted or have been conducted in a manner that is oppressive and/or prejudicial to Weisser; (ii) an order that Weisser is entitled to call and hold the Company’s annual general meeting for 2020 ( “2020 AGM”) on or before June 30, 2022 or a date set by the Court as soon as reasonably possible; (iii) alternatively, an order that the Company hold the 2020 AGM on or before June 30, 2022 or a date set by the Court as soon as reasonably possible; (iv) an order that the Company set the record date for the 2020 AGM; (v) an order that Weisser is entitled to appoint a chair for the 2020 AGM, or that the Court appoint an independent chair for the 2020 AGM; and (vi) an order that the Company be required to provide Weisser with an opportunity to review all votes and proxies submitted in respect of the 2020 AGM, no later than 24 hours in advance of the 2020 AGM. On June 22, 2022, Weisser was granted a short leave by the Court which permitted a return date for the Petition of June 28, 2022. On June 24 2022, the Company closed the Recapitalization Transaction and the Company noticed the 2020 AGM, the annual general meeting for 2021 (“2021 AGM”) and the annual general meeting for 2022 (the “2022 AGM” and together with the 2020 AGM and 2021 AGM, the “AGMs”). As a result, Weisser’s Petition was rendered moot. On November 14, 2022, Weisser filed an application (the “Application”) in the Petition proceeding, seeking to add the Secured Lenders and Consenting Unsecured Lenders as respondents to the Petition and to amend the Petition. Specifically, Weisser is seeking to amend the Petition to request: (i) a declaration that the affairs of the Secured Lenders, Consenting Unsecured Lenders, the Company and the powers of its then-directors have been and are continuing to be conducted in a manner that is oppressive and/or prejudicial to Weisser; (ii) an order setting aside and/or unwinding the closing of the Recapitalization Transaction; (iii) an order setting aside the results of the Company’s annual general meeting held August 11, 2022; (iv) an order that the 2020 AGM be held by December 31, 2022; (v) an order that the Company set the record date for the 2020 AGM to hold the meeting by December 31, 2022; (vi) an order that for purposes of voting at the 2020 AGM, the shareholdings of the Company be those shareholdings that existed prior to the closing of the Recapitalization Transaction; (vii) an order that Weisser is entitled to appoint a chair for the 2020 AGM, or that the Court appoint an independent chair for the 2020 AGM; (viii) an order that the Company be required to provide Weisser with an opportunity to review all votes and proxies submitted in respect of the 2020 AGM, no later than 24 hours in advance of the 2020 AGM; and (ix) an order that pending the 2020 AGM, the Company’s current board of directors be replaced by an interim slate of directors to be nominated by Weisser. On May 2, 2023, ICH and its former directors filed their response to the Petition, opposing all orders sought by Weisser, in part, as the Petition is barred by the releases in the Plan of Arrangement and constitutes a collateral attack on Justice Gomery's order approving the Plan. Weisser has not requested a hearing date on the Petition yet. On April 5, 2023, Canaccord Genuity Corp. ("Canaccord") filed a Statement of Claim against the Company in the OSCJ pursuant to an engagement letter (as amended, the "Engagement Letter") entered into by and between Canaccord and the Company. Specifically, Canaccord alleges that it is owed a cash fee equal to approximately $2.2 million(the "Alleged Fee") pursuant to the Engagement Letter as a result of the closing of the Recapitalization Transaction. The Company filed its Statement of Defense on May 17, 2023 in which, the Company disputes that it owes the Alleged Fee on the basis that the Recapitalization Transaction closed outside of the tail period of the Engagement Letter, which expired on November 4, 2021. The Company also filed a counterclaim against Canaccord, seeking the repayment of $0.3 million payment mistakenly made by the Company towards the Alleged Fee in October 2022. On November 3, 2023, Canaccord filed a Motion for Summary Judgment, requesting that the court grant Canaccord's claim for the Alleged Fee. The hearing on Canaccord's Motion for Summary Judgment was held on June 26, 2025. On August 8, 2025, the parties executed a settlement agreement, pursuant to which, the Company agreed to pay Canaccord a total sum of $2.0 million, payable as follows: (i) $0.3 million by August 20, 2025; and (ii) $1.7 million in 24 equal monthly installments, beginning on September 19, 2025.Note 15 - Related Party Transactions December 31, December 31, 2025 2024 Financial Statement Line Item Long-term debt, net of issuance costs (1) 188,088 177,925 Accrued and other current liabilities 4,032 9,461 Total $ 192,120 $ 187,386 (1)Upon the closing of the Recapitalization Transaction, certain of the Company’s lenders held greater than 5.0% of the voting interests in the Company and therefore are classified as related parties. Refer to Note 9 for further discussion. Pursuant to the terms of the Secured DPA, the Company has a related party payable of $6.3 million due to certain of the New Secured Lenders, including Gotham Green Fund 1, L.P., Gotham Green Fund 1 (Q), L.P., Gotham Green Fund II, L.P., Gotham Green Fund II (Q), L.P., Oasis Investment Master II Fund LTD., Senvest Global (KY), LP, Senvest Master Fund, LP and Hadron Healthcare and Consumer Special Opportunities Master Fund, for certain out-of-pocket costs, charges, fees, taxes and other expenses incurred by the New Secured Lenders in connection with the closing of the Recapitalization Transaction (the “Deferred Professional Fees”). These New Secured Lenders held greater than 5.0% of the outstanding common shares of the Company upon the closing of the Recapitalization Transaction and are therefore considered to be related parties. The Company had until December 31, 2022, to pay the Deferred Professional Fees ratably based on the amount of each New Secured Lender’s Deferred Professional Fees. The Deferred Professional Fees accrued simple interest at the rate of 12.0% from the Closing Date until December 31, 2022. Beginning with the first business day of the month following December 31, 2022, interest shall accrue on the Deferred Professional Fees at the rate of 20.0% calculated on a daily basis and is payable on the first business day of every month until the Deferred Professional Fees and accrued interest thereon is paid in full.On February 5, 2025, the Company entered into consent and release agreement with Secured Lenders to utilize cash proceeds upon the closing of the AZ Transaction to payments in the amount of $5.0 million towards the principal amount outstanding under the Deferred Professional Fees. In addition, the Secured Lenders agreed to reduce the outstanding amount of the Deferred Professional fees by $1.0 million and reduce interest to 8% on the remaining balance. On September 2, 2025, the Company applied cash proceeds from the sale of the AZ Note, utilizing $0.3 million toward the remaining principal and $0.9 million toward accrued interest under the Deferred Professional Fees. As of December 31, 2025, the outstanding related party portion of the Deferred Professional Fees including accrued interest was $2.2 million (December 31, 2024 – $9.2 million). The related party balance is presented in accrued and other current liabilities on the consolidated balance sheets.Pursuant to the terms of 2024 NJ Amendment, interest accruing after February 16, 2024 will be payable in cash on the last day of each fiscal quarter (the first such interest payment date being May 16, 2024). As of December 31, 2025 the outstanding related party portion of the interest payable was $0.1 million (December 31, 2024 - $0.2 million) presented in accrued and other current liabilities on the consolidated balance sheets.Note 16 - Income Taxes Income tax (benefit) expense for the years ended December 31, 2025 and 2024 consisted of the following: 2025 2024 Current income (benefit) tax expense Federal $ 16,355 $ (9,215 ) State 683 11,811 Total current income tax expense 17,038 2,596 Deferred income tax recoveries Federal — (16,053 ) State — (4,221 ) Total deferred income tax benefit — (20,274 ) Income tax (benefit) expense $ 17,038 $ (17,678 ) Income tax expense differed from the amount computed by applying the federal statutory tax rate of 21.0% for the years ended December 31, 2025 and 2024 due to the following: 2025 2024 Pretax loss at federal statutory rate $ (4,865 ) 21.0% $ (5,316 ) 21.0% State income taxes, net of federal expense (362 ) -1.6% (244 ) 1.0% Foreign income taxes (428 ) -1.8% (848 ) 3.3% Non-deductible items 328 1.4% 1,065 -4.2% True-up of income taxes payable 11,232 48.5% (6,573 ) 26.0% Uncertain tax positions 4,821 20.8% 5,363 -21.2% Other items (5,226 ) -22.6% (20 ) 0.1% Change in valuation allowance 11,538 49.8% (11,105 ) 43.9% Income tax (benefit) expense $ 17,038 73.6% $ (17,678 ) 69.8% The tax effects of temporary differences that give rise to significant portions of the deferred income tax assets and liabilities as of December 31, 2025 and 2024 are presented below: 2025 2024 Deferred income tax assets: Net operating loss carryforwards $ 39,401 $ 52,183 Interest expense carryforwards 44,875 35,596 Stock based compensation 14,173 12,486 Intangible assets 5,019 6,650 Property, plant and equipment 3,126 6,696 Inventories 41 166 Other items 9,047 1,103 115,682 114,880 Valuation allowance (95,973 ) (94,151 ) Deferred income tax assets $ 19,709 $ 20,729 Deferred income tax liabilities: Intangibles resulting from acquisitions (19,709 ) (20,729 ) Deferred income tax liabilities (19,709 ) (20,729 ) Net deferred income tax liabilities $ — $ — As of December 31, 2025, the Company has Canadian non-capital loss carryforwards of $131.1 million available to offset future income which will expire in the years 2026 through 2043. As of December 31, 2025, the Company has federal net operating loss carryforwards of approximately $152.5 million with a portion that will begin to expire in the years 2035 through 2037. Additionally, the Company has net operating loss carryforwards for state purposes aggregating $142.1 million as of December 31, 2024, of which a portion will begin to expire in the years 2028 through 2043. For the year ended December 31, 2025, the Company has established a full valuation allowance based on management’s assertion that certain deferred tax assets, related to net operating loss carryforwards, are not realizable in the near future due to operating losses incurred as we continue to expand the business and Section 163(j) limitation on interest expense deductibility. In general, under Section 382 of the U.S. Internal Revenue Code of 1986, as amended, a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its pre-change net operating loss carryforwards (“NOLs”) to offset future taxable income. Similarly, where control of a corporation has been acquired by a person or group of persons, subsection 111(5) of the Income Tax Act (Canada), and equivalent provincial income tax legislation restrict the corporation’s ability to carry forward non-capital losses from preceding taxation years. The Company concluded that the Recapitalization Transaction which closed on June 24, 2022 did not qualify as an acquisition of control for Canadian tax purposes; therefore, the Company’s existing Canadian non-capital losses are unlimited and continue to have a full valuation allowance set against its deferred tax assets. The U.S. NOLs will be subject to a substantial annual limitation arising from the Company’s ownership changes. As a result, a full valuation allowance has been recorded by the Company on these deferred tax assets as well as any Section 163(j) interest limitation deduction carryforwards. The Section 382 limitation is increased by recognized built-in gain (“RBIG”) in the five-year period following the change date to the extent that the value of the loss corporation’s assets exceed the tax basis of these assets. Under the Section 338 approach, assets are treated as generating RBIG even if these assets are not disposed of during the five-year recognition period. The Company is in the process of reviewing the tax basis of their fixed assets so it can compare it to the deemed selling price under Section 382 of the code. The Company is expecting that this calculation may result in a RBIG that would increase the Section 382 limitation available over the next five years. The Company files income tax returns in Canada, Luxembourg, United States and various state and local tax jurisdictions. The Company’s income tax years open to examination are 2013 through 2020 in Canada, and 2019 through 2022 in the United States. The Company record uncertain tax position when a tax position does not meet the 50% more-likely-than-not threshold. For the years ended December 31, 2025 and December 31, 2024, there was $106.9 million and $81.4 million, respectively in unrecognized tax benefits that if recognized, would impact our effective tax rate. As the Company operates in the cannabis industry within the United States, the Company considers Internal Revenue Code (“IRC”) Section 280E which generally allows a deduction for certain expenses directly related to sales of product. Based on our legal interpretation, we have established a reserve for uncertain tax positions related to the differences that would arise under IRC Section 280E. 2025 2024 Unrecognized tax benefits: Beginning balance $ 81,371 $ — Additions for tax positions related to current year 17,392 81,371 Additions for tax positions related to prior years 8,137 — Balance as of December 31, 2025 $ 106,900 $ 81,371 Note 17 – Consolidated Statements of Cash Flows Supplemental Information (a) Cash payments made on account of: Year Ended December 31, 2025 2024 Income taxes (including interest and penalties) $ 7,669 $ 4,402 Interest 1,486 1,525 (b) Changes in other non-cash operating assets and liabilities are comprised of the following: Year Ended December 31, 2025 2024 Decrease (increase) in: Accounts receivables, net $ 4,372 $ (1,762 ) Prepaid expenses (1,345 ) (190 ) Inventories, net (4,493 ) 1,570 Other current assets (1,776 ) 1,194 Other long-term assets 1,769 (641 ) Operating leases (1,659 ) (2,196 ) (Decrease) increase in: Accounts payable 1,935 (2,003 ) Accrued and other current liabilities (2,273 ) (55,362 ) Other non-current liabilities 2,532 (518 ) Uncertain tax position liabilities 10,220 54,304 $ 9,282 $ (5,604 ) (c) Depreciation and amortization are comprised of the following: Year Ended December 31, 2025 2024 Property, plant and equipment $ 7,003 $ 8,774 Operating lease ROU assets 2,075 2,055 Intangible assets 10,212 13,907 $ 19,290 $ 24,736 (d) Write-downs, (recoveries) and other charges, net are comprised of the following: Year Ended December 31, 2025 2024 Account receivable $ 306 $ 1,181 Notes receivable 1,808 — Share issuance — 320 Operating lease ROU assets — (136 ) Intangible assets 85 — Property, plant and equipment 814 (2,601 ) $ 3,013 $ (1,236 ) (e) Significant non-cash investing and financing activities are as follows: Year Ended December 31, 2025 2024 Supplemental Cash Flow Information: Non-cash consideration for paid-in-kind interest $ 14,820 $ 13,951 Non-cash issuance of shares for the Cheetah Acquisition 1,167 — Non-cash issuance of shares from Senior Secured Bridge Notes Amendment — 1,581 Assets classified as assets held for sale — 23,572 Liabilities classified as held for sale (2,347 ) Non-cash issuance of shares for legal settlements — 355 Non-cash issuance of Senior Secured Bridge Notes — 14,345 Non-cash extinguishment of Senior Secured Bridge Notes — (15,813 ) Note 18 - Subsequent Events Legal Proceedings Please refer to Note 14 for further discussion. Extension of INJ Senior Secured Bridge NotesOn February 16, 2026, the Company entered into amending agreements (the "2026 Bridge Notes Amendment") to the senior secured bridge notes (the “Senior Secured Bridge Notes”) originally issued by INJ on February 2, 2021, with the collateral agent and certain holders of the Senior Secured Bridge Notes in the aggregate initial principal amount of $11 million and having a maturity date of February 16, 2026. Pursuant to the 2026 Bridge Notes Amendment, the maturity date of the Bridge Notes has been extended from February 16, 2026, to June 24, 2027 in consideration of an amendment fee equal to two percent (2%) of the principal amount of such Senior Secured Bridge Notes as of the date of the 2026 Bridge Notes Amendment, payable on the amended maturity date. As of February 16, 2026, the aggregate principal amount outstanding on the Bridge Notes is approximately $8.4 million.Issuance of Common SharesOn January 6, 2026, the Company issued 113,424 common shares for vested RSUs to certain employees and directors. The Company withheld 910 common shares to satisfy employees' tax obligations of less than $0.1 million. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls Our Chief Executive Officer and our Chief Financial Officer have evaluated the effectiveness of our “disclosure controls and procedures” as of December 31, 2025, the end of the period covered by this Annual Report on Form 10-K. The term “disclosure controls and procedures” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files under the Exchange Act is accumulated and communicated to a company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Based on the evaluation of our disclosure controls and procedures as of December 31, 2025, our Chief Executive Officer and our Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were not effective due to material weaknesses, which could adversely affect our ability to record, process, summarize, and report financial data. Such weaknesses include: (1) We did not perform reviews of relevant Service Organization Control Reports for key third party service providers; (2) We did not perform an effective risk assessment or monitor internal controls over financial reporting.We have developed a plan to remediate the material weaknesses, which includes dedicating additional resources to assess and improve our ITGCs, and (ii) developing a roadmap to become SOX compliant by the required deadline. Management’s Annual Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rule 13a-15(f). Internal control over financial reporting is a process designed under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with GAAP. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. As of December 31, 2025, under the supervision and with the participation of our management, including Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework—2013. Based on this assessment, our management concluded that, as of December 31, 2025, our internal control over financial reporting was not effective due to material weaknesses in our internal control over financial reporting related to certain matters, including: (1) We did not perform reviews of relevant Service Organization Control Reports for key third party service providers; (2) We did not perform an effective risk assessment or monitor internal controls over financial reporting.In light of these material weaknesses, we performed additional analysis and other post-closing procedures to ensure the reliability of financial reporting and that our financial statements were prepared in accordance with GAAP. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.Our management with oversight from the Audit Committee of the Board of Directors have developed a plan to remediate these material weaknesses, which includes: (i) dedicate additional resources to assess and improve our ITGCs, and (iii) develop roadmap to become SOX compliant by the required deadline. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects. The material weaknesses will not be considered remediated, however, until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the exemption provided to issuers that are not “large accelerated filers” nor “accelerated filers” under the Dodd-Frank Wall Street Reform and Consumer Protection Act. Changes in Internal Control Over Financial Reporting There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(d) and 15d-15(d) under the Exchange Act) which occurred during the quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.ITEM 9B. OTHER INFORMATION Trading Arrangements During the quarterly period ended December 31, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.Additional Information None.ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. None. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The following table sets forth the name, age and positions of our executive officers and directors as of March 24, 2026. NAME AGE POSITION Richard Proud 45 Chief Executive Officer and Director Justin Vu 41 Chief Financial Officer Michelle Mathews-Spradlin 58 Chair of the Board Scott Cohen 56 Director Alexander Shoghi 43 Director Kenneth W. Gilbert 74 Director The business background and certain other information about our directors and executive officers is set forth below. Richard Proud. Mr. Proud was appointed to serve as the Company's Chief Executive and as a director of the Company's Board of Directors on July 17, 2023. Mr. Proud brings 20 years of leadership experience across cannabis, retail, wholesale, and international selling channels. Prior to joining iAnthus, Mr. Proud was most recently Executive Vice President of Revenue for Curaleaf - a vertically integrated multi-state cannabis operator and served in that role from June 2022 through July 2023. Mr. Proud also held the titles of Senior Vice President of Assortment Planning and Inventory Management and Vice President of Assortment Planning with Curaleaf between September 2020 through June 2022. Prior to joining Curaleaf, Mr. Proud was Head of Planning for Grassroots Cannabis from August 2019 to September 2020, which is when Grassroots Cannabis was acquired by Curaleaf. Prior to that, Mr. Proud held executive level positions for globally recognized consumer retail brands: Abercrombie & Fitch, Hollister, and Garage. Mr. Proud holds a Bachelor of Arts degree from The University of Georgia. The Company believes Mr. Proud is qualified to serve as a director of the Company because of his experience and background as an executive in cannabis and retail operations.Justin Vu. Mr. Vu was appointed to serve as the Company's Interim Chief Financial Officer on April 5, 2024, and the Company's permanent Chief Financial Officer on January 6, 2025. Mr. Vu joined the Company as its Senior Vice President of Finance and Strategy and was in that role since early 2023 until he was appointed the Company's Interim Chief Financial Officer. Prior to joining iAnthus, Mr. Vu worked as a financial consultant, including time with Irwin Naturals, a mass market nutraceutical brand, where he facilitated Irwin’s initial public offering and entrance into the psychedelic mental health care space. Prior to that, Mr. Vu worked within the media and entertainment industry, most recently serving as Director of Global Finance at Warner Bros. Mr. Vu holds a Master of Business Administration degree from UCLA’s Anderson School of Management and a bachelor’s degree in business economics from the University of California, Santa Barbara. He is a Certified Public Accountant in the state of California.Michelle Mathews-Spradlin. From 1993 until her retirement in 2011, Ms. Mathews-Spradlin worked at Microsoft Corporation (Nasdaq: MSFT) (“Microsoft”), where she served as Chief Marketing Officer and previously held several other key leadership positions. Prior to her employment with Microsoft, Ms. Mathews-Spradlin worked in the United Kingdom as a communications consultant for Microsoft from 1989 to 1993. She also held various roles at General Motors Co. from 1986 to 1989. As the CMO and SVP of Microsoft, Ms. Mathews-Spradlin oversaw the company’s global marketing function, including the household brands of Windows, Office, Xbox, Internet Explorer and Bing. Ms. Mathews-Spradlin led Microsoft’s consumer and business-to-business marketing to hundreds of millions of global customers. She was instrumental in driving the growth of Microsoft’s global business by building several of the world’s leading technology brands. As the most senior woman at Microsoft, she was also a strong advocate for female advancement and personally spearheaded the company’s network and mentoring program for female progression at the company. She retired from Microsoft in 2011, after 22 years. Ms. Mathews-Spradlin currently serves on the board of directors of The Wendy’s Company (Nasdaq: WEN) and in addition serves as a board member of several private companies, including Jacana Holdings Inc., The Bouqs Company and The Brand Tech Group (formerly known as You & Mr. Jones). She also previously served as a board member of Brandtech Group. She is also a digital advisory board member for Unilever PLC (NYSE: UL), a member of the board of trustees of the California Institute of Technology and a member of the executive board of the UCLA School of Theater, Film and Television. The Company believes Ms. Mathews-Spradlin is qualified to serve as a director of the Company because of her experience in senior leadership and C-suite positions. Scott Cohen. Mr. Cohen has over 25 years of professional investment experience, including public and private debt and equity securities. Mr. Cohen is currently a consultant to financially troubled companies and stakeholders, and an active investor in turnaround opportunities. Until 2017, Mr. Cohen was with Silver Rock Financial, a large family office, investing in debt and equity investments. Responsibilities included sourcing of both public and private debt, structuring debt securities and loans, and leading activist and restructuring transactions. Prior to Silver Rock Financial, Mr. Cohen was Managing Director and Portfolio Manager at Cerberus Capital Management (“Cerberus”). At Cerberus, Mr. Cohen’s responsibilities included analyzing, investing, and managing of a portfolio of primarily distressed assets. Most of these investments involved activist or control roles, from leading creditor committees to initiating negotiations with borrowers in restructurings. Mr. Cohen also worked closely with the private equity team at Cerberus on several large transactions, focusing on liability management within portfolio companies. Prior to joining Cerberus, Mr. Cohen worked in Merrill Lynch’s distressed debt trading group from 1992 to 1998, analyzing and investing in distressed corporate situations. From 1990 to 1992 he was an investment banker in Merrill’s High Yield Finance and Restructuring Group. Mr. Cohen is a 1990 graduate of Tufts University. The Company believes Mr. Cohen is qualified to serve as a director of the Company because of his experience and background in both private equity and capital markets. Alexander Shoghi. Mr. Shoghi is a Portfolio Manager at Oasis Management, a private investment management firm headquartered in Hong Kong. Mr. Shoghi joined Oasis in 2005, first based in Hong Kong, and subsequently relocating to the U.S. as the founder and manager of Oasis Capital in Austin, Texas in early 2012. From 2004 to 2005, Mr. Shoghi worked at Lehman Brothers in New York City. Mr. Shoghi holds a Bachelor of Science of Business Administration in Finance and International Business degree from Georgetown University. The Company believes Mr. Shoghi is qualified to serve as a director of the Company because of his experience and background in finance. Kenneth W. Gilbert. From October 2012 until his retirement in December 2017, Mr. Gilbert served as the Group Chief Marketing Officer of VOSS of Norway ASA (“VOSS”), a global manufacturer and marketer of premium bottled water. Prior to joining VOSS, Mr. Gilbert founded and served as the President of RazorFocus, a marketing consultant practice, from May 2005 to October 2012. Prior to that time, he served as President and Chief Operating Officer of UniWorld Group, Inc., a multicultural advertising agency in the U.S., from May 2003 to June 2004. From September 1995 to April 2001, Mr. Gilbert worked at Snapple Beverage Corporation (formerly Snapple Beverage Group, Inc.) (“Snapple”) as Senior Vice President and Chief Marketing Officer, where he led marketing efforts to revitalize the brand and assembled four company brands for successful disposition. Prior to his employment with Snapple, Mr. Gilbert served as Group Account Director at the Messner Vetere Berger Carey Schmetterer RSCG advertising agency from July 1991 to August 1995 and as Senior Vice President and Director of Client Services at UniWorld Group, Inc. from February 1989 to June 1991. Mr. Gilbert served on the board of directors of The Wendy’s Company (Nasdaq: WEN) from 2016 to December 2024. In his former roles as Chief Marketing Officer for VOSS and Snapple, Mr. Gilbert oversaw the company’s marketing function, administered multimillion-dollar budgets, directed internal marketing capabilities, and managed the company’s strategic worldwide brand development, expansion, and distribution. During those years he developed in-depth knowledge and expertise in strategic planning, innovative brand revitalization, risk management, advertising conceptualization and public relations, domestic and international operations, and human capital management. Mr. Gilbert also provides valuable and unique insights into consumer brand positioning strategies, new product development, digital and social media platforms and cultivation of brand recognition and value. The Company believes Mr. Gilbert is qualified to serve as a director of the Company because he possesses extensive experience in global brand management, marketing communications, advertising strategy and sustainability/ESG attributable to his overall professional background as a senior marketing executive in the consumer beverage industry. Family Relationships There are no family relationships among any of our executive officers or directors. Arrangements between Officers and Directors Except as set forth in this Annual Report on Form 10-K, to our knowledge, there is no arrangement or understanding between any of our officers or directors and any other person pursuant to which such officer or director was selected to serve as an officer or director of the Company. Involvement in Certain Legal Proceedings We are not aware of any of our directors or officers being involved in any legal proceedings in the past ten years relating to any matters in bankruptcy, insolvency, criminal proceedings (other than traffic and other minor offenses), or being subject to any of the items set forth under Item 401(f) of Regulation S-K. Audit Committee The main function of the audit committee is to oversee our accounting and financial reporting processes, internal systems of control, independent registered public accounting firm relationships and the audits of our financial statements. The committee’s responsibilities include, among other things: •overseeing the work of the external auditors in preparing or issuing the auditor’s report, including the resolution of disagreements between management and the external auditors regarding financial reporting and audit scope or procedures; •determining whether adequate controls are in place over annual and interim financial reporting as well as controls over our assets, transactions, information systems and the creation of obligations, commitments and liabilities; •reviewing our financial statements; •reviewing transactions with related persons; •reviewing all non-audit services which are proposed to be provided by the external auditors to us or any of our subsidiaries; •establishing procedures for complaints received by us regarding accounting matters; and •reviewing the policies and procedures in effect for considering officers’ expenses and perquisites. Pursuant to the terms of the IRA, the audit committee shall be comprised of one nominee designated by each of the First Investor, the Second Investor and the Third Investor. As of December 31, 2025, our audit committee consisted of Scott Cohen, Michelle Mathews-Spradlin and Alexander Shoghi, with Scott Cohen serving as the chair. Our Board of Directors has determined that Scott Cohen qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K. In addition, after reviewing the qualifications of the members of the audit committee and any relationships they may have with us that might affect their independence, the Board has determined that each of Scott Cohen, Michelle Mathews-Spradlin and Alexander Shoghi is independent.Our Board of Directors adopted a written charter for the audit committee, which is available on our website at www.ianthus.com/team/board-committees. Nominating and Corporate Governance Committee Our nominating and corporate governance committee is responsible for, among other things: •developing and recommending criteria for Board membership and recommending Board nominees including reviewing candidates recommended by our shareholders; •recommending committee nominees; •considering matters of corporate governance; •reviewing and advising regarding the functions of our senior officers; and •reviewing succession plans with respect to our officers. Pursuant to the IRA, the nominating and corporate governance committee shall be comprised of such directors as the Board may determine. As of December 31, 2025, our nominating and corporate governance committee consisted of Alexander Shoghi, Kenneth Gilbert, and Scott Cohen, with Alexander Shoghi serving as the chair. After reviewing the qualifications of the members of the nominating and corporate governance committee and any relationships they may have with us that might affect their independence, the Board has determined that Scott Cohen, Alexander Shoghi, and Kenneth Gilbert are independent. Our Board of Directors adopted a written charter for the nominating and corporate governance committee, which is available on our website at www.ianthus.com/team/board-committees. Compensation Committee Our compensation committee is responsible for assessing whether any of our compensation policies or programs has the potential to encourage excessive risk-taking. Furthermore, our compensation committee discharges the responsibilities of the Board in overseeing our compensation policies, plans and programs and to review and determine the compensation to be paid to our executive officers, directors and other senior management, as appropriate. Our compensation committee is responsible for, among other things: •reviewing and approving our compensation and benefit programs, policies and practices; •setting the compensation of our Chief Executive Officer and approving the compensation of the members of our executive leadership team; •establishing and reviewing annual and long-term performance goals and objectives of our Chief Executive Officer; •reviewing the goals approved by our Chief Executive Officer for the members of our executive leadership team and the performance thereof; •reviewing and making recommendations to the Board regarding director compensation; and •overseeing the administration of our cash-based and equity-based compensation plans. Pursuant to the IRA, the compensation committee of the Board shall be comprised of one nominee designated by the Second Investor together with such other directors as the Board may determine. As of December 31, 2025, our compensation committee consisted of Michelle Mathews-Spradlin as Chair, Alexander Shoghi and Kenneth Gilbert. Michelle Mathews-Spradlin, Alexander Shoghi, and Kenneth Gilbert are each a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act and an outside director, as defined pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended. Our Board of Directors adopted a written charter for the compensation committee, which is available on our website at www.ianthus.com/team/board- committees. Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. To our knowledge, based solely upon a review of Forms 3, 4, and 5 filed with the SEC during the fiscal year ended December 31, 2025, we believe that, except as set forth below, our directors, executive officers, and greater than 10% beneficial owners have complied with all applicable filing requirements during the fiscal year ended December 31, 2025:•Richard Proud, our Chief Executive Officer, failed to report one transaction on time on a Form 4.Code of Business Conduct and Ethics We have adopted a written code of business conduct and ethics that applies to our directors and officers. A copy of the code is filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2020. Disclosure regarding any amendments to, or waivers from, provisions of the code of business conduct and ethics that apply to our directors and officers will be included in a Current Report on Form 8-K, which we will file within four business days following the date of the amendment or waiver. Changes in Nominating Procedures None. Insider Trading Policy The Company has adopted a Disclosure, Confidentiality and Insider Trading Policy, which governs, among other matters, the process and timing of the disclosure by the Company of material information, including those Company officials authorized to disclose such information, as well the purchase, sale and other dispositions of the Company’s securities by the Company’s directors, executive officers, significant shareholders and other insiders who regularly receive material information concerning the Company. We believe our Disclosure, Confidentiality and Insider Trading Policy is reasonably designed to promote, among other things, compliance with insider trading laws, rules and regulations.ITEM 11. EXECUTIVE COMPENSATION Summary Compensation TableThe following table sets forth for the years ended December 31, 2025 and 2024, the compensation awarded to, paid to, or earned by, our principal executive officer and two other most highly compensated executive officers. We refer to these officers as our “named executive officers.” Name and Principal Position Year Salary Bonus (1) StockAwards (3) OptionAwards Nonqualifieddeferredcompensationearnings All othercompensation Total Richard Proud 2025 $ 475,000 $ — $ — $ — $ — 55,843 (2) $ 530,843 Chief Executive Officer 2024 $ 475,000 $ 532,000 $ — — — — $ 1,007,000 Justin Vu 2025 $ 300,000 $ — $ — — — — $ 300,000 Chief Financial Officer 2024 $ 169,600 $ 113,400 $ — — — — $ 283,000 Philippe Faraut 2025 $ — $ — $ — — — 4,437 (5) $ 4,437 Former Chief Financial Officer 2024 $ 82,065 — $ — — — 204,766 (4) $ 286,831 Robert Galvin 2025 $ — $ — $ — — — — $ — Former Interim Chief Executive Officer and Former Interim Chief Operating Officer 2024 $ — — $ 306,470 — — 356,901 (4) $ 663,371 (1)Represents payments of discretionary bonuses for performance during the applicable years, which are discretionary payments as determined by the Board, and as further described below Discretionary Bonus Payments.(2)Represents: (i) $42,973 in tax gross-up payments paid in fiscal year 2025 by the Company on behalf of Mr. Proud to satisfy withholding taxes arising from the sale of common shares in 2025 to cover applicable tax obligations relating to the vesting of RSUs during 2024; and (ii) $12,870 representing the difference between (a) the price at which the Company repurchased 9,910,592 common shares from Richard Proud in 2025 and (b) the fair market value of such shares on the date of repurchase. Such sale of common shares occurred in connection with the Company’s correction of an administrative error in 2024, in which an insufficient number of shares were withheld to satisfy tax withholding obligations upon the vesting of RSUs in 2024. In 2025, the Company discovered the error and repurchased the additional shares that should have been withheld at the time of vesting using the 2024 share price applicable at such time. The Company did not intend to provide, and Mr. Proud did not receive, any additional compensation beyond that was originally associated with the 2024 vesting of RSUs, and the repurchase was effected solely to place Mr. Proud in the position he would have been had the appropriate number of shares been withheld at the time of vesting.(3)Represents the aggregate grant date fair value of RSUs granted for the fiscal year ended December 31, 2025 and December 31, 2024 as determined in accordance with ASC Topic 718, rather than the amount paid to or realized by Robert Galvin, Philippe Faraut, Richard Proud or Justin Vu. (4)For 2024, all other compensation for each Robert Galvin and Philippe Faraut includes the following in connection with payments received under the October Separation Agreement (as defined herein) and the Faraut Separation Agreement (as defined herein), and in each case, for the fiscal year ended December 31, 2024: Name SeparationPayment Bonus COBRAPremiums Paid Time Off Total of All OtherCompensation Philippe Faraut $ 175,000 — $ 7,266 $ 22,500 $ 204,766 Robert Galvin $ 350,000 — $ 6,901 $ — $ 356,901 (5) For 2025, all other compensation for Philippe Faraut includes the following in connection with payment received under the Faraut Separation Agreement for the fiscal year ended December 31, 2025: Name SeparationPayment Bonus COBRAPremiums Paid Time Off Total of All OtherCompensation Philippe Faraut $ — — $ 4,437 $ — $ 4,437 Outstanding Equity Awards as of December 31, 2025 The following table provides information regarding option awards held by each of our named executive officers that were outstanding as of December 31, 2025. Option Awards Stock Awards Name Number ofSecuritiesUnderlyingUnexercisedOptions (#)Exercisable Number ofSecuritiesUnderlyingUnexercisedOptions (#)Unexercisable EquityIncentivePlan Awards:Number ofSecuritiesUnderlyingUnexercisedUnearnedOptions (3) OptionExercisePrice ($) OptionExpirationDate Number ofshares orunits ofstock thathave notvested (#) Marketvalueof shares ofunits ofstock thathave notvested ($)(5) Equityincentiveplan awards:Number ofunearnedshares, unitsor otherrights thathave notvested (#) Equityincentiveplan awards:Market orpayout value ofunearnedshares, units orother rightsthat have notvested ($) Richard ProudChief Executive Officer — — — — — 132,141,243 (1) $ 660,706 — — Justin VuChief Financial Officer 8,633,094 (2) $ 43,165 Philippe Faraut, Former Chief Financial Officer — — — — — — $ — — — Robert Galvin, Former Interim Chief Executive Officer and Former Interim Chief Operating Officer 3,938,678 (3) — — US $ 0.051 47,674 — $ — — — Julius Kalcevich, Former Chief Financial Officer 3,938,678 (4) — — US $ 0.051 47,674 — — — — (1)RSUs granted to Richard Proud on August 31, 2023, which will vest in equal annual installments on August 31, 2025 and August 31, 2026. (2)RSUs granted to Justin Vu on June 27, 2023, which will vest in equal annual installments on June 27, 2025 and June 27, 2026.(3)Replacement stock options granted to Robert Galvin on September 21, 2022, which vested in equal installments on July 10, 2021, July 10, 2022, and July 10, 2023(4)Replacement stock options granted to Julius Kalcevich on September 21, 2022, which fully vested in 2022. (5)Market value determined using the closing stock price of $0.005 per share on the last trading day the fiscal year on December 31, 2024.Richard Proud Employment AgreementWe entered into an employment agreement with Richard Proud (the "Proud Employment Agreement") effective as of July 17, 2023, pursuant to which Mr. Proud currently serves as the Chief Executive Officer of the Company. Pursuant to the Proud Employment Agreement, Mr. Proud receives an annual base salary of $475,000. In addition, Mr. Proud is eligible to receive an annual bonus, with the target annual bonus being 100% of Mr. Proud's annual base salary. Mr. Proud's target annual bonus has a minimum of 0% and a maximum of 200%, based upon individual and/or corporate performance criteria established annually by the Board and Mr. Proud; provided, however, 50% of Mr. Proud's target annual bonus is guaranteed for Mr. Proud's first two years of employment. To be eligible to receive the target annual bonus, Mr. Proud must be employed on the bonus payment date. Pursuant to the Proud Employment Agreement, Mr. Proud also received a grant of RSUs with respect to the common shares of the Company equal to 3% of the common shares of the Company outstanding as of the date of the RSU grant. The grant of the RSUs to Mr. Proud are subject to the terms and conditions of the Company's Omnibus Incentive Plan and related equity award agreement. he RSUs will vest in three equal annual installments on the first three anniversaries of the date of grant of such RSUs, contingent on Mr. Proud remaining employed through each vesting date. The RSUs will immediately fully vest upon the consummation of a Change of Control (as defined in the Proud Employment Agreement). Mr. Proud also received a one-time signing bonus equal to $100,000, which was payable within ten (10) days of the effective date of the Proud Employment Agreement. In addition, Mr. Proud will be entitled to receive personal time off benefits under Company’s policies and any other employee benefits pursuant to any benefit plans maintained by the Company in a manner consistent with other similarly situated employees of the Company. He will also be entitled to reimbursement of reasonable and necessary business-related expenses.In the event of a Change of Control of the Company, either while Mr. Proud is employed or during the first 12 months after the Company terminates Mr. Proud's employment without Cause (as defined in the Proud Employment Agreement), or Mr. Proud resigns for Good Reason (as defined in the Proud Employment Agreement), then he shall be entitled to receive the following upon the consummation of the Change of Control: (i) a lump-sum cash payment equal to the sum of (A) 150% of Mr. Proud's then-current base salary and (B) the amount of any target annual bonus paid to Mr. Proud in the 12 months preceding the Change of Control of the Company; (ii) the acceleration of vesting of his RSU grant; (iii) a fully vested grants of RSUs with an aggregate fair market value equal to $475,000, based on the closing public market price per share on the grant date of the Change of Control RSU award, or, in the event that no public market price exists on such date, then as determined by an independent third party accounting or valuation firm acceptable to both the Company and Mr. Proud; and (iv) if Mr. Proud elects continuation coverage pursuant to COBRA under the Company’s group health plan, the Company shall pay Mr. Proud's COBRA premiums for such coverage until the earlier of (A) 18 months following the date of Mr. Proud's termination of employment, or (B) the date upon which Mr. Proud accepts new employment that offers him medical benefits. In the event that the Company terminates Mr. Proud's employment for any reason other than Cause, death or disability, or if Mr. Proud resigns for Good Reason, then he shall be entitled to receive the following: (i) a lump-sum cash payment equal to 100% of Mr. Proud's then-current base salary (provided, that if such termination of employment is less than 180 days after a Change of Control of the Company, then this paragraph shall not apply); (ii) to the extent unvested, Mr. Proud's RSU grant shall be accelerated and become fully vested on the date of termination; and (iii) if Mr. Proud elects continuation coverage pursuant to COBRA under the Company’s group health plan, the Company shall pay Mr. Proud's COBRA premiums for such coverage until the earlier of (A) 12 months following the date of Mr. Proud's termination of employment, or (B) the date upon which Mr. Proud accepts new employment that offers him medical benefits. The foregoing severance benefits are subject to, among other things, Mr. Proud's execution and delivery of a general release of all claims in favor of the Companies and their affiliates and subsidiaries.Justin Vu Employment Agreement On January 6, 2025, we entered into an employment agreement with Justin Vu (the “Vu Employment Agreement”), pursuant to which Mr. Vu currently serves as the Chief Financial Officer of the Company. Pursuant to the Vu Employment Agreement, Mr. Vu receives an annual base salary of $300,000. In addition, Mr. Vu is eligible to receive an annual bonus, with the target annual bonus being 50% of Mr. Vu's annual base salary. Mr. Vu's target annual bonus has a minimum of 0% and a maximum of 200%, based upon individual and/or corporate performance criteria established annually by the Board. To be eligible to receive the target annual bonus, Mr. Vu must be employed on the bonus payment date. Mr. Vu also received a grant of RSUs with respect to the common shares of the Company on June 27, 2023, equal to $180,000. The grant of the RSUs to Mr. Vu are subject to the terms and conditions of the Company's Omnibus Incentive Plan and related equity award agreement. The RSUs will vest in three equal annual installments on the first three anniversaries of the date of grant of such RSUs, contingent on Mr. Vu remaining employed through each vesting date. The RSUs will immediately fully vest upon the consummation of a Change of Control (as defined in the Vu Employment Agreement). In addition, Mr. Vu will be entitled to receive personal time off benefits under Company’s policies and any other employee benefits pursuant to any benefit plans maintained by the Company in a manner consistent with other similarly situated employees of the Company. He will also be entitled to reimbursement of reasonable and necessary business-related expenses.In the event of a Change of Control of the Company, either while Mr. Vu is employed or during the first 12 months after the Company terminates Mr. Vu's employment without Cause (as defined in the Vu Employment Agreement), or Mr. Vu resigns for Good Reason (as defined in the Vu Employment Agreement), then he shall be entitled to receive the following upon the consummation of the Change of Control: (i) a lump-sum cash payment equal to the sum of (A) Mr. Vu's then current base-salary for twelve (12) months and (B) the amount of any annual incentive bonus paid to Mr. Vu in the twelve (12) months preceding the consummation of a Change of Control of the Company and (ii) a fully vested grant of RSUs with an aggregate fair market value equal to $180,000, based on the closing public market price per share on the 30th day after the date of the Change of Control of the Company. In the event that the Company terminates Mr. Vu's employment due to his death or disability, all unvested and outstanding RSUs held by Mr. Vu shall be accelerated and become fully vested on the date of such termination. In the event that the Company terminates Mr. Vu's employment for any reason other than Cause, death or disability, or if Mr. Vu resigns for Good Reason, then he shall be entitled to receive the following: (i) to the extent unvested, all RSUs held by Mr. Vu shall be accelerated and become fully vested on the date of termination; (ii) payment, over a 12 month period, of continuing compensation equal to 6 months of his then base salary (provided that if such termination of employment is less than 180 days after a Change of Control of the Company, then Mr. Vu shall not be entitled to any such payment); and (iv) if Mr. Vu elects continuation coverage pursuant to COBRA under the Company’s group health plan, the Company shall pay Mr. Vu's COBRA premiums for such coverage until the earlier of (A) 12 months following the date of Mr. Vu's termination of employment, or (B) the date upon which Mr. Vu accepts new employment that offers him medical benefits. The foregoing severance benefits are subject to, among other things, Mr. Vu's execution and delivery of a general release of all claims in favor of the Companies and their affiliates and subsidiaries. Separation and Release Agreement - Payments Upon Termination Effective as of the October Resignation Date, Robert Galvin, the Company's then-Interim Chief Operating Officer, resigned from his executive positions, including all positions with the Company's subsidiaries and affiliates. In connection with the resignation, Mr. Galvin and the Company executed the October Separation Agreement, pursuant to which, Mr. Galvin will receive certain compensation and benefits valued to substantially equal the value of entitlements he would have received under Section 4(f) of his employment agreement. Specifically, Mr. Galvin will receive: (i) total cash compensation in the amount of approximately $350,000, which is payable in a lump sum on January 5, 2024; (ii) a grant of RSUs with an aggregate fair market value of $350,000, which shall fully vest on January 4, 2024. Under the terms of the October Separation Agreement, the Company will continue to pay the monthly premium for Mr. Galvin's continued participation in the Company’s health and dental insurance benefits pursuant to COBRA for one year from the October Resignation Date. Mr. Galvin served in a consulting role for three months following the October Resignation Date at a base compensation rate of $25,000 per month.Effective as of the Faraut Resignation Date, Philippe Faraut, the Company's then-Chief Financial Officer, resigned from his executive positions, including all positions with the Company's subsidiaries and affiliates. In connection with the resignation, Mr. Faraut and the Company executed the Faraut Separation Agreement, pursuant to which, Mr. Faraut received certain compensation and benefits valued to substantially equal the value of entitlements he would have received under Section 4(g) of his employment agreement. Specifically, Mr. Faraut received total cash compensation in the amount of approximately $0.2 million, which was payable in equal installments of approximately $25,000 per month over a period of 7 months following the Effective Date (as defined in the Faraut Separation Agreement). Under the terms of the Faraut Separation Agreement, the Company will continue to pay the monthly premium for Mr. Faraut's continued participation in the Company's health and dental insurance benefits pursuant to COBRA for one year from the Faraut Resignation Date. Mr. Faraut served in a consulting role for one month following the Faraut Resignation Date at a base compensation rate of $25,000 per month. Pursuant to the Faraut Separation Agreement, the RSUs granted to Mr. Faraut on November 23, 2022 and May 17, 2023 accelerated and fully vested upon satisfactory completion of Mr. Faraut's consulting services. Further, the RSUs granted to Mr. Faraut on September 1, 2023 and November 15, 2023 were forfeited as of the Faraut Resignation Date. No amounts are owed as of December 31, 2025 and 2024.Equity Grant Practices We adopted the Company’s Omnibus Incentive Plan dated October 15, 2018, which was approved by our shareholders at our annual general and special meeting held on November 26, 2018. Pursuant to the Omnibus Incentive Plan, we can grant stock options, stock appreciation rights, restricted stock, restricted stock units, deferred stock units, annual or long-term performance awards or other stock-based awards. On February 1 of each calendar year during the term of an executive employment agreement or the first day thereafter that we are permitted to make option grants to our executives, such executives receive grants of both time vested options and performance options. These equity grants may be granted as either stock options or restricted stock units. On December 31, 2021 and June 23, 2022, our Board of Directors approved the terms of a Long-Term Incentive Program recommended by our compensation committee and, pursuant to which, on July 26, 2022, we issued certain of our employees (including executive officers) an aggregate of 320,165,409 RSUs under our Omnibus Incentive Plan in order to attract and retain such employees. All of our existing warrants and options were cancelled, and our common shares may be consolidated pursuant to a consolidation ratio which has yet to be determined. Discretionary Bonus Payments Pursuant to the terms of the executive employment agreements described above, the Company, through the Board, has the discretion to determine the amounts of the annual incentive bonus payments which executives may receive. The Board has not yet determined an amount, if any, of Mr. Proud's or Mr. Vu's 2025 annual bonus.Regular Benefits To the extent eligible under the applicable plans and programs, an executive and an executive’s family are entitled to participate in the Company’s medical, dental, and vision plans. Director Compensation The following table presents the total compensation for each person who served as a non-employee member of our Board of Directors and received compensation for such service during the fiscal year ended December 31, 2025. Mr. Proud, who is an employee director, is not entitled to receive any additional compensation for his service as a member of our Board of Directors. We did not pay any compensation, make any equity awards or non-equity awards to, or pay any other compensation to any of the non-employee members of our Board of Directors in 2025. Name Fees earned orpaid in cash (s) Stock Awards (1) Total ($) Michelle Mathews-Spradlin $ 140,000 (2) $ 165,000 (3) $ 305,000 Kenneth Gilbert $ 50,000 (4) $ 165,000 (5) $ 215,000 Scott Cohen $ 70,000 (6) $ 165,000 (7) $ 235,000 Alexander Shoghi — $ 227,500 (8) $ 227,500 (1)Amounts reported represent the aggregate grant date fair value for option awards granted in each respective year in accordance with ASC Topic 718, excluding the effect of forfeitures. See Note 10 “Share Capital” in the Notes to the Company’s Consolidated Financial Statements for the fiscal year ended 2025 included in this Form 10-K for the year ended 2025 for more information regarding the Company’s accounting for share-based compensation plans. The amounts shown in the Director Compensation Table above do not represent the actual value realized by each Director. RSUs Outstanding As of December 31, 2024 Michelle Mathews-Spradlin $ 39,875,000 Kenneth Gilbert $ 44,090,687 Scott Cohen $ 39,875,000 Alexander Shoghi $ 54,979,167 (2)Represents annual cash retainers totaling $140,000 ($50,000 annual retainer, $75,000 annual retainer as Chair of the Board and $15,000 retainer as Chair of the Compensation Committee). (3)On December 1, 2025, Michelle Mathews-Spradlin was issued 33,673,469 RSUs, valued at $165,000 based on the Company’s closing stock price on November 30, 2025, the date immediately preceding the grant, all of which vest on December 1, 2026.(4)Represents annual cash retainer equal to $50,000.(5)On December 1, 2025, Kenneth Gilbert was issued 33,673,469 RSUs, valued at $165,000 based on the Company’s closing stock price on November 30, 2025, the date immediately preceding the grant, all of which vest on December 1, 2026.(6)Represents annual cash retainers totaling $70,000 ($50,000 annual retainer and $20,000 annual retainer as Chair of the Audit Committee)(7)On December 1, 2025, Scott Cohen was issued 33,673,469 RSUs, valued at $165,000 based on the Company’s closing stock price on November 30, 2025, the date immediately preceding the grant, all of which vest on December 1, 2026.(8)On December 1, 2025, Alexander Shoghi was issued 46,428,571 RSUs, valued at $227,500 based on the Company’s closing stock price on November 30, 2025, the date immediately preceding the grant, all of which vest on December 1, 2026. Mr. Shoghi elected to receive RSUs equal to, and in lieu of, the cash Board fees he otherwise would have been entitled, and accordingly, of the $227,500 in RSUs issued to Mr. Shoghi, $62,500 (or 12,500,000 RSUs) is attributable to Mr. Shoghi’s annual Board retainers ($50,000 annual retainer and $12,500 annual retainer as Chair of the Nominating and Corporate Governance Committee). Non-Employee Director Compensation Program Our current director compensation program is designed to align our director compensation program with the long-term interests of our stockholders by implementing a program comprised of cash and equity compensation. In setting director compensation, we consider the amount of time that directors expend in fulfilling their duties to the Company as well as the skill level and experience required by our Board. We also consider board compensation practices at similarly situated companies, while keeping in mind the compensation philosophy of us and the stockholders’ interests. The directors also receive reimbursement for expenses, including reasonable travel expenses to attend board and committee meetings, reasonable outside seminar expenses, and other special board-related expenses. Non-Employee Directors of Investors Pursuant to the terms of the IRA, each director that is not an employee of any of the Investors (each, a “Non-Investor Director”) is entitled to director compensation. Each Non-Investor Director is paid: (i) a one-time equity grant of $100,000, payable in the form of RSUs, which vest immediately; (ii) an annual cash retainer (the “Annual Retainer”) of $50,000, to be satisfied in the form of RSUs in lieu of cash for the first year of each Non-Investor Director’s service on the Board; and (iii) an annual equity grant of $165,000 payable in the form of RSUs. A Non-Investor Director acting as the chair of the audit committee of the Board is paid an annual cash retainer (the “Audit Chair Retainer”) of $20,000, satisfied in the form of RSUs in lieu of cash for the first year of the Non-Investor Director’s service as chair of the audit committee. A Non-Investor Director acting as the chair of the compensation committee of the Board is paid an annual cash retainer (the “Compensation Chair Retainer”) of $15,000, satisfied in the form of RSUs in lieu of cash for the first year of the Non-Investor Director’s service as chair of the compensation committee. A Non-Investor Director acting as the chair of the nominating and corporate governance committee of the Board is paid an annual cash retainer (the “Governance Chair Retainer”) of $12,500, satisfied in the form of RSUs in lieu of cash for the first year of the Non-Investor Director’s service as chair of the nominating and corporate governance committee. A Non-Investor Director acting as chair of the Board is paid an annual cash leadership retainer (the “Leadership Retainer”) of $75,000, satisfied in the form of RSUs in lieu of cash for the first year of the Non-Investor Director’s year of service as chair of the Board. Pursuant to the terms of the IRA, each director that is an employee of any of the Investors (each, an “Investor Director”) is not entitled to receive any director compensation. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth certain information regarding beneficial ownership of shares of our common shares as of March 19, 2026 by (i) each person known to beneficially own more than 5% of our outstanding common shares, (ii) each of our directors, (iii) each of our named executive officers and (iv) all of our directors and named executive officers as a group. Except as indicated in footnotes to this table, we believe that the shareholders named in this table have sole voting and investment power with respect to all shares of common stock shown to be beneficially owned by them, based on information provided to us by such shareholders, subject to community property laws, where applicable. Beneficial Owner(1) Shares of CommonStock Beneficially Owned Percentage (2) Directors and Named Executive Officers: Richard Proud 72,875,894 (3) * Justin Vu 4,973,563 (4) * Michelle Mathews-Spradlin 47,816,178 (5) * Scott Cohen 46,443,629 (6) * Kenneth Gilbert 1,960,785 (7) * Alexander Shoghi 64,424,885 (8) * All Executive Officers and Directors as a Group (6 persons) 238,494,934 * 5% or Greater Shareholders: Parallax Master Fund, LP(9) 369,665,259 5.30 % Jason Adler(10) 2,598,704,326 (11) 37.27 % Senvest Management, LLC(12) 1,074,406,901 (13) 15.41 % Oasis Investments II Master Fund Ltd.(14) 1,279,055,833 18.34 % * Represents beneficial ownership of less than 1%. (1)Unless otherwise indicated, the address of each person is c/o iAnthus Capital Holdings, Inc., 214 King Street West, Suite 400, Toronto, Ontario M5H 3S6. (2)The calculation in this column is based upon 6,972,551,786 common shares outstanding on March 19, 2026. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to the subject securities. Common shares that may be acquired by an individual or group within 60 days of March 21, 2026, pursuant to the exercise of options or warrants, vesting of common shares or conversion of convertible debt, are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table. (3)Represents 72,875,894 common shares. Excludes 66,070,622 common shares underlying unvested restricted stock units. (4)Represents 4,973,563 common shares. Excludes 4,316,547 common shares underlying unvested restricted stock units. (5)Represents 47,816,178 common shares. Excludes 33,673,469 common shares underlying unvested restricted stock units. (6)Represents 46,443,629 common shares. Excludes 33,673,469 common shares underlying unvested restricted stock units. (7)Represents 1,960,785 common shares. Excludes 77,764,156 common shares underlying unvested restricted stock units. (8)Represents 64,424,885 common shares. Excludes 46,428,571 common shares underlying unvested restricted stock units. (9)William Bartlett is the Managing Member of Parallax Master Fund, LP and in such capacity has the right to vote and dispose of the securities held by such entity. The address of Parallax Master Fund, LP is 88 Kearny Street, 20th Floor, San Francisco, CA 94108. (10)Jason Adler is the Managing Member of Gotham Green Credit Partners GP I, LLC, Gotham Green GP 1, LLC, Gotham Green GP II, LLC and Gotham Green Partners SPV V GP, LLC. Gotham Green Credit Partners GP I, LLC is the General Partner of Gotham Green Credit Partners SPV 1, LP. Gotham Green GP 1, LLC is the General Partner of Gotham Green Fund 1, LP and Gotham Green Fund 1 (Q), LP. Gotham Green GP II, LLC is the General Partner of Gotham Green Fund II (Q), LP and Gotham Green Fund II, LP. Gotham Green Partners SPV V GP, LLC is the General Partner of Gotham Green Partners SPV V, LP. (11)Represents (i) 125,585,311 common shares held by Gotham Green Fund 1, L.P.; (ii) 502,419,744 common shares held by Gotham Green Fund 1(Q), L.P.; (iii) 61,824,757 common shares held by Gotham Green Fund II, L.P.; (iv) 359,610,209 common shares held by Gotham Green Fund II (Q), L.P.; (v) 934,167,928 common shares held by Gotham Green Credit Partners SPV 1, L.P.; and (vi) 615,096,377 common shares held by Gotham Green Partners SPV V, L.P. (12)Senvest Management, LLC serves as the investment manager to Senvest Master Fund, LP and Senvest Global (KY), LP (collectively, the “Investment Vehicles”), with respect to the common shares held by the Investment Vehicles. Richard Mashaal serves as the Managing Member of Senvest Management, LLC, with respect to the common shares held by the Investment Vehicles. Senvest Management, LLC may be deemed to beneficially own the securities held by the Investment Vehicles by virtue of Senvest Management LLC’s position as Investment Manager of each of the Investment Vehicles. Mr. Mashaal may be deemed to beneficially own the securities held by the Investment Vehicles by virtue of Mr. Mashaal’s status as the Managing Member of Senvest Management, LLC. (13)Represents: (i) 946,501,317 common shares held by Senvest Master Fund, LP; and (ii) 127,905,584 common shares held by Senvest Global (KY), LP. (14)Seth Fisher is responsible for the supervision and conduct of all investment activities of Oasis Management Company Ltd. (the “Investment Manager”), including all investment decisions with respect to the assets of Oasis Investments II Master Fund Ltd., with respect to the common shares held by Oasis Investments II Master Fund Ltd. The address of the business office of Mr. Fischer is c/o Oasis Management (Hong Kong), 25/F, LHT Tower, 31 Queen’s Road Central, Central, Hong Kong. The address of the business office of each of Oasis Management and the Oasis II Fund is Ugland House, PO Box 309 Grand Cayman, KY1-1104, Cayman Islands. Securities Authorized for Issuance Under Equity Compensation Plans The following table summarizes information about our equity compensation plans as of December 31, 2025. Plan Category Number ofsecurities to beissued uponexercise ofoutstandingoptions, warrantsand rights (a) Weighted averageexercise price ofoutstanding options,warrants and rights Number of securitiesremaining availablefor future issuanceunder equitycompensation plans(excluding securitiesreflected incolumn (a)) Equity compensation plans approved by security holder 274,801,658 $ 0.05 1,119,708,699 Equity compensation plans not approved by security holder — — — Total 274,801,658 1,119,708,699 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The following includes a summary of transactions during our fiscal years ended December 31, 2025 and December 31, 2024 to which we have been a party, including transactions in which the amount involved in the transaction exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other arrangements, which are described elsewhere in this Annual Report on Form 10-K. We are not otherwise a party to a current related party transaction and no transaction is currently proposed, in which the amount of the transaction exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years and in which a related person had or will have a direct or indirect material interest. Gotham Green Partners, LLC (“GGP”) invested $14.7 million through the Interim Financing during the year ended December 31, 2020 and during the year ended December 31, 2021, GGP, Senvest Master Fund, LP, Oasis Investments II Master Fund LTD and Hadron Healthcare and Consumer Special Opportunities Master Fund invested an aggregate of $5.5 million, $2.1 million, $2.5 million and $0.1 million, respectively, through the Senior Secured Bridge Notes. On the Closing Date, we closed the Recapitalization Transaction pursuant to which the outstanding principal amount of the Secured Notes (including the Interim Financing) together with interest accrued and fees thereon were forgiven in part and exchanged for (A) the Secured Lender Shares, (B) June Secured Debentures and (C) June Unsecured Debentures and the outstanding principal amount of the Unsecured Debentures together with interest accrued and fees thereon were forgiven in part and exchanged for (A) the Unsecured Lender Shares and (B) June Unsecured Debentures. As a result of closing the Recapitalization Transaction, GGP and Parallax Master Fund, LP, were issued the June Secured Debentures in the principal amount of $84.4 million and $12.1 million, respectively, and 2,568,047,188 and 369,665,259 common shares, respectively. In addition, we issued June Unsecured Debentures as follows: $4.2 million to GGP, $0.6 million to Parallax Master Fund, LP, $1.3 million to Hi-Med, $5.3 million to Senvest Master Fund, LP, $6.3 million to Oasis Investments II Master Fund LTD and $2.3 million to Hadron Healthcare and Consumer Special Opportunities Master Fund, respectively. We also issued GGP, Parallax Master Fund, LP, Senvest Master Fund, LP, Oasis Investments II Master Fund LTD and Hadron Healthcare and Consumer Special Opportunities Master Fund 2,568,047,188, 369,665,259, 936,189,371, 1,265,120,771 and 455,443,478 common shares, respectively. Further during the year ended December 31, 2022, GGP, Senvest Master Fund, LP, Oasis Investments II Master Fund LTD and Hadron Healthcare and Consumer Special Opportunities Master Fund invested aggregate of $12.5 million, $4.8 million, $5.7 million and $2.0 million, respectively, which were evidenced through the issuance of Additional Secured Debentures. As of December 31, 2025, the outstanding principal balance of the June Secured Debentures and Additional Secured Debentures were $132.3 million and $33.2 million, respectively (December 31, 2024 — $122.1 million and $30.6 million, respectively). The outstanding principal balance of the June Unsecured Debentures as of December 31, 2025 was $26.5 million (December 31, 2024 — $24.4 million). As of December 31, 2025, the outstanding principal balance on the Senior Secured Bridge Notes was $8.5 million (December 31, 2024 —$16.0 million). Pursuant to the terms of the Secured DPA, the Company has a related party payable of $6.3 million due to certain of the New Secured Lenders, including GGP, Oasis Investment Master II Fund LTD., Senvest Global (KY), LP, Senvest Master Fund, LP and Hadron Healthcare and Consumer Special Opportunities Master Fund for certain out-of-pocket costs, charges, fees, taxes and other expenses incurred by the New Secured Lenders in connection with the closing of the Recapitalization Transaction (the “Deferred Professional Fees”). The Company had until December 31, 2022 to pay the Deferred Professional Fees ratably based on the amount of each New Secured Lender’s Deferred Professional Fees. The Deferred Professional Fees accrued simple interest at the rate of 12.0% from the Closing Date until December 31, 2022. Beginning with the first business day of the month following December 31, 2022, interest began accruing on the Deferred Professional Fees at the rate of 20% calculated on a daily basis and is payable on the first business day of every month until the Deferred Professional Fees and accrued interest thereon is paid in full. As of December 31, 2025, the outstanding related party portion of the Deferred Professional Fees including accrued interest was $2.2 million (December 31, 2024 – $9.2 million). Independence of the Board of Directors Our Board of Directors is comprised of Scott Cohen, Michelle Mathews-Spradlin, Kenneth Gilbert, Alexander Shoghi, and Richard Proud. We have determined that each of Scott Cohen, Michelle Mathews-Spradlin, Kenneth Gilbert is deemed to be independent within the meaning of the CSE Guide and applicable Canadian regulations. In addition, although our common shares are not listed on any U.S. national securities exchange, for purposes of independence we use the definition of independence applied by The Nasdaq Stock Market to determine which directors are “independent” in accordance with such definition and have determined that each of Scott Cohen, Michelle Mathews-Spradlin, Kenneth Gilbert are independent under the definition of independence applied by The Nasdaq Stock Market. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICESThe following table sets forth the aggregate fees billed by as described below: 2025 2024 Audit Fees $ 985,569 $ 1,068,955 Audit Related Fees — — Tax Fees — — All Other Fees — — Total $ 985,569 $ 1,068,955 Audit Fees: Audit fees consist of fees for audit services on an accrued basis. Audit-Related Fees: Audit-related fees are fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit of the financial statements. Tax Fees: Tax fees are fees for professional services rendered for tax compliance, tax advice and tax planning. All Other Fees: All other fees are fees billed by the auditor for products and services not included in the foregoing categories. Pre-Approval Policies and Procedures In accordance with the Sarbanes-Oxley Act, our audit committee charter requires the audit committee to pre-approve all audit and permitted non-audit services provided by our independent registered public accounting firm, including the review and approval in advance of our independent registered public accounting firm’s annual engagement letter and the proposed fees contained therein. The audit committee has the ability to delegate the authority to pre-approve non-audit services to one or more designated members of the audit committee. If such authority is delegated, such delegated members of the audit committee must report to the full audit committee at the next audit committee meeting all items pre-approved by such delegated members. In the fiscal years ended December 31, 2025 and 2024 all of the services performed by our independent registered public accounting firm were pre-approved by the audit committee. PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a) The following documents are filed as part of this report: (1)Financial Statements: Page Index to Consolidated Financial Statements: 64 Consolidated Financial Statements: Report of the Independent Registered Public Accounting Firm 65 Consolidated Balance Sheets as of December 31, 2025 and 2024 66 Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024 67 Consolidated Statements of Shareholders’ Equity for the Years ended December 31, 2025 and 2024 68 Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 69 Notes to the Consolidated Financial Statements for the Years Ended December 31, 2025 and 2024 70 The consolidated financial statements required by this Item are included beginning at page 65. (1)Financial Statement Schedules: All financial statement schedules have been omitted because they are not applicable, not required or the information required is shown in the consolidated financial statements or the notes thereto. (b) Exhibits The following documents are included as exhibits to this report. Exhibit No. Title of Document 3.1 Articles of iAnthus Capital Holdings, Inc. (Incorporated by reference to Exhibit 3.1 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 4.1* Description of the Registrant’s Securities 10.1+ Amended and Restated Omnibus Incentive Plan Dated October 15, 2018 (Incorporated by reference to Exhibit 10.1 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.2+ Second Amended and Restated Secured Debenture Purchase Agreement dated July 10, 2020 by and among iAnthus Capital Holdings, Inc., iAnthus Capital Management, LLC, the lenders a party thereto, the credit parties a party thereto and Gotham Green Admin 1, LLC, as collateral agent (Incorporated by reference to Exhibit 10.2 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.3+ Employment Agreement between the Company and Richard C. Proud (Incorporated by reference to Exhibit 10.1 to iAnthus’ Quarterly Report on Form 10-Q filed with the SEC on August 14, 2023) 10.4 Form of Warrant for March and May 2019 Private Placements (Incorporated by reference to Exhibit 10.8 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.5 Form of Warrant for May 2018 and September and December 2019 Private Placements (Incorporated by reference to Exhibit 10.9 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.6 Form of Warrant for MPX Private Placement dated January 19, 2017 (Incorporated by reference to Exhibit 10.10 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.7 Form of Warrant for MPX October 2017 and January 2020 Private Placements (Incorporated by reference to Exhibit 10.11 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.8 Form of Warrant for MPX Private Placement dated March 2, 2018 (Incorporated by reference to Exhibit 10.12 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.9 Form of Warrant for MPX Private Placement dated December 20, 2018 (Incorporated by reference to Exhibit 10.13 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.10 Form of Warrant for MPX June 2018 and January 2019 Private Placements (Incorporated by reference to Exhibit 10.14 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.11 Form of Warrant for MPX Private Placement dated January 4, 2019 (Incorporated by reference to Exhibit 10.15 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.12 Form of Warrant for MPX Private Placement dated January 17, 2018 (Incorporated by reference to Exhibit 10.16 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.13# Third Amended and Restated Secured Debenture Purchase Agreement dated June 24, 2022 by and among the Company, iAnthus Capital Management, LLC, the other Credit Parties party thereto, Gotham Green Admin 1, LLC, as Collateral Agent, and the lenders party thereto (Incorporated by reference to Exhibit 10.1 to iAnthus’ Current Report on Form 8-K filed with the SEC on June 30, 2022) 10.14# Unsecured Debenture Agreement dated June 24, 2022 by and among the Company, as guarantor, iAnthus Capital Management, LLC and the holders of all of the Company’s 8% unsecured debentures (Incorporated by reference to Exhibit 10.2 to iAnthus’ Current Report on Form 8-K filed with the SEC on June 30, 2022) 10.15 Form of 8.0% Senior Secured Debenture (Incorporated by reference to Exhibit 10.3 to iAnthus’ Current Report on Form 8-K filed with the SEC on June 30, 2022) 10.16 Form of 8.0% Senior Unsecured Debenture (Incorporated by reference to Exhibit 10.4 to iAnthus’ Current Report on Form 8-K filed with the SEC on June 30, 2022) 10.17# Registration Rights Agreement dated June 24, 2022 by and among the Company, iAnthus Capital Management, LLC and certain holders (Incorporated by reference to Exhibit 10.5 to iAnthus’ Current Report on Form 8-K filed with the SEC on June 30, 2022) 10.18# Investor Rights Agreement dated June 24, 2022 by and among the Company, iAnthus Capital Management, LLC and certain investors (Incorporated by reference to Exhibit 10.6 to iAnthus’ Current Report on Form 8-K filed with the SEC on June 30, 2022) 10.19+ Employment Agreement by and between iAnthus Capital Management, LLC, including iAnthus Capital Holdings, Inc. and all of its subsidiaries, and Justin Vu dated January 6, 2025 (Incorporated by reference to Exhibit 10.27 to iAnthus’ Form 10 filed with the SEC on March 24, 2025) 10.20+* Fourth Amendment to the Senior Secured Bridge Notes between iAnthus New Jersey, LLC and the holders hereto dated January 28, 2026 14.1 Code of Business Conduct and Ethics (Incorporated by reference to Exhibit 14.1 to iAnthus’ Annual Report on Form 10-K filed with the SEC on April 1, 2021) 19.1* Insider Trading Policy 21.1* Subsidiaries 23.1* Consent of PKF O’Connor Davies, LLP 31.1* Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1* Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 32.2* Certification of the Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 101.INS* Inline XBRL Instance Document – the instance document does not appear in the interactive Data File as its XBRL tags are embedded within the inline XBRL document 101. SCH* Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents 104* Cover page formatted as Inline XBRL and contained in Exhibit 101 * Filed herewith. + Management contract or compensatory plan or arrangement. # Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit were omitted by means of marking such portions with an asterisk because the identified confidential portions (i) are not material and (ii) the Company customarily and actually treats that information as private or confidential. Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the Securities and Exchange Commission. ITEM 16. FORM 10-K SUMMARY None. SIGNATURES Pursuant to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on this 27th day of March, 2026. IANTHUS CAPITAL HOLDINGS, INC. /s/ Richard Proud Richard Proud Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements of the Securities Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Richard Proud Chief Executive Officer March 27, 2026 Richard Proud (Principal Executive Officer) /s/ Justin Vu Chief Financial Officer March 27, 2026 Justin Vu (Principal Financial and Accounting Officer) /s/ Michelle Mathews-Spradlin Chair of the Board March 27, 2026 Michelle Mathews-Spradlin /s/ Scott Cohen Director March 27, 2026 Scott Cohen /s/ Kenneth Gilbert Director March 27, 2026 Kenneth Gilbert /s/ Alexander Shoghi Director March 27, 2026 Alexander Shoghi

^[1]

Massachusetts, USA

^[1]

Mayflower Medicinals, Inc.

100.00%

^[1]

Mayflower Medicinals, Inc.

Massachusetts, USA

Pilgrim Rock Management, LLC

100.00%

Pilgrim Rock Management, LLC

Massachusetts, USA

CGX Life Sciences, Inc. ("CGX")

100.00%

Nevada, USA 100%GreenMart of Nevada NLV, LLC (GMNV) (1) Nevada, USA 100%GTL Holdings, LLC New Jersey, USA 100%iA CBD, LLC (“iA CBD”) New Jersey, USA 100%iAnthus New Jersey, LLC New Jersey, USA 100%MPX New Jersey, LLC (1) New Jersey, USA 100%Citiva Medical, LLC (“Citiva”) New York, USA 100%iAnthus Empire Holdings, LLC New York, USA 100%iAnthus Kentucky, LLC Kentucky, USA 100%iAnthus Delaware, LLC Delaware, USA 100%Cheetah Brand, LLC Delaware, USA 100% (1)Entities acquired as a part of the MPX Bioceutical Corporation (“MPX”) acquisition on February 5, 2019 (the “MPX Acquisition”). During the year ended December 31, 2024, the Company dissolved iAnthus Northern Nevada, LLC, Ambary, LLC and Pakalolo, LLC.(e) Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and judgements that affect the application of accounting policies and the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations regarding future events that are believed to be reasonable under the circumstances. Actual results may differ significantly from these estimates. Significant estimates made by management include, but are not limited to: economic lives of leased assets; inputs used in the valuation of inventory; allowances for expected credit losses on accounts receivable, provisions for inventory obsolescence; impairment assessment of long- lived assets; depreciable lives of property, plant and equipment; useful lives of intangible assets; accruals for contingencies including tax contingencies; valuation allowances for deferred income tax assets; uncertain tax positions; estimates of fair value of identifiable assets and liabilities acquired in business combinations; estimates of fair value of derivative instruments; and estimates of the fair value of stock-based payment awards. (f) Cash and Restricted Cash For purposes of the consolidated balance sheets and the statements of cash flows, cash includes cash and restricted cash amounts held primarily in U.S. dollars. Restricted cash balances are those which meet the definition of cash but are not available for use by the Company. As of December 31, 2025, the Company held $0.2 million as restricted cash (December 31, 2024 — $0.6 million). The following table summarizes a reconciliation of cash and restricted cash reported within the consolidated balance sheets to such amounts presented in the statements of cash flows: December 31, 2025 December 31, 2024 Cash $ 11,650 $ 18,543 Restricted cash 220 556 Total cash and restricted cash presented in the statements of cash flows $ 11,870 $ 19,099 (g) Accounts Receivable The Company assesses its accounts receivables for expected credit losses resulting from the potential uncollectability of specific customer balances, based upon a review of the customer’s creditworthiness and past collection history. The loss-rate method is used to estimate potential losses by applying an estimated loss rate to customer balances to determine the allowance for credit losses. For trade accounts receivable deemed as uncollectible, and arose from the sale of goods or services, the Company will write off the specific balance against the allowance for expected credit losses when it is known that a provided amount will not be collected.(h) Inventories Inventory is comprised of supplies, raw materials, finished goods and work-in-process such as harvested cannabis plants and by-products to be harvested. Inventory is valued at the lower of cost, determined on standard cost which approximates weighted average costing, and net realizable value. The direct and indirect costs of inventory initially include the costs to cultivate the harvested plants at the time of harvest. They also include subsequent costs such as materials, labor, and overhead involved in processing, packaging, labeling, and inspection to turn raw materials into finished goods. All direct and indirect costs related to inventory are capitalized as they are incurred and are subsequently recorded within costs and expenses applicable to revenues on the consolidated statements of operations at the time of sale. Net realizable value is determined as the estimated selling price less a reasonable estimate of the costs of completion, disposal, and transportation. The Company reviews inventory for obsolete, redundant and slow-moving goods and any such inventories are written down to net realizable value. Factors considered in determining obsolescence include, but are not limited to, slow-moving inventory or products that can no longer be marketed. As such, any identified slow moving and/or obsolete inventory is written down to its net realizable value through costs and expenses applicable to revenues on the consolidated statements of operations. (i) Investments The Company currently accounts for its equity-accounted investments using the equity method of accounting in accordance with Accounting Standards Codification (“ASC”) Topic 323 Investments. Investments are initially recognized at cost. Subsequent to initial recognition, the carrying value of the Company’s investments are adjusted for the Company’s share of income or loss and distributions each reporting period. The carrying value of the Company’s investments are assessed for indicators or impairment at each balance sheet date. The Company applies fair value accounting for its other investments recognized as financial assets that are disclosed at fair value in the financial statements on a recurring basis. Fair value is defined as the price that would be received from selling an asset in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets that are required to be recorded at fair value, the Company considers all related factors of the asset by market participants in which the Company would transact and the market-based risk measurements or assumptions of market participants. (j) Property, Plant and Equipment Property, plant and equipment are recorded at historical cost net of accumulated depreciation, write-downs and impairment losses. Depreciation is calculated on a straight-line basis over the estimated useful life as follows: Buildings 20 - 25 years Leasehold improvements over the shorter of the initial term of the underlying lease plus any reasonably assured renewal terms, and the useful life of the asset Production equipment 5 years Processing equipment 5 years Sales equipment 3 - 5 years Office equipment 3 - 5 years Land not depreciated Construction in progress not depreciated When significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items or components of property, plant and equipment and each major component is assigned an appropriate useful life. Gains and losses on disposal of an item are determined by comparing the proceeds from disposal with the carrying amount of the item and are recognized in profit or loss. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the respective accounts and any related gain or loss is recognized in the consolidated statements of operations. Maintenance and repairs are charged to expense as incurred. Significant expenditures, which extend the useful lives of assets or increase productivity, are capitalized. Construction in progress includes construction progress payments, deposits, engineering costs, and other costs directly related to the construction of cultivation, processing or dispensary facilities. Expenditures are capitalized during the construction period and construction in progress is transferred to the appropriate class of property, plant and equipment when the assets are available for use, at which point the depreciation of the asset commences. The Company reviews the carrying values of its property, plant and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group might not be recoverable. Assets are grouped at the lowest level for which identifiable cash flows are largely independent when testing for, and measuring for, impairment. In performing its review of recoverability, the Company estimates the future cash flows expected to result from the use of the asset or asset group and its eventual disposition. If the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset or asset group, an impairment loss is recognized in the consolidated statements of operations. Measurement of the impairment loss is based on the excess of the carrying amount of the asset or asset group over the fair value calculated using discounted expected future cash flows. A liability for the fair value of an asset retirement obligation associated with the retirement of tangible long-lived assets and the associated asset retirement costs are recognized in the period in which the liability and costs are incurred if a reasonable estimate of fair value can be made using a discounted cash flow model. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset and subsequently amortized over the asset’s useful life. The liability is accreted over the period of expected cash outflows. The Company does not have any asset retirement obligations as of December 31, 2025 and 2024.(k) LeasesThe Company leases some items of property, plant and equipment, office, cultivation, processing and dispensary space. On the lease commencement date, a lease is classified as a finance lease or an operating lease based on the classification criteria of the lease guidance under U.S. GAAP. As of January 1, 2019, the Company adopted Financial Accounting Standard Board (“FASB”) ASC Topic 842 Leases (“ASC 842”) and applied the lease classification criteria contained therein for any new leases. Upon adoption of ASC 842, the Company recorded right-of-use (“ROU”) assets for all of its leased assets classified as operating leases. The ROU assets were computed as the present value of future minimum lease payments, including additional payments resulting from a change in an index such as a consumer price index or an interest rate, plus any prepaid lease payments minus any lease incentives received. A lease liability was also recorded at the same time. No ROU asset is recorded for leases with a lease term, including any reasonably assured renewal terms, of 12 months or less. Upon adoption of ASC 842, the Company also recorded lease liabilities computed as the present value of future minimum lease payments, including additional payments resulting from a change in an index or an interest rate. Lease liabilities are amortized using the effective interest method. Amortization on the ROU asset is calculated as the difference between the expected straight-line rent expense over the lease term less the accretion on the lease liability. (l) Intangible Assets Intangible assets with a finite life are recorded at cost and are amortized on a straight-line basis over their estimated useful lives. Intangible assets with an indefinite life are not amortized and are assessed annually for impairment, or more frequently if indicators of impairment arise. The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. The Company capitalizes certain internal-use software development costs, consisting primarily of contractor costs and employee salaries and benefits allocated to the software. Capitalization of costs incurred in connection with internally developed software commences when both the preliminary project stage is completed and management has authorized further funding for the project, based on a determination that it is probable the project will be completed and used to perform the function intended. Capitalization of costs ceases no later than the point at which the project is substantially complete and ready for its intended use. All other costs are expensed as incurred. Amortization is calculated on a straight-line basis over three years. Costs incurred for enhancements that are expected to result in additional functionalities are capitalized.Intangible assets mainly comprise of licenses acquired in business combinations. Licenses are amortized over 15 years, which reflects the useful lives of the assets. Trademarks are amortized over 7 to 15 years, and all other intangible assets with a finite life are amortized over 1 to 5 years. The Company reviews the carrying values of its intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group might not be recoverable. Assets are grouped at the lowest level for which identifiable cash flows are largely independent when testing for, and measuring for, impairment. In performing its review for recoverability, the Company estimates the future cash flows expected to result from the use of the asset or asset group and its eventual disposition. If the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset or asset group, an impairment loss is recognized in the consolidated statements of operations. Measurement of the impairment loss is based on the excess of the carrying amount of the asset or asset group over the fair value calculated using discounted expected future cash flows. (m) GoodwillGoodwill represents the excess of the purchase price paid for the acquisition of an entity over the fair value of the net tangible and intangible assets acquired. Goodwill is allocated to a specific reporting unit or allocated between reporting units based on the relative fair value of each reporting unit. Goodwill is not subject to amortization and is tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Impairment is determined for goodwill by assessing if the carrying value of a reporting unit, including the allocated goodwill, exceeds its recoverable amount determined as the greater of the estimated fair value less costs to sell and the value in use. Impairment losses recognized in respect of a reporting unit are first allocated to the carrying value of goodwill and any excess is allocated to the carrying amount of assets in the reporting unit. Any goodwill impairment is recorded in impairment loss within the consolidated statement of operations in the period in which the impairment is identified. Impairment losses on goodwill are not subsequently reversed.As of December 31, 2025, the Company recognized $1.6 million of goodwill from its Cheetah Acquisition (as defined in Note 4 below).(n) Assets Held For Sale The Company classifies assets held for sale in accordance with ASC Topic 360 Property, Plant and Equipment. When the Company makes the decision to sell an asset, the Company assesses if such asset should be classified as an asset held for sale. To classify as an asset held for sale, the asset or disposal group must meet all of the following conditions: i) management, having the authority to approve the action, commits to a plan to sell the asset, ii) the asset is available for immediate sale in its present condition, subject to certain customary terms, iii) an active program to locate a buyer and other actions required to complete the plan to sell the asset have been initiated, iv) the sale of the asset is probable and the transfer of the asset is expected to qualify for recognition as a completed sale, within one year, subject to certain exceptions, v) the asset is being actively marketed for sale at a price that is reasonable in relation to its current value, and vi) actions required to complete the plan indicate that it is unlikely that the plan will be significantly changed or withdrawn. Assets held for sale are measured at the lower of their carrying amount or fair value less cost to sell (“FVLCTS”). FVLCTS is the amount obtainable from the sale of the asset in an arm’s length transaction, less the costs of disposal. Once classified as held for sale, any depreciation and amortization on an asset cease to be recorded. There were no assets or liabilities classified as held for sale as of December 31, 2025 (December 31, 2024— $23.6 million). (o) Income Taxes Income taxes are accounted for under the asset and liability method whereby deferred income tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the accounting and tax bases of assets and liabilities and net operating loss carryforwards. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates or laws is recognized in the consolidated statements of operations in the period in which the change is enacted.The Company assesses realization of deferred income tax assets and, based on all available evidence, concludes whether it is more likely than not that the net deferred income tax assets will be realized. A valuation allowance is provided for the amount of deferred income tax assets not considered to be realizable. The Company has elected to classify interest and penalties related to income tax liabilities, when applicable, as part of the income tax expense within its consolidated statements of operations. The Company is subject to ongoing tax exposures, examinations and assessments in various jurisdictions. Accordingly, the Company may incur additional tax expense based upon the outcomes of such matters. The Company follows the provisions of ASC Topic 740, Accounting for Income Taxes ("ASC Topic 740"). ASC Topic 740 clarifies the accounting for uncertainties in income taxes recognized in a Company’s consolidated financial statements. ASC Topic 740 also prescribes a recognition threshold and measurement attribute for the consolidated financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740 provides guidance on derecognition, classification, interest and penalties, disclosures and transition. As required by the uncertain tax position guidance in ASC Topic 740, the Company recognized the benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant tax authority. (p) Revenue Recognition The Company recognizes revenue under the provision of ASC 606—Revenue from Contracts with Customers. The Company generates revenue primarily from the sale of cannabis, cannabis related products and provision of services. The Company uses the following five-step contract-based analysis of transactions to determine if, when and how much revenue can be recognized: 1.Identify the contract with a customer; 2.Identify the performance obligation(s) in the contract; 3.Determine the transaction price; 4.Allocate the transaction price to the performance obligation(s) in the contract; and 5.Recognize revenue when or as the Company satisfies the performance obligation(s). Revenue from the sale of cannabis is generally recognized when control over the goods has been transferred to the customer. Payment for medical sales is typically due prior to shipment for wholesale orders and at point-of-sale for retail orders. Payment for wholesale transactions is due within a specified time period as permitted by the underlying agreement and the Company’s credit policy upon the transfer of goods to the customer. The Company generally satisfies its performance obligation and transfers control to the customer upon delivery and acceptance by the customer. Revenue is recorded at the estimated amount of consideration to which the Company expects to be entitled. Substantially all of the Company’s sales are single performance obligations arrangements for which the transaction price is equivalent to the stated price of the products net of any stated discounts applicable at point of sale. Revenue is recognized net of sales incentives and returns, after discounts. The Company offers loyalty reward programs to its retail customers across several of its dispensaries. A portion of the revenue generated in a sale must be allocated to the loyalty points earned. The amount allocated to the points earned is deferred until the loyalty points are redeemed or expired at the end of each fiscal year. As of December 31, 2025 and 2024, the loyalty liability totaled $Nil and $1.1 million, respectively, and is included in accrued and other current liabilities on the consolidated balance sheets.(q) Costs and Expenses Applicable to Revenues Costs and expenses applicable to revenues represents costs directly related to processing and distribution of the Company’s products. Primary costs include raw materials, packaging, direct labor, overhead, and shipping and handling. Manufacturing overhead and related expenses include salaries, wages, employee benefits, utilities, maintenance and property taxes. The Company recognizes the costs and expenses applicable to revenues at the time the related revenues are recognized. (r) Foreign Currency Translation The functional and reporting currency of the Company is the U.S. dollar. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the foreign exchange rates prevailing at the end of the period. Non-monetary assets and liabilities measured at historical cost are translated using the exchange rate at the date of the transaction. Realized and unrealized foreign exchange gains and losses are included in the determination of earnings in the period in which they arise. (s) Share-based Compensation The Company has a share-based compensation plan which includes options and restricted stock units (“RSUs”). Share-based awards are measured at the fair value of the awards at the grant date and recognized as expense over the requisite service periods in the Company’s consolidated statements of operations. The fair value of options is determined using the Black-Scholes option pricing model which incorporates all market vesting conditions. The number of options expected to vest is reviewed and adjusted at the end of each reporting period such that the amount recognized for services received as consideration for the share-based awards granted shall be based on the number of awards that eventually vest. Amounts recorded for forfeited or expired unexercised options are accounted for in the year of forfeiture. Upon the exercise of stock options, consideration received on the exercise of share-based awards is recorded as paid-in-capital. The fair value of RSUs is determined using the Company’s closing stock price on the grant date. Share-based compensation expense includes compensation cost for employee awards granted and all modified or cancelled awards. In addition, compensation expense includes the compensation cost, based on the grant-date fair value calculated under FASB ASC Topic 718 Share-based payments (“ASC Topic 718”). Share-based compensation expense is not adjusted for estimated forfeitures, but instead adjusted upon an actual forfeiture of a stock option. The Company utilizes the risk-free rate determined by the market yield on United States Treasury marketable bonds over the contractual term of the instrument being issued. The critical assumptions and estimates used in determining the fair value of share-based compensation include: expected life of options, volatility of the Company’s future share price, risk-free rate, future dividend yields and estimated forfeitures at the initial grant date. Changes in assumptions used to estimate fair value could result in materially different results. The Company’s policy is to issue new common shares from treasury to satisfy stock options which are exercised. The Company recognizes compensation expense for RSUs and options on a straight-line basis over the requisite service period for awards that vest solely based on a service condition. Compensation expense for awards that vest based on both service and performance conditions are recognized over the requisite service period of the award using the graded vesting method. Non-market vesting conditions are included in the assumptions about the number of options that are expected to become exercisable. Any cumulative adjustment prior to vesting is recognized in the current period. No adjustment is made to any expense recognized in prior periods if share options ultimately exercised are different to that estimated on vesting. (t) Contingent Liabilities In accordance with the FASB ASC Topic 450 Contingencies, the Company will make a provision for a liability when it is both probable that a loss has been incurred and the amount of the loss can be reasonably estimated. The Company reviews these provisions in conjunction with any related provisions on assets related to the claims at least quarterly and adjusts these provisions to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel and other pertinent information related to the case. The Company expenses legal costs relating to its lawsuits, claims and proceedings as incurred. (u) Business Combinations In accordance with the FASB ASC Topic 805 Business Combinations (“ASC 805”), the Company allocates the fair value of purchase consideration to the tangible and intangible asset purchased and the liabilities assumed on the basis of their fair values at the date of acquisition. The determination of fair values of assets acquired and liabilities assumed requires estimates and the use of valuation techniques when a market value is not readily available. Any excess of purchase price over the fair value of net tangible and intangible assets acquired is allocated to goodwill. If the Company obtains new information about the facts and circumstances that existed as of the acquisition date during the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed. (v) Change in Accounting EstimateUpon adoption of Accounting Standards Codification ("ASC") Topic 330 “Inventory”, the Company elected to follow an accounting policy related to inventory to be valued at the lower of cost, determined on a weighted average cost basis, and net realizable value.Effective January 1, 2025, the Company began estimating the value of its inventory under standard costing which approximates weighted average cost. It is noted that inventory will continue to be carried at the lesser of cost and net realizable value and that both approaches continue to use full absorption costing to allocate all direct and indirect overhead into the valuation inventory. However, using predetermined standard costs offers consistency and accuracy in inventory valuation and offers better analysis of variances between standard and actual costs. The predetermined costs are reviewed and updated on a periodic basis to determine whether variances reflect part of the normal cost of production, and should therefore be reflected as inventory value, or whether they are a period cost and should thus not be included in inventory.The Company accounted for this change as a change in accounting estimate and, accordingly, applied it on a prospective basis. This change in estimate did not have any material impact on the Company’s consolidated statements of operations for the year ended December 31, 2025. The Company expects this change in accounting estimate to remain immaterial in future periods. Note 3 – New Accounting Standards and Accounting Changes Adoption of New Accounting Policies In November 2023, the FASB issued ASU 2023-07 Segment Reporting (Topic 280). All public entities will be required to report segment information in accordance with the new guidance starting in annual periods beginning after December 15, 2023. The amendments improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The Company adopted the new standard in the fourth quarter of 2024. The adoption did not have any material impact on the Company's consolidated financial statements.In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740). For public business entities, the amendments are effective for annual periods beginning after December 15, 2024. The amendments address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This amendment also looks to improve the effectiveness of income tax disclosures. The Company adopted the new standard and noted that it did not have any material impact on the Company's consolidated financial statements.In March 2024, the FASB issued ASU 2024-02, Codification Improvements. Public entities must adopt the amendments for annual periods beginning after December 15, 2024. The standard removes outdated glossary references, streamlining Codification content. The Company adopted the new standard in the fourth quarter of 2025. The adoption did not have any material impact on the Company's consolidated financial statements.Recently Issued FASB Accounting Standard Updates In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income (Topic 220). Public entities must comply with the amendments for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The update enhances disclosure requirements by requiring detailed breakdowns of material expense categories. The Company is determining the effects of adoption on its financial reporting practices.In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient for estimating expected credit losses on current trade receivables and contract assets under ASC 606. The amendments are effective for annual reporting periods beginning after December 15, 2025, and the Company is evaluating the impact of adoption.In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to Accounting for Internal-Use Software, which replaces the existing three-stage model with a single “probable-to-complete” capitalization threshold and incorporates website development into the same guidance. The amendments are effective for annual reporting periods beginning after December 15, 2027, and the Company is evaluating the impact of adoption.In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. Public entities must adopt the amendments for annual reporting periods beginning after December 15, 2027, and interim periods within those annual periods. The update clarifies interim disclosure requirements and introduces a principle to disclose material events and transactions that have occurred since the end of the prior fiscal year. The Company is evaluating the impact of these improvements on its future interim financial reporting disclosures.In January 2026, the FASB issued ASU 2025-12, Codification Improvements. The amendments are effective for annual reporting periods beginning after December 15, 2026. The standard addresses technical corrections and clarifications across various topics, including the calculation of diluted earnings per share when an entity reports a loss from continuing operations. The Company is in the process of determining the effects adoption of this amendment, but expects no significant impact on its consolidated financial statements.Note 4 – Acquisitions Cheetah Acquisition On December 30, 2024, the Company entered into an Asset Purchase Agreement (the "Cheetah Purchase Agreement") with Cheetah Enterprises, Inc. (the "Cheetah Seller"), pursuant to which, the Company acquired substantially all the assets related to the Cheetah Seller's wholesale business, including the manufacture, marketing, and sale of cannabis distillate vaporize products in the states of Illinois and Pennsylvania under the "Cheetah" brand (the "Brand"), but excluding certain excluded assets (the "Cheetah Purchased Assets") together with certain assumed liabilities related to the Cheetah Purchased Assets. The purchase price (the "Purchase Price") for the Cheetah Purchased Assets is approximately $3.5 million, and includes (i) common shares at an aggregate deemed value of approximately $1.5 million, which the Company recorded at a fair value on acquisition of $1.2 million, to be issued in three (3) tranches; (ii) upon the completion of certain performance benchmarks (if the Brand does not meet the performance benchmark by the payment date, such payment date will be delayed until the later of (x) thirty (30) days or (y) until such time the Brand achieves the applicable performance benchmark; provided, the full cash consideration shall not be delayed more than twenty-four (24) months after closing); and (iii) additional consideration based on EBITDA generated by the Brand (the "Earn-Out") over the next three years which is payable annually in cash, with the final payment due on or before April 1, 2028.The Company has determined that the acquisition of the Cheetah Purchased Assets (the "Cheetah Acquisition") is a business combination under ASC 805 whereby the total consideration is recorded by allocating the purchase consideration to the net assets and liabilities acquired based on their estimated fair values at the acquisition date. At the date of acquisition, management allocated the initial purchase price based on the estimated fair value of the identifiable assets and liabilities assumed on the acquisition date. The purchase price allocation was subsequently finalized as shown in the table below: Consideration: Cash consideration - paid $ 2,000 Common stock - issued 1,167 Additional earn-out consideration 3,127 Fair value of consideration $ 6,294 Estimated fair values of net assets acquired and liabilities assumed: Cash $ 45 Receivables and prepaid assets 340 Inventory 6 Operating lease right-of-use assets, net 42 Accounts payable (301 ) Accrued and other current liabilities (86 ) Intangible assets 4,690 Net assets acquired $ 4,736 Goodwill $ 1,558 The following table summarizes the final adjustments made to the provisional purchase price allocation: Preliminary allocation at acquisition Adjustments As adjusted Cash consideration - paid $ 675 $ 1,325 $ 2,000 Cash consideration - accrued 1,325 (1,325 ) — Common stock - issued — 1,167 1,167 Common stock - issuable 1,167 (1,167 ) — Inventory 106 (100 ) 6 Intangible assets — 4,690 4,690 Goodwill 6,148 (4,590 ) 1,558 The intangible assets recognized from the acquisition relate to trade names and other intellectual property and recipes used under the Cheetah brand. The goodwill recognized from the acquisition is attributable to the assembled workforce and synergies expected from integrating Cheetah into the Company’s existing business. The goodwill acquired is not deductible for tax purposes.Total purchase consideration transferred at closing also included additional Earn-Out that had a fair value of $3.1 million as of the acquisition date. The acquisition date fair value of the Earn-Out was determined based on the Company’s assessment of the probability of achieving the performance targets that ultimately obligate the Company to transfer additional consideration to the seller. The Earn-Out is comprised of certain EBITDA targets to be achieved by the Brand and is paid annually in cash, commencing April 1, 2026 for the preceding fiscal year. Subsequent remeasurement of the Earn-Out will be remeasured at the end of each reporting period with any gains or losses recognized in interest and other income and expenses within the consolidated statement of operations. Refer to Note 12 for further discussion on contingent consideration. Total acquisition-related costs incurred during the year ended December 31, 2025, were $Nil (December 31, 2024 - less than $0.1 million), which were recorded within selling, general and administrative expenses on the consolidated statement of operations.Pro forma financial information is not disclosed as the results are not material to the Company’s consolidated financial statements.Note 5 – Leases The Company mainly leases office space and cannabis cultivation, processing and retail dispensary space. Leases with an initial term of less than 12 months are not recorded on the consolidated balance sheets. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. Most leases include one or more options to renew, with renewal terms that can extend the lease term from one to five years or more. The Company has determined that it was reasonably certain that the renewal options on the majority of its cannabis cultivation, processing and retail dispensary space would be exercised based on previous history and knowledge, current understanding of future business needs and the level of investment in leasehold improvements, among other considerations. The incremental borrowing rate used in the calculation of the lease liability is based on the rate available to the parent company. The depreciable life of assets and leasehold improvements are limited by the expected lease term. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Certain subsidiaries of the Company rent or sublease certain office space to/from other subsidiaries of the Company. These intercompany subleases are eliminated on consolidation and have lease terms ranging from less than 1 year to 15 years. The components of lease expense are as follows: Year Ended December 31, 2025 2024 Operating lease costs(1) Selling, general and administrative expenses $ 6,876 $ 6,863 Costs and expenses applicable to revenues 688 1,405 Total lease cost $ 7,564 $ 8,268 (1)Includes short-term leases and variable lease costs for the years ended December 31, 2025 and 2024. The Company entered into multiple sublease agreements pursuant to which it serves as lessor to the sublessees. For the year ended December 31, 2025, the Company recorded sublease income of $0.9 million (December 31, 2024—$1.0 million), which is included in the interest and other income line on the consolidated statements of operations.Operating cash flows from operating leases for the year ended December 31, 2025 was $7.0 million (December 31, 2024 - $7.5 million).Supplemental balance sheet information related to leases is as follows: Balance Sheet Information Classification December 31, 2025 December 31, 2024 Operating lease right-of-use assets, net Operating leases $ 29,436 $ 24,012 Lease liabilities Current portion of operating lease liabilities Operating leases $ 7,195 $ 6,534 Long-term portion of operating lease liabilities Operating leases 26,778 21,599 Total $ 33,973 $ 28,133 Maturities of lease liabilities for operating leases as of December 31, 2025, were as follows: Operating Leases 2026 $ 7,195 2027 6,849 2028 6,883 2029 6,668 2030 5,987 Thereafter 45,951 Total lease payments $ 79,533 Less: interest expense (45,560 ) Present value of lease liabilities $ 33,973 Weighted-average remaining lease term (years) 11.4 Weighted-average discount rate 18 % Note 6 – Inventories, net Inventories is comprised of the following items: December 31, 2025 December 31, 2024 Supplies $ 6,249 $ 4,134 Raw materials 3,419 3,815 Work in process 5,515 5,194 Finished goods 7,198 9,570 Inventory reserve (129 ) (247 ) Total $ 22,252 $ 22,466 Inventories are written down for any obsolescence or when the net realizable value considering future events and conditions is less than the carrying value. For the year ended December 31, 2025, the Company recorded $Nil (December 31, 2024 – $0.4 million), related to spoiled inventory in costs and expenses applicable to revenues on the consolidated statements of operations. The Company had implemented a change in accounting estimate with respect to the valuation of inventory. Refer to Note 2(v) for further details. Note 7 – Property, Plant and Equipment As of December 31, 2025 Cost Accumulated Depreciation Net Book Value Buildings $ 79,957 $ 14,700 $ 65,257 Leasehold improvements 50,142 28,898 21,244 Production equipment 6,176 1,709 4,467 Processing equipment 5,953 2,072 3,881 Sales equipment 1,155 822 333 Office equipment 7,741 5,816 1,925 Land 2,716 — 2,716 Construction in progress 4,909 — 4,909 Total $ 158,749 $ 54,017 $ 104,732 As of December 31, 2024 Cost Accumulated Depreciation Net Book Value Buildings $ 71,870 $ 11,970 $ 59,900 Leasehold improvements 41,439 26,057 15,382 Production equipment 2,403 1,324 1,079 Processing equipment 2,801 1,559 1,242 Sales equipment 896 784 112 Office equipment 6,551 5,352 1,199 Land 2,716 — 2,716 Construction in progress 5,858 — 5,858 Total $ 134,534 $ 47,046 $ 87,488 For the year ended December 31, 2025, the Company recorded depreciation expense on property, plant, and equipment of $7.0 million (December 31, 2024— $8.8 million). During the year ended December 31, 2025, the Company disposed $1.4 million of property, net (December 31, 2024—$0.2 million), primarily related to the sale of facility equipment, with total consideration of approximately $0.6 million, resulting in a loss of $0.8 million, which is included within "write-downs, recoveries, and other charges, net" on the consolidated statements of operations.Capital expenditure additions during the year ended December 31, 2025 amounted to $25.7 million (December 31, 2024—$5.5 million) to fund various cultivation, processing and dispensary projects, of which $1.9 million (December 31, 2024 - $0.5 million) is currently unpaid and outstanding.Note 8 – Intangible Assets and Goodwill As of December 31, 2025 Cost Accumulated Amortization Net Book Value Licenses $ 114,418 $ 52,184 $ 62,234 Trademarks 15,801 11,643 4,158 Other 3,862 2,778 1,084 $ 134,081 $ 66,605 $ 67,476 As of December 31, 2024 Cost Accumulated Amortization Net Book Value Licenses $ 114,418 $ 44,550 $ 69,868 Trademarks 11,111 9,451 1,660 Other 3,726 2,392 1,334 $ 129,255 $ 56,393 $ 72,862 During the year ended December 31, 2025, the Company recorded $4.8 million in intangible asset additions (December 31, 2024—$0.2 million), which is primarily attributable to the Cheetah acquisition and other internal-use software. The weighted average remaining amortization period for these additions is 12 years as of December 31, 2025. Amortization expense for the years ended December 31, 2025 and 2024 was $10.2 million and $13.9 million, respectively.The estimated amortization expense for each of the years ended December 31, as follows: 2026 $ 8,697 2027 8,625 2028 8,599 2029 8,238 2030 8,238 Thereafter 25,081 The following table summarizes the balances of goodwill as of December 31, 2025 and 2024: As of December 31, 2025 2024 Balance, beginning of year $ 6,148 $ — Acquisition of Cheetah — 6,148 Reclassification - Cheetah intangible assets (4,590 ) — Impairment loss — — Total $ 1,558 $ 6,148 Note 9 - Long-Term Debt The following table summarizes long term debt outstanding as of December 31, 2025 and 2024: Secured Notes June Secured Debentures Additional Secured Debentures June Unsecured Debentures Other Total As of January 1, 2025 $ 14,968 $ 114,298 $ 30,615 $ 21,750 $ 696 $ 182,327 Paid-in-kind interest — 10,213 2,560 2,048 — 14,821 Accretion of balance 746 3,086 — 1,057 — 4,889 Debt extinguishment — — — — (686 ) (686 ) Debt repayment (7,355 ) — — — (10 ) (7,365 ) As of December 31, 2025 $ 8,359 $ 127,597 $ 33,175 $ 24,855 $ — $ 193,986 Secured Notes June Secured Debentures Additional Secured Debentures June Unsecured Debentures Other Total As of January 1, 2024 $ 15,565 $ 101,856 $ 28,247 $ 18,856 $ 752 $ 165,276 Carrying value of financial liabilities issued 14,345 — — — — 14,345 Paid-in-kind interest 239 9,449 2,368 1,895 — 13,951 Accretion of balance 632 2,993 — 999 — 4,624 Debt extinguishment (15,813 ) — — — — (15,813 ) Deconsolidation — — — — — — Debt repayment — — — — (56 ) (56 ) As of December 31, 2024 $ 14,968 $ 114,298 $ 30,615 $ 21,750 $ 696 $ 182,327 As of December 31, 2025, the total and unamortized debt discount costs were $21.9 million and $6.5 million, respectively (December 31, 2024— $21.9 million and $11.4 million, respectively).As of December 31, 2025, total interest paid on long-term debt was $1.5 million (December 31, 2024 - $1.5 million).(a) iAnthus New Jersey, LLC Senior Secured Bridge Notes On February 2, 2021, iAnthus New Jersey, LLC ("INJ") issued an aggregate of $11.0 million of senior secured bridge notes ("Senior Secured Bridge Notes") which initially matured on the earlier of (i) February 2, 2023, (ii) the date on which the Company closes a Qualified Financing (as defined below) and (iii) such earlier date that the principal amount may become due and payable pursuant to the terms of such notes. The Senior Secured Bridge Notes initially accrued interest at a rate of 14.0% per annum, decreasing to 8.0% upon the closing of the Recapitalization Transaction (increasing to 25.0% per annum in the event of default). “Qualified Financing” means a transaction or series of related transactions resulting in net proceeds to the ICH of not less than $10 million from the subscription of the ICH's securities, including, but not limited to, a private placement or rights offering.On February 2, 2023, ICH and INJ entered into an amendment (the “Amendment”) to the Senior Secured Bridge Notes with all of the holders of the Senior Secured Bridge Notes. Pursuant to the Amendment, the maturity date of the Senior Secured Bridge Notes was extended until February 2, 2024, the interest on the principal amount outstanding was increased to a rate of 12.0% per annum, and an amendment fee equal to 10.0% of the principal amount outstanding of the Senior Secured Bridge Notes as of February 2, 2023 or $1.4 million in the aggregate, was added to such notes such that it will become due and payable on the extended maturity date.On February 2, 2024, in order to facilitate the 2024 NJ Amendment (as defined below), the parties agreed to a short-term extension of the maturity date from February 2, 2024 to February 16, 2024. On February 16, 2024, ICH and INJ entered into another amendment (the"2024 NJ Amendment") to the Senior Secured Bridge Notes. Pursuant to the 2024 NJ Amendment, the maturity date of the Senior Secured Bridge Notes was extended from February 16, 2024 to February 16, 2026 and the interest rate of the Senior Secured Bridge Notes remained at 12% per annum, but the interest accruing after February 16, 2024 will be payable in quarterly cash payments (the first interest payment being on May 16, 2024). In addition, the 2024 NJ Amendment provides for an amendment fee equal to 10% of the principal amount of the Senior Secured Bridge Notes as of the date of the 2024 NJ Amendment, or $1.6 million in the aggregate, which is satisfied through the issuance of ICH's common shares at a price per share equal to the volume-weighted average trading price of ICH's common shares on the CSE for the twenty (20) consecutive trading days immediately prior to the date of the 2024 NJ Amendment. Lastly, ICH and INJ agreed to utilize twenty-five percent (25%) of Non-Operational Receipts in excess of $5.0 million to make payments towards the principal amount outstanding under the Senior Secured Bridge Notes, without penalty. For purposes of the 2024 NJ Amendment, "Non-Operational Cash Receipts" means cash ICH received which is not derived from the sale of cannabis products in the ordinary course of business of ICH, whether through retail, wholesale or otherwise. As of December 31, 2025, a total amount of $7.4 million (December 31, 2024 - $Nil) has been paid from Non-Operational Receipts.In accordance with debt extinguishment accounting guidance outlined in ASC 470 "Debt", the terms of the Senior Secured Bridge Notes were materially modified pursuant to both the Amendment and 2024 NJ Amendment and as such, for the year ended December 31, 2025, the Company recorded a loss on debt extinguishment of $Nil, (December 31, 2024 - $0.1 million), on the consolidated statements of operations.The amended host debt, classified as a liability using the guidance of ASC 470, was recognized at the carrying value of $14.3 million.For the year ended December 31, 2025, interest expense of $1.4 million (December 31, 2024—$1.9 million), and accretion expense of $0.7 million (December 31, 2024—$0.6 million), were recorded on the consolidated statements of operations.The Senior Secured Bridge Notes are secured by a security interest in certain assets of INJ. ICH provided a guarantee in respect of all of the obligations of INJ under the Senior Secured Bridge Notes, and the Company is in compliance with the terms of the Senior Secured Bridge Notes as of December 31, 2025. The Senior Secured Bridge Notes are classified as long-term debt, net of issuance costs on the consolidated balance sheets, pursuant to the 2026 Bridge Notes Amendment (as defined in Note 18).Certain of the Secured Lenders, including Gotham Green Fund II, L.P., Gotham Green Fund II (Q), L.P., Oasis Investments II Master Fund LTD., Senvest Global (KY), LP, Senvest Master Fund, LP and Hadron Healthcare and Consumer Special Opportunities Master Fund, held greater than 5.0% of the outstanding common shares of the Company upon closing of the Recapitalization Transaction. As principal owners of the Company, these lenders are considered to be related parties.(b) June Secured Debentures On June 24, 2022 in connection with the closing of the Recapitalization Transaction, the Company entered into the Secured Debenture Purchase Agreement (the "Secured DPA"), between ICM, the other Credit Parties (as defined in the Secured DPA), the Collateral Agent, and the lenders party thereto (the “New Secured Lenders”) pursuant to which ICM issued the June Secured Debentures in the aggregate principal amount of $99.7 million which accrue interest at the rate of 8.0% per annum increasing to 11.0% per annum upon the occurrence of an Event of Default (as defined in the Secured DPA), with a maturity date of June 24, 2027. The June Secured Debentures may be prepaid on a pro rata basis from and after the third anniversary of the Closing Date of the Recapitalization Transaction upon prior written notice to the New Secured Lenders without premium or penalty.The host debt, classified as a liability using the guidance of ASC 470, was recognized at the carrying value of $84.5 million.Interest is to be paid in kind by adding the interest accrued on the principal amount on the last day of each fiscal quarter (the first such interest payment date being June 30, 2022) and such amount thereafter becoming part of the principal amount, which will accrue additional interest. Interest paid in kind will be payable on the date when all of the principal amount is due and payable. For the year ended December 31, 2025, interest expense and accretion expense of $10.2 million and $3.1 million, respectively, were recorded on the consolidated statements of operations (December 31, 2024—$9.4 million and $3.0 million, respectively). The terms of the Secured DPA impose certain restrictions on the Company’s operating and financing activities, including certain restrictions on the Company’s ability to: incur certain additional indebtedness; grant liens; make certain dividends and other payment restrictions affecting the Company’s subsidiaries; issue shares or convertible securities; and sell certain assets. The June Secured Debentures are secured by all current and future assets of the Company and ICM. The terms of the Secured DPAs do not have any financial covenants or market value test and ICM is in compliance with the terms of the June Secured Debentures as of December 31, 2025. The June Secured Debentures are classified as long-term debt, net of issuance costs on the consolidated balance sheets. Certain of the New Secured Lenders that hold the June Secured Debentures, including Gotham Green Fund 1, L.P., Gotham Green Fund 1 (Q), L.P., Gotham Green Fund II, L.P., Gotham Green Fund II (Q), Gotham Green Credit Partners SPV 1, L.P., Gotham Green Partners SPV V, L.P., L.P., and Parallax Master Fund, LP, held greater than 5.0% of the outstanding common shares of the Company upon the closing of the Recapitalization Transaction. As principal owners of the Company, certain of the New Secured Lenders are considered to be related parties.(c) June Unsecured Debentures On June 24, 2022 in connection with the closing of the Recapitalization Transaction, the Company entered into the Unsecured Debenture Purchase Agreement (the "Unsecured DPA"), pursuant to which ICM issued June Unsecured Debentures in the aggregate principal amount of $20.0 million which accrue interest at the rate of 8.0% per annum increasing to 11.0% per annum upon the occurrence of an Event of Default (as defined in the Unsecured DPA), with a maturity date of June 24, 2027. The June Unsecured Debentures may be prepaid on a pro rata basis from and after the third anniversary of the Closing Date of the Recapitalization Transaction upon prior written notice to the Unsecured Lender without premium or penalty.The host debt, classified as a liability using the guidance of ASC 470, was recognized at the carrying value of $14.9 million. Interest is to be paid in kind by adding the interest accrued on the principal amount on the last day of each fiscal quarter (the first such interest payment date being June 30, 2022) and such amount thereafter becoming part of the principal amount, which will accrue additional interest. Interest paid in kind will be payable on the date when all of the principal amount is due and payable.For the year ended December 31, 2025, interest expense and accretion expense of $2.0 million and $1.1 million, respectively, were recorded on the consolidated statements of operations (December 31, 2024—$1.9 million and $1.0 million, respectively). The terms of the Unsecured DPA impose certain restrictions on the Company’s operating and financing activities, including certain restrictions on the Company’s ability to: incur certain additional indebtedness; grant liens; make certain dividends and other payment restrictions affecting the Company’s subsidiaries; issue shares or convertible securities; and sell certain assets. The terms of the Unsecured DPA do not have any financial covenants or market value test, and ICM is in compliance with the terms of the June Unsecured Debentures as of December 31, 2025. The June Unsecured Debentures are classified as long-term debt, net of issuance costs on the consolidated balance sheets. Certain of the Secured Lenders and Consenting Unsecured Lenders, including Gotham Green Fund 1, L.P., Gotham Green Fund 1 (Q), L.P., Gotham Green Fund II, L.P., Gotham Green Fund II (Q), L.P., Gotham Green Credit Partners SPV 1, L.P., Gotham Green Partners SPV V, L.P., Oasis Investments II Master Fund LTD., Senvest Global (KY), LP, Senvest Master Fund, LP, Parallax Master Fund, L.P. and Hadron Healthcare and Consumer Special Opportunities Master Fund, held greater than 5.0% of the outstanding common shares of the Company upon the closing of the Recapitalization Transaction. As principal owners of the Company, certain of the Consenting Unsecured Lenders are considered to be related parties.(d) Additional Secured Debentures Pursuant to the terms of the Secured DPA, ICM issued an additional $25.0 million of June Secured Debentures (the "Additional Secured Debentures") on June 24, 2022 which accrue interest at the rate of 8.0% per annum increasing to 11.0% per annum upon the occurrence of an Event of Default (as defined in the Secured DPA), with a maturity date of June 24, 2027.The host debt, classified as a liability using the guidance of ASC 470, was recognized at the carrying value of $25.0 million. Interest is to be paid in kind by adding the interest accrued on the principal amount on the last day of each fiscal quarter (the first such interest payment date being June 30, 2022) and such amount thereafter becoming part of the principal amount, which will accrue additional interest. Interest paid in kind will be payable on the date when all of the principal amount is due and payable. For the year ended December 31, 2025, interest expense of $2.6 million, was recorded on the consolidated statements of operations (December 31, 2024 - $2.4 million). The terms of the Secured DPA impose certain restrictions on the Company’s operating and financing activities, including certain restrictions on the Company’s ability to: incur certain additional indebtedness; grant liens; make certain dividends and other payment restrictions affecting the Company’s subsidiaries; issue shares or convertible securities; and sell certain assets. The Additional Secured Debentures are secured by all current and future assets of the Company and ICM. The terms of the Secured DPAs do not have any financial covenants or market value test, and ICM is in compliance with the terms of the Additional Secured Debentures as of December 31, 2025. The Additional Secured Debentures are classified as long-term debt, net of issuance costs on the consolidated balance sheets. Certain of the Secured Lenders and Consenting Unsecured Lenders, including Gotham Green Fund 1, L.P., Gotham Green Fund 1 (Q), L.P., Gotham Green Fund II, L.P., Gotham Green Fund II (Q), L.P., Gotham Green Credit Partners SPV 1, L.P., Gotham Green Partners SPV V, L.P., Oasis Investments II Master Fund LTD., Senvest Global (KY), LP, Senvest Master Fund, LP, Parallax Master Fund, L.P. and Hadron Healthcare and Consumer Special Opportunities Master Fund, held greater than 5.0% of the outstanding common shares of the Company upon the closing of the Recapitalization Transaction. As principal owners of the Company, certain of the Consenting Unsecured Lenders are considered to be related parties.Note 10 - Share Capital (a) Share Capital Authorized: Unlimited common shares. The shares have no par value. The Company’s common shares are voting and dividend-paying. The following is a summary of the common share issuances for the year ended December 31, 2025: •On January 9, 2025, the Company issued common shares totaling 41,667 with respect to the Cheetah Acquisition (Refer to Note 4).•On January 14, 2025, the Company issued 26,661 common shares for vested restricted stock units (“RSUs”). The Company withheld 1,029 common shares to satisfy employees’ tax obligations of less than $0.1 million.•On April 1, 2025, the Company issued 213 common shares for vested RSUs. The Company withheld 67 common shares to satisfy employees’ tax obligations of less than $0.1 million. •On April 23, 2025, the Company withheld 9,910 common shares for RSUs to satisfy employees' tax obligations of $0.1 million. •On July 8, 2025, the Company issued 4,733 common shares for vested RSUs. The Company withheld 2,229 common shares to satisfy employees’ tax obligations of less than $0.1 million.•On August 15, 2025, the Company issued common shares totaling 41,666 with respect to the Cheetah Acquisition (Refer to Note 4).•On September 30, 2025, the Company issued 67,478 common shares for vested RSUs. The Company withheld 30,117 common shares to satisfy employees’ tax obligations of $0.2 million.•On November 14, 2025, the Company issued common shares totaling 41,667 with respect to the Cheetah Acquisition (Refer to Note 4). The following is a summary of the common share issuances for the year ended December 31, 2024. •On January 2, 2024, the Company issued common shares totaling 20,000 for the Hi-Med Settlement Agreement (Refer to Note 14).•On January 5, 2024, the Company issued 23,461 common shares for vested RSUs. The Company withheld 2,300 common shares to satisfy employees’ tax obligations of less than $0.1 million.•On February 2, 2024, the Company issued common shares totaling 2,000 for vested RSUs.•On February 27, 2024, the Company issued 61,314 common shares to the holders of the Senior Secured Bridge Notes to satisfy the amendment fee pertaining to the 2024 NJ Amendment.•On April 24, 2024, the Company issued common shares totaling 486 for vested RSUs. The Company withheld 162 common shares to satisfy employees’ tax obligations of less than $0.1 million.•On July 2, 2024, the Company issued common shares totaling 17,977 for vested RSUs. The Company withheld 6,423 common shares to satisfy employees’ tax obligations of less than $0.1 million.•On October 8, 2024, the Company issued common shares totaling 66,345 for vested RSUs. The Company withheld 19,830 common shares to satisfy employees’ tax obligations of $0.1 million.•On December 13, 2024, the Company issued common shares totaling 5,000 for the Ninth Square Settlement Agreement (Refer to Note 14).(b) Potentially Dilutive Securities The following table summarizes potentially dilutive securities, and the resulting common share equivalents outstanding as of December 31, 2025 and 2024: December 31, 2025 December 31, 2024 Common share options 7,877 7,877 Restricted stock units 381,258 325,539 Total 389,135 333,416 (c) Equity Incentive Plans On December 31, 2021, the Board approved the Company’s Amended and Restated Omnibus Incentive Plan (the “Omnibus Incentive Plan”) dated October 15, 2018, whereas, the Company may award stock options or RSUs (the "Awards") to board members, officers, employees or consultants of the Company. The Omnibus Incentive Plan authorizes the issuance of up to 20% of the number of outstanding shares of common stock of the Company.Awards generally vest over a three-year period and the estimated fair value of the Awards at issuance is recognized as compensation expense over the related vesting period.Stock Options The Company's stock options are currently held by two former officers of the Company which have fully vested on July 10, 2023. Share-based compensation expense related to stock options for the year ended December 31, 2025 was $Nil (December 31, 2024 — $Nil), and is presented in selling, general and administrative expenses on the consolidated statements of operations. The following table summarizes certain information in respect of option activity during the period: Year Ended December 31, 2025 Year Ended December 31, 2024 Units Weighted AverageExercise Price Weighted Average Contractual Life Units Weighted AverageExercise Price Weighted Average Contractual Life Options outstanding, beginning 7,877 $ 0.05 5.53 7,877 $ 0.05 6.78 Granted — — — — — — Cancellations — — — — — — Forfeitures — — — — — — Expirations — — — — — — Options outstanding, ending (1) 7,877 $ 0.05 4.53 7,877 $ 0.05 5.53 (1)As of December 31, 2025, 7,877 of the stock options outstanding were exercisable (December 31, 2024—7,877). The Company used the Black-Scholes option pricing model to estimate the fair value of the options at the grant date using the following ranges of assumptions: The expected volatility was estimated by using the historical volatility of the Company. The expected life in years represents the period of time that options granted are expected to be outstanding. In accordance with Staff Accounting Bulletin (“SAB”) Topic 14, the Company uses the simplified method for estimating the expected term. The Company believes the use of the simplified method is appropriate due to the employee stock options qualifying as “plain-vanilla” options under the criteria established by SAB Topic 14. The risk-free rate was based on the United States bond yield rate at the time of grant of the award. Expected annual rate of dividends is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. There was no stock option activity for the years ended December 31, 2025 and 2024.Restricted Stock Units On December 31, 2021, the Board approved a long-term incentive program, pursuant to which, on July 26, 2022, the Company issued certain employees of the Company and its subsidiaries, RSUs, under the Company’s Omnibus Incentive Plan. RSUs represent a right to receive a single common share that is both non-transferable and forfeitable until certain conditions are satisfied. On December 31, 2021 and June 23, 2022, the Board approved the allocation of 363,921 and 26,881 RSUs, respectively, to Board members, directors, officers, and key employees of the Company. The RSUs granted by the Company vest upon the satisfaction of both a service-based condition of three years and a liquidity condition, the latter of which was not satisfied until the closing of the Recapitalization Transaction. As the liquidity condition was not satisfied until the closing of the Recapitalization Transaction, in prior periods, the Company had not recorded any expense related to the grant of RSUs. Share-based compensation expense in relation to the RSUs is recognized using the graded vesting method, in which compensation costs for each vesting tranche is recognized ratably from the service inception date to the vesting date for that tranche. The fair value of the RSUs is determined using the Company’s closing stock price on the grant date. Certain RSU recipients were also holders of the Original Awards, which were cancelled upon closing the Recapitalization Transaction. The RSUs granted to these employees have been treated as replacement awards (the “Replacement RSUs”) and are accounted for as a modification to the Original Awards. As the fair value of the Original Awards was $Nil on the modification dates, the incremental compensation cost recognized is equal to the fair value of the Replacement RSUs on the modification date, which shall be recognized over the remaining requisite service period. Periodically, the Board awards RSUs to its members and officers. On November 26, 2024, the Board awarded 144,500 RSUs to four Board members. The RSUs shall vest over a period of one year. The fair value of RSUs is determined on the grant date and is amortized over the vesting period on a straight-line basis.On April 25, 2025, the Board awarded 5,672 RSUs to four officers. The RSUs shall vest over a period of one year. The fair value of RSUs is determined on the grant date and is amortized over the vesting period on a straight-line basis.The most recent issuances were on September 29, 2025, where 250 RSUs were issued to an employee and on December 1, 2025, where 149,332 RSUs were issued to six officers. The RSUs vest over a period of one to three years. The fair value of RSUs is determined on the grant date and is amortized over the vesting period on a straight-line basis.During the year ended December 31, 2025, the Company recognized $1.8 million of share-based compensation expense associated with the RSUs (December 31, 2024 — $2.1 million). Share-based compensation expense is presented in selling, general and administrative expenses on the consolidated statements of operations. As of December 31, 2025, there was approximately $1.7 million of total unrecognized compensation cost related to unvested RSUs which is expected to be recognized over a weighted-average service period of one year.The following table summarizes certain information in respect of RSU activity during the period: Year Ended December 31, 2025 Year Ended December 31, 2024 Units WeightedAverageGrant Price Units WeightedAverageGrant Price Unvested balance, beginning 298,877 $ 0.01 315,668 $ 0.02 Granted 155,254 0.00 144,500 0.01 Vested (186,757 ) 0.01 (126,957 ) 0.02 Forfeited (450 ) 0.01 (34,334 ) 0.02 Unvested balance, ending 266,924 $ 0.01 298,877 $ 0.01 Note 11 - Segment Information Management, including the Company’s Chief Executive Officer, who is considered the Company’s Chief Operating Decision Maker (“CODM”) (as defined in the FASB ASC Topic 280 Segment Reporting), assesses segment performance based on segment revenues, gross margins, and net income/(loss). For instance, the CODM uses both segment gross profit and segment profit/loss from operations to allocate resources (including labor or capital resources) to each of the geographical locations (entities) in the forecasts. An analysis of the gross profit from the regions enables decisions regarding marketing activities, additional investments or scale back of expansion plans, as well as implementation of cost management strategies. The Company divides its reportable operating segments primarily by geographic region. The Company has two reportable operating segments: Eastern Region and Western Region. The Eastern Region includes the Company’s operations in Florida, Maryland, Massachusetts, New York, New Jersey, Illinois, and Pennsylvania. The Western Region includes the Company’s operations in Arizona and results from the Nevada business through June 24, 2024 when it was sold and subsequently deconsolidated. The two geographic regions are looked at separately by the CODM and Company’s management as the operations within those regions are in different stages of development. The operations comprising the Western Region are more established than those in the Eastern Region. Most of the Company’s financial and operational growth is being driven by the Eastern Region. Both the Eastern Region and the Western Region segments generate revenues from the sale of cannabis products through retail dispensaries as well as wholesale supply agreements. The “Other” category in the disclosure below comprises items not separately identifiable to the two reportable operating segments and are not part of the measures used by the Company when assessing the reportable operating segments’ results. It also includes items related to operating segments of the Company that did not meet the quantitative thresholds under ASC 280-10-50-12 to be considered reportable operating segments, nor did they meet the aggregation criteria under ASC 280-10-50-11 to qualify for aggregation with one of the two reportable operating segments of the Company. All inter-segment profits are eliminated upon consolidation. Reportable Segments Year Ended December 31, 2025 2024 Revenues, net of discounts Eastern Region(1) $ 133,605 $ 128,553 Western Region(2) 10,381 39,014 Total $ 143,986 $ 167,567 Gross profit Eastern Region $ 61,025 $ 60,219 Western Region 4,672 14,895 Total $ 65,697 $ 75,114 Operating expenses: Selling, general and administrative expenses Eastern Region $ 39,531 $ 34,555 Western Region 3,474 8,360 Other 17,881 19,267 Total $ 60,886 $ 62,182 Depreciation and amortization Eastern Region $ 13,995 $ 15,186 Western Region 2,161 7,033 Other 1,059 462 Total $ 17,215 $ 22,681 Write-downs, (recoveries) and other charges, net Eastern Region $ 2,814 $ (1,985 ) Western Region — 429 Other 199 320 Total $ 3,013 $ (1,236 ) Income (loss) from operations Eastern Region $ 4,684 $ 12,463 Western Region (963 ) (927 ) Other (19,139 ) (20,049 ) Total $ (15,418 ) $ (8,513 ) Other income (expenses), net Eastern Region $ 3,823 $ (868 ) Western Region 27,994 (3,307 ) Other (39,565 ) (12,626 ) Total $ (7,748 ) $ (16,801 ) Income tax (benefit) expense Eastern Region $ 9,309 $ 10,440 Western Region 2,251 8,513 Other 5,478 (36,631 ) Total $ 17,038 $ (17,678 ) Net income (loss) Eastern Region $ (1,878 ) $ 1,157 Western Region 24,780 (12,749 ) Other (63,105 ) 3,956 Total $ (40,203 ) $ (7,636 ) (1)Eastern region includes revenue from the sale of our new Cheetah brand of products in Illinois and Pennsylvania.(2)Western region no longer includes Nevada operations as results were deconsolidated as of June 24, 2024. Supplemental Segment Disclosures: Year Ended December 31, 2025 2024 Purchase of property, plant and equipment Eastern Region $ 25,288 $ 5,232 Western Region — 189 Other 377 98 Total $ 25,665 $ 5,519 Purchase of other intangible assets Eastern Region $ — $ 20 Other 4,826 185 Total $ 4,826 $ 205 As of December 31, As of December 31, 2025 2024 Assets Eastern Region $ 225,124 $ 212,007 Western Region 8,454 40,124 Other 22,408 18,912 Total $ 255,986 $ 271,043 Major Customers Major customers are defined as customers that each individually accounted for greater than 10% of the Company’s annual revenues. For the years ended December 31, 2025 and 2024, no sales were made to any one customer that represented in excess of 10% of the Company’s total revenues. Geographic Information As of December 31, 2025 and 2024, substantially all of the Company’s assets were located in the United States and all of the Company’s revenues were earned in the United States. Disaggregated Revenues The Company disaggregates revenues into categories that depict how the nature, amount, timing and uncertainty of the revenues and cash flows are affected by economic factors. For the years ended December 31, 2025 and 2024, the Company disaggregated its revenues as follows: Year Ended December 31, 2025 2024 Revenues, net of discounts iAnthus branded products $ 63,168 $ 84,904 Third party branded products 55,128 64,506 Wholesale/bulk/other products 25,690 18,157 Total $ 143,986 $ 167,567 Note 12 - Financial Instruments Fair values have been determined for measurement and/or disclosure purposes based on the following methods. The Company characterizes inputs used in determining fair value using a hierarchy that prioritizes inputs depending on the degree to which they are observable. The levels of the fair value hierarchy are as follows: •Level 1 – fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities; •Level 2 – fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and •Level 3 – fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs). The carrying values of cash, receivables, payables and accrued liabilities approximate their fair values because of the short- term nature of these financial instruments. Balances due to and due from related parties have no terms and are payable on demand, thus are also considered current and short-term in nature, hence carrying value approximates fair value. The component of the Company’s long-term debt attributed to the host liability is recorded at amortized cost. Investments in debt instruments that are held to maturity are also recorded at amortized cost. The following table summarizes the fair value hierarchy for the Company’s financial assets and financial liabilities that are re-measured at their fair values periodically: As of December 31, 2025 As of December 31, 2024 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Financial assets Long term investments $ 2 $ — $ 840 $ 842 $ 10 $ — $ 853 $ 863 Financial liabilities Contingent consideration payable $ — $ — $ 3,407 $ 3,407 $ — $ — $ 3,127 $ 3,127 There were no transfers or change in valuation method between Level 1, Level 2, and Level 3 within the fair value hierarchy during the years ended December 31, 2025 and 2024. Financial Assets The Company’s investment in 4 Front Venture Corp. as of December 31, 2025 and 2024, is considered to be a Level 1 instrument because it is comprised of shares of a public company, and there is an active market for the shares and observable market data, or inputs are now available. Level 1 investments are comprised of equity investments which are re-measured at fair value using quoted market prices. Level 3 investments are comprised of two investments made by the Company in which it holds an equity interest. These two investments are in The Pharm Stand, LLC and Island Thyme, LLC. There have been no changes to Level 3 investments between December 31, 2025 and 2024. The Company exercises significant influence for one of these investments and therefore records this investment under the equity method. The investment was initially recognized at cost and the Company recognizes its proportionate share of earnings and losses from the investment each reporting period.The following table summarizes the changes in Level 1 and Level 3 financial assets: Financial Assets 4Front Venture Corp. The Pharm Stand, LLC Island Thyme, LLC Balance as of December 31, 2023 $ 56 — $ 679 Additions — 125 260 Revaluations (46 ) — — Loss on equity method investments — — (211 ) Balance as of December 31, 2024 $ 10 $ 125 $ 728 Additions — — — Revaluations (8 ) — — Loss on equity method investments — — (13 ) Balance as of December 31, 2025 $ 2 $ 125 $ 715 The Company’s financial and non-financial assets such as prepayments, other assets including equity accounted investments, property, plant and equipment, and intangibles, are measured at fair value when there is an indicator of impairment and are recorded at fair value only when an impairment charge is recognized. Financial Liabilities The following table summarizes the changes in the Company's Level 3 financial liabilities: Financial Liabilities Contingent Consideration Payable Balance as of December 31, 2024 $ 3,127 Consideration paid — Revaluations 280 Balance as of December 31, 2025 $ 3,407 As of December 31, 2025, the current portion of the contingent consideration payable is $1.1 million and is presented within accrued and other current liabilities on the consolidated balance sheets.The Company’s contingent consideration payable relates to the additional Earn-Out to be paid as part of the Cheetah Acquisition and is categorized as a Level 3 financial instrument within the fair value hierarchy, as specific valuation techniques using unobservable inputs is required. The Company is using a probability-weighted average scenario approach in assigning probabilities across multiple outcomes of the potential EBITDA earned from Cheetah which forms the basis of the Earn-Out. These assumptions include financial forecasts, discount rates, and growth expectations. As of December 31, 2025, the discount rate applied was the Company's incremental borrowing rate of 13.9% and growth expectations on potential EBITDA earned from Cheetah were in the range of 36% to 89% in 2026, and 0% to 20% in 2027. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s management.The following table summarizes the Company’s long-term debt instruments (Refer to Note 9) at their carrying value and fair value: As of December 31, 2025 As of December 31, 2024 Carrying Value Fair Value Carrying Value Fair Value June Unsecured Debentures $ 24,855 $ 23,831 $ 21,750 $ 20,142 June Secured Debentures 160,772 154,569 144,913 134,096 Secured Notes 8,359 8,089 14,968 15,223 Other — — 696 687 Total $ 193,986 $ 186,489 $ 182,327 $ 170,148 Note 13 - Commitments In the ordinary course of business, the Company enters into contractual agreements with third parties that include non-cancelable payment obligations, for which it is liable in future periods. These arrangements can include terms binding the Company to minimum payments and/or penalties if it terminates the agreement for any reason other than an event of default as described in the agreement. The following table summarizes the Company’s contractual obligations and commitments as of December 31, 2025: 2026 2027 2028 2029 2030 Operating leases $ 7,195 $ 6,849 $ 6,883 $ 6,668 $ 5,987 Service and other contracts 1,986 148 162 — — Long-term debt — 226,338 — 97 111 Contingent consideration payable from Cheetah Acquisition 1,087 2,319 — — — Total $ 10,268 $ 235,654 $ 7,045 $ 6,765 $ 6,098 The Company’s commitments include employees, consultants and advisors, as well as leases and construction contracts for offices, dispensaries and cultivation facilities in the U.S. and Canada. The Company has certain operating leases with renewal options extending the initial lease term for an additional one to 15 years. Sale of Certain Massachusetts AssetsOn February 9, 2024, ICH's wholly-owned subsidiary, Mayflower Medicinals Inc. ("Mayflower"), entered into an Asset Purchase Agreement (the "MA Purchase Agreement") with an unaffiliated third-party buyer (the "MA Buyer"), pursuant to which, Mayflower agreed to sell certain of its assets associated with its Holliston, Massachusetts cultivation and product manufacturing facility (the "Purchased Assets") for $3.0 million (the "Purchase Price"). The transaction closed on September 27, 2024 (the "MA Closing Date"). On the MA Closing Date, $0.5 million was paid in cash (the "Cash Closing Payment"), while the remaining $2.5 million of the Purchase Price will be paid in installments pursuant to two promissory notes (the "MA Notes") as follows: $0.5 million to be paid in equal monthly installments over eight months with interest accruing at 7% per annum, and $2.0 million to be paid in equal monthly installments over 36 months with interest accruing at 7% per annum. As security for payments under the notes, Mayflower executed a security agreement, granting it a first priority lien on the Purchased Assets. The proceeds from the Cash Closing Payment was used by the Company to satisfy certain federal tax obligations. The Company recognized a gain on disposal of $2.6 million, which was the difference between the aggregate fair value of the consideration and the carrying value of the net assets disposed as of the MA Closing Date, which was presented in "recoveries, write-downs and other charges, net" on the consolidated statements of operations for the year ended December 31, 2024. Since the MA Closing Date, the Company has not received any of the scheduled payments pursuant to the MA Notes from the MA Buyer. As a result, during the year ended December 31, 2025, the Company recorded credit loss provisions $1.8 million, which is included within "write-downs, recoveries, and other charges, net" on the consolidated statements of operations. As of December 31, 2025, the MA Notes, net of credit loss provisions is $0.5 million (December 31, 2024 - $2.3 million), which is the portion of the MA Notes that is secured for repayment via a pledge, under a guarantor's agreement executed by the parties.Divesture of Nevada BusinessOn February 23, 2024, the Company's wholly-owned subsidiary, GreenMart of Nevada NLV, LLC ("GMNV") entered into an Asset Purchase Agreement (the "NV Purchase Agreement") with an unaffiliated, third-party buyer (the "NV Buyer"), pursuant to which, GMNV agreed to sell substantially all of the assets of GMNV to the NV Buyer, including GMNV's co-located medical and adult-use cultivation and production facility in North Las Vegas, Nevada, its adult-use dispensary in Las Vegas, Nevada, and its two conditional adult-use dispensary licenses to be located in Henderson and Reno, Nevada (the "Business"). After closing adjustments, the aggregate proceeds to be received from the sale are $5.9 million (the "Purchase Price"). Of the total Purchase Price, $3.5 million was paid in cash at the closing of the NV Purchase Agreement ("NV Closing") and the remaining balance of the Purchase Price is to be paid on a quarterly basis, beginning six months after the NV Closing, over 36 months with interest accruing at 8% per annum. On February 23, 2024, GMNV also entered into a Management Agreement (the "NV Management Agreement"), pursuant to which, the NV Buyer's affiliated entity (the "Manager"), will assume full operational and managerial control of the Business, which was approved by the NV CCB and became effective as of June 24, 2024 (the “NV Management Agreement Effective Date”). As of the NV Management Agreement Effective Date, all operational control of GMNV was transferred to the Manager and the Company determined that it no longer had a controlling financial interest as of the NV Management Agreement Effective Date. The Company recognized an initial gain of $2.1 million, which was the carrying value of the net liabilities disposed from deconsolidation on the NV Management Agreement Effective Date, which was presented in "interest and other income" on the consolidated statements of operations for the year ended December 31, 2024. The NV Closing was subject to, among other customary conditions, receipt of approval of the Nevada Cannabis Compliance Board (the "NV CCB"). On March 20, 2025, the Company received approval from the NV CCB for the NV Purchase Agreement and transfer of the licenses to the NV Buyer. The effective closing date of the NV Closing is March 31, 2025 (the "NV Closing Date"). On the NV Closing Date, the Company received $3.5 million in cash of the Purchase Price, while the remainder is paid through quarterly repayments by way of a promissory note (the "NV Note") issued by the NV Buyer, in respect of which quarterly repayments commenced in September 2025. Accordingly, the Company recognized a gain of $5.7 million, which is the aggregate fair value of the consideration to be received from the Buyer, which is presented in "interest and other income" on the consolidated statements of operations for the year ended December 31, 2025. As of December 31, 2025, the balance outstanding on the NV Note including accrued interest was $2.2 million, of which, $1.1 million is classified within "other current assets" on the consolidated balance sheets. Sale of Certain Arizona AssetsOn February 6, 2025, the Company entered into definitive agreements (the "AZ Purchase Agreements") with an unaffiliated third-party buyer (the "AZ Buyer"), pursuant to which the Company agreed to sell three dispensaries and two processing/cultivation facilities in Arizona for aggregate consideration of approximately $36.5 million (the "AZ Transaction"). The AZ Transaction includes two dispensaries, a processing facility and a cultivation/processing facility located in Mesa, Arizona as well as one dispensary located in Phoenix, Arizona (collectively, the "Facilities"). Following the closing of the AZ Transaction, the Company will continue to operate one dispensary in Mesa, Arizona. Pursuant to the AZ Purchase Agreements, the Company agreed to sell and the AZ Buyer agreed to acquire, substantially all of the assets related to or used in connection with the Facilities, including, but not limited to, all cannabis licenses associated with such businesses and related real property (collectively, the "AZ Purchased Assets"), together with certain assumed liabilities related to the AZ Purchased Assets. The closing of the Transaction is subject to customary conditions precedent, including the receipt of applicable consents and regulatory approvals. The purchase price for the AZ Purchased Assets is approximately $36.5 million and will consist of approximately $20 million of cash payable at closing, subject to certain adjustments, and a secured promissory note to be issued by the AZ Buyer in the principal amount of $16.5 million (the "AZ Note"). The AZ Note will bear interest at a rate of six percent per annum compounded annually, with a term of 66 months. The AZ Transaction closed on February 14, 2025, with an effective closing date of February 10, 2025, which is the date the AZ Buyer assumed the financial benefit and risk relating to the AZ Purchased Assets. At this time, the Company received cash net of closing adjustments of $15.8 million and recognized the fair value of consideration receivable under the AZ Note of $13.5 million. Accordingly, the Company recognized a gain on deconsolidation of $6.3 million, which was difference between the aggregate fair value of the consideration and the carrying value of the net assets disposed from deconsolidation, which is presented in "interest and other income" on the consolidated statements of operations for the year ended December, 2025. On August 29, 2025 (the "AZ Note Closing Date"), the Company entered into a Promissory Note Purchase Agreement (“AZ Note Purchase Agreement”) with an unaffiliated third-party buyer (the “AZ Note Purchaser”) for the sale of the AZ Note. Pursuant to the AZ Note Purchase Agreement and as of the AZ Note Closing Date, the Company agreed to sell, assign, and transfer to the AZ Note Purchaser all its right, title, and interest in the AZ Note and related security documents (collectively, the “AZ Note Assets”). The aggregate consideration for the AZ Note Assets is $11.3 million, which is payable as follows: (i) $10.1 million in cash on the AZ Note Closing Date, subject to certain adjustments for transaction costs, and (ii) $1.2 million to be held in an escrow account to meet any shortfall amounts as contained in the AZ Note Purchase Agreement, with any outstanding balance in the escrow account to be transferred to the Company on the first anniversary of the AZ Note Closing Date. Prior to the sale of the AZ Note, the balance including accrued interest on the AZ Note was $12.7 million. Following the AZ Note Closing Date, the Company recognized a loss of $1.4 million, which was the difference between the aggregate fair value of the consideration and the carrying value of the AZ Note, which is presented in "interest and other income" on the consolidated statements of operations for the year ended December 31, 2025. Note 14 - Contingencies and Guarantees The Company is involved in lawsuits, claims, and proceedings, including those identified below, which arise in the ordinary course of business. In accordance with the FASB ASC Topic 450 Contingencies, the Company will make a provision for a liability when it is both probable that a loss has been incurred and the amount of the loss can be reasonably estimated. The Company believes it has adequate provisions for any such matters. The Company reviews these provisions in conjunction with any related provisions on assets related to the claims at least quarterly and adjusts these provisions to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel and other pertinent information related to the case. Should developments in any of these matters outlined below cause a change in the Company’s determination as to an unfavorable outcome and result in the need to recognize a material provision, or, should any of these matters result in a final adverse judgment or be settled for significant amounts, they could have a material adverse effect on the Company’s results of operations, cash flows, and financial position in the period or periods in which such a change in determination, settlement or judgment occurs. The Company expenses legal costs relating to its lawsuits, claims and proceedings as incurred. The Company has been named as a defendant in several legal actions and is subject to various risks and contingencies arising in the normal course of business. Based on consultation with counsel, management and legal counsel is of the opinion that the outcome of these uncertainties will not have a material adverse effect on the Company’s financial position. The events that allegedly gave rise to the following claims occurred prior to the Company’s closing of the MPX Acquisition in February 2019 are as follows: On May 29, 2019, Walmer Capital Limited (“Walmer”) and Island Investments Holdings Limited (“Island”) filed a statement of claim in the Ontario Superior Court of Justice against MPX Bioceutical ULC (“MPX ULC”). The claim arose from the debentures (the “MPX Debentures”) issued by MPX Bioceutical Corporation (“MPX Corporation”) in May 2018, the majority of which debentures were redeemed on April 24, 2019 by MPX ULC, a wholly-owned subsidiary of the Company and the successor entity to MPX Corporation following the MPX Acquisition. MPX ULC withheld the redemption of approximately $1.3 million of the original subscription amount of the MPX Debentures as MPX ULC was unable to confirm valid payment of such debentures (the “Disputed Debentures”). The plaintiffs’ statement of claim alleged that the plaintiffs were entitled to the Disputed Debentures and sought immediate conversion of such debentures into the Company’s common shares. In addition, the plaintiffs sought damages including, but not limited to, for breach of the Disputed Debentures and related indenture in the amount of $111.0 million and breach of a security subordination agreement in the amount of $3.5 million. On July 2, 2019, Walmer, Island, Walmer’s principal, Alastair Crawford (“Crawford”), Broughton Limited (“Broughton”) and Puddles 8 Limited (“Puddles”) filed a petition in British Columbia against the Company and its then directors based on the same facts as alleged in the statement of claim filed by Walmer and Island in the Ontario Superior Court of Justice and seeking a declaration that the respondents engaged in oppressive or unfairly prejudicial conduct and resulting damages. In September 2019, the parties to the Ontario action and the British Columbia petition agreed to consolidate the two proceedings into one action that addresses all issues in the British Columbia petition and agreed to discontinue the separate proceedings. On August 23, 2019, Walmer, Island, Crawford, Broughton and Puddles filed a notice of civil claim in the Supreme Court of British Columbia against MPX ULC, the Company and its then directors consolidating the allegations made in the previously commenced Ontario action and British Columbia petition and seeking, among other things: (i) a mandatory order compelling MPX ULC and the Company to convert the Disputed Debentures into common shares of the Company; (ii) damages for breach of the Disputed Debentures (and indentures) and breach of fiduciary obligations in the amount of $111.0 million; (iii) damages for breach of a security subordination agreement in the amount of $3.5 million; (iv) damages for breach of a consultancy agreement in the approximate amount of $0.4 million plus approximately $0.2 million plus certain warrants; and (v) damages for breach of the duty of good faith in the amount of $1.0 million. On October 31, 2019, the Company and MPX ULC served the plaintiffs with a response and counterclaim. On December 3, 2019, the plaintiffs served (i) a notice of application seeking an order to strike the Company’s and MPX ULC’s counterclaim against Timothy Childs, Island’s principal, in his personal capacity, on the basis that it alleges no cause of action against him and (ii) a notice of application for summary judgment. On February 11, 2020, the Company’s directors filed a defense to the plaintiffs’ claim with the Supreme Court of British Columbia. On August 22, 2023, Walmer, Island, Broughton, Crawford and Puddles filed a Notice of Intention to Proceed with their claim. On June 4, 2025, the plaintiffs filed an Amended Notice of Civil Claim (the "Amended Claim"), which, among other things, revised the relief sought by the plaintiffs. Pursuant to the Amended Claim, the plaintiffs are seeking: (i) damages for failure to pay the Disputed Debentures in the amount of $1.8 million plus bonus and interest; (ii) damages for breach of a consultancy agreement in amount of $0.4 million plus approximately $0.2 million; and (iii) damages for breach of the duty of good faith owed to the plaintiffs in the amount of $1.0 million. The Company and MPX ULC filed its response and counterclaim on July 4, 2025.In addition, the Company is currently reviewing the following matters with legal counsel and has not yet determined the range of potential losses: In October 2018, Craig Roberts and Beverly Roberts (the “Roberts”) and the Gary W. Roberts Irrevocable Trust Agreement I, Gary W. Roberts Irrevocable Trust Agreement II, and Gary W. Roberts Irrevocable Trust Agreement III (the “Roberts Trust” and together with the Roberts, the “Roberts Plaintiffs”) filed two separate but similar declaratory judgment actions in the Circuit Court of Palm Beach County, Florida against GrowHealthy Holdings, LLC (“GrowHealthy Holdings”) and the Company in connection with the acquisition of substantially all of GrowHealthy Holdings’ assets by the Company in early 2018. The Roberts Plaintiffs sought a declaration that the Company must deliver certain share certificates to the Roberts without requiring them to deliver a signed Shareholder Representative Agreement to GrowHealthy Holdings, which delivery was a condition precedent to receiving the Company share certificates and required by the acquisition agreements between GrowHealthy Holdings and the Company. In January 2019, the Circuit Court of Palm Beach County denied the Roberts Plaintiffs’ motion for injunctive relief, and the Roberts Plaintiffs signed and delivered the Shareholder Representative Agreement forms to GrowHealthy Holdings while reserving their rights to continue challenging the validity and enforceability of the Shareholder Representative Agreement. The Roberts Plaintiffs thereafter amended their complaints to seek monetary damages in the aggregate amount of $22.0 million plus treble damages. On May 21, 2019, the court issued an interlocutory order directing the Company to deliver the share certificates to the Roberts Plaintiffs, which the Company delivered on June 17, 2019, in accordance with the court’s order. On December 19, 2019, the Company appealed the court’s order directing delivery of the share certificates to the Florida Fourth District Court of Appeal, which appeal was denied per curiam. On October 21, 2019, the Roberts Plaintiffs were granted leave by the Circuit Court of Palm Beach County to amend their complaints in order to add purported claims for civil theft and punitive damages, and on November 22, 2019, the Company moved to dismiss the Roberts Plaintiffs’ amended complaints. On May 1, 2020, the Circuit Court of Palm Beach County heard arguments on the motions to dismiss, and on June 11, 2020, the court issued a written order granting in part and denying in part the Company’s motion to dismiss. Specifically, the order denied the Company’s motion to dismiss for lack of jurisdiction and improper venue; however, the court granted the Company’s motion to dismiss the Roberts Plaintiffs’ claims for specific performance, conversion and civil theft without prejudice. With respect to the claim for conversion and civil theft, the Circuit Court of Palm Beach County provided the Roberts Plaintiffs with leave to amend their respective complaints. On July 10, 2020, the Roberts Plaintiffs filed further amended complaints in each action against the Company including claims for conversion, breach of contract and civil theft including damages in the aggregate amount of $22.0 million plus treble damages, and on August 13, 2020, the Company filed a consolidated motion to dismiss such amended complaints. On October 26, 2020, Circuit Court of Palm Beach County heard argument on the consolidated motion to dismiss, denied the motion and entered an order to that effect on October 28, 2020. Answers on both actions were filed on November 20, 2020 and the parties commenced discovery. On September 9, 2021, the Roberts Plaintiffs filed a motion to consolidate the two separate actions, which motion was granted on October 14, 2021. On August 6, 2020, the Roberts filed a lawsuit against Randy Maslow, the Company’s now former Interim Chief Executive Officer, President, and director, in his individual capacity (the “Maslow Complaint”), alleging a single count of purported conversion. The Maslow Complaint was not served on Randy Maslow until November 25, 2021, and the allegations in the Maslow Complaint are substantially similar to those allegations for purported conversion in the complaints filed against the Company. On March 28, 2022, the court consolidated the action filed against Randy Maslow with the Roberts Plaintiffs’ action for discovery and trial purposes. As a result, the court vacated the matter’s initial trial date of May 9, 2022 and the case has not been reset for trial yet. On April 22, 2022, the parties attended a court required mediation, which was unsuccessful. On May 6, 2022, the Circuit Court of Palm Beach County granted Randy Maslow’s motion to dismiss the Maslow Complaint. On May 19, 2022, the Roberts filed a second amended complaint against Mr. Maslow (“Amended Maslow Complaint”). On June 3, 2022, Mr. Maslow filed a motion to dismiss the Amended Maslow Complaint, which was denied on September 9, 2022. On April 12, 2023, the Circuit Court of Palm Beach County set this matter for a jury trial to occur sometime between June 5, 2023 and August 11, 2023; however, the court rescheduled the jury trial and did not set a new trial date. On April 14, 2023, the Roberts Plaintiffs filed a partial Motion for Summary Judgment on liability for the Roberts Plaintiffs' claims for breach of contract and the Company filed a competing Motion for Summary Judgment on all claims against the Company. On April 21, 2023, Mr. Maslow also filed a Motion for Summary Judgment. All of the motions remain pending. On February 27, 2024, the Roberts Plaintiffs filed a Notice for Jury Trial with the Circuit Court of Palm Beach County, notifying the court that the matter was ready to be set for trial. On April 19, 2024, the Roberts Plaintiffs filed a Motion for Speedy Trial due to the ages and health of the Roberts Plaintiffs. On May 14, 2024, the court issued a scheduling order that, among other things, set this matter for a jury trial to occur sometime between October 21, 2024 and December 27, 2024; however, due to competing schedules of the parties, the court elected to specially set the trial. On October 15, 2024, the court issued an order specially setting the trial to begin on January 14, 2025; however, the court has vacated this trial date. On December 13, 2024, the court denied each of the parties' respective Motions for Summary Judgment. Further, the parties have been ordered by the court to attend mediation, which occurred on March 7, 2025 and was ultimately unsuccessful. On March 21, 2025, the court issued an order specially setting the trial to begin on April 8, 2025 and on the same day, the Company filed an objection to the order on the basis that that it was not timely issued. Also on March 21, 2025, the court scheduled a case management conference for March 28, 2025 and referred this matter to non-binding arbitration beginning on April 8, 2025. The parties attended non-binding arbitration on April 15, 2025, the results of which are confidential. On March 31, 2025, the court issued an order specially setting the trial to begin on June 17, 2025. On June 15, 2025, the parties executed a settlement agreement (the "Roberts Settlement Agreement"), pursuant to which, the Company agreed to pay the Roberts Plaintiffs a total sum of $5.5 million, payable as follows: (i) $1,250,000 within five (5) business days of executing the Roberts Settlement Agreement; (ii) $150,000 on January 5, 2026; and (iii) starting January 5, 2026, $4.1 million in equal monthly installments over thirty-six (36) months, bearing simple interest rate of 6% per year. On June 16, 2025, the parties filed a Joint Stipulation to Dismiss this matter with prejudice, which was approved by the court on June 17, 2025.On July 23, 2020, Blue Sky Realty Corporation filed a putative class action against the Company and the Company’s former Chief Financial Officer in the Ontario Superior Court of Justice (“OSCJ”) in Toronto, Ontario. On September 27, 2021, the OSCJ granted leave for the plaintiff to amend its claim (“Amended Claim”). In the Amended Claim, the plaintiff seeks to certify the proposed class action on behalf of two classes. “Class A” consists of all persons, other than any executive level employee of the Company and their immediate families (“Excluded Persons”), who acquired the Company’s common shares in the secondary market on or after April 12, 2019, and who held some or all of those securities until after the close of trading on April 5, 2020. “Class B” consists of all persons, other than Excluded Persons, who acquired the Company’s common shares prior to April 12, 2019, and who held some or all of those securities until after the close of trading on April 5, 2020. Among other things, the plaintiff alleges statutory and common law misrepresentation, and seeks an unspecified amount of damages together with interest and costs. The plaintiff also alleges common law oppression for releasing certain statements allegedly containing misrepresentations inducing Class B members to hold the Company’s securities beyond April 5, 2020. No certification motion has been scheduled. The Amended Claim also changed the named plaintiff from Blue Sky Realty Corporation to Timothy Kwong. The hearing date for the motion for leave to proceed with a secondary market claim under the Securities Act (Ontario) has been vacated. The parties have reached a settlement in principle, and November 16, 2023, the OSCJ certified the class for settlement purposes only. On February 20, 2024, the OSCJ held the settlement approval hearing and on March 8, 2024, issued its decision rejecting the proposed settlement. On August 19, 2021, Arvin Saloum (“Saloum”), a former consultant of the Company, filed a Demand for Arbitration with the American Arbitration Association (the “Arbitration Action”) against The Healing Center Wellness Center, Inc. (“THCWC”) and iAnthus Arizona, LLC (“iA AZ”), claiming a breach of a Consulting and Joint Venture Agreement (the “JV Agreement”) for unpaid consulting fees allegedly owed to Saloum under the JV Agreement. Saloum is claiming damages between $1.0 million and $10.0 million. On September 7, 2021, THCWC and iA AZ filed Objections and Answering Statement to Saloum’s Demand for Arbitration. On November 18, 2021, THCWC and iA AZ filed a Complaint for Declaratory Judgment (“Declaratory Judgment Complaint”) with the Arizona Superior Court, Maricopa County (“Arizona Superior Court”), seeking declarations that: (i) the JV Agreement is void, against public policy and terminable at will; (ii) the JV Agreement is unenforceable and not binding; and (iii) the JV Agreement only applies to sales under the Arizona Medical Marijuana Act. On January 21, 2022, Saloum filed an Answer with Counterclaims in response to the Declaratory Judgment Complaint. The Declaratory Judgment Complaint remains pending before the Arizona Superior Court. The Arbitration Action is stayed, pending resolution of the Declaratory Judgment Complaint. On April 25, 2023, the parties attended a mediation, which was unsuccessful. The parties are currently engaging in discovery. On March 23, 2026, Saloum filed a Partial Motion for Summary Judgment, seeking a declaration that the JV Agreement is binding upon THCWC, iA AZ and the Company (collectively, the "iAnthus Parties") because: (i) the iAnthus Parties ratified the JV Agreement by making payments to Saloum; (ii) the iAnthus Parties assumed the obligations under the JV Agreement in connection with the MPX Acquisition; (iii) the MPX Acquisition was a de-facto merger, meaning MPX Corporation's obligations became the iAnthus Parties'; and (iv) the iAnthus Parties are stopped from denying the enforceability of the JV Agreement because Saloum relied upon the iAnthus Parties' performance. The iAnthus Parties’ response is due on April 23, 2026.On May 23, 2022, CGX Life Sciences, Inc. (“CGX”), a wholly-owned subsidiary of the Company, filed a demand for arbitration (the “CGX Arbitration”) with the American Arbitration Association (“AAA”) against LMS Wellness, Benefit LLC (“LMS”) and its 100% owner, William Huber (“Huber” and together with LMS, the “Defendants”) for various breaches under the option agreements entered into between CGX and LMS, on the one hand, and CGX and Huber on the other (collectively, the “Option Agreements”). Specifically, CGX is seeking: (i) an order finding the Defendants in breach of the Option Agreements and directing specific performance by the Defendants of their obligations under the Option Agreements to complete the sale and transfer of LMS to CGX; (ii) an order either tolling or extending the closing date under the Option Agreements; (ii) an order requiring Huber to restore LMS’ bank account of all sums withdrawn for the payment of contracts entered into in breach of the Option Agreements; and (iii) an order prohibiting Huber from withdrawing any further funds from LMS’ bank account. On June 8, 2022, the Defendants filed an Answering Statement, denying the allegations raised by CGX and sent a notice to CGX, purporting to terminate the Option Agreements. In addition, on June 8, 2022, LMS filed a demand for arbitration (the “S8 Arbitration”) with the AAA against S8 Management, LLC (“S8”), alleging that S8 breached the Amended and Restated Management Services Agreement (the “MSA”) entered into between LMS and S8 on March 12, 2018. On June 24, 2022, the Defendants filed Motion to Consolidate the CGX Arbitration and S8 Arbitration. On July 5, 2022, CGX filed an opposition to the Defendants’ Motion to Consolidate and a cross-Motion to Stay the S8 Arbitration to allow the CGX Arbitration to proceed first. On July 26, 2022, the parties attended a preliminary conference with the arbitrator, at which conference the arbitrator preliminarily granted the Defendants’ Motion to Consolidate and denied CGX’s cross-Motion to Stay the S8 Arbitration. On October 7, 2022, CGX filed a dispositive motion for specific performance of Defendants’ obligations to complete the sale of LMS to CGX (claims (i) and (ii), above), which Defendants opposed. On October 31, 2022, the arbitrator granted CGX’s dispositive motion and ordered Defendants to complete the sale of LMS to CGX. The remaining claims asserted in the CGX Arbitration (claims (iii) and (iv), above) and the S8 Arbitration remain pending. On November 30, 2022, Defendants filed a Petition to Vacate Arbitration Award. CGX’s filed its response on January 30, 2023, and subsequently the Defendants filed a Request for Hearing on February 3, 2023. The Circuit Court for Baltimore County had a hearing on the Petition to Vacate Arbitration Award on February 21, 2024, and on March 4, 2024, the Circuit Court for Baltimore County denied Defendants' Petition to Vacate Arbitration Award. On April 8, 2024, the Defendants submitted the required ownership transfer paperwork to the Maryland Cannabis Administration (the "MCA") to request approval of the transfer of ownership of LMS to CGX following the denial of the Defendants' Petition to Vacate Arbitration Award. Also on April 8, 2024, the Defendants requested that the MCA either deny the ownership transfer of LMS to CGX, or delay their consideration of the request until the S8 Arbitration is complete. On April 22, 2024, the MCA notified the parties that it will wait to consider the request to transfer ownership of LMS to CGX until the S8 Arbitration is complete. Beginning on July 15, 2024, the parties attended a hearing regarding claims (iii) and (iv) in the CGX Arbitration and the claims in the S8 Arbitration. The parties filed post-hearing briefs on August 27, 2024 and oral argument regarding the post-hearing briefs was held on September 16, 2024. On September 24, 2024, the arbitrator issued his final award, in which he denied the claims of all parties in the CGX Arbitration and S8 Arbitration. Upon completion of the CGX Arbitration and S8 Arbitration, CGX continued to pursue regulatory approval of the transfer of ownership of LMS to CGX from the MCA. On March 4, 2025, the MCA approved the transfer of 100% of the ownership of LMS to CGX.Pursuant to the terms of the Option Agreements, LMS and Huber are required to close the transaction and transfer 100% of the membership interests of LMS to CGX within two (2) business days of receipt of the MCA's approval, as that was the final closing condition to be satisfied. Accordingly, CGX demanded that LMS and Huber close no later than March 7, 2025. LMS and Huber failed to close and on March 10, 2025, CGX filed a Motion to Enforce Judgment to mandate that LMS and Huber transfer ownership of LMS to CGX, among other things. LMS and Huber have not responded to CGX's motion yet. On March 7, 2025, LMS filed an action in the Circuit Court for Anne Arundel County, seeking a writ of mandamus, temporary restraining order and preliminary injunction against the MCA on the basis that the MCA violated the law by issuing its March 4, 2025 approval regarding the transfer of 100% of the ownership of LMS to CGX. Specifically, LMS is seeking an order that the MCA be compelled to rescind its approval because ownership of LMS's license cannot be transferred for five (5) years, or until July 1, 2028, because LMS converted its medical-only license to a dual license on July 1, 2023. On March 12, 2025, the MCA filed its opposition to LMS, arguing, among other things, that the court order exception to the 5-year restriction on transfers applies. Also on March 12, 2025, CGX intervened and filed an opposition to LMS, incorporating the MCA's opposition. On March 14, 2025, the parties attended a court conference and the court denied LMS's motion for a temporary restraining order. On April 18, 2025, the court granted CGX’s Motion to Enforce Judgment and ordered LMS and Huber to close the transaction and transfer 100% of the membership interests of LMS to CGX no later than April 21, 2025. On April 21, 2025, LMS complied with the court’s order and CGX now owns 100% of LMS. As a result, this matter is now resolved.On June 20, 2023, LMS filed a complaint in the United States District Court for the District of Maryland against the Company and three wholly-owned subsidiaries of the Company (the "iAnthus Defendants"), alleging conversion, RICO violations and unjust enrichment and seeking damages in excess of $4.5 million, plus treble damages (the "Federal Complaint"). The allegations in the Federal Complaint appear substantially similar to, and appear to arise from substantially the same operative facts as, those alleged by LMS in the CGX Arbitration, the S8 Arbitration, and in support of the Defendants' Petition to Vacate Arbitration Award. The iAnthus Defendants deny LMS’s allegations alleging unlawful conduct. The iAnthus Defendants filed a Motion to Dismiss (Or Stay the Proceedings) the Federal Complaint on September 11, 2023. On March 12, 2024, the Court granted the iAnthus Defendants' motion and administratively stayed the Federal Complaint pending the outcome of the CGX Arbitration and the S8 Arbitration. On November 1, 2024, LMS filed a voluntary notice of dismissal, dismissing the Federal Complaint. On November 4, 2024, the court ordered that LMS’s notice of dismissal be adopted and further ordered that the Federal Complaint be dismissed.On June 20, 2022, Michael Weisser (“Weisser”) commenced a petition (the “Petition”) in the Supreme Court of British Columbia (the “Court”) against the Company and the Company’s former board of directors. In the Petition, Weisser sought: (i) a declaration that the affairs of Company and its then-board of directors were being conducted or have been conducted in a manner that is oppressive and/or prejudicial to Weisser; (ii) an order that Weisser is entitled to call and hold the Company’s annual general meeting for 2020 ( “2020 AGM”) on or before June 30, 2022 or a date set by the Court as soon as reasonably possible; (iii) alternatively, an order that the Company hold the 2020 AGM on or before June 30, 2022 or a date set by the Court as soon as reasonably possible; (iv) an order that the Company set the record date for the 2020 AGM; (v) an order that Weisser is entitled to appoint a chair for the 2020 AGM, or that the Court appoint an independent chair for the 2020 AGM; and (vi) an order that the Company be required to provide Weisser with an opportunity to review all votes and proxies submitted in respect of the 2020 AGM, no later than 24 hours in advance of the 2020 AGM. On June 22, 2022, Weisser was granted a short leave by the Court which permitted a return date for the Petition of June 28, 2022. On June 24 2022, the Company closed the Recapitalization Transaction and the Company noticed the 2020 AGM, the annual general meeting for 2021 (“2021 AGM”) and the annual general meeting for 2022 (the “2022 AGM” and together with the 2020 AGM and 2021 AGM, the “AGMs”). As a result, Weisser’s Petition was rendered moot. On November 14, 2022, Weisser filed an application (the “Application”) in the Petition proceeding, seeking to add the Secured Lenders and Consenting Unsecured Lenders as respondents to the Petition and to amend the Petition. Specifically, Weisser is seeking to amend the Petition to request: (i) a declaration that the affairs of the Secured Lenders, Consenting Unsecured Lenders, the Company and the powers of its then-directors have been and are continuing to be conducted in a manner that is oppressive and/or prejudicial to Weisser; (ii) an order setting aside and/or unwinding the closing of the Recapitalization Transaction; (iii) an order setting aside the results of the Company’s annual general meeting held August 11, 2022; (iv) an order that the 2020 AGM be held by December 31, 2022; (v) an order that the Company set the record date for the 2020 AGM to hold the meeting by December 31, 2022; (vi) an order that for purposes of voting at the 2020 AGM, the shareholdings of the Company be those shareholdings that existed prior to the closing of the Recapitalization Transaction; (vii) an order that Weisser is entitled to appoint a chair for the 2020 AGM, or that the Court appoint an independent chair for the 2020 AGM; (viii) an order that the Company be required to provide Weisser with an opportunity to review all votes and proxies submitted in respect of the 2020 AGM, no later than 24 hours in advance of the 2020 AGM; and (ix) an order that pending the 2020 AGM, the Company’s current board of directors be replaced by an interim slate of directors to be nominated by Weisser. On May 2, 2023, ICH and its former directors filed their response to the Petition, opposing all orders sought by Weisser, in part, as the Petition is barred by the releases in the Plan of Arrangement and constitutes a collateral attack on Justice Gomery's order approving the Plan. Weisser has not requested a hearing date on the Petition yet. On April 5, 2023, Canaccord Genuity Corp. ("Canaccord") filed a Statement of Claim against the Company in the OSCJ pursuant to an engagement letter (as amended, the "Engagement Letter") entered into by and between Canaccord and the Company. Specifically, Canaccord alleges that it is owed a cash fee equal to approximately $2.2 million(the "Alleged Fee") pursuant to the Engagement Letter as a result of the closing of the Recapitalization Transaction. The Company filed its Statement of Defense on May 17, 2023 in which, the Company disputes that it owes the Alleged Fee on the basis that the Recapitalization Transaction closed outside of the tail period of the Engagement Letter, which expired on November 4, 2021. The Company also filed a counterclaim against Canaccord, seeking the repayment of $0.3 million payment mistakenly made by the Company towards the Alleged Fee in October 2022. On November 3, 2023, Canaccord filed a Motion for Summary Judgment, requesting that the court grant Canaccord's claim for the Alleged Fee. The hearing on Canaccord's Motion for Summary Judgment was held on June 26, 2025. On August 8, 2025, the parties executed a settlement agreement, pursuant to which, the Company agreed to pay Canaccord a total sum of $2.0 million, payable as follows: (i) $0.3 million by August 20, 2025; and (ii) $1.7 million in 24 equal monthly installments, beginning on September 19, 2025.Note 15 - Related Party Transactions December 31, December 31, 2025 2024 Financial Statement Line Item Long-term debt, net of issuance costs (1) 188,088 177,925 Accrued and other current liabilities 4,032 9,461 Total $ 192,120 $ 187,386 (1)Upon the closing of the Recapitalization Transaction, certain of the Company’s lenders held greater than 5.0% of the voting interests in the Company and therefore are classified as related parties. Refer to Note 9 for further discussion. Pursuant to the terms of the Secured DPA, the Company has a related party payable of $6.3 million due to certain of the New Secured Lenders, including Gotham Green Fund 1, L.P., Gotham Green Fund 1 (Q), L.P., Gotham Green Fund II, L.P., Gotham Green Fund II (Q), L.P., Oasis Investment Master II Fund LTD., Senvest Global (KY), LP, Senvest Master Fund, LP and Hadron Healthcare and Consumer Special Opportunities Master Fund, for certain out-of-pocket costs, charges, fees, taxes and other expenses incurred by the New Secured Lenders in connection with the closing of the Recapitalization Transaction (the “Deferred Professional Fees”). These New Secured Lenders held greater than 5.0% of the outstanding common shares of the Company upon the closing of the Recapitalization Transaction and are therefore considered to be related parties. The Company had until December 31, 2022, to pay the Deferred Professional Fees ratably based on the amount of each New Secured Lender’s Deferred Professional Fees. The Deferred Professional Fees accrued simple interest at the rate of 12.0% from the Closing Date until December 31, 2022. Beginning with the first business day of the month following December 31, 2022, interest shall accrue on the Deferred Professional Fees at the rate of 20.0% calculated on a daily basis and is payable on the first business day of every month until the Deferred Professional Fees and accrued interest thereon is paid in full.On February 5, 2025, the Company entered into consent and release agreement with Secured Lenders to utilize cash proceeds upon the closing of the AZ Transaction to payments in the amount of $5.0 million towards the principal amount outstanding under the Deferred Professional Fees. In addition, the Secured Lenders agreed to reduce the outstanding amount of the Deferred Professional fees by $1.0 million and reduce interest to 8% on the remaining balance. On September 2, 2025, the Company applied cash proceeds from the sale of the AZ Note, utilizing $0.3 million toward the remaining principal and $0.9 million toward accrued interest under the Deferred Professional Fees. As of December 31, 2025, the outstanding related party portion of the Deferred Professional Fees including accrued interest was $2.2 million (December 31, 2024 – $9.2 million). The related party balance is presented in accrued and other current liabilities on the consolidated balance sheets.Pursuant to the terms of 2024 NJ Amendment, interest accruing after February 16, 2024 will be payable in cash on the last day of each fiscal quarter (the first such interest payment date being May 16, 2024). As of December 31, 2025 the outstanding related party portion of the interest payable was $0.1 million (December 31, 2024 - $0.2 million) presented in accrued and other current liabilities on the consolidated balance sheets.Note 16 - Income Taxes Income tax (benefit) expense for the years ended December 31, 2025 and 2024 consisted of the following: 2025 2024 Current income (benefit) tax expense Federal $ 16,355 $ (9,215 ) State 683 11,811 Total current income tax expense 17,038 2,596 Deferred income tax recoveries Federal — (16,053 ) State — (4,221 ) Total deferred income tax benefit — (20,274 ) Income tax (benefit) expense $ 17,038 $ (17,678 ) Income tax expense differed from the amount computed by applying the federal statutory tax rate of 21.0% for the years ended December 31, 2025 and 2024 due to the following: 2025 2024 Pretax loss at federal statutory rate $ (4,865 ) 21.0% $ (5,316 ) 21.0% State income taxes, net of federal expense (362 ) -1.6% (244 ) 1.0% Foreign income taxes (428 ) -1.8% (848 ) 3.3% Non-deductible items 328 1.4% 1,065 -4.2% True-up of income taxes payable 11,232 48.5% (6,573 ) 26.0% Uncertain tax positions 4,821 20.8% 5,363 -21.2% Other items (5,226 ) -22.6% (20 ) 0.1% Change in valuation allowance 11,538 49.8% (11,105 ) 43.9% Income tax (benefit) expense $ 17,038 73.6% $ (17,678 ) 69.8% The tax effects of temporary differences that give rise to significant portions of the deferred income tax assets and liabilities as of December 31, 2025 and 2024 are presented below: 2025 2024 Deferred income tax assets: Net operating loss carryforwards $ 39,401 $ 52,183 Interest expense carryforwards 44,875 35,596 Stock based compensation 14,173 12,486 Intangible assets 5,019 6,650 Property, plant and equipment 3,126 6,696 Inventories 41 166 Other items 9,047 1,103 115,682 114,880 Valuation allowance (95,973 ) (94,151 ) Deferred income tax assets $ 19,709 $ 20,729 Deferred income tax liabilities: Intangibles resulting from acquisitions (19,709 ) (20,729 ) Deferred income tax liabilities (19,709 ) (20,729 ) Net deferred income tax liabilities $ — $ — As of December 31, 2025, the Company has Canadian non-capital loss carryforwards of $131.1 million available to offset future income which will expire in the years 2026 through 2043. As of December 31, 2025, the Company has federal net operating loss carryforwards of approximately $152.5 million with a portion that will begin to expire in the years 2035 through 2037. Additionally, the Company has net operating loss carryforwards for state purposes aggregating $142.1 million as of December 31, 2024, of which a portion will begin to expire in the years 2028 through 2043. For the year ended December 31, 2025, the Company has established a full valuation allowance based on management’s assertion that certain deferred tax assets, related to net operating loss carryforwards, are not realizable in the near future due to operating losses incurred as we continue to expand the business and Section 163(j) limitation on interest expense deductibility. In general, under Section 382 of the U.S. Internal Revenue Code of 1986, as amended, a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its pre-change net operating loss carryforwards (“NOLs”) to offset future taxable income. Similarly, where control of a corporation has been acquired by a person or group of persons, subsection 111(5) of the Income Tax Act (Canada), and equivalent provincial income tax legislation restrict the corporation’s ability to carry forward non-capital losses from preceding taxation years. The Company concluded that the Recapitalization Transaction which closed on June 24, 2022 did not qualify as an acquisition of control for Canadian tax purposes; therefore, the Company’s existing Canadian non-capital losses are unlimited and continue to have a full valuation allowance set against its deferred tax assets. The U.S. NOLs will be subject to a substantial annual limitation arising from the Company’s ownership changes. As a result, a full valuation allowance has been recorded by the Company on these deferred tax assets as well as any Section 163(j) interest limitation deduction carryforwards. The Section 382 limitation is increased by recognized built-in gain (“RBIG”) in the five-year period following the change date to the extent that the value of the loss corporation’s assets exceed the tax basis of these assets. Under the Section 338 approach, assets are treated as generating RBIG even if these assets are not disposed of during the five-year recognition period. The Company is in the process of reviewing the tax basis of their fixed assets so it can compare it to the deemed selling price under Section 382 of the code. The Company is expecting that this calculation may result in a RBIG that would increase the Section 382 limitation available over the next five years. The Company files income tax returns in Canada, Luxembourg, United States and various state and local tax jurisdictions. The Company’s income tax years open to examination are 2013 through 2020 in Canada, and 2019 through 2022 in the United States. The Company record uncertain tax position when a tax position does not meet the 50% more-likely-than-not threshold. For the years ended December 31, 2025 and December 31, 2024, there was $106.9 million and $81.4 million, respectively in unrecognized tax benefits that if recognized, would impact our effective tax rate. As the Company operates in the cannabis industry within the United States, the Company considers Internal Revenue Code (“IRC”) Section 280E which generally allows a deduction for certain expenses directly related to sales of product. Based on our legal interpretation, we have established a reserve for uncertain tax positions related to the differences that would arise under IRC Section 280E. 2025 2024 Unrecognized tax benefits: Beginning balance $ 81,371 $ — Additions for tax positions related to current year 17,392 81,371 Additions for tax positions related to prior years 8,137 — Balance as of December 31, 2025 $ 106,900 $ 81,371 Note 17 – Consolidated Statements of Cash Flows Supplemental Information (a) Cash payments made on account of: Year Ended December 31, 2025 2024 Income taxes (including interest and penalties) $ 7,669 $ 4,402 Interest 1,486 1,525 (b) Changes in other non-cash operating assets and liabilities are comprised of the following: Year Ended December 31, 2025 2024 Decrease (increase) in: Accounts receivables, net $ 4,372 $ (1,762 ) Prepaid expenses (1,345 ) (190 ) Inventories, net (4,493 ) 1,570 Other current assets (1,776 ) 1,194 Other long-term assets 1,769 (641 ) Operating leases (1,659 ) (2,196 ) (Decrease) increase in: Accounts payable 1,935 (2,003 ) Accrued and other current liabilities (2,273 ) (55,362 ) Other non-current liabilities 2,532 (518 ) Uncertain tax position liabilities 10,220 54,304 $ 9,282 $ (5,604 ) (c) Depreciation and amortization are comprised of the following: Year Ended December 31, 2025 2024 Property, plant and equipment $ 7,003 $ 8,774 Operating lease ROU assets 2,075 2,055 Intangible assets 10,212 13,907 $ 19,290 $ 24,736 (d) Write-downs, (recoveries) and other charges, net are comprised of the following: Year Ended December 31, 2025 2024 Account receivable $ 306 $ 1,181 Notes receivable 1,808 — Share issuance — 320 Operating lease ROU assets — (136 ) Intangible assets 85 — Property, plant and equipment 814 (2,601 ) $ 3,013 $ (1,236 ) (e) Significant non-cash investing and financing activities are as follows: Year Ended December 31, 2025 2024 Supplemental Cash Flow Information: Non-cash consideration for paid-in-kind interest $ 14,820 $ 13,951 Non-cash issuance of shares for the Cheetah Acquisition 1,167 — Non-cash issuance of shares from Senior Secured Bridge Notes Amendment — 1,581 Assets classified as assets held for sale — 23,572 Liabilities classified as held for sale (2,347 ) Non-cash issuance of shares for legal settlements — 355 Non-cash issuance of Senior Secured Bridge Notes — 14,345 Non-cash extinguishment of Senior Secured Bridge Notes — (15,813 ) Note 18 - Subsequent Events Legal Proceedings Please refer to Note 14 for further discussion. Extension of INJ Senior Secured Bridge NotesOn February 16, 2026, the Company entered into amending agreements (the "2026 Bridge Notes Amendment") to the senior secured bridge notes (the “Senior Secured Bridge Notes”) originally issued by INJ on February 2, 2021, with the collateral agent and certain holders of the Senior Secured Bridge Notes in the aggregate initial principal amount of $11 million and having a maturity date of February 16, 2026. Pursuant to the 2026 Bridge Notes Amendment, the maturity date of the Bridge Notes has been extended from February 16, 2026, to June 24, 2027 in consideration of an amendment fee equal to two percent (2%) of the principal amount of such Senior Secured Bridge Notes as of the date of the 2026 Bridge Notes Amendment, payable on the amended maturity date. As of February 16, 2026, the aggregate principal amount outstanding on the Bridge Notes is approximately $8.4 million.Issuance of Common SharesOn January 6, 2026, the Company issued 113,424 common shares for vested RSUs to certain employees and directors. The Company withheld 910 common shares to satisfy employees' tax obligations of less than $0.1 million. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls Our Chief Executive Officer and our Chief Financial Officer have evaluated the effectiveness of our “disclosure controls and procedures” as of December 31, 2025, the end of the period covered by this Annual Report on Form 10-K. The term “disclosure controls and procedures” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files under the Exchange Act is accumulated and communicated to a company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Based on the evaluation of our disclosure controls and procedures as of December 31, 2025, our Chief Executive Officer and our Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were not effective due to material weaknesses, which could adversely affect our ability to record, process, summarize, and report financial data. Such weaknesses include: (1) We did not perform reviews of relevant Service Organization Control Reports for key third party service providers; (2) We did not perform an effective risk assessment or monitor internal controls over financial reporting.We have developed a plan to remediate the material weaknesses, which includes dedicating additional resources to assess and improve our ITGCs, and (ii) developing a roadmap to become SOX compliant by the required deadline. Management’s Annual Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rule 13a-15(f). Internal control over financial reporting is a process designed under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with GAAP. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. As of December 31, 2025, under the supervision and with the participation of our management, including Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework—2013. Based on this assessment, our management concluded that, as of December 31, 2025, our internal control over financial reporting was not effective due to material weaknesses in our internal control over financial reporting related to certain matters, including: (1) We did not perform reviews of relevant Service Organization Control Reports for key third party service providers; (2) We did not perform an effective risk assessment or monitor internal controls over financial reporting.In light of these material weaknesses, we performed additional analysis and other post-closing procedures to ensure the reliability of financial reporting and that our financial statements were prepared in accordance with GAAP. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.Our management with oversight from the Audit Committee of the Board of Directors have developed a plan to remediate these material weaknesses, which includes: (i) dedicate additional resources to assess and improve our ITGCs, and (iii) develop roadmap to become SOX compliant by the required deadline. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects. The material weaknesses will not be considered remediated, however, until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the exemption provided to issuers that are not “large accelerated filers” nor “accelerated filers” under the Dodd-Frank Wall Street Reform and Consumer Protection Act. Changes in Internal Control Over Financial Reporting There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(d) and 15d-15(d) under the Exchange Act) which occurred during the quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.ITEM 9B. OTHER INFORMATION Trading Arrangements During the quarterly period ended December 31, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.Additional Information None.ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. None. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The following table sets forth the name, age and positions of our executive officers and directors as of March 24, 2026. NAME AGE POSITION Richard Proud 45 Chief Executive Officer and Director Justin Vu 41 Chief Financial Officer Michelle Mathews-Spradlin 58 Chair of the Board Scott Cohen 56 Director Alexander Shoghi 43 Director Kenneth W. Gilbert 74 Director The business background and certain other information about our directors and executive officers is set forth below. Richard Proud. Mr. Proud was appointed to serve as the Company's Chief Executive and as a director of the Company's Board of Directors on July 17, 2023. Mr. Proud brings 20 years of leadership experience across cannabis, retail, wholesale, and international selling channels. Prior to joining iAnthus, Mr. Proud was most recently Executive Vice President of Revenue for Curaleaf - a vertically integrated multi-state cannabis operator and served in that role from June 2022 through July 2023. Mr. Proud also held the titles of Senior Vice President of Assortment Planning and Inventory Management and Vice President of Assortment Planning with Curaleaf between September 2020 through June 2022. Prior to joining Curaleaf, Mr. Proud was Head of Planning for Grassroots Cannabis from August 2019 to September 2020, which is when Grassroots Cannabis was acquired by Curaleaf. Prior to that, Mr. Proud held executive level positions for globally recognized consumer retail brands: Abercrombie & Fitch, Hollister, and Garage. Mr. Proud holds a Bachelor of Arts degree from The University of Georgia. The Company believes Mr. Proud is qualified to serve as a director of the Company because of his experience and background as an executive in cannabis and retail operations.Justin Vu. Mr. Vu was appointed to serve as the Company's Interim Chief Financial Officer on April 5, 2024, and the Company's permanent Chief Financial Officer on January 6, 2025. Mr. Vu joined the Company as its Senior Vice President of Finance and Strategy and was in that role since early 2023 until he was appointed the Company's Interim Chief Financial Officer. Prior to joining iAnthus, Mr. Vu worked as a financial consultant, including time with Irwin Naturals, a mass market nutraceutical brand, where he facilitated Irwin’s initial public offering and entrance into the psychedelic mental health care space. Prior to that, Mr. Vu worked within the media and entertainment industry, most recently serving as Director of Global Finance at Warner Bros. Mr. Vu holds a Master of Business Administration degree from UCLA’s Anderson School of Management and a bachelor’s degree in business economics from the University of California, Santa Barbara. He is a Certified Public Accountant in the state of California.Michelle Mathews-Spradlin. From 1993 until her retirement in 2011, Ms. Mathews-Spradlin worked at Microsoft Corporation (Nasdaq: MSFT) (“Microsoft”), where she served as Chief Marketing Officer and previously held several other key leadership positions. Prior to her employment with Microsoft, Ms. Mathews-Spradlin worked in the United Kingdom as a communications consultant for Microsoft from 1989 to 1993. She also held various roles at General Motors Co. from 1986 to 1989. As the CMO and SVP of Microsoft, Ms. Mathews-Spradlin oversaw the company’s global marketing function, including the household brands of Windows, Office, Xbox, Internet Explorer and Bing. Ms. Mathews-Spradlin led Microsoft’s consumer and business-to-business marketing to hundreds of millions of global customers. She was instrumental in driving the growth of Microsoft’s global business by building several of the world’s leading technology brands. As the most senior woman at Microsoft, she was also a strong advocate for female advancement and personally spearheaded the company’s network and mentoring program for female progression at the company. She retired from Microsoft in 2011, after 22 years. Ms. Mathews-Spradlin currently serves on the board of directors of The Wendy’s Company (Nasdaq: WEN) and in addition serves as a board member of several private companies, including Jacana Holdings Inc., The Bouqs Company and The Brand Tech Group (formerly known as You & Mr. Jones). She also previously served as a board member of Brandtech Group. She is also a digital advisory board member for Unilever PLC (NYSE: UL), a member of the board of trustees of the California Institute of Technology and a member of the executive board of the UCLA School of Theater, Film and Television. The Company believes Ms. Mathews-Spradlin is qualified to serve as a director of the Company because of her experience in senior leadership and C-suite positions. Scott Cohen. Mr. Cohen has over 25 years of professional investment experience, including public and private debt and equity securities. Mr. Cohen is currently a consultant to financially troubled companies and stakeholders, and an active investor in turnaround opportunities. Until 2017, Mr. Cohen was with Silver Rock Financial, a large family office, investing in debt and equity investments. Responsibilities included sourcing of both public and private debt, structuring debt securities and loans, and leading activist and restructuring transactions. Prior to Silver Rock Financial, Mr. Cohen was Managing Director and Portfolio Manager at Cerberus Capital Management (“Cerberus”). At Cerberus, Mr. Cohen’s responsibilities included analyzing, investing, and managing of a portfolio of primarily distressed assets. Most of these investments involved activist or control roles, from leading creditor committees to initiating negotiations with borrowers in restructurings. Mr. Cohen also worked closely with the private equity team at Cerberus on several large transactions, focusing on liability management within portfolio companies. Prior to joining Cerberus, Mr. Cohen worked in Merrill Lynch’s distressed debt trading group from 1992 to 1998, analyzing and investing in distressed corporate situations. From 1990 to 1992 he was an investment banker in Merrill’s High Yield Finance and Restructuring Group. Mr. Cohen is a 1990 graduate of Tufts University. The Company believes Mr. Cohen is qualified to serve as a director of the Company because of his experience and background in both private equity and capital markets. Alexander Shoghi. Mr. Shoghi is a Portfolio Manager at Oasis Management, a private investment management firm headquartered in Hong Kong. Mr. Shoghi joined Oasis in 2005, first based in Hong Kong, and subsequently relocating to the U.S. as the founder and manager of Oasis Capital in Austin, Texas in early 2012. From 2004 to 2005, Mr. Shoghi worked at Lehman Brothers in New York City. Mr. Shoghi holds a Bachelor of Science of Business Administration in Finance and International Business degree from Georgetown University. The Company believes Mr. Shoghi is qualified to serve as a director of the Company because of his experience and background in finance. Kenneth W. Gilbert. From October 2012 until his retirement in December 2017, Mr. Gilbert served as the Group Chief Marketing Officer of VOSS of Norway ASA (“VOSS”), a global manufacturer and marketer of premium bottled water. Prior to joining VOSS, Mr. Gilbert founded and served as the President of RazorFocus, a marketing consultant practice, from May 2005 to October 2012. Prior to that time, he served as President and Chief Operating Officer of UniWorld Group, Inc., a multicultural advertising agency in the U.S., from May 2003 to June 2004. From September 1995 to April 2001, Mr. Gilbert worked at Snapple Beverage Corporation (formerly Snapple Beverage Group, Inc.) (“Snapple”) as Senior Vice President and Chief Marketing Officer, where he led marketing efforts to revitalize the brand and assembled four company brands for successful disposition. Prior to his employment with Snapple, Mr. Gilbert served as Group Account Director at the Messner Vetere Berger Carey Schmetterer RSCG advertising agency from July 1991 to August 1995 and as Senior Vice President and Director of Client Services at UniWorld Group, Inc. from February 1989 to June 1991. Mr. Gilbert served on the board of directors of The Wendy’s Company (Nasdaq: WEN) from 2016 to December 2024. In his former roles as Chief Marketing Officer for VOSS and Snapple, Mr. Gilbert oversaw the company’s marketing function, administered multimillion-dollar budgets, directed internal marketing capabilities, and managed the company’s strategic worldwide brand development, expansion, and distribution. During those years he developed in-depth knowledge and expertise in strategic planning, innovative brand revitalization, risk management, advertising conceptualization and public relations, domestic and international operations, and human capital management. Mr. Gilbert also provides valuable and unique insights into consumer brand positioning strategies, new product development, digital and social media platforms and cultivation of brand recognition and value. The Company believes Mr. Gilbert is qualified to serve as a director of the Company because he possesses extensive experience in global brand management, marketing communications, advertising strategy and sustainability/ESG attributable to his overall professional background as a senior marketing executive in the consumer beverage industry. Family Relationships There are no family relationships among any of our executive officers or directors. Arrangements between Officers and Directors Except as set forth in this Annual Report on Form 10-K, to our knowledge, there is no arrangement or understanding between any of our officers or directors and any other person pursuant to which such officer or director was selected to serve as an officer or director of the Company. Involvement in Certain Legal Proceedings We are not aware of any of our directors or officers being involved in any legal proceedings in the past ten years relating to any matters in bankruptcy, insolvency, criminal proceedings (other than traffic and other minor offenses), or being subject to any of the items set forth under Item 401(f) of Regulation S-K. Audit Committee The main function of the audit committee is to oversee our accounting and financial reporting processes, internal systems of control, independent registered public accounting firm relationships and the audits of our financial statements. The committee’s responsibilities include, among other things: •overseeing the work of the external auditors in preparing or issuing the auditor’s report, including the resolution of disagreements between management and the external auditors regarding financial reporting and audit scope or procedures; •determining whether adequate controls are in place over annual and interim financial reporting as well as controls over our assets, transactions, information systems and the creation of obligations, commitments and liabilities; •reviewing our financial statements; •reviewing transactions with related persons; •reviewing all non-audit services which are proposed to be provided by the external auditors to us or any of our subsidiaries; •establishing procedures for complaints received by us regarding accounting matters; and •reviewing the policies and procedures in effect for considering officers’ expenses and perquisites. Pursuant to the terms of the IRA, the audit committee shall be comprised of one nominee designated by each of the First Investor, the Second Investor and the Third Investor. As of December 31, 2025, our audit committee consisted of Scott Cohen, Michelle Mathews-Spradlin and Alexander Shoghi, with Scott Cohen serving as the chair. Our Board of Directors has determined that Scott Cohen qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K. In addition, after reviewing the qualifications of the members of the audit committee and any relationships they may have with us that might affect their independence, the Board has determined that each of Scott Cohen, Michelle Mathews-Spradlin and Alexander Shoghi is independent.Our Board of Directors adopted a written charter for the audit committee, which is available on our website at www.ianthus.com/team/board-committees. Nominating and Corporate Governance Committee Our nominating and corporate governance committee is responsible for, among other things: •developing and recommending criteria for Board membership and recommending Board nominees including reviewing candidates recommended by our shareholders; •recommending committee nominees; •considering matters of corporate governance; •reviewing and advising regarding the functions of our senior officers; and •reviewing succession plans with respect to our officers. Pursuant to the IRA, the nominating and corporate governance committee shall be comprised of such directors as the Board may determine. As of December 31, 2025, our nominating and corporate governance committee consisted of Alexander Shoghi, Kenneth Gilbert, and Scott Cohen, with Alexander Shoghi serving as the chair. After reviewing the qualifications of the members of the nominating and corporate governance committee and any relationships they may have with us that might affect their independence, the Board has determined that Scott Cohen, Alexander Shoghi, and Kenneth Gilbert are independent. Our Board of Directors adopted a written charter for the nominating and corporate governance committee, which is available on our website at www.ianthus.com/team/board-committees. Compensation Committee Our compensation committee is responsible for assessing whether any of our compensation policies or programs has the potential to encourage excessive risk-taking. Furthermore, our compensation committee discharges the responsibilities of the Board in overseeing our compensation policies, plans and programs and to review and determine the compensation to be paid to our executive officers, directors and other senior management, as appropriate. Our compensation committee is responsible for, among other things: •reviewing and approving our compensation and benefit programs, policies and practices; •setting the compensation of our Chief Executive Officer and approving the compensation of the members of our executive leadership team; •establishing and reviewing annual and long-term performance goals and objectives of our Chief Executive Officer; •reviewing the goals approved by our Chief Executive Officer for the members of our executive leadership team and the performance thereof; •reviewing and making recommendations to the Board regarding director compensation; and •overseeing the administration of our cash-based and equity-based compensation plans. Pursuant to the IRA, the compensation committee of the Board shall be comprised of one nominee designated by the Second Investor together with such other directors as the Board may determine. As of December 31, 2025, our compensation committee consisted of Michelle Mathews-Spradlin as Chair, Alexander Shoghi and Kenneth Gilbert. Michelle Mathews-Spradlin, Alexander Shoghi, and Kenneth Gilbert are each a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act and an outside director, as defined pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended. Our Board of Directors adopted a written charter for the compensation committee, which is available on our website at www.ianthus.com/team/board- committees. Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. To our knowledge, based solely upon a review of Forms 3, 4, and 5 filed with the SEC during the fiscal year ended December 31, 2025, we believe that, except as set forth below, our directors, executive officers, and greater than 10% beneficial owners have complied with all applicable filing requirements during the fiscal year ended December 31, 2025:•Richard Proud, our Chief Executive Officer, failed to report one transaction on time on a Form 4.Code of Business Conduct and Ethics We have adopted a written code of business conduct and ethics that applies to our directors and officers. A copy of the code is filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2020. Disclosure regarding any amendments to, or waivers from, provisions of the code of business conduct and ethics that apply to our directors and officers will be included in a Current Report on Form 8-K, which we will file within four business days following the date of the amendment or waiver. Changes in Nominating Procedures None. Insider Trading Policy The Company has adopted a Disclosure, Confidentiality and Insider Trading Policy, which governs, among other matters, the process and timing of the disclosure by the Company of material information, including those Company officials authorized to disclose such information, as well the purchase, sale and other dispositions of the Company’s securities by the Company’s directors, executive officers, significant shareholders and other insiders who regularly receive material information concerning the Company. We believe our Disclosure, Confidentiality and Insider Trading Policy is reasonably designed to promote, among other things, compliance with insider trading laws, rules and regulations.ITEM 11. EXECUTIVE COMPENSATION Summary Compensation TableThe following table sets forth for the years ended December 31, 2025 and 2024, the compensation awarded to, paid to, or earned by, our principal executive officer and two other most highly compensated executive officers. We refer to these officers as our “named executive officers.” Name and Principal Position Year Salary Bonus (1) StockAwards (3) OptionAwards Nonqualifieddeferredcompensationearnings All othercompensation Total Richard Proud 2025 $ 475,000 $ — $ — $ — $ — 55,843 (2) $ 530,843 Chief Executive Officer 2024 $ 475,000 $ 532,000 $ — — — — $ 1,007,000 Justin Vu 2025 $ 300,000 $ — $ — — — — $ 300,000 Chief Financial Officer 2024 $ 169,600 $ 113,400 $ — — — — $ 283,000 Philippe Faraut 2025 $ — $ — $ — — — 4,437 (5) $ 4,437 Former Chief Financial Officer 2024 $ 82,065 — $ — — — 204,766 (4) $ 286,831 Robert Galvin 2025 $ — $ — $ — — — — $ — Former Interim Chief Executive Officer and Former Interim Chief Operating Officer 2024 $ — — $ 306,470 — — 356,901 (4) $ 663,371 (1)Represents payments of discretionary bonuses for performance during the applicable years, which are discretionary payments as determined by the Board, and as further described below Discretionary Bonus Payments.(2)Represents: (i) $42,973 in tax gross-up payments paid in fiscal year 2025 by the Company on behalf of Mr. Proud to satisfy withholding taxes arising from the sale of common shares in 2025 to cover applicable tax obligations relating to the vesting of RSUs during 2024; and (ii) $12,870 representing the difference between (a) the price at which the Company repurchased 9,910,592 common shares from Richard Proud in 2025 and (b) the fair market value of such shares on the date of repurchase. Such sale of common shares occurred in connection with the Company’s correction of an administrative error in 2024, in which an insufficient number of shares were withheld to satisfy tax withholding obligations upon the vesting of RSUs in 2024. In 2025, the Company discovered the error and repurchased the additional shares that should have been withheld at the time of vesting using the 2024 share price applicable at such time. The Company did not intend to provide, and Mr. Proud did not receive, any additional compensation beyond that was originally associated with the 2024 vesting of RSUs, and the repurchase was effected solely to place Mr. Proud in the position he would have been had the appropriate number of shares been withheld at the time of vesting.(3)Represents the aggregate grant date fair value of RSUs granted for the fiscal year ended December 31, 2025 and December 31, 2024 as determined in accordance with ASC Topic 718, rather than the amount paid to or realized by Robert Galvin, Philippe Faraut, Richard Proud or Justin Vu. (4)For 2024, all other compensation for each Robert Galvin and Philippe Faraut includes the following in connection with payments received under the October Separation Agreement (as defined herein) and the Faraut Separation Agreement (as defined herein), and in each case, for the fiscal year ended December 31, 2024: Name SeparationPayment Bonus COBRAPremiums Paid Time Off Total of All OtherCompensation Philippe Faraut $ 175,000 — $ 7,266 $ 22,500 $ 204,766 Robert Galvin $ 350,000 — $ 6,901 $ — $ 356,901 (5) For 2025, all other compensation for Philippe Faraut includes the following in connection with payment received under the Faraut Separation Agreement for the fiscal year ended December 31, 2025: Name SeparationPayment Bonus COBRAPremiums Paid Time Off Total of All OtherCompensation Philippe Faraut $ — — $ 4,437 $ — $ 4,437 Outstanding Equity Awards as of December 31, 2025 The following table provides information regarding option awards held by each of our named executive officers that were outstanding as of December 31, 2025. Option Awards Stock Awards Name Number ofSecuritiesUnderlyingUnexercisedOptions (#)Exercisable Number ofSecuritiesUnderlyingUnexercisedOptions (#)Unexercisable EquityIncentivePlan Awards:Number ofSecuritiesUnderlyingUnexercisedUnearnedOptions (3) OptionExercisePrice ($) OptionExpirationDate Number ofshares orunits ofstock thathave notvested (#) Marketvalueof shares ofunits ofstock thathave notvested ($)(5) Equityincentiveplan awards:Number ofunearnedshares, unitsor otherrights thathave notvested (#) Equityincentiveplan awards:Market orpayout value ofunearnedshares, units orother rightsthat have notvested ($) Richard ProudChief Executive Officer — — — — — 132,141,243 (1) $ 660,706 — — Justin VuChief Financial Officer 8,633,094 (2) $ 43,165 Philippe Faraut, Former Chief Financial Officer — — — — — — $ — — — Robert Galvin, Former Interim Chief Executive Officer and Former Interim Chief Operating Officer 3,938,678 (3) — — US $ 0.051 47,674 — $ — — — Julius Kalcevich, Former Chief Financial Officer 3,938,678 (4) — — US $ 0.051 47,674 — — — — (1)RSUs granted to Richard Proud on August 31, 2023, which will vest in equal annual installments on August 31, 2025 and August 31, 2026. (2)RSUs granted to Justin Vu on June 27, 2023, which will vest in equal annual installments on June 27, 2025 and June 27, 2026.(3)Replacement stock options granted to Robert Galvin on September 21, 2022, which vested in equal installments on July 10, 2021, July 10, 2022, and July 10, 2023(4)Replacement stock options granted to Julius Kalcevich on September 21, 2022, which fully vested in 2022. (5)Market value determined using the closing stock price of $0.005 per share on the last trading day the fiscal year on December 31, 2024.Richard Proud Employment AgreementWe entered into an employment agreement with Richard Proud (the "Proud Employment Agreement") effective as of July 17, 2023, pursuant to which Mr. Proud currently serves as the Chief Executive Officer of the Company. Pursuant to the Proud Employment Agreement, Mr. Proud receives an annual base salary of $475,000. In addition, Mr. Proud is eligible to receive an annual bonus, with the target annual bonus being 100% of Mr. Proud's annual base salary. Mr. Proud's target annual bonus has a minimum of 0% and a maximum of 200%, based upon individual and/or corporate performance criteria established annually by the Board and Mr. Proud; provided, however, 50% of Mr. Proud's target annual bonus is guaranteed for Mr. Proud's first two years of employment. To be eligible to receive the target annual bonus, Mr. Proud must be employed on the bonus payment date. Pursuant to the Proud Employment Agreement, Mr. Proud also received a grant of RSUs with respect to the common shares of the Company equal to 3% of the common shares of the Company outstanding as of the date of the RSU grant. The grant of the RSUs to Mr. Proud are subject to the terms and conditions of the Company's Omnibus Incentive Plan and related equity award agreement. he RSUs will vest in three equal annual installments on the first three anniversaries of the date of grant of such RSUs, contingent on Mr. Proud remaining employed through each vesting date. The RSUs will immediately fully vest upon the consummation of a Change of Control (as defined in the Proud Employment Agreement). Mr. Proud also received a one-time signing bonus equal to $100,000, which was payable within ten (10) days of the effective date of the Proud Employment Agreement. In addition, Mr. Proud will be entitled to receive personal time off benefits under Company’s policies and any other employee benefits pursuant to any benefit plans maintained by the Company in a manner consistent with other similarly situated employees of the Company. He will also be entitled to reimbursement of reasonable and necessary business-related expenses.In the event of a Change of Control of the Company, either while Mr. Proud is employed or during the first 12 months after the Company terminates Mr. Proud's employment without Cause (as defined in the Proud Employment Agreement), or Mr. Proud resigns for Good Reason (as defined in the Proud Employment Agreement), then he shall be entitled to receive the following upon the consummation of the Change of Control: (i) a lump-sum cash payment equal to the sum of (A) 150% of Mr. Proud's then-current base salary and (B) the amount of any target annual bonus paid to Mr. Proud in the 12 months preceding the Change of Control of the Company; (ii) the acceleration of vesting of his RSU grant; (iii) a fully vested grants of RSUs with an aggregate fair market value equal to $475,000, based on the closing public market price per share on the grant date of the Change of Control RSU award, or, in the event that no public market price exists on such date, then as determined by an independent third party accounting or valuation firm acceptable to both the Company and Mr. Proud; and (iv) if Mr. Proud elects continuation coverage pursuant to COBRA under the Company’s group health plan, the Company shall pay Mr. Proud's COBRA premiums for such coverage until the earlier of (A) 18 months following the date of Mr. Proud's termination of employment, or (B) the date upon which Mr. Proud accepts new employment that offers him medical benefits. In the event that the Company terminates Mr. Proud's employment for any reason other than Cause, death or disability, or if Mr. Proud resigns for Good Reason, then he shall be entitled to receive the following: (i) a lump-sum cash payment equal to 100% of Mr. Proud's then-current base salary (provided, that if such termination of employment is less than 180 days after a Change of Control of the Company, then this paragraph shall not apply); (ii) to the extent unvested, Mr. Proud's RSU grant shall be accelerated and become fully vested on the date of termination; and (iii) if Mr. Proud elects continuation coverage pursuant to COBRA under the Company’s group health plan, the Company shall pay Mr. Proud's COBRA premiums for such coverage until the earlier of (A) 12 months following the date of Mr. Proud's termination of employment, or (B) the date upon which Mr. Proud accepts new employment that offers him medical benefits. The foregoing severance benefits are subject to, among other things, Mr. Proud's execution and delivery of a general release of all claims in favor of the Companies and their affiliates and subsidiaries.Justin Vu Employment Agreement On January 6, 2025, we entered into an employment agreement with Justin Vu (the “Vu Employment Agreement”), pursuant to which Mr. Vu currently serves as the Chief Financial Officer of the Company. Pursuant to the Vu Employment Agreement, Mr. Vu receives an annual base salary of $300,000. In addition, Mr. Vu is eligible to receive an annual bonus, with the target annual bonus being 50% of Mr. Vu's annual base salary. Mr. Vu's target annual bonus has a minimum of 0% and a maximum of 200%, based upon individual and/or corporate performance criteria established annually by the Board. To be eligible to receive the target annual bonus, Mr. Vu must be employed on the bonus payment date. Mr. Vu also received a grant of RSUs with respect to the common shares of the Company on June 27, 2023, equal to $180,000. The grant of the RSUs to Mr. Vu are subject to the terms and conditions of the Company's Omnibus Incentive Plan and related equity award agreement. The RSUs will vest in three equal annual installments on the first three anniversaries of the date of grant of such RSUs, contingent on Mr. Vu remaining employed through each vesting date. The RSUs will immediately fully vest upon the consummation of a Change of Control (as defined in the Vu Employment Agreement). In addition, Mr. Vu will be entitled to receive personal time off benefits under Company’s policies and any other employee benefits pursuant to any benefit plans maintained by the Company in a manner consistent with other similarly situated employees of the Company. He will also be entitled to reimbursement of reasonable and necessary business-related expenses.In the event of a Change of Control of the Company, either while Mr. Vu is employed or during the first 12 months after the Company terminates Mr. Vu's employment without Cause (as defined in the Vu Employment Agreement), or Mr. Vu resigns for Good Reason (as defined in the Vu Employment Agreement), then he shall be entitled to receive the following upon the consummation of the Change of Control: (i) a lump-sum cash payment equal to the sum of (A) Mr. Vu's then current base-salary for twelve (12) months and (B) the amount of any annual incentive bonus paid to Mr. Vu in the twelve (12) months preceding the consummation of a Change of Control of the Company and (ii) a fully vested grant of RSUs with an aggregate fair market value equal to $180,000, based on the closing public market price per share on the 30th day after the date of the Change of Control of the Company. In the event that the Company terminates Mr. Vu's employment due to his death or disability, all unvested and outstanding RSUs held by Mr. Vu shall be accelerated and become fully vested on the date of such termination. In the event that the Company terminates Mr. Vu's employment for any reason other than Cause, death or disability, or if Mr. Vu resigns for Good Reason, then he shall be entitled to receive the following: (i) to the extent unvested, all RSUs held by Mr. Vu shall be accelerated and become fully vested on the date of termination; (ii) payment, over a 12 month period, of continuing compensation equal to 6 months of his then base salary (provided that if such termination of employment is less than 180 days after a Change of Control of the Company, then Mr. Vu shall not be entitled to any such payment); and (iv) if Mr. Vu elects continuation coverage pursuant to COBRA under the Company’s group health plan, the Company shall pay Mr. Vu's COBRA premiums for such coverage until the earlier of (A) 12 months following the date of Mr. Vu's termination of employment, or (B) the date upon which Mr. Vu accepts new employment that offers him medical benefits. The foregoing severance benefits are subject to, among other things, Mr. Vu's execution and delivery of a general release of all claims in favor of the Companies and their affiliates and subsidiaries. Separation and Release Agreement - Payments Upon Termination Effective as of the October Resignation Date, Robert Galvin, the Company's then-Interim Chief Operating Officer, resigned from his executive positions, including all positions with the Company's subsidiaries and affiliates. In connection with the resignation, Mr. Galvin and the Company executed the October Separation Agreement, pursuant to which, Mr. Galvin will receive certain compensation and benefits valued to substantially equal the value of entitlements he would have received under Section 4(f) of his employment agreement. Specifically, Mr. Galvin will receive: (i) total cash compensation in the amount of approximately $350,000, which is payable in a lump sum on January 5, 2024; (ii) a grant of RSUs with an aggregate fair market value of $350,000, which shall fully vest on January 4, 2024. Under the terms of the October Separation Agreement, the Company will continue to pay the monthly premium for Mr. Galvin's continued participation in the Company’s health and dental insurance benefits pursuant to COBRA for one year from the October Resignation Date. Mr. Galvin served in a consulting role for three months following the October Resignation Date at a base compensation rate of $25,000 per month.Effective as of the Faraut Resignation Date, Philippe Faraut, the Company's then-Chief Financial Officer, resigned from his executive positions, including all positions with the Company's subsidiaries and affiliates. In connection with the resignation, Mr. Faraut and the Company executed the Faraut Separation Agreement, pursuant to which, Mr. Faraut received certain compensation and benefits valued to substantially equal the value of entitlements he would have received under Section 4(g) of his employment agreement. Specifically, Mr. Faraut received total cash compensation in the amount of approximately $0.2 million, which was payable in equal installments of approximately $25,000 per month over a period of 7 months following the Effective Date (as defined in the Faraut Separation Agreement). Under the terms of the Faraut Separation Agreement, the Company will continue to pay the monthly premium for Mr. Faraut's continued participation in the Company's health and dental insurance benefits pursuant to COBRA for one year from the Faraut Resignation Date. Mr. Faraut served in a consulting role for one month following the Faraut Resignation Date at a base compensation rate of $25,000 per month. Pursuant to the Faraut Separation Agreement, the RSUs granted to Mr. Faraut on November 23, 2022 and May 17, 2023 accelerated and fully vested upon satisfactory completion of Mr. Faraut's consulting services. Further, the RSUs granted to Mr. Faraut on September 1, 2023 and November 15, 2023 were forfeited as of the Faraut Resignation Date. No amounts are owed as of December 31, 2025 and 2024.Equity Grant Practices We adopted the Company’s Omnibus Incentive Plan dated October 15, 2018, which was approved by our shareholders at our annual general and special meeting held on November 26, 2018. Pursuant to the Omnibus Incentive Plan, we can grant stock options, stock appreciation rights, restricted stock, restricted stock units, deferred stock units, annual or long-term performance awards or other stock-based awards. On February 1 of each calendar year during the term of an executive employment agreement or the first day thereafter that we are permitted to make option grants to our executives, such executives receive grants of both time vested options and performance options. These equity grants may be granted as either stock options or restricted stock units. On December 31, 2021 and June 23, 2022, our Board of Directors approved the terms of a Long-Term Incentive Program recommended by our compensation committee and, pursuant to which, on July 26, 2022, we issued certain of our employees (including executive officers) an aggregate of 320,165,409 RSUs under our Omnibus Incentive Plan in order to attract and retain such employees. All of our existing warrants and options were cancelled, and our common shares may be consolidated pursuant to a consolidation ratio which has yet to be determined. Discretionary Bonus Payments Pursuant to the terms of the executive employment agreements described above, the Company, through the Board, has the discretion to determine the amounts of the annual incentive bonus payments which executives may receive. The Board has not yet determined an amount, if any, of Mr. Proud's or Mr. Vu's 2025 annual bonus.Regular Benefits To the extent eligible under the applicable plans and programs, an executive and an executive’s family are entitled to participate in the Company’s medical, dental, and vision plans. Director Compensation The following table presents the total compensation for each person who served as a non-employee member of our Board of Directors and received compensation for such service during the fiscal year ended December 31, 2025. Mr. Proud, who is an employee director, is not entitled to receive any additional compensation for his service as a member of our Board of Directors. We did not pay any compensation, make any equity awards or non-equity awards to, or pay any other compensation to any of the non-employee members of our Board of Directors in 2025. Name Fees earned orpaid in cash (s) Stock Awards (1) Total ($) Michelle Mathews-Spradlin $ 140,000 (2) $ 165,000 (3) $ 305,000 Kenneth Gilbert $ 50,000 (4) $ 165,000 (5) $ 215,000 Scott Cohen $ 70,000 (6) $ 165,000 (7) $ 235,000 Alexander Shoghi — $ 227,500 (8) $ 227,500 (1)Amounts reported represent the aggregate grant date fair value for option awards granted in each respective year in accordance with ASC Topic 718, excluding the effect of forfeitures. See Note 10 “Share Capital” in the Notes to the Company’s Consolidated Financial Statements for the fiscal year ended 2025 included in this Form 10-K for the year ended 2025 for more information regarding the Company’s accounting for share-based compensation plans. The amounts shown in the Director Compensation Table above do not represent the actual value realized by each Director. RSUs Outstanding As of December 31, 2024 Michelle Mathews-Spradlin $ 39,875,000 Kenneth Gilbert $ 44,090,687 Scott Cohen $ 39,875,000 Alexander Shoghi $ 54,979,167 (2)Represents annual cash retainers totaling $140,000 ($50,000 annual retainer, $75,000 annual retainer as Chair of the Board and $15,000 retainer as Chair of the Compensation Committee). (3)On December 1, 2025, Michelle Mathews-Spradlin was issued 33,673,469 RSUs, valued at $165,000 based on the Company’s closing stock price on November 30, 2025, the date immediately preceding the grant, all of which vest on December 1, 2026.(4)Represents annual cash retainer equal to $50,000.(5)On December 1, 2025, Kenneth Gilbert was issued 33,673,469 RSUs, valued at $165,000 based on the Company’s closing stock price on November 30, 2025, the date immediately preceding the grant, all of which vest on December 1, 2026.(6)Represents annual cash retainers totaling $70,000 ($50,000 annual retainer and $20,000 annual retainer as Chair of the Audit Committee)(7)On December 1, 2025, Scott Cohen was issued 33,673,469 RSUs, valued at $165,000 based on the Company’s closing stock price on November 30, 2025, the date immediately preceding the grant, all of which vest on December 1, 2026.(8)On December 1, 2025, Alexander Shoghi was issued 46,428,571 RSUs, valued at $227,500 based on the Company’s closing stock price on November 30, 2025, the date immediately preceding the grant, all of which vest on December 1, 2026. Mr. Shoghi elected to receive RSUs equal to, and in lieu of, the cash Board fees he otherwise would have been entitled, and accordingly, of the $227,500 in RSUs issued to Mr. Shoghi, $62,500 (or 12,500,000 RSUs) is attributable to Mr. Shoghi’s annual Board retainers ($50,000 annual retainer and $12,500 annual retainer as Chair of the Nominating and Corporate Governance Committee). Non-Employee Director Compensation Program Our current director compensation program is designed to align our director compensation program with the long-term interests of our stockholders by implementing a program comprised of cash and equity compensation. In setting director compensation, we consider the amount of time that directors expend in fulfilling their duties to the Company as well as the skill level and experience required by our Board. We also consider board compensation practices at similarly situated companies, while keeping in mind the compensation philosophy of us and the stockholders’ interests. The directors also receive reimbursement for expenses, including reasonable travel expenses to attend board and committee meetings, reasonable outside seminar expenses, and other special board-related expenses. Non-Employee Directors of Investors Pursuant to the terms of the IRA, each director that is not an employee of any of the Investors (each, a “Non-Investor Director”) is entitled to director compensation. Each Non-Investor Director is paid: (i) a one-time equity grant of $100,000, payable in the form of RSUs, which vest immediately; (ii) an annual cash retainer (the “Annual Retainer”) of $50,000, to be satisfied in the form of RSUs in lieu of cash for the first year of each Non-Investor Director’s service on the Board; and (iii) an annual equity grant of $165,000 payable in the form of RSUs. A Non-Investor Director acting as the chair of the audit committee of the Board is paid an annual cash retainer (the “Audit Chair Retainer”) of $20,000, satisfied in the form of RSUs in lieu of cash for the first year of the Non-Investor Director’s service as chair of the audit committee. A Non-Investor Director acting as the chair of the compensation committee of the Board is paid an annual cash retainer (the “Compensation Chair Retainer”) of $15,000, satisfied in the form of RSUs in lieu of cash for the first year of the Non-Investor Director’s service as chair of the compensation committee. A Non-Investor Director acting as the chair of the nominating and corporate governance committee of the Board is paid an annual cash retainer (the “Governance Chair Retainer”) of $12,500, satisfied in the form of RSUs in lieu of cash for the first year of the Non-Investor Director’s service as chair of the nominating and corporate governance committee. A Non-Investor Director acting as chair of the Board is paid an annual cash leadership retainer (the “Leadership Retainer”) of $75,000, satisfied in the form of RSUs in lieu of cash for the first year of the Non-Investor Director’s year of service as chair of the Board. Pursuant to the terms of the IRA, each director that is an employee of any of the Investors (each, an “Investor Director”) is not entitled to receive any director compensation. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth certain information regarding beneficial ownership of shares of our common shares as of March 19, 2026 by (i) each person known to beneficially own more than 5% of our outstanding common shares, (ii) each of our directors, (iii) each of our named executive officers and (iv) all of our directors and named executive officers as a group. Except as indicated in footnotes to this table, we believe that the shareholders named in this table have sole voting and investment power with respect to all shares of common stock shown to be beneficially owned by them, based on information provided to us by such shareholders, subject to community property laws, where applicable. Beneficial Owner(1) Shares of CommonStock Beneficially Owned Percentage (2) Directors and Named Executive Officers: Richard Proud 72,875,894 (3) * Justin Vu 4,973,563 (4) * Michelle Mathews-Spradlin 47,816,178 (5) * Scott Cohen 46,443,629 (6) * Kenneth Gilbert 1,960,785 (7) * Alexander Shoghi 64,424,885 (8) * All Executive Officers and Directors as a Group (6 persons) 238,494,934 * 5% or Greater Shareholders: Parallax Master Fund, LP(9) 369,665,259 5.30 % Jason Adler(10) 2,598,704,326 (11) 37.27 % Senvest Management, LLC(12) 1,074,406,901 (13) 15.41 % Oasis Investments II Master Fund Ltd.(14) 1,279,055,833 18.34 % * Represents beneficial ownership of less than 1%. (1)Unless otherwise indicated, the address of each person is c/o iAnthus Capital Holdings, Inc., 214 King Street West, Suite 400, Toronto, Ontario M5H 3S6. (2)The calculation in this column is based upon 6,972,551,786 common shares outstanding on March 19, 2026. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to the subject securities. Common shares that may be acquired by an individual or group within 60 days of March 21, 2026, pursuant to the exercise of options or warrants, vesting of common shares or conversion of convertible debt, are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table. (3)Represents 72,875,894 common shares. Excludes 66,070,622 common shares underlying unvested restricted stock units. (4)Represents 4,973,563 common shares. Excludes 4,316,547 common shares underlying unvested restricted stock units. (5)Represents 47,816,178 common shares. Excludes 33,673,469 common shares underlying unvested restricted stock units. (6)Represents 46,443,629 common shares. Excludes 33,673,469 common shares underlying unvested restricted stock units. (7)Represents 1,960,785 common shares. Excludes 77,764,156 common shares underlying unvested restricted stock units. (8)Represents 64,424,885 common shares. Excludes 46,428,571 common shares underlying unvested restricted stock units. (9)William Bartlett is the Managing Member of Parallax Master Fund, LP and in such capacity has the right to vote and dispose of the securities held by such entity. The address of Parallax Master Fund, LP is 88 Kearny Street, 20th Floor, San Francisco, CA 94108. (10)Jason Adler is the Managing Member of Gotham Green Credit Partners GP I, LLC, Gotham Green GP 1, LLC, Gotham Green GP II, LLC and Gotham Green Partners SPV V GP, LLC. Gotham Green Credit Partners GP I, LLC is the General Partner of Gotham Green Credit Partners SPV 1, LP. Gotham Green GP 1, LLC is the General Partner of Gotham Green Fund 1, LP and Gotham Green Fund 1 (Q), LP. Gotham Green GP II, LLC is the General Partner of Gotham Green Fund II (Q), LP and Gotham Green Fund II, LP. Gotham Green Partners SPV V GP, LLC is the General Partner of Gotham Green Partners SPV V, LP. (11)Represents (i) 125,585,311 common shares held by Gotham Green Fund 1, L.P.; (ii) 502,419,744 common shares held by Gotham Green Fund 1(Q), L.P.; (iii) 61,824,757 common shares held by Gotham Green Fund II, L.P.; (iv) 359,610,209 common shares held by Gotham Green Fund II (Q), L.P.; (v) 934,167,928 common shares held by Gotham Green Credit Partners SPV 1, L.P.; and (vi) 615,096,377 common shares held by Gotham Green Partners SPV V, L.P. (12)Senvest Management, LLC serves as the investment manager to Senvest Master Fund, LP and Senvest Global (KY), LP (collectively, the “Investment Vehicles”), with respect to the common shares held by the Investment Vehicles. Richard Mashaal serves as the Managing Member of Senvest Management, LLC, with respect to the common shares held by the Investment Vehicles. Senvest Management, LLC may be deemed to beneficially own the securities held by the Investment Vehicles by virtue of Senvest Management LLC’s position as Investment Manager of each of the Investment Vehicles. Mr. Mashaal may be deemed to beneficially own the securities held by the Investment Vehicles by virtue of Mr. Mashaal’s status as the Managing Member of Senvest Management, LLC. (13)Represents: (i) 946,501,317 common shares held by Senvest Master Fund, LP; and (ii) 127,905,584 common shares held by Senvest Global (KY), LP. (14)Seth Fisher is responsible for the supervision and conduct of all investment activities of Oasis Management Company Ltd. (the “Investment Manager”), including all investment decisions with respect to the assets of Oasis Investments II Master Fund Ltd., with respect to the common shares held by Oasis Investments II Master Fund Ltd. The address of the business office of Mr. Fischer is c/o Oasis Management (Hong Kong), 25/F, LHT Tower, 31 Queen’s Road Central, Central, Hong Kong. The address of the business office of each of Oasis Management and the Oasis II Fund is Ugland House, PO Box 309 Grand Cayman, KY1-1104, Cayman Islands. Securities Authorized for Issuance Under Equity Compensation Plans The following table summarizes information about our equity compensation plans as of December 31, 2025. Plan Category Number ofsecurities to beissued uponexercise ofoutstandingoptions, warrantsand rights (a) Weighted averageexercise price ofoutstanding options,warrants and rights Number of securitiesremaining availablefor future issuanceunder equitycompensation plans(excluding securitiesreflected incolumn (a)) Equity compensation plans approved by security holder 274,801,658 $ 0.05 1,119,708,699 Equity compensation plans not approved by security holder — — — Total 274,801,658 1,119,708,699 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The following includes a summary of transactions during our fiscal years ended December 31, 2025 and December 31, 2024 to which we have been a party, including transactions in which the amount involved in the transaction exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other arrangements, which are described elsewhere in this Annual Report on Form 10-K. We are not otherwise a party to a current related party transaction and no transaction is currently proposed, in which the amount of the transaction exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years and in which a related person had or will have a direct or indirect material interest. Gotham Green Partners, LLC (“GGP”) invested $14.7 million through the Interim Financing during the year ended December 31, 2020 and during the year ended December 31, 2021, GGP, Senvest Master Fund, LP, Oasis Investments II Master Fund LTD and Hadron Healthcare and Consumer Special Opportunities Master Fund invested an aggregate of $5.5 million, $2.1 million, $2.5 million and $0.1 million, respectively, through the Senior Secured Bridge Notes. On the Closing Date, we closed the Recapitalization Transaction pursuant to which the outstanding principal amount of the Secured Notes (including the Interim Financing) together with interest accrued and fees thereon were forgiven in part and exchanged for (A) the Secured Lender Shares, (B) June Secured Debentures and (C) June Unsecured Debentures and the outstanding principal amount of the Unsecured Debentures together with interest accrued and fees thereon were forgiven in part and exchanged for (A) the Unsecured Lender Shares and (B) June Unsecured Debentures. As a result of closing the Recapitalization Transaction, GGP and Parallax Master Fund, LP, were issued the June Secured Debentures in the principal amount of $84.4 million and $12.1 million, respectively, and 2,568,047,188 and 369,665,259 common shares, respectively. In addition, we issued June Unsecured Debentures as follows: $4.2 million to GGP, $0.6 million to Parallax Master Fund, LP, $1.3 million to Hi-Med, $5.3 million to Senvest Master Fund, LP, $6.3 million to Oasis Investments II Master Fund LTD and $2.3 million to Hadron Healthcare and Consumer Special Opportunities Master Fund, respectively. We also issued GGP, Parallax Master Fund, LP, Senvest Master Fund, LP, Oasis Investments II Master Fund LTD and Hadron Healthcare and Consumer Special Opportunities Master Fund 2,568,047,188, 369,665,259, 936,189,371, 1,265,120,771 and 455,443,478 common shares, respectively. Further during the year ended December 31, 2022, GGP, Senvest Master Fund, LP, Oasis Investments II Master Fund LTD and Hadron Healthcare and Consumer Special Opportunities Master Fund invested aggregate of $12.5 million, $4.8 million, $5.7 million and $2.0 million, respectively, which were evidenced through the issuance of Additional Secured Debentures. As of December 31, 2025, the outstanding principal balance of the June Secured Debentures and Additional Secured Debentures were $132.3 million and $33.2 million, respectively (December 31, 2024 — $122.1 million and $30.6 million, respectively). The outstanding principal balance of the June Unsecured Debentures as of December 31, 2025 was $26.5 million (December 31, 2024 — $24.4 million). As of December 31, 2025, the outstanding principal balance on the Senior Secured Bridge Notes was $8.5 million (December 31, 2024 —$16.0 million). Pursuant to the terms of the Secured DPA, the Company has a related party payable of $6.3 million due to certain of the New Secured Lenders, including GGP, Oasis Investment Master II Fund LTD., Senvest Global (KY), LP, Senvest Master Fund, LP and Hadron Healthcare and Consumer Special Opportunities Master Fund for certain out-of-pocket costs, charges, fees, taxes and other expenses incurred by the New Secured Lenders in connection with the closing of the Recapitalization Transaction (the “Deferred Professional Fees”). The Company had until December 31, 2022 to pay the Deferred Professional Fees ratably based on the amount of each New Secured Lender’s Deferred Professional Fees. The Deferred Professional Fees accrued simple interest at the rate of 12.0% from the Closing Date until December 31, 2022. Beginning with the first business day of the month following December 31, 2022, interest began accruing on the Deferred Professional Fees at the rate of 20% calculated on a daily basis and is payable on the first business day of every month until the Deferred Professional Fees and accrued interest thereon is paid in full. As of December 31, 2025, the outstanding related party portion of the Deferred Professional Fees including accrued interest was $2.2 million (December 31, 2024 – $9.2 million). Independence of the Board of Directors Our Board of Directors is comprised of Scott Cohen, Michelle Mathews-Spradlin, Kenneth Gilbert, Alexander Shoghi, and Richard Proud. We have determined that each of Scott Cohen, Michelle Mathews-Spradlin, Kenneth Gilbert is deemed to be independent within the meaning of the CSE Guide and applicable Canadian regulations. In addition, although our common shares are not listed on any U.S. national securities exchange, for purposes of independence we use the definition of independence applied by The Nasdaq Stock Market to determine which directors are “independent” in accordance with such definition and have determined that each of Scott Cohen, Michelle Mathews-Spradlin, Kenneth Gilbert are independent under the definition of independence applied by The Nasdaq Stock Market. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICESThe following table sets forth the aggregate fees billed by as described below: 2025 2024 Audit Fees $ 985,569 $ 1,068,955 Audit Related Fees — — Tax Fees — — All Other Fees — — Total $ 985,569 $ 1,068,955 Audit Fees: Audit fees consist of fees for audit services on an accrued basis. Audit-Related Fees: Audit-related fees are fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit of the financial statements. Tax Fees: Tax fees are fees for professional services rendered for tax compliance, tax advice and tax planning. All Other Fees: All other fees are fees billed by the auditor for products and services not included in the foregoing categories. Pre-Approval Policies and Procedures In accordance with the Sarbanes-Oxley Act, our audit committee charter requires the audit committee to pre-approve all audit and permitted non-audit services provided by our independent registered public accounting firm, including the review and approval in advance of our independent registered public accounting firm’s annual engagement letter and the proposed fees contained therein. The audit committee has the ability to delegate the authority to pre-approve non-audit services to one or more designated members of the audit committee. If such authority is delegated, such delegated members of the audit committee must report to the full audit committee at the next audit committee meeting all items pre-approved by such delegated members. In the fiscal years ended December 31, 2025 and 2024 all of the services performed by our independent registered public accounting firm were pre-approved by the audit committee. PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a) The following documents are filed as part of this report: (1)Financial Statements: Page Index to Consolidated Financial Statements: 64 Consolidated Financial Statements: Report of the Independent Registered Public Accounting Firm 65 Consolidated Balance Sheets as of December 31, 2025 and 2024 66 Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024 67 Consolidated Statements of Shareholders’ Equity for the Years ended December 31, 2025 and 2024 68 Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 69 Notes to the Consolidated Financial Statements for the Years Ended December 31, 2025 and 2024 70 The consolidated financial statements required by this Item are included beginning at page 65. (1)Financial Statement Schedules: All financial statement schedules have been omitted because they are not applicable, not required or the information required is shown in the consolidated financial statements or the notes thereto. (b) Exhibits The following documents are included as exhibits to this report. Exhibit No. Title of Document 3.1 Articles of iAnthus Capital Holdings, Inc. (Incorporated by reference to Exhibit 3.1 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 4.1* Description of the Registrant’s Securities 10.1+ Amended and Restated Omnibus Incentive Plan Dated October 15, 2018 (Incorporated by reference to Exhibit 10.1 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.2+ Second Amended and Restated Secured Debenture Purchase Agreement dated July 10, 2020 by and among iAnthus Capital Holdings, Inc., iAnthus Capital Management, LLC, the lenders a party thereto, the credit parties a party thereto and Gotham Green Admin 1, LLC, as collateral agent (Incorporated by reference to Exhibit 10.2 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.3+ Employment Agreement between the Company and Richard C. Proud (Incorporated by reference to Exhibit 10.1 to iAnthus’ Quarterly Report on Form 10-Q filed with the SEC on August 14, 2023) 10.4 Form of Warrant for March and May 2019 Private Placements (Incorporated by reference to Exhibit 10.8 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.5 Form of Warrant for May 2018 and September and December 2019 Private Placements (Incorporated by reference to Exhibit 10.9 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.6 Form of Warrant for MPX Private Placement dated January 19, 2017 (Incorporated by reference to Exhibit 10.10 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.7 Form of Warrant for MPX October 2017 and January 2020 Private Placements (Incorporated by reference to Exhibit 10.11 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.8 Form of Warrant for MPX Private Placement dated March 2, 2018 (Incorporated by reference to Exhibit 10.12 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.9 Form of Warrant for MPX Private Placement dated December 20, 2018 (Incorporated by reference to Exhibit 10.13 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.10 Form of Warrant for MPX June 2018 and January 2019 Private Placements (Incorporated by reference to Exhibit 10.14 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.11 Form of Warrant for MPX Private Placement dated January 4, 2019 (Incorporated by reference to Exhibit 10.15 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.12 Form of Warrant for MPX Private Placement dated January 17, 2018 (Incorporated by reference to Exhibit 10.16 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.13# Third Amended and Restated Secured Debenture Purchase Agreement dated June 24, 2022 by and among the Company, iAnthus Capital Management, LLC, the other Credit Parties party thereto, Gotham Green Admin 1, LLC, as Collateral Agent, and the lenders party thereto (Incorporated by reference to Exhibit 10.1 to iAnthus’ Current Report on Form 8-K filed with the SEC on June 30, 2022) 10.14# Unsecured Debenture Agreement dated June 24, 2022 by and among the Company, as guarantor, iAnthus Capital Management, LLC and the holders of all of the Company’s 8% unsecured debentures (Incorporated by reference to Exhibit 10.2 to iAnthus’ Current Report on Form 8-K filed with the SEC on June 30, 2022) 10.15 Form of 8.0% Senior Secured Debenture (Incorporated by reference to Exhibit 10.3 to iAnthus’ Current Report on Form 8-K filed with the SEC on June 30, 2022) 10.16 Form of 8.0% Senior Unsecured Debenture (Incorporated by reference to Exhibit 10.4 to iAnthus’ Current Report on Form 8-K filed with the SEC on June 30, 2022) 10.17# Registration Rights Agreement dated June 24, 2022 by and among the Company, iAnthus Capital Management, LLC and certain holders (Incorporated by reference to Exhibit 10.5 to iAnthus’ Current Report on Form 8-K filed with the SEC on June 30, 2022) 10.18# Investor Rights Agreement dated June 24, 2022 by and among the Company, iAnthus Capital Management, LLC and certain investors (Incorporated by reference to Exhibit 10.6 to iAnthus’ Current Report on Form 8-K filed with the SEC on June 30, 2022) 10.19+ Employment Agreement by and between iAnthus Capital Management, LLC, including iAnthus Capital Holdings, Inc. and all of its subsidiaries, and Justin Vu dated January 6, 2025 (Incorporated by reference to Exhibit 10.27 to iAnthus’ Form 10 filed with the SEC on March 24, 2025) 10.20+* Fourth Amendment to the Senior Secured Bridge Notes between iAnthus New Jersey, LLC and the holders hereto dated January 28, 2026 14.1 Code of Business Conduct and Ethics (Incorporated by reference to Exhibit 14.1 to iAnthus’ Annual Report on Form 10-K filed with the SEC on April 1, 2021) 19.1* Insider Trading Policy 21.1* Subsidiaries 23.1* Consent of PKF O’Connor Davies, LLP 31.1* Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1* Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 32.2* Certification of the Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 101.INS* Inline XBRL Instance Document – the instance document does not appear in the interactive Data File as its XBRL tags are embedded within the inline XBRL document 101. SCH* Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents 104* Cover page formatted as Inline XBRL and contained in Exhibit 101 * Filed herewith. + Management contract or compensatory plan or arrangement. # Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit were omitted by means of marking such portions with an asterisk because the identified confidential portions (i) are not material and (ii) the Company customarily and actually treats that information as private or confidential. Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the Securities and Exchange Commission. ITEM 16. FORM 10-K SUMMARY None. SIGNATURES Pursuant to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on this 27th day of March, 2026. IANTHUS CAPITAL HOLDINGS, INC. /s/ Richard Proud Richard Proud Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements of the Securities Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Richard Proud Chief Executive Officer March 27, 2026 Richard Proud (Principal Executive Officer) /s/ Justin Vu Chief Financial Officer March 27, 2026 Justin Vu (Principal Financial and Accounting Officer) /s/ Michelle Mathews-Spradlin Chair of the Board March 27, 2026 Michelle Mathews-Spradlin /s/ Scott Cohen Director March 27, 2026 Scott Cohen /s/ Kenneth Gilbert Director March 27, 2026 Kenneth Gilbert /s/ Alexander Shoghi Director March 27, 2026 Alexander Shoghi

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Nevada, USA

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GreenMart of Nevada NLV, LLC (GMNV)

100.00%

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Nevada, USA 100%GTL Holdings, LLC New Jersey, USA 100%iA CBD, LLC (“iA CBD”) New Jersey, USA 100%iAnthus New Jersey, LLC New Jersey, USA 100%MPX New Jersey, LLC (1) New Jersey, USA 100%Citiva Medical, LLC (“Citiva”) New York, USA 100%iAnthus Empire Holdings, LLC New York, USA 100%iAnthus Kentucky, LLC Kentucky, USA 100%iAnthus Delaware, LLC Delaware, USA 100%Cheetah Brand, LLC Delaware, USA 100% (1)Entities acquired as a part of the MPX Bioceutical Corporation (“MPX”) acquisition on February 5, 2019 (the “MPX Acquisition”). During the year ended December 31, 2024, the Company dissolved iAnthus Northern Nevada, LLC, Ambary, LLC and Pakalolo, LLC.(e) Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and judgements that affect the application of accounting policies and the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations regarding future events that are believed to be reasonable under the circumstances. Actual results may differ significantly from these estimates. Significant estimates made by management include, but are not limited to: economic lives of leased assets; inputs used in the valuation of inventory; allowances for expected credit losses on accounts receivable, provisions for inventory obsolescence; impairment assessment of long- lived assets; depreciable lives of property, plant and equipment; useful lives of intangible assets; accruals for contingencies including tax contingencies; valuation allowances for deferred income tax assets; uncertain tax positions; estimates of fair value of identifiable assets and liabilities acquired in business combinations; estimates of fair value of derivative instruments; and estimates of the fair value of stock-based payment awards. (f) Cash and Restricted Cash For purposes of the consolidated balance sheets and the statements of cash flows, cash includes cash and restricted cash amounts held primarily in U.S. dollars. Restricted cash balances are those which meet the definition of cash but are not available for use by the Company. As of December 31, 2025, the Company held $0.2 million as restricted cash (December 31, 2024 — $0.6 million). The following table summarizes a reconciliation of cash and restricted cash reported within the consolidated balance sheets to such amounts presented in the statements of cash flows: December 31, 2025 December 31, 2024 Cash $ 11,650 $ 18,543 Restricted cash 220 556 Total cash and restricted cash presented in the statements of cash flows $ 11,870 $ 19,099 (g) Accounts Receivable The Company assesses its accounts receivables for expected credit losses resulting from the potential uncollectability of specific customer balances, based upon a review of the customer’s creditworthiness and past collection history. The loss-rate method is used to estimate potential losses by applying an estimated loss rate to customer balances to determine the allowance for credit losses. For trade accounts receivable deemed as uncollectible, and arose from the sale of goods or services, the Company will write off the specific balance against the allowance for expected credit losses when it is known that a provided amount will not be collected.(h) Inventories Inventory is comprised of supplies, raw materials, finished goods and work-in-process such as harvested cannabis plants and by-products to be harvested. Inventory is valued at the lower of cost, determined on standard cost which approximates weighted average costing, and net realizable value. The direct and indirect costs of inventory initially include the costs to cultivate the harvested plants at the time of harvest. They also include subsequent costs such as materials, labor, and overhead involved in processing, packaging, labeling, and inspection to turn raw materials into finished goods. All direct and indirect costs related to inventory are capitalized as they are incurred and are subsequently recorded within costs and expenses applicable to revenues on the consolidated statements of operations at the time of sale. Net realizable value is determined as the estimated selling price less a reasonable estimate of the costs of completion, disposal, and transportation. The Company reviews inventory for obsolete, redundant and slow-moving goods and any such inventories are written down to net realizable value. Factors considered in determining obsolescence include, but are not limited to, slow-moving inventory or products that can no longer be marketed. As such, any identified slow moving and/or obsolete inventory is written down to its net realizable value through costs and expenses applicable to revenues on the consolidated statements of operations. (i) Investments The Company currently accounts for its equity-accounted investments using the equity method of accounting in accordance with Accounting Standards Codification (“ASC”) Topic 323 Investments. Investments are initially recognized at cost. Subsequent to initial recognition, the carrying value of the Company’s investments are adjusted for the Company’s share of income or loss and distributions each reporting period. The carrying value of the Company’s investments are assessed for indicators or impairment at each balance sheet date. The Company applies fair value accounting for its other investments recognized as financial assets that are disclosed at fair value in the financial statements on a recurring basis. Fair value is defined as the price that would be received from selling an asset in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets that are required to be recorded at fair value, the Company considers all related factors of the asset by market participants in which the Company would transact and the market-based risk measurements or assumptions of market participants. (j) Property, Plant and Equipment Property, plant and equipment are recorded at historical cost net of accumulated depreciation, write-downs and impairment losses. Depreciation is calculated on a straight-line basis over the estimated useful life as follows: Buildings 20 - 25 years Leasehold improvements over the shorter of the initial term of the underlying lease plus any reasonably assured renewal terms, and the useful life of the asset Production equipment 5 years Processing equipment 5 years Sales equipment 3 - 5 years Office equipment 3 - 5 years Land not depreciated Construction in progress not depreciated When significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items or components of property, plant and equipment and each major component is assigned an appropriate useful life. Gains and losses on disposal of an item are determined by comparing the proceeds from disposal with the carrying amount of the item and are recognized in profit or loss. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the respective accounts and any related gain or loss is recognized in the consolidated statements of operations. Maintenance and repairs are charged to expense as incurred. Significant expenditures, which extend the useful lives of assets or increase productivity, are capitalized. Construction in progress includes construction progress payments, deposits, engineering costs, and other costs directly related to the construction of cultivation, processing or dispensary facilities. Expenditures are capitalized during the construction period and construction in progress is transferred to the appropriate class of property, plant and equipment when the assets are available for use, at which point the depreciation of the asset commences. The Company reviews the carrying values of its property, plant and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group might not be recoverable. Assets are grouped at the lowest level for which identifiable cash flows are largely independent when testing for, and measuring for, impairment. In performing its review of recoverability, the Company estimates the future cash flows expected to result from the use of the asset or asset group and its eventual disposition. If the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset or asset group, an impairment loss is recognized in the consolidated statements of operations. Measurement of the impairment loss is based on the excess of the carrying amount of the asset or asset group over the fair value calculated using discounted expected future cash flows. A liability for the fair value of an asset retirement obligation associated with the retirement of tangible long-lived assets and the associated asset retirement costs are recognized in the period in which the liability and costs are incurred if a reasonable estimate of fair value can be made using a discounted cash flow model. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset and subsequently amortized over the asset’s useful life. The liability is accreted over the period of expected cash outflows. The Company does not have any asset retirement obligations as of December 31, 2025 and 2024.(k) LeasesThe Company leases some items of property, plant and equipment, office, cultivation, processing and dispensary space. On the lease commencement date, a lease is classified as a finance lease or an operating lease based on the classification criteria of the lease guidance under U.S. GAAP. As of January 1, 2019, the Company adopted Financial Accounting Standard Board (“FASB”) ASC Topic 842 Leases (“ASC 842”) and applied the lease classification criteria contained therein for any new leases. Upon adoption of ASC 842, the Company recorded right-of-use (“ROU”) assets for all of its leased assets classified as operating leases. The ROU assets were computed as the present value of future minimum lease payments, including additional payments resulting from a change in an index such as a consumer price index or an interest rate, plus any prepaid lease payments minus any lease incentives received. A lease liability was also recorded at the same time. No ROU asset is recorded for leases with a lease term, including any reasonably assured renewal terms, of 12 months or less. Upon adoption of ASC 842, the Company also recorded lease liabilities computed as the present value of future minimum lease payments, including additional payments resulting from a change in an index or an interest rate. Lease liabilities are amortized using the effective interest method. Amortization on the ROU asset is calculated as the difference between the expected straight-line rent expense over the lease term less the accretion on the lease liability. (l) Intangible Assets Intangible assets with a finite life are recorded at cost and are amortized on a straight-line basis over their estimated useful lives. Intangible assets with an indefinite life are not amortized and are assessed annually for impairment, or more frequently if indicators of impairment arise. The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. The Company capitalizes certain internal-use software development costs, consisting primarily of contractor costs and employee salaries and benefits allocated to the software. Capitalization of costs incurred in connection with internally developed software commences when both the preliminary project stage is completed and management has authorized further funding for the project, based on a determination that it is probable the project will be completed and used to perform the function intended. Capitalization of costs ceases no later than the point at which the project is substantially complete and ready for its intended use. All other costs are expensed as incurred. Amortization is calculated on a straight-line basis over three years. Costs incurred for enhancements that are expected to result in additional functionalities are capitalized.Intangible assets mainly comprise of licenses acquired in business combinations. Licenses are amortized over 15 years, which reflects the useful lives of the assets. Trademarks are amortized over 7 to 15 years, and all other intangible assets with a finite life are amortized over 1 to 5 years. The Company reviews the carrying values of its intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group might not be recoverable. Assets are grouped at the lowest level for which identifiable cash flows are largely independent when testing for, and measuring for, impairment. In performing its review for recoverability, the Company estimates the future cash flows expected to result from the use of the asset or asset group and its eventual disposition. If the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset or asset group, an impairment loss is recognized in the consolidated statements of operations. Measurement of the impairment loss is based on the excess of the carrying amount of the asset or asset group over the fair value calculated using discounted expected future cash flows. (m) GoodwillGoodwill represents the excess of the purchase price paid for the acquisition of an entity over the fair value of the net tangible and intangible assets acquired. Goodwill is allocated to a specific reporting unit or allocated between reporting units based on the relative fair value of each reporting unit. Goodwill is not subject to amortization and is tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Impairment is determined for goodwill by assessing if the carrying value of a reporting unit, including the allocated goodwill, exceeds its recoverable amount determined as the greater of the estimated fair value less costs to sell and the value in use. Impairment losses recognized in respect of a reporting unit are first allocated to the carrying value of goodwill and any excess is allocated to the carrying amount of assets in the reporting unit. Any goodwill impairment is recorded in impairment loss within the consolidated statement of operations in the period in which the impairment is identified. Impairment losses on goodwill are not subsequently reversed.As of December 31, 2025, the Company recognized $1.6 million of goodwill from its Cheetah Acquisition (as defined in Note 4 below).(n) Assets Held For Sale The Company classifies assets held for sale in accordance with ASC Topic 360 Property, Plant and Equipment. When the Company makes the decision to sell an asset, the Company assesses if such asset should be classified as an asset held for sale. To classify as an asset held for sale, the asset or disposal group must meet all of the following conditions: i) management, having the authority to approve the action, commits to a plan to sell the asset, ii) the asset is available for immediate sale in its present condition, subject to certain customary terms, iii) an active program to locate a buyer and other actions required to complete the plan to sell the asset have been initiated, iv) the sale of the asset is probable and the transfer of the asset is expected to qualify for recognition as a completed sale, within one year, subject to certain exceptions, v) the asset is being actively marketed for sale at a price that is reasonable in relation to its current value, and vi) actions required to complete the plan indicate that it is unlikely that the plan will be significantly changed or withdrawn. Assets held for sale are measured at the lower of their carrying amount or fair value less cost to sell (“FVLCTS”). FVLCTS is the amount obtainable from the sale of the asset in an arm’s length transaction, less the costs of disposal. Once classified as held for sale, any depreciation and amortization on an asset cease to be recorded. There were no assets or liabilities classified as held for sale as of December 31, 2025 (December 31, 2024— $23.6 million). (o) Income Taxes Income taxes are accounted for under the asset and liability method whereby deferred income tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the accounting and tax bases of assets and liabilities and net operating loss carryforwards. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates or laws is recognized in the consolidated statements of operations in the period in which the change is enacted.The Company assesses realization of deferred income tax assets and, based on all available evidence, concludes whether it is more likely than not that the net deferred income tax assets will be realized. A valuation allowance is provided for the amount of deferred income tax assets not considered to be realizable. The Company has elected to classify interest and penalties related to income tax liabilities, when applicable, as part of the income tax expense within its consolidated statements of operations. The Company is subject to ongoing tax exposures, examinations and assessments in various jurisdictions. Accordingly, the Company may incur additional tax expense based upon the outcomes of such matters. The Company follows the provisions of ASC Topic 740, Accounting for Income Taxes ("ASC Topic 740"). ASC Topic 740 clarifies the accounting for uncertainties in income taxes recognized in a Company’s consolidated financial statements. ASC Topic 740 also prescribes a recognition threshold and measurement attribute for the consolidated financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740 provides guidance on derecognition, classification, interest and penalties, disclosures and transition. As required by the uncertain tax position guidance in ASC Topic 740, the Company recognized the benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant tax authority. (p) Revenue Recognition The Company recognizes revenue under the provision of ASC 606—Revenue from Contracts with Customers. The Company generates revenue primarily from the sale of cannabis, cannabis related products and provision of services. The Company uses the following five-step contract-based analysis of transactions to determine if, when and how much revenue can be recognized: 1.Identify the contract with a customer; 2.Identify the performance obligation(s) in the contract; 3.Determine the transaction price; 4.Allocate the transaction price to the performance obligation(s) in the contract; and 5.Recognize revenue when or as the Company satisfies the performance obligation(s). Revenue from the sale of cannabis is generally recognized when control over the goods has been transferred to the customer. Payment for medical sales is typically due prior to shipment for wholesale orders and at point-of-sale for retail orders. Payment for wholesale transactions is due within a specified time period as permitted by the underlying agreement and the Company’s credit policy upon the transfer of goods to the customer. The Company generally satisfies its performance obligation and transfers control to the customer upon delivery and acceptance by the customer. Revenue is recorded at the estimated amount of consideration to which the Company expects to be entitled. Substantially all of the Company’s sales are single performance obligations arrangements for which the transaction price is equivalent to the stated price of the products net of any stated discounts applicable at point of sale. Revenue is recognized net of sales incentives and returns, after discounts. The Company offers loyalty reward programs to its retail customers across several of its dispensaries. A portion of the revenue generated in a sale must be allocated to the loyalty points earned. The amount allocated to the points earned is deferred until the loyalty points are redeemed or expired at the end of each fiscal year. As of December 31, 2025 and 2024, the loyalty liability totaled $Nil and $1.1 million, respectively, and is included in accrued and other current liabilities on the consolidated balance sheets.(q) Costs and Expenses Applicable to Revenues Costs and expenses applicable to revenues represents costs directly related to processing and distribution of the Company’s products. Primary costs include raw materials, packaging, direct labor, overhead, and shipping and handling. Manufacturing overhead and related expenses include salaries, wages, employee benefits, utilities, maintenance and property taxes. The Company recognizes the costs and expenses applicable to revenues at the time the related revenues are recognized. (r) Foreign Currency Translation The functional and reporting currency of the Company is the U.S. dollar. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the foreign exchange rates prevailing at the end of the period. Non-monetary assets and liabilities measured at historical cost are translated using the exchange rate at the date of the transaction. Realized and unrealized foreign exchange gains and losses are included in the determination of earnings in the period in which they arise. (s) Share-based Compensation The Company has a share-based compensation plan which includes options and restricted stock units (“RSUs”). Share-based awards are measured at the fair value of the awards at the grant date and recognized as expense over the requisite service periods in the Company’s consolidated statements of operations. The fair value of options is determined using the Black-Scholes option pricing model which incorporates all market vesting conditions. The number of options expected to vest is reviewed and adjusted at the end of each reporting period such that the amount recognized for services received as consideration for the share-based awards granted shall be based on the number of awards that eventually vest. Amounts recorded for forfeited or expired unexercised options are accounted for in the year of forfeiture. Upon the exercise of stock options, consideration received on the exercise of share-based awards is recorded as paid-in-capital. The fair value of RSUs is determined using the Company’s closing stock price on the grant date. Share-based compensation expense includes compensation cost for employee awards granted and all modified or cancelled awards. In addition, compensation expense includes the compensation cost, based on the grant-date fair value calculated under FASB ASC Topic 718 Share-based payments (“ASC Topic 718”). Share-based compensation expense is not adjusted for estimated forfeitures, but instead adjusted upon an actual forfeiture of a stock option. The Company utilizes the risk-free rate determined by the market yield on United States Treasury marketable bonds over the contractual term of the instrument being issued. The critical assumptions and estimates used in determining the fair value of share-based compensation include: expected life of options, volatility of the Company’s future share price, risk-free rate, future dividend yields and estimated forfeitures at the initial grant date. Changes in assumptions used to estimate fair value could result in materially different results. The Company’s policy is to issue new common shares from treasury to satisfy stock options which are exercised. The Company recognizes compensation expense for RSUs and options on a straight-line basis over the requisite service period for awards that vest solely based on a service condition. Compensation expense for awards that vest based on both service and performance conditions are recognized over the requisite service period of the award using the graded vesting method. Non-market vesting conditions are included in the assumptions about the number of options that are expected to become exercisable. Any cumulative adjustment prior to vesting is recognized in the current period. No adjustment is made to any expense recognized in prior periods if share options ultimately exercised are different to that estimated on vesting. (t) Contingent Liabilities In accordance with the FASB ASC Topic 450 Contingencies, the Company will make a provision for a liability when it is both probable that a loss has been incurred and the amount of the loss can be reasonably estimated. The Company reviews these provisions in conjunction with any related provisions on assets related to the claims at least quarterly and adjusts these provisions to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel and other pertinent information related to the case. The Company expenses legal costs relating to its lawsuits, claims and proceedings as incurred. (u) Business Combinations In accordance with the FASB ASC Topic 805 Business Combinations (“ASC 805”), the Company allocates the fair value of purchase consideration to the tangible and intangible asset purchased and the liabilities assumed on the basis of their fair values at the date of acquisition. The determination of fair values of assets acquired and liabilities assumed requires estimates and the use of valuation techniques when a market value is not readily available. Any excess of purchase price over the fair value of net tangible and intangible assets acquired is allocated to goodwill. If the Company obtains new information about the facts and circumstances that existed as of the acquisition date during the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed. (v) Change in Accounting EstimateUpon adoption of Accounting Standards Codification ("ASC") Topic 330 “Inventory”, the Company elected to follow an accounting policy related to inventory to be valued at the lower of cost, determined on a weighted average cost basis, and net realizable value.Effective January 1, 2025, the Company began estimating the value of its inventory under standard costing which approximates weighted average cost. It is noted that inventory will continue to be carried at the lesser of cost and net realizable value and that both approaches continue to use full absorption costing to allocate all direct and indirect overhead into the valuation inventory. However, using predetermined standard costs offers consistency and accuracy in inventory valuation and offers better analysis of variances between standard and actual costs. The predetermined costs are reviewed and updated on a periodic basis to determine whether variances reflect part of the normal cost of production, and should therefore be reflected as inventory value, or whether they are a period cost and should thus not be included in inventory.The Company accounted for this change as a change in accounting estimate and, accordingly, applied it on a prospective basis. This change in estimate did not have any material impact on the Company’s consolidated statements of operations for the year ended December 31, 2025. The Company expects this change in accounting estimate to remain immaterial in future periods. Note 3 – New Accounting Standards and Accounting Changes Adoption of New Accounting Policies In November 2023, the FASB issued ASU 2023-07 Segment Reporting (Topic 280). All public entities will be required to report segment information in accordance with the new guidance starting in annual periods beginning after December 15, 2023. The amendments improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The Company adopted the new standard in the fourth quarter of 2024. The adoption did not have any material impact on the Company's consolidated financial statements.In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740). For public business entities, the amendments are effective for annual periods beginning after December 15, 2024. The amendments address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This amendment also looks to improve the effectiveness of income tax disclosures. The Company adopted the new standard and noted that it did not have any material impact on the Company's consolidated financial statements.In March 2024, the FASB issued ASU 2024-02, Codification Improvements. Public entities must adopt the amendments for annual periods beginning after December 15, 2024. The standard removes outdated glossary references, streamlining Codification content. The Company adopted the new standard in the fourth quarter of 2025. The adoption did not have any material impact on the Company's consolidated financial statements.Recently Issued FASB Accounting Standard Updates In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income (Topic 220). Public entities must comply with the amendments for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The update enhances disclosure requirements by requiring detailed breakdowns of material expense categories. The Company is determining the effects of adoption on its financial reporting practices.In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient for estimating expected credit losses on current trade receivables and contract assets under ASC 606. The amendments are effective for annual reporting periods beginning after December 15, 2025, and the Company is evaluating the impact of adoption.In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to Accounting for Internal-Use Software, which replaces the existing three-stage model with a single “probable-to-complete” capitalization threshold and incorporates website development into the same guidance. The amendments are effective for annual reporting periods beginning after December 15, 2027, and the Company is evaluating the impact of adoption.In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. Public entities must adopt the amendments for annual reporting periods beginning after December 15, 2027, and interim periods within those annual periods. The update clarifies interim disclosure requirements and introduces a principle to disclose material events and transactions that have occurred since the end of the prior fiscal year. The Company is evaluating the impact of these improvements on its future interim financial reporting disclosures.In January 2026, the FASB issued ASU 2025-12, Codification Improvements. The amendments are effective for annual reporting periods beginning after December 15, 2026. The standard addresses technical corrections and clarifications across various topics, including the calculation of diluted earnings per share when an entity reports a loss from continuing operations. The Company is in the process of determining the effects adoption of this amendment, but expects no significant impact on its consolidated financial statements.Note 4 – Acquisitions Cheetah Acquisition On December 30, 2024, the Company entered into an Asset Purchase Agreement (the "Cheetah Purchase Agreement") with Cheetah Enterprises, Inc. (the "Cheetah Seller"), pursuant to which, the Company acquired substantially all the assets related to the Cheetah Seller's wholesale business, including the manufacture, marketing, and sale of cannabis distillate vaporize products in the states of Illinois and Pennsylvania under the "Cheetah" brand (the "Brand"), but excluding certain excluded assets (the "Cheetah Purchased Assets") together with certain assumed liabilities related to the Cheetah Purchased Assets. The purchase price (the "Purchase Price") for the Cheetah Purchased Assets is approximately $3.5 million, and includes (i) common shares at an aggregate deemed value of approximately $1.5 million, which the Company recorded at a fair value on acquisition of $1.2 million, to be issued in three (3) tranches; (ii) upon the completion of certain performance benchmarks (if the Brand does not meet the performance benchmark by the payment date, such payment date will be delayed until the later of (x) thirty (30) days or (y) until such time the Brand achieves the applicable performance benchmark; provided, the full cash consideration shall not be delayed more than twenty-four (24) months after closing); and (iii) additional consideration based on EBITDA generated by the Brand (the "Earn-Out") over the next three years which is payable annually in cash, with the final payment due on or before April 1, 2028.The Company has determined that the acquisition of the Cheetah Purchased Assets (the "Cheetah Acquisition") is a business combination under ASC 805 whereby the total consideration is recorded by allocating the purchase consideration to the net assets and liabilities acquired based on their estimated fair values at the acquisition date. At the date of acquisition, management allocated the initial purchase price based on the estimated fair value of the identifiable assets and liabilities assumed on the acquisition date. The purchase price allocation was subsequently finalized as shown in the table below: Consideration: Cash consideration - paid $ 2,000 Common stock - issued 1,167 Additional earn-out consideration 3,127 Fair value of consideration $ 6,294 Estimated fair values of net assets acquired and liabilities assumed: Cash $ 45 Receivables and prepaid assets 340 Inventory 6 Operating lease right-of-use assets, net 42 Accounts payable (301 ) Accrued and other current liabilities (86 ) Intangible assets 4,690 Net assets acquired $ 4,736 Goodwill $ 1,558 The following table summarizes the final adjustments made to the provisional purchase price allocation: Preliminary allocation at acquisition Adjustments As adjusted Cash consideration - paid $ 675 $ 1,325 $ 2,000 Cash consideration - accrued 1,325 (1,325 ) — Common stock - issued — 1,167 1,167 Common stock - issuable 1,167 (1,167 ) — Inventory 106 (100 ) 6 Intangible assets — 4,690 4,690 Goodwill 6,148 (4,590 ) 1,558 The intangible assets recognized from the acquisition relate to trade names and other intellectual property and recipes used under the Cheetah brand. The goodwill recognized from the acquisition is attributable to the assembled workforce and synergies expected from integrating Cheetah into the Company’s existing business. The goodwill acquired is not deductible for tax purposes.Total purchase consideration transferred at closing also included additional Earn-Out that had a fair value of $3.1 million as of the acquisition date. The acquisition date fair value of the Earn-Out was determined based on the Company’s assessment of the probability of achieving the performance targets that ultimately obligate the Company to transfer additional consideration to the seller. The Earn-Out is comprised of certain EBITDA targets to be achieved by the Brand and is paid annually in cash, commencing April 1, 2026 for the preceding fiscal year. Subsequent remeasurement of the Earn-Out will be remeasured at the end of each reporting period with any gains or losses recognized in interest and other income and expenses within the consolidated statement of operations. Refer to Note 12 for further discussion on contingent consideration. Total acquisition-related costs incurred during the year ended December 31, 2025, were $Nil (December 31, 2024 - less than $0.1 million), which were recorded within selling, general and administrative expenses on the consolidated statement of operations.Pro forma financial information is not disclosed as the results are not material to the Company’s consolidated financial statements.Note 5 – Leases The Company mainly leases office space and cannabis cultivation, processing and retail dispensary space. Leases with an initial term of less than 12 months are not recorded on the consolidated balance sheets. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. Most leases include one or more options to renew, with renewal terms that can extend the lease term from one to five years or more. The Company has determined that it was reasonably certain that the renewal options on the majority of its cannabis cultivation, processing and retail dispensary space would be exercised based on previous history and knowledge, current understanding of future business needs and the level of investment in leasehold improvements, among other considerations. The incremental borrowing rate used in the calculation of the lease liability is based on the rate available to the parent company. The depreciable life of assets and leasehold improvements are limited by the expected lease term. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Certain subsidiaries of the Company rent or sublease certain office space to/from other subsidiaries of the Company. These intercompany subleases are eliminated on consolidation and have lease terms ranging from less than 1 year to 15 years. The components of lease expense are as follows: Year Ended December 31, 2025 2024 Operating lease costs(1) Selling, general and administrative expenses $ 6,876 $ 6,863 Costs and expenses applicable to revenues 688 1,405 Total lease cost $ 7,564 $ 8,268 (1)Includes short-term leases and variable lease costs for the years ended December 31, 2025 and 2024. The Company entered into multiple sublease agreements pursuant to which it serves as lessor to the sublessees. For the year ended December 31, 2025, the Company recorded sublease income of $0.9 million (December 31, 2024—$1.0 million), which is included in the interest and other income line on the consolidated statements of operations.Operating cash flows from operating leases for the year ended December 31, 2025 was $7.0 million (December 31, 2024 - $7.5 million).Supplemental balance sheet information related to leases is as follows: Balance Sheet Information Classification December 31, 2025 December 31, 2024 Operating lease right-of-use assets, net Operating leases $ 29,436 $ 24,012 Lease liabilities Current portion of operating lease liabilities Operating leases $ 7,195 $ 6,534 Long-term portion of operating lease liabilities Operating leases 26,778 21,599 Total $ 33,973 $ 28,133 Maturities of lease liabilities for operating leases as of December 31, 2025, were as follows: Operating Leases 2026 $ 7,195 2027 6,849 2028 6,883 2029 6,668 2030 5,987 Thereafter 45,951 Total lease payments $ 79,533 Less: interest expense (45,560 ) Present value of lease liabilities $ 33,973 Weighted-average remaining lease term (years) 11.4 Weighted-average discount rate 18 % Note 6 – Inventories, net Inventories is comprised of the following items: December 31, 2025 December 31, 2024 Supplies $ 6,249 $ 4,134 Raw materials 3,419 3,815 Work in process 5,515 5,194 Finished goods 7,198 9,570 Inventory reserve (129 ) (247 ) Total $ 22,252 $ 22,466 Inventories are written down for any obsolescence or when the net realizable value considering future events and conditions is less than the carrying value. For the year ended December 31, 2025, the Company recorded $Nil (December 31, 2024 – $0.4 million), related to spoiled inventory in costs and expenses applicable to revenues on the consolidated statements of operations. The Company had implemented a change in accounting estimate with respect to the valuation of inventory. Refer to Note 2(v) for further details. Note 7 – Property, Plant and Equipment As of December 31, 2025 Cost Accumulated Depreciation Net Book Value Buildings $ 79,957 $ 14,700 $ 65,257 Leasehold improvements 50,142 28,898 21,244 Production equipment 6,176 1,709 4,467 Processing equipment 5,953 2,072 3,881 Sales equipment 1,155 822 333 Office equipment 7,741 5,816 1,925 Land 2,716 — 2,716 Construction in progress 4,909 — 4,909 Total $ 158,749 $ 54,017 $ 104,732 As of December 31, 2024 Cost Accumulated Depreciation Net Book Value Buildings $ 71,870 $ 11,970 $ 59,900 Leasehold improvements 41,439 26,057 15,382 Production equipment 2,403 1,324 1,079 Processing equipment 2,801 1,559 1,242 Sales equipment 896 784 112 Office equipment 6,551 5,352 1,199 Land 2,716 — 2,716 Construction in progress 5,858 — 5,858 Total $ 134,534 $ 47,046 $ 87,488 For the year ended December 31, 2025, the Company recorded depreciation expense on property, plant, and equipment of $7.0 million (December 31, 2024— $8.8 million). During the year ended December 31, 2025, the Company disposed $1.4 million of property, net (December 31, 2024—$0.2 million), primarily related to the sale of facility equipment, with total consideration of approximately $0.6 million, resulting in a loss of $0.8 million, which is included within "write-downs, recoveries, and other charges, net" on the consolidated statements of operations.Capital expenditure additions during the year ended December 31, 2025 amounted to $25.7 million (December 31, 2024—$5.5 million) to fund various cultivation, processing and dispensary projects, of which $1.9 million (December 31, 2024 - $0.5 million) is currently unpaid and outstanding.Note 8 – Intangible Assets and Goodwill As of December 31, 2025 Cost Accumulated Amortization Net Book Value Licenses $ 114,418 $ 52,184 $ 62,234 Trademarks 15,801 11,643 4,158 Other 3,862 2,778 1,084 $ 134,081 $ 66,605 $ 67,476 As of December 31, 2024 Cost Accumulated Amortization Net Book Value Licenses $ 114,418 $ 44,550 $ 69,868 Trademarks 11,111 9,451 1,660 Other 3,726 2,392 1,334 $ 129,255 $ 56,393 $ 72,862 During the year ended December 31, 2025, the Company recorded $4.8 million in intangible asset additions (December 31, 2024—$0.2 million), which is primarily attributable to the Cheetah acquisition and other internal-use software. The weighted average remaining amortization period for these additions is 12 years as of December 31, 2025. Amortization expense for the years ended December 31, 2025 and 2024 was $10.2 million and $13.9 million, respectively.The estimated amortization expense for each of the years ended December 31, as follows: 2026 $ 8,697 2027 8,625 2028 8,599 2029 8,238 2030 8,238 Thereafter 25,081 The following table summarizes the balances of goodwill as of December 31, 2025 and 2024: As of December 31, 2025 2024 Balance, beginning of year $ 6,148 $ — Acquisition of Cheetah — 6,148 Reclassification - Cheetah intangible assets (4,590 ) — Impairment loss — — Total $ 1,558 $ 6,148 Note 9 - Long-Term Debt The following table summarizes long term debt outstanding as of December 31, 2025 and 2024: Secured Notes June Secured Debentures Additional Secured Debentures June Unsecured Debentures Other Total As of January 1, 2025 $ 14,968 $ 114,298 $ 30,615 $ 21,750 $ 696 $ 182,327 Paid-in-kind interest — 10,213 2,560 2,048 — 14,821 Accretion of balance 746 3,086 — 1,057 — 4,889 Debt extinguishment — — — — (686 ) (686 ) Debt repayment (7,355 ) — — — (10 ) (7,365 ) As of December 31, 2025 $ 8,359 $ 127,597 $ 33,175 $ 24,855 $ — $ 193,986 Secured Notes June Secured Debentures Additional Secured Debentures June Unsecured Debentures Other Total As of January 1, 2024 $ 15,565 $ 101,856 $ 28,247 $ 18,856 $ 752 $ 165,276 Carrying value of financial liabilities issued 14,345 — — — — 14,345 Paid-in-kind interest 239 9,449 2,368 1,895 — 13,951 Accretion of balance 632 2,993 — 999 — 4,624 Debt extinguishment (15,813 ) — — — — (15,813 ) Deconsolidation — — — — — — Debt repayment — — — — (56 ) (56 ) As of December 31, 2024 $ 14,968 $ 114,298 $ 30,615 $ 21,750 $ 696 $ 182,327 As of December 31, 2025, the total and unamortized debt discount costs were $21.9 million and $6.5 million, respectively (December 31, 2024— $21.9 million and $11.4 million, respectively).As of December 31, 2025, total interest paid on long-term debt was $1.5 million (December 31, 2024 - $1.5 million).(a) iAnthus New Jersey, LLC Senior Secured Bridge Notes On February 2, 2021, iAnthus New Jersey, LLC ("INJ") issued an aggregate of $11.0 million of senior secured bridge notes ("Senior Secured Bridge Notes") which initially matured on the earlier of (i) February 2, 2023, (ii) the date on which the Company closes a Qualified Financing (as defined below) and (iii) such earlier date that the principal amount may become due and payable pursuant to the terms of such notes. The Senior Secured Bridge Notes initially accrued interest at a rate of 14.0% per annum, decreasing to 8.0% upon the closing of the Recapitalization Transaction (increasing to 25.0% per annum in the event of default). “Qualified Financing” means a transaction or series of related transactions resulting in net proceeds to the ICH of not less than $10 million from the subscription of the ICH's securities, including, but not limited to, a private placement or rights offering.On February 2, 2023, ICH and INJ entered into an amendment (the “Amendment”) to the Senior Secured Bridge Notes with all of the holders of the Senior Secured Bridge Notes. Pursuant to the Amendment, the maturity date of the Senior Secured Bridge Notes was extended until February 2, 2024, the interest on the principal amount outstanding was increased to a rate of 12.0% per annum, and an amendment fee equal to 10.0% of the principal amount outstanding of the Senior Secured Bridge Notes as of February 2, 2023 or $1.4 million in the aggregate, was added to such notes such that it will become due and payable on the extended maturity date.On February 2, 2024, in order to facilitate the 2024 NJ Amendment (as defined below), the parties agreed to a short-term extension of the maturity date from February 2, 2024 to February 16, 2024. On February 16, 2024, ICH and INJ entered into another amendment (the"2024 NJ Amendment") to the Senior Secured Bridge Notes. Pursuant to the 2024 NJ Amendment, the maturity date of the Senior Secured Bridge Notes was extended from February 16, 2024 to February 16, 2026 and the interest rate of the Senior Secured Bridge Notes remained at 12% per annum, but the interest accruing after February 16, 2024 will be payable in quarterly cash payments (the first interest payment being on May 16, 2024). In addition, the 2024 NJ Amendment provides for an amendment fee equal to 10% of the principal amount of the Senior Secured Bridge Notes as of the date of the 2024 NJ Amendment, or $1.6 million in the aggregate, which is satisfied through the issuance of ICH's common shares at a price per share equal to the volume-weighted average trading price of ICH's common shares on the CSE for the twenty (20) consecutive trading days immediately prior to the date of the 2024 NJ Amendment. Lastly, ICH and INJ agreed to utilize twenty-five percent (25%) of Non-Operational Receipts in excess of $5.0 million to make payments towards the principal amount outstanding under the Senior Secured Bridge Notes, without penalty. For purposes of the 2024 NJ Amendment, "Non-Operational Cash Receipts" means cash ICH received which is not derived from the sale of cannabis products in the ordinary course of business of ICH, whether through retail, wholesale or otherwise. As of December 31, 2025, a total amount of $7.4 million (December 31, 2024 - $Nil) has been paid from Non-Operational Receipts.In accordance with debt extinguishment accounting guidance outlined in ASC 470 "Debt", the terms of the Senior Secured Bridge Notes were materially modified pursuant to both the Amendment and 2024 NJ Amendment and as such, for the year ended December 31, 2025, the Company recorded a loss on debt extinguishment of $Nil, (December 31, 2024 - $0.1 million), on the consolidated statements of operations.The amended host debt, classified as a liability using the guidance of ASC 470, was recognized at the carrying value of $14.3 million.For the year ended December 31, 2025, interest expense of $1.4 million (December 31, 2024—$1.9 million), and accretion expense of $0.7 million (December 31, 2024—$0.6 million), were recorded on the consolidated statements of operations.The Senior Secured Bridge Notes are secured by a security interest in certain assets of INJ. ICH provided a guarantee in respect of all of the obligations of INJ under the Senior Secured Bridge Notes, and the Company is in compliance with the terms of the Senior Secured Bridge Notes as of December 31, 2025. The Senior Secured Bridge Notes are classified as long-term debt, net of issuance costs on the consolidated balance sheets, pursuant to the 2026 Bridge Notes Amendment (as defined in Note 18).Certain of the Secured Lenders, including Gotham Green Fund II, L.P., Gotham Green Fund II (Q), L.P., Oasis Investments II Master Fund LTD., Senvest Global (KY), LP, Senvest Master Fund, LP and Hadron Healthcare and Consumer Special Opportunities Master Fund, held greater than 5.0% of the outstanding common shares of the Company upon closing of the Recapitalization Transaction. As principal owners of the Company, these lenders are considered to be related parties.(b) June Secured Debentures On June 24, 2022 in connection with the closing of the Recapitalization Transaction, the Company entered into the Secured Debenture Purchase Agreement (the "Secured DPA"), between ICM, the other Credit Parties (as defined in the Secured DPA), the Collateral Agent, and the lenders party thereto (the “New Secured Lenders”) pursuant to which ICM issued the June Secured Debentures in the aggregate principal amount of $99.7 million which accrue interest at the rate of 8.0% per annum increasing to 11.0% per annum upon the occurrence of an Event of Default (as defined in the Secured DPA), with a maturity date of June 24, 2027. The June Secured Debentures may be prepaid on a pro rata basis from and after the third anniversary of the Closing Date of the Recapitalization Transaction upon prior written notice to the New Secured Lenders without premium or penalty.The host debt, classified as a liability using the guidance of ASC 470, was recognized at the carrying value of $84.5 million.Interest is to be paid in kind by adding the interest accrued on the principal amount on the last day of each fiscal quarter (the first such interest payment date being June 30, 2022) and such amount thereafter becoming part of the principal amount, which will accrue additional interest. Interest paid in kind will be payable on the date when all of the principal amount is due and payable. For the year ended December 31, 2025, interest expense and accretion expense of $10.2 million and $3.1 million, respectively, were recorded on the consolidated statements of operations (December 31, 2024—$9.4 million and $3.0 million, respectively). The terms of the Secured DPA impose certain restrictions on the Company’s operating and financing activities, including certain restrictions on the Company’s ability to: incur certain additional indebtedness; grant liens; make certain dividends and other payment restrictions affecting the Company’s subsidiaries; issue shares or convertible securities; and sell certain assets. The June Secured Debentures are secured by all current and future assets of the Company and ICM. The terms of the Secured DPAs do not have any financial covenants or market value test and ICM is in compliance with the terms of the June Secured Debentures as of December 31, 2025. The June Secured Debentures are classified as long-term debt, net of issuance costs on the consolidated balance sheets. Certain of the New Secured Lenders that hold the June Secured Debentures, including Gotham Green Fund 1, L.P., Gotham Green Fund 1 (Q), L.P., Gotham Green Fund II, L.P., Gotham Green Fund II (Q), Gotham Green Credit Partners SPV 1, L.P., Gotham Green Partners SPV V, L.P., L.P., and Parallax Master Fund, LP, held greater than 5.0% of the outstanding common shares of the Company upon the closing of the Recapitalization Transaction. As principal owners of the Company, certain of the New Secured Lenders are considered to be related parties.(c) June Unsecured Debentures On June 24, 2022 in connection with the closing of the Recapitalization Transaction, the Company entered into the Unsecured Debenture Purchase Agreement (the "Unsecured DPA"), pursuant to which ICM issued June Unsecured Debentures in the aggregate principal amount of $20.0 million which accrue interest at the rate of 8.0% per annum increasing to 11.0% per annum upon the occurrence of an Event of Default (as defined in the Unsecured DPA), with a maturity date of June 24, 2027. The June Unsecured Debentures may be prepaid on a pro rata basis from and after the third anniversary of the Closing Date of the Recapitalization Transaction upon prior written notice to the Unsecured Lender without premium or penalty.The host debt, classified as a liability using the guidance of ASC 470, was recognized at the carrying value of $14.9 million. Interest is to be paid in kind by adding the interest accrued on the principal amount on the last day of each fiscal quarter (the first such interest payment date being June 30, 2022) and such amount thereafter becoming part of the principal amount, which will accrue additional interest. Interest paid in kind will be payable on the date when all of the principal amount is due and payable.For the year ended December 31, 2025, interest expense and accretion expense of $2.0 million and $1.1 million, respectively, were recorded on the consolidated statements of operations (December 31, 2024—$1.9 million and $1.0 million, respectively). The terms of the Unsecured DPA impose certain restrictions on the Company’s operating and financing activities, including certain restrictions on the Company’s ability to: incur certain additional indebtedness; grant liens; make certain dividends and other payment restrictions affecting the Company’s subsidiaries; issue shares or convertible securities; and sell certain assets. The terms of the Unsecured DPA do not have any financial covenants or market value test, and ICM is in compliance with the terms of the June Unsecured Debentures as of December 31, 2025. The June Unsecured Debentures are classified as long-term debt, net of issuance costs on the consolidated balance sheets. Certain of the Secured Lenders and Consenting Unsecured Lenders, including Gotham Green Fund 1, L.P., Gotham Green Fund 1 (Q), L.P., Gotham Green Fund II, L.P., Gotham Green Fund II (Q), L.P., Gotham Green Credit Partners SPV 1, L.P., Gotham Green Partners SPV V, L.P., Oasis Investments II Master Fund LTD., Senvest Global (KY), LP, Senvest Master Fund, LP, Parallax Master Fund, L.P. and Hadron Healthcare and Consumer Special Opportunities Master Fund, held greater than 5.0% of the outstanding common shares of the Company upon the closing of the Recapitalization Transaction. As principal owners of the Company, certain of the Consenting Unsecured Lenders are considered to be related parties.(d) Additional Secured Debentures Pursuant to the terms of the Secured DPA, ICM issued an additional $25.0 million of June Secured Debentures (the "Additional Secured Debentures") on June 24, 2022 which accrue interest at the rate of 8.0% per annum increasing to 11.0% per annum upon the occurrence of an Event of Default (as defined in the Secured DPA), with a maturity date of June 24, 2027.The host debt, classified as a liability using the guidance of ASC 470, was recognized at the carrying value of $25.0 million. Interest is to be paid in kind by adding the interest accrued on the principal amount on the last day of each fiscal quarter (the first such interest payment date being June 30, 2022) and such amount thereafter becoming part of the principal amount, which will accrue additional interest. Interest paid in kind will be payable on the date when all of the principal amount is due and payable. For the year ended December 31, 2025, interest expense of $2.6 million, was recorded on the consolidated statements of operations (December 31, 2024 - $2.4 million). The terms of the Secured DPA impose certain restrictions on the Company’s operating and financing activities, including certain restrictions on the Company’s ability to: incur certain additional indebtedness; grant liens; make certain dividends and other payment restrictions affecting the Company’s subsidiaries; issue shares or convertible securities; and sell certain assets. The Additional Secured Debentures are secured by all current and future assets of the Company and ICM. The terms of the Secured DPAs do not have any financial covenants or market value test, and ICM is in compliance with the terms of the Additional Secured Debentures as of December 31, 2025. The Additional Secured Debentures are classified as long-term debt, net of issuance costs on the consolidated balance sheets. Certain of the Secured Lenders and Consenting Unsecured Lenders, including Gotham Green Fund 1, L.P., Gotham Green Fund 1 (Q), L.P., Gotham Green Fund II, L.P., Gotham Green Fund II (Q), L.P., Gotham Green Credit Partners SPV 1, L.P., Gotham Green Partners SPV V, L.P., Oasis Investments II Master Fund LTD., Senvest Global (KY), LP, Senvest Master Fund, LP, Parallax Master Fund, L.P. and Hadron Healthcare and Consumer Special Opportunities Master Fund, held greater than 5.0% of the outstanding common shares of the Company upon the closing of the Recapitalization Transaction. As principal owners of the Company, certain of the Consenting Unsecured Lenders are considered to be related parties.Note 10 - Share Capital (a) Share Capital Authorized: Unlimited common shares. The shares have no par value. The Company’s common shares are voting and dividend-paying. The following is a summary of the common share issuances for the year ended December 31, 2025: •On January 9, 2025, the Company issued common shares totaling 41,667 with respect to the Cheetah Acquisition (Refer to Note 4).•On January 14, 2025, the Company issued 26,661 common shares for vested restricted stock units (“RSUs”). The Company withheld 1,029 common shares to satisfy employees’ tax obligations of less than $0.1 million.•On April 1, 2025, the Company issued 213 common shares for vested RSUs. The Company withheld 67 common shares to satisfy employees’ tax obligations of less than $0.1 million. •On April 23, 2025, the Company withheld 9,910 common shares for RSUs to satisfy employees' tax obligations of $0.1 million. •On July 8, 2025, the Company issued 4,733 common shares for vested RSUs. The Company withheld 2,229 common shares to satisfy employees’ tax obligations of less than $0.1 million.•On August 15, 2025, the Company issued common shares totaling 41,666 with respect to the Cheetah Acquisition (Refer to Note 4).•On September 30, 2025, the Company issued 67,478 common shares for vested RSUs. The Company withheld 30,117 common shares to satisfy employees’ tax obligations of $0.2 million.•On November 14, 2025, the Company issued common shares totaling 41,667 with respect to the Cheetah Acquisition (Refer to Note 4). The following is a summary of the common share issuances for the year ended December 31, 2024. •On January 2, 2024, the Company issued common shares totaling 20,000 for the Hi-Med Settlement Agreement (Refer to Note 14).•On January 5, 2024, the Company issued 23,461 common shares for vested RSUs. The Company withheld 2,300 common shares to satisfy employees’ tax obligations of less than $0.1 million.•On February 2, 2024, the Company issued common shares totaling 2,000 for vested RSUs.•On February 27, 2024, the Company issued 61,314 common shares to the holders of the Senior Secured Bridge Notes to satisfy the amendment fee pertaining to the 2024 NJ Amendment.•On April 24, 2024, the Company issued common shares totaling 486 for vested RSUs. The Company withheld 162 common shares to satisfy employees’ tax obligations of less than $0.1 million.•On July 2, 2024, the Company issued common shares totaling 17,977 for vested RSUs. The Company withheld 6,423 common shares to satisfy employees’ tax obligations of less than $0.1 million.•On October 8, 2024, the Company issued common shares totaling 66,345 for vested RSUs. The Company withheld 19,830 common shares to satisfy employees’ tax obligations of $0.1 million.•On December 13, 2024, the Company issued common shares totaling 5,000 for the Ninth Square Settlement Agreement (Refer to Note 14).(b) Potentially Dilutive Securities The following table summarizes potentially dilutive securities, and the resulting common share equivalents outstanding as of December 31, 2025 and 2024: December 31, 2025 December 31, 2024 Common share options 7,877 7,877 Restricted stock units 381,258 325,539 Total 389,135 333,416 (c) Equity Incentive Plans On December 31, 2021, the Board approved the Company’s Amended and Restated Omnibus Incentive Plan (the “Omnibus Incentive Plan”) dated October 15, 2018, whereas, the Company may award stock options or RSUs (the "Awards") to board members, officers, employees or consultants of the Company. The Omnibus Incentive Plan authorizes the issuance of up to 20% of the number of outstanding shares of common stock of the Company.Awards generally vest over a three-year period and the estimated fair value of the Awards at issuance is recognized as compensation expense over the related vesting period.Stock Options The Company's stock options are currently held by two former officers of the Company which have fully vested on July 10, 2023. Share-based compensation expense related to stock options for the year ended December 31, 2025 was $Nil (December 31, 2024 — $Nil), and is presented in selling, general and administrative expenses on the consolidated statements of operations. The following table summarizes certain information in respect of option activity during the period: Year Ended December 31, 2025 Year Ended December 31, 2024 Units Weighted AverageExercise Price Weighted Average Contractual Life Units Weighted AverageExercise Price Weighted Average Contractual Life Options outstanding, beginning 7,877 $ 0.05 5.53 7,877 $ 0.05 6.78 Granted — — — — — — Cancellations — — — — — — Forfeitures — — — — — — Expirations — — — — — — Options outstanding, ending (1) 7,877 $ 0.05 4.53 7,877 $ 0.05 5.53 (1)As of December 31, 2025, 7,877 of the stock options outstanding were exercisable (December 31, 2024—7,877). The Company used the Black-Scholes option pricing model to estimate the fair value of the options at the grant date using the following ranges of assumptions: The expected volatility was estimated by using the historical volatility of the Company. The expected life in years represents the period of time that options granted are expected to be outstanding. In accordance with Staff Accounting Bulletin (“SAB”) Topic 14, the Company uses the simplified method for estimating the expected term. The Company believes the use of the simplified method is appropriate due to the employee stock options qualifying as “plain-vanilla” options under the criteria established by SAB Topic 14. The risk-free rate was based on the United States bond yield rate at the time of grant of the award. Expected annual rate of dividends is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. There was no stock option activity for the years ended December 31, 2025 and 2024.Restricted Stock Units On December 31, 2021, the Board approved a long-term incentive program, pursuant to which, on July 26, 2022, the Company issued certain employees of the Company and its subsidiaries, RSUs, under the Company’s Omnibus Incentive Plan. RSUs represent a right to receive a single common share that is both non-transferable and forfeitable until certain conditions are satisfied. On December 31, 2021 and June 23, 2022, the Board approved the allocation of 363,921 and 26,881 RSUs, respectively, to Board members, directors, officers, and key employees of the Company. The RSUs granted by the Company vest upon the satisfaction of both a service-based condition of three years and a liquidity condition, the latter of which was not satisfied until the closing of the Recapitalization Transaction. As the liquidity condition was not satisfied until the closing of the Recapitalization Transaction, in prior periods, the Company had not recorded any expense related to the grant of RSUs. Share-based compensation expense in relation to the RSUs is recognized using the graded vesting method, in which compensation costs for each vesting tranche is recognized ratably from the service inception date to the vesting date for that tranche. The fair value of the RSUs is determined using the Company’s closing stock price on the grant date. Certain RSU recipients were also holders of the Original Awards, which were cancelled upon closing the Recapitalization Transaction. The RSUs granted to these employees have been treated as replacement awards (the “Replacement RSUs”) and are accounted for as a modification to the Original Awards. As the fair value of the Original Awards was $Nil on the modification dates, the incremental compensation cost recognized is equal to the fair value of the Replacement RSUs on the modification date, which shall be recognized over the remaining requisite service period. Periodically, the Board awards RSUs to its members and officers. On November 26, 2024, the Board awarded 144,500 RSUs to four Board members. The RSUs shall vest over a period of one year. The fair value of RSUs is determined on the grant date and is amortized over the vesting period on a straight-line basis.On April 25, 2025, the Board awarded 5,672 RSUs to four officers. The RSUs shall vest over a period of one year. The fair value of RSUs is determined on the grant date and is amortized over the vesting period on a straight-line basis.The most recent issuances were on September 29, 2025, where 250 RSUs were issued to an employee and on December 1, 2025, where 149,332 RSUs were issued to six officers. The RSUs vest over a period of one to three years. The fair value of RSUs is determined on the grant date and is amortized over the vesting period on a straight-line basis.During the year ended December 31, 2025, the Company recognized $1.8 million of share-based compensation expense associated with the RSUs (December 31, 2024 — $2.1 million). Share-based compensation expense is presented in selling, general and administrative expenses on the consolidated statements of operations. As of December 31, 2025, there was approximately $1.7 million of total unrecognized compensation cost related to unvested RSUs which is expected to be recognized over a weighted-average service period of one year.The following table summarizes certain information in respect of RSU activity during the period: Year Ended December 31, 2025 Year Ended December 31, 2024 Units WeightedAverageGrant Price Units WeightedAverageGrant Price Unvested balance, beginning 298,877 $ 0.01 315,668 $ 0.02 Granted 155,254 0.00 144,500 0.01 Vested (186,757 ) 0.01 (126,957 ) 0.02 Forfeited (450 ) 0.01 (34,334 ) 0.02 Unvested balance, ending 266,924 $ 0.01 298,877 $ 0.01 Note 11 - Segment Information Management, including the Company’s Chief Executive Officer, who is considered the Company’s Chief Operating Decision Maker (“CODM”) (as defined in the FASB ASC Topic 280 Segment Reporting), assesses segment performance based on segment revenues, gross margins, and net income/(loss). For instance, the CODM uses both segment gross profit and segment profit/loss from operations to allocate resources (including labor or capital resources) to each of the geographical locations (entities) in the forecasts. An analysis of the gross profit from the regions enables decisions regarding marketing activities, additional investments or scale back of expansion plans, as well as implementation of cost management strategies. The Company divides its reportable operating segments primarily by geographic region. The Company has two reportable operating segments: Eastern Region and Western Region. The Eastern Region includes the Company’s operations in Florida, Maryland, Massachusetts, New York, New Jersey, Illinois, and Pennsylvania. The Western Region includes the Company’s operations in Arizona and results from the Nevada business through June 24, 2024 when it was sold and subsequently deconsolidated. The two geographic regions are looked at separately by the CODM and Company’s management as the operations within those regions are in different stages of development. The operations comprising the Western Region are more established than those in the Eastern Region. Most of the Company’s financial and operational growth is being driven by the Eastern Region. Both the Eastern Region and the Western Region segments generate revenues from the sale of cannabis products through retail dispensaries as well as wholesale supply agreements. The “Other” category in the disclosure below comprises items not separately identifiable to the two reportable operating segments and are not part of the measures used by the Company when assessing the reportable operating segments’ results. It also includes items related to operating segments of the Company that did not meet the quantitative thresholds under ASC 280-10-50-12 to be considered reportable operating segments, nor did they meet the aggregation criteria under ASC 280-10-50-11 to qualify for aggregation with one of the two reportable operating segments of the Company. All inter-segment profits are eliminated upon consolidation. Reportable Segments Year Ended December 31, 2025 2024 Revenues, net of discounts Eastern Region(1) $ 133,605 $ 128,553 Western Region(2) 10,381 39,014 Total $ 143,986 $ 167,567 Gross profit Eastern Region $ 61,025 $ 60,219 Western Region 4,672 14,895 Total $ 65,697 $ 75,114 Operating expenses: Selling, general and administrative expenses Eastern Region $ 39,531 $ 34,555 Western Region 3,474 8,360 Other 17,881 19,267 Total $ 60,886 $ 62,182 Depreciation and amortization Eastern Region $ 13,995 $ 15,186 Western Region 2,161 7,033 Other 1,059 462 Total $ 17,215 $ 22,681 Write-downs, (recoveries) and other charges, net Eastern Region $ 2,814 $ (1,985 ) Western Region — 429 Other 199 320 Total $ 3,013 $ (1,236 ) Income (loss) from operations Eastern Region $ 4,684 $ 12,463 Western Region (963 ) (927 ) Other (19,139 ) (20,049 ) Total $ (15,418 ) $ (8,513 ) Other income (expenses), net Eastern Region $ 3,823 $ (868 ) Western Region 27,994 (3,307 ) Other (39,565 ) (12,626 ) Total $ (7,748 ) $ (16,801 ) Income tax (benefit) expense Eastern Region $ 9,309 $ 10,440 Western Region 2,251 8,513 Other 5,478 (36,631 ) Total $ 17,038 $ (17,678 ) Net income (loss) Eastern Region $ (1,878 ) $ 1,157 Western Region 24,780 (12,749 ) Other (63,105 ) 3,956 Total $ (40,203 ) $ (7,636 ) (1)Eastern region includes revenue from the sale of our new Cheetah brand of products in Illinois and Pennsylvania.(2)Western region no longer includes Nevada operations as results were deconsolidated as of June 24, 2024. Supplemental Segment Disclosures: Year Ended December 31, 2025 2024 Purchase of property, plant and equipment Eastern Region $ 25,288 $ 5,232 Western Region — 189 Other 377 98 Total $ 25,665 $ 5,519 Purchase of other intangible assets Eastern Region $ — $ 20 Other 4,826 185 Total $ 4,826 $ 205 As of December 31, As of December 31, 2025 2024 Assets Eastern Region $ 225,124 $ 212,007 Western Region 8,454 40,124 Other 22,408 18,912 Total $ 255,986 $ 271,043 Major Customers Major customers are defined as customers that each individually accounted for greater than 10% of the Company’s annual revenues. For the years ended December 31, 2025 and 2024, no sales were made to any one customer that represented in excess of 10% of the Company’s total revenues. Geographic Information As of December 31, 2025 and 2024, substantially all of the Company’s assets were located in the United States and all of the Company’s revenues were earned in the United States. Disaggregated Revenues The Company disaggregates revenues into categories that depict how the nature, amount, timing and uncertainty of the revenues and cash flows are affected by economic factors. For the years ended December 31, 2025 and 2024, the Company disaggregated its revenues as follows: Year Ended December 31, 2025 2024 Revenues, net of discounts iAnthus branded products $ 63,168 $ 84,904 Third party branded products 55,128 64,506 Wholesale/bulk/other products 25,690 18,157 Total $ 143,986 $ 167,567 Note 12 - Financial Instruments Fair values have been determined for measurement and/or disclosure purposes based on the following methods. The Company characterizes inputs used in determining fair value using a hierarchy that prioritizes inputs depending on the degree to which they are observable. The levels of the fair value hierarchy are as follows: •Level 1 – fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities; •Level 2 – fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and •Level 3 – fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs). The carrying values of cash, receivables, payables and accrued liabilities approximate their fair values because of the short- term nature of these financial instruments. Balances due to and due from related parties have no terms and are payable on demand, thus are also considered current and short-term in nature, hence carrying value approximates fair value. The component of the Company’s long-term debt attributed to the host liability is recorded at amortized cost. Investments in debt instruments that are held to maturity are also recorded at amortized cost. The following table summarizes the fair value hierarchy for the Company’s financial assets and financial liabilities that are re-measured at their fair values periodically: As of December 31, 2025 As of December 31, 2024 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Financial assets Long term investments $ 2 $ — $ 840 $ 842 $ 10 $ — $ 853 $ 863 Financial liabilities Contingent consideration payable $ — $ — $ 3,407 $ 3,407 $ — $ — $ 3,127 $ 3,127 There were no transfers or change in valuation method between Level 1, Level 2, and Level 3 within the fair value hierarchy during the years ended December 31, 2025 and 2024. Financial Assets The Company’s investment in 4 Front Venture Corp. as of December 31, 2025 and 2024, is considered to be a Level 1 instrument because it is comprised of shares of a public company, and there is an active market for the shares and observable market data, or inputs are now available. Level 1 investments are comprised of equity investments which are re-measured at fair value using quoted market prices. Level 3 investments are comprised of two investments made by the Company in which it holds an equity interest. These two investments are in The Pharm Stand, LLC and Island Thyme, LLC. There have been no changes to Level 3 investments between December 31, 2025 and 2024. The Company exercises significant influence for one of these investments and therefore records this investment under the equity method. The investment was initially recognized at cost and the Company recognizes its proportionate share of earnings and losses from the investment each reporting period.The following table summarizes the changes in Level 1 and Level 3 financial assets: Financial Assets 4Front Venture Corp. The Pharm Stand, LLC Island Thyme, LLC Balance as of December 31, 2023 $ 56 — $ 679 Additions — 125 260 Revaluations (46 ) — — Loss on equity method investments — — (211 ) Balance as of December 31, 2024 $ 10 $ 125 $ 728 Additions — — — Revaluations (8 ) — — Loss on equity method investments — — (13 ) Balance as of December 31, 2025 $ 2 $ 125 $ 715 The Company’s financial and non-financial assets such as prepayments, other assets including equity accounted investments, property, plant and equipment, and intangibles, are measured at fair value when there is an indicator of impairment and are recorded at fair value only when an impairment charge is recognized. Financial Liabilities The following table summarizes the changes in the Company's Level 3 financial liabilities: Financial Liabilities Contingent Consideration Payable Balance as of December 31, 2024 $ 3,127 Consideration paid — Revaluations 280 Balance as of December 31, 2025 $ 3,407 As of December 31, 2025, the current portion of the contingent consideration payable is $1.1 million and is presented within accrued and other current liabilities on the consolidated balance sheets.The Company’s contingent consideration payable relates to the additional Earn-Out to be paid as part of the Cheetah Acquisition and is categorized as a Level 3 financial instrument within the fair value hierarchy, as specific valuation techniques using unobservable inputs is required. The Company is using a probability-weighted average scenario approach in assigning probabilities across multiple outcomes of the potential EBITDA earned from Cheetah which forms the basis of the Earn-Out. These assumptions include financial forecasts, discount rates, and growth expectations. As of December 31, 2025, the discount rate applied was the Company's incremental borrowing rate of 13.9% and growth expectations on potential EBITDA earned from Cheetah were in the range of 36% to 89% in 2026, and 0% to 20% in 2027. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s management.The following table summarizes the Company’s long-term debt instruments (Refer to Note 9) at their carrying value and fair value: As of December 31, 2025 As of December 31, 2024 Carrying Value Fair Value Carrying Value Fair Value June Unsecured Debentures $ 24,855 $ 23,831 $ 21,750 $ 20,142 June Secured Debentures 160,772 154,569 144,913 134,096 Secured Notes 8,359 8,089 14,968 15,223 Other — — 696 687 Total $ 193,986 $ 186,489 $ 182,327 $ 170,148 Note 13 - Commitments In the ordinary course of business, the Company enters into contractual agreements with third parties that include non-cancelable payment obligations, for which it is liable in future periods. These arrangements can include terms binding the Company to minimum payments and/or penalties if it terminates the agreement for any reason other than an event of default as described in the agreement. The following table summarizes the Company’s contractual obligations and commitments as of December 31, 2025: 2026 2027 2028 2029 2030 Operating leases $ 7,195 $ 6,849 $ 6,883 $ 6,668 $ 5,987 Service and other contracts 1,986 148 162 — — Long-term debt — 226,338 — 97 111 Contingent consideration payable from Cheetah Acquisition 1,087 2,319 — — — Total $ 10,268 $ 235,654 $ 7,045 $ 6,765 $ 6,098 The Company’s commitments include employees, consultants and advisors, as well as leases and construction contracts for offices, dispensaries and cultivation facilities in the U.S. and Canada. The Company has certain operating leases with renewal options extending the initial lease term for an additional one to 15 years. Sale of Certain Massachusetts AssetsOn February 9, 2024, ICH's wholly-owned subsidiary, Mayflower Medicinals Inc. ("Mayflower"), entered into an Asset Purchase Agreement (the "MA Purchase Agreement") with an unaffiliated third-party buyer (the "MA Buyer"), pursuant to which, Mayflower agreed to sell certain of its assets associated with its Holliston, Massachusetts cultivation and product manufacturing facility (the "Purchased Assets") for $3.0 million (the "Purchase Price"). The transaction closed on September 27, 2024 (the "MA Closing Date"). On the MA Closing Date, $0.5 million was paid in cash (the "Cash Closing Payment"), while the remaining $2.5 million of the Purchase Price will be paid in installments pursuant to two promissory notes (the "MA Notes") as follows: $0.5 million to be paid in equal monthly installments over eight months with interest accruing at 7% per annum, and $2.0 million to be paid in equal monthly installments over 36 months with interest accruing at 7% per annum. As security for payments under the notes, Mayflower executed a security agreement, granting it a first priority lien on the Purchased Assets. The proceeds from the Cash Closing Payment was used by the Company to satisfy certain federal tax obligations. The Company recognized a gain on disposal of $2.6 million, which was the difference between the aggregate fair value of the consideration and the carrying value of the net assets disposed as of the MA Closing Date, which was presented in "recoveries, write-downs and other charges, net" on the consolidated statements of operations for the year ended December 31, 2024. Since the MA Closing Date, the Company has not received any of the scheduled payments pursuant to the MA Notes from the MA Buyer. As a result, during the year ended December 31, 2025, the Company recorded credit loss provisions $1.8 million, which is included within "write-downs, recoveries, and other charges, net" on the consolidated statements of operations. As of December 31, 2025, the MA Notes, net of credit loss provisions is $0.5 million (December 31, 2024 - $2.3 million), which is the portion of the MA Notes that is secured for repayment via a pledge, under a guarantor's agreement executed by the parties.Divesture of Nevada BusinessOn February 23, 2024, the Company's wholly-owned subsidiary, GreenMart of Nevada NLV, LLC ("GMNV") entered into an Asset Purchase Agreement (the "NV Purchase Agreement") with an unaffiliated, third-party buyer (the "NV Buyer"), pursuant to which, GMNV agreed to sell substantially all of the assets of GMNV to the NV Buyer, including GMNV's co-located medical and adult-use cultivation and production facility in North Las Vegas, Nevada, its adult-use dispensary in Las Vegas, Nevada, and its two conditional adult-use dispensary licenses to be located in Henderson and Reno, Nevada (the "Business"). After closing adjustments, the aggregate proceeds to be received from the sale are $5.9 million (the "Purchase Price"). Of the total Purchase Price, $3.5 million was paid in cash at the closing of the NV Purchase Agreement ("NV Closing") and the remaining balance of the Purchase Price is to be paid on a quarterly basis, beginning six months after the NV Closing, over 36 months with interest accruing at 8% per annum. On February 23, 2024, GMNV also entered into a Management Agreement (the "NV Management Agreement"), pursuant to which, the NV Buyer's affiliated entity (the "Manager"), will assume full operational and managerial control of the Business, which was approved by the NV CCB and became effective as of June 24, 2024 (the “NV Management Agreement Effective Date”). As of the NV Management Agreement Effective Date, all operational control of GMNV was transferred to the Manager and the Company determined that it no longer had a controlling financial interest as of the NV Management Agreement Effective Date. The Company recognized an initial gain of $2.1 million, which was the carrying value of the net liabilities disposed from deconsolidation on the NV Management Agreement Effective Date, which was presented in "interest and other income" on the consolidated statements of operations for the year ended December 31, 2024. The NV Closing was subject to, among other customary conditions, receipt of approval of the Nevada Cannabis Compliance Board (the "NV CCB"). On March 20, 2025, the Company received approval from the NV CCB for the NV Purchase Agreement and transfer of the licenses to the NV Buyer. The effective closing date of the NV Closing is March 31, 2025 (the "NV Closing Date"). On the NV Closing Date, the Company received $3.5 million in cash of the Purchase Price, while the remainder is paid through quarterly repayments by way of a promissory note (the "NV Note") issued by the NV Buyer, in respect of which quarterly repayments commenced in September 2025. Accordingly, the Company recognized a gain of $5.7 million, which is the aggregate fair value of the consideration to be received from the Buyer, which is presented in "interest and other income" on the consolidated statements of operations for the year ended December 31, 2025. As of December 31, 2025, the balance outstanding on the NV Note including accrued interest was $2.2 million, of which, $1.1 million is classified within "other current assets" on the consolidated balance sheets. Sale of Certain Arizona AssetsOn February 6, 2025, the Company entered into definitive agreements (the "AZ Purchase Agreements") with an unaffiliated third-party buyer (the "AZ Buyer"), pursuant to which the Company agreed to sell three dispensaries and two processing/cultivation facilities in Arizona for aggregate consideration of approximately $36.5 million (the "AZ Transaction"). The AZ Transaction includes two dispensaries, a processing facility and a cultivation/processing facility located in Mesa, Arizona as well as one dispensary located in Phoenix, Arizona (collectively, the "Facilities"). Following the closing of the AZ Transaction, the Company will continue to operate one dispensary in Mesa, Arizona. Pursuant to the AZ Purchase Agreements, the Company agreed to sell and the AZ Buyer agreed to acquire, substantially all of the assets related to or used in connection with the Facilities, including, but not limited to, all cannabis licenses associated with such businesses and related real property (collectively, the "AZ Purchased Assets"), together with certain assumed liabilities related to the AZ Purchased Assets. The closing of the Transaction is subject to customary conditions precedent, including the receipt of applicable consents and regulatory approvals. The purchase price for the AZ Purchased Assets is approximately $36.5 million and will consist of approximately $20 million of cash payable at closing, subject to certain adjustments, and a secured promissory note to be issued by the AZ Buyer in the principal amount of $16.5 million (the "AZ Note"). The AZ Note will bear interest at a rate of six percent per annum compounded annually, with a term of 66 months. The AZ Transaction closed on February 14, 2025, with an effective closing date of February 10, 2025, which is the date the AZ Buyer assumed the financial benefit and risk relating to the AZ Purchased Assets. At this time, the Company received cash net of closing adjustments of $15.8 million and recognized the fair value of consideration receivable under the AZ Note of $13.5 million. Accordingly, the Company recognized a gain on deconsolidation of $6.3 million, which was difference between the aggregate fair value of the consideration and the carrying value of the net assets disposed from deconsolidation, which is presented in "interest and other income" on the consolidated statements of operations for the year ended December, 2025. On August 29, 2025 (the "AZ Note Closing Date"), the Company entered into a Promissory Note Purchase Agreement (“AZ Note Purchase Agreement”) with an unaffiliated third-party buyer (the “AZ Note Purchaser”) for the sale of the AZ Note. Pursuant to the AZ Note Purchase Agreement and as of the AZ Note Closing Date, the Company agreed to sell, assign, and transfer to the AZ Note Purchaser all its right, title, and interest in the AZ Note and related security documents (collectively, the “AZ Note Assets”). The aggregate consideration for the AZ Note Assets is $11.3 million, which is payable as follows: (i) $10.1 million in cash on the AZ Note Closing Date, subject to certain adjustments for transaction costs, and (ii) $1.2 million to be held in an escrow account to meet any shortfall amounts as contained in the AZ Note Purchase Agreement, with any outstanding balance in the escrow account to be transferred to the Company on the first anniversary of the AZ Note Closing Date. Prior to the sale of the AZ Note, the balance including accrued interest on the AZ Note was $12.7 million. Following the AZ Note Closing Date, the Company recognized a loss of $1.4 million, which was the difference between the aggregate fair value of the consideration and the carrying value of the AZ Note, which is presented in "interest and other income" on the consolidated statements of operations for the year ended December 31, 2025. Note 14 - Contingencies and Guarantees The Company is involved in lawsuits, claims, and proceedings, including those identified below, which arise in the ordinary course of business. In accordance with the FASB ASC Topic 450 Contingencies, the Company will make a provision for a liability when it is both probable that a loss has been incurred and the amount of the loss can be reasonably estimated. The Company believes it has adequate provisions for any such matters. The Company reviews these provisions in conjunction with any related provisions on assets related to the claims at least quarterly and adjusts these provisions to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel and other pertinent information related to the case. Should developments in any of these matters outlined below cause a change in the Company’s determination as to an unfavorable outcome and result in the need to recognize a material provision, or, should any of these matters result in a final adverse judgment or be settled for significant amounts, they could have a material adverse effect on the Company’s results of operations, cash flows, and financial position in the period or periods in which such a change in determination, settlement or judgment occurs. The Company expenses legal costs relating to its lawsuits, claims and proceedings as incurred. The Company has been named as a defendant in several legal actions and is subject to various risks and contingencies arising in the normal course of business. Based on consultation with counsel, management and legal counsel is of the opinion that the outcome of these uncertainties will not have a material adverse effect on the Company’s financial position. The events that allegedly gave rise to the following claims occurred prior to the Company’s closing of the MPX Acquisition in February 2019 are as follows: On May 29, 2019, Walmer Capital Limited (“Walmer”) and Island Investments Holdings Limited (“Island”) filed a statement of claim in the Ontario Superior Court of Justice against MPX Bioceutical ULC (“MPX ULC”). The claim arose from the debentures (the “MPX Debentures”) issued by MPX Bioceutical Corporation (“MPX Corporation”) in May 2018, the majority of which debentures were redeemed on April 24, 2019 by MPX ULC, a wholly-owned subsidiary of the Company and the successor entity to MPX Corporation following the MPX Acquisition. MPX ULC withheld the redemption of approximately $1.3 million of the original subscription amount of the MPX Debentures as MPX ULC was unable to confirm valid payment of such debentures (the “Disputed Debentures”). The plaintiffs’ statement of claim alleged that the plaintiffs were entitled to the Disputed Debentures and sought immediate conversion of such debentures into the Company’s common shares. In addition, the plaintiffs sought damages including, but not limited to, for breach of the Disputed Debentures and related indenture in the amount of $111.0 million and breach of a security subordination agreement in the amount of $3.5 million. On July 2, 2019, Walmer, Island, Walmer’s principal, Alastair Crawford (“Crawford”), Broughton Limited (“Broughton”) and Puddles 8 Limited (“Puddles”) filed a petition in British Columbia against the Company and its then directors based on the same facts as alleged in the statement of claim filed by Walmer and Island in the Ontario Superior Court of Justice and seeking a declaration that the respondents engaged in oppressive or unfairly prejudicial conduct and resulting damages. In September 2019, the parties to the Ontario action and the British Columbia petition agreed to consolidate the two proceedings into one action that addresses all issues in the British Columbia petition and agreed to discontinue the separate proceedings. On August 23, 2019, Walmer, Island, Crawford, Broughton and Puddles filed a notice of civil claim in the Supreme Court of British Columbia against MPX ULC, the Company and its then directors consolidating the allegations made in the previously commenced Ontario action and British Columbia petition and seeking, among other things: (i) a mandatory order compelling MPX ULC and the Company to convert the Disputed Debentures into common shares of the Company; (ii) damages for breach of the Disputed Debentures (and indentures) and breach of fiduciary obligations in the amount of $111.0 million; (iii) damages for breach of a security subordination agreement in the amount of $3.5 million; (iv) damages for breach of a consultancy agreement in the approximate amount of $0.4 million plus approximately $0.2 million plus certain warrants; and (v) damages for breach of the duty of good faith in the amount of $1.0 million. On October 31, 2019, the Company and MPX ULC served the plaintiffs with a response and counterclaim. On December 3, 2019, the plaintiffs served (i) a notice of application seeking an order to strike the Company’s and MPX ULC’s counterclaim against Timothy Childs, Island’s principal, in his personal capacity, on the basis that it alleges no cause of action against him and (ii) a notice of application for summary judgment. On February 11, 2020, the Company’s directors filed a defense to the plaintiffs’ claim with the Supreme Court of British Columbia. On August 22, 2023, Walmer, Island, Broughton, Crawford and Puddles filed a Notice of Intention to Proceed with their claim. On June 4, 2025, the plaintiffs filed an Amended Notice of Civil Claim (the "Amended Claim"), which, among other things, revised the relief sought by the plaintiffs. Pursuant to the Amended Claim, the plaintiffs are seeking: (i) damages for failure to pay the Disputed Debentures in the amount of $1.8 million plus bonus and interest; (ii) damages for breach of a consultancy agreement in amount of $0.4 million plus approximately $0.2 million; and (iii) damages for breach of the duty of good faith owed to the plaintiffs in the amount of $1.0 million. The Company and MPX ULC filed its response and counterclaim on July 4, 2025.In addition, the Company is currently reviewing the following matters with legal counsel and has not yet determined the range of potential losses: In October 2018, Craig Roberts and Beverly Roberts (the “Roberts”) and the Gary W. Roberts Irrevocable Trust Agreement I, Gary W. Roberts Irrevocable Trust Agreement II, and Gary W. Roberts Irrevocable Trust Agreement III (the “Roberts Trust” and together with the Roberts, the “Roberts Plaintiffs”) filed two separate but similar declaratory judgment actions in the Circuit Court of Palm Beach County, Florida against GrowHealthy Holdings, LLC (“GrowHealthy Holdings”) and the Company in connection with the acquisition of substantially all of GrowHealthy Holdings’ assets by the Company in early 2018. The Roberts Plaintiffs sought a declaration that the Company must deliver certain share certificates to the Roberts without requiring them to deliver a signed Shareholder Representative Agreement to GrowHealthy Holdings, which delivery was a condition precedent to receiving the Company share certificates and required by the acquisition agreements between GrowHealthy Holdings and the Company. In January 2019, the Circuit Court of Palm Beach County denied the Roberts Plaintiffs’ motion for injunctive relief, and the Roberts Plaintiffs signed and delivered the Shareholder Representative Agreement forms to GrowHealthy Holdings while reserving their rights to continue challenging the validity and enforceability of the Shareholder Representative Agreement. The Roberts Plaintiffs thereafter amended their complaints to seek monetary damages in the aggregate amount of $22.0 million plus treble damages. On May 21, 2019, the court issued an interlocutory order directing the Company to deliver the share certificates to the Roberts Plaintiffs, which the Company delivered on June 17, 2019, in accordance with the court’s order. On December 19, 2019, the Company appealed the court’s order directing delivery of the share certificates to the Florida Fourth District Court of Appeal, which appeal was denied per curiam. On October 21, 2019, the Roberts Plaintiffs were granted leave by the Circuit Court of Palm Beach County to amend their complaints in order to add purported claims for civil theft and punitive damages, and on November 22, 2019, the Company moved to dismiss the Roberts Plaintiffs’ amended complaints. On May 1, 2020, the Circuit Court of Palm Beach County heard arguments on the motions to dismiss, and on June 11, 2020, the court issued a written order granting in part and denying in part the Company’s motion to dismiss. Specifically, the order denied the Company’s motion to dismiss for lack of jurisdiction and improper venue; however, the court granted the Company’s motion to dismiss the Roberts Plaintiffs’ claims for specific performance, conversion and civil theft without prejudice. With respect to the claim for conversion and civil theft, the Circuit Court of Palm Beach County provided the Roberts Plaintiffs with leave to amend their respective complaints. On July 10, 2020, the Roberts Plaintiffs filed further amended complaints in each action against the Company including claims for conversion, breach of contract and civil theft including damages in the aggregate amount of $22.0 million plus treble damages, and on August 13, 2020, the Company filed a consolidated motion to dismiss such amended complaints. On October 26, 2020, Circuit Court of Palm Beach County heard argument on the consolidated motion to dismiss, denied the motion and entered an order to that effect on October 28, 2020. Answers on both actions were filed on November 20, 2020 and the parties commenced discovery. On September 9, 2021, the Roberts Plaintiffs filed a motion to consolidate the two separate actions, which motion was granted on October 14, 2021. On August 6, 2020, the Roberts filed a lawsuit against Randy Maslow, the Company’s now former Interim Chief Executive Officer, President, and director, in his individual capacity (the “Maslow Complaint”), alleging a single count of purported conversion. The Maslow Complaint was not served on Randy Maslow until November 25, 2021, and the allegations in the Maslow Complaint are substantially similar to those allegations for purported conversion in the complaints filed against the Company. On March 28, 2022, the court consolidated the action filed against Randy Maslow with the Roberts Plaintiffs’ action for discovery and trial purposes. As a result, the court vacated the matter’s initial trial date of May 9, 2022 and the case has not been reset for trial yet. On April 22, 2022, the parties attended a court required mediation, which was unsuccessful. On May 6, 2022, the Circuit Court of Palm Beach County granted Randy Maslow’s motion to dismiss the Maslow Complaint. On May 19, 2022, the Roberts filed a second amended complaint against Mr. Maslow (“Amended Maslow Complaint”). On June 3, 2022, Mr. Maslow filed a motion to dismiss the Amended Maslow Complaint, which was denied on September 9, 2022. On April 12, 2023, the Circuit Court of Palm Beach County set this matter for a jury trial to occur sometime between June 5, 2023 and August 11, 2023; however, the court rescheduled the jury trial and did not set a new trial date. On April 14, 2023, the Roberts Plaintiffs filed a partial Motion for Summary Judgment on liability for the Roberts Plaintiffs' claims for breach of contract and the Company filed a competing Motion for Summary Judgment on all claims against the Company. On April 21, 2023, Mr. Maslow also filed a Motion for Summary Judgment. All of the motions remain pending. On February 27, 2024, the Roberts Plaintiffs filed a Notice for Jury Trial with the Circuit Court of Palm Beach County, notifying the court that the matter was ready to be set for trial. On April 19, 2024, the Roberts Plaintiffs filed a Motion for Speedy Trial due to the ages and health of the Roberts Plaintiffs. On May 14, 2024, the court issued a scheduling order that, among other things, set this matter for a jury trial to occur sometime between October 21, 2024 and December 27, 2024; however, due to competing schedules of the parties, the court elected to specially set the trial. On October 15, 2024, the court issued an order specially setting the trial to begin on January 14, 2025; however, the court has vacated this trial date. On December 13, 2024, the court denied each of the parties' respective Motions for Summary Judgment. Further, the parties have been ordered by the court to attend mediation, which occurred on March 7, 2025 and was ultimately unsuccessful. On March 21, 2025, the court issued an order specially setting the trial to begin on April 8, 2025 and on the same day, the Company filed an objection to the order on the basis that that it was not timely issued. Also on March 21, 2025, the court scheduled a case management conference for March 28, 2025 and referred this matter to non-binding arbitration beginning on April 8, 2025. The parties attended non-binding arbitration on April 15, 2025, the results of which are confidential. On March 31, 2025, the court issued an order specially setting the trial to begin on June 17, 2025. On June 15, 2025, the parties executed a settlement agreement (the "Roberts Settlement Agreement"), pursuant to which, the Company agreed to pay the Roberts Plaintiffs a total sum of $5.5 million, payable as follows: (i) $1,250,000 within five (5) business days of executing the Roberts Settlement Agreement; (ii) $150,000 on January 5, 2026; and (iii) starting January 5, 2026, $4.1 million in equal monthly installments over thirty-six (36) months, bearing simple interest rate of 6% per year. On June 16, 2025, the parties filed a Joint Stipulation to Dismiss this matter with prejudice, which was approved by the court on June 17, 2025.On July 23, 2020, Blue Sky Realty Corporation filed a putative class action against the Company and the Company’s former Chief Financial Officer in the Ontario Superior Court of Justice (“OSCJ”) in Toronto, Ontario. On September 27, 2021, the OSCJ granted leave for the plaintiff to amend its claim (“Amended Claim”). In the Amended Claim, the plaintiff seeks to certify the proposed class action on behalf of two classes. “Class A” consists of all persons, other than any executive level employee of the Company and their immediate families (“Excluded Persons”), who acquired the Company’s common shares in the secondary market on or after April 12, 2019, and who held some or all of those securities until after the close of trading on April 5, 2020. “Class B” consists of all persons, other than Excluded Persons, who acquired the Company’s common shares prior to April 12, 2019, and who held some or all of those securities until after the close of trading on April 5, 2020. Among other things, the plaintiff alleges statutory and common law misrepresentation, and seeks an unspecified amount of damages together with interest and costs. The plaintiff also alleges common law oppression for releasing certain statements allegedly containing misrepresentations inducing Class B members to hold the Company’s securities beyond April 5, 2020. No certification motion has been scheduled. The Amended Claim also changed the named plaintiff from Blue Sky Realty Corporation to Timothy Kwong. The hearing date for the motion for leave to proceed with a secondary market claim under the Securities Act (Ontario) has been vacated. The parties have reached a settlement in principle, and November 16, 2023, the OSCJ certified the class for settlement purposes only. On February 20, 2024, the OSCJ held the settlement approval hearing and on March 8, 2024, issued its decision rejecting the proposed settlement. On August 19, 2021, Arvin Saloum (“Saloum”), a former consultant of the Company, filed a Demand for Arbitration with the American Arbitration Association (the “Arbitration Action”) against The Healing Center Wellness Center, Inc. (“THCWC”) and iAnthus Arizona, LLC (“iA AZ”), claiming a breach of a Consulting and Joint Venture Agreement (the “JV Agreement”) for unpaid consulting fees allegedly owed to Saloum under the JV Agreement. Saloum is claiming damages between $1.0 million and $10.0 million. On September 7, 2021, THCWC and iA AZ filed Objections and Answering Statement to Saloum’s Demand for Arbitration. On November 18, 2021, THCWC and iA AZ filed a Complaint for Declaratory Judgment (“Declaratory Judgment Complaint”) with the Arizona Superior Court, Maricopa County (“Arizona Superior Court”), seeking declarations that: (i) the JV Agreement is void, against public policy and terminable at will; (ii) the JV Agreement is unenforceable and not binding; and (iii) the JV Agreement only applies to sales under the Arizona Medical Marijuana Act. On January 21, 2022, Saloum filed an Answer with Counterclaims in response to the Declaratory Judgment Complaint. The Declaratory Judgment Complaint remains pending before the Arizona Superior Court. The Arbitration Action is stayed, pending resolution of the Declaratory Judgment Complaint. On April 25, 2023, the parties attended a mediation, which was unsuccessful. The parties are currently engaging in discovery. On March 23, 2026, Saloum filed a Partial Motion for Summary Judgment, seeking a declaration that the JV Agreement is binding upon THCWC, iA AZ and the Company (collectively, the "iAnthus Parties") because: (i) the iAnthus Parties ratified the JV Agreement by making payments to Saloum; (ii) the iAnthus Parties assumed the obligations under the JV Agreement in connection with the MPX Acquisition; (iii) the MPX Acquisition was a de-facto merger, meaning MPX Corporation's obligations became the iAnthus Parties'; and (iv) the iAnthus Parties are stopped from denying the enforceability of the JV Agreement because Saloum relied upon the iAnthus Parties' performance. The iAnthus Parties’ response is due on April 23, 2026.On May 23, 2022, CGX Life Sciences, Inc. (“CGX”), a wholly-owned subsidiary of the Company, filed a demand for arbitration (the “CGX Arbitration”) with the American Arbitration Association (“AAA”) against LMS Wellness, Benefit LLC (“LMS”) and its 100% owner, William Huber (“Huber” and together with LMS, the “Defendants”) for various breaches under the option agreements entered into between CGX and LMS, on the one hand, and CGX and Huber on the other (collectively, the “Option Agreements”). Specifically, CGX is seeking: (i) an order finding the Defendants in breach of the Option Agreements and directing specific performance by the Defendants of their obligations under the Option Agreements to complete the sale and transfer of LMS to CGX; (ii) an order either tolling or extending the closing date under the Option Agreements; (ii) an order requiring Huber to restore LMS’ bank account of all sums withdrawn for the payment of contracts entered into in breach of the Option Agreements; and (iii) an order prohibiting Huber from withdrawing any further funds from LMS’ bank account. On June 8, 2022, the Defendants filed an Answering Statement, denying the allegations raised by CGX and sent a notice to CGX, purporting to terminate the Option Agreements. In addition, on June 8, 2022, LMS filed a demand for arbitration (the “S8 Arbitration”) with the AAA against S8 Management, LLC (“S8”), alleging that S8 breached the Amended and Restated Management Services Agreement (the “MSA”) entered into between LMS and S8 on March 12, 2018. On June 24, 2022, the Defendants filed Motion to Consolidate the CGX Arbitration and S8 Arbitration. On July 5, 2022, CGX filed an opposition to the Defendants’ Motion to Consolidate and a cross-Motion to Stay the S8 Arbitration to allow the CGX Arbitration to proceed first. On July 26, 2022, the parties attended a preliminary conference with the arbitrator, at which conference the arbitrator preliminarily granted the Defendants’ Motion to Consolidate and denied CGX’s cross-Motion to Stay the S8 Arbitration. On October 7, 2022, CGX filed a dispositive motion for specific performance of Defendants’ obligations to complete the sale of LMS to CGX (claims (i) and (ii), above), which Defendants opposed. On October 31, 2022, the arbitrator granted CGX’s dispositive motion and ordered Defendants to complete the sale of LMS to CGX. The remaining claims asserted in the CGX Arbitration (claims (iii) and (iv), above) and the S8 Arbitration remain pending. On November 30, 2022, Defendants filed a Petition to Vacate Arbitration Award. CGX’s filed its response on January 30, 2023, and subsequently the Defendants filed a Request for Hearing on February 3, 2023. The Circuit Court for Baltimore County had a hearing on the Petition to Vacate Arbitration Award on February 21, 2024, and on March 4, 2024, the Circuit Court for Baltimore County denied Defendants' Petition to Vacate Arbitration Award. On April 8, 2024, the Defendants submitted the required ownership transfer paperwork to the Maryland Cannabis Administration (the "MCA") to request approval of the transfer of ownership of LMS to CGX following the denial of the Defendants' Petition to Vacate Arbitration Award. Also on April 8, 2024, the Defendants requested that the MCA either deny the ownership transfer of LMS to CGX, or delay their consideration of the request until the S8 Arbitration is complete. On April 22, 2024, the MCA notified the parties that it will wait to consider the request to transfer ownership of LMS to CGX until the S8 Arbitration is complete. Beginning on July 15, 2024, the parties attended a hearing regarding claims (iii) and (iv) in the CGX Arbitration and the claims in the S8 Arbitration. The parties filed post-hearing briefs on August 27, 2024 and oral argument regarding the post-hearing briefs was held on September 16, 2024. On September 24, 2024, the arbitrator issued his final award, in which he denied the claims of all parties in the CGX Arbitration and S8 Arbitration. Upon completion of the CGX Arbitration and S8 Arbitration, CGX continued to pursue regulatory approval of the transfer of ownership of LMS to CGX from the MCA. On March 4, 2025, the MCA approved the transfer of 100% of the ownership of LMS to CGX.Pursuant to the terms of the Option Agreements, LMS and Huber are required to close the transaction and transfer 100% of the membership interests of LMS to CGX within two (2) business days of receipt of the MCA's approval, as that was the final closing condition to be satisfied. Accordingly, CGX demanded that LMS and Huber close no later than March 7, 2025. LMS and Huber failed to close and on March 10, 2025, CGX filed a Motion to Enforce Judgment to mandate that LMS and Huber transfer ownership of LMS to CGX, among other things. LMS and Huber have not responded to CGX's motion yet. On March 7, 2025, LMS filed an action in the Circuit Court for Anne Arundel County, seeking a writ of mandamus, temporary restraining order and preliminary injunction against the MCA on the basis that the MCA violated the law by issuing its March 4, 2025 approval regarding the transfer of 100% of the ownership of LMS to CGX. Specifically, LMS is seeking an order that the MCA be compelled to rescind its approval because ownership of LMS's license cannot be transferred for five (5) years, or until July 1, 2028, because LMS converted its medical-only license to a dual license on July 1, 2023. On March 12, 2025, the MCA filed its opposition to LMS, arguing, among other things, that the court order exception to the 5-year restriction on transfers applies. Also on March 12, 2025, CGX intervened and filed an opposition to LMS, incorporating the MCA's opposition. On March 14, 2025, the parties attended a court conference and the court denied LMS's motion for a temporary restraining order. On April 18, 2025, the court granted CGX’s Motion to Enforce Judgment and ordered LMS and Huber to close the transaction and transfer 100% of the membership interests of LMS to CGX no later than April 21, 2025. On April 21, 2025, LMS complied with the court’s order and CGX now owns 100% of LMS. As a result, this matter is now resolved.On June 20, 2023, LMS filed a complaint in the United States District Court for the District of Maryland against the Company and three wholly-owned subsidiaries of the Company (the "iAnthus Defendants"), alleging conversion, RICO violations and unjust enrichment and seeking damages in excess of $4.5 million, plus treble damages (the "Federal Complaint"). The allegations in the Federal Complaint appear substantially similar to, and appear to arise from substantially the same operative facts as, those alleged by LMS in the CGX Arbitration, the S8 Arbitration, and in support of the Defendants' Petition to Vacate Arbitration Award. The iAnthus Defendants deny LMS’s allegations alleging unlawful conduct. The iAnthus Defendants filed a Motion to Dismiss (Or Stay the Proceedings) the Federal Complaint on September 11, 2023. On March 12, 2024, the Court granted the iAnthus Defendants' motion and administratively stayed the Federal Complaint pending the outcome of the CGX Arbitration and the S8 Arbitration. On November 1, 2024, LMS filed a voluntary notice of dismissal, dismissing the Federal Complaint. On November 4, 2024, the court ordered that LMS’s notice of dismissal be adopted and further ordered that the Federal Complaint be dismissed.On June 20, 2022, Michael Weisser (“Weisser”) commenced a petition (the “Petition”) in the Supreme Court of British Columbia (the “Court”) against the Company and the Company’s former board of directors. In the Petition, Weisser sought: (i) a declaration that the affairs of Company and its then-board of directors were being conducted or have been conducted in a manner that is oppressive and/or prejudicial to Weisser; (ii) an order that Weisser is entitled to call and hold the Company’s annual general meeting for 2020 ( “2020 AGM”) on or before June 30, 2022 or a date set by the Court as soon as reasonably possible; (iii) alternatively, an order that the Company hold the 2020 AGM on or before June 30, 2022 or a date set by the Court as soon as reasonably possible; (iv) an order that the Company set the record date for the 2020 AGM; (v) an order that Weisser is entitled to appoint a chair for the 2020 AGM, or that the Court appoint an independent chair for the 2020 AGM; and (vi) an order that the Company be required to provide Weisser with an opportunity to review all votes and proxies submitted in respect of the 2020 AGM, no later than 24 hours in advance of the 2020 AGM. On June 22, 2022, Weisser was granted a short leave by the Court which permitted a return date for the Petition of June 28, 2022. On June 24 2022, the Company closed the Recapitalization Transaction and the Company noticed the 2020 AGM, the annual general meeting for 2021 (“2021 AGM”) and the annual general meeting for 2022 (the “2022 AGM” and together with the 2020 AGM and 2021 AGM, the “AGMs”). As a result, Weisser’s Petition was rendered moot. On November 14, 2022, Weisser filed an application (the “Application”) in the Petition proceeding, seeking to add the Secured Lenders and Consenting Unsecured Lenders as respondents to the Petition and to amend the Petition. Specifically, Weisser is seeking to amend the Petition to request: (i) a declaration that the affairs of the Secured Lenders, Consenting Unsecured Lenders, the Company and the powers of its then-directors have been and are continuing to be conducted in a manner that is oppressive and/or prejudicial to Weisser; (ii) an order setting aside and/or unwinding the closing of the Recapitalization Transaction; (iii) an order setting aside the results of the Company’s annual general meeting held August 11, 2022; (iv) an order that the 2020 AGM be held by December 31, 2022; (v) an order that the Company set the record date for the 2020 AGM to hold the meeting by December 31, 2022; (vi) an order that for purposes of voting at the 2020 AGM, the shareholdings of the Company be those shareholdings that existed prior to the closing of the Recapitalization Transaction; (vii) an order that Weisser is entitled to appoint a chair for the 2020 AGM, or that the Court appoint an independent chair for the 2020 AGM; (viii) an order that the Company be required to provide Weisser with an opportunity to review all votes and proxies submitted in respect of the 2020 AGM, no later than 24 hours in advance of the 2020 AGM; and (ix) an order that pending the 2020 AGM, the Company’s current board of directors be replaced by an interim slate of directors to be nominated by Weisser. On May 2, 2023, ICH and its former directors filed their response to the Petition, opposing all orders sought by Weisser, in part, as the Petition is barred by the releases in the Plan of Arrangement and constitutes a collateral attack on Justice Gomery's order approving the Plan. Weisser has not requested a hearing date on the Petition yet. On April 5, 2023, Canaccord Genuity Corp. ("Canaccord") filed a Statement of Claim against the Company in the OSCJ pursuant to an engagement letter (as amended, the "Engagement Letter") entered into by and between Canaccord and the Company. Specifically, Canaccord alleges that it is owed a cash fee equal to approximately $2.2 million(the "Alleged Fee") pursuant to the Engagement Letter as a result of the closing of the Recapitalization Transaction. The Company filed its Statement of Defense on May 17, 2023 in which, the Company disputes that it owes the Alleged Fee on the basis that the Recapitalization Transaction closed outside of the tail period of the Engagement Letter, which expired on November 4, 2021. The Company also filed a counterclaim against Canaccord, seeking the repayment of $0.3 million payment mistakenly made by the Company towards the Alleged Fee in October 2022. On November 3, 2023, Canaccord filed a Motion for Summary Judgment, requesting that the court grant Canaccord's claim for the Alleged Fee. The hearing on Canaccord's Motion for Summary Judgment was held on June 26, 2025. On August 8, 2025, the parties executed a settlement agreement, pursuant to which, the Company agreed to pay Canaccord a total sum of $2.0 million, payable as follows: (i) $0.3 million by August 20, 2025; and (ii) $1.7 million in 24 equal monthly installments, beginning on September 19, 2025.Note 15 - Related Party Transactions December 31, December 31, 2025 2024 Financial Statement Line Item Long-term debt, net of issuance costs (1) 188,088 177,925 Accrued and other current liabilities 4,032 9,461 Total $ 192,120 $ 187,386 (1)Upon the closing of the Recapitalization Transaction, certain of the Company’s lenders held greater than 5.0% of the voting interests in the Company and therefore are classified as related parties. Refer to Note 9 for further discussion. Pursuant to the terms of the Secured DPA, the Company has a related party payable of $6.3 million due to certain of the New Secured Lenders, including Gotham Green Fund 1, L.P., Gotham Green Fund 1 (Q), L.P., Gotham Green Fund II, L.P., Gotham Green Fund II (Q), L.P., Oasis Investment Master II Fund LTD., Senvest Global (KY), LP, Senvest Master Fund, LP and Hadron Healthcare and Consumer Special Opportunities Master Fund, for certain out-of-pocket costs, charges, fees, taxes and other expenses incurred by the New Secured Lenders in connection with the closing of the Recapitalization Transaction (the “Deferred Professional Fees”). These New Secured Lenders held greater than 5.0% of the outstanding common shares of the Company upon the closing of the Recapitalization Transaction and are therefore considered to be related parties. The Company had until December 31, 2022, to pay the Deferred Professional Fees ratably based on the amount of each New Secured Lender’s Deferred Professional Fees. The Deferred Professional Fees accrued simple interest at the rate of 12.0% from the Closing Date until December 31, 2022. Beginning with the first business day of the month following December 31, 2022, interest shall accrue on the Deferred Professional Fees at the rate of 20.0% calculated on a daily basis and is payable on the first business day of every month until the Deferred Professional Fees and accrued interest thereon is paid in full.On February 5, 2025, the Company entered into consent and release agreement with Secured Lenders to utilize cash proceeds upon the closing of the AZ Transaction to payments in the amount of $5.0 million towards the principal amount outstanding under the Deferred Professional Fees. In addition, the Secured Lenders agreed to reduce the outstanding amount of the Deferred Professional fees by $1.0 million and reduce interest to 8% on the remaining balance. On September 2, 2025, the Company applied cash proceeds from the sale of the AZ Note, utilizing $0.3 million toward the remaining principal and $0.9 million toward accrued interest under the Deferred Professional Fees. As of December 31, 2025, the outstanding related party portion of the Deferred Professional Fees including accrued interest was $2.2 million (December 31, 2024 – $9.2 million). The related party balance is presented in accrued and other current liabilities on the consolidated balance sheets.Pursuant to the terms of 2024 NJ Amendment, interest accruing after February 16, 2024 will be payable in cash on the last day of each fiscal quarter (the first such interest payment date being May 16, 2024). As of December 31, 2025 the outstanding related party portion of the interest payable was $0.1 million (December 31, 2024 - $0.2 million) presented in accrued and other current liabilities on the consolidated balance sheets.Note 16 - Income Taxes Income tax (benefit) expense for the years ended December 31, 2025 and 2024 consisted of the following: 2025 2024 Current income (benefit) tax expense Federal $ 16,355 $ (9,215 ) State 683 11,811 Total current income tax expense 17,038 2,596 Deferred income tax recoveries Federal — (16,053 ) State — (4,221 ) Total deferred income tax benefit — (20,274 ) Income tax (benefit) expense $ 17,038 $ (17,678 ) Income tax expense differed from the amount computed by applying the federal statutory tax rate of 21.0% for the years ended December 31, 2025 and 2024 due to the following: 2025 2024 Pretax loss at federal statutory rate $ (4,865 ) 21.0% $ (5,316 ) 21.0% State income taxes, net of federal expense (362 ) -1.6% (244 ) 1.0% Foreign income taxes (428 ) -1.8% (848 ) 3.3% Non-deductible items 328 1.4% 1,065 -4.2% True-up of income taxes payable 11,232 48.5% (6,573 ) 26.0% Uncertain tax positions 4,821 20.8% 5,363 -21.2% Other items (5,226 ) -22.6% (20 ) 0.1% Change in valuation allowance 11,538 49.8% (11,105 ) 43.9% Income tax (benefit) expense $ 17,038 73.6% $ (17,678 ) 69.8% The tax effects of temporary differences that give rise to significant portions of the deferred income tax assets and liabilities as of December 31, 2025 and 2024 are presented below: 2025 2024 Deferred income tax assets: Net operating loss carryforwards $ 39,401 $ 52,183 Interest expense carryforwards 44,875 35,596 Stock based compensation 14,173 12,486 Intangible assets 5,019 6,650 Property, plant and equipment 3,126 6,696 Inventories 41 166 Other items 9,047 1,103 115,682 114,880 Valuation allowance (95,973 ) (94,151 ) Deferred income tax assets $ 19,709 $ 20,729 Deferred income tax liabilities: Intangibles resulting from acquisitions (19,709 ) (20,729 ) Deferred income tax liabilities (19,709 ) (20,729 ) Net deferred income tax liabilities $ — $ — As of December 31, 2025, the Company has Canadian non-capital loss carryforwards of $131.1 million available to offset future income which will expire in the years 2026 through 2043. As of December 31, 2025, the Company has federal net operating loss carryforwards of approximately $152.5 million with a portion that will begin to expire in the years 2035 through 2037. Additionally, the Company has net operating loss carryforwards for state purposes aggregating $142.1 million as of December 31, 2024, of which a portion will begin to expire in the years 2028 through 2043. For the year ended December 31, 2025, the Company has established a full valuation allowance based on management’s assertion that certain deferred tax assets, related to net operating loss carryforwards, are not realizable in the near future due to operating losses incurred as we continue to expand the business and Section 163(j) limitation on interest expense deductibility. In general, under Section 382 of the U.S. Internal Revenue Code of 1986, as amended, a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its pre-change net operating loss carryforwards (“NOLs”) to offset future taxable income. Similarly, where control of a corporation has been acquired by a person or group of persons, subsection 111(5) of the Income Tax Act (Canada), and equivalent provincial income tax legislation restrict the corporation’s ability to carry forward non-capital losses from preceding taxation years. The Company concluded that the Recapitalization Transaction which closed on June 24, 2022 did not qualify as an acquisition of control for Canadian tax purposes; therefore, the Company’s existing Canadian non-capital losses are unlimited and continue to have a full valuation allowance set against its deferred tax assets. The U.S. NOLs will be subject to a substantial annual limitation arising from the Company’s ownership changes. As a result, a full valuation allowance has been recorded by the Company on these deferred tax assets as well as any Section 163(j) interest limitation deduction carryforwards. The Section 382 limitation is increased by recognized built-in gain (“RBIG”) in the five-year period following the change date to the extent that the value of the loss corporation’s assets exceed the tax basis of these assets. Under the Section 338 approach, assets are treated as generating RBIG even if these assets are not disposed of during the five-year recognition period. The Company is in the process of reviewing the tax basis of their fixed assets so it can compare it to the deemed selling price under Section 382 of the code. The Company is expecting that this calculation may result in a RBIG that would increase the Section 382 limitation available over the next five years. The Company files income tax returns in Canada, Luxembourg, United States and various state and local tax jurisdictions. The Company’s income tax years open to examination are 2013 through 2020 in Canada, and 2019 through 2022 in the United States. The Company record uncertain tax position when a tax position does not meet the 50% more-likely-than-not threshold. For the years ended December 31, 2025 and December 31, 2024, there was $106.9 million and $81.4 million, respectively in unrecognized tax benefits that if recognized, would impact our effective tax rate. As the Company operates in the cannabis industry within the United States, the Company considers Internal Revenue Code (“IRC”) Section 280E which generally allows a deduction for certain expenses directly related to sales of product. Based on our legal interpretation, we have established a reserve for uncertain tax positions related to the differences that would arise under IRC Section 280E. 2025 2024 Unrecognized tax benefits: Beginning balance $ 81,371 $ — Additions for tax positions related to current year 17,392 81,371 Additions for tax positions related to prior years 8,137 — Balance as of December 31, 2025 $ 106,900 $ 81,371 Note 17 – Consolidated Statements of Cash Flows Supplemental Information (a) Cash payments made on account of: Year Ended December 31, 2025 2024 Income taxes (including interest and penalties) $ 7,669 $ 4,402 Interest 1,486 1,525 (b) Changes in other non-cash operating assets and liabilities are comprised of the following: Year Ended December 31, 2025 2024 Decrease (increase) in: Accounts receivables, net $ 4,372 $ (1,762 ) Prepaid expenses (1,345 ) (190 ) Inventories, net (4,493 ) 1,570 Other current assets (1,776 ) 1,194 Other long-term assets 1,769 (641 ) Operating leases (1,659 ) (2,196 ) (Decrease) increase in: Accounts payable 1,935 (2,003 ) Accrued and other current liabilities (2,273 ) (55,362 ) Other non-current liabilities 2,532 (518 ) Uncertain tax position liabilities 10,220 54,304 $ 9,282 $ (5,604 ) (c) Depreciation and amortization are comprised of the following: Year Ended December 31, 2025 2024 Property, plant and equipment $ 7,003 $ 8,774 Operating lease ROU assets 2,075 2,055 Intangible assets 10,212 13,907 $ 19,290 $ 24,736 (d) Write-downs, (recoveries) and other charges, net are comprised of the following: Year Ended December 31, 2025 2024 Account receivable $ 306 $ 1,181 Notes receivable 1,808 — Share issuance — 320 Operating lease ROU assets — (136 ) Intangible assets 85 — Property, plant and equipment 814 (2,601 ) $ 3,013 $ (1,236 ) (e) Significant non-cash investing and financing activities are as follows: Year Ended December 31, 2025 2024 Supplemental Cash Flow Information: Non-cash consideration for paid-in-kind interest $ 14,820 $ 13,951 Non-cash issuance of shares for the Cheetah Acquisition 1,167 — Non-cash issuance of shares from Senior Secured Bridge Notes Amendment — 1,581 Assets classified as assets held for sale — 23,572 Liabilities classified as held for sale (2,347 ) Non-cash issuance of shares for legal settlements — 355 Non-cash issuance of Senior Secured Bridge Notes — 14,345 Non-cash extinguishment of Senior Secured Bridge Notes — (15,813 ) Note 18 - Subsequent Events Legal Proceedings Please refer to Note 14 for further discussion. Extension of INJ Senior Secured Bridge NotesOn February 16, 2026, the Company entered into amending agreements (the "2026 Bridge Notes Amendment") to the senior secured bridge notes (the “Senior Secured Bridge Notes”) originally issued by INJ on February 2, 2021, with the collateral agent and certain holders of the Senior Secured Bridge Notes in the aggregate initial principal amount of $11 million and having a maturity date of February 16, 2026. Pursuant to the 2026 Bridge Notes Amendment, the maturity date of the Bridge Notes has been extended from February 16, 2026, to June 24, 2027 in consideration of an amendment fee equal to two percent (2%) of the principal amount of such Senior Secured Bridge Notes as of the date of the 2026 Bridge Notes Amendment, payable on the amended maturity date. As of February 16, 2026, the aggregate principal amount outstanding on the Bridge Notes is approximately $8.4 million.Issuance of Common SharesOn January 6, 2026, the Company issued 113,424 common shares for vested RSUs to certain employees and directors. The Company withheld 910 common shares to satisfy employees' tax obligations of less than $0.1 million. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls Our Chief Executive Officer and our Chief Financial Officer have evaluated the effectiveness of our “disclosure controls and procedures” as of December 31, 2025, the end of the period covered by this Annual Report on Form 10-K. The term “disclosure controls and procedures” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files under the Exchange Act is accumulated and communicated to a company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Based on the evaluation of our disclosure controls and procedures as of December 31, 2025, our Chief Executive Officer and our Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were not effective due to material weaknesses, which could adversely affect our ability to record, process, summarize, and report financial data. Such weaknesses include: (1) We did not perform reviews of relevant Service Organization Control Reports for key third party service providers; (2) We did not perform an effective risk assessment or monitor internal controls over financial reporting.We have developed a plan to remediate the material weaknesses, which includes dedicating additional resources to assess and improve our ITGCs, and (ii) developing a roadmap to become SOX compliant by the required deadline. Management’s Annual Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rule 13a-15(f). Internal control over financial reporting is a process designed under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with GAAP. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. As of December 31, 2025, under the supervision and with the participation of our management, including Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework—2013. Based on this assessment, our management concluded that, as of December 31, 2025, our internal control over financial reporting was not effective due to material weaknesses in our internal control over financial reporting related to certain matters, including: (1) We did not perform reviews of relevant Service Organization Control Reports for key third party service providers; (2) We did not perform an effective risk assessment or monitor internal controls over financial reporting.In light of these material weaknesses, we performed additional analysis and other post-closing procedures to ensure the reliability of financial reporting and that our financial statements were prepared in accordance with GAAP. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.Our management with oversight from the Audit Committee of the Board of Directors have developed a plan to remediate these material weaknesses, which includes: (i) dedicate additional resources to assess and improve our ITGCs, and (iii) develop roadmap to become SOX compliant by the required deadline. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects. The material weaknesses will not be considered remediated, however, until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the exemption provided to issuers that are not “large accelerated filers” nor “accelerated filers” under the Dodd-Frank Wall Street Reform and Consumer Protection Act. Changes in Internal Control Over Financial Reporting There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(d) and 15d-15(d) under the Exchange Act) which occurred during the quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.ITEM 9B. OTHER INFORMATION Trading Arrangements During the quarterly period ended December 31, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.Additional Information None.ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. None. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The following table sets forth the name, age and positions of our executive officers and directors as of March 24, 2026. NAME AGE POSITION Richard Proud 45 Chief Executive Officer and Director Justin Vu 41 Chief Financial Officer Michelle Mathews-Spradlin 58 Chair of the Board Scott Cohen 56 Director Alexander Shoghi 43 Director Kenneth W. Gilbert 74 Director The business background and certain other information about our directors and executive officers is set forth below. Richard Proud. Mr. Proud was appointed to serve as the Company's Chief Executive and as a director of the Company's Board of Directors on July 17, 2023. Mr. Proud brings 20 years of leadership experience across cannabis, retail, wholesale, and international selling channels. Prior to joining iAnthus, Mr. Proud was most recently Executive Vice President of Revenue for Curaleaf - a vertically integrated multi-state cannabis operator and served in that role from June 2022 through July 2023. Mr. Proud also held the titles of Senior Vice President of Assortment Planning and Inventory Management and Vice President of Assortment Planning with Curaleaf between September 2020 through June 2022. Prior to joining Curaleaf, Mr. Proud was Head of Planning for Grassroots Cannabis from August 2019 to September 2020, which is when Grassroots Cannabis was acquired by Curaleaf. Prior to that, Mr. Proud held executive level positions for globally recognized consumer retail brands: Abercrombie & Fitch, Hollister, and Garage. Mr. Proud holds a Bachelor of Arts degree from The University of Georgia. The Company believes Mr. Proud is qualified to serve as a director of the Company because of his experience and background as an executive in cannabis and retail operations.Justin Vu. Mr. Vu was appointed to serve as the Company's Interim Chief Financial Officer on April 5, 2024, and the Company's permanent Chief Financial Officer on January 6, 2025. Mr. Vu joined the Company as its Senior Vice President of Finance and Strategy and was in that role since early 2023 until he was appointed the Company's Interim Chief Financial Officer. Prior to joining iAnthus, Mr. Vu worked as a financial consultant, including time with Irwin Naturals, a mass market nutraceutical brand, where he facilitated Irwin’s initial public offering and entrance into the psychedelic mental health care space. Prior to that, Mr. Vu worked within the media and entertainment industry, most recently serving as Director of Global Finance at Warner Bros. Mr. Vu holds a Master of Business Administration degree from UCLA’s Anderson School of Management and a bachelor’s degree in business economics from the University of California, Santa Barbara. He is a Certified Public Accountant in the state of California.Michelle Mathews-Spradlin. From 1993 until her retirement in 2011, Ms. Mathews-Spradlin worked at Microsoft Corporation (Nasdaq: MSFT) (“Microsoft”), where she served as Chief Marketing Officer and previously held several other key leadership positions. Prior to her employment with Microsoft, Ms. Mathews-Spradlin worked in the United Kingdom as a communications consultant for Microsoft from 1989 to 1993. She also held various roles at General Motors Co. from 1986 to 1989. As the CMO and SVP of Microsoft, Ms. Mathews-Spradlin oversaw the company’s global marketing function, including the household brands of Windows, Office, Xbox, Internet Explorer and Bing. Ms. Mathews-Spradlin led Microsoft’s consumer and business-to-business marketing to hundreds of millions of global customers. She was instrumental in driving the growth of Microsoft’s global business by building several of the world’s leading technology brands. As the most senior woman at Microsoft, she was also a strong advocate for female advancement and personally spearheaded the company’s network and mentoring program for female progression at the company. She retired from Microsoft in 2011, after 22 years. Ms. Mathews-Spradlin currently serves on the board of directors of The Wendy’s Company (Nasdaq: WEN) and in addition serves as a board member of several private companies, including Jacana Holdings Inc., The Bouqs Company and The Brand Tech Group (formerly known as You & Mr. Jones). She also previously served as a board member of Brandtech Group. She is also a digital advisory board member for Unilever PLC (NYSE: UL), a member of the board of trustees of the California Institute of Technology and a member of the executive board of the UCLA School of Theater, Film and Television. The Company believes Ms. Mathews-Spradlin is qualified to serve as a director of the Company because of her experience in senior leadership and C-suite positions. Scott Cohen. Mr. Cohen has over 25 years of professional investment experience, including public and private debt and equity securities. Mr. Cohen is currently a consultant to financially troubled companies and stakeholders, and an active investor in turnaround opportunities. Until 2017, Mr. Cohen was with Silver Rock Financial, a large family office, investing in debt and equity investments. Responsibilities included sourcing of both public and private debt, structuring debt securities and loans, and leading activist and restructuring transactions. Prior to Silver Rock Financial, Mr. Cohen was Managing Director and Portfolio Manager at Cerberus Capital Management (“Cerberus”). At Cerberus, Mr. Cohen’s responsibilities included analyzing, investing, and managing of a portfolio of primarily distressed assets. Most of these investments involved activist or control roles, from leading creditor committees to initiating negotiations with borrowers in restructurings. Mr. Cohen also worked closely with the private equity team at Cerberus on several large transactions, focusing on liability management within portfolio companies. Prior to joining Cerberus, Mr. Cohen worked in Merrill Lynch’s distressed debt trading group from 1992 to 1998, analyzing and investing in distressed corporate situations. From 1990 to 1992 he was an investment banker in Merrill’s High Yield Finance and Restructuring Group. Mr. Cohen is a 1990 graduate of Tufts University. The Company believes Mr. Cohen is qualified to serve as a director of the Company because of his experience and background in both private equity and capital markets. Alexander Shoghi. Mr. Shoghi is a Portfolio Manager at Oasis Management, a private investment management firm headquartered in Hong Kong. Mr. Shoghi joined Oasis in 2005, first based in Hong Kong, and subsequently relocating to the U.S. as the founder and manager of Oasis Capital in Austin, Texas in early 2012. From 2004 to 2005, Mr. Shoghi worked at Lehman Brothers in New York City. Mr. Shoghi holds a Bachelor of Science of Business Administration in Finance and International Business degree from Georgetown University. The Company believes Mr. Shoghi is qualified to serve as a director of the Company because of his experience and background in finance. Kenneth W. Gilbert. From October 2012 until his retirement in December 2017, Mr. Gilbert served as the Group Chief Marketing Officer of VOSS of Norway ASA (“VOSS”), a global manufacturer and marketer of premium bottled water. Prior to joining VOSS, Mr. Gilbert founded and served as the President of RazorFocus, a marketing consultant practice, from May 2005 to October 2012. Prior to that time, he served as President and Chief Operating Officer of UniWorld Group, Inc., a multicultural advertising agency in the U.S., from May 2003 to June 2004. From September 1995 to April 2001, Mr. Gilbert worked at Snapple Beverage Corporation (formerly Snapple Beverage Group, Inc.) (“Snapple”) as Senior Vice President and Chief Marketing Officer, where he led marketing efforts to revitalize the brand and assembled four company brands for successful disposition. Prior to his employment with Snapple, Mr. Gilbert served as Group Account Director at the Messner Vetere Berger Carey Schmetterer RSCG advertising agency from July 1991 to August 1995 and as Senior Vice President and Director of Client Services at UniWorld Group, Inc. from February 1989 to June 1991. Mr. Gilbert served on the board of directors of The Wendy’s Company (Nasdaq: WEN) from 2016 to December 2024. In his former roles as Chief Marketing Officer for VOSS and Snapple, Mr. Gilbert oversaw the company’s marketing function, administered multimillion-dollar budgets, directed internal marketing capabilities, and managed the company’s strategic worldwide brand development, expansion, and distribution. During those years he developed in-depth knowledge and expertise in strategic planning, innovative brand revitalization, risk management, advertising conceptualization and public relations, domestic and international operations, and human capital management. Mr. Gilbert also provides valuable and unique insights into consumer brand positioning strategies, new product development, digital and social media platforms and cultivation of brand recognition and value. The Company believes Mr. Gilbert is qualified to serve as a director of the Company because he possesses extensive experience in global brand management, marketing communications, advertising strategy and sustainability/ESG attributable to his overall professional background as a senior marketing executive in the consumer beverage industry. Family Relationships There are no family relationships among any of our executive officers or directors. Arrangements between Officers and Directors Except as set forth in this Annual Report on Form 10-K, to our knowledge, there is no arrangement or understanding between any of our officers or directors and any other person pursuant to which such officer or director was selected to serve as an officer or director of the Company. Involvement in Certain Legal Proceedings We are not aware of any of our directors or officers being involved in any legal proceedings in the past ten years relating to any matters in bankruptcy, insolvency, criminal proceedings (other than traffic and other minor offenses), or being subject to any of the items set forth under Item 401(f) of Regulation S-K. Audit Committee The main function of the audit committee is to oversee our accounting and financial reporting processes, internal systems of control, independent registered public accounting firm relationships and the audits of our financial statements. The committee’s responsibilities include, among other things: •overseeing the work of the external auditors in preparing or issuing the auditor’s report, including the resolution of disagreements between management and the external auditors regarding financial reporting and audit scope or procedures; •determining whether adequate controls are in place over annual and interim financial reporting as well as controls over our assets, transactions, information systems and the creation of obligations, commitments and liabilities; •reviewing our financial statements; •reviewing transactions with related persons; •reviewing all non-audit services which are proposed to be provided by the external auditors to us or any of our subsidiaries; •establishing procedures for complaints received by us regarding accounting matters; and •reviewing the policies and procedures in effect for considering officers’ expenses and perquisites. Pursuant to the terms of the IRA, the audit committee shall be comprised of one nominee designated by each of the First Investor, the Second Investor and the Third Investor. As of December 31, 2025, our audit committee consisted of Scott Cohen, Michelle Mathews-Spradlin and Alexander Shoghi, with Scott Cohen serving as the chair. Our Board of Directors has determined that Scott Cohen qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K. In addition, after reviewing the qualifications of the members of the audit committee and any relationships they may have with us that might affect their independence, the Board has determined that each of Scott Cohen, Michelle Mathews-Spradlin and Alexander Shoghi is independent.Our Board of Directors adopted a written charter for the audit committee, which is available on our website at www.ianthus.com/team/board-committees. Nominating and Corporate Governance Committee Our nominating and corporate governance committee is responsible for, among other things: •developing and recommending criteria for Board membership and recommending Board nominees including reviewing candidates recommended by our shareholders; •recommending committee nominees; •considering matters of corporate governance; •reviewing and advising regarding the functions of our senior officers; and •reviewing succession plans with respect to our officers. Pursuant to the IRA, the nominating and corporate governance committee shall be comprised of such directors as the Board may determine. As of December 31, 2025, our nominating and corporate governance committee consisted of Alexander Shoghi, Kenneth Gilbert, and Scott Cohen, with Alexander Shoghi serving as the chair. After reviewing the qualifications of the members of the nominating and corporate governance committee and any relationships they may have with us that might affect their independence, the Board has determined that Scott Cohen, Alexander Shoghi, and Kenneth Gilbert are independent. Our Board of Directors adopted a written charter for the nominating and corporate governance committee, which is available on our website at www.ianthus.com/team/board-committees. Compensation Committee Our compensation committee is responsible for assessing whether any of our compensation policies or programs has the potential to encourage excessive risk-taking. Furthermore, our compensation committee discharges the responsibilities of the Board in overseeing our compensation policies, plans and programs and to review and determine the compensation to be paid to our executive officers, directors and other senior management, as appropriate. Our compensation committee is responsible for, among other things: •reviewing and approving our compensation and benefit programs, policies and practices; •setting the compensation of our Chief Executive Officer and approving the compensation of the members of our executive leadership team; •establishing and reviewing annual and long-term performance goals and objectives of our Chief Executive Officer; •reviewing the goals approved by our Chief Executive Officer for the members of our executive leadership team and the performance thereof; •reviewing and making recommendations to the Board regarding director compensation; and •overseeing the administration of our cash-based and equity-based compensation plans. Pursuant to the IRA, the compensation committee of the Board shall be comprised of one nominee designated by the Second Investor together with such other directors as the Board may determine. As of December 31, 2025, our compensation committee consisted of Michelle Mathews-Spradlin as Chair, Alexander Shoghi and Kenneth Gilbert. Michelle Mathews-Spradlin, Alexander Shoghi, and Kenneth Gilbert are each a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act and an outside director, as defined pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended. Our Board of Directors adopted a written charter for the compensation committee, which is available on our website at www.ianthus.com/team/board- committees. Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. To our knowledge, based solely upon a review of Forms 3, 4, and 5 filed with the SEC during the fiscal year ended December 31, 2025, we believe that, except as set forth below, our directors, executive officers, and greater than 10% beneficial owners have complied with all applicable filing requirements during the fiscal year ended December 31, 2025:•Richard Proud, our Chief Executive Officer, failed to report one transaction on time on a Form 4.Code of Business Conduct and Ethics We have adopted a written code of business conduct and ethics that applies to our directors and officers. A copy of the code is filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2020. Disclosure regarding any amendments to, or waivers from, provisions of the code of business conduct and ethics that apply to our directors and officers will be included in a Current Report on Form 8-K, which we will file within four business days following the date of the amendment or waiver. Changes in Nominating Procedures None. Insider Trading Policy The Company has adopted a Disclosure, Confidentiality and Insider Trading Policy, which governs, among other matters, the process and timing of the disclosure by the Company of material information, including those Company officials authorized to disclose such information, as well the purchase, sale and other dispositions of the Company’s securities by the Company’s directors, executive officers, significant shareholders and other insiders who regularly receive material information concerning the Company. We believe our Disclosure, Confidentiality and Insider Trading Policy is reasonably designed to promote, among other things, compliance with insider trading laws, rules and regulations.ITEM 11. EXECUTIVE COMPENSATION Summary Compensation TableThe following table sets forth for the years ended December 31, 2025 and 2024, the compensation awarded to, paid to, or earned by, our principal executive officer and two other most highly compensated executive officers. We refer to these officers as our “named executive officers.” Name and Principal Position Year Salary Bonus (1) StockAwards (3) OptionAwards Nonqualifieddeferredcompensationearnings All othercompensation Total Richard Proud 2025 $ 475,000 $ — $ — $ — $ — 55,843 (2) $ 530,843 Chief Executive Officer 2024 $ 475,000 $ 532,000 $ — — — — $ 1,007,000 Justin Vu 2025 $ 300,000 $ — $ — — — — $ 300,000 Chief Financial Officer 2024 $ 169,600 $ 113,400 $ — — — — $ 283,000 Philippe Faraut 2025 $ — $ — $ — — — 4,437 (5) $ 4,437 Former Chief Financial Officer 2024 $ 82,065 — $ — — — 204,766 (4) $ 286,831 Robert Galvin 2025 $ — $ — $ — — — — $ — Former Interim Chief Executive Officer and Former Interim Chief Operating Officer 2024 $ — — $ 306,470 — — 356,901 (4) $ 663,371 (1)Represents payments of discretionary bonuses for performance during the applicable years, which are discretionary payments as determined by the Board, and as further described below Discretionary Bonus Payments.(2)Represents: (i) $42,973 in tax gross-up payments paid in fiscal year 2025 by the Company on behalf of Mr. Proud to satisfy withholding taxes arising from the sale of common shares in 2025 to cover applicable tax obligations relating to the vesting of RSUs during 2024; and (ii) $12,870 representing the difference between (a) the price at which the Company repurchased 9,910,592 common shares from Richard Proud in 2025 and (b) the fair market value of such shares on the date of repurchase. Such sale of common shares occurred in connection with the Company’s correction of an administrative error in 2024, in which an insufficient number of shares were withheld to satisfy tax withholding obligations upon the vesting of RSUs in 2024. In 2025, the Company discovered the error and repurchased the additional shares that should have been withheld at the time of vesting using the 2024 share price applicable at such time. The Company did not intend to provide, and Mr. Proud did not receive, any additional compensation beyond that was originally associated with the 2024 vesting of RSUs, and the repurchase was effected solely to place Mr. Proud in the position he would have been had the appropriate number of shares been withheld at the time of vesting.(3)Represents the aggregate grant date fair value of RSUs granted for the fiscal year ended December 31, 2025 and December 31, 2024 as determined in accordance with ASC Topic 718, rather than the amount paid to or realized by Robert Galvin, Philippe Faraut, Richard Proud or Justin Vu. (4)For 2024, all other compensation for each Robert Galvin and Philippe Faraut includes the following in connection with payments received under the October Separation Agreement (as defined herein) and the Faraut Separation Agreement (as defined herein), and in each case, for the fiscal year ended December 31, 2024: Name SeparationPayment Bonus COBRAPremiums Paid Time Off Total of All OtherCompensation Philippe Faraut $ 175,000 — $ 7,266 $ 22,500 $ 204,766 Robert Galvin $ 350,000 — $ 6,901 $ — $ 356,901 (5) For 2025, all other compensation for Philippe Faraut includes the following in connection with payment received under the Faraut Separation Agreement for the fiscal year ended December 31, 2025: Name SeparationPayment Bonus COBRAPremiums Paid Time Off Total of All OtherCompensation Philippe Faraut $ — — $ 4,437 $ — $ 4,437 Outstanding Equity Awards as of December 31, 2025 The following table provides information regarding option awards held by each of our named executive officers that were outstanding as of December 31, 2025. Option Awards Stock Awards Name Number ofSecuritiesUnderlyingUnexercisedOptions (#)Exercisable Number ofSecuritiesUnderlyingUnexercisedOptions (#)Unexercisable EquityIncentivePlan Awards:Number ofSecuritiesUnderlyingUnexercisedUnearnedOptions (3) OptionExercisePrice ($) OptionExpirationDate Number ofshares orunits ofstock thathave notvested (#) Marketvalueof shares ofunits ofstock thathave notvested ($)(5) Equityincentiveplan awards:Number ofunearnedshares, unitsor otherrights thathave notvested (#) Equityincentiveplan awards:Market orpayout value ofunearnedshares, units orother rightsthat have notvested ($) Richard ProudChief Executive Officer — — — — — 132,141,243 (1) $ 660,706 — — Justin VuChief Financial Officer 8,633,094 (2) $ 43,165 Philippe Faraut, Former Chief Financial Officer — — — — — — $ — — — Robert Galvin, Former Interim Chief Executive Officer and Former Interim Chief Operating Officer 3,938,678 (3) — — US $ 0.051 47,674 — $ — — — Julius Kalcevich, Former Chief Financial Officer 3,938,678 (4) — — US $ 0.051 47,674 — — — — (1)RSUs granted to Richard Proud on August 31, 2023, which will vest in equal annual installments on August 31, 2025 and August 31, 2026. (2)RSUs granted to Justin Vu on June 27, 2023, which will vest in equal annual installments on June 27, 2025 and June 27, 2026.(3)Replacement stock options granted to Robert Galvin on September 21, 2022, which vested in equal installments on July 10, 2021, July 10, 2022, and July 10, 2023(4)Replacement stock options granted to Julius Kalcevich on September 21, 2022, which fully vested in 2022. (5)Market value determined using the closing stock price of $0.005 per share on the last trading day the fiscal year on December 31, 2024.Richard Proud Employment AgreementWe entered into an employment agreement with Richard Proud (the "Proud Employment Agreement") effective as of July 17, 2023, pursuant to which Mr. Proud currently serves as the Chief Executive Officer of the Company. Pursuant to the Proud Employment Agreement, Mr. Proud receives an annual base salary of $475,000. In addition, Mr. Proud is eligible to receive an annual bonus, with the target annual bonus being 100% of Mr. Proud's annual base salary. Mr. Proud's target annual bonus has a minimum of 0% and a maximum of 200%, based upon individual and/or corporate performance criteria established annually by the Board and Mr. Proud; provided, however, 50% of Mr. Proud's target annual bonus is guaranteed for Mr. Proud's first two years of employment. To be eligible to receive the target annual bonus, Mr. Proud must be employed on the bonus payment date. Pursuant to the Proud Employment Agreement, Mr. Proud also received a grant of RSUs with respect to the common shares of the Company equal to 3% of the common shares of the Company outstanding as of the date of the RSU grant. The grant of the RSUs to Mr. Proud are subject to the terms and conditions of the Company's Omnibus Incentive Plan and related equity award agreement. he RSUs will vest in three equal annual installments on the first three anniversaries of the date of grant of such RSUs, contingent on Mr. Proud remaining employed through each vesting date. The RSUs will immediately fully vest upon the consummation of a Change of Control (as defined in the Proud Employment Agreement). Mr. Proud also received a one-time signing bonus equal to $100,000, which was payable within ten (10) days of the effective date of the Proud Employment Agreement. In addition, Mr. Proud will be entitled to receive personal time off benefits under Company’s policies and any other employee benefits pursuant to any benefit plans maintained by the Company in a manner consistent with other similarly situated employees of the Company. He will also be entitled to reimbursement of reasonable and necessary business-related expenses.In the event of a Change of Control of the Company, either while Mr. Proud is employed or during the first 12 months after the Company terminates Mr. Proud's employment without Cause (as defined in the Proud Employment Agreement), or Mr. Proud resigns for Good Reason (as defined in the Proud Employment Agreement), then he shall be entitled to receive the following upon the consummation of the Change of Control: (i) a lump-sum cash payment equal to the sum of (A) 150% of Mr. Proud's then-current base salary and (B) the amount of any target annual bonus paid to Mr. Proud in the 12 months preceding the Change of Control of the Company; (ii) the acceleration of vesting of his RSU grant; (iii) a fully vested grants of RSUs with an aggregate fair market value equal to $475,000, based on the closing public market price per share on the grant date of the Change of Control RSU award, or, in the event that no public market price exists on such date, then as determined by an independent third party accounting or valuation firm acceptable to both the Company and Mr. Proud; and (iv) if Mr. Proud elects continuation coverage pursuant to COBRA under the Company’s group health plan, the Company shall pay Mr. Proud's COBRA premiums for such coverage until the earlier of (A) 18 months following the date of Mr. Proud's termination of employment, or (B) the date upon which Mr. Proud accepts new employment that offers him medical benefits. In the event that the Company terminates Mr. Proud's employment for any reason other than Cause, death or disability, or if Mr. Proud resigns for Good Reason, then he shall be entitled to receive the following: (i) a lump-sum cash payment equal to 100% of Mr. Proud's then-current base salary (provided, that if such termination of employment is less than 180 days after a Change of Control of the Company, then this paragraph shall not apply); (ii) to the extent unvested, Mr. Proud's RSU grant shall be accelerated and become fully vested on the date of termination; and (iii) if Mr. Proud elects continuation coverage pursuant to COBRA under the Company’s group health plan, the Company shall pay Mr. Proud's COBRA premiums for such coverage until the earlier of (A) 12 months following the date of Mr. Proud's termination of employment, or (B) the date upon which Mr. Proud accepts new employment that offers him medical benefits. The foregoing severance benefits are subject to, among other things, Mr. Proud's execution and delivery of a general release of all claims in favor of the Companies and their affiliates and subsidiaries.Justin Vu Employment Agreement On January 6, 2025, we entered into an employment agreement with Justin Vu (the “Vu Employment Agreement”), pursuant to which Mr. Vu currently serves as the Chief Financial Officer of the Company. Pursuant to the Vu Employment Agreement, Mr. Vu receives an annual base salary of $300,000. In addition, Mr. Vu is eligible to receive an annual bonus, with the target annual bonus being 50% of Mr. Vu's annual base salary. Mr. Vu's target annual bonus has a minimum of 0% and a maximum of 200%, based upon individual and/or corporate performance criteria established annually by the Board. To be eligible to receive the target annual bonus, Mr. Vu must be employed on the bonus payment date. Mr. Vu also received a grant of RSUs with respect to the common shares of the Company on June 27, 2023, equal to $180,000. The grant of the RSUs to Mr. Vu are subject to the terms and conditions of the Company's Omnibus Incentive Plan and related equity award agreement. The RSUs will vest in three equal annual installments on the first three anniversaries of the date of grant of such RSUs, contingent on Mr. Vu remaining employed through each vesting date. The RSUs will immediately fully vest upon the consummation of a Change of Control (as defined in the Vu Employment Agreement). In addition, Mr. Vu will be entitled to receive personal time off benefits under Company’s policies and any other employee benefits pursuant to any benefit plans maintained by the Company in a manner consistent with other similarly situated employees of the Company. He will also be entitled to reimbursement of reasonable and necessary business-related expenses.In the event of a Change of Control of the Company, either while Mr. Vu is employed or during the first 12 months after the Company terminates Mr. Vu's employment without Cause (as defined in the Vu Employment Agreement), or Mr. Vu resigns for Good Reason (as defined in the Vu Employment Agreement), then he shall be entitled to receive the following upon the consummation of the Change of Control: (i) a lump-sum cash payment equal to the sum of (A) Mr. Vu's then current base-salary for twelve (12) months and (B) the amount of any annual incentive bonus paid to Mr. Vu in the twelve (12) months preceding the consummation of a Change of Control of the Company and (ii) a fully vested grant of RSUs with an aggregate fair market value equal to $180,000, based on the closing public market price per share on the 30th day after the date of the Change of Control of the Company. In the event that the Company terminates Mr. Vu's employment due to his death or disability, all unvested and outstanding RSUs held by Mr. Vu shall be accelerated and become fully vested on the date of such termination. In the event that the Company terminates Mr. Vu's employment for any reason other than Cause, death or disability, or if Mr. Vu resigns for Good Reason, then he shall be entitled to receive the following: (i) to the extent unvested, all RSUs held by Mr. Vu shall be accelerated and become fully vested on the date of termination; (ii) payment, over a 12 month period, of continuing compensation equal to 6 months of his then base salary (provided that if such termination of employment is less than 180 days after a Change of Control of the Company, then Mr. Vu shall not be entitled to any such payment); and (iv) if Mr. Vu elects continuation coverage pursuant to COBRA under the Company’s group health plan, the Company shall pay Mr. Vu's COBRA premiums for such coverage until the earlier of (A) 12 months following the date of Mr. Vu's termination of employment, or (B) the date upon which Mr. Vu accepts new employment that offers him medical benefits. The foregoing severance benefits are subject to, among other things, Mr. Vu's execution and delivery of a general release of all claims in favor of the Companies and their affiliates and subsidiaries. Separation and Release Agreement - Payments Upon Termination Effective as of the October Resignation Date, Robert Galvin, the Company's then-Interim Chief Operating Officer, resigned from his executive positions, including all positions with the Company's subsidiaries and affiliates. In connection with the resignation, Mr. Galvin and the Company executed the October Separation Agreement, pursuant to which, Mr. Galvin will receive certain compensation and benefits valued to substantially equal the value of entitlements he would have received under Section 4(f) of his employment agreement. Specifically, Mr. Galvin will receive: (i) total cash compensation in the amount of approximately $350,000, which is payable in a lump sum on January 5, 2024; (ii) a grant of RSUs with an aggregate fair market value of $350,000, which shall fully vest on January 4, 2024. Under the terms of the October Separation Agreement, the Company will continue to pay the monthly premium for Mr. Galvin's continued participation in the Company’s health and dental insurance benefits pursuant to COBRA for one year from the October Resignation Date. Mr. Galvin served in a consulting role for three months following the October Resignation Date at a base compensation rate of $25,000 per month.Effective as of the Faraut Resignation Date, Philippe Faraut, the Company's then-Chief Financial Officer, resigned from his executive positions, including all positions with the Company's subsidiaries and affiliates. In connection with the resignation, Mr. Faraut and the Company executed the Faraut Separation Agreement, pursuant to which, Mr. Faraut received certain compensation and benefits valued to substantially equal the value of entitlements he would have received under Section 4(g) of his employment agreement. Specifically, Mr. Faraut received total cash compensation in the amount of approximately $0.2 million, which was payable in equal installments of approximately $25,000 per month over a period of 7 months following the Effective Date (as defined in the Faraut Separation Agreement). Under the terms of the Faraut Separation Agreement, the Company will continue to pay the monthly premium for Mr. Faraut's continued participation in the Company's health and dental insurance benefits pursuant to COBRA for one year from the Faraut Resignation Date. Mr. Faraut served in a consulting role for one month following the Faraut Resignation Date at a base compensation rate of $25,000 per month. Pursuant to the Faraut Separation Agreement, the RSUs granted to Mr. Faraut on November 23, 2022 and May 17, 2023 accelerated and fully vested upon satisfactory completion of Mr. Faraut's consulting services. Further, the RSUs granted to Mr. Faraut on September 1, 2023 and November 15, 2023 were forfeited as of the Faraut Resignation Date. No amounts are owed as of December 31, 2025 and 2024.Equity Grant Practices We adopted the Company’s Omnibus Incentive Plan dated October 15, 2018, which was approved by our shareholders at our annual general and special meeting held on November 26, 2018. Pursuant to the Omnibus Incentive Plan, we can grant stock options, stock appreciation rights, restricted stock, restricted stock units, deferred stock units, annual or long-term performance awards or other stock-based awards. On February 1 of each calendar year during the term of an executive employment agreement or the first day thereafter that we are permitted to make option grants to our executives, such executives receive grants of both time vested options and performance options. These equity grants may be granted as either stock options or restricted stock units. On December 31, 2021 and June 23, 2022, our Board of Directors approved the terms of a Long-Term Incentive Program recommended by our compensation committee and, pursuant to which, on July 26, 2022, we issued certain of our employees (including executive officers) an aggregate of 320,165,409 RSUs under our Omnibus Incentive Plan in order to attract and retain such employees. All of our existing warrants and options were cancelled, and our common shares may be consolidated pursuant to a consolidation ratio which has yet to be determined. Discretionary Bonus Payments Pursuant to the terms of the executive employment agreements described above, the Company, through the Board, has the discretion to determine the amounts of the annual incentive bonus payments which executives may receive. The Board has not yet determined an amount, if any, of Mr. Proud's or Mr. Vu's 2025 annual bonus.Regular Benefits To the extent eligible under the applicable plans and programs, an executive and an executive’s family are entitled to participate in the Company’s medical, dental, and vision plans. Director Compensation The following table presents the total compensation for each person who served as a non-employee member of our Board of Directors and received compensation for such service during the fiscal year ended December 31, 2025. Mr. Proud, who is an employee director, is not entitled to receive any additional compensation for his service as a member of our Board of Directors. We did not pay any compensation, make any equity awards or non-equity awards to, or pay any other compensation to any of the non-employee members of our Board of Directors in 2025. Name Fees earned orpaid in cash (s) Stock Awards (1) Total ($) Michelle Mathews-Spradlin $ 140,000 (2) $ 165,000 (3) $ 305,000 Kenneth Gilbert $ 50,000 (4) $ 165,000 (5) $ 215,000 Scott Cohen $ 70,000 (6) $ 165,000 (7) $ 235,000 Alexander Shoghi — $ 227,500 (8) $ 227,500 (1)Amounts reported represent the aggregate grant date fair value for option awards granted in each respective year in accordance with ASC Topic 718, excluding the effect of forfeitures. See Note 10 “Share Capital” in the Notes to the Company’s Consolidated Financial Statements for the fiscal year ended 2025 included in this Form 10-K for the year ended 2025 for more information regarding the Company’s accounting for share-based compensation plans. The amounts shown in the Director Compensation Table above do not represent the actual value realized by each Director. RSUs Outstanding As of December 31, 2024 Michelle Mathews-Spradlin $ 39,875,000 Kenneth Gilbert $ 44,090,687 Scott Cohen $ 39,875,000 Alexander Shoghi $ 54,979,167 (2)Represents annual cash retainers totaling $140,000 ($50,000 annual retainer, $75,000 annual retainer as Chair of the Board and $15,000 retainer as Chair of the Compensation Committee). (3)On December 1, 2025, Michelle Mathews-Spradlin was issued 33,673,469 RSUs, valued at $165,000 based on the Company’s closing stock price on November 30, 2025, the date immediately preceding the grant, all of which vest on December 1, 2026.(4)Represents annual cash retainer equal to $50,000.(5)On December 1, 2025, Kenneth Gilbert was issued 33,673,469 RSUs, valued at $165,000 based on the Company’s closing stock price on November 30, 2025, the date immediately preceding the grant, all of which vest on December 1, 2026.(6)Represents annual cash retainers totaling $70,000 ($50,000 annual retainer and $20,000 annual retainer as Chair of the Audit Committee)(7)On December 1, 2025, Scott Cohen was issued 33,673,469 RSUs, valued at $165,000 based on the Company’s closing stock price on November 30, 2025, the date immediately preceding the grant, all of which vest on December 1, 2026.(8)On December 1, 2025, Alexander Shoghi was issued 46,428,571 RSUs, valued at $227,500 based on the Company’s closing stock price on November 30, 2025, the date immediately preceding the grant, all of which vest on December 1, 2026. Mr. Shoghi elected to receive RSUs equal to, and in lieu of, the cash Board fees he otherwise would have been entitled, and accordingly, of the $227,500 in RSUs issued to Mr. Shoghi, $62,500 (or 12,500,000 RSUs) is attributable to Mr. Shoghi’s annual Board retainers ($50,000 annual retainer and $12,500 annual retainer as Chair of the Nominating and Corporate Governance Committee). Non-Employee Director Compensation Program Our current director compensation program is designed to align our director compensation program with the long-term interests of our stockholders by implementing a program comprised of cash and equity compensation. In setting director compensation, we consider the amount of time that directors expend in fulfilling their duties to the Company as well as the skill level and experience required by our Board. We also consider board compensation practices at similarly situated companies, while keeping in mind the compensation philosophy of us and the stockholders’ interests. The directors also receive reimbursement for expenses, including reasonable travel expenses to attend board and committee meetings, reasonable outside seminar expenses, and other special board-related expenses. Non-Employee Directors of Investors Pursuant to the terms of the IRA, each director that is not an employee of any of the Investors (each, a “Non-Investor Director”) is entitled to director compensation. Each Non-Investor Director is paid: (i) a one-time equity grant of $100,000, payable in the form of RSUs, which vest immediately; (ii) an annual cash retainer (the “Annual Retainer”) of $50,000, to be satisfied in the form of RSUs in lieu of cash for the first year of each Non-Investor Director’s service on the Board; and (iii) an annual equity grant of $165,000 payable in the form of RSUs. A Non-Investor Director acting as the chair of the audit committee of the Board is paid an annual cash retainer (the “Audit Chair Retainer”) of $20,000, satisfied in the form of RSUs in lieu of cash for the first year of the Non-Investor Director’s service as chair of the audit committee. A Non-Investor Director acting as the chair of the compensation committee of the Board is paid an annual cash retainer (the “Compensation Chair Retainer”) of $15,000, satisfied in the form of RSUs in lieu of cash for the first year of the Non-Investor Director’s service as chair of the compensation committee. A Non-Investor Director acting as the chair of the nominating and corporate governance committee of the Board is paid an annual cash retainer (the “Governance Chair Retainer”) of $12,500, satisfied in the form of RSUs in lieu of cash for the first year of the Non-Investor Director’s service as chair of the nominating and corporate governance committee. A Non-Investor Director acting as chair of the Board is paid an annual cash leadership retainer (the “Leadership Retainer”) of $75,000, satisfied in the form of RSUs in lieu of cash for the first year of the Non-Investor Director’s year of service as chair of the Board. Pursuant to the terms of the IRA, each director that is an employee of any of the Investors (each, an “Investor Director”) is not entitled to receive any director compensation. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth certain information regarding beneficial ownership of shares of our common shares as of March 19, 2026 by (i) each person known to beneficially own more than 5% of our outstanding common shares, (ii) each of our directors, (iii) each of our named executive officers and (iv) all of our directors and named executive officers as a group. Except as indicated in footnotes to this table, we believe that the shareholders named in this table have sole voting and investment power with respect to all shares of common stock shown to be beneficially owned by them, based on information provided to us by such shareholders, subject to community property laws, where applicable. Beneficial Owner(1) Shares of CommonStock Beneficially Owned Percentage (2) Directors and Named Executive Officers: Richard Proud 72,875,894 (3) * Justin Vu 4,973,563 (4) * Michelle Mathews-Spradlin 47,816,178 (5) * Scott Cohen 46,443,629 (6) * Kenneth Gilbert 1,960,785 (7) * Alexander Shoghi 64,424,885 (8) * All Executive Officers and Directors as a Group (6 persons) 238,494,934 * 5% or Greater Shareholders: Parallax Master Fund, LP(9) 369,665,259 5.30 % Jason Adler(10) 2,598,704,326 (11) 37.27 % Senvest Management, LLC(12) 1,074,406,901 (13) 15.41 % Oasis Investments II Master Fund Ltd.(14) 1,279,055,833 18.34 % * Represents beneficial ownership of less than 1%. (1)Unless otherwise indicated, the address of each person is c/o iAnthus Capital Holdings, Inc., 214 King Street West, Suite 400, Toronto, Ontario M5H 3S6. (2)The calculation in this column is based upon 6,972,551,786 common shares outstanding on March 19, 2026. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to the subject securities. Common shares that may be acquired by an individual or group within 60 days of March 21, 2026, pursuant to the exercise of options or warrants, vesting of common shares or conversion of convertible debt, are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table. (3)Represents 72,875,894 common shares. Excludes 66,070,622 common shares underlying unvested restricted stock units. (4)Represents 4,973,563 common shares. Excludes 4,316,547 common shares underlying unvested restricted stock units. (5)Represents 47,816,178 common shares. Excludes 33,673,469 common shares underlying unvested restricted stock units. (6)Represents 46,443,629 common shares. Excludes 33,673,469 common shares underlying unvested restricted stock units. (7)Represents 1,960,785 common shares. Excludes 77,764,156 common shares underlying unvested restricted stock units. (8)Represents 64,424,885 common shares. Excludes 46,428,571 common shares underlying unvested restricted stock units. (9)William Bartlett is the Managing Member of Parallax Master Fund, LP and in such capacity has the right to vote and dispose of the securities held by such entity. The address of Parallax Master Fund, LP is 88 Kearny Street, 20th Floor, San Francisco, CA 94108. (10)Jason Adler is the Managing Member of Gotham Green Credit Partners GP I, LLC, Gotham Green GP 1, LLC, Gotham Green GP II, LLC and Gotham Green Partners SPV V GP, LLC. Gotham Green Credit Partners GP I, LLC is the General Partner of Gotham Green Credit Partners SPV 1, LP. Gotham Green GP 1, LLC is the General Partner of Gotham Green Fund 1, LP and Gotham Green Fund 1 (Q), LP. Gotham Green GP II, LLC is the General Partner of Gotham Green Fund II (Q), LP and Gotham Green Fund II, LP. Gotham Green Partners SPV V GP, LLC is the General Partner of Gotham Green Partners SPV V, LP. (11)Represents (i) 125,585,311 common shares held by Gotham Green Fund 1, L.P.; (ii) 502,419,744 common shares held by Gotham Green Fund 1(Q), L.P.; (iii) 61,824,757 common shares held by Gotham Green Fund II, L.P.; (iv) 359,610,209 common shares held by Gotham Green Fund II (Q), L.P.; (v) 934,167,928 common shares held by Gotham Green Credit Partners SPV 1, L.P.; and (vi) 615,096,377 common shares held by Gotham Green Partners SPV V, L.P. (12)Senvest Management, LLC serves as the investment manager to Senvest Master Fund, LP and Senvest Global (KY), LP (collectively, the “Investment Vehicles”), with respect to the common shares held by the Investment Vehicles. Richard Mashaal serves as the Managing Member of Senvest Management, LLC, with respect to the common shares held by the Investment Vehicles. Senvest Management, LLC may be deemed to beneficially own the securities held by the Investment Vehicles by virtue of Senvest Management LLC’s position as Investment Manager of each of the Investment Vehicles. Mr. Mashaal may be deemed to beneficially own the securities held by the Investment Vehicles by virtue of Mr. Mashaal’s status as the Managing Member of Senvest Management, LLC. (13)Represents: (i) 946,501,317 common shares held by Senvest Master Fund, LP; and (ii) 127,905,584 common shares held by Senvest Global (KY), LP. (14)Seth Fisher is responsible for the supervision and conduct of all investment activities of Oasis Management Company Ltd. (the “Investment Manager”), including all investment decisions with respect to the assets of Oasis Investments II Master Fund Ltd., with respect to the common shares held by Oasis Investments II Master Fund Ltd. The address of the business office of Mr. Fischer is c/o Oasis Management (Hong Kong), 25/F, LHT Tower, 31 Queen’s Road Central, Central, Hong Kong. The address of the business office of each of Oasis Management and the Oasis II Fund is Ugland House, PO Box 309 Grand Cayman, KY1-1104, Cayman Islands. Securities Authorized for Issuance Under Equity Compensation Plans The following table summarizes information about our equity compensation plans as of December 31, 2025. Plan Category Number ofsecurities to beissued uponexercise ofoutstandingoptions, warrantsand rights (a) Weighted averageexercise price ofoutstanding options,warrants and rights Number of securitiesremaining availablefor future issuanceunder equitycompensation plans(excluding securitiesreflected incolumn (a)) Equity compensation plans approved by security holder 274,801,658 $ 0.05 1,119,708,699 Equity compensation plans not approved by security holder — — — Total 274,801,658 1,119,708,699 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The following includes a summary of transactions during our fiscal years ended December 31, 2025 and December 31, 2024 to which we have been a party, including transactions in which the amount involved in the transaction exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other arrangements, which are described elsewhere in this Annual Report on Form 10-K. We are not otherwise a party to a current related party transaction and no transaction is currently proposed, in which the amount of the transaction exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years and in which a related person had or will have a direct or indirect material interest. Gotham Green Partners, LLC (“GGP”) invested $14.7 million through the Interim Financing during the year ended December 31, 2020 and during the year ended December 31, 2021, GGP, Senvest Master Fund, LP, Oasis Investments II Master Fund LTD and Hadron Healthcare and Consumer Special Opportunities Master Fund invested an aggregate of $5.5 million, $2.1 million, $2.5 million and $0.1 million, respectively, through the Senior Secured Bridge Notes. On the Closing Date, we closed the Recapitalization Transaction pursuant to which the outstanding principal amount of the Secured Notes (including the Interim Financing) together with interest accrued and fees thereon were forgiven in part and exchanged for (A) the Secured Lender Shares, (B) June Secured Debentures and (C) June Unsecured Debentures and the outstanding principal amount of the Unsecured Debentures together with interest accrued and fees thereon were forgiven in part and exchanged for (A) the Unsecured Lender Shares and (B) June Unsecured Debentures. As a result of closing the Recapitalization Transaction, GGP and Parallax Master Fund, LP, were issued the June Secured Debentures in the principal amount of $84.4 million and $12.1 million, respectively, and 2,568,047,188 and 369,665,259 common shares, respectively. In addition, we issued June Unsecured Debentures as follows: $4.2 million to GGP, $0.6 million to Parallax Master Fund, LP, $1.3 million to Hi-Med, $5.3 million to Senvest Master Fund, LP, $6.3 million to Oasis Investments II Master Fund LTD and $2.3 million to Hadron Healthcare and Consumer Special Opportunities Master Fund, respectively. We also issued GGP, Parallax Master Fund, LP, Senvest Master Fund, LP, Oasis Investments II Master Fund LTD and Hadron Healthcare and Consumer Special Opportunities Master Fund 2,568,047,188, 369,665,259, 936,189,371, 1,265,120,771 and 455,443,478 common shares, respectively. Further during the year ended December 31, 2022, GGP, Senvest Master Fund, LP, Oasis Investments II Master Fund LTD and Hadron Healthcare and Consumer Special Opportunities Master Fund invested aggregate of $12.5 million, $4.8 million, $5.7 million and $2.0 million, respectively, which were evidenced through the issuance of Additional Secured Debentures. As of December 31, 2025, the outstanding principal balance of the June Secured Debentures and Additional Secured Debentures were $132.3 million and $33.2 million, respectively (December 31, 2024 — $122.1 million and $30.6 million, respectively). The outstanding principal balance of the June Unsecured Debentures as of December 31, 2025 was $26.5 million (December 31, 2024 — $24.4 million). As of December 31, 2025, the outstanding principal balance on the Senior Secured Bridge Notes was $8.5 million (December 31, 2024 —$16.0 million). Pursuant to the terms of the Secured DPA, the Company has a related party payable of $6.3 million due to certain of the New Secured Lenders, including GGP, Oasis Investment Master II Fund LTD., Senvest Global (KY), LP, Senvest Master Fund, LP and Hadron Healthcare and Consumer Special Opportunities Master Fund for certain out-of-pocket costs, charges, fees, taxes and other expenses incurred by the New Secured Lenders in connection with the closing of the Recapitalization Transaction (the “Deferred Professional Fees”). The Company had until December 31, 2022 to pay the Deferred Professional Fees ratably based on the amount of each New Secured Lender’s Deferred Professional Fees. The Deferred Professional Fees accrued simple interest at the rate of 12.0% from the Closing Date until December 31, 2022. Beginning with the first business day of the month following December 31, 2022, interest began accruing on the Deferred Professional Fees at the rate of 20% calculated on a daily basis and is payable on the first business day of every month until the Deferred Professional Fees and accrued interest thereon is paid in full. As of December 31, 2025, the outstanding related party portion of the Deferred Professional Fees including accrued interest was $2.2 million (December 31, 2024 – $9.2 million). Independence of the Board of Directors Our Board of Directors is comprised of Scott Cohen, Michelle Mathews-Spradlin, Kenneth Gilbert, Alexander Shoghi, and Richard Proud. We have determined that each of Scott Cohen, Michelle Mathews-Spradlin, Kenneth Gilbert is deemed to be independent within the meaning of the CSE Guide and applicable Canadian regulations. In addition, although our common shares are not listed on any U.S. national securities exchange, for purposes of independence we use the definition of independence applied by The Nasdaq Stock Market to determine which directors are “independent” in accordance with such definition and have determined that each of Scott Cohen, Michelle Mathews-Spradlin, Kenneth Gilbert are independent under the definition of independence applied by The Nasdaq Stock Market. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICESThe following table sets forth the aggregate fees billed by as described below: 2025 2024 Audit Fees $ 985,569 $ 1,068,955 Audit Related Fees — — Tax Fees — — All Other Fees — — Total $ 985,569 $ 1,068,955 Audit Fees: Audit fees consist of fees for audit services on an accrued basis. Audit-Related Fees: Audit-related fees are fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit of the financial statements. Tax Fees: Tax fees are fees for professional services rendered for tax compliance, tax advice and tax planning. All Other Fees: All other fees are fees billed by the auditor for products and services not included in the foregoing categories. Pre-Approval Policies and Procedures In accordance with the Sarbanes-Oxley Act, our audit committee charter requires the audit committee to pre-approve all audit and permitted non-audit services provided by our independent registered public accounting firm, including the review and approval in advance of our independent registered public accounting firm’s annual engagement letter and the proposed fees contained therein. The audit committee has the ability to delegate the authority to pre-approve non-audit services to one or more designated members of the audit committee. If such authority is delegated, such delegated members of the audit committee must report to the full audit committee at the next audit committee meeting all items pre-approved by such delegated members. In the fiscal years ended December 31, 2025 and 2024 all of the services performed by our independent registered public accounting firm were pre-approved by the audit committee. PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a) The following documents are filed as part of this report: (1)Financial Statements: Page Index to Consolidated Financial Statements: 64 Consolidated Financial Statements: Report of the Independent Registered Public Accounting Firm 65 Consolidated Balance Sheets as of December 31, 2025 and 2024 66 Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024 67 Consolidated Statements of Shareholders’ Equity for the Years ended December 31, 2025 and 2024 68 Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 69 Notes to the Consolidated Financial Statements for the Years Ended December 31, 2025 and 2024 70 The consolidated financial statements required by this Item are included beginning at page 65. (1)Financial Statement Schedules: All financial statement schedules have been omitted because they are not applicable, not required or the information required is shown in the consolidated financial statements or the notes thereto. (b) Exhibits The following documents are included as exhibits to this report. Exhibit No. Title of Document 3.1 Articles of iAnthus Capital Holdings, Inc. (Incorporated by reference to Exhibit 3.1 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 4.1* Description of the Registrant’s Securities 10.1+ Amended and Restated Omnibus Incentive Plan Dated October 15, 2018 (Incorporated by reference to Exhibit 10.1 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.2+ Second Amended and Restated Secured Debenture Purchase Agreement dated July 10, 2020 by and among iAnthus Capital Holdings, Inc., iAnthus Capital Management, LLC, the lenders a party thereto, the credit parties a party thereto and Gotham Green Admin 1, LLC, as collateral agent (Incorporated by reference to Exhibit 10.2 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.3+ Employment Agreement between the Company and Richard C. Proud (Incorporated by reference to Exhibit 10.1 to iAnthus’ Quarterly Report on Form 10-Q filed with the SEC on August 14, 2023) 10.4 Form of Warrant for March and May 2019 Private Placements (Incorporated by reference to Exhibit 10.8 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.5 Form of Warrant for May 2018 and September and December 2019 Private Placements (Incorporated by reference to Exhibit 10.9 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.6 Form of Warrant for MPX Private Placement dated January 19, 2017 (Incorporated by reference to Exhibit 10.10 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.7 Form of Warrant for MPX October 2017 and January 2020 Private Placements (Incorporated by reference to Exhibit 10.11 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.8 Form of Warrant for MPX Private Placement dated March 2, 2018 (Incorporated by reference to Exhibit 10.12 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.9 Form of Warrant for MPX Private Placement dated December 20, 2018 (Incorporated by reference to Exhibit 10.13 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.10 Form of Warrant for MPX June 2018 and January 2019 Private Placements (Incorporated by reference to Exhibit 10.14 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.11 Form of Warrant for MPX Private Placement dated January 4, 2019 (Incorporated by reference to Exhibit 10.15 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.12 Form of Warrant for MPX Private Placement dated January 17, 2018 (Incorporated by reference to Exhibit 10.16 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.13# Third Amended and Restated Secured Debenture Purchase Agreement dated June 24, 2022 by and among the Company, iAnthus Capital Management, LLC, the other Credit Parties party thereto, Gotham Green Admin 1, LLC, as Collateral Agent, and the lenders party thereto (Incorporated by reference to Exhibit 10.1 to iAnthus’ Current Report on Form 8-K filed with the SEC on June 30, 2022) 10.14# Unsecured Debenture Agreement dated June 24, 2022 by and among the Company, as guarantor, iAnthus Capital Management, LLC and the holders of all of the Company’s 8% unsecured debentures (Incorporated by reference to Exhibit 10.2 to iAnthus’ Current Report on Form 8-K filed with the SEC on June 30, 2022) 10.15 Form of 8.0% Senior Secured Debenture (Incorporated by reference to Exhibit 10.3 to iAnthus’ Current Report on Form 8-K filed with the SEC on June 30, 2022) 10.16 Form of 8.0% Senior Unsecured Debenture (Incorporated by reference to Exhibit 10.4 to iAnthus’ Current Report on Form 8-K filed with the SEC on June 30, 2022) 10.17# Registration Rights Agreement dated June 24, 2022 by and among the Company, iAnthus Capital Management, LLC and certain holders (Incorporated by reference to Exhibit 10.5 to iAnthus’ Current Report on Form 8-K filed with the SEC on June 30, 2022) 10.18# Investor Rights Agreement dated June 24, 2022 by and among the Company, iAnthus Capital Management, LLC and certain investors (Incorporated by reference to Exhibit 10.6 to iAnthus’ Current Report on Form 8-K filed with the SEC on June 30, 2022) 10.19+ Employment Agreement by and between iAnthus Capital Management, LLC, including iAnthus Capital Holdings, Inc. and all of its subsidiaries, and Justin Vu dated January 6, 2025 (Incorporated by reference to Exhibit 10.27 to iAnthus’ Form 10 filed with the SEC on March 24, 2025) 10.20+* Fourth Amendment to the Senior Secured Bridge Notes between iAnthus New Jersey, LLC and the holders hereto dated January 28, 2026 14.1 Code of Business Conduct and Ethics (Incorporated by reference to Exhibit 14.1 to iAnthus’ Annual Report on Form 10-K filed with the SEC on April 1, 2021) 19.1* Insider Trading Policy 21.1* Subsidiaries 23.1* Consent of PKF O’Connor Davies, LLP 31.1* Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1* Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 32.2* Certification of the Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 101.INS* Inline XBRL Instance Document – the instance document does not appear in the interactive Data File as its XBRL tags are embedded within the inline XBRL document 101. SCH* Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents 104* Cover page formatted as Inline XBRL and contained in Exhibit 101 * Filed herewith. + Management contract or compensatory plan or arrangement. # Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit were omitted by means of marking such portions with an asterisk because the identified confidential portions (i) are not material and (ii) the Company customarily and actually treats that information as private or confidential. Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the Securities and Exchange Commission. ITEM 16. FORM 10-K SUMMARY None. SIGNATURES Pursuant to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on this 27th day of March, 2026. IANTHUS CAPITAL HOLDINGS, INC. /s/ Richard Proud Richard Proud Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements of the Securities Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Richard Proud Chief Executive Officer March 27, 2026 Richard Proud (Principal Executive Officer) /s/ Justin Vu Chief Financial Officer March 27, 2026 Justin Vu (Principal Financial and Accounting Officer) /s/ Michelle Mathews-Spradlin Chair of the Board March 27, 2026 Michelle Mathews-Spradlin /s/ Scott Cohen Director March 27, 2026 Scott Cohen /s/ Kenneth Gilbert Director March 27, 2026 Kenneth Gilbert /s/ Alexander Shoghi Director March 27, 2026 Alexander Shoghi

^[1]

Nevada, USA

^[1]

100.00%

^[1]

GTL Holdings, LLC

GTL Holdings, LLC

New Jersey, USA

100.00%

iA CBD, LLC ("iA CBD")

iA CBD, LLC (“iA CBD”)

New Jersey, USA

100.00%

iAnthus New Jersey LLC

iAnthus New Jersey, LLC

New Jersey, USA

100.00%

MPX New Jersey, LLC

New Jersey, USA 100%Citiva Medical, LLC (“Citiva”) New York, USA 100%iAnthus Empire Holdings, LLC New York, USA 100%iAnthus Kentucky, LLC Kentucky, USA 100%iAnthus Delaware, LLC Delaware, USA 100%Cheetah Brand, LLC Delaware, USA 100% (1)Entities acquired as a part of the MPX Bioceutical Corporation (“MPX”) acquisition on February 5, 2019 (the “MPX Acquisition”). During the year ended December 31, 2024, the Company dissolved iAnthus Northern Nevada, LLC, Ambary, LLC and Pakalolo, LLC.(e) Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and judgements that affect the application of accounting policies and the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations regarding future events that are believed to be reasonable under the circumstances. Actual results may differ significantly from these estimates. Significant estimates made by management include, but are not limited to: economic lives of leased assets; inputs used in the valuation of inventory; allowances for expected credit losses on accounts receivable, provisions for inventory obsolescence; impairment assessment of long- lived assets; depreciable lives of property, plant and equipment; useful lives of intangible assets; accruals for contingencies including tax contingencies; valuation allowances for deferred income tax assets; uncertain tax positions; estimates of fair value of identifiable assets and liabilities acquired in business combinations; estimates of fair value of derivative instruments; and estimates of the fair value of stock-based payment awards. (f) Cash and Restricted Cash For purposes of the consolidated balance sheets and the statements of cash flows, cash includes cash and restricted cash amounts held primarily in U.S. dollars. Restricted cash balances are those which meet the definition of cash but are not available for use by the Company. As of December 31, 2025, the Company held $0.2 million as restricted cash (December 31, 2024 — $0.6 million). The following table summarizes a reconciliation of cash and restricted cash reported within the consolidated balance sheets to such amounts presented in the statements of cash flows: December 31, 2025 December 31, 2024 Cash $ 11,650 $ 18,543 Restricted cash 220 556 Total cash and restricted cash presented in the statements of cash flows $ 11,870 $ 19,099 (g) Accounts Receivable The Company assesses its accounts receivables for expected credit losses resulting from the potential uncollectability of specific customer balances, based upon a review of the customer’s creditworthiness and past collection history. The loss-rate method is used to estimate potential losses by applying an estimated loss rate to customer balances to determine the allowance for credit losses. For trade accounts receivable deemed as uncollectible, and arose from the sale of goods or services, the Company will write off the specific balance against the allowance for expected credit losses when it is known that a provided amount will not be collected.(h) Inventories Inventory is comprised of supplies, raw materials, finished goods and work-in-process such as harvested cannabis plants and by-products to be harvested. Inventory is valued at the lower of cost, determined on standard cost which approximates weighted average costing, and net realizable value. The direct and indirect costs of inventory initially include the costs to cultivate the harvested plants at the time of harvest. They also include subsequent costs such as materials, labor, and overhead involved in processing, packaging, labeling, and inspection to turn raw materials into finished goods. All direct and indirect costs related to inventory are capitalized as they are incurred and are subsequently recorded within costs and expenses applicable to revenues on the consolidated statements of operations at the time of sale. Net realizable value is determined as the estimated selling price less a reasonable estimate of the costs of completion, disposal, and transportation. The Company reviews inventory for obsolete, redundant and slow-moving goods and any such inventories are written down to net realizable value. Factors considered in determining obsolescence include, but are not limited to, slow-moving inventory or products that can no longer be marketed. As such, any identified slow moving and/or obsolete inventory is written down to its net realizable value through costs and expenses applicable to revenues on the consolidated statements of operations. (i) Investments The Company currently accounts for its equity-accounted investments using the equity method of accounting in accordance with Accounting Standards Codification (“ASC”) Topic 323 Investments. Investments are initially recognized at cost. Subsequent to initial recognition, the carrying value of the Company’s investments are adjusted for the Company’s share of income or loss and distributions each reporting period. The carrying value of the Company’s investments are assessed for indicators or impairment at each balance sheet date. The Company applies fair value accounting for its other investments recognized as financial assets that are disclosed at fair value in the financial statements on a recurring basis. Fair value is defined as the price that would be received from selling an asset in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets that are required to be recorded at fair value, the Company considers all related factors of the asset by market participants in which the Company would transact and the market-based risk measurements or assumptions of market participants. (j) Property, Plant and Equipment Property, plant and equipment are recorded at historical cost net of accumulated depreciation, write-downs and impairment losses. Depreciation is calculated on a straight-line basis over the estimated useful life as follows: Buildings 20 - 25 years Leasehold improvements over the shorter of the initial term of the underlying lease plus any reasonably assured renewal terms, and the useful life of the asset Production equipment 5 years Processing equipment 5 years Sales equipment 3 - 5 years Office equipment 3 - 5 years Land not depreciated Construction in progress not depreciated When significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items or components of property, plant and equipment and each major component is assigned an appropriate useful life. Gains and losses on disposal of an item are determined by comparing the proceeds from disposal with the carrying amount of the item and are recognized in profit or loss. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the respective accounts and any related gain or loss is recognized in the consolidated statements of operations. Maintenance and repairs are charged to expense as incurred. Significant expenditures, which extend the useful lives of assets or increase productivity, are capitalized. Construction in progress includes construction progress payments, deposits, engineering costs, and other costs directly related to the construction of cultivation, processing or dispensary facilities. Expenditures are capitalized during the construction period and construction in progress is transferred to the appropriate class of property, plant and equipment when the assets are available for use, at which point the depreciation of the asset commences. The Company reviews the carrying values of its property, plant and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group might not be recoverable. Assets are grouped at the lowest level for which identifiable cash flows are largely independent when testing for, and measuring for, impairment. In performing its review of recoverability, the Company estimates the future cash flows expected to result from the use of the asset or asset group and its eventual disposition. If the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset or asset group, an impairment loss is recognized in the consolidated statements of operations. Measurement of the impairment loss is based on the excess of the carrying amount of the asset or asset group over the fair value calculated using discounted expected future cash flows. A liability for the fair value of an asset retirement obligation associated with the retirement of tangible long-lived assets and the associated asset retirement costs are recognized in the period in which the liability and costs are incurred if a reasonable estimate of fair value can be made using a discounted cash flow model. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset and subsequently amortized over the asset’s useful life. The liability is accreted over the period of expected cash outflows. The Company does not have any asset retirement obligations as of December 31, 2025 and 2024.(k) LeasesThe Company leases some items of property, plant and equipment, office, cultivation, processing and dispensary space. On the lease commencement date, a lease is classified as a finance lease or an operating lease based on the classification criteria of the lease guidance under U.S. GAAP. As of January 1, 2019, the Company adopted Financial Accounting Standard Board (“FASB”) ASC Topic 842 Leases (“ASC 842”) and applied the lease classification criteria contained therein for any new leases. Upon adoption of ASC 842, the Company recorded right-of-use (“ROU”) assets for all of its leased assets classified as operating leases. The ROU assets were computed as the present value of future minimum lease payments, including additional payments resulting from a change in an index such as a consumer price index or an interest rate, plus any prepaid lease payments minus any lease incentives received. A lease liability was also recorded at the same time. No ROU asset is recorded for leases with a lease term, including any reasonably assured renewal terms, of 12 months or less. Upon adoption of ASC 842, the Company also recorded lease liabilities computed as the present value of future minimum lease payments, including additional payments resulting from a change in an index or an interest rate. Lease liabilities are amortized using the effective interest method. Amortization on the ROU asset is calculated as the difference between the expected straight-line rent expense over the lease term less the accretion on the lease liability. (l) Intangible Assets Intangible assets with a finite life are recorded at cost and are amortized on a straight-line basis over their estimated useful lives. Intangible assets with an indefinite life are not amortized and are assessed annually for impairment, or more frequently if indicators of impairment arise. The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. The Company capitalizes certain internal-use software development costs, consisting primarily of contractor costs and employee salaries and benefits allocated to the software. Capitalization of costs incurred in connection with internally developed software commences when both the preliminary project stage is completed and management has authorized further funding for the project, based on a determination that it is probable the project will be completed and used to perform the function intended. Capitalization of costs ceases no later than the point at which the project is substantially complete and ready for its intended use. All other costs are expensed as incurred. Amortization is calculated on a straight-line basis over three years. Costs incurred for enhancements that are expected to result in additional functionalities are capitalized.Intangible assets mainly comprise of licenses acquired in business combinations. Licenses are amortized over 15 years, which reflects the useful lives of the assets. Trademarks are amortized over 7 to 15 years, and all other intangible assets with a finite life are amortized over 1 to 5 years. The Company reviews the carrying values of its intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group might not be recoverable. Assets are grouped at the lowest level for which identifiable cash flows are largely independent when testing for, and measuring for, impairment. In performing its review for recoverability, the Company estimates the future cash flows expected to result from the use of the asset or asset group and its eventual disposition. If the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset or asset group, an impairment loss is recognized in the consolidated statements of operations. Measurement of the impairment loss is based on the excess of the carrying amount of the asset or asset group over the fair value calculated using discounted expected future cash flows. (m) GoodwillGoodwill represents the excess of the purchase price paid for the acquisition of an entity over the fair value of the net tangible and intangible assets acquired. Goodwill is allocated to a specific reporting unit or allocated between reporting units based on the relative fair value of each reporting unit. Goodwill is not subject to amortization and is tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Impairment is determined for goodwill by assessing if the carrying value of a reporting unit, including the allocated goodwill, exceeds its recoverable amount determined as the greater of the estimated fair value less costs to sell and the value in use. Impairment losses recognized in respect of a reporting unit are first allocated to the carrying value of goodwill and any excess is allocated to the carrying amount of assets in the reporting unit. Any goodwill impairment is recorded in impairment loss within the consolidated statement of operations in the period in which the impairment is identified. Impairment losses on goodwill are not subsequently reversed.As of December 31, 2025, the Company recognized $1.6 million of goodwill from its Cheetah Acquisition (as defined in Note 4 below).(n) Assets Held For Sale The Company classifies assets held for sale in accordance with ASC Topic 360 Property, Plant and Equipment. When the Company makes the decision to sell an asset, the Company assesses if such asset should be classified as an asset held for sale. To classify as an asset held for sale, the asset or disposal group must meet all of the following conditions: i) management, having the authority to approve the action, commits to a plan to sell the asset, ii) the asset is available for immediate sale in its present condition, subject to certain customary terms, iii) an active program to locate a buyer and other actions required to complete the plan to sell the asset have been initiated, iv) the sale of the asset is probable and the transfer of the asset is expected to qualify for recognition as a completed sale, within one year, subject to certain exceptions, v) the asset is being actively marketed for sale at a price that is reasonable in relation to its current value, and vi) actions required to complete the plan indicate that it is unlikely that the plan will be significantly changed or withdrawn. Assets held for sale are measured at the lower of their carrying amount or fair value less cost to sell (“FVLCTS”). FVLCTS is the amount obtainable from the sale of the asset in an arm’s length transaction, less the costs of disposal. Once classified as held for sale, any depreciation and amortization on an asset cease to be recorded. There were no assets or liabilities classified as held for sale as of December 31, 2025 (December 31, 2024— $23.6 million). (o) Income Taxes Income taxes are accounted for under the asset and liability method whereby deferred income tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the accounting and tax bases of assets and liabilities and net operating loss carryforwards. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates or laws is recognized in the consolidated statements of operations in the period in which the change is enacted.The Company assesses realization of deferred income tax assets and, based on all available evidence, concludes whether it is more likely than not that the net deferred income tax assets will be realized. A valuation allowance is provided for the amount of deferred income tax assets not considered to be realizable. The Company has elected to classify interest and penalties related to income tax liabilities, when applicable, as part of the income tax expense within its consolidated statements of operations. The Company is subject to ongoing tax exposures, examinations and assessments in various jurisdictions. Accordingly, the Company may incur additional tax expense based upon the outcomes of such matters. The Company follows the provisions of ASC Topic 740, Accounting for Income Taxes ("ASC Topic 740"). ASC Topic 740 clarifies the accounting for uncertainties in income taxes recognized in a Company’s consolidated financial statements. ASC Topic 740 also prescribes a recognition threshold and measurement attribute for the consolidated financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740 provides guidance on derecognition, classification, interest and penalties, disclosures and transition. As required by the uncertain tax position guidance in ASC Topic 740, the Company recognized the benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant tax authority. (p) Revenue Recognition The Company recognizes revenue under the provision of ASC 606—Revenue from Contracts with Customers. The Company generates revenue primarily from the sale of cannabis, cannabis related products and provision of services. The Company uses the following five-step contract-based analysis of transactions to determine if, when and how much revenue can be recognized: 1.Identify the contract with a customer; 2.Identify the performance obligation(s) in the contract; 3.Determine the transaction price; 4.Allocate the transaction price to the performance obligation(s) in the contract; and 5.Recognize revenue when or as the Company satisfies the performance obligation(s). Revenue from the sale of cannabis is generally recognized when control over the goods has been transferred to the customer. Payment for medical sales is typically due prior to shipment for wholesale orders and at point-of-sale for retail orders. Payment for wholesale transactions is due within a specified time period as permitted by the underlying agreement and the Company’s credit policy upon the transfer of goods to the customer. The Company generally satisfies its performance obligation and transfers control to the customer upon delivery and acceptance by the customer. Revenue is recorded at the estimated amount of consideration to which the Company expects to be entitled. Substantially all of the Company’s sales are single performance obligations arrangements for which the transaction price is equivalent to the stated price of the products net of any stated discounts applicable at point of sale. Revenue is recognized net of sales incentives and returns, after discounts. The Company offers loyalty reward programs to its retail customers across several of its dispensaries. A portion of the revenue generated in a sale must be allocated to the loyalty points earned. The amount allocated to the points earned is deferred until the loyalty points are redeemed or expired at the end of each fiscal year. As of December 31, 2025 and 2024, the loyalty liability totaled $Nil and $1.1 million, respectively, and is included in accrued and other current liabilities on the consolidated balance sheets.(q) Costs and Expenses Applicable to Revenues Costs and expenses applicable to revenues represents costs directly related to processing and distribution of the Company’s products. Primary costs include raw materials, packaging, direct labor, overhead, and shipping and handling. Manufacturing overhead and related expenses include salaries, wages, employee benefits, utilities, maintenance and property taxes. The Company recognizes the costs and expenses applicable to revenues at the time the related revenues are recognized. (r) Foreign Currency Translation The functional and reporting currency of the Company is the U.S. dollar. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the foreign exchange rates prevailing at the end of the period. Non-monetary assets and liabilities measured at historical cost are translated using the exchange rate at the date of the transaction. Realized and unrealized foreign exchange gains and losses are included in the determination of earnings in the period in which they arise. (s) Share-based Compensation The Company has a share-based compensation plan which includes options and restricted stock units (“RSUs”). Share-based awards are measured at the fair value of the awards at the grant date and recognized as expense over the requisite service periods in the Company’s consolidated statements of operations. The fair value of options is determined using the Black-Scholes option pricing model which incorporates all market vesting conditions. The number of options expected to vest is reviewed and adjusted at the end of each reporting period such that the amount recognized for services received as consideration for the share-based awards granted shall be based on the number of awards that eventually vest. Amounts recorded for forfeited or expired unexercised options are accounted for in the year of forfeiture. Upon the exercise of stock options, consideration received on the exercise of share-based awards is recorded as paid-in-capital. The fair value of RSUs is determined using the Company’s closing stock price on the grant date. Share-based compensation expense includes compensation cost for employee awards granted and all modified or cancelled awards. In addition, compensation expense includes the compensation cost, based on the grant-date fair value calculated under FASB ASC Topic 718 Share-based payments (“ASC Topic 718”). Share-based compensation expense is not adjusted for estimated forfeitures, but instead adjusted upon an actual forfeiture of a stock option. The Company utilizes the risk-free rate determined by the market yield on United States Treasury marketable bonds over the contractual term of the instrument being issued. The critical assumptions and estimates used in determining the fair value of share-based compensation include: expected life of options, volatility of the Company’s future share price, risk-free rate, future dividend yields and estimated forfeitures at the initial grant date. Changes in assumptions used to estimate fair value could result in materially different results. The Company’s policy is to issue new common shares from treasury to satisfy stock options which are exercised. The Company recognizes compensation expense for RSUs and options on a straight-line basis over the requisite service period for awards that vest solely based on a service condition. Compensation expense for awards that vest based on both service and performance conditions are recognized over the requisite service period of the award using the graded vesting method. Non-market vesting conditions are included in the assumptions about the number of options that are expected to become exercisable. Any cumulative adjustment prior to vesting is recognized in the current period. No adjustment is made to any expense recognized in prior periods if share options ultimately exercised are different to that estimated on vesting. (t) Contingent Liabilities In accordance with the FASB ASC Topic 450 Contingencies, the Company will make a provision for a liability when it is both probable that a loss has been incurred and the amount of the loss can be reasonably estimated. The Company reviews these provisions in conjunction with any related provisions on assets related to the claims at least quarterly and adjusts these provisions to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel and other pertinent information related to the case. The Company expenses legal costs relating to its lawsuits, claims and proceedings as incurred. (u) Business Combinations In accordance with the FASB ASC Topic 805 Business Combinations (“ASC 805”), the Company allocates the fair value of purchase consideration to the tangible and intangible asset purchased and the liabilities assumed on the basis of their fair values at the date of acquisition. The determination of fair values of assets acquired and liabilities assumed requires estimates and the use of valuation techniques when a market value is not readily available. Any excess of purchase price over the fair value of net tangible and intangible assets acquired is allocated to goodwill. If the Company obtains new information about the facts and circumstances that existed as of the acquisition date during the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed. (v) Change in Accounting EstimateUpon adoption of Accounting Standards Codification ("ASC") Topic 330 “Inventory”, the Company elected to follow an accounting policy related to inventory to be valued at the lower of cost, determined on a weighted average cost basis, and net realizable value.Effective January 1, 2025, the Company began estimating the value of its inventory under standard costing which approximates weighted average cost. It is noted that inventory will continue to be carried at the lesser of cost and net realizable value and that both approaches continue to use full absorption costing to allocate all direct and indirect overhead into the valuation inventory. However, using predetermined standard costs offers consistency and accuracy in inventory valuation and offers better analysis of variances between standard and actual costs. The predetermined costs are reviewed and updated on a periodic basis to determine whether variances reflect part of the normal cost of production, and should therefore be reflected as inventory value, or whether they are a period cost and should thus not be included in inventory.The Company accounted for this change as a change in accounting estimate and, accordingly, applied it on a prospective basis. This change in estimate did not have any material impact on the Company’s consolidated statements of operations for the year ended December 31, 2025. The Company expects this change in accounting estimate to remain immaterial in future periods. Note 3 – New Accounting Standards and Accounting Changes Adoption of New Accounting Policies In November 2023, the FASB issued ASU 2023-07 Segment Reporting (Topic 280). All public entities will be required to report segment information in accordance with the new guidance starting in annual periods beginning after December 15, 2023. The amendments improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The Company adopted the new standard in the fourth quarter of 2024. The adoption did not have any material impact on the Company's consolidated financial statements.In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740). For public business entities, the amendments are effective for annual periods beginning after December 15, 2024. The amendments address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This amendment also looks to improve the effectiveness of income tax disclosures. The Company adopted the new standard and noted that it did not have any material impact on the Company's consolidated financial statements.In March 2024, the FASB issued ASU 2024-02, Codification Improvements. Public entities must adopt the amendments for annual periods beginning after December 15, 2024. The standard removes outdated glossary references, streamlining Codification content. The Company adopted the new standard in the fourth quarter of 2025. The adoption did not have any material impact on the Company's consolidated financial statements.Recently Issued FASB Accounting Standard Updates In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income (Topic 220). Public entities must comply with the amendments for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The update enhances disclosure requirements by requiring detailed breakdowns of material expense categories. The Company is determining the effects of adoption on its financial reporting practices.In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient for estimating expected credit losses on current trade receivables and contract assets under ASC 606. The amendments are effective for annual reporting periods beginning after December 15, 2025, and the Company is evaluating the impact of adoption.In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to Accounting for Internal-Use Software, which replaces the existing three-stage model with a single “probable-to-complete” capitalization threshold and incorporates website development into the same guidance. The amendments are effective for annual reporting periods beginning after December 15, 2027, and the Company is evaluating the impact of adoption.In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. Public entities must adopt the amendments for annual reporting periods beginning after December 15, 2027, and interim periods within those annual periods. The update clarifies interim disclosure requirements and introduces a principle to disclose material events and transactions that have occurred since the end of the prior fiscal year. The Company is evaluating the impact of these improvements on its future interim financial reporting disclosures.In January 2026, the FASB issued ASU 2025-12, Codification Improvements. The amendments are effective for annual reporting periods beginning after December 15, 2026. The standard addresses technical corrections and clarifications across various topics, including the calculation of diluted earnings per share when an entity reports a loss from continuing operations. The Company is in the process of determining the effects adoption of this amendment, but expects no significant impact on its consolidated financial statements.Note 4 – Acquisitions Cheetah Acquisition On December 30, 2024, the Company entered into an Asset Purchase Agreement (the "Cheetah Purchase Agreement") with Cheetah Enterprises, Inc. (the "Cheetah Seller"), pursuant to which, the Company acquired substantially all the assets related to the Cheetah Seller's wholesale business, including the manufacture, marketing, and sale of cannabis distillate vaporize products in the states of Illinois and Pennsylvania under the "Cheetah" brand (the "Brand"), but excluding certain excluded assets (the "Cheetah Purchased Assets") together with certain assumed liabilities related to the Cheetah Purchased Assets. The purchase price (the "Purchase Price") for the Cheetah Purchased Assets is approximately $3.5 million, and includes (i) common shares at an aggregate deemed value of approximately $1.5 million, which the Company recorded at a fair value on acquisition of $1.2 million, to be issued in three (3) tranches; (ii) upon the completion of certain performance benchmarks (if the Brand does not meet the performance benchmark by the payment date, such payment date will be delayed until the later of (x) thirty (30) days or (y) until such time the Brand achieves the applicable performance benchmark; provided, the full cash consideration shall not be delayed more than twenty-four (24) months after closing); and (iii) additional consideration based on EBITDA generated by the Brand (the "Earn-Out") over the next three years which is payable annually in cash, with the final payment due on or before April 1, 2028.The Company has determined that the acquisition of the Cheetah Purchased Assets (the "Cheetah Acquisition") is a business combination under ASC 805 whereby the total consideration is recorded by allocating the purchase consideration to the net assets and liabilities acquired based on their estimated fair values at the acquisition date. At the date of acquisition, management allocated the initial purchase price based on the estimated fair value of the identifiable assets and liabilities assumed on the acquisition date. The purchase price allocation was subsequently finalized as shown in the table below: Consideration: Cash consideration - paid $ 2,000 Common stock - issued 1,167 Additional earn-out consideration 3,127 Fair value of consideration $ 6,294 Estimated fair values of net assets acquired and liabilities assumed: Cash $ 45 Receivables and prepaid assets 340 Inventory 6 Operating lease right-of-use assets, net 42 Accounts payable (301 ) Accrued and other current liabilities (86 ) Intangible assets 4,690 Net assets acquired $ 4,736 Goodwill $ 1,558 The following table summarizes the final adjustments made to the provisional purchase price allocation: Preliminary allocation at acquisition Adjustments As adjusted Cash consideration - paid $ 675 $ 1,325 $ 2,000 Cash consideration - accrued 1,325 (1,325 ) — Common stock - issued — 1,167 1,167 Common stock - issuable 1,167 (1,167 ) — Inventory 106 (100 ) 6 Intangible assets — 4,690 4,690 Goodwill 6,148 (4,590 ) 1,558 The intangible assets recognized from the acquisition relate to trade names and other intellectual property and recipes used under the Cheetah brand. The goodwill recognized from the acquisition is attributable to the assembled workforce and synergies expected from integrating Cheetah into the Company’s existing business. The goodwill acquired is not deductible for tax purposes.Total purchase consideration transferred at closing also included additional Earn-Out that had a fair value of $3.1 million as of the acquisition date. The acquisition date fair value of the Earn-Out was determined based on the Company’s assessment of the probability of achieving the performance targets that ultimately obligate the Company to transfer additional consideration to the seller. The Earn-Out is comprised of certain EBITDA targets to be achieved by the Brand and is paid annually in cash, commencing April 1, 2026 for the preceding fiscal year. Subsequent remeasurement of the Earn-Out will be remeasured at the end of each reporting period with any gains or losses recognized in interest and other income and expenses within the consolidated statement of operations. Refer to Note 12 for further discussion on contingent consideration. Total acquisition-related costs incurred during the year ended December 31, 2025, were $Nil (December 31, 2024 - less than $0.1 million), which were recorded within selling, general and administrative expenses on the consolidated statement of operations.Pro forma financial information is not disclosed as the results are not material to the Company’s consolidated financial statements.Note 5 – Leases The Company mainly leases office space and cannabis cultivation, processing and retail dispensary space. Leases with an initial term of less than 12 months are not recorded on the consolidated balance sheets. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. Most leases include one or more options to renew, with renewal terms that can extend the lease term from one to five years or more. The Company has determined that it was reasonably certain that the renewal options on the majority of its cannabis cultivation, processing and retail dispensary space would be exercised based on previous history and knowledge, current understanding of future business needs and the level of investment in leasehold improvements, among other considerations. The incremental borrowing rate used in the calculation of the lease liability is based on the rate available to the parent company. The depreciable life of assets and leasehold improvements are limited by the expected lease term. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Certain subsidiaries of the Company rent or sublease certain office space to/from other subsidiaries of the Company. These intercompany subleases are eliminated on consolidation and have lease terms ranging from less than 1 year to 15 years. The components of lease expense are as follows: Year Ended December 31, 2025 2024 Operating lease costs(1) Selling, general and administrative expenses $ 6,876 $ 6,863 Costs and expenses applicable to revenues 688 1,405 Total lease cost $ 7,564 $ 8,268 (1)Includes short-term leases and variable lease costs for the years ended December 31, 2025 and 2024. The Company entered into multiple sublease agreements pursuant to which it serves as lessor to the sublessees. For the year ended December 31, 2025, the Company recorded sublease income of $0.9 million (December 31, 2024—$1.0 million), which is included in the interest and other income line on the consolidated statements of operations.Operating cash flows from operating leases for the year ended December 31, 2025 was $7.0 million (December 31, 2024 - $7.5 million).Supplemental balance sheet information related to leases is as follows: Balance Sheet Information Classification December 31, 2025 December 31, 2024 Operating lease right-of-use assets, net Operating leases $ 29,436 $ 24,012 Lease liabilities Current portion of operating lease liabilities Operating leases $ 7,195 $ 6,534 Long-term portion of operating lease liabilities Operating leases 26,778 21,599 Total $ 33,973 $ 28,133 Maturities of lease liabilities for operating leases as of December 31, 2025, were as follows: Operating Leases 2026 $ 7,195 2027 6,849 2028 6,883 2029 6,668 2030 5,987 Thereafter 45,951 Total lease payments $ 79,533 Less: interest expense (45,560 ) Present value of lease liabilities $ 33,973 Weighted-average remaining lease term (years) 11.4 Weighted-average discount rate 18 % Note 6 – Inventories, net Inventories is comprised of the following items: December 31, 2025 December 31, 2024 Supplies $ 6,249 $ 4,134 Raw materials 3,419 3,815 Work in process 5,515 5,194 Finished goods 7,198 9,570 Inventory reserve (129 ) (247 ) Total $ 22,252 $ 22,466 Inventories are written down for any obsolescence or when the net realizable value considering future events and conditions is less than the carrying value. For the year ended December 31, 2025, the Company recorded $Nil (December 31, 2024 – $0.4 million), related to spoiled inventory in costs and expenses applicable to revenues on the consolidated statements of operations. The Company had implemented a change in accounting estimate with respect to the valuation of inventory. Refer to Note 2(v) for further details. Note 7 – Property, Plant and Equipment As of December 31, 2025 Cost Accumulated Depreciation Net Book Value Buildings $ 79,957 $ 14,700 $ 65,257 Leasehold improvements 50,142 28,898 21,244 Production equipment 6,176 1,709 4,467 Processing equipment 5,953 2,072 3,881 Sales equipment 1,155 822 333 Office equipment 7,741 5,816 1,925 Land 2,716 — 2,716 Construction in progress 4,909 — 4,909 Total $ 158,749 $ 54,017 $ 104,732 As of December 31, 2024 Cost Accumulated Depreciation Net Book Value Buildings $ 71,870 $ 11,970 $ 59,900 Leasehold improvements 41,439 26,057 15,382 Production equipment 2,403 1,324 1,079 Processing equipment 2,801 1,559 1,242 Sales equipment 896 784 112 Office equipment 6,551 5,352 1,199 Land 2,716 — 2,716 Construction in progress 5,858 — 5,858 Total $ 134,534 $ 47,046 $ 87,488 For the year ended December 31, 2025, the Company recorded depreciation expense on property, plant, and equipment of $7.0 million (December 31, 2024— $8.8 million). During the year ended December 31, 2025, the Company disposed $1.4 million of property, net (December 31, 2024—$0.2 million), primarily related to the sale of facility equipment, with total consideration of approximately $0.6 million, resulting in a loss of $0.8 million, which is included within "write-downs, recoveries, and other charges, net" on the consolidated statements of operations.Capital expenditure additions during the year ended December 31, 2025 amounted to $25.7 million (December 31, 2024—$5.5 million) to fund various cultivation, processing and dispensary projects, of which $1.9 million (December 31, 2024 - $0.5 million) is currently unpaid and outstanding.Note 8 – Intangible Assets and Goodwill As of December 31, 2025 Cost Accumulated Amortization Net Book Value Licenses $ 114,418 $ 52,184 $ 62,234 Trademarks 15,801 11,643 4,158 Other 3,862 2,778 1,084 $ 134,081 $ 66,605 $ 67,476 As of December 31, 2024 Cost Accumulated Amortization Net Book Value Licenses $ 114,418 $ 44,550 $ 69,868 Trademarks 11,111 9,451 1,660 Other 3,726 2,392 1,334 $ 129,255 $ 56,393 $ 72,862 During the year ended December 31, 2025, the Company recorded $4.8 million in intangible asset additions (December 31, 2024—$0.2 million), which is primarily attributable to the Cheetah acquisition and other internal-use software. The weighted average remaining amortization period for these additions is 12 years as of December 31, 2025. Amortization expense for the years ended December 31, 2025 and 2024 was $10.2 million and $13.9 million, respectively.The estimated amortization expense for each of the years ended December 31, as follows: 2026 $ 8,697 2027 8,625 2028 8,599 2029 8,238 2030 8,238 Thereafter 25,081 The following table summarizes the balances of goodwill as of December 31, 2025 and 2024: As of December 31, 2025 2024 Balance, beginning of year $ 6,148 $ — Acquisition of Cheetah — 6,148 Reclassification - Cheetah intangible assets (4,590 ) — Impairment loss — — Total $ 1,558 $ 6,148 Note 9 - Long-Term Debt The following table summarizes long term debt outstanding as of December 31, 2025 and 2024: Secured Notes June Secured Debentures Additional Secured Debentures June Unsecured Debentures Other Total As of January 1, 2025 $ 14,968 $ 114,298 $ 30,615 $ 21,750 $ 696 $ 182,327 Paid-in-kind interest — 10,213 2,560 2,048 — 14,821 Accretion of balance 746 3,086 — 1,057 — 4,889 Debt extinguishment — — — — (686 ) (686 ) Debt repayment (7,355 ) — — — (10 ) (7,365 ) As of December 31, 2025 $ 8,359 $ 127,597 $ 33,175 $ 24,855 $ — $ 193,986 Secured Notes June Secured Debentures Additional Secured Debentures June Unsecured Debentures Other Total As of January 1, 2024 $ 15,565 $ 101,856 $ 28,247 $ 18,856 $ 752 $ 165,276 Carrying value of financial liabilities issued 14,345 — — — — 14,345 Paid-in-kind interest 239 9,449 2,368 1,895 — 13,951 Accretion of balance 632 2,993 — 999 — 4,624 Debt extinguishment (15,813 ) — — — — (15,813 ) Deconsolidation — — — — — — Debt repayment — — — — (56 ) (56 ) As of December 31, 2024 $ 14,968 $ 114,298 $ 30,615 $ 21,750 $ 696 $ 182,327 As of December 31, 2025, the total and unamortized debt discount costs were $21.9 million and $6.5 million, respectively (December 31, 2024— $21.9 million and $11.4 million, respectively).As of December 31, 2025, total interest paid on long-term debt was $1.5 million (December 31, 2024 - $1.5 million).(a) iAnthus New Jersey, LLC Senior Secured Bridge Notes On February 2, 2021, iAnthus New Jersey, LLC ("INJ") issued an aggregate of $11.0 million of senior secured bridge notes ("Senior Secured Bridge Notes") which initially matured on the earlier of (i) February 2, 2023, (ii) the date on which the Company closes a Qualified Financing (as defined below) and (iii) such earlier date that the principal amount may become due and payable pursuant to the terms of such notes. The Senior Secured Bridge Notes initially accrued interest at a rate of 14.0% per annum, decreasing to 8.0% upon the closing of the Recapitalization Transaction (increasing to 25.0% per annum in the event of default). “Qualified Financing” means a transaction or series of related transactions resulting in net proceeds to the ICH of not less than $10 million from the subscription of the ICH's securities, including, but not limited to, a private placement or rights offering.On February 2, 2023, ICH and INJ entered into an amendment (the “Amendment”) to the Senior Secured Bridge Notes with all of the holders of the Senior Secured Bridge Notes. Pursuant to the Amendment, the maturity date of the Senior Secured Bridge Notes was extended until February 2, 2024, the interest on the principal amount outstanding was increased to a rate of 12.0% per annum, and an amendment fee equal to 10.0% of the principal amount outstanding of the Senior Secured Bridge Notes as of February 2, 2023 or $1.4 million in the aggregate, was added to such notes such that it will become due and payable on the extended maturity date.On February 2, 2024, in order to facilitate the 2024 NJ Amendment (as defined below), the parties agreed to a short-term extension of the maturity date from February 2, 2024 to February 16, 2024. On February 16, 2024, ICH and INJ entered into another amendment (the"2024 NJ Amendment") to the Senior Secured Bridge Notes. Pursuant to the 2024 NJ Amendment, the maturity date of the Senior Secured Bridge Notes was extended from February 16, 2024 to February 16, 2026 and the interest rate of the Senior Secured Bridge Notes remained at 12% per annum, but the interest accruing after February 16, 2024 will be payable in quarterly cash payments (the first interest payment being on May 16, 2024). In addition, the 2024 NJ Amendment provides for an amendment fee equal to 10% of the principal amount of the Senior Secured Bridge Notes as of the date of the 2024 NJ Amendment, or $1.6 million in the aggregate, which is satisfied through the issuance of ICH's common shares at a price per share equal to the volume-weighted average trading price of ICH's common shares on the CSE for the twenty (20) consecutive trading days immediately prior to the date of the 2024 NJ Amendment. Lastly, ICH and INJ agreed to utilize twenty-five percent (25%) of Non-Operational Receipts in excess of $5.0 million to make payments towards the principal amount outstanding under the Senior Secured Bridge Notes, without penalty. For purposes of the 2024 NJ Amendment, "Non-Operational Cash Receipts" means cash ICH received which is not derived from the sale of cannabis products in the ordinary course of business of ICH, whether through retail, wholesale or otherwise. As of December 31, 2025, a total amount of $7.4 million (December 31, 2024 - $Nil) has been paid from Non-Operational Receipts.In accordance with debt extinguishment accounting guidance outlined in ASC 470 "Debt", the terms of the Senior Secured Bridge Notes were materially modified pursuant to both the Amendment and 2024 NJ Amendment and as such, for the year ended December 31, 2025, the Company recorded a loss on debt extinguishment of $Nil, (December 31, 2024 - $0.1 million), on the consolidated statements of operations.The amended host debt, classified as a liability using the guidance of ASC 470, was recognized at the carrying value of $14.3 million.For the year ended December 31, 2025, interest expense of $1.4 million (December 31, 2024—$1.9 million), and accretion expense of $0.7 million (December 31, 2024—$0.6 million), were recorded on the consolidated statements of operations.The Senior Secured Bridge Notes are secured by a security interest in certain assets of INJ. ICH provided a guarantee in respect of all of the obligations of INJ under the Senior Secured Bridge Notes, and the Company is in compliance with the terms of the Senior Secured Bridge Notes as of December 31, 2025. The Senior Secured Bridge Notes are classified as long-term debt, net of issuance costs on the consolidated balance sheets, pursuant to the 2026 Bridge Notes Amendment (as defined in Note 18).Certain of the Secured Lenders, including Gotham Green Fund II, L.P., Gotham Green Fund II (Q), L.P., Oasis Investments II Master Fund LTD., Senvest Global (KY), LP, Senvest Master Fund, LP and Hadron Healthcare and Consumer Special Opportunities Master Fund, held greater than 5.0% of the outstanding common shares of the Company upon closing of the Recapitalization Transaction. As principal owners of the Company, these lenders are considered to be related parties.(b) June Secured Debentures On June 24, 2022 in connection with the closing of the Recapitalization Transaction, the Company entered into the Secured Debenture Purchase Agreement (the "Secured DPA"), between ICM, the other Credit Parties (as defined in the Secured DPA), the Collateral Agent, and the lenders party thereto (the “New Secured Lenders”) pursuant to which ICM issued the June Secured Debentures in the aggregate principal amount of $99.7 million which accrue interest at the rate of 8.0% per annum increasing to 11.0% per annum upon the occurrence of an Event of Default (as defined in the Secured DPA), with a maturity date of June 24, 2027. The June Secured Debentures may be prepaid on a pro rata basis from and after the third anniversary of the Closing Date of the Recapitalization Transaction upon prior written notice to the New Secured Lenders without premium or penalty.The host debt, classified as a liability using the guidance of ASC 470, was recognized at the carrying value of $84.5 million.Interest is to be paid in kind by adding the interest accrued on the principal amount on the last day of each fiscal quarter (the first such interest payment date being June 30, 2022) and such amount thereafter becoming part of the principal amount, which will accrue additional interest. Interest paid in kind will be payable on the date when all of the principal amount is due and payable. For the year ended December 31, 2025, interest expense and accretion expense of $10.2 million and $3.1 million, respectively, were recorded on the consolidated statements of operations (December 31, 2024—$9.4 million and $3.0 million, respectively). The terms of the Secured DPA impose certain restrictions on the Company’s operating and financing activities, including certain restrictions on the Company’s ability to: incur certain additional indebtedness; grant liens; make certain dividends and other payment restrictions affecting the Company’s subsidiaries; issue shares or convertible securities; and sell certain assets. The June Secured Debentures are secured by all current and future assets of the Company and ICM. The terms of the Secured DPAs do not have any financial covenants or market value test and ICM is in compliance with the terms of the June Secured Debentures as of December 31, 2025. The June Secured Debentures are classified as long-term debt, net of issuance costs on the consolidated balance sheets. Certain of the New Secured Lenders that hold the June Secured Debentures, including Gotham Green Fund 1, L.P., Gotham Green Fund 1 (Q), L.P., Gotham Green Fund II, L.P., Gotham Green Fund II (Q), Gotham Green Credit Partners SPV 1, L.P., Gotham Green Partners SPV V, L.P., L.P., and Parallax Master Fund, LP, held greater than 5.0% of the outstanding common shares of the Company upon the closing of the Recapitalization Transaction. As principal owners of the Company, certain of the New Secured Lenders are considered to be related parties.(c) June Unsecured Debentures On June 24, 2022 in connection with the closing of the Recapitalization Transaction, the Company entered into the Unsecured Debenture Purchase Agreement (the "Unsecured DPA"), pursuant to which ICM issued June Unsecured Debentures in the aggregate principal amount of $20.0 million which accrue interest at the rate of 8.0% per annum increasing to 11.0% per annum upon the occurrence of an Event of Default (as defined in the Unsecured DPA), with a maturity date of June 24, 2027. The June Unsecured Debentures may be prepaid on a pro rata basis from and after the third anniversary of the Closing Date of the Recapitalization Transaction upon prior written notice to the Unsecured Lender without premium or penalty.The host debt, classified as a liability using the guidance of ASC 470, was recognized at the carrying value of $14.9 million. Interest is to be paid in kind by adding the interest accrued on the principal amount on the last day of each fiscal quarter (the first such interest payment date being June 30, 2022) and such amount thereafter becoming part of the principal amount, which will accrue additional interest. Interest paid in kind will be payable on the date when all of the principal amount is due and payable.For the year ended December 31, 2025, interest expense and accretion expense of $2.0 million and $1.1 million, respectively, were recorded on the consolidated statements of operations (December 31, 2024—$1.9 million and $1.0 million, respectively). The terms of the Unsecured DPA impose certain restrictions on the Company’s operating and financing activities, including certain restrictions on the Company’s ability to: incur certain additional indebtedness; grant liens; make certain dividends and other payment restrictions affecting the Company’s subsidiaries; issue shares or convertible securities; and sell certain assets. The terms of the Unsecured DPA do not have any financial covenants or market value test, and ICM is in compliance with the terms of the June Unsecured Debentures as of December 31, 2025. The June Unsecured Debentures are classified as long-term debt, net of issuance costs on the consolidated balance sheets. Certain of the Secured Lenders and Consenting Unsecured Lenders, including Gotham Green Fund 1, L.P., Gotham Green Fund 1 (Q), L.P., Gotham Green Fund II, L.P., Gotham Green Fund II (Q), L.P., Gotham Green Credit Partners SPV 1, L.P., Gotham Green Partners SPV V, L.P., Oasis Investments II Master Fund LTD., Senvest Global (KY), LP, Senvest Master Fund, LP, Parallax Master Fund, L.P. and Hadron Healthcare and Consumer Special Opportunities Master Fund, held greater than 5.0% of the outstanding common shares of the Company upon the closing of the Recapitalization Transaction. As principal owners of the Company, certain of the Consenting Unsecured Lenders are considered to be related parties.(d) Additional Secured Debentures Pursuant to the terms of the Secured DPA, ICM issued an additional $25.0 million of June Secured Debentures (the "Additional Secured Debentures") on June 24, 2022 which accrue interest at the rate of 8.0% per annum increasing to 11.0% per annum upon the occurrence of an Event of Default (as defined in the Secured DPA), with a maturity date of June 24, 2027.The host debt, classified as a liability using the guidance of ASC 470, was recognized at the carrying value of $25.0 million. Interest is to be paid in kind by adding the interest accrued on the principal amount on the last day of each fiscal quarter (the first such interest payment date being June 30, 2022) and such amount thereafter becoming part of the principal amount, which will accrue additional interest. Interest paid in kind will be payable on the date when all of the principal amount is due and payable. For the year ended December 31, 2025, interest expense of $2.6 million, was recorded on the consolidated statements of operations (December 31, 2024 - $2.4 million). The terms of the Secured DPA impose certain restrictions on the Company’s operating and financing activities, including certain restrictions on the Company’s ability to: incur certain additional indebtedness; grant liens; make certain dividends and other payment restrictions affecting the Company’s subsidiaries; issue shares or convertible securities; and sell certain assets. The Additional Secured Debentures are secured by all current and future assets of the Company and ICM. The terms of the Secured DPAs do not have any financial covenants or market value test, and ICM is in compliance with the terms of the Additional Secured Debentures as of December 31, 2025. The Additional Secured Debentures are classified as long-term debt, net of issuance costs on the consolidated balance sheets. Certain of the Secured Lenders and Consenting Unsecured Lenders, including Gotham Green Fund 1, L.P., Gotham Green Fund 1 (Q), L.P., Gotham Green Fund II, L.P., Gotham Green Fund II (Q), L.P., Gotham Green Credit Partners SPV 1, L.P., Gotham Green Partners SPV V, L.P., Oasis Investments II Master Fund LTD., Senvest Global (KY), LP, Senvest Master Fund, LP, Parallax Master Fund, L.P. and Hadron Healthcare and Consumer Special Opportunities Master Fund, held greater than 5.0% of the outstanding common shares of the Company upon the closing of the Recapitalization Transaction. As principal owners of the Company, certain of the Consenting Unsecured Lenders are considered to be related parties.Note 10 - Share Capital (a) Share Capital Authorized: Unlimited common shares. The shares have no par value. The Company’s common shares are voting and dividend-paying. The following is a summary of the common share issuances for the year ended December 31, 2025: •On January 9, 2025, the Company issued common shares totaling 41,667 with respect to the Cheetah Acquisition (Refer to Note 4).•On January 14, 2025, the Company issued 26,661 common shares for vested restricted stock units (“RSUs”). The Company withheld 1,029 common shares to satisfy employees’ tax obligations of less than $0.1 million.•On April 1, 2025, the Company issued 213 common shares for vested RSUs. The Company withheld 67 common shares to satisfy employees’ tax obligations of less than $0.1 million. •On April 23, 2025, the Company withheld 9,910 common shares for RSUs to satisfy employees' tax obligations of $0.1 million. •On July 8, 2025, the Company issued 4,733 common shares for vested RSUs. The Company withheld 2,229 common shares to satisfy employees’ tax obligations of less than $0.1 million.•On August 15, 2025, the Company issued common shares totaling 41,666 with respect to the Cheetah Acquisition (Refer to Note 4).•On September 30, 2025, the Company issued 67,478 common shares for vested RSUs. The Company withheld 30,117 common shares to satisfy employees’ tax obligations of $0.2 million.•On November 14, 2025, the Company issued common shares totaling 41,667 with respect to the Cheetah Acquisition (Refer to Note 4). The following is a summary of the common share issuances for the year ended December 31, 2024. •On January 2, 2024, the Company issued common shares totaling 20,000 for the Hi-Med Settlement Agreement (Refer to Note 14).•On January 5, 2024, the Company issued 23,461 common shares for vested RSUs. The Company withheld 2,300 common shares to satisfy employees’ tax obligations of less than $0.1 million.•On February 2, 2024, the Company issued common shares totaling 2,000 for vested RSUs.•On February 27, 2024, the Company issued 61,314 common shares to the holders of the Senior Secured Bridge Notes to satisfy the amendment fee pertaining to the 2024 NJ Amendment.•On April 24, 2024, the Company issued common shares totaling 486 for vested RSUs. The Company withheld 162 common shares to satisfy employees’ tax obligations of less than $0.1 million.•On July 2, 2024, the Company issued common shares totaling 17,977 for vested RSUs. The Company withheld 6,423 common shares to satisfy employees’ tax obligations of less than $0.1 million.•On October 8, 2024, the Company issued common shares totaling 66,345 for vested RSUs. The Company withheld 19,830 common shares to satisfy employees’ tax obligations of $0.1 million.•On December 13, 2024, the Company issued common shares totaling 5,000 for the Ninth Square Settlement Agreement (Refer to Note 14).(b) Potentially Dilutive Securities The following table summarizes potentially dilutive securities, and the resulting common share equivalents outstanding as of December 31, 2025 and 2024: December 31, 2025 December 31, 2024 Common share options 7,877 7,877 Restricted stock units 381,258 325,539 Total 389,135 333,416 (c) Equity Incentive Plans On December 31, 2021, the Board approved the Company’s Amended and Restated Omnibus Incentive Plan (the “Omnibus Incentive Plan”) dated October 15, 2018, whereas, the Company may award stock options or RSUs (the "Awards") to board members, officers, employees or consultants of the Company. The Omnibus Incentive Plan authorizes the issuance of up to 20% of the number of outstanding shares of common stock of the Company.Awards generally vest over a three-year period and the estimated fair value of the Awards at issuance is recognized as compensation expense over the related vesting period.Stock Options The Company's stock options are currently held by two former officers of the Company which have fully vested on July 10, 2023. Share-based compensation expense related to stock options for the year ended December 31, 2025 was $Nil (December 31, 2024 — $Nil), and is presented in selling, general and administrative expenses on the consolidated statements of operations. The following table summarizes certain information in respect of option activity during the period: Year Ended December 31, 2025 Year Ended December 31, 2024 Units Weighted AverageExercise Price Weighted Average Contractual Life Units Weighted AverageExercise Price Weighted Average Contractual Life Options outstanding, beginning 7,877 $ 0.05 5.53 7,877 $ 0.05 6.78 Granted — — — — — — Cancellations — — — — — — Forfeitures — — — — — — Expirations — — — — — — Options outstanding, ending (1) 7,877 $ 0.05 4.53 7,877 $ 0.05 5.53 (1)As of December 31, 2025, 7,877 of the stock options outstanding were exercisable (December 31, 2024—7,877). The Company used the Black-Scholes option pricing model to estimate the fair value of the options at the grant date using the following ranges of assumptions: The expected volatility was estimated by using the historical volatility of the Company. The expected life in years represents the period of time that options granted are expected to be outstanding. In accordance with Staff Accounting Bulletin (“SAB”) Topic 14, the Company uses the simplified method for estimating the expected term. The Company believes the use of the simplified method is appropriate due to the employee stock options qualifying as “plain-vanilla” options under the criteria established by SAB Topic 14. The risk-free rate was based on the United States bond yield rate at the time of grant of the award. Expected annual rate of dividends is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. There was no stock option activity for the years ended December 31, 2025 and 2024.Restricted Stock Units On December 31, 2021, the Board approved a long-term incentive program, pursuant to which, on July 26, 2022, the Company issued certain employees of the Company and its subsidiaries, RSUs, under the Company’s Omnibus Incentive Plan. RSUs represent a right to receive a single common share that is both non-transferable and forfeitable until certain conditions are satisfied. On December 31, 2021 and June 23, 2022, the Board approved the allocation of 363,921 and 26,881 RSUs, respectively, to Board members, directors, officers, and key employees of the Company. The RSUs granted by the Company vest upon the satisfaction of both a service-based condition of three years and a liquidity condition, the latter of which was not satisfied until the closing of the Recapitalization Transaction. As the liquidity condition was not satisfied until the closing of the Recapitalization Transaction, in prior periods, the Company had not recorded any expense related to the grant of RSUs. Share-based compensation expense in relation to the RSUs is recognized using the graded vesting method, in which compensation costs for each vesting tranche is recognized ratably from the service inception date to the vesting date for that tranche. The fair value of the RSUs is determined using the Company’s closing stock price on the grant date. Certain RSU recipients were also holders of the Original Awards, which were cancelled upon closing the Recapitalization Transaction. The RSUs granted to these employees have been treated as replacement awards (the “Replacement RSUs”) and are accounted for as a modification to the Original Awards. As the fair value of the Original Awards was $Nil on the modification dates, the incremental compensation cost recognized is equal to the fair value of the Replacement RSUs on the modification date, which shall be recognized over the remaining requisite service period. Periodically, the Board awards RSUs to its members and officers. On November 26, 2024, the Board awarded 144,500 RSUs to four Board members. The RSUs shall vest over a period of one year. The fair value of RSUs is determined on the grant date and is amortized over the vesting period on a straight-line basis.On April 25, 2025, the Board awarded 5,672 RSUs to four officers. The RSUs shall vest over a period of one year. The fair value of RSUs is determined on the grant date and is amortized over the vesting period on a straight-line basis.The most recent issuances were on September 29, 2025, where 250 RSUs were issued to an employee and on December 1, 2025, where 149,332 RSUs were issued to six officers. The RSUs vest over a period of one to three years. The fair value of RSUs is determined on the grant date and is amortized over the vesting period on a straight-line basis.During the year ended December 31, 2025, the Company recognized $1.8 million of share-based compensation expense associated with the RSUs (December 31, 2024 — $2.1 million). Share-based compensation expense is presented in selling, general and administrative expenses on the consolidated statements of operations. As of December 31, 2025, there was approximately $1.7 million of total unrecognized compensation cost related to unvested RSUs which is expected to be recognized over a weighted-average service period of one year.The following table summarizes certain information in respect of RSU activity during the period: Year Ended December 31, 2025 Year Ended December 31, 2024 Units WeightedAverageGrant Price Units WeightedAverageGrant Price Unvested balance, beginning 298,877 $ 0.01 315,668 $ 0.02 Granted 155,254 0.00 144,500 0.01 Vested (186,757 ) 0.01 (126,957 ) 0.02 Forfeited (450 ) 0.01 (34,334 ) 0.02 Unvested balance, ending 266,924 $ 0.01 298,877 $ 0.01 Note 11 - Segment Information Management, including the Company’s Chief Executive Officer, who is considered the Company’s Chief Operating Decision Maker (“CODM”) (as defined in the FASB ASC Topic 280 Segment Reporting), assesses segment performance based on segment revenues, gross margins, and net income/(loss). For instance, the CODM uses both segment gross profit and segment profit/loss from operations to allocate resources (including labor or capital resources) to each of the geographical locations (entities) in the forecasts. An analysis of the gross profit from the regions enables decisions regarding marketing activities, additional investments or scale back of expansion plans, as well as implementation of cost management strategies. The Company divides its reportable operating segments primarily by geographic region. The Company has two reportable operating segments: Eastern Region and Western Region. The Eastern Region includes the Company’s operations in Florida, Maryland, Massachusetts, New York, New Jersey, Illinois, and Pennsylvania. The Western Region includes the Company’s operations in Arizona and results from the Nevada business through June 24, 2024 when it was sold and subsequently deconsolidated. The two geographic regions are looked at separately by the CODM and Company’s management as the operations within those regions are in different stages of development. The operations comprising the Western Region are more established than those in the Eastern Region. Most of the Company’s financial and operational growth is being driven by the Eastern Region. Both the Eastern Region and the Western Region segments generate revenues from the sale of cannabis products through retail dispensaries as well as wholesale supply agreements. The “Other” category in the disclosure below comprises items not separately identifiable to the two reportable operating segments and are not part of the measures used by the Company when assessing the reportable operating segments’ results. It also includes items related to operating segments of the Company that did not meet the quantitative thresholds under ASC 280-10-50-12 to be considered reportable operating segments, nor did they meet the aggregation criteria under ASC 280-10-50-11 to qualify for aggregation with one of the two reportable operating segments of the Company. All inter-segment profits are eliminated upon consolidation. Reportable Segments Year Ended December 31, 2025 2024 Revenues, net of discounts Eastern Region(1) $ 133,605 $ 128,553 Western Region(2) 10,381 39,014 Total $ 143,986 $ 167,567 Gross profit Eastern Region $ 61,025 $ 60,219 Western Region 4,672 14,895 Total $ 65,697 $ 75,114 Operating expenses: Selling, general and administrative expenses Eastern Region $ 39,531 $ 34,555 Western Region 3,474 8,360 Other 17,881 19,267 Total $ 60,886 $ 62,182 Depreciation and amortization Eastern Region $ 13,995 $ 15,186 Western Region 2,161 7,033 Other 1,059 462 Total $ 17,215 $ 22,681 Write-downs, (recoveries) and other charges, net Eastern Region $ 2,814 $ (1,985 ) Western Region — 429 Other 199 320 Total $ 3,013 $ (1,236 ) Income (loss) from operations Eastern Region $ 4,684 $ 12,463 Western Region (963 ) (927 ) Other (19,139 ) (20,049 ) Total $ (15,418 ) $ (8,513 ) Other income (expenses), net Eastern Region $ 3,823 $ (868 ) Western Region 27,994 (3,307 ) Other (39,565 ) (12,626 ) Total $ (7,748 ) $ (16,801 ) Income tax (benefit) expense Eastern Region $ 9,309 $ 10,440 Western Region 2,251 8,513 Other 5,478 (36,631 ) Total $ 17,038 $ (17,678 ) Net income (loss) Eastern Region $ (1,878 ) $ 1,157 Western Region 24,780 (12,749 ) Other (63,105 ) 3,956 Total $ (40,203 ) $ (7,636 ) (1)Eastern region includes revenue from the sale of our new Cheetah brand of products in Illinois and Pennsylvania.(2)Western region no longer includes Nevada operations as results were deconsolidated as of June 24, 2024. Supplemental Segment Disclosures: Year Ended December 31, 2025 2024 Purchase of property, plant and equipment Eastern Region $ 25,288 $ 5,232 Western Region — 189 Other 377 98 Total $ 25,665 $ 5,519 Purchase of other intangible assets Eastern Region $ — $ 20 Other 4,826 185 Total $ 4,826 $ 205 As of December 31, As of December 31, 2025 2024 Assets Eastern Region $ 225,124 $ 212,007 Western Region 8,454 40,124 Other 22,408 18,912 Total $ 255,986 $ 271,043 Major Customers Major customers are defined as customers that each individually accounted for greater than 10% of the Company’s annual revenues. For the years ended December 31, 2025 and 2024, no sales were made to any one customer that represented in excess of 10% of the Company’s total revenues. Geographic Information As of December 31, 2025 and 2024, substantially all of the Company’s assets were located in the United States and all of the Company’s revenues were earned in the United States. Disaggregated Revenues The Company disaggregates revenues into categories that depict how the nature, amount, timing and uncertainty of the revenues and cash flows are affected by economic factors. For the years ended December 31, 2025 and 2024, the Company disaggregated its revenues as follows: Year Ended December 31, 2025 2024 Revenues, net of discounts iAnthus branded products $ 63,168 $ 84,904 Third party branded products 55,128 64,506 Wholesale/bulk/other products 25,690 18,157 Total $ 143,986 $ 167,567 Note 12 - Financial Instruments Fair values have been determined for measurement and/or disclosure purposes based on the following methods. The Company characterizes inputs used in determining fair value using a hierarchy that prioritizes inputs depending on the degree to which they are observable. The levels of the fair value hierarchy are as follows: •Level 1 – fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities; •Level 2 – fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and •Level 3 – fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs). The carrying values of cash, receivables, payables and accrued liabilities approximate their fair values because of the short- term nature of these financial instruments. Balances due to and due from related parties have no terms and are payable on demand, thus are also considered current and short-term in nature, hence carrying value approximates fair value. The component of the Company’s long-term debt attributed to the host liability is recorded at amortized cost. Investments in debt instruments that are held to maturity are also recorded at amortized cost. The following table summarizes the fair value hierarchy for the Company’s financial assets and financial liabilities that are re-measured at their fair values periodically: As of December 31, 2025 As of December 31, 2024 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Financial assets Long term investments $ 2 $ — $ 840 $ 842 $ 10 $ — $ 853 $ 863 Financial liabilities Contingent consideration payable $ — $ — $ 3,407 $ 3,407 $ — $ — $ 3,127 $ 3,127 There were no transfers or change in valuation method between Level 1, Level 2, and Level 3 within the fair value hierarchy during the years ended December 31, 2025 and 2024. Financial Assets The Company’s investment in 4 Front Venture Corp. as of December 31, 2025 and 2024, is considered to be a Level 1 instrument because it is comprised of shares of a public company, and there is an active market for the shares and observable market data, or inputs are now available. Level 1 investments are comprised of equity investments which are re-measured at fair value using quoted market prices. Level 3 investments are comprised of two investments made by the Company in which it holds an equity interest. These two investments are in The Pharm Stand, LLC and Island Thyme, LLC. There have been no changes to Level 3 investments between December 31, 2025 and 2024. The Company exercises significant influence for one of these investments and therefore records this investment under the equity method. The investment was initially recognized at cost and the Company recognizes its proportionate share of earnings and losses from the investment each reporting period.The following table summarizes the changes in Level 1 and Level 3 financial assets: Financial Assets 4Front Venture Corp. The Pharm Stand, LLC Island Thyme, LLC Balance as of December 31, 2023 $ 56 — $ 679 Additions — 125 260 Revaluations (46 ) — — Loss on equity method investments — — (211 ) Balance as of December 31, 2024 $ 10 $ 125 $ 728 Additions — — — Revaluations (8 ) — — Loss on equity method investments — — (13 ) Balance as of December 31, 2025 $ 2 $ 125 $ 715 The Company’s financial and non-financial assets such as prepayments, other assets including equity accounted investments, property, plant and equipment, and intangibles, are measured at fair value when there is an indicator of impairment and are recorded at fair value only when an impairment charge is recognized. Financial Liabilities The following table summarizes the changes in the Company's Level 3 financial liabilities: Financial Liabilities Contingent Consideration Payable Balance as of December 31, 2024 $ 3,127 Consideration paid — Revaluations 280 Balance as of December 31, 2025 $ 3,407 As of December 31, 2025, the current portion of the contingent consideration payable is $1.1 million and is presented within accrued and other current liabilities on the consolidated balance sheets.The Company’s contingent consideration payable relates to the additional Earn-Out to be paid as part of the Cheetah Acquisition and is categorized as a Level 3 financial instrument within the fair value hierarchy, as specific valuation techniques using unobservable inputs is required. The Company is using a probability-weighted average scenario approach in assigning probabilities across multiple outcomes of the potential EBITDA earned from Cheetah which forms the basis of the Earn-Out. These assumptions include financial forecasts, discount rates, and growth expectations. As of December 31, 2025, the discount rate applied was the Company's incremental borrowing rate of 13.9% and growth expectations on potential EBITDA earned from Cheetah were in the range of 36% to 89% in 2026, and 0% to 20% in 2027. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s management.The following table summarizes the Company’s long-term debt instruments (Refer to Note 9) at their carrying value and fair value: As of December 31, 2025 As of December 31, 2024 Carrying Value Fair Value Carrying Value Fair Value June Unsecured Debentures $ 24,855 $ 23,831 $ 21,750 $ 20,142 June Secured Debentures 160,772 154,569 144,913 134,096 Secured Notes 8,359 8,089 14,968 15,223 Other — — 696 687 Total $ 193,986 $ 186,489 $ 182,327 $ 170,148 Note 13 - Commitments In the ordinary course of business, the Company enters into contractual agreements with third parties that include non-cancelable payment obligations, for which it is liable in future periods. These arrangements can include terms binding the Company to minimum payments and/or penalties if it terminates the agreement for any reason other than an event of default as described in the agreement. The following table summarizes the Company’s contractual obligations and commitments as of December 31, 2025: 2026 2027 2028 2029 2030 Operating leases $ 7,195 $ 6,849 $ 6,883 $ 6,668 $ 5,987 Service and other contracts 1,986 148 162 — — Long-term debt — 226,338 — 97 111 Contingent consideration payable from Cheetah Acquisition 1,087 2,319 — — — Total $ 10,268 $ 235,654 $ 7,045 $ 6,765 $ 6,098 The Company’s commitments include employees, consultants and advisors, as well as leases and construction contracts for offices, dispensaries and cultivation facilities in the U.S. and Canada. The Company has certain operating leases with renewal options extending the initial lease term for an additional one to 15 years. Sale of Certain Massachusetts AssetsOn February 9, 2024, ICH's wholly-owned subsidiary, Mayflower Medicinals Inc. ("Mayflower"), entered into an Asset Purchase Agreement (the "MA Purchase Agreement") with an unaffiliated third-party buyer (the "MA Buyer"), pursuant to which, Mayflower agreed to sell certain of its assets associated with its Holliston, Massachusetts cultivation and product manufacturing facility (the "Purchased Assets") for $3.0 million (the "Purchase Price"). The transaction closed on September 27, 2024 (the "MA Closing Date"). On the MA Closing Date, $0.5 million was paid in cash (the "Cash Closing Payment"), while the remaining $2.5 million of the Purchase Price will be paid in installments pursuant to two promissory notes (the "MA Notes") as follows: $0.5 million to be paid in equal monthly installments over eight months with interest accruing at 7% per annum, and $2.0 million to be paid in equal monthly installments over 36 months with interest accruing at 7% per annum. As security for payments under the notes, Mayflower executed a security agreement, granting it a first priority lien on the Purchased Assets. The proceeds from the Cash Closing Payment was used by the Company to satisfy certain federal tax obligations. The Company recognized a gain on disposal of $2.6 million, which was the difference between the aggregate fair value of the consideration and the carrying value of the net assets disposed as of the MA Closing Date, which was presented in "recoveries, write-downs and other charges, net" on the consolidated statements of operations for the year ended December 31, 2024. Since the MA Closing Date, the Company has not received any of the scheduled payments pursuant to the MA Notes from the MA Buyer. As a result, during the year ended December 31, 2025, the Company recorded credit loss provisions $1.8 million, which is included within "write-downs, recoveries, and other charges, net" on the consolidated statements of operations. As of December 31, 2025, the MA Notes, net of credit loss provisions is $0.5 million (December 31, 2024 - $2.3 million), which is the portion of the MA Notes that is secured for repayment via a pledge, under a guarantor's agreement executed by the parties.Divesture of Nevada BusinessOn February 23, 2024, the Company's wholly-owned subsidiary, GreenMart of Nevada NLV, LLC ("GMNV") entered into an Asset Purchase Agreement (the "NV Purchase Agreement") with an unaffiliated, third-party buyer (the "NV Buyer"), pursuant to which, GMNV agreed to sell substantially all of the assets of GMNV to the NV Buyer, including GMNV's co-located medical and adult-use cultivation and production facility in North Las Vegas, Nevada, its adult-use dispensary in Las Vegas, Nevada, and its two conditional adult-use dispensary licenses to be located in Henderson and Reno, Nevada (the "Business"). After closing adjustments, the aggregate proceeds to be received from the sale are $5.9 million (the "Purchase Price"). Of the total Purchase Price, $3.5 million was paid in cash at the closing of the NV Purchase Agreement ("NV Closing") and the remaining balance of the Purchase Price is to be paid on a quarterly basis, beginning six months after the NV Closing, over 36 months with interest accruing at 8% per annum. On February 23, 2024, GMNV also entered into a Management Agreement (the "NV Management Agreement"), pursuant to which, the NV Buyer's affiliated entity (the "Manager"), will assume full operational and managerial control of the Business, which was approved by the NV CCB and became effective as of June 24, 2024 (the “NV Management Agreement Effective Date”). As of the NV Management Agreement Effective Date, all operational control of GMNV was transferred to the Manager and the Company determined that it no longer had a controlling financial interest as of the NV Management Agreement Effective Date. The Company recognized an initial gain of $2.1 million, which was the carrying value of the net liabilities disposed from deconsolidation on the NV Management Agreement Effective Date, which was presented in "interest and other income" on the consolidated statements of operations for the year ended December 31, 2024. The NV Closing was subject to, among other customary conditions, receipt of approval of the Nevada Cannabis Compliance Board (the "NV CCB"). On March 20, 2025, the Company received approval from the NV CCB for the NV Purchase Agreement and transfer of the licenses to the NV Buyer. The effective closing date of the NV Closing is March 31, 2025 (the "NV Closing Date"). On the NV Closing Date, the Company received $3.5 million in cash of the Purchase Price, while the remainder is paid through quarterly repayments by way of a promissory note (the "NV Note") issued by the NV Buyer, in respect of which quarterly repayments commenced in September 2025. Accordingly, the Company recognized a gain of $5.7 million, which is the aggregate fair value of the consideration to be received from the Buyer, which is presented in "interest and other income" on the consolidated statements of operations for the year ended December 31, 2025. As of December 31, 2025, the balance outstanding on the NV Note including accrued interest was $2.2 million, of which, $1.1 million is classified within "other current assets" on the consolidated balance sheets. Sale of Certain Arizona AssetsOn February 6, 2025, the Company entered into definitive agreements (the "AZ Purchase Agreements") with an unaffiliated third-party buyer (the "AZ Buyer"), pursuant to which the Company agreed to sell three dispensaries and two processing/cultivation facilities in Arizona for aggregate consideration of approximately $36.5 million (the "AZ Transaction"). The AZ Transaction includes two dispensaries, a processing facility and a cultivation/processing facility located in Mesa, Arizona as well as one dispensary located in Phoenix, Arizona (collectively, the "Facilities"). Following the closing of the AZ Transaction, the Company will continue to operate one dispensary in Mesa, Arizona. Pursuant to the AZ Purchase Agreements, the Company agreed to sell and the AZ Buyer agreed to acquire, substantially all of the assets related to or used in connection with the Facilities, including, but not limited to, all cannabis licenses associated with such businesses and related real property (collectively, the "AZ Purchased Assets"), together with certain assumed liabilities related to the AZ Purchased Assets. The closing of the Transaction is subject to customary conditions precedent, including the receipt of applicable consents and regulatory approvals. The purchase price for the AZ Purchased Assets is approximately $36.5 million and will consist of approximately $20 million of cash payable at closing, subject to certain adjustments, and a secured promissory note to be issued by the AZ Buyer in the principal amount of $16.5 million (the "AZ Note"). The AZ Note will bear interest at a rate of six percent per annum compounded annually, with a term of 66 months. The AZ Transaction closed on February 14, 2025, with an effective closing date of February 10, 2025, which is the date the AZ Buyer assumed the financial benefit and risk relating to the AZ Purchased Assets. At this time, the Company received cash net of closing adjustments of $15.8 million and recognized the fair value of consideration receivable under the AZ Note of $13.5 million. Accordingly, the Company recognized a gain on deconsolidation of $6.3 million, which was difference between the aggregate fair value of the consideration and the carrying value of the net assets disposed from deconsolidation, which is presented in "interest and other income" on the consolidated statements of operations for the year ended December, 2025. On August 29, 2025 (the "AZ Note Closing Date"), the Company entered into a Promissory Note Purchase Agreement (“AZ Note Purchase Agreement”) with an unaffiliated third-party buyer (the “AZ Note Purchaser”) for the sale of the AZ Note. Pursuant to the AZ Note Purchase Agreement and as of the AZ Note Closing Date, the Company agreed to sell, assign, and transfer to the AZ Note Purchaser all its right, title, and interest in the AZ Note and related security documents (collectively, the “AZ Note Assets”). The aggregate consideration for the AZ Note Assets is $11.3 million, which is payable as follows: (i) $10.1 million in cash on the AZ Note Closing Date, subject to certain adjustments for transaction costs, and (ii) $1.2 million to be held in an escrow account to meet any shortfall amounts as contained in the AZ Note Purchase Agreement, with any outstanding balance in the escrow account to be transferred to the Company on the first anniversary of the AZ Note Closing Date. Prior to the sale of the AZ Note, the balance including accrued interest on the AZ Note was $12.7 million. Following the AZ Note Closing Date, the Company recognized a loss of $1.4 million, which was the difference between the aggregate fair value of the consideration and the carrying value of the AZ Note, which is presented in "interest and other income" on the consolidated statements of operations for the year ended December 31, 2025. Note 14 - Contingencies and Guarantees The Company is involved in lawsuits, claims, and proceedings, including those identified below, which arise in the ordinary course of business. In accordance with the FASB ASC Topic 450 Contingencies, the Company will make a provision for a liability when it is both probable that a loss has been incurred and the amount of the loss can be reasonably estimated. The Company believes it has adequate provisions for any such matters. The Company reviews these provisions in conjunction with any related provisions on assets related to the claims at least quarterly and adjusts these provisions to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel and other pertinent information related to the case. Should developments in any of these matters outlined below cause a change in the Company’s determination as to an unfavorable outcome and result in the need to recognize a material provision, or, should any of these matters result in a final adverse judgment or be settled for significant amounts, they could have a material adverse effect on the Company’s results of operations, cash flows, and financial position in the period or periods in which such a change in determination, settlement or judgment occurs. The Company expenses legal costs relating to its lawsuits, claims and proceedings as incurred. The Company has been named as a defendant in several legal actions and is subject to various risks and contingencies arising in the normal course of business. Based on consultation with counsel, management and legal counsel is of the opinion that the outcome of these uncertainties will not have a material adverse effect on the Company’s financial position. The events that allegedly gave rise to the following claims occurred prior to the Company’s closing of the MPX Acquisition in February 2019 are as follows: On May 29, 2019, Walmer Capital Limited (“Walmer”) and Island Investments Holdings Limited (“Island”) filed a statement of claim in the Ontario Superior Court of Justice against MPX Bioceutical ULC (“MPX ULC”). The claim arose from the debentures (the “MPX Debentures”) issued by MPX Bioceutical Corporation (“MPX Corporation”) in May 2018, the majority of which debentures were redeemed on April 24, 2019 by MPX ULC, a wholly-owned subsidiary of the Company and the successor entity to MPX Corporation following the MPX Acquisition. MPX ULC withheld the redemption of approximately $1.3 million of the original subscription amount of the MPX Debentures as MPX ULC was unable to confirm valid payment of such debentures (the “Disputed Debentures”). The plaintiffs’ statement of claim alleged that the plaintiffs were entitled to the Disputed Debentures and sought immediate conversion of such debentures into the Company’s common shares. In addition, the plaintiffs sought damages including, but not limited to, for breach of the Disputed Debentures and related indenture in the amount of $111.0 million and breach of a security subordination agreement in the amount of $3.5 million. On July 2, 2019, Walmer, Island, Walmer’s principal, Alastair Crawford (“Crawford”), Broughton Limited (“Broughton”) and Puddles 8 Limited (“Puddles”) filed a petition in British Columbia against the Company and its then directors based on the same facts as alleged in the statement of claim filed by Walmer and Island in the Ontario Superior Court of Justice and seeking a declaration that the respondents engaged in oppressive or unfairly prejudicial conduct and resulting damages. In September 2019, the parties to the Ontario action and the British Columbia petition agreed to consolidate the two proceedings into one action that addresses all issues in the British Columbia petition and agreed to discontinue the separate proceedings. On August 23, 2019, Walmer, Island, Crawford, Broughton and Puddles filed a notice of civil claim in the Supreme Court of British Columbia against MPX ULC, the Company and its then directors consolidating the allegations made in the previously commenced Ontario action and British Columbia petition and seeking, among other things: (i) a mandatory order compelling MPX ULC and the Company to convert the Disputed Debentures into common shares of the Company; (ii) damages for breach of the Disputed Debentures (and indentures) and breach of fiduciary obligations in the amount of $111.0 million; (iii) damages for breach of a security subordination agreement in the amount of $3.5 million; (iv) damages for breach of a consultancy agreement in the approximate amount of $0.4 million plus approximately $0.2 million plus certain warrants; and (v) damages for breach of the duty of good faith in the amount of $1.0 million. On October 31, 2019, the Company and MPX ULC served the plaintiffs with a response and counterclaim. On December 3, 2019, the plaintiffs served (i) a notice of application seeking an order to strike the Company’s and MPX ULC’s counterclaim against Timothy Childs, Island’s principal, in his personal capacity, on the basis that it alleges no cause of action against him and (ii) a notice of application for summary judgment. On February 11, 2020, the Company’s directors filed a defense to the plaintiffs’ claim with the Supreme Court of British Columbia. On August 22, 2023, Walmer, Island, Broughton, Crawford and Puddles filed a Notice of Intention to Proceed with their claim. On June 4, 2025, the plaintiffs filed an Amended Notice of Civil Claim (the "Amended Claim"), which, among other things, revised the relief sought by the plaintiffs. Pursuant to the Amended Claim, the plaintiffs are seeking: (i) damages for failure to pay the Disputed Debentures in the amount of $1.8 million plus bonus and interest; (ii) damages for breach of a consultancy agreement in amount of $0.4 million plus approximately $0.2 million; and (iii) damages for breach of the duty of good faith owed to the plaintiffs in the amount of $1.0 million. The Company and MPX ULC filed its response and counterclaim on July 4, 2025.In addition, the Company is currently reviewing the following matters with legal counsel and has not yet determined the range of potential losses: In October 2018, Craig Roberts and Beverly Roberts (the “Roberts”) and the Gary W. Roberts Irrevocable Trust Agreement I, Gary W. Roberts Irrevocable Trust Agreement II, and Gary W. Roberts Irrevocable Trust Agreement III (the “Roberts Trust” and together with the Roberts, the “Roberts Plaintiffs”) filed two separate but similar declaratory judgment actions in the Circuit Court of Palm Beach County, Florida against GrowHealthy Holdings, LLC (“GrowHealthy Holdings”) and the Company in connection with the acquisition of substantially all of GrowHealthy Holdings’ assets by the Company in early 2018. The Roberts Plaintiffs sought a declaration that the Company must deliver certain share certificates to the Roberts without requiring them to deliver a signed Shareholder Representative Agreement to GrowHealthy Holdings, which delivery was a condition precedent to receiving the Company share certificates and required by the acquisition agreements between GrowHealthy Holdings and the Company. In January 2019, the Circuit Court of Palm Beach County denied the Roberts Plaintiffs’ motion for injunctive relief, and the Roberts Plaintiffs signed and delivered the Shareholder Representative Agreement forms to GrowHealthy Holdings while reserving their rights to continue challenging the validity and enforceability of the Shareholder Representative Agreement. The Roberts Plaintiffs thereafter amended their complaints to seek monetary damages in the aggregate amount of $22.0 million plus treble damages. On May 21, 2019, the court issued an interlocutory order directing the Company to deliver the share certificates to the Roberts Plaintiffs, which the Company delivered on June 17, 2019, in accordance with the court’s order. On December 19, 2019, the Company appealed the court’s order directing delivery of the share certificates to the Florida Fourth District Court of Appeal, which appeal was denied per curiam. On October 21, 2019, the Roberts Plaintiffs were granted leave by the Circuit Court of Palm Beach County to amend their complaints in order to add purported claims for civil theft and punitive damages, and on November 22, 2019, the Company moved to dismiss the Roberts Plaintiffs’ amended complaints. On May 1, 2020, the Circuit Court of Palm Beach County heard arguments on the motions to dismiss, and on June 11, 2020, the court issued a written order granting in part and denying in part the Company’s motion to dismiss. Specifically, the order denied the Company’s motion to dismiss for lack of jurisdiction and improper venue; however, the court granted the Company’s motion to dismiss the Roberts Plaintiffs’ claims for specific performance, conversion and civil theft without prejudice. With respect to the claim for conversion and civil theft, the Circuit Court of Palm Beach County provided the Roberts Plaintiffs with leave to amend their respective complaints. On July 10, 2020, the Roberts Plaintiffs filed further amended complaints in each action against the Company including claims for conversion, breach of contract and civil theft including damages in the aggregate amount of $22.0 million plus treble damages, and on August 13, 2020, the Company filed a consolidated motion to dismiss such amended complaints. On October 26, 2020, Circuit Court of Palm Beach County heard argument on the consolidated motion to dismiss, denied the motion and entered an order to that effect on October 28, 2020. Answers on both actions were filed on November 20, 2020 and the parties commenced discovery. On September 9, 2021, the Roberts Plaintiffs filed a motion to consolidate the two separate actions, which motion was granted on October 14, 2021. On August 6, 2020, the Roberts filed a lawsuit against Randy Maslow, the Company’s now former Interim Chief Executive Officer, President, and director, in his individual capacity (the “Maslow Complaint”), alleging a single count of purported conversion. The Maslow Complaint was not served on Randy Maslow until November 25, 2021, and the allegations in the Maslow Complaint are substantially similar to those allegations for purported conversion in the complaints filed against the Company. On March 28, 2022, the court consolidated the action filed against Randy Maslow with the Roberts Plaintiffs’ action for discovery and trial purposes. As a result, the court vacated the matter’s initial trial date of May 9, 2022 and the case has not been reset for trial yet. On April 22, 2022, the parties attended a court required mediation, which was unsuccessful. On May 6, 2022, the Circuit Court of Palm Beach County granted Randy Maslow’s motion to dismiss the Maslow Complaint. On May 19, 2022, the Roberts filed a second amended complaint against Mr. Maslow (“Amended Maslow Complaint”). On June 3, 2022, Mr. Maslow filed a motion to dismiss the Amended Maslow Complaint, which was denied on September 9, 2022. On April 12, 2023, the Circuit Court of Palm Beach County set this matter for a jury trial to occur sometime between June 5, 2023 and August 11, 2023; however, the court rescheduled the jury trial and did not set a new trial date. On April 14, 2023, the Roberts Plaintiffs filed a partial Motion for Summary Judgment on liability for the Roberts Plaintiffs' claims for breach of contract and the Company filed a competing Motion for Summary Judgment on all claims against the Company. On April 21, 2023, Mr. Maslow also filed a Motion for Summary Judgment. All of the motions remain pending. On February 27, 2024, the Roberts Plaintiffs filed a Notice for Jury Trial with the Circuit Court of Palm Beach County, notifying the court that the matter was ready to be set for trial. On April 19, 2024, the Roberts Plaintiffs filed a Motion for Speedy Trial due to the ages and health of the Roberts Plaintiffs. On May 14, 2024, the court issued a scheduling order that, among other things, set this matter for a jury trial to occur sometime between October 21, 2024 and December 27, 2024; however, due to competing schedules of the parties, the court elected to specially set the trial. On October 15, 2024, the court issued an order specially setting the trial to begin on January 14, 2025; however, the court has vacated this trial date. On December 13, 2024, the court denied each of the parties' respective Motions for Summary Judgment. Further, the parties have been ordered by the court to attend mediation, which occurred on March 7, 2025 and was ultimately unsuccessful. On March 21, 2025, the court issued an order specially setting the trial to begin on April 8, 2025 and on the same day, the Company filed an objection to the order on the basis that that it was not timely issued. Also on March 21, 2025, the court scheduled a case management conference for March 28, 2025 and referred this matter to non-binding arbitration beginning on April 8, 2025. The parties attended non-binding arbitration on April 15, 2025, the results of which are confidential. On March 31, 2025, the court issued an order specially setting the trial to begin on June 17, 2025. On June 15, 2025, the parties executed a settlement agreement (the "Roberts Settlement Agreement"), pursuant to which, the Company agreed to pay the Roberts Plaintiffs a total sum of $5.5 million, payable as follows: (i) $1,250,000 within five (5) business days of executing the Roberts Settlement Agreement; (ii) $150,000 on January 5, 2026; and (iii) starting January 5, 2026, $4.1 million in equal monthly installments over thirty-six (36) months, bearing simple interest rate of 6% per year. On June 16, 2025, the parties filed a Joint Stipulation to Dismiss this matter with prejudice, which was approved by the court on June 17, 2025.On July 23, 2020, Blue Sky Realty Corporation filed a putative class action against the Company and the Company’s former Chief Financial Officer in the Ontario Superior Court of Justice (“OSCJ”) in Toronto, Ontario. On September 27, 2021, the OSCJ granted leave for the plaintiff to amend its claim (“Amended Claim”). In the Amended Claim, the plaintiff seeks to certify the proposed class action on behalf of two classes. “Class A” consists of all persons, other than any executive level employee of the Company and their immediate families (“Excluded Persons”), who acquired the Company’s common shares in the secondary market on or after April 12, 2019, and who held some or all of those securities until after the close of trading on April 5, 2020. “Class B” consists of all persons, other than Excluded Persons, who acquired the Company’s common shares prior to April 12, 2019, and who held some or all of those securities until after the close of trading on April 5, 2020. Among other things, the plaintiff alleges statutory and common law misrepresentation, and seeks an unspecified amount of damages together with interest and costs. The plaintiff also alleges common law oppression for releasing certain statements allegedly containing misrepresentations inducing Class B members to hold the Company’s securities beyond April 5, 2020. No certification motion has been scheduled. The Amended Claim also changed the named plaintiff from Blue Sky Realty Corporation to Timothy Kwong. The hearing date for the motion for leave to proceed with a secondary market claim under the Securities Act (Ontario) has been vacated. The parties have reached a settlement in principle, and November 16, 2023, the OSCJ certified the class for settlement purposes only. On February 20, 2024, the OSCJ held the settlement approval hearing and on March 8, 2024, issued its decision rejecting the proposed settlement. On August 19, 2021, Arvin Saloum (“Saloum”), a former consultant of the Company, filed a Demand for Arbitration with the American Arbitration Association (the “Arbitration Action”) against The Healing Center Wellness Center, Inc. (“THCWC”) and iAnthus Arizona, LLC (“iA AZ”), claiming a breach of a Consulting and Joint Venture Agreement (the “JV Agreement”) for unpaid consulting fees allegedly owed to Saloum under the JV Agreement. Saloum is claiming damages between $1.0 million and $10.0 million. On September 7, 2021, THCWC and iA AZ filed Objections and Answering Statement to Saloum’s Demand for Arbitration. On November 18, 2021, THCWC and iA AZ filed a Complaint for Declaratory Judgment (“Declaratory Judgment Complaint”) with the Arizona Superior Court, Maricopa County (“Arizona Superior Court”), seeking declarations that: (i) the JV Agreement is void, against public policy and terminable at will; (ii) the JV Agreement is unenforceable and not binding; and (iii) the JV Agreement only applies to sales under the Arizona Medical Marijuana Act. On January 21, 2022, Saloum filed an Answer with Counterclaims in response to the Declaratory Judgment Complaint. The Declaratory Judgment Complaint remains pending before the Arizona Superior Court. The Arbitration Action is stayed, pending resolution of the Declaratory Judgment Complaint. On April 25, 2023, the parties attended a mediation, which was unsuccessful. The parties are currently engaging in discovery. On March 23, 2026, Saloum filed a Partial Motion for Summary Judgment, seeking a declaration that the JV Agreement is binding upon THCWC, iA AZ and the Company (collectively, the "iAnthus Parties") because: (i) the iAnthus Parties ratified the JV Agreement by making payments to Saloum; (ii) the iAnthus Parties assumed the obligations under the JV Agreement in connection with the MPX Acquisition; (iii) the MPX Acquisition was a de-facto merger, meaning MPX Corporation's obligations became the iAnthus Parties'; and (iv) the iAnthus Parties are stopped from denying the enforceability of the JV Agreement because Saloum relied upon the iAnthus Parties' performance. The iAnthus Parties’ response is due on April 23, 2026.On May 23, 2022, CGX Life Sciences, Inc. (“CGX”), a wholly-owned subsidiary of the Company, filed a demand for arbitration (the “CGX Arbitration”) with the American Arbitration Association (“AAA”) against LMS Wellness, Benefit LLC (“LMS”) and its 100% owner, William Huber (“Huber” and together with LMS, the “Defendants”) for various breaches under the option agreements entered into between CGX and LMS, on the one hand, and CGX and Huber on the other (collectively, the “Option Agreements”). Specifically, CGX is seeking: (i) an order finding the Defendants in breach of the Option Agreements and directing specific performance by the Defendants of their obligations under the Option Agreements to complete the sale and transfer of LMS to CGX; (ii) an order either tolling or extending the closing date under the Option Agreements; (ii) an order requiring Huber to restore LMS’ bank account of all sums withdrawn for the payment of contracts entered into in breach of the Option Agreements; and (iii) an order prohibiting Huber from withdrawing any further funds from LMS’ bank account. On June 8, 2022, the Defendants filed an Answering Statement, denying the allegations raised by CGX and sent a notice to CGX, purporting to terminate the Option Agreements. In addition, on June 8, 2022, LMS filed a demand for arbitration (the “S8 Arbitration”) with the AAA against S8 Management, LLC (“S8”), alleging that S8 breached the Amended and Restated Management Services Agreement (the “MSA”) entered into between LMS and S8 on March 12, 2018. On June 24, 2022, the Defendants filed Motion to Consolidate the CGX Arbitration and S8 Arbitration. On July 5, 2022, CGX filed an opposition to the Defendants’ Motion to Consolidate and a cross-Motion to Stay the S8 Arbitration to allow the CGX Arbitration to proceed first. On July 26, 2022, the parties attended a preliminary conference with the arbitrator, at which conference the arbitrator preliminarily granted the Defendants’ Motion to Consolidate and denied CGX’s cross-Motion to Stay the S8 Arbitration. On October 7, 2022, CGX filed a dispositive motion for specific performance of Defendants’ obligations to complete the sale of LMS to CGX (claims (i) and (ii), above), which Defendants opposed. On October 31, 2022, the arbitrator granted CGX’s dispositive motion and ordered Defendants to complete the sale of LMS to CGX. The remaining claims asserted in the CGX Arbitration (claims (iii) and (iv), above) and the S8 Arbitration remain pending. On November 30, 2022, Defendants filed a Petition to Vacate Arbitration Award. CGX’s filed its response on January 30, 2023, and subsequently the Defendants filed a Request for Hearing on February 3, 2023. The Circuit Court for Baltimore County had a hearing on the Petition to Vacate Arbitration Award on February 21, 2024, and on March 4, 2024, the Circuit Court for Baltimore County denied Defendants' Petition to Vacate Arbitration Award. On April 8, 2024, the Defendants submitted the required ownership transfer paperwork to the Maryland Cannabis Administration (the "MCA") to request approval of the transfer of ownership of LMS to CGX following the denial of the Defendants' Petition to Vacate Arbitration Award. Also on April 8, 2024, the Defendants requested that the MCA either deny the ownership transfer of LMS to CGX, or delay their consideration of the request until the S8 Arbitration is complete. On April 22, 2024, the MCA notified the parties that it will wait to consider the request to transfer ownership of LMS to CGX until the S8 Arbitration is complete. Beginning on July 15, 2024, the parties attended a hearing regarding claims (iii) and (iv) in the CGX Arbitration and the claims in the S8 Arbitration. The parties filed post-hearing briefs on August 27, 2024 and oral argument regarding the post-hearing briefs was held on September 16, 2024. On September 24, 2024, the arbitrator issued his final award, in which he denied the claims of all parties in the CGX Arbitration and S8 Arbitration. Upon completion of the CGX Arbitration and S8 Arbitration, CGX continued to pursue regulatory approval of the transfer of ownership of LMS to CGX from the MCA. On March 4, 2025, the MCA approved the transfer of 100% of the ownership of LMS to CGX.Pursuant to the terms of the Option Agreements, LMS and Huber are required to close the transaction and transfer 100% of the membership interests of LMS to CGX within two (2) business days of receipt of the MCA's approval, as that was the final closing condition to be satisfied. Accordingly, CGX demanded that LMS and Huber close no later than March 7, 2025. LMS and Huber failed to close and on March 10, 2025, CGX filed a Motion to Enforce Judgment to mandate that LMS and Huber transfer ownership of LMS to CGX, among other things. LMS and Huber have not responded to CGX's motion yet. On March 7, 2025, LMS filed an action in the Circuit Court for Anne Arundel County, seeking a writ of mandamus, temporary restraining order and preliminary injunction against the MCA on the basis that the MCA violated the law by issuing its March 4, 2025 approval regarding the transfer of 100% of the ownership of LMS to CGX. Specifically, LMS is seeking an order that the MCA be compelled to rescind its approval because ownership of LMS's license cannot be transferred for five (5) years, or until July 1, 2028, because LMS converted its medical-only license to a dual license on July 1, 2023. On March 12, 2025, the MCA filed its opposition to LMS, arguing, among other things, that the court order exception to the 5-year restriction on transfers applies. Also on March 12, 2025, CGX intervened and filed an opposition to LMS, incorporating the MCA's opposition. On March 14, 2025, the parties attended a court conference and the court denied LMS's motion for a temporary restraining order. On April 18, 2025, the court granted CGX’s Motion to Enforce Judgment and ordered LMS and Huber to close the transaction and transfer 100% of the membership interests of LMS to CGX no later than April 21, 2025. On April 21, 2025, LMS complied with the court’s order and CGX now owns 100% of LMS. As a result, this matter is now resolved.On June 20, 2023, LMS filed a complaint in the United States District Court for the District of Maryland against the Company and three wholly-owned subsidiaries of the Company (the "iAnthus Defendants"), alleging conversion, RICO violations and unjust enrichment and seeking damages in excess of $4.5 million, plus treble damages (the "Federal Complaint"). The allegations in the Federal Complaint appear substantially similar to, and appear to arise from substantially the same operative facts as, those alleged by LMS in the CGX Arbitration, the S8 Arbitration, and in support of the Defendants' Petition to Vacate Arbitration Award. The iAnthus Defendants deny LMS’s allegations alleging unlawful conduct. The iAnthus Defendants filed a Motion to Dismiss (Or Stay the Proceedings) the Federal Complaint on September 11, 2023. On March 12, 2024, the Court granted the iAnthus Defendants' motion and administratively stayed the Federal Complaint pending the outcome of the CGX Arbitration and the S8 Arbitration. On November 1, 2024, LMS filed a voluntary notice of dismissal, dismissing the Federal Complaint. On November 4, 2024, the court ordered that LMS’s notice of dismissal be adopted and further ordered that the Federal Complaint be dismissed.On June 20, 2022, Michael Weisser (“Weisser”) commenced a petition (the “Petition”) in the Supreme Court of British Columbia (the “Court”) against the Company and the Company’s former board of directors. In the Petition, Weisser sought: (i) a declaration that the affairs of Company and its then-board of directors were being conducted or have been conducted in a manner that is oppressive and/or prejudicial to Weisser; (ii) an order that Weisser is entitled to call and hold the Company’s annual general meeting for 2020 ( “2020 AGM”) on or before June 30, 2022 or a date set by the Court as soon as reasonably possible; (iii) alternatively, an order that the Company hold the 2020 AGM on or before June 30, 2022 or a date set by the Court as soon as reasonably possible; (iv) an order that the Company set the record date for the 2020 AGM; (v) an order that Weisser is entitled to appoint a chair for the 2020 AGM, or that the Court appoint an independent chair for the 2020 AGM; and (vi) an order that the Company be required to provide Weisser with an opportunity to review all votes and proxies submitted in respect of the 2020 AGM, no later than 24 hours in advance of the 2020 AGM. On June 22, 2022, Weisser was granted a short leave by the Court which permitted a return date for the Petition of June 28, 2022. On June 24 2022, the Company closed the Recapitalization Transaction and the Company noticed the 2020 AGM, the annual general meeting for 2021 (“2021 AGM”) and the annual general meeting for 2022 (the “2022 AGM” and together with the 2020 AGM and 2021 AGM, the “AGMs”). As a result, Weisser’s Petition was rendered moot. On November 14, 2022, Weisser filed an application (the “Application”) in the Petition proceeding, seeking to add the Secured Lenders and Consenting Unsecured Lenders as respondents to the Petition and to amend the Petition. Specifically, Weisser is seeking to amend the Petition to request: (i) a declaration that the affairs of the Secured Lenders, Consenting Unsecured Lenders, the Company and the powers of its then-directors have been and are continuing to be conducted in a manner that is oppressive and/or prejudicial to Weisser; (ii) an order setting aside and/or unwinding the closing of the Recapitalization Transaction; (iii) an order setting aside the results of the Company’s annual general meeting held August 11, 2022; (iv) an order that the 2020 AGM be held by December 31, 2022; (v) an order that the Company set the record date for the 2020 AGM to hold the meeting by December 31, 2022; (vi) an order that for purposes of voting at the 2020 AGM, the shareholdings of the Company be those shareholdings that existed prior to the closing of the Recapitalization Transaction; (vii) an order that Weisser is entitled to appoint a chair for the 2020 AGM, or that the Court appoint an independent chair for the 2020 AGM; (viii) an order that the Company be required to provide Weisser with an opportunity to review all votes and proxies submitted in respect of the 2020 AGM, no later than 24 hours in advance of the 2020 AGM; and (ix) an order that pending the 2020 AGM, the Company’s current board of directors be replaced by an interim slate of directors to be nominated by Weisser. On May 2, 2023, ICH and its former directors filed their response to the Petition, opposing all orders sought by Weisser, in part, as the Petition is barred by the releases in the Plan of Arrangement and constitutes a collateral attack on Justice Gomery's order approving the Plan. Weisser has not requested a hearing date on the Petition yet. On April 5, 2023, Canaccord Genuity Corp. ("Canaccord") filed a Statement of Claim against the Company in the OSCJ pursuant to an engagement letter (as amended, the "Engagement Letter") entered into by and between Canaccord and the Company. Specifically, Canaccord alleges that it is owed a cash fee equal to approximately $2.2 million(the "Alleged Fee") pursuant to the Engagement Letter as a result of the closing of the Recapitalization Transaction. The Company filed its Statement of Defense on May 17, 2023 in which, the Company disputes that it owes the Alleged Fee on the basis that the Recapitalization Transaction closed outside of the tail period of the Engagement Letter, which expired on November 4, 2021. The Company also filed a counterclaim against Canaccord, seeking the repayment of $0.3 million payment mistakenly made by the Company towards the Alleged Fee in October 2022. On November 3, 2023, Canaccord filed a Motion for Summary Judgment, requesting that the court grant Canaccord's claim for the Alleged Fee. The hearing on Canaccord's Motion for Summary Judgment was held on June 26, 2025. On August 8, 2025, the parties executed a settlement agreement, pursuant to which, the Company agreed to pay Canaccord a total sum of $2.0 million, payable as follows: (i) $0.3 million by August 20, 2025; and (ii) $1.7 million in 24 equal monthly installments, beginning on September 19, 2025.Note 15 - Related Party Transactions December 31, December 31, 2025 2024 Financial Statement Line Item Long-term debt, net of issuance costs (1) 188,088 177,925 Accrued and other current liabilities 4,032 9,461 Total $ 192,120 $ 187,386 (1)Upon the closing of the Recapitalization Transaction, certain of the Company’s lenders held greater than 5.0% of the voting interests in the Company and therefore are classified as related parties. Refer to Note 9 for further discussion. Pursuant to the terms of the Secured DPA, the Company has a related party payable of $6.3 million due to certain of the New Secured Lenders, including Gotham Green Fund 1, L.P., Gotham Green Fund 1 (Q), L.P., Gotham Green Fund II, L.P., Gotham Green Fund II (Q), L.P., Oasis Investment Master II Fund LTD., Senvest Global (KY), LP, Senvest Master Fund, LP and Hadron Healthcare and Consumer Special Opportunities Master Fund, for certain out-of-pocket costs, charges, fees, taxes and other expenses incurred by the New Secured Lenders in connection with the closing of the Recapitalization Transaction (the “Deferred Professional Fees”). These New Secured Lenders held greater than 5.0% of the outstanding common shares of the Company upon the closing of the Recapitalization Transaction and are therefore considered to be related parties. The Company had until December 31, 2022, to pay the Deferred Professional Fees ratably based on the amount of each New Secured Lender’s Deferred Professional Fees. The Deferred Professional Fees accrued simple interest at the rate of 12.0% from the Closing Date until December 31, 2022. Beginning with the first business day of the month following December 31, 2022, interest shall accrue on the Deferred Professional Fees at the rate of 20.0% calculated on a daily basis and is payable on the first business day of every month until the Deferred Professional Fees and accrued interest thereon is paid in full.On February 5, 2025, the Company entered into consent and release agreement with Secured Lenders to utilize cash proceeds upon the closing of the AZ Transaction to payments in the amount of $5.0 million towards the principal amount outstanding under the Deferred Professional Fees. In addition, the Secured Lenders agreed to reduce the outstanding amount of the Deferred Professional fees by $1.0 million and reduce interest to 8% on the remaining balance. On September 2, 2025, the Company applied cash proceeds from the sale of the AZ Note, utilizing $0.3 million toward the remaining principal and $0.9 million toward accrued interest under the Deferred Professional Fees. As of December 31, 2025, the outstanding related party portion of the Deferred Professional Fees including accrued interest was $2.2 million (December 31, 2024 – $9.2 million). The related party balance is presented in accrued and other current liabilities on the consolidated balance sheets.Pursuant to the terms of 2024 NJ Amendment, interest accruing after February 16, 2024 will be payable in cash on the last day of each fiscal quarter (the first such interest payment date being May 16, 2024). As of December 31, 2025 the outstanding related party portion of the interest payable was $0.1 million (December 31, 2024 - $0.2 million) presented in accrued and other current liabilities on the consolidated balance sheets.Note 16 - Income Taxes Income tax (benefit) expense for the years ended December 31, 2025 and 2024 consisted of the following: 2025 2024 Current income (benefit) tax expense Federal $ 16,355 $ (9,215 ) State 683 11,811 Total current income tax expense 17,038 2,596 Deferred income tax recoveries Federal — (16,053 ) State — (4,221 ) Total deferred income tax benefit — (20,274 ) Income tax (benefit) expense $ 17,038 $ (17,678 ) Income tax expense differed from the amount computed by applying the federal statutory tax rate of 21.0% for the years ended December 31, 2025 and 2024 due to the following: 2025 2024 Pretax loss at federal statutory rate $ (4,865 ) 21.0% $ (5,316 ) 21.0% State income taxes, net of federal expense (362 ) -1.6% (244 ) 1.0% Foreign income taxes (428 ) -1.8% (848 ) 3.3% Non-deductible items 328 1.4% 1,065 -4.2% True-up of income taxes payable 11,232 48.5% (6,573 ) 26.0% Uncertain tax positions 4,821 20.8% 5,363 -21.2% Other items (5,226 ) -22.6% (20 ) 0.1% Change in valuation allowance 11,538 49.8% (11,105 ) 43.9% Income tax (benefit) expense $ 17,038 73.6% $ (17,678 ) 69.8% The tax effects of temporary differences that give rise to significant portions of the deferred income tax assets and liabilities as of December 31, 2025 and 2024 are presented below: 2025 2024 Deferred income tax assets: Net operating loss carryforwards $ 39,401 $ 52,183 Interest expense carryforwards 44,875 35,596 Stock based compensation 14,173 12,486 Intangible assets 5,019 6,650 Property, plant and equipment 3,126 6,696 Inventories 41 166 Other items 9,047 1,103 115,682 114,880 Valuation allowance (95,973 ) (94,151 ) Deferred income tax assets $ 19,709 $ 20,729 Deferred income tax liabilities: Intangibles resulting from acquisitions (19,709 ) (20,729 ) Deferred income tax liabilities (19,709 ) (20,729 ) Net deferred income tax liabilities $ — $ — As of December 31, 2025, the Company has Canadian non-capital loss carryforwards of $131.1 million available to offset future income which will expire in the years 2026 through 2043. As of December 31, 2025, the Company has federal net operating loss carryforwards of approximately $152.5 million with a portion that will begin to expire in the years 2035 through 2037. Additionally, the Company has net operating loss carryforwards for state purposes aggregating $142.1 million as of December 31, 2024, of which a portion will begin to expire in the years 2028 through 2043. For the year ended December 31, 2025, the Company has established a full valuation allowance based on management’s assertion that certain deferred tax assets, related to net operating loss carryforwards, are not realizable in the near future due to operating losses incurred as we continue to expand the business and Section 163(j) limitation on interest expense deductibility. In general, under Section 382 of the U.S. Internal Revenue Code of 1986, as amended, a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its pre-change net operating loss carryforwards (“NOLs”) to offset future taxable income. Similarly, where control of a corporation has been acquired by a person or group of persons, subsection 111(5) of the Income Tax Act (Canada), and equivalent provincial income tax legislation restrict the corporation’s ability to carry forward non-capital losses from preceding taxation years. The Company concluded that the Recapitalization Transaction which closed on June 24, 2022 did not qualify as an acquisition of control for Canadian tax purposes; therefore, the Company’s existing Canadian non-capital losses are unlimited and continue to have a full valuation allowance set against its deferred tax assets. The U.S. NOLs will be subject to a substantial annual limitation arising from the Company’s ownership changes. As a result, a full valuation allowance has been recorded by the Company on these deferred tax assets as well as any Section 163(j) interest limitation deduction carryforwards. The Section 382 limitation is increased by recognized built-in gain (“RBIG”) in the five-year period following the change date to the extent that the value of the loss corporation’s assets exceed the tax basis of these assets. Under the Section 338 approach, assets are treated as generating RBIG even if these assets are not disposed of during the five-year recognition period. The Company is in the process of reviewing the tax basis of their fixed assets so it can compare it to the deemed selling price under Section 382 of the code. The Company is expecting that this calculation may result in a RBIG that would increase the Section 382 limitation available over the next five years. The Company files income tax returns in Canada, Luxembourg, United States and various state and local tax jurisdictions. The Company’s income tax years open to examination are 2013 through 2020 in Canada, and 2019 through 2022 in the United States. The Company record uncertain tax position when a tax position does not meet the 50% more-likely-than-not threshold. For the years ended December 31, 2025 and December 31, 2024, there was $106.9 million and $81.4 million, respectively in unrecognized tax benefits that if recognized, would impact our effective tax rate. As the Company operates in the cannabis industry within the United States, the Company considers Internal Revenue Code (“IRC”) Section 280E which generally allows a deduction for certain expenses directly related to sales of product. Based on our legal interpretation, we have established a reserve for uncertain tax positions related to the differences that would arise under IRC Section 280E. 2025 2024 Unrecognized tax benefits: Beginning balance $ 81,371 $ — Additions for tax positions related to current year 17,392 81,371 Additions for tax positions related to prior years 8,137 — Balance as of December 31, 2025 $ 106,900 $ 81,371 Note 17 – Consolidated Statements of Cash Flows Supplemental Information (a) Cash payments made on account of: Year Ended December 31, 2025 2024 Income taxes (including interest and penalties) $ 7,669 $ 4,402 Interest 1,486 1,525 (b) Changes in other non-cash operating assets and liabilities are comprised of the following: Year Ended December 31, 2025 2024 Decrease (increase) in: Accounts receivables, net $ 4,372 $ (1,762 ) Prepaid expenses (1,345 ) (190 ) Inventories, net (4,493 ) 1,570 Other current assets (1,776 ) 1,194 Other long-term assets 1,769 (641 ) Operating leases (1,659 ) (2,196 ) (Decrease) increase in: Accounts payable 1,935 (2,003 ) Accrued and other current liabilities (2,273 ) (55,362 ) Other non-current liabilities 2,532 (518 ) Uncertain tax position liabilities 10,220 54,304 $ 9,282 $ (5,604 ) (c) Depreciation and amortization are comprised of the following: Year Ended December 31, 2025 2024 Property, plant and equipment $ 7,003 $ 8,774 Operating lease ROU assets 2,075 2,055 Intangible assets 10,212 13,907 $ 19,290 $ 24,736 (d) Write-downs, (recoveries) and other charges, net are comprised of the following: Year Ended December 31, 2025 2024 Account receivable $ 306 $ 1,181 Notes receivable 1,808 — Share issuance — 320 Operating lease ROU assets — (136 ) Intangible assets 85 — Property, plant and equipment 814 (2,601 ) $ 3,013 $ (1,236 ) (e) Significant non-cash investing and financing activities are as follows: Year Ended December 31, 2025 2024 Supplemental Cash Flow Information: Non-cash consideration for paid-in-kind interest $ 14,820 $ 13,951 Non-cash issuance of shares for the Cheetah Acquisition 1,167 — Non-cash issuance of shares from Senior Secured Bridge Notes Amendment — 1,581 Assets classified as assets held for sale — 23,572 Liabilities classified as held for sale (2,347 ) Non-cash issuance of shares for legal settlements — 355 Non-cash issuance of Senior Secured Bridge Notes — 14,345 Non-cash extinguishment of Senior Secured Bridge Notes — (15,813 ) Note 18 - Subsequent Events Legal Proceedings Please refer to Note 14 for further discussion. Extension of INJ Senior Secured Bridge NotesOn February 16, 2026, the Company entered into amending agreements (the "2026 Bridge Notes Amendment") to the senior secured bridge notes (the “Senior Secured Bridge Notes”) originally issued by INJ on February 2, 2021, with the collateral agent and certain holders of the Senior Secured Bridge Notes in the aggregate initial principal amount of $11 million and having a maturity date of February 16, 2026. Pursuant to the 2026 Bridge Notes Amendment, the maturity date of the Bridge Notes has been extended from February 16, 2026, to June 24, 2027 in consideration of an amendment fee equal to two percent (2%) of the principal amount of such Senior Secured Bridge Notes as of the date of the 2026 Bridge Notes Amendment, payable on the amended maturity date. As of February 16, 2026, the aggregate principal amount outstanding on the Bridge Notes is approximately $8.4 million.Issuance of Common SharesOn January 6, 2026, the Company issued 113,424 common shares for vested RSUs to certain employees and directors. The Company withheld 910 common shares to satisfy employees' tax obligations of less than $0.1 million. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls Our Chief Executive Officer and our Chief Financial Officer have evaluated the effectiveness of our “disclosure controls and procedures” as of December 31, 2025, the end of the period covered by this Annual Report on Form 10-K. The term “disclosure controls and procedures” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files under the Exchange Act is accumulated and communicated to a company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Based on the evaluation of our disclosure controls and procedures as of December 31, 2025, our Chief Executive Officer and our Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were not effective due to material weaknesses, which could adversely affect our ability to record, process, summarize, and report financial data. Such weaknesses include: (1) We did not perform reviews of relevant Service Organization Control Reports for key third party service providers; (2) We did not perform an effective risk assessment or monitor internal controls over financial reporting.We have developed a plan to remediate the material weaknesses, which includes dedicating additional resources to assess and improve our ITGCs, and (ii) developing a roadmap to become SOX compliant by the required deadline. Management’s Annual Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rule 13a-15(f). Internal control over financial reporting is a process designed under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with GAAP. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. As of December 31, 2025, under the supervision and with the participation of our management, including Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework—2013. Based on this assessment, our management concluded that, as of December 31, 2025, our internal control over financial reporting was not effective due to material weaknesses in our internal control over financial reporting related to certain matters, including: (1) We did not perform reviews of relevant Service Organization Control Reports for key third party service providers; (2) We did not perform an effective risk assessment or monitor internal controls over financial reporting.In light of these material weaknesses, we performed additional analysis and other post-closing procedures to ensure the reliability of financial reporting and that our financial statements were prepared in accordance with GAAP. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.Our management with oversight from the Audit Committee of the Board of Directors have developed a plan to remediate these material weaknesses, which includes: (i) dedicate additional resources to assess and improve our ITGCs, and (iii) develop roadmap to become SOX compliant by the required deadline. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects. The material weaknesses will not be considered remediated, however, until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the exemption provided to issuers that are not “large accelerated filers” nor “accelerated filers” under the Dodd-Frank Wall Street Reform and Consumer Protection Act. Changes in Internal Control Over Financial Reporting There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(d) and 15d-15(d) under the Exchange Act) which occurred during the quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.ITEM 9B. OTHER INFORMATION Trading Arrangements During the quarterly period ended December 31, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.Additional Information None.ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. None. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The following table sets forth the name, age and positions of our executive officers and directors as of March 24, 2026. NAME AGE POSITION Richard Proud 45 Chief Executive Officer and Director Justin Vu 41 Chief Financial Officer Michelle Mathews-Spradlin 58 Chair of the Board Scott Cohen 56 Director Alexander Shoghi 43 Director Kenneth W. Gilbert 74 Director The business background and certain other information about our directors and executive officers is set forth below. Richard Proud. Mr. Proud was appointed to serve as the Company's Chief Executive and as a director of the Company's Board of Directors on July 17, 2023. Mr. Proud brings 20 years of leadership experience across cannabis, retail, wholesale, and international selling channels. Prior to joining iAnthus, Mr. Proud was most recently Executive Vice President of Revenue for Curaleaf - a vertically integrated multi-state cannabis operator and served in that role from June 2022 through July 2023. Mr. Proud also held the titles of Senior Vice President of Assortment Planning and Inventory Management and Vice President of Assortment Planning with Curaleaf between September 2020 through June 2022. Prior to joining Curaleaf, Mr. Proud was Head of Planning for Grassroots Cannabis from August 2019 to September 2020, which is when Grassroots Cannabis was acquired by Curaleaf. Prior to that, Mr. Proud held executive level positions for globally recognized consumer retail brands: Abercrombie & Fitch, Hollister, and Garage. Mr. Proud holds a Bachelor of Arts degree from The University of Georgia. The Company believes Mr. Proud is qualified to serve as a director of the Company because of his experience and background as an executive in cannabis and retail operations.Justin Vu. Mr. Vu was appointed to serve as the Company's Interim Chief Financial Officer on April 5, 2024, and the Company's permanent Chief Financial Officer on January 6, 2025. Mr. Vu joined the Company as its Senior Vice President of Finance and Strategy and was in that role since early 2023 until he was appointed the Company's Interim Chief Financial Officer. Prior to joining iAnthus, Mr. Vu worked as a financial consultant, including time with Irwin Naturals, a mass market nutraceutical brand, where he facilitated Irwin’s initial public offering and entrance into the psychedelic mental health care space. Prior to that, Mr. Vu worked within the media and entertainment industry, most recently serving as Director of Global Finance at Warner Bros. Mr. Vu holds a Master of Business Administration degree from UCLA’s Anderson School of Management and a bachelor’s degree in business economics from the University of California, Santa Barbara. He is a Certified Public Accountant in the state of California.Michelle Mathews-Spradlin. From 1993 until her retirement in 2011, Ms. Mathews-Spradlin worked at Microsoft Corporation (Nasdaq: MSFT) (“Microsoft”), where she served as Chief Marketing Officer and previously held several other key leadership positions. Prior to her employment with Microsoft, Ms. Mathews-Spradlin worked in the United Kingdom as a communications consultant for Microsoft from 1989 to 1993. She also held various roles at General Motors Co. from 1986 to 1989. As the CMO and SVP of Microsoft, Ms. Mathews-Spradlin oversaw the company’s global marketing function, including the household brands of Windows, Office, Xbox, Internet Explorer and Bing. Ms. Mathews-Spradlin led Microsoft’s consumer and business-to-business marketing to hundreds of millions of global customers. She was instrumental in driving the growth of Microsoft’s global business by building several of the world’s leading technology brands. As the most senior woman at Microsoft, she was also a strong advocate for female advancement and personally spearheaded the company’s network and mentoring program for female progression at the company. She retired from Microsoft in 2011, after 22 years. Ms. Mathews-Spradlin currently serves on the board of directors of The Wendy’s Company (Nasdaq: WEN) and in addition serves as a board member of several private companies, including Jacana Holdings Inc., The Bouqs Company and The Brand Tech Group (formerly known as You & Mr. Jones). She also previously served as a board member of Brandtech Group. She is also a digital advisory board member for Unilever PLC (NYSE: UL), a member of the board of trustees of the California Institute of Technology and a member of the executive board of the UCLA School of Theater, Film and Television. The Company believes Ms. Mathews-Spradlin is qualified to serve as a director of the Company because of her experience in senior leadership and C-suite positions. Scott Cohen. Mr. Cohen has over 25 years of professional investment experience, including public and private debt and equity securities. Mr. Cohen is currently a consultant to financially troubled companies and stakeholders, and an active investor in turnaround opportunities. Until 2017, Mr. Cohen was with Silver Rock Financial, a large family office, investing in debt and equity investments. Responsibilities included sourcing of both public and private debt, structuring debt securities and loans, and leading activist and restructuring transactions. Prior to Silver Rock Financial, Mr. Cohen was Managing Director and Portfolio Manager at Cerberus Capital Management (“Cerberus”). At Cerberus, Mr. Cohen’s responsibilities included analyzing, investing, and managing of a portfolio of primarily distressed assets. Most of these investments involved activist or control roles, from leading creditor committees to initiating negotiations with borrowers in restructurings. Mr. Cohen also worked closely with the private equity team at Cerberus on several large transactions, focusing on liability management within portfolio companies. Prior to joining Cerberus, Mr. Cohen worked in Merrill Lynch’s distressed debt trading group from 1992 to 1998, analyzing and investing in distressed corporate situations. From 1990 to 1992 he was an investment banker in Merrill’s High Yield Finance and Restructuring Group. Mr. Cohen is a 1990 graduate of Tufts University. The Company believes Mr. Cohen is qualified to serve as a director of the Company because of his experience and background in both private equity and capital markets. Alexander Shoghi. Mr. Shoghi is a Portfolio Manager at Oasis Management, a private investment management firm headquartered in Hong Kong. Mr. Shoghi joined Oasis in 2005, first based in Hong Kong, and subsequently relocating to the U.S. as the founder and manager of Oasis Capital in Austin, Texas in early 2012. From 2004 to 2005, Mr. Shoghi worked at Lehman Brothers in New York City. Mr. Shoghi holds a Bachelor of Science of Business Administration in Finance and International Business degree from Georgetown University. The Company believes Mr. Shoghi is qualified to serve as a director of the Company because of his experience and background in finance. Kenneth W. Gilbert. From October 2012 until his retirement in December 2017, Mr. Gilbert served as the Group Chief Marketing Officer of VOSS of Norway ASA (“VOSS”), a global manufacturer and marketer of premium bottled water. Prior to joining VOSS, Mr. Gilbert founded and served as the President of RazorFocus, a marketing consultant practice, from May 2005 to October 2012. Prior to that time, he served as President and Chief Operating Officer of UniWorld Group, Inc., a multicultural advertising agency in the U.S., from May 2003 to June 2004. From September 1995 to April 2001, Mr. Gilbert worked at Snapple Beverage Corporation (formerly Snapple Beverage Group, Inc.) (“Snapple”) as Senior Vice President and Chief Marketing Officer, where he led marketing efforts to revitalize the brand and assembled four company brands for successful disposition. Prior to his employment with Snapple, Mr. Gilbert served as Group Account Director at the Messner Vetere Berger Carey Schmetterer RSCG advertising agency from July 1991 to August 1995 and as Senior Vice President and Director of Client Services at UniWorld Group, Inc. from February 1989 to June 1991. Mr. Gilbert served on the board of directors of The Wendy’s Company (Nasdaq: WEN) from 2016 to December 2024. In his former roles as Chief Marketing Officer for VOSS and Snapple, Mr. Gilbert oversaw the company’s marketing function, administered multimillion-dollar budgets, directed internal marketing capabilities, and managed the company’s strategic worldwide brand development, expansion, and distribution. During those years he developed in-depth knowledge and expertise in strategic planning, innovative brand revitalization, risk management, advertising conceptualization and public relations, domestic and international operations, and human capital management. Mr. Gilbert also provides valuable and unique insights into consumer brand positioning strategies, new product development, digital and social media platforms and cultivation of brand recognition and value. The Company believes Mr. Gilbert is qualified to serve as a director of the Company because he possesses extensive experience in global brand management, marketing communications, advertising strategy and sustainability/ESG attributable to his overall professional background as a senior marketing executive in the consumer beverage industry. Family Relationships There are no family relationships among any of our executive officers or directors. Arrangements between Officers and Directors Except as set forth in this Annual Report on Form 10-K, to our knowledge, there is no arrangement or understanding between any of our officers or directors and any other person pursuant to which such officer or director was selected to serve as an officer or director of the Company. Involvement in Certain Legal Proceedings We are not aware of any of our directors or officers being involved in any legal proceedings in the past ten years relating to any matters in bankruptcy, insolvency, criminal proceedings (other than traffic and other minor offenses), or being subject to any of the items set forth under Item 401(f) of Regulation S-K. Audit Committee The main function of the audit committee is to oversee our accounting and financial reporting processes, internal systems of control, independent registered public accounting firm relationships and the audits of our financial statements. The committee’s responsibilities include, among other things: •overseeing the work of the external auditors in preparing or issuing the auditor’s report, including the resolution of disagreements between management and the external auditors regarding financial reporting and audit scope or procedures; •determining whether adequate controls are in place over annual and interim financial reporting as well as controls over our assets, transactions, information systems and the creation of obligations, commitments and liabilities; •reviewing our financial statements; •reviewing transactions with related persons; •reviewing all non-audit services which are proposed to be provided by the external auditors to us or any of our subsidiaries; •establishing procedures for complaints received by us regarding accounting matters; and •reviewing the policies and procedures in effect for considering officers’ expenses and perquisites. Pursuant to the terms of the IRA, the audit committee shall be comprised of one nominee designated by each of the First Investor, the Second Investor and the Third Investor. As of December 31, 2025, our audit committee consisted of Scott Cohen, Michelle Mathews-Spradlin and Alexander Shoghi, with Scott Cohen serving as the chair. Our Board of Directors has determined that Scott Cohen qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K. In addition, after reviewing the qualifications of the members of the audit committee and any relationships they may have with us that might affect their independence, the Board has determined that each of Scott Cohen, Michelle Mathews-Spradlin and Alexander Shoghi is independent.Our Board of Directors adopted a written charter for the audit committee, which is available on our website at www.ianthus.com/team/board-committees. Nominating and Corporate Governance Committee Our nominating and corporate governance committee is responsible for, among other things: •developing and recommending criteria for Board membership and recommending Board nominees including reviewing candidates recommended by our shareholders; •recommending committee nominees; •considering matters of corporate governance; •reviewing and advising regarding the functions of our senior officers; and •reviewing succession plans with respect to our officers. Pursuant to the IRA, the nominating and corporate governance committee shall be comprised of such directors as the Board may determine. As of December 31, 2025, our nominating and corporate governance committee consisted of Alexander Shoghi, Kenneth Gilbert, and Scott Cohen, with Alexander Shoghi serving as the chair. After reviewing the qualifications of the members of the nominating and corporate governance committee and any relationships they may have with us that might affect their independence, the Board has determined that Scott Cohen, Alexander Shoghi, and Kenneth Gilbert are independent. Our Board of Directors adopted a written charter for the nominating and corporate governance committee, which is available on our website at www.ianthus.com/team/board-committees. Compensation Committee Our compensation committee is responsible for assessing whether any of our compensation policies or programs has the potential to encourage excessive risk-taking. Furthermore, our compensation committee discharges the responsibilities of the Board in overseeing our compensation policies, plans and programs and to review and determine the compensation to be paid to our executive officers, directors and other senior management, as appropriate. Our compensation committee is responsible for, among other things: •reviewing and approving our compensation and benefit programs, policies and practices; •setting the compensation of our Chief Executive Officer and approving the compensation of the members of our executive leadership team; •establishing and reviewing annual and long-term performance goals and objectives of our Chief Executive Officer; •reviewing the goals approved by our Chief Executive Officer for the members of our executive leadership team and the performance thereof; •reviewing and making recommendations to the Board regarding director compensation; and •overseeing the administration of our cash-based and equity-based compensation plans. Pursuant to the IRA, the compensation committee of the Board shall be comprised of one nominee designated by the Second Investor together with such other directors as the Board may determine. As of December 31, 2025, our compensation committee consisted of Michelle Mathews-Spradlin as Chair, Alexander Shoghi and Kenneth Gilbert. Michelle Mathews-Spradlin, Alexander Shoghi, and Kenneth Gilbert are each a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act and an outside director, as defined pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended. Our Board of Directors adopted a written charter for the compensation committee, which is available on our website at www.ianthus.com/team/board- committees. Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. To our knowledge, based solely upon a review of Forms 3, 4, and 5 filed with the SEC during the fiscal year ended December 31, 2025, we believe that, except as set forth below, our directors, executive officers, and greater than 10% beneficial owners have complied with all applicable filing requirements during the fiscal year ended December 31, 2025:•Richard Proud, our Chief Executive Officer, failed to report one transaction on time on a Form 4.Code of Business Conduct and Ethics We have adopted a written code of business conduct and ethics that applies to our directors and officers. A copy of the code is filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2020. Disclosure regarding any amendments to, or waivers from, provisions of the code of business conduct and ethics that apply to our directors and officers will be included in a Current Report on Form 8-K, which we will file within four business days following the date of the amendment or waiver. Changes in Nominating Procedures None. Insider Trading Policy The Company has adopted a Disclosure, Confidentiality and Insider Trading Policy, which governs, among other matters, the process and timing of the disclosure by the Company of material information, including those Company officials authorized to disclose such information, as well the purchase, sale and other dispositions of the Company’s securities by the Company’s directors, executive officers, significant shareholders and other insiders who regularly receive material information concerning the Company. We believe our Disclosure, Confidentiality and Insider Trading Policy is reasonably designed to promote, among other things, compliance with insider trading laws, rules and regulations.ITEM 11. EXECUTIVE COMPENSATION Summary Compensation TableThe following table sets forth for the years ended December 31, 2025 and 2024, the compensation awarded to, paid to, or earned by, our principal executive officer and two other most highly compensated executive officers. We refer to these officers as our “named executive officers.” Name and Principal Position Year Salary Bonus (1) StockAwards (3) OptionAwards Nonqualifieddeferredcompensationearnings All othercompensation Total Richard Proud 2025 $ 475,000 $ — $ — $ — $ — 55,843 (2) $ 530,843 Chief Executive Officer 2024 $ 475,000 $ 532,000 $ — — — — $ 1,007,000 Justin Vu 2025 $ 300,000 $ — $ — — — — $ 300,000 Chief Financial Officer 2024 $ 169,600 $ 113,400 $ — — — — $ 283,000 Philippe Faraut 2025 $ — $ — $ — — — 4,437 (5) $ 4,437 Former Chief Financial Officer 2024 $ 82,065 — $ — — — 204,766 (4) $ 286,831 Robert Galvin 2025 $ — $ — $ — — — — $ — Former Interim Chief Executive Officer and Former Interim Chief Operating Officer 2024 $ — — $ 306,470 — — 356,901 (4) $ 663,371 (1)Represents payments of discretionary bonuses for performance during the applicable years, which are discretionary payments as determined by the Board, and as further described below Discretionary Bonus Payments.(2)Represents: (i) $42,973 in tax gross-up payments paid in fiscal year 2025 by the Company on behalf of Mr. Proud to satisfy withholding taxes arising from the sale of common shares in 2025 to cover applicable tax obligations relating to the vesting of RSUs during 2024; and (ii) $12,870 representing the difference between (a) the price at which the Company repurchased 9,910,592 common shares from Richard Proud in 2025 and (b) the fair market value of such shares on the date of repurchase. Such sale of common shares occurred in connection with the Company’s correction of an administrative error in 2024, in which an insufficient number of shares were withheld to satisfy tax withholding obligations upon the vesting of RSUs in 2024. In 2025, the Company discovered the error and repurchased the additional shares that should have been withheld at the time of vesting using the 2024 share price applicable at such time. The Company did not intend to provide, and Mr. Proud did not receive, any additional compensation beyond that was originally associated with the 2024 vesting of RSUs, and the repurchase was effected solely to place Mr. Proud in the position he would have been had the appropriate number of shares been withheld at the time of vesting.(3)Represents the aggregate grant date fair value of RSUs granted for the fiscal year ended December 31, 2025 and December 31, 2024 as determined in accordance with ASC Topic 718, rather than the amount paid to or realized by Robert Galvin, Philippe Faraut, Richard Proud or Justin Vu. (4)For 2024, all other compensation for each Robert Galvin and Philippe Faraut includes the following in connection with payments received under the October Separation Agreement (as defined herein) and the Faraut Separation Agreement (as defined herein), and in each case, for the fiscal year ended December 31, 2024: Name SeparationPayment Bonus COBRAPremiums Paid Time Off Total of All OtherCompensation Philippe Faraut $ 175,000 — $ 7,266 $ 22,500 $ 204,766 Robert Galvin $ 350,000 — $ 6,901 $ — $ 356,901 (5) For 2025, all other compensation for Philippe Faraut includes the following in connection with payment received under the Faraut Separation Agreement for the fiscal year ended December 31, 2025: Name SeparationPayment Bonus COBRAPremiums Paid Time Off Total of All OtherCompensation Philippe Faraut $ — — $ 4,437 $ — $ 4,437 Outstanding Equity Awards as of December 31, 2025 The following table provides information regarding option awards held by each of our named executive officers that were outstanding as of December 31, 2025. Option Awards Stock Awards Name Number ofSecuritiesUnderlyingUnexercisedOptions (#)Exercisable Number ofSecuritiesUnderlyingUnexercisedOptions (#)Unexercisable EquityIncentivePlan Awards:Number ofSecuritiesUnderlyingUnexercisedUnearnedOptions (3) OptionExercisePrice ($) OptionExpirationDate Number ofshares orunits ofstock thathave notvested (#) Marketvalueof shares ofunits ofstock thathave notvested ($)(5) Equityincentiveplan awards:Number ofunearnedshares, unitsor otherrights thathave notvested (#) Equityincentiveplan awards:Market orpayout value ofunearnedshares, units orother rightsthat have notvested ($) Richard ProudChief Executive Officer — — — — — 132,141,243 (1) $ 660,706 — — Justin VuChief Financial Officer 8,633,094 (2) $ 43,165 Philippe Faraut, Former Chief Financial Officer — — — — — — $ — — — Robert Galvin, Former Interim Chief Executive Officer and Former Interim Chief Operating Officer 3,938,678 (3) — — US $ 0.051 47,674 — $ — — — Julius Kalcevich, Former Chief Financial Officer 3,938,678 (4) — — US $ 0.051 47,674 — — — — (1)RSUs granted to Richard Proud on August 31, 2023, which will vest in equal annual installments on August 31, 2025 and August 31, 2026. (2)RSUs granted to Justin Vu on June 27, 2023, which will vest in equal annual installments on June 27, 2025 and June 27, 2026.(3)Replacement stock options granted to Robert Galvin on September 21, 2022, which vested in equal installments on July 10, 2021, July 10, 2022, and July 10, 2023(4)Replacement stock options granted to Julius Kalcevich on September 21, 2022, which fully vested in 2022. (5)Market value determined using the closing stock price of $0.005 per share on the last trading day the fiscal year on December 31, 2024.Richard Proud Employment AgreementWe entered into an employment agreement with Richard Proud (the "Proud Employment Agreement") effective as of July 17, 2023, pursuant to which Mr. Proud currently serves as the Chief Executive Officer of the Company. Pursuant to the Proud Employment Agreement, Mr. Proud receives an annual base salary of $475,000. In addition, Mr. Proud is eligible to receive an annual bonus, with the target annual bonus being 100% of Mr. Proud's annual base salary. Mr. Proud's target annual bonus has a minimum of 0% and a maximum of 200%, based upon individual and/or corporate performance criteria established annually by the Board and Mr. Proud; provided, however, 50% of Mr. Proud's target annual bonus is guaranteed for Mr. Proud's first two years of employment. To be eligible to receive the target annual bonus, Mr. Proud must be employed on the bonus payment date. Pursuant to the Proud Employment Agreement, Mr. Proud also received a grant of RSUs with respect to the common shares of the Company equal to 3% of the common shares of the Company outstanding as of the date of the RSU grant. The grant of the RSUs to Mr. Proud are subject to the terms and conditions of the Company's Omnibus Incentive Plan and related equity award agreement. he RSUs will vest in three equal annual installments on the first three anniversaries of the date of grant of such RSUs, contingent on Mr. Proud remaining employed through each vesting date. The RSUs will immediately fully vest upon the consummation of a Change of Control (as defined in the Proud Employment Agreement). Mr. Proud also received a one-time signing bonus equal to $100,000, which was payable within ten (10) days of the effective date of the Proud Employment Agreement. In addition, Mr. Proud will be entitled to receive personal time off benefits under Company’s policies and any other employee benefits pursuant to any benefit plans maintained by the Company in a manner consistent with other similarly situated employees of the Company. He will also be entitled to reimbursement of reasonable and necessary business-related expenses.In the event of a Change of Control of the Company, either while Mr. Proud is employed or during the first 12 months after the Company terminates Mr. Proud's employment without Cause (as defined in the Proud Employment Agreement), or Mr. Proud resigns for Good Reason (as defined in the Proud Employment Agreement), then he shall be entitled to receive the following upon the consummation of the Change of Control: (i) a lump-sum cash payment equal to the sum of (A) 150% of Mr. Proud's then-current base salary and (B) the amount of any target annual bonus paid to Mr. Proud in the 12 months preceding the Change of Control of the Company; (ii) the acceleration of vesting of his RSU grant; (iii) a fully vested grants of RSUs with an aggregate fair market value equal to $475,000, based on the closing public market price per share on the grant date of the Change of Control RSU award, or, in the event that no public market price exists on such date, then as determined by an independent third party accounting or valuation firm acceptable to both the Company and Mr. Proud; and (iv) if Mr. Proud elects continuation coverage pursuant to COBRA under the Company’s group health plan, the Company shall pay Mr. Proud's COBRA premiums for such coverage until the earlier of (A) 18 months following the date of Mr. Proud's termination of employment, or (B) the date upon which Mr. Proud accepts new employment that offers him medical benefits. In the event that the Company terminates Mr. Proud's employment for any reason other than Cause, death or disability, or if Mr. Proud resigns for Good Reason, then he shall be entitled to receive the following: (i) a lump-sum cash payment equal to 100% of Mr. Proud's then-current base salary (provided, that if such termination of employment is less than 180 days after a Change of Control of the Company, then this paragraph shall not apply); (ii) to the extent unvested, Mr. Proud's RSU grant shall be accelerated and become fully vested on the date of termination; and (iii) if Mr. Proud elects continuation coverage pursuant to COBRA under the Company’s group health plan, the Company shall pay Mr. Proud's COBRA premiums for such coverage until the earlier of (A) 12 months following the date of Mr. Proud's termination of employment, or (B) the date upon which Mr. Proud accepts new employment that offers him medical benefits. The foregoing severance benefits are subject to, among other things, Mr. Proud's execution and delivery of a general release of all claims in favor of the Companies and their affiliates and subsidiaries.Justin Vu Employment Agreement On January 6, 2025, we entered into an employment agreement with Justin Vu (the “Vu Employment Agreement”), pursuant to which Mr. Vu currently serves as the Chief Financial Officer of the Company. Pursuant to the Vu Employment Agreement, Mr. Vu receives an annual base salary of $300,000. In addition, Mr. Vu is eligible to receive an annual bonus, with the target annual bonus being 50% of Mr. Vu's annual base salary. Mr. Vu's target annual bonus has a minimum of 0% and a maximum of 200%, based upon individual and/or corporate performance criteria established annually by the Board. To be eligible to receive the target annual bonus, Mr. Vu must be employed on the bonus payment date. Mr. Vu also received a grant of RSUs with respect to the common shares of the Company on June 27, 2023, equal to $180,000. The grant of the RSUs to Mr. Vu are subject to the terms and conditions of the Company's Omnibus Incentive Plan and related equity award agreement. The RSUs will vest in three equal annual installments on the first three anniversaries of the date of grant of such RSUs, contingent on Mr. Vu remaining employed through each vesting date. The RSUs will immediately fully vest upon the consummation of a Change of Control (as defined in the Vu Employment Agreement). In addition, Mr. Vu will be entitled to receive personal time off benefits under Company’s policies and any other employee benefits pursuant to any benefit plans maintained by the Company in a manner consistent with other similarly situated employees of the Company. He will also be entitled to reimbursement of reasonable and necessary business-related expenses.In the event of a Change of Control of the Company, either while Mr. Vu is employed or during the first 12 months after the Company terminates Mr. Vu's employment without Cause (as defined in the Vu Employment Agreement), or Mr. Vu resigns for Good Reason (as defined in the Vu Employment Agreement), then he shall be entitled to receive the following upon the consummation of the Change of Control: (i) a lump-sum cash payment equal to the sum of (A) Mr. Vu's then current base-salary for twelve (12) months and (B) the amount of any annual incentive bonus paid to Mr. Vu in the twelve (12) months preceding the consummation of a Change of Control of the Company and (ii) a fully vested grant of RSUs with an aggregate fair market value equal to $180,000, based on the closing public market price per share on the 30th day after the date of the Change of Control of the Company. In the event that the Company terminates Mr. Vu's employment due to his death or disability, all unvested and outstanding RSUs held by Mr. Vu shall be accelerated and become fully vested on the date of such termination. In the event that the Company terminates Mr. Vu's employment for any reason other than Cause, death or disability, or if Mr. Vu resigns for Good Reason, then he shall be entitled to receive the following: (i) to the extent unvested, all RSUs held by Mr. Vu shall be accelerated and become fully vested on the date of termination; (ii) payment, over a 12 month period, of continuing compensation equal to 6 months of his then base salary (provided that if such termination of employment is less than 180 days after a Change of Control of the Company, then Mr. Vu shall not be entitled to any such payment); and (iv) if Mr. Vu elects continuation coverage pursuant to COBRA under the Company’s group health plan, the Company shall pay Mr. Vu's COBRA premiums for such coverage until the earlier of (A) 12 months following the date of Mr. Vu's termination of employment, or (B) the date upon which Mr. Vu accepts new employment that offers him medical benefits. The foregoing severance benefits are subject to, among other things, Mr. Vu's execution and delivery of a general release of all claims in favor of the Companies and their affiliates and subsidiaries. Separation and Release Agreement - Payments Upon Termination Effective as of the October Resignation Date, Robert Galvin, the Company's then-Interim Chief Operating Officer, resigned from his executive positions, including all positions with the Company's subsidiaries and affiliates. In connection with the resignation, Mr. Galvin and the Company executed the October Separation Agreement, pursuant to which, Mr. Galvin will receive certain compensation and benefits valued to substantially equal the value of entitlements he would have received under Section 4(f) of his employment agreement. Specifically, Mr. Galvin will receive: (i) total cash compensation in the amount of approximately $350,000, which is payable in a lump sum on January 5, 2024; (ii) a grant of RSUs with an aggregate fair market value of $350,000, which shall fully vest on January 4, 2024. Under the terms of the October Separation Agreement, the Company will continue to pay the monthly premium for Mr. Galvin's continued participation in the Company’s health and dental insurance benefits pursuant to COBRA for one year from the October Resignation Date. Mr. Galvin served in a consulting role for three months following the October Resignation Date at a base compensation rate of $25,000 per month.Effective as of the Faraut Resignation Date, Philippe Faraut, the Company's then-Chief Financial Officer, resigned from his executive positions, including all positions with the Company's subsidiaries and affiliates. In connection with the resignation, Mr. Faraut and the Company executed the Faraut Separation Agreement, pursuant to which, Mr. Faraut received certain compensation and benefits valued to substantially equal the value of entitlements he would have received under Section 4(g) of his employment agreement. Specifically, Mr. Faraut received total cash compensation in the amount of approximately $0.2 million, which was payable in equal installments of approximately $25,000 per month over a period of 7 months following the Effective Date (as defined in the Faraut Separation Agreement). Under the terms of the Faraut Separation Agreement, the Company will continue to pay the monthly premium for Mr. Faraut's continued participation in the Company's health and dental insurance benefits pursuant to COBRA for one year from the Faraut Resignation Date. Mr. Faraut served in a consulting role for one month following the Faraut Resignation Date at a base compensation rate of $25,000 per month. Pursuant to the Faraut Separation Agreement, the RSUs granted to Mr. Faraut on November 23, 2022 and May 17, 2023 accelerated and fully vested upon satisfactory completion of Mr. Faraut's consulting services. Further, the RSUs granted to Mr. Faraut on September 1, 2023 and November 15, 2023 were forfeited as of the Faraut Resignation Date. No amounts are owed as of December 31, 2025 and 2024.Equity Grant Practices We adopted the Company’s Omnibus Incentive Plan dated October 15, 2018, which was approved by our shareholders at our annual general and special meeting held on November 26, 2018. Pursuant to the Omnibus Incentive Plan, we can grant stock options, stock appreciation rights, restricted stock, restricted stock units, deferred stock units, annual or long-term performance awards or other stock-based awards. On February 1 of each calendar year during the term of an executive employment agreement or the first day thereafter that we are permitted to make option grants to our executives, such executives receive grants of both time vested options and performance options. These equity grants may be granted as either stock options or restricted stock units. On December 31, 2021 and June 23, 2022, our Board of Directors approved the terms of a Long-Term Incentive Program recommended by our compensation committee and, pursuant to which, on July 26, 2022, we issued certain of our employees (including executive officers) an aggregate of 320,165,409 RSUs under our Omnibus Incentive Plan in order to attract and retain such employees. All of our existing warrants and options were cancelled, and our common shares may be consolidated pursuant to a consolidation ratio which has yet to be determined. Discretionary Bonus Payments Pursuant to the terms of the executive employment agreements described above, the Company, through the Board, has the discretion to determine the amounts of the annual incentive bonus payments which executives may receive. The Board has not yet determined an amount, if any, of Mr. Proud's or Mr. Vu's 2025 annual bonus.Regular Benefits To the extent eligible under the applicable plans and programs, an executive and an executive’s family are entitled to participate in the Company’s medical, dental, and vision plans. Director Compensation The following table presents the total compensation for each person who served as a non-employee member of our Board of Directors and received compensation for such service during the fiscal year ended December 31, 2025. Mr. Proud, who is an employee director, is not entitled to receive any additional compensation for his service as a member of our Board of Directors. We did not pay any compensation, make any equity awards or non-equity awards to, or pay any other compensation to any of the non-employee members of our Board of Directors in 2025. Name Fees earned orpaid in cash (s) Stock Awards (1) Total ($) Michelle Mathews-Spradlin $ 140,000 (2) $ 165,000 (3) $ 305,000 Kenneth Gilbert $ 50,000 (4) $ 165,000 (5) $ 215,000 Scott Cohen $ 70,000 (6) $ 165,000 (7) $ 235,000 Alexander Shoghi — $ 227,500 (8) $ 227,500 (1)Amounts reported represent the aggregate grant date fair value for option awards granted in each respective year in accordance with ASC Topic 718, excluding the effect of forfeitures. See Note 10 “Share Capital” in the Notes to the Company’s Consolidated Financial Statements for the fiscal year ended 2025 included in this Form 10-K for the year ended 2025 for more information regarding the Company’s accounting for share-based compensation plans. The amounts shown in the Director Compensation Table above do not represent the actual value realized by each Director. RSUs Outstanding As of December 31, 2024 Michelle Mathews-Spradlin $ 39,875,000 Kenneth Gilbert $ 44,090,687 Scott Cohen $ 39,875,000 Alexander Shoghi $ 54,979,167 (2)Represents annual cash retainers totaling $140,000 ($50,000 annual retainer, $75,000 annual retainer as Chair of the Board and $15,000 retainer as Chair of the Compensation Committee). (3)On December 1, 2025, Michelle Mathews-Spradlin was issued 33,673,469 RSUs, valued at $165,000 based on the Company’s closing stock price on November 30, 2025, the date immediately preceding the grant, all of which vest on December 1, 2026.(4)Represents annual cash retainer equal to $50,000.(5)On December 1, 2025, Kenneth Gilbert was issued 33,673,469 RSUs, valued at $165,000 based on the Company’s closing stock price on November 30, 2025, the date immediately preceding the grant, all of which vest on December 1, 2026.(6)Represents annual cash retainers totaling $70,000 ($50,000 annual retainer and $20,000 annual retainer as Chair of the Audit Committee)(7)On December 1, 2025, Scott Cohen was issued 33,673,469 RSUs, valued at $165,000 based on the Company’s closing stock price on November 30, 2025, the date immediately preceding the grant, all of which vest on December 1, 2026.(8)On December 1, 2025, Alexander Shoghi was issued 46,428,571 RSUs, valued at $227,500 based on the Company’s closing stock price on November 30, 2025, the date immediately preceding the grant, all of which vest on December 1, 2026. Mr. Shoghi elected to receive RSUs equal to, and in lieu of, the cash Board fees he otherwise would have been entitled, and accordingly, of the $227,500 in RSUs issued to Mr. Shoghi, $62,500 (or 12,500,000 RSUs) is attributable to Mr. Shoghi’s annual Board retainers ($50,000 annual retainer and $12,500 annual retainer as Chair of the Nominating and Corporate Governance Committee). Non-Employee Director Compensation Program Our current director compensation program is designed to align our director compensation program with the long-term interests of our stockholders by implementing a program comprised of cash and equity compensation. In setting director compensation, we consider the amount of time that directors expend in fulfilling their duties to the Company as well as the skill level and experience required by our Board. We also consider board compensation practices at similarly situated companies, while keeping in mind the compensation philosophy of us and the stockholders’ interests. The directors also receive reimbursement for expenses, including reasonable travel expenses to attend board and committee meetings, reasonable outside seminar expenses, and other special board-related expenses. Non-Employee Directors of Investors Pursuant to the terms of the IRA, each director that is not an employee of any of the Investors (each, a “Non-Investor Director”) is entitled to director compensation. Each Non-Investor Director is paid: (i) a one-time equity grant of $100,000, payable in the form of RSUs, which vest immediately; (ii) an annual cash retainer (the “Annual Retainer”) of $50,000, to be satisfied in the form of RSUs in lieu of cash for the first year of each Non-Investor Director’s service on the Board; and (iii) an annual equity grant of $165,000 payable in the form of RSUs. A Non-Investor Director acting as the chair of the audit committee of the Board is paid an annual cash retainer (the “Audit Chair Retainer”) of $20,000, satisfied in the form of RSUs in lieu of cash for the first year of the Non-Investor Director’s service as chair of the audit committee. A Non-Investor Director acting as the chair of the compensation committee of the Board is paid an annual cash retainer (the “Compensation Chair Retainer”) of $15,000, satisfied in the form of RSUs in lieu of cash for the first year of the Non-Investor Director’s service as chair of the compensation committee. A Non-Investor Director acting as the chair of the nominating and corporate governance committee of the Board is paid an annual cash retainer (the “Governance Chair Retainer”) of $12,500, satisfied in the form of RSUs in lieu of cash for the first year of the Non-Investor Director’s service as chair of the nominating and corporate governance committee. A Non-Investor Director acting as chair of the Board is paid an annual cash leadership retainer (the “Leadership Retainer”) of $75,000, satisfied in the form of RSUs in lieu of cash for the first year of the Non-Investor Director’s year of service as chair of the Board. Pursuant to the terms of the IRA, each director that is an employee of any of the Investors (each, an “Investor Director”) is not entitled to receive any director compensation. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth certain information regarding beneficial ownership of shares of our common shares as of March 19, 2026 by (i) each person known to beneficially own more than 5% of our outstanding common shares, (ii) each of our directors, (iii) each of our named executive officers and (iv) all of our directors and named executive officers as a group. Except as indicated in footnotes to this table, we believe that the shareholders named in this table have sole voting and investment power with respect to all shares of common stock shown to be beneficially owned by them, based on information provided to us by such shareholders, subject to community property laws, where applicable. Beneficial Owner(1) Shares of CommonStock Beneficially Owned Percentage (2) Directors and Named Executive Officers: Richard Proud 72,875,894 (3) * Justin Vu 4,973,563 (4) * Michelle Mathews-Spradlin 47,816,178 (5) * Scott Cohen 46,443,629 (6) * Kenneth Gilbert 1,960,785 (7) * Alexander Shoghi 64,424,885 (8) * All Executive Officers and Directors as a Group (6 persons) 238,494,934 * 5% or Greater Shareholders: Parallax Master Fund, LP(9) 369,665,259 5.30 % Jason Adler(10) 2,598,704,326 (11) 37.27 % Senvest Management, LLC(12) 1,074,406,901 (13) 15.41 % Oasis Investments II Master Fund Ltd.(14) 1,279,055,833 18.34 % * Represents beneficial ownership of less than 1%. (1)Unless otherwise indicated, the address of each person is c/o iAnthus Capital Holdings, Inc., 214 King Street West, Suite 400, Toronto, Ontario M5H 3S6. (2)The calculation in this column is based upon 6,972,551,786 common shares outstanding on March 19, 2026. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to the subject securities. Common shares that may be acquired by an individual or group within 60 days of March 21, 2026, pursuant to the exercise of options or warrants, vesting of common shares or conversion of convertible debt, are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table. (3)Represents 72,875,894 common shares. Excludes 66,070,622 common shares underlying unvested restricted stock units. (4)Represents 4,973,563 common shares. Excludes 4,316,547 common shares underlying unvested restricted stock units. (5)Represents 47,816,178 common shares. Excludes 33,673,469 common shares underlying unvested restricted stock units. (6)Represents 46,443,629 common shares. Excludes 33,673,469 common shares underlying unvested restricted stock units. (7)Represents 1,960,785 common shares. Excludes 77,764,156 common shares underlying unvested restricted stock units. (8)Represents 64,424,885 common shares. Excludes 46,428,571 common shares underlying unvested restricted stock units. (9)William Bartlett is the Managing Member of Parallax Master Fund, LP and in such capacity has the right to vote and dispose of the securities held by such entity. The address of Parallax Master Fund, LP is 88 Kearny Street, 20th Floor, San Francisco, CA 94108. (10)Jason Adler is the Managing Member of Gotham Green Credit Partners GP I, LLC, Gotham Green GP 1, LLC, Gotham Green GP II, LLC and Gotham Green Partners SPV V GP, LLC. Gotham Green Credit Partners GP I, LLC is the General Partner of Gotham Green Credit Partners SPV 1, LP. Gotham Green GP 1, LLC is the General Partner of Gotham Green Fund 1, LP and Gotham Green Fund 1 (Q), LP. Gotham Green GP II, LLC is the General Partner of Gotham Green Fund II (Q), LP and Gotham Green Fund II, LP. Gotham Green Partners SPV V GP, LLC is the General Partner of Gotham Green Partners SPV V, LP. (11)Represents (i) 125,585,311 common shares held by Gotham Green Fund 1, L.P.; (ii) 502,419,744 common shares held by Gotham Green Fund 1(Q), L.P.; (iii) 61,824,757 common shares held by Gotham Green Fund II, L.P.; (iv) 359,610,209 common shares held by Gotham Green Fund II (Q), L.P.; (v) 934,167,928 common shares held by Gotham Green Credit Partners SPV 1, L.P.; and (vi) 615,096,377 common shares held by Gotham Green Partners SPV V, L.P. (12)Senvest Management, LLC serves as the investment manager to Senvest Master Fund, LP and Senvest Global (KY), LP (collectively, the “Investment Vehicles”), with respect to the common shares held by the Investment Vehicles. Richard Mashaal serves as the Managing Member of Senvest Management, LLC, with respect to the common shares held by the Investment Vehicles. Senvest Management, LLC may be deemed to beneficially own the securities held by the Investment Vehicles by virtue of Senvest Management LLC’s position as Investment Manager of each of the Investment Vehicles. Mr. Mashaal may be deemed to beneficially own the securities held by the Investment Vehicles by virtue of Mr. Mashaal’s status as the Managing Member of Senvest Management, LLC. (13)Represents: (i) 946,501,317 common shares held by Senvest Master Fund, LP; and (ii) 127,905,584 common shares held by Senvest Global (KY), LP. (14)Seth Fisher is responsible for the supervision and conduct of all investment activities of Oasis Management Company Ltd. (the “Investment Manager”), including all investment decisions with respect to the assets of Oasis Investments II Master Fund Ltd., with respect to the common shares held by Oasis Investments II Master Fund Ltd. The address of the business office of Mr. Fischer is c/o Oasis Management (Hong Kong), 25/F, LHT Tower, 31 Queen’s Road Central, Central, Hong Kong. The address of the business office of each of Oasis Management and the Oasis II Fund is Ugland House, PO Box 309 Grand Cayman, KY1-1104, Cayman Islands. Securities Authorized for Issuance Under Equity Compensation Plans The following table summarizes information about our equity compensation plans as of December 31, 2025. Plan Category Number ofsecurities to beissued uponexercise ofoutstandingoptions, warrantsand rights (a) Weighted averageexercise price ofoutstanding options,warrants and rights Number of securitiesremaining availablefor future issuanceunder equitycompensation plans(excluding securitiesreflected incolumn (a)) Equity compensation plans approved by security holder 274,801,658 $ 0.05 1,119,708,699 Equity compensation plans not approved by security holder — — — Total 274,801,658 1,119,708,699 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The following includes a summary of transactions during our fiscal years ended December 31, 2025 and December 31, 2024 to which we have been a party, including transactions in which the amount involved in the transaction exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other arrangements, which are described elsewhere in this Annual Report on Form 10-K. We are not otherwise a party to a current related party transaction and no transaction is currently proposed, in which the amount of the transaction exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years and in which a related person had or will have a direct or indirect material interest. Gotham Green Partners, LLC (“GGP”) invested $14.7 million through the Interim Financing during the year ended December 31, 2020 and during the year ended December 31, 2021, GGP, Senvest Master Fund, LP, Oasis Investments II Master Fund LTD and Hadron Healthcare and Consumer Special Opportunities Master Fund invested an aggregate of $5.5 million, $2.1 million, $2.5 million and $0.1 million, respectively, through the Senior Secured Bridge Notes. On the Closing Date, we closed the Recapitalization Transaction pursuant to which the outstanding principal amount of the Secured Notes (including the Interim Financing) together with interest accrued and fees thereon were forgiven in part and exchanged for (A) the Secured Lender Shares, (B) June Secured Debentures and (C) June Unsecured Debentures and the outstanding principal amount of the Unsecured Debentures together with interest accrued and fees thereon were forgiven in part and exchanged for (A) the Unsecured Lender Shares and (B) June Unsecured Debentures. As a result of closing the Recapitalization Transaction, GGP and Parallax Master Fund, LP, were issued the June Secured Debentures in the principal amount of $84.4 million and $12.1 million, respectively, and 2,568,047,188 and 369,665,259 common shares, respectively. In addition, we issued June Unsecured Debentures as follows: $4.2 million to GGP, $0.6 million to Parallax Master Fund, LP, $1.3 million to Hi-Med, $5.3 million to Senvest Master Fund, LP, $6.3 million to Oasis Investments II Master Fund LTD and $2.3 million to Hadron Healthcare and Consumer Special Opportunities Master Fund, respectively. We also issued GGP, Parallax Master Fund, LP, Senvest Master Fund, LP, Oasis Investments II Master Fund LTD and Hadron Healthcare and Consumer Special Opportunities Master Fund 2,568,047,188, 369,665,259, 936,189,371, 1,265,120,771 and 455,443,478 common shares, respectively. Further during the year ended December 31, 2022, GGP, Senvest Master Fund, LP, Oasis Investments II Master Fund LTD and Hadron Healthcare and Consumer Special Opportunities Master Fund invested aggregate of $12.5 million, $4.8 million, $5.7 million and $2.0 million, respectively, which were evidenced through the issuance of Additional Secured Debentures. As of December 31, 2025, the outstanding principal balance of the June Secured Debentures and Additional Secured Debentures were $132.3 million and $33.2 million, respectively (December 31, 2024 — $122.1 million and $30.6 million, respectively). The outstanding principal balance of the June Unsecured Debentures as of December 31, 2025 was $26.5 million (December 31, 2024 — $24.4 million). As of December 31, 2025, the outstanding principal balance on the Senior Secured Bridge Notes was $8.5 million (December 31, 2024 —$16.0 million). Pursuant to the terms of the Secured DPA, the Company has a related party payable of $6.3 million due to certain of the New Secured Lenders, including GGP, Oasis Investment Master II Fund LTD., Senvest Global (KY), LP, Senvest Master Fund, LP and Hadron Healthcare and Consumer Special Opportunities Master Fund for certain out-of-pocket costs, charges, fees, taxes and other expenses incurred by the New Secured Lenders in connection with the closing of the Recapitalization Transaction (the “Deferred Professional Fees”). The Company had until December 31, 2022 to pay the Deferred Professional Fees ratably based on the amount of each New Secured Lender’s Deferred Professional Fees. The Deferred Professional Fees accrued simple interest at the rate of 12.0% from the Closing Date until December 31, 2022. Beginning with the first business day of the month following December 31, 2022, interest began accruing on the Deferred Professional Fees at the rate of 20% calculated on a daily basis and is payable on the first business day of every month until the Deferred Professional Fees and accrued interest thereon is paid in full. As of December 31, 2025, the outstanding related party portion of the Deferred Professional Fees including accrued interest was $2.2 million (December 31, 2024 – $9.2 million). Independence of the Board of Directors Our Board of Directors is comprised of Scott Cohen, Michelle Mathews-Spradlin, Kenneth Gilbert, Alexander Shoghi, and Richard Proud. We have determined that each of Scott Cohen, Michelle Mathews-Spradlin, Kenneth Gilbert is deemed to be independent within the meaning of the CSE Guide and applicable Canadian regulations. In addition, although our common shares are not listed on any U.S. national securities exchange, for purposes of independence we use the definition of independence applied by The Nasdaq Stock Market to determine which directors are “independent” in accordance with such definition and have determined that each of Scott Cohen, Michelle Mathews-Spradlin, Kenneth Gilbert are independent under the definition of independence applied by The Nasdaq Stock Market. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICESThe following table sets forth the aggregate fees billed by as described below: 2025 2024 Audit Fees $ 985,569 $ 1,068,955 Audit Related Fees — — Tax Fees — — All Other Fees — — Total $ 985,569 $ 1,068,955 Audit Fees: Audit fees consist of fees for audit services on an accrued basis. Audit-Related Fees: Audit-related fees are fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit of the financial statements. Tax Fees: Tax fees are fees for professional services rendered for tax compliance, tax advice and tax planning. All Other Fees: All other fees are fees billed by the auditor for products and services not included in the foregoing categories. Pre-Approval Policies and Procedures In accordance with the Sarbanes-Oxley Act, our audit committee charter requires the audit committee to pre-approve all audit and permitted non-audit services provided by our independent registered public accounting firm, including the review and approval in advance of our independent registered public accounting firm’s annual engagement letter and the proposed fees contained therein. The audit committee has the ability to delegate the authority to pre-approve non-audit services to one or more designated members of the audit committee. If such authority is delegated, such delegated members of the audit committee must report to the full audit committee at the next audit committee meeting all items pre-approved by such delegated members. In the fiscal years ended December 31, 2025 and 2024 all of the services performed by our independent registered public accounting firm were pre-approved by the audit committee. PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a) The following documents are filed as part of this report: (1)Financial Statements: Page Index to Consolidated Financial Statements: 64 Consolidated Financial Statements: Report of the Independent Registered Public Accounting Firm 65 Consolidated Balance Sheets as of December 31, 2025 and 2024 66 Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024 67 Consolidated Statements of Shareholders’ Equity for the Years ended December 31, 2025 and 2024 68 Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 69 Notes to the Consolidated Financial Statements for the Years Ended December 31, 2025 and 2024 70 The consolidated financial statements required by this Item are included beginning at page 65. (1)Financial Statement Schedules: All financial statement schedules have been omitted because they are not applicable, not required or the information required is shown in the consolidated financial statements or the notes thereto. (b) Exhibits The following documents are included as exhibits to this report. Exhibit No. Title of Document 3.1 Articles of iAnthus Capital Holdings, Inc. (Incorporated by reference to Exhibit 3.1 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 4.1* Description of the Registrant’s Securities 10.1+ Amended and Restated Omnibus Incentive Plan Dated October 15, 2018 (Incorporated by reference to Exhibit 10.1 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.2+ Second Amended and Restated Secured Debenture Purchase Agreement dated July 10, 2020 by and among iAnthus Capital Holdings, Inc., iAnthus Capital Management, LLC, the lenders a party thereto, the credit parties a party thereto and Gotham Green Admin 1, LLC, as collateral agent (Incorporated by reference to Exhibit 10.2 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.3+ Employment Agreement between the Company and Richard C. Proud (Incorporated by reference to Exhibit 10.1 to iAnthus’ Quarterly Report on Form 10-Q filed with the SEC on August 14, 2023) 10.4 Form of Warrant for March and May 2019 Private Placements (Incorporated by reference to Exhibit 10.8 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.5 Form of Warrant for May 2018 and September and December 2019 Private Placements (Incorporated by reference to Exhibit 10.9 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.6 Form of Warrant for MPX Private Placement dated January 19, 2017 (Incorporated by reference to Exhibit 10.10 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.7 Form of Warrant for MPX October 2017 and January 2020 Private Placements (Incorporated by reference to Exhibit 10.11 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.8 Form of Warrant for MPX Private Placement dated March 2, 2018 (Incorporated by reference to Exhibit 10.12 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.9 Form of Warrant for MPX Private Placement dated December 20, 2018 (Incorporated by reference to Exhibit 10.13 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.10 Form of Warrant for MPX June 2018 and January 2019 Private Placements (Incorporated by reference to Exhibit 10.14 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.11 Form of Warrant for MPX Private Placement dated January 4, 2019 (Incorporated by reference to Exhibit 10.15 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.12 Form of Warrant for MPX Private Placement dated January 17, 2018 (Incorporated by reference to Exhibit 10.16 to iAnthus’ Form 10 filed with the SEC on December 8, 2020) 10.13# Third Amended and Restated Secured Debenture Purchase Agreement dated June 24, 2022 by and among the Company, iAnthus Capital Management, LLC, the other Credit Parties party thereto, Gotham Green Admin 1, LLC, as Collateral Agent, and the lenders party thereto (Incorporated by reference to Exhibit 10.1 to iAnthus’ Current Report on Form 8-K filed with the SEC on June 30, 2022) 10.14# Unsecured Debenture Agreement dated June 24, 2022 by and among the Company, as guarantor, iAnthus Capital Management, LLC and the holders of all of the Company’s 8% unsecured debentures (Incorporated by reference to Exhibit 10.2 to iAnthus’ Current Report on Form 8-K filed with the SEC on June 30, 2022) 10.15 Form of 8.0% Senior Secured Debenture (Incorporated by reference to Exhibit 10.3 to iAnthus’ Current Report on Form 8-K filed with the SEC on June 30, 2022) 10.16 Form of 8.0% Senior Unsecured Debenture (Incorporated by reference to Exhibit 10.4 to iAnthus’ Current Report on Form 8-K filed with the SEC on June 30, 2022) 10.17# Registration Rights Agreement dated June 24, 2022 by and among the Company, iAnthus Capital Management, LLC and certain holders (Incorporated by reference to Exhibit 10.5 to iAnthus’ Current Report on Form 8-K filed with the SEC on June 30, 2022) 10.18# Investor Rights Agreement dated June 24, 2022 by and among the Company, iAnthus Capital Management, LLC and certain investors (Incorporated by reference to Exhibit 10.6 to iAnthus’ Current Report on Form 8-K filed with the SEC on June 30, 2022) 10.19+ Employment Agreement by and between iAnthus Capital Management, LLC, including iAnthus Capital Holdings, Inc. and all of its subsidiaries, and Justin Vu dated January 6, 2025 (Incorporated by reference to Exhibit 10.27 to iAnthus’ Form 10 filed with the SEC on March 24, 2025) 10.20+* Fourth Amendment to the Senior Secured Bridge Notes between iAnthus New Jersey, LLC and the holders hereto dated January 28, 2026 14.1 Code of Business Conduct and Ethics (Incorporated by reference to Exhibit 14.1 to iAnthus’ Annual Report on Form 10-K filed with the SEC on April 1, 2021) 19.1* Insider Trading Policy 21.1* Subsidiaries 23.1* Consent of PKF O’Connor Davies, LLP 31.1* Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1* Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 32.2* Certification of the Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 101.INS* Inline XBRL Instance Document – the instance document does not appear in the interactive Data File as its XBRL tags are embedded within the inline XBRL document 101. SCH* Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents 104* Cover page formatted as Inline XBRL and contained in Exhibit 101 * Filed herewith. + Management contract or compensatory plan or arrangement. # Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit were omitted by means of marking such portions with an asterisk because the identified confidential portions (i) are not material and (ii) the Company customarily and actually treats that information as private or confidential. Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the Securities and Exchange Commission. ITEM 16. FORM 10-K SUMMARY None. SIGNATURES Pursuant to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on this 27th day of March, 2026. IANTHUS CAPITAL HOLDINGS, INC. /s/ Richard Proud Richard Proud Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements of the Securities Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Richard Proud Chief Executive Officer March 27, 2026 Richard Proud (Principal Executive Officer) /s/ Justin Vu Chief Financial Officer March 27, 2026 Justin Vu (Principal Financial and Accounting Officer) /s/ Michelle Mathews-Spradlin Chair of the Board March 27, 2026 Michelle Mathews-Spradlin /s/ Scott Cohen Director March 27, 2026 Scott Cohen /s/ Kenneth Gilbert Director March 27, 2026 Kenneth Gilbert /s/ Alexander Shoghi Director March 27, 2026 Alexander Shoghi

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New Jersey, USA

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Citiva Medical, LLC ("Citiva")

100.00%

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Citiva Medical, LLC (“Citiva”)