Greenlane Holdings, Inc. (GNLN)
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EGM 2026

Mar 25, 2026

Operator

Thank you for standing by, and welcome to the Greenlane Holdings, Inc. annual meeting. I will now turn the meeting over to Jason Hitchcock. Please go ahead.

Jason Hitchcock
CEO, Greenlane Holdings

Good morning, ladies and gentlemen. I'm Jason Hitchcock, Chief Executive Officer of Greenlane Holdings, and it's my pleasure to welcome you to our special meeting. We're delighted that many of you are able to join us today for this virtual meeting. As Chairman of this meeting, I hereby call the meeting to order and confirm Vanessa Guzmán-Clark, the company's Chief Financial Officer, who will serve as the secretary of this meeting and keep the minutes. The company has appointed Charles Zade of American Election Services to act as the Inspector of Election for this meeting. Mr. Zade has previously taken his oath as Inspector of Election to faithfully execute his duties with strict impartiality and to the best of his ability. The company will file the executed oath with the records of this meeting. Many stockholders have already submitted their proxies.

All proxies will be voted as marked by the stockholder signing them. If you have voted by proxy, you do not need to take any further action. If you wish to vote during this meeting, please log in as a stockholder by entering the 16-digit control number you received with your proxy materials and click on the Vote Here button on your screen. I will now review the agenda, rules, and conduct, and procedures for today's meeting and present the affidavit of distribution of the notice of the meeting. Upon logging into the meeting, all participants were presented with an agenda and the rules of conduct and procedures for the special meeting. To conduct an orderly meeting, we ask that participants abide by these rules.

As stated in the rules of conduct, only validated stockholders may ask questions in the designated field on the web portal. Should you desire to ask a question during the meeting, please submit your question in the designated field on the web portal. After the formal meeting has been adjourned, we will attempt to answer as many questions as time allows, but only questions that are relevant to the meeting will be addressed. Thank you for your cooperation with these rules.

Today, there are two items of business on the agenda: the vote to approve any amendment to the company's amended and restated certificate of incorporation to effect a reverse stock split of the company's Class A common stock within a range of 1:5 to 1: 15 or any number in between without reducing the authorized number of shares of common stock and the filing of a final amendment with the ratio within such range to be determined in the sole discretion of the Board of Directors at any time on or before April 30, 2026, without further approval or authorization of our stockholders. The vote to consider and vote upon an adjournment of the special meeting if necessary to solicit additional proxies if there are not sufficient votes in favor of the reverse stock split proposal.

Each of these items is determined in the proxy statement filed with the SEC on February 26, 2026. The Board of Directors set February 25, 2026 as the date of record for the stockholders meeting. We have at this meeting a record of the stockholders as of that date. A duplicate record has been on file at the principal place of business of the company for at least the last 10 days and has been available for inspection by any stockholder during normal business hours during that period. The total number of outstanding shares of common stock entitled to the vote at this meeting is 5,039,563.

I present the affidavit of distribution signed by Joanne Vogel of Broadridge Financial Solutions, Inc., which states that records relating to the meeting were mailed and deposited with the post office commencing on February 26, 2026. Vanessa, I direct the affidavit of distribution to be made part of the minutes of the meeting. Thank you. Our first order of business at this meeting is to determine whether the shares represented at the meeting are sufficient to constitute a quorum for the purpose of transacting business. Charles, do you have a report?

Charles Zade
Inspector of Election, American Election Services

Yes, Mr. Chairman. Based on the preliminary results, approximately 41.16% of the voting power of the issued and outstanding shares of the company's capital stock entitled to vote is represented at today's meeting, which is sufficient to constitute a quorum for the purpose of transacting business at this meeting.

Jason Hitchcock
CEO, Greenlane Holdings

Thank you, Charles. The report of the inspector on the existence of the quorum is accepted. Since the majority of the voting power of the shares of the company's capital stock is represented here today, I declare that a quorum is present, and the meeting is duly constituted. It is 9:04 A.M. Eastern Time, and the polls are now open for voting. If you wish to vote now, whether or not you have already submitted a proxy, then you may go use the web portal. We may now proceed to transact the business for which this meeting has been called. The next order of business is the description of matters properly brought before the meeting. Proposal 1, the reverse stock split.

The first proposal is for the approval of any amendment to the company's amended and restated certificate of incorporation to effect a reverse stock split of the common stock within a range of 1:5 to 1:15 or any number in between without reducing the authorized number of shares of common stock and the filing of a final amendment with the ratio within such range to be determined in the sole discretion of the Board of Directors at any time on or before April 30, 2026 without further approval or authorization of our stockholders. The approval of the reverse stock split proposal requires that the votes cast for the reverse stock split proposal exceed the votes cast against the reverse stock split proposal. As indicated in the company's proxy statement, the Board of Directors recommends a vote for this proposal. Go ahead, Vanessa.

Vanessa Guzmán-Clark
CFO, Greenlane Holdings

Thank you, Jason. From a financial perspective, proposal one is a capital structure adjustment designed to align our trading profile with our current balance sheet and strategic direction. As discussed in our proxy materials, the reverse stock split is intended to support compliance with Nasdaq listing requirements and enhance overall market stability. The reverse stock split does not change our underlying asset values or strategy. It is technical capital market action intended to strengthen our trading framework as we continue executing our transition.

Jason Hitchcock
CEO, Greenlane Holdings

Thanks, Vanessa. The second proposal being submitted to stockholders for action is the approval of an adjournment of the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the reverse stock split proposal. The approval of the adjournment proposal requires the affirmative vote of a majority of the voting power of the issued and outstanding shares of common stock entitled to vote at the special meeting, present in person or by remote communication, if applicable, or represented by proxy. I'll pause for any questions. Okay. Voting. Because no further business is scheduled to come before the stockholders, we will move on to voting. I will now direct that a vote of the stockholders to be taken on the foregoing matters.

Each holder of common stock is entitled to one vote for each share of common stock held of record at the close of business on February 25, 2026. Any stockholder who has previously given his, her, or its proxy need not vote unless he, she, or it desires to revoke the proxy vote by electronic ballot at this meeting. No ballots or proxies or revocations or changes of proxies will be accepted after the polls are closed.

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