During the years ended December 31, 2025 and 2024, the Company incurred the following related party transactions.

Transactions with Key Management Personnel

Key management personnel consist of the President and Chief Executive Officer (“CEO”); the Chief Financial Officer (“CFO”), and General Manager (“GM”) of the Company. The compensation to key management is presented in the following table:

Included in accounts payable and accrued liabilities as at December 31, 2025 are $159,413 (December 31, 2024 - $1,204,421) due to key management related to the above noted transactions.

During the year ended December 31, 2025, 2,000,000 options were granted to the GM and the GM exercised 1,000,000 stock options into SV Shares. During the year ended December 31, 2025, an independent Director forfeited 250,000 stock options originally granted in January 2023, and 170,000 stock options originally granted in August 2024.

During the year ended December 31, 2024, 1,400,000 options were granted to the CEO, 170,000 options were granted to the CFO, 300,000 options were granted to the GM, 510,000 options were granted to independent Directors, and 300,000 stock options were granted to the wife of the CEO. During the year ended December 31, 2024, the CFO exercised 1,000,000 stock options into SV Shares, independent Directors exercised 250,000 stock options into SV Shares, and the spouse of the CEO exercised 500,000 stock options into SV Shares.

During the year ended December 31, 2025, 781,250 RSU’s were granted to the CEO, 78,125 RSU’s were granted to the CFO, and 375,000 RSU’s were granted to the four independent Directors in equal amounts of 93,750 each. A total of 138,125 SV Shares were issued to the CFO and 93,750 SV Shares were issued to an independent Directors in 2025 on vesting of the RSU’s.

During the year ended December 31, 2024, 333,900 RSU’s were granted to the CEO and 120,300 RSU’s were granted to independent Directors.

Debt balances and movements with related parties

The following table sets out portions of debt pertaining to related parties which are included in consideration payable on business acquisitions (Note 14):

As part of the agreements transacted during the year ended October 31, 2020, to acquire interest in GR Michigan and Canopy, the Company incurred consideration payable on business acquisitions of $360,000 which has a maturity date of April 1, 2028 (also see Note 14.2). During the year ending December 31, 2025, interest payments of $62,100 and principal payments of $60,000 were made against this balance. During the year ended December 31, 2024, no principal payments were made on this balance; interest payments of $64,800 were incurred.

Pursuant to the Canopy purchase agreement executed on April 24, 2024, the Company, through GR Unlimited, acquired the remaining 13% of the membership units in Canopy. As part of this transaction, the Company purchased a 5.5% membership interest in Canopy from the CEO, comprised of an upfront cash payment of $66,000 and deferred cash payments of $264,000. Additionally, the Company purchased a 2.5% membership interest in Canopy from a Director, comprised of an upfront cash payment of $30,000 and deferred cash payments of $120,000. The deferred cash payments are to be paid in 48 equal installments at a 5.21% interest rate with a maturity date of April 24, 2028.

During the year ended December 31, 2025, Canopy Management LLC was dissolved, and all existing agreements and obligations were assigned and transferred to Grown Rogue Unlimited, LLC.

For the year ended December 31, 2025, principal payments of $62,356 and interest payments of $10,906 were made on the consideration payable on business acquisitions due to the CEO (year ended December 31, 2024 - principal of $40,858 and interest of $7,981). For the year ended December 31, 2025, principal payments of $28,342 and interest payments of $4,957 were made on the consideration payable on business acquisitions due to the Director (year ended December 31, 2024 - principal of $18,572 and interest of $3,628) (Note 14.1).

During April 2024, the Company, through Canopy, acquired an additional 20% of the membership units in Golden Harvest from the GM for aggregate present value consideration of $2,342,207, comprised of deferred cash payments of $2,000,000 plus true-up amounts. Pursuant to the purchase agreement executed on April 24, 2024, the deferred cash payments are to be paid in thirteen quarterly installments beginning on January 1, 2025 with a maturity date of July 27, 2027. Payments of $209,875 were made on the consideration payable on business acquisitions during the year ended December 31, 2025. During the year ended December 31, 2024, true-up payments of $530,000 were made on this consideration (Note 14.2).

ABCO Holdings, Inc. (“ABCO Holdings”) is a related party because of its majority ownership interest in ABCO. Refer to Note 13.6 for details of the long-term debt balance.

Additional transactions with CEO

Through its wholly-owned subsidiary, GRU Properties, the Company leases an outdoor grow property located in Trail, Oregon (“Trail”), owned by the Company’s President and CEO. The lease was extended during the year ended October 31, 2021, with a term through December 31, 2025. Lease charges of $72,000 were incurred for the year ended December 31, 2025 (year ended December 31, 2024 - $72,000). The lease liability for Trail on December 31, 2025, was $nil 0 (December 31, 2024 - $68,074). This lease balance is included in the operating lease liabilities balance of the Company (Note 11).

During the year ended October 31, 2021, the Company leased an outdoor post-harvest facility located in Medford, Oregon (“Lars”), a facility which is beneficially owned by the CEO, with a term through June 30, 2026. Lease charges for Lars of $202,596 were incurred for the year ending December 31, 2025 (year ended December 31, 2024 - $196,691). The lease liability for Lars on December 31, 2025, was $101,484 (December 31, 2024 - $284,728). This lease balance is included in the operating lease liabilities balance of the Company (Note 11).

Additional transactions with GM

Through its subsidiary, Golden Harvests, the Company leases Morton, owned by the Company’s GM, located in Michigan (“Morton”), with a lease term through December 2029. Lease charges of $252,000 were incurred during the year ended December 31, 2025 (year ended December 31, 2024 - $216,000). The lease liability of Morton on December 31, 2025, was $1,040,978 (December 31, 2024 - $1,199,697). This lease balance is included in the operating lease liabilities balance of the Company (Note 11).

During May 2025, the Company, through Golden Harvests, entered into a finance lease with the GM for production equipment, with a term through May 1, 2027. Monthly payments of $6,250 commenced June 1, 2025, for a total of 24 payments. Lease charges of $43,750 were incurred during the year ended December 31, 2025, of which $9,997 related to interest and $33,753 to principal. The finance lease liability outstanding as at December 31, 2025, was $95,233.