BLMH · Blum Holdings, Inc.

The shares reported herein were issued to Jim Miller on December 31, 2025 as compensation for service as a director of the Issuer, at an implied price of $0.98 per share.

On December 31, 2025, the Company executed and delivered a Senior Secured Promissory Note (the "Note") in the principal amount of $525,000 to the Investor. The Note amends, restates, consolidates, and replaces in their entirety two previously issued and expired promissory notes: (i) the $200,000 unsecured promissory note dated February 25, 2025 (as amended May 7, 2025), and (ii) the $325,000 unsecured promissory note dated April 18, 2025 (as amended May 8, 2025) (collectively, the "Prior Notes"). In connection with the Note, the Company and the Investor entered into a Warrant Cancellation Agreement, pursuant to which the parties mutually agreed to cancel warrants previously issued in connection with the Prior Notes to purchase up to an aggregate of 198,114 shares of the Company's common stock at an exercise price of $0.53 per share.

The shares reported herein were issued to Patty Chan on December 31, 2025 as compensation for consulting services rendered to the Issuer. The shares were issued in satisfaction of $30,000 of consulting compensation at an implied price of $0.98 per share.

The shares reported herein were issued to Bradley Hirsch on December 31, 2025 as compensation for service as a director of the Issuer, at an implied price of $0.98 per share.

On December 31, 2025, the Company issued an aggregate of 2,551,020 shares of its common stock to Adnant, LLC, a related party, in satisfaction of a performance-based equity award earned pursuant to the Engagement Letter and ratified by the Company's Board of Directors. The shares were issued at an implied price of $0.98 per share. The issuance of the shares to Adnant was not registered under the Securities Act of 1933, as amended, and was made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act.

Reporting Person is the CEO and managing member of Adnant, LLC.

On December 31, 2025, Blum Holdings, Inc. ("Blum" or the "Company") entered into a Debt Conversion Agreement with Douglas Rosenberg, a related person under Regulation S-K (the "Investor"), pursuant to which an aggregate of $3,050,000 of principal plus all accrued and unpaid interest through December 31, 2025 under certain unsecured promissory notes previously issued by the Company into shares of the Company's common stock. The applicable unsecured promissory notes were cancelled and satisfied in full with respect to the converted amounts.

The conversion was effected at a fixed conversion price of $0.98 per share, resulting in the issuance of 3,238,547 shares of common stock.

The shares reported herein were issued to Matt Barron on December 31, 2025 as compensation for service as a director of the Issuer, at an implied price of $0.98 per share.

On December 31, 2025, the Company executed and delivered a Senior Secured Promissory Note (the "Note") in the principal amount of $525,000 to the Investor. The Note amends, restates, consolidates, and replaces in their entirety two previously issued and expired promissory notes: (i) the $200,000 unsecured promissory note dated February 25, 2025 (as amended May 7, 2025), and (ii) the $325,000 unsecured promissory note dated April 18, 2025 (as amended May 8, 2025) (collectively, the "Prior Notes"). In connection with the Note, the Company and the Investor entered into a Warrant Cancellation Agreement, pursuant to which the parties mutually agreed to cancel warrants previously issued in connection with the Prior Notes to purchase up to an aggregate of 198,114 shares of the Company's common stock at an exercise price of $0.53 per share.

Conversion of outstanding accounts payable in the amount of $1,500,000 owed by the Company to Adnant, LLC into shares of common stock.

Conversion price of $0.98 per share.

Reporting Person is the CEO and managing member of Adnant, LLC.

On November 13, 2025, Blum Holdings, Inc. (the "Company") issued 2,482,308 shares of Common Stock to Adnant,LLC ("Adnant") pursuant to the Debt Conversion Agreement between the Company and Adnant dated December 30, 2024. The Debt Conversion Agreement provides that, if the Company enters into any financing agreement with a third party on terms more favorable than the per-share price or discount set forth therein, the Company will, at Adnant's request, amend and restate the Debt Conversion Agreement to reflect economics at least equal to those of such third-party financing. The shares were issued at a per-share price of $0.98.

Reporting Person is the CEO and managing member of Adnant, LLC.

Purchase of common stock on the open market pursuant to the Board approval.

Purchase of common stock on the open market pursuant to the Board approval.

Purchase of common stock on the open market pursuant to the Board approval.

Purchase of common stock on the open market pursuant to the Board approval.

Purchase of common stock on the open market pursuant to the Board approval.

Purchase of common stock on the open market pursuant to the Board approval.

Purchase of common stock on the open market pursuant to the Board approval.

Purchase of common stock on the open market pursuant to the Board approval.

Purchase of common stock on the open market pursuant to the Board approval.

Purchase of common stock on the open market pursuant to the Board approval.

Purchase of common stock on the open market pursuant to the Board approval.

Purchase of common stock on the open market pursuant to the Board approval.

Purchase of common stock on the open market pursuant to the Board approval.

Purchase of common stock on the open market pursuant to the Board approval.

Conversion of outstanding debt in the amount of $6,165,050 owed by the Company to Adnant, LLC into shares of common stock.

Conversion price of $1.61874 per share.

Reporting Person is the sole member of Adnant, LLC.

These two warrants transactions involved an amendment of outstanding warrants to purchase common stock, resulting in the cancellation of the old warrant and the grant of a replacement warrant.

Not applicable. See footnote 2.

Reporting Person holds 714,286 shares of Series V Preferred Stock ("Series V Stock") and is reporting herein a change in the conversion ratio of such stock to common stock only. Effective December 30, 2024, Issuer amended the certificate of designation of its Series V Stock pursuant to which each share of Series V Stock (a) became convertible into 1/3 of a share of common stock, (b) will automatically be converted to common stock on the fourth anniversary of the date of issuance, and (c) prior to such anniversary, the holder is entitled to convert shares of Series V Stock upon written notice. Issuer and Reporting Person entered into an amendment to the Series V Stock purchase agreement in connection therewith.

See footnote 2.

These two warrants transactions involved an amendment of outstanding warrants to purchase common stoc), resulting in the cancellation of the old warrant and the grant of a replacement warrant.

These two warrants transactions involved an amendment of outstanding warrants to purchase common stoc), resulting in the cancellation of the old warrant and the grant of a replacement warrant.

These two warrants transactions involved an amendment of outstanding warrants to purchase common stock, resulting in the cancellation of the old warrant and the grant of a replacement warrant.

Not applicable. See footnote 5.

Reporting Person holds 3,571,429 shares of Series V Preferred Stock ("Series V Stock") and is reporting herein a change in the conversion ratio of such stock to common stock only. Effective December 30, 2024, Issuer amended the certificate of designation of its Series V Stock pursuant to which each share of Series V Stock (a) became convertible into 1/3 of a share of common stock, (b) will automatically be converted to common stock on the fourth anniversary of the date of issuance, and (c) prior to such anniversary, the holder is entitled to convert shares of Series V Stock upon written notice. Issuer and Reporting Person entered into an amendment to the Series V Stock purchase agreement in connection therewith.

See footnote 5.

These two warrants transactions involved an amendment of outstanding warrants to purchase common stoc), resulting in the cancellation of the old warrant and the grant of a replacement warrant.

These two warrants transactions involved an amendment of outstanding warrants to purchase common stoc), resulting in the cancellation of the old warrant and the grant of a replacement warrant.

These two warrants transactions involved an amendment of outstanding warrants to purchase common stoc), resulting in the cancellation of the old warrant and the grant of a replacement warrant.

Not applicable. See footnote 2.

Reporting Person holds 357,143 shares of Series V Preferred Stock ("Series V Stock") and is reporting herein a change in the conversion ratio of such stock to common stock only. Effective December 30, 2024, Issuer amended the certificate of designation of its Series V Stock pursuant to which each share of Series V Stock (a) became convertible into 1/3 of a share of common stock, (b) will automatically be converted to common stock on the fourth anniversary of the date of issuance, and (c) prior to such anniversary, the holder is entitled to convert shares of Series V Stock upon written notice. Issuer and Reporting Person entered into an amendment to the Series V Stock purchase agreement in connection therewith.

See footnote 2.

These two warrants transactions involved an amendment of outstanding warrants to purchase common stoc), resulting in the cancellation of the old warrant and the grant of a replacement warrant.

Not applicable. See footnote 2.

Reporting Person holds 71,429 shares of Series V Preferred Stock ("Series V Stock") and is reporting herein a change in the conversion ratio of such stock to common stock only. Effective December 30, 2024, Issuer amended the certificate of designation of its Series V Stock pursuant to which each share of Series V Stock (a) became convertible into 1/3 of a share of common stock, (b) will automatically be converted to common stock on the fourth anniversary of the date of issuance, and (c) prior to such anniversary, the holder is entitled to convert shares of Series V Stock upon written notice. Issuer and Reporting Person entered into an amendment to the Series V Stock purchase agreement in connection therewith.

See footnote 2.

Purchase of common stock on the open market pursuant to the Board approval.

Purchase of common stock on the open market pursuant to the Board approval.

Purchase of common stock on the open market pursuant to the Board approval.

Purchase of common stock on the open market pursuant to the Board approval.

Purchase of common stock on the open market pursuant to the Board approval.

Purchase of common stock on the open market pursuant to the Board approval.

Purchase of common stock on the open market pursuant to the Board approval.

Purchase of common stock on the open market pursuant to the Board approval.

Purchase of common stock on the open market pursuant to the Board approval.

Purchase of common stock on the open market pursuant to the Board approval.

Purchase of common stock on the open market pursuant to the Board approval.

Purchase of common stock on the open market pursuant to the Board approval.

Purchase of common stock on the open market pursuant to the Board approval.