Glass House Brands Inc 6-K, filed Nov 12, 2025
Glass House Brands Inc. (GLAS)
6-K
2025-11-12
For: 2025-11-12
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Added on
April 07, 2026
About this 6-K
Glass House Brands Inc filed this 6-K on November 12, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November, 2025.
Commission File Number 000-56261
Glass House Brands Inc.
(Translation of registrant’s name into English)
3645 Long Beach Blvd.
Long Beach, California 90807
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F o Form 40-F x
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Glass House Brands Inc. | |||||
Date: November 12, 2025 | /s/ Kyle Kazan | ||||
| By: Kyle Kazan | |||||
| Title: Chief Executive Officer | |||||
2
EXHIBIT INDEX
| Exhibit Number | Description | |||||||
3
Exhibit 99.1
Glass House Brands Reports Third Quarter 2025 Financial Results
-Third quarter results reflect temporary planned scaled back in new planting and wholesale production
-Company remains on track to return to full production at existing greenhouses in the first quarter of 2026, by year-end 2025 will have the most cannabis acreage planted in the Company’s history
-Previously announced $95 per pound of biomass full year production cost target remains intact
-Conference Call to be held today November 12, 2025 at 5:00 p.m. ET
LONG BEACH, CA and TORONTO, November 12, 2025 - Glass House Brands Inc. (“Glass House” or the “Company”) (CBOE CA: GLAS.A.U) (CBOE CA: GLAS.WT.U) (OTCQX: GLASF) (OTCQX: GHBWF), one of the fastest-growing, vertically integrated cannabis companies in the U.S., today reported financial results for the third quarter ended September 30, 2025.
Third Quarter 2025 Highlights
(Unaudited results, unless otherwise stated, all results and dollar references are in U.S. dollars)
•Revenue of $38.4 million, ahead of guidance of $35 million to $38 million but down from $63.8 million last year and $59.9 million in the second quarter 2025.
•Gross Profit Margin was 31%, compared to 52% in third quarter 2024 and 53% in second quarter 2025.
•Adjusted EBITDA1 was negative $(2.3) million, compared to $20.4 million in third quarter 2024 and $18.1 million in second quarter 2025.
•Operating Cash Flow was negative $(5.1) million, compared to $13.2 million in third quarter 2024 and $17.7 million in second quarter 2025.
•Equivalent Dry Pound Production2 was 123,986 pounds, exceeding guidance of 95,000 pounds to 100,000 pounds but down from 232,295 in third quarter 2024 and 230,748 in second quarter 2025.
•Cost per Equivalent Dry Pound of Production3 was $128 per pound, compared to $103 per pound in third quarter 2024 and $91 per pound in second quarter 2025.
•Cash, Restricted Cash and Cash Equivalents balance was $29.8 million at quarter-end compared to $44.2 million at the end of second quarter 2025.
To watch Q3 2025 Results Video, Click Here.
Management Commentary
“In light of the events of this past summer we made the hard decision to completely revamp hiring and staffing practices for both employees and third-party labor contractors,” said Kyle Kazan, Co-Founder, Chairman and CEO of Glass House. “As anticipated, these actions resulted in temporary worker shortages as well as a planned scaled back in new planting and production.”
“Our quarterly results reflect the effects of these choices. Total revenue was $38.4 million, ahead of guidance but still down meaningfully year-over-year and below the mid-to-high $60 million level that we were tracking to prior to July 10th.”
“Retail and CPG segment results remained strong, with revenues for both segments up year-over-year and significantly outperforming those of the broader California cannabis market due to continued successful execution at retail and as our brands resonate with customers. The impact from our planned step back came in the wholesale segment and we experienced declines in wholesale
revenue due to reduced production. We produced almost 124,000 pounds of biomass, exceeding guidance of between 95,000 to 100,000 pounds but down from 232,000 pounds last year and 231,000 in the second quarter. Our cost of production was $128 per pound, up from the $91 per pound achieved in the second quarter as a result of reduced production scale and labor inefficiencies related to the new labor workforce.”
“We ended the third quarter with lower volumes and quality of biomass product available for sale than we had anticipated and expect this impact to continue into the fourth quarter. We have made considerable progress with the processing of legacy product and expect this will be completed prior to year-end. We are confident the impacts of our actions are temporary, and we anticipate a return to full production capacity within existing greenhouses in the first quarter of 2026.”
“We have also continued to advance our growth plans and have completed the buildout and planting of the first 1/3 of Greenhouse 2. By year-end of 2025, our cultivation team will have the most acres planted in Glass House’s history. We continue to expect the remainder of Greenhouse two to be fully built out and operational within 2026. Our more stringent labor controls have not materially impacted our cost of labor and our long-term production cost target of $95 per pound remains intact, demonstrating that our cost leadership remains our greatest advantage. We also continue to explore opportunities to participate in new markets, including through international export or intoxicating hemp, which should further increase our growth prospects.”
Third Quarter 2025 Operational Highlights and Subsequent Events
•Glass House Brands Announces and Completes Preferred Equity Refinancing
•Glass House Brands Provides Updates to Recent Events
•Glass House Brands Announces Passing of Board Member George Raveling
•Glass House Brands becomes the first U.S-based plant touching cannabis operator whose stock can be traded on the Robinhood platform
Q3 2025 Financial Results Discussion
Revenues for third quarter 2025 were $38.4 million, ahead of guidance of $35 million to $38 million and compared to $63.8 million in third quarter 2024 and $59.9 million in second quarter 2025. The decline is attributed to lower wholesale revenue due to reduced production.
The wholesale biomass segment revenue was $21.2 million, accounting for 55% of total revenue. Biomass production reached 123,986 pounds during Q3 2025, exceeding guidance of 95,000 pounds to 100,000 pounds and roughly half of what we would normally expect based on typical seasonality.
Third quarter 2025 retail segment revenue was $12.3 million compared to $11.2 million the third quarter of last year and $12.3 million in second quarter 2025. Retail gross margin was 50% in the third quarter, compared to 48% in the second quarter.
Wholesale CPG segment revenues were $5.0 million, representing a 10% sequential decrease and 4% year-over-year increase.
Third quarter consolidated gross profit was $11.8 million, compared to $33.4 million for the year-ago period and $31.9 million in second quarter 2025. Gross margin was 31%, compared to 52% in the third quarter of 2024 and 53% in the second quarter of 2025.
Average selling price was $155 per pound, compared to $229 in the third quarter of 2024 as we are still operating amidst challenged California pricing conditions.
General and administrative expenses were $15.9 million for the third quarter of 2025, up 10% from $14.4 million last year and 9% from $14.6 million in the second quarter.
Sales and marketing expenses were $0.7 million, compared to $0.6 million during the same period last year and $0.8 million in the prior quarter.
Professional fees were $2.5 million in Q3, compared to $2.0 million in Q2 2025 and $0.9 million in Q3 2024.
Depreciation and amortization in Q3 2025 were $4.0 million, compared to $3.9 million in Q2 2025 and $3.7 million in Q3 2024.
Adjusted EBITDA was negative $(2.3) million in Q3 2025, compared to $20.4 million in the third quarter 2024 and $18.1 million in Q2 2025.
Operating cash flow was negative $(5.1) million, compared to positive $13.2 million in the year-ago period and positive $17.7 million in Q2 2025.
As of September 30, 2025, the Company had $29.8 million of cash and restricted cash, compared to $44.2 million at the start of the third quarter. The Company spent $8.6 million in capex in the third quarter, which was mostly for Phase III expansion at Camarillo. The Company also paid $1.9 million in preferred stock dividend payments.
Preferred Equity Recapitalization
During the quarter, the Company completed a recapitalization and non-brokered private placement (collectively, the “Offering”) of approximately $77.5 million in Series E Convertible Preferred Stock replacing GH Group’s existing Series B and Series C Preferred Stock. Holders of Series B and Series C Preferred Stock were presented the opportunity to exchange into the Series E Preferred Stock and any electing not to exchange were redeemed in full.
Investors in the Series E Preferred Stock will receive an annual 12% dividend, which will accrue and be paid quarterly. The Series E Preferred Stock is convertible into a new class of GH Group Class B common stock at a conversion price of $9.00 per share at any time, and ultimately, exchangeable into the Company’s publicly-traded equity shares (the “Equity Shares”) on a one-for-one basis at any time. GH Group also will have a 5-year redemption right with respect to the Series E Preferred Stock upon the occurrence of each of the following: (i) the 60-day volume weighted average price of the Equity Shares is greater than or equal to $12.00, (ii) the average daily trading volume of the Equity Shares exceeds one million shares and (iii) the Equity Shares are trading on a major United States stock exchange. If the Company exercises its redemption right, the redemption price for the Series E Preferred Stock will be equal to the original purchase price per share plus any accrued and unpaid dividends.
By comparison, Series B and C Preferred Stock which were issued in 2022, offered a 22.5% cumulative annual dividend rate inclusive of a 10% annual cash dividend and 12.5% paid-in-kind (“PIK”) of additional preferred equity at the time of redemption.
Financial results and analyses will be available on the Company’s website on the ‘Investors’ and ‘News & Events’ drop-down menus (www.glasshousebrands.com) and SEDAR+ (www.sedarplus.ca).
Unaudited results, unless otherwise stated, all results are in U.S. dollars.
| Net Income / Loss | |||||||||||||||||
| (in thousands) | Q3 2024 | Q2 2025 | Q3 2025 | ||||||||||||||
| Revenues, Net | $ | 63,821 | $ | 59,867 | $ | 38,444 | |||||||||||
| Cost of Goods Sold | 30,379 | 27,936 | 26,686 | ||||||||||||||
| Gross Profit | 33,442 | 31,931 | 11,758 | ||||||||||||||
| % of Net Revenue | 52 | % | 53 | % | 31 | % | |||||||||||
| Operating Expenses: | |||||||||||||||||
| General and Administrative | 14,424 | 14,618 | 15,923 | ||||||||||||||
| Sales and Marketing | 620 | 803 | 703 | ||||||||||||||
| Professional Fees | 891 | 1,965 | 2,517 | ||||||||||||||
| Depreciation and Amortization | 3,731 | 3,905 | 3,994 | ||||||||||||||
| Impairment | 6,300 | — | — | ||||||||||||||
| Total Operating Expenses | 25,966 | 21,291 | 23,137 | ||||||||||||||
| Income (Loss) from Operations | 7,476 | 10,640 | (11,379) | ||||||||||||||
| Interest Expense | 2,255 | 1,919 | 1,819 | ||||||||||||||
| Loss on Change in Fair Value of Contingent Liabilities and Shares Payable | 17 | 95 | — | ||||||||||||||
| Other Income, Net | (523) | (5,087) | (2,081) | ||||||||||||||
| Total Other (Income) Expense, Net | 1,749 | (3,073) | (262) | ||||||||||||||
| Income Taxes | 8,935 | 4,969 | 1,071 | ||||||||||||||
| Net Income (Loss) | $ | (3,208) | $ | 8,744 | $ | (12,188) | |||||||||||
| Adjusted EBITDA | |||||||||||||||||
| (in thousands) | Q3 2024 | Q2 2025 | Q3 2025 | ||||||||||||||
| Net Income (Loss) (GAAP) | $ | (3,208) | $ | 8,744 | $ | (12,188) | |||||||||||
| Depreciation and Amortization | 3,731 | 3,905 | 3,994 | ||||||||||||||
| Interest, Net | 2,255 | 1,919 | 1,819 | ||||||||||||||
| Income Tax Expense | 8,935 | 4,969 | 1,071 | ||||||||||||||
| EBITDA (Non-GAAP) | 11,713 | 19,537 | (5,304) | ||||||||||||||
| Adjustments: | |||||||||||||||||
| Share-Based Compensation | 2,947 | 2,944 | 4,079 | ||||||||||||||
| Stock Appreciation Rights Expense | 25 | 37 | 50 | ||||||||||||||
| (Gain) Loss on Equity Method Investments | (45) | (44) | — | ||||||||||||||
| Change in Fair Value of Derivative Asset and Liability | (539) | 328 | 36 | ||||||||||||||
| Impairment Expense for Intangible Assets | 6,300 | — | — | ||||||||||||||
| Change in Fair Value of Contingent Liabilities and Shares Payable | 17 | 95 | — | ||||||||||||||
| Employee Retention Tax Credits | — | (4,750) | (2,318) | ||||||||||||||
| Non-Recurring Legal and Professional Fees | — | — | 1,190 | ||||||||||||||
| Adjusted EBITDA (Non-GAAP) | $ | 20,418 | $ | 18,147 | $ | (2,267) | |||||||||||
| Select Cash Flow Information | |||||||||||||||||
| (in thousands) | Q3 2024 | Q2 2025 | Q3 2025 | ||||||||||||||
| Net Income (Loss) | $ | (3,208) | $ | 8,744 | $ | (12,188) | |||||||||||
| Depreciation and Amortization | 3,731 | 3,905 | 3,994 | ||||||||||||||
| Share-Based Compensation | 2,947 | 2,944 | 4,079 | ||||||||||||||
| Impairment Expense for Intangibles | 6,300 | — | — | ||||||||||||||
| Loss on Change in Fair Value of Contingent Liabilities and Shares Payable | 17 | 95 | — | ||||||||||||||
| Other | 296 | 881 | 1,419 | ||||||||||||||
| Cash From Net Income (Loss) | 10,083 | 16,569 | (2,696) | ||||||||||||||
| Accounts Receivable | (251) | (3,248) | 3,715 | ||||||||||||||
| Income Taxes Receivable | (1,311) | 996 | (939) | ||||||||||||||
| Prepaid Expenses and Other Current Assets | (1,937) | (243) | (2,693) | ||||||||||||||
| Inventory | (2,265) | (3,987) | 293 | ||||||||||||||
| Other Assets | (3) | (96) | 1,342 | ||||||||||||||
| Accounts Payable and Accrued Liabilities | (916) | 4,290 | (5,804) | ||||||||||||||
| Income Taxes Payable | (3,320) | 1,290 | (1,317) | ||||||||||||||
| Other | 13,095 | 2,166 | 3,039 | ||||||||||||||
| Working Capital Impact | 3,092 | 1,168 | (2,364) | ||||||||||||||
| Operating Activities Cash Flow | 13,175 | 17,737 | (5,060) | ||||||||||||||
| Purchases of Property and Equipment | (1,417) | (9,458) | (8,626) | ||||||||||||||
| Other | — | 190 | (975) | ||||||||||||||
| Investing Activities Cash Flow | (1,417) | (9,268) | (9,601) | ||||||||||||||
| Proceeds from the Issuance of Notes Payable and Preferred Shares, Net of Redemption of Preferred Shares | — | — | 2,953 | ||||||||||||||
| Payments on Notes Payable, Third Parties and Related Parties | (1,888) | (1) | (586) | ||||||||||||||
| Distributions to Preferred Shareholders | (1,938) | (1,937) | (1,937) | ||||||||||||||
| Other | 1,249 | 55 | (199) | ||||||||||||||
| Financing Activities Cash Flow | (2,577) | (1,883) | 231 | ||||||||||||||
| Net Increase (Decrease) in Cash, Restricted Cash and Cash Equivalents | 9,181 | 6,586 | (14,430) | ||||||||||||||
| Cash, Restricted Cash and Cash Equivalents, Beginning of Period | 25,879 | 37,615 | 44,201 | ||||||||||||||
| Cash, Restricted Cash and Cash Equivalents, End of Period | $ | 35,060 | $ | 44,201 | $ | 29,771 | |||||||||||
| Select Balance Sheet Information | |||||||||||||||||
| (in thousands) | Q3 2024 | Q2 2025 | Q3 2025 | ||||||||||||||
| Cash and Restricted Cash | $ | 35,060 | $ | 40,701 | $ | 26,271 | |||||||||||
| Accounts Receivable, Net | 7,892 | 9,842 | 6,138 | ||||||||||||||
| Income Taxes Receivable | 1,311 | 933 | 1,872 | ||||||||||||||
| Prepaid Expenses and Other Current Assets | 6,303 | 15,355 | 20,679 | ||||||||||||||
| Inventory | 16,768 | 19,669 | 19,376 | ||||||||||||||
| Total Current Assets | 67,334 | 86,500 | 74,336 | ||||||||||||||
| Operating and Finance Lease Right-of-Use Assets, Net | 10,591 | 6,974 | 6,485 | ||||||||||||||
| Long Term Investments | 2,296 | 172 | — | ||||||||||||||
| Property, Plant and Equipment, Net | 213,218 | 222,999 | 222,405 | ||||||||||||||
| Intangible Assets, Net and Goodwill | 14,381 | 11,939 | 11,758 | ||||||||||||||
| Restricted Cash, Net of Current Portion | — | 3,500 | 3,500 | ||||||||||||||
| Other Assets | 4,909 | 2,477 | 1,333 | ||||||||||||||
| TOTAL ASSETS | $ | 312,729 | $ | 334,561 | $ | 319,817 | |||||||||||
| Accounts Payable and Accrued Liabilities | $ | 32,753 | $ | 37,532 | $ | 28,762 | |||||||||||
| Income Taxes Payable | 4,392 | 3,725 | 2,408 | ||||||||||||||
| Contingent Shares and Earnout Liabilities | 32,165 | — | — | ||||||||||||||
| Shares Payable | 2,975 | — | — | ||||||||||||||
| Current Portion of Operating and Finance Lease Liabilities | 2,383 | 2,111 | 2,023 | ||||||||||||||
| Current Portion of Notes Payable | 7,553 | — | 36 | ||||||||||||||
| Total Current Liabilities | 82,221 | 43,368 | 33,229 | ||||||||||||||
| Operating and Finance Lease Liabilities, Net of Current Portion | 8,386 | 4,795 | 4,418 | ||||||||||||||
| Other Non-Current Liabilities | 20,191 | 28,237 | 31,600 | ||||||||||||||
| Notes Payable, Net of Current Portion | 52,200 | 65,845 | 68,814 | ||||||||||||||
| TOTAL LIABILITIES | 162,998 | 142,245 | 138,061 | ||||||||||||||
| Preferred Equity Series B, C, D and E | 83,773 | 91,790 | 92,500 | ||||||||||||||
Additional Paid-In Capital, Accumulated Deficit and Non-Controlling Interest | 65,958 | 100,526 | 89,256 | ||||||||||||||
| TOTAL MEZZANINE EQUITY AND SHAREHOLDERS' EQUITY | 149,731 | 192,316 | 181,756 | ||||||||||||||
| TOTAL LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ EQUITY | $ | 312,729 | $ | 334,561 | $ | 319,817 | |||||||||||
| Notes Payable and Preferred Equity | |||||||||||||||||||||||
| (in thousands) | Q1 2025 | Q2 2025 | Q3 2025 | Comments | |||||||||||||||||||
| Notes Payable | |||||||||||||||||||||||
| Secured Credit Facility | $ | 50,000 | $ | 50,000 | $ | 50,000 | Maturity is 2/28/30 | ||||||||||||||||
| 2025 Lompoc Term Loan | — | — | 2,997 | Maturity is 8/4/35 | |||||||||||||||||||
| Series A | 11,895 | 11,895 | 11,895 | 8% semi annual interest, cash or shares, higher of 10 day VWAP 5 trading days prior to pay date or $4.08, Maturity 4/15/27 | |||||||||||||||||||
| Series B | 4,111 | 4,111 | 4,111 | 8% semi annual interest, cash or shares, lower of 10 day VWAP 5 trading days prior to pay date or $10.00, Maturity 4/15/27 | |||||||||||||||||||
| Plus Convertible Debt | 16,006 | 16,006 | 16,006 | ||||||||||||||||||||
| Other | (209) | (161) | (153) | Mostly original issue discount | |||||||||||||||||||
| Notes Payable Total | $ | 65,797 | $ | 65,845 | $ | 68,850 | |||||||||||||||||
| Preferred Equity | |||||||||||||||||||||||
| Series B | $ | 67,495 | $ | 70,042 | $ | — | |||||||||||||||||
| Series C | 6,507 | 6,748 | — | ||||||||||||||||||||
| Series D | 15,000 | 15,000 | 15,000 | Currently at 15% dividend with 15% cash payment until 8/24/28 when it increases to 20% dividend with 20% cash payment | |||||||||||||||||||
| Series E | — | — | 77,500 | 12% dividend with 12% cash payment | |||||||||||||||||||
| Preferred Equity Total | $ | 89,002 | $ | 91,790 | $ | 92,500 | |||||||||||||||||
| Cash Payments | |||||||||||||||||||||||
| Debt Amortization | $ | 42,022 | $ | 1 | $ | 597 | Q1 2025 Includes $40.6 million paid on 2/28/2025 for the Secured Credit Agreement; principal payments on the Secured Credit Facility start in 2027 | ||||||||||||||||
| Cash Interest | 876 | 1,203 | 1,222 | 8.58% interest rate on the Senior Secured Credit Facility, entered into on 2/28/25 | |||||||||||||||||||
| Debt Service | 42,898 | 1,204 | 1,819 | ||||||||||||||||||||
| Series B | 1,250 | 1,249 | — | ||||||||||||||||||||
| Series C | 125 | 125 | — | ||||||||||||||||||||
| Series D | 563 | 563 | 563 | 15% annual rate until 8/24/28 when it increases to 20% | |||||||||||||||||||
| Series E | — | — | 1,898 | 12% annual rate | |||||||||||||||||||
| Preferred Equity Dividends | 1,938 | 1,937 | 2,461 | ||||||||||||||||||||
| Total Debt Service and Dividends | $ | 44,836 | $ | 3,141 | $ | 4,280 | |||||||||||||||||
| Equity Table | |||||||||||||||||||||||
| (in thousands, except share price) | Q3 2025 | Q2 2025 | Change | Comments | |||||||||||||||||||
| Total Equity and Exchangeable Shares | 79,886 | 79,081 | 805 | Shares issued in connection with exercise of RSUs, ISOs, and warrants and to acquire remaining non-controlling interest in consolidated subsidiary | |||||||||||||||||||
| Warrants | |||||||||||||||||||||||
| Series D | 2,980 | 2,980 | — | Exercise price of $6.00 with an expiration date of August 2028 | |||||||||||||||||||
| Series C | 1,000 | 1,000 | — | Exercise price of $5.00 with an expiration date of August 2027 | |||||||||||||||||||
| Series B | 9,719 | 9,739 | (20) | Exercise price of $5.00 with an expiration date of August 2027 | |||||||||||||||||||
| SPAC | 30,665 | 30,665 | — | Exercise price of $11.50 with an expiration date of June 2026 | |||||||||||||||||||
| Total Warrants | 44,364 | 44,384 | (20) | ||||||||||||||||||||
| Stock Options | 333 | 381 | (48) | Weighted average exercise price of $3.10 with expiration dates from January 2026 to June 2026 | |||||||||||||||||||
| RSUs | 5,876 | 6,194 | (318) | Up to 3-year vesting through 2028 | |||||||||||||||||||
| Total | 6,209 | 6,575 | (366) | ||||||||||||||||||||
| Share Price at Quarter End | $ | 7.54 | $ | 6.05 | $ | 1.49 | |||||||||||||||||
| Convertible Debentures | |||||||||||||||||||||||
| Series A | $ | 11,895 | $ | 11,895 | $ | — | 8% semi annual interest, cash or shares, higher of 10 day VWAP 5 trading days prior to pay date or $4.08, Maturity 4/15/27 | ||||||||||||||||
| Series B | 4,111 | 4,111 | — | 8% semi annual interest, cash or shares, lower of 10 day VWAP 5 trading days prior to pay date or $10.00, Maturity 4/15/27 | |||||||||||||||||||
| Total Convertible Debentures | $ | 16,006 | $ | 16,006 | $ | — | |||||||||||||||||
| Number of Shares if Converted Assuming Share Price at Quarter End | 2,123 | 2,646 | (523) | ||||||||||||||||||||
| Revenue | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 | FY 2023 | FY 2024 | ||||||||||||||||||||||||||||||||||||||||||||
| Retail (B2C) | $ | 9,921 | $ | 10,885 | $ | 11,214 | $ | 11,796 | $ | 11,788 | $ | 12,262 | $ | 12,255 | $ | 39,078 | $ | 43,816 | |||||||||||||||||||||||||||||||||||
| Wholesale CPG (B2B) | 4,253 | 3,979 | 4,777 | 4,987 | 4,747 | 5,483 | 4,958 | 16,062 | 17,996 | ||||||||||||||||||||||||||||||||||||||||||||
| Wholesale Biomass (B2B) | 15,926 | 39,074 | 47,830 | 36,256 | 28,283 | 42,122 | 21,231 | 105,696 | 139,086 | ||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 30,100 | $ | 53,938 | $ | 63,821 | $ | 53,039 | $ | 44,818 | $ | 59,867 | $ | 38,444 | $ | 160,836 | $ | 200,898 | |||||||||||||||||||||||||||||||||||
| Sequential % Change | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail (B2C) | 4 | % | 10 | % | 3 | % | 5 | % | — | % | 4 | % | — | % | |||||||||||||||||||||||||||||||||||||||
| Wholesale CPG (B2B) | 4 | % | (6) | % | 20 | % | 4 | % | (5) | % | 16 | % | (10) | % | |||||||||||||||||||||||||||||||||||||||
| Wholesale Biomass (B2B) | (40) | % | 145 | % | 22 | % | (24) | % | (22) | % | 49 | % | (50) | % | |||||||||||||||||||||||||||||||||||||||
| Total | (26) | % | 79 | % | 18 | % | (17) | % | (15) | % | 34 | % | (36) | % | |||||||||||||||||||||||||||||||||||||||
| % Change to Prior Year | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail (B2C) | 6 | % | 8 | % | 11 | % | 23 | % | 19 | % | 13 | % | 9 | % | 46 | % | 12 | % | |||||||||||||||||||||||||||||||||||
| Wholesale CPG (B2B) | 14 | % | 1 | % | 11 | % | 22 | % | 12 | % | 38 | % | 4 | % | (4) | % | 12 | % | |||||||||||||||||||||||||||||||||||
| Wholesale Biomass (B2B) | 10 | % | 28 | % | 41 | % | 36 | % | 78 | % | 8 | % | (56) | % | 155 | % | 32 | % | |||||||||||||||||||||||||||||||||||
| Total | 9 | % | 21 | % | 32 | % | 31 | % | 49 | % | 11 | % | (40) | % | 89 | % | 25 | % | |||||||||||||||||||||||||||||||||||
| Gross Profit | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 | FY 2023 | FY 2024 | ||||||||||||||||||||||||||||||||||||||||||||
| Retail (B2C) | $ | 5,253 | $ | 5,162 | $ | 4,952 | $ | 5,396 | $ | 5,653 | $ | 5,861 | $ | 6,166 | $ | 21,551 | $ | 20,763 | |||||||||||||||||||||||||||||||||||
| Wholesale CPG (B2B) | 1,065 | 886 | 1,398 | 1,168 | 1,221 | 1,949 | 1,477 | 1,223 | 4,517 | ||||||||||||||||||||||||||||||||||||||||||||
| Wholesale Biomass (B2B) | 6,208 | 22,626 | 27,092 | 16,187 | 13,191 | 24,121 | 4,115 | 58,195 | 72,113 | ||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 12,526 | $ | 28,674 | $ | 33,442 | $ | 22,751 | $ | 20,065 | $ | 31,931 | $ | 11,758 | $ | 80,969 | $ | 97,393 | |||||||||||||||||||||||||||||||||||
| % of Revenue | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail (B2C) | 53 | % | 47 | % | 44 | % | 46 | % | 48 | % | 48 | % | 50 | % | 55 | % | 47 | % | |||||||||||||||||||||||||||||||||||
| Wholesale CPG (B2B) | 25 | % | 22 | % | 29 | % | 23 | % | 26 | % | 36 | % | 30 | % | 8 | % | 25 | % | |||||||||||||||||||||||||||||||||||
| Wholesale Biomass (B2B) | 39 | % | 58 | % | 57 | % | 45 | % | 47 | % | 57 | % | 19 | % | 55 | % | 52 | % | |||||||||||||||||||||||||||||||||||
| Total | 42 | % | 53 | % | 52 | % | 43 | % | 45 | % | 53 | % | 31 | % | 50 | % | 48 | % | |||||||||||||||||||||||||||||||||||
| Wholesale Biomass Production and Cost per Pound | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 | FY 2023 | FY 2024 | |||||||||||||||||||||||||||||||||||||||||||||
| Equivalent Dry Pounds of Production | 61,392 | 149,717 | 232,295 | 165,074 | 152,568 | 230,748 | 123,986 | 356,722 | 608,478 | ||||||||||||||||||||||||||||||||||||||||||||
| % Change to Prior Year | 28 | % | 45 | % | 128 | % | 60 | % | 149 | % | 54 | % | (47) | % | 84 | % | 71 | % | |||||||||||||||||||||||||||||||||||
| Cost per Equivalent Dry Pounds of Production | $ | 182 | $ | 148 | $ | 103 | $ | 110 | $ | 108 | $ | 91 | $ | 128 | $ | 136 | $ | 123 | |||||||||||||||||||||||||||||||||||
| % Change to Prior Year | (7) | % | 6 | % | (13) | % | (9) | % | (41) | % | (39) | % | 24 | % | (6) | % | (10) | % | |||||||||||||||||||||||||||||||||||
| Ending Operational Canopy Licensed (000 sq. ft) | 959 | 1,525 | 1,525 | 1,525 | 1,525 | 1,525 | 1,525 | 959 | 1,525 | ||||||||||||||||||||||||||||||||||||||||||||
| Wholesale Biomass Sold and Average Selling Price per Pound | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 | FY 2023 | FY 2024 | |||||||||||||||||||||||||||||||||||||||||||||
| Equivalent Dry Pounds Sold | 56,432 | 137,866 | 209,175 | 164,660 | 146,555 | 204,015 | 137,026 | 338,957 | 568,133 | ||||||||||||||||||||||||||||||||||||||||||||
| % Change to Prior Year | 13 | % | 53 | % | 108 | % | 68 | % | 160 | % | 48 | % | (34) | % | 97 | % | 68 | % | |||||||||||||||||||||||||||||||||||
| Equivalent Dry Pounds Sold Average Selling Price | $ | 282 | $ | 283 | $ | 229 | $ | 220 | $ | 193 | $ | 206 | $ | 155 | $ | 312 | $ | 245 | |||||||||||||||||||||||||||||||||||
| % Change to Prior Year | (3) | % | (17) | % | (32) | % | (19) | % | (32) | % | (27) | % | (32) | % | 43 | % | (21) | % | |||||||||||||||||||||||||||||||||||
Equivalent Dry Pounds Average Selling Price excludes the impact of cultivation tax.
Conference Call
The Company will host a conference call to discuss the results today, November 12, 2025 at 5:00 p.m. Eastern Time.
| Webcast and Replay: | Register Here | ||||
| Dial-In Number: | 1-800-715-9871 | ||||
| Conference ID: | 2131917# | ||||
(replay available for approximately 30 days)
In addition, content related to the earnings call including a transcript and audio recording of the call, as well as the Company’s financial statements and management’s discussion and analysis of financial condition and results of operations for the period (upon completion), will be posted to the Company’s website and can be found here. Content from previous reporting periods is also available.
Non-GAAP Financial Measures
Glass House defines EBITDA as Net Income (Loss) (GAAP) adjusted for interest and financing costs, income taxes, depreciation, and amortization. Adjusted EBITDA is defined as EBITDA excluding share-based compensation, stock appreciation rights expense, loss (gain) on equity method investments, impairment expense for goodwill and intangible assets, change in fair value of derivative liabilities, change in fair value of contingent liabilities and shares payable, certain debt-related fees, acquisition related professional fees, non-operational start-up costs, employee retention tax credits and non-recurring legal and professional fees.
EBITDA and Adjusted EBITDA are presented because management has evaluated the financial results both including and excluding the adjusted items and believe that the supplemental non-GAAP financial measures presented provide additional perspective and insights when analyzing the core operating performance of the business. Such supplemental non-GAAP financial measures are not standardized financial measures under U.S. GAAP used to prepare the Company's financial statements and might not be comparable to similar financial measures disclosed by other companies and, thus, should only be considered in conjunction with the GAAP financial measures presented herein.
The Company has provided a table above that provides a reconciliation of the Company's Net Income (Loss) (GAAP) to Adjusted EBITDA for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 and three months ended June 30, 2025.
Footnotes and Sources:
1.EBITDA and Adjusted EBITDA are non-GAAP financial measures that are not defined by U.S. GAAP and may not be comparable to similar measures presented by other companies. Please see “Non-GAAP Financial Measures” herein for further information and for a reconciliation of such non-GAAP measures to the closest GAAP measure.
2.Equivalent Dry Pound Production includes all dry production (flower, smalls and trim) plus equivalent dry weight for wet weight and fresh frozen not converted into dry weight by the Company.
3.Cost per Equivalent Dry Pound of Production, is the application of a subset of Costs of Goods Sold for cannabis biomass production (including all expenses from nursery and cultivation to curing and trimming - the point at which product is ready for sales as wholesale cannabis or to be transferred to CPG) applied to the Company's metric of dry production which includes all dry production (flower, smalls and trim) plus equivalent dry weight for wet weight and fresh frozen that is not converted into dry goods by the Company.
About Glass House Brands
Glass House is one of the fastest-growing, vertically integrated cannabis companies in the U.S., with a dedicated focus on the California market and building leading, lasting brands to serve consumers across all segments. Whether it be through its portfolio of brands, which includes Glass House Farms, PLUS Products, Allswell and Mama Sue Wellness or its network of retail dispensaries throughout the state of California, which includes The Farmacy, Natural Healing Center and The Pottery, Glass House is committed to realizing its vision of excellence: outstanding cannabis products, produced sustainably, for the benefit of all. For more information and company updates, visit www.glasshousebrands.com/ and https://ir.glasshousebrands.com/contact/email-alerts/.
Forward Looking Statements
This news release contains certain forward-looking information and forward-looking statements, as defined in applicable securities laws (collectively referred to herein as “forward-looking statements”). Forward-looking statements reflect current expectations or beliefs regarding future events or the Company's future performance or financial results. All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “continues”, “forecasts”, “projects”, “predicts”, “intends”, “anticipates”, “targets” or “believes”, or variations of, or the negatives of, such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved. Forward-looking statements in this news release include, without limitation, the Company’s: ability to further deliver strong operational and financial results; ability to continue growing high quality cannabis at the lowest cost; statement that California, the most competitive cannabis market in the world, is experiencing pricing at levels which the Company would describe as destructive, meaning many cultivators in the state are likely having “going concern” issues; statement that we are pursuing additional MSA opportunities for both retail as well as cultivation and production; statement while we are confident the impacts of our actions are temporary, we saw lower volumes and quality of biomass product available for sale than we had anticipated and expect this to continue into the fourth quarter; statement that we have made considerable progress with the processing of legacy product, and expect this will be completed prior to year-end; statement that based on our progress to date, we continue to anticipate being back to full production capacity within existing greenhouses in the first quarter of 2026; statement that we have continued to advance our growth plans and have completed the buildout and planting of the first 1/3 of Greenhouse 2; statement by the end of 2025, our cultivation team will have the most acres planted in Glass House’s history; statement that we continue to expect the remainder of Greenhouse 2 as well as Greenhouse 4 to be fully built out and operational within 2026; statement that our more stringent labor controls have not materially impacted our cost of labor and our long-term cost structure is unchanged; statement that looking ahead, we remain optimistic about favorable industry trends, including prospects for cannabis reform, international expansion into Europe and pursuing a commercial hemp strategy; statement that we know our company will move past these near-term hurdles and come of out of it even stronger; statement that our future prospects remain strong as we continue to pursue our plans to increase our growth trajectory; statement the Company completed a preferred equity refinancing that has eliminated burdensome Payment-in-Kind terms related to the former Series B and Series C Preferred Stock in turn reducing cumulative interest.
Although the Company believes that the expectations expressed in such statements are based on reasonable assumptions, such statements do not guarantee future performance and actual results or developments may differ materially from those in the statements. There are certain factors that could cause actual results to differ materially from those in the forward-looking information, including financial and operational results not proving to be as expected or on the timelines expected; the Company not completing certain proposed acquisition or financing transactions at all, or on the timelines expected; the Company not achieving the synergies expected; and other risks disclosed in the Company's Annual Information Form and other public filings on SEDAR+ at www.sedarplus.ca. Accordingly, readers should not place undue reliance on forward-looking statements.
For more information on the Company, investors are encouraged to review the Company's public filings on SEDAR+ at www.sedarplus.ca. The forward-looking statements and financial outlooks contained in this news release speak only as of the date of this news release or as of the date or dates specified in such statements. The Company disclaims any intention or obligation to update or revise any forward- looking information, whether as a result of new information, future events or otherwise, other than as required by law.
For further information, please contact:
Glass House Brands Inc.
Jon DeCourcey, Vice President of Investor Relations
T: (781) 724-6869
E: ir@glasshousebrands.com
Investor Relations Contact:
KCSA Strategic Communications
Phil Carlson
T: 212-896-1233
E: GlassHouseIR@kcsa.com