[Form 4] BLUM HOLDINGS, INC. Insider Trading Activity

Rhea-AI Filing Summary

BLUM Holdings, Inc. reported an insider debt-for-equity conversion and share issuance involving its CEO. On 11/13/2025, accounts payable of $1,500,000 owed by the company to Adnant, LLC were converted into 1,530,612 shares of common stock at a price of $0.98 per share. On the same date, the company also issued 2,482,308 additional common shares to Adnant under a Debt Conversion Agreement dated 12/30/2024 at the same per-share price. Following these transactions, Adnant held 8,945,074 shares of common stock indirectly for the reporting person, along with 3,571,429 shares of Series V Preferred Stock and 595,238 warrants to purchase common stock. Each Series V Preferred share is convertible into one-third of a common share beginning one year after issuance and will automatically convert on the fourth anniversary.

Insights

Equity and capital structure analyst

Insider converts $1,500,000 debt to equity and increases indirect stake.

The CEO of BLUM Holdings, Inc., through Adnant, LLC, oversaw the conversion of outstanding accounts payable of $1,500,000 into 1,530,612 shares of common stock at $0.98 per share. In addition, 2,482,308 common shares were issued to Adnant under a Debt Conversion Agreement dated December 30, 2024, also at $0.98 per share. These actions shift a portion of the company’s obligations from debt into equity.

After the reported transactions, the reporting person indirectly beneficially owns 8,945,074 common shares, 3,571,429 shares of Series V Preferred Stock, and 595,238 warrants to purchase common stock at an exercise price of $0.46, exercisable from December 30, 2024 to December 31, 2027. The Series V Preferred Stock is convertible into common shares at a one-third ratio starting one year after issuance and will automatically convert on the fourth anniversary, which may increase the common share count over time.

The Debt Conversion Agreement includes a provision that if the company later enters into a financing with a third party on more favorable per-share economics, Adnant can request that the agreement be amended to match at least those terms. The actual impact on existing shareholders will depend on the company’s future financing activity and the eventual conversion or exercise of the preferred shares and warrants.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Carrillo Sabas D

(Last) (First) (Middle)

11516 DOWNEY AVE

(Street)

DOWNEY CA 90241

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BLUM HOLDINGS, INC. [ BLMH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/13/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/13/2025		J(3)		1,530,612	A	$0.98(4)	6,462,766	I	Adnant, LLC(1)
Common Stock	11/13/2025		J(5)		2,482,308	A	$0.98(5)	8,945,074	I	Adnant, LLC(1)
Common Stock								92,389	D
Series V Preferred Stock								3,571,429(2)	I	Adnant, LLC(1)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants to Purchase Common Stock	$0.46							12/30/2024	12/31/2027	Common Stock	595,238		595,238	I	Adnant, LLC(1)

Explanation of Responses:

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

2. Each share of Series V Preferred Stock is convertible at the option of the holder into 1/3 of a share of Common Stock at any time from and after the first anniversary of the issuance date. Each share of Series V Preferred Stock automatically converts into Common Stock on the fourth anniversary of the issuance date.

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

4. Conversion price of $0.98 per share.

5. 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.

	/s/ Sabas Carrillo	11/17/2025
	** Signature of Reporting Person	Date
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