BLMH Holdings (BLMH) grants 2.55M-share performance award to Adnant LLC

Rhea-AI Filing Summary

BLMH Holdings, Inc. reported that it issued 2,551,020 shares of common stock to Adnant, LLC, a related party managed by CEO Sabas Carrillo, as a performance-based equity award at an implied price of $0.98 per share. Following this award, Adnant indirectly holds 11,496,094 common shares, while Carrillo also directly holds 92,389 common shares. Adnant additionally holds 3,571,429 shares of Series V Preferred Stock, which are convertible into common stock under set terms, and 595,238 warrants to purchase common stock.

Insights

Equity compensation analyst

BLMH granted a large, related-party equity award via Adnant, LLC, increasing insider-linked holdings.

BLMH Holdings, Inc. issued 2,551,020 common shares to Adnant, LLC, a related party managed by CEO Sabas Carrillo, as a performance-based equity award at an implied price of $0.98 per share on December 31, 2025. This is compensation, not an open-market purchase.

After the grant, Adnant indirectly holds 11,496,094 common shares, 3,571,429 Series V Preferred shares (each convertible into one-third of a common share after the first anniversary, with automatic conversion on the fourth), and 595,238 warrants. Carrillo also directly holds 92,389 common shares.

The award was not registered under the Securities Act and relied on a Section 4(a)(2) private offering exemption. Future company filings may provide additional context on overall dilution and how this related-party equity compensation fits into broader governance and incentive structures.

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

OMB APPROVAL

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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)
12/31/2025

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	12/31/2025		A(3)		2,551,020	A	$0.98	11,496,094	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. 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.

	/s/ Sabas Carrillo	01/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did BLMH report for Sabas Carrillo on this Form 4?

BLMH reported the issuance of 2,551,020 shares of common stock to Adnant, LLC, an entity managed by CEO Sabas Carrillo. The shares were granted as a performance-based equity award and are reported as indirectly owned by Carrillo through Adnant, rather than as a market purchase.

At what price was the BLMH equity award to Adnant, LLC calculated?

The 2,551,020 BLMH common shares issued to Adnant, LLC were valued at an implied price of $0.98 per share. This valuation reflects the terms of a performance-based equity award under an Engagement Letter ratified by the company’s board of directors.

How many BLMH common shares does Adnant, LLC hold after the reported transaction?

After the transaction, Adnant, LLC indirectly holds 11,496,094 BLMH common shares. These shares include the 2,551,020 newly issued as a performance-based equity award, increasing the equity position associated with CEO and managing member Sabas Carrillo through the Adnant, LLC structure.

What are the terms of BLMH’s Series V Preferred Stock held by Adnant, LLC?

Each share of BLMH’s Series V Preferred Stock held by Adnant, LLC is convertible into one-third of a common share. Conversion is at the holder’s option after the first anniversary of issuance, and each share automatically converts into common stock on the fourth anniversary date.

What derivative securities related to BLMH common stock does Adnant, LLC beneficially own?

Adnant, LLC beneficially owns 595,238 warrants to purchase BLMH common stock, exercisable at $0.46 per share. The warrants become exercisable on December 30, 2024, and expire on December 31, 2027, adding another layer of potential common equity exposure linked to the CEO-managed entity.

Was the BLMH share issuance to Adnant, LLC registered under the Securities Act?

The share issuance to Adnant, LLC was not registered under the Securities Act of 1933. BLMH relied on the private offering exemption provided by Section 4(a)(2), which is typically used for transactions not involving a public offering of securities to general investors.