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 October, 2026.
Commission File Number 001-43373
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
x Form 40-F
INCORPORATION BY REFERENCE
Exhibit 99.1 of this Report on Form 6-K is incorporated by reference into the Registration Statements on Form F-10 (File No. 333-297455)
and Form S-8 (File No. 333-288297) of the Registrant, each as amended or supplemented.
SIGNATURE
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.
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Glass House Brands Inc. |
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| Date: October 26, 2026 |
/s/ Kyle Kazan |
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By: Kyle Kazan |
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Title: Chief Executive Officer |
EXHIBIT INDEX
| Exhibit Number |
|
Description |
| 99.1 |
|
Material Change Report, dated October
26, 2026 |
Exhibit 99.1
FORM 51-102F3
MATERIAL CHANGE
REPORT
| Item 1. | Name and Address of Company |
Glass House Brands Inc. (the "Company")
3645 Long Beach Boulevard
Long Beach, California 90807
| Item 2. | Date of Material Change |
October 19, 2026
The news release disclosing the material
change was disseminated by the Company on October 19, 2026 through GlobeNewswire and is available on SEDAR+ (www.sedarplus.ca)
under the Company's issuer profile.
| Item 4. | Summary of Material Change |
On October 19, 2026, the Company
announced preliminary and unaudited financial results for the third quarter ended September 30, 2026 and that John "Jay"
Nichols Jr. has resigned as a director of the Company.
| Item 5. | Full Description of Material Change |
On October 19, 2026, the Company
announced preliminary and unaudited financial results for the third quarter ended September 30, 2026. Unless otherwise noted, financial
results of operations reflect continuing operations, and prior-period results of operations have been recast to exclude the historical
results of Glass House Retail, LLC ("GHR"), which was deconsolidated on June 12, 2026. For the third quarter ended September 30,
2026, the Company anticipates:
| · | revenue of $56.8 million, compared to $47.0 million
in the second quarter of 2026 and $26.2 million in the third quarter of 2025; |
| · | record biomass production of approximately 317,000
pounds, up from 246,000 pounds in the second quarter of 2026; |
| · | cost of production of approximately $110 per
pound, compared to $122 per pound in the second quarter of 2026; |
| · | average selling price of $150 per pound, compared
to $211 per pound in the second quarter of 2026 and $155 per pound in the third quarter of 2025; |
| · | gross profit of $14.9 million (26% margin), compared
to $15.8 million (34%) in the second quarter of 2026 and $5.6 million (21%) in the third quarter of 2025; |
| · | operating cash flow of negative $(0.4) million,
compared to positive $0.2 million in the second quarter of 2026 and negative $(5.1) million in the third quarter of 2025 (second quarter
of 2026 and third quarter of 2025 amounts include the operating cash flows of GHR); |
| · | total proceeds raised under the Company's at-the-market
("ATM") offering program of $18 million, at an average price of $8.11 per share, and proceeds raised from warrants of $10 million
during the quarter; and |
| · | period ending cash, restricted cash and cash
equivalents of $39.7 million, a $17.6 million increase compared to $22.1 million at the end of the previous quarter. |
The Company also reiterated its full year
2026 production forecast of approximately 1 million pounds and its long-term cost of production target of $95 per pound, and expects fourth
quarter cost of production to be in line with the third quarter. The Company also announced that it has turned off the ATM.
These results are preliminary and unaudited
and remain subject to change.
The Company also announced that John "Jay"
Nichols Jr. has resigned as a director of the Company. The Company thanked Mr. Nichols for his service and wished him the best in
his future endeavors.
| Item 6. | Reliance on subsection 7.1(2) of National Instrument 51-102 |
Not applicable.
| Item 7. | Omitted Information |
Not applicable.
Benjamin Vega
General Counsel and Corporate Secretary
Tel: (562) 264-5078
October 26, 2026.
This material change report 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 material change report
include, without limitation, statements regarding the Company's financial outlook, operational plans and expected results. All
forward-looking statements, including those herein, are qualified by this cautionary statement. Although the Company believes that
the expectations expressed in such statements are based on reasonable assumptions, such statements are not guarantees of future
performance and actual results or developments may differ materially from those in the statements. Accordingly, readers should not
place undue reliance on forward-looking statements. There are certain factors that could cause actual results to differ materially
from those in the forward-looking information, including those risks disclosed in the Company's most recent Annual Information
Form available on SEDAR+ at www.sedarplus.ca and in the Company's most recent Form 40-F available on EDGAR at www.sec.gov.
For more information on the Company, investors are encouraged to review the Company's public filings on SEDAR+ at www.sedarplus.ca
and on EDGAR at www.sec.gov. The forward-looking statements contained in this material change report speak only as of the date of
this material change report 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.
