Greenlane Holdings (NASDAQ: GNLN) wins approval for flexible reverse stock split

Rhea-AI Filing Summary

Greenlane Holdings, Inc. reported the results of a special stockholder meeting where investors approved flexibility for a potential reverse stock split of its Class A common stock. Stockholders authorized the Board to implement a reverse split in a range from 1-for-5 to 1-for-15, without reducing the authorized share count, at any time on or before April 30, 2026 in its sole discretion. The reverse split proposal passed with 1,878,157 votes for, 194,308 against and 2,133 abstentions. A related proposal to adjourn the meeting, if needed to solicit additional proxies, also received approval, but adjournment was unnecessary because support for the reverse split was sufficient. The company reported that 2,074,598 shares, or approximately 41.2% of the 5,039,563 shares outstanding as of the February 25, 2026 record date, were represented virtually or by proxy at the meeting.

Insights

Equity structure and corporate actions analyst

Stockholders gave Greenlane’s board broad authority to execute a reverse split, but timing and ratio remain at the board’s discretion.

The approval allows Greenlane Holdings to execute a reverse stock split between 1-for-5 and 1-for-15 for its Class A common stock. Such actions typically consolidate shares without changing overall shareholder economic ownership, but they can affect trading dynamics and per-share price.

The Board may choose any ratio within the approved range and act any time on or before April 30, 2026. Actual impact depends on whether the Board implements a split, which ratio it selects, and subsequent market response, none of which are specified in this disclosure.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 25, 2026

GREENLANE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-38875		83-0806637
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

4800 N Federal Hwy, Suite B200
Boca Raton FL		33431
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (877) 292-7660

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, $0.01 par value per share		GNLN		Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

On March 25, 2026, Greenlane Holdings, Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”). At the Special Meeting, a total of 2,074,598 shares of the Company’s Class A common stock, $0.01 par value per share (the “Common Stock”), or approximately 41.2% of the 5,039,563 shares of Common Stock, issued and outstanding as of the close of business on February 25, 2026, the record date for the Special Meeting, were represented virtually or by proxy.

At the Special Meeting, the Company’s stockholders considered two proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on February 26, 2026.

Set forth below is a brief description of each proposal voted upon at the Special Meeting and the voting results with respect to each proposal.

Proposal No. 1: To approve any amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Common Stock, within a range of 1-for-5 to 1-for-15 (or any number in between), without reducing the authorized number of shares of the Common Stock, and the filing of a final amendment with the ratio within such range to be determined in the sole discretion of the Board of Directors of the Company at any time on or before April 30, 2026, without further approval or authorization of the Company’s stockholders (the “Reverse Stock Split Proposal”).

Votes For		Votes Against		Abstentions
1,878,157		194,308		2,133

Proposal No. 2: To consider and vote upon an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Reverse Stock Split Proposal.

Votes For		Votes Against		Abstentions
1,953,925		118,968		1,705

An adjournment of the Special Meeting was not necessary because there were sufficient votes in favor of the Reverse Stock Split Proposal.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Number		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

	GREENLANE HOLDINGS, INC.
Date: March 25, 2026	By:	/s/ Jason Hitchcock
		Name: Jason Hitchcock
		Title: Chief Executive Officer

FAQ

What did Greenlane Holdings (GNLN) stockholders approve at the March 2026 special meeting?

Stockholders approved a reverse stock split authorization for Greenlane Holdings’ Class A common stock. The Board may implement a split in a range of 1-for-5 to 1-for-15, at its discretion, any time on or before April 30, 2026, without further stockholder approval.

What reverse stock split range did Greenlane Holdings (GNLN) authorize?

Greenlane stockholders authorized a reverse stock split within a range of 1-for-5 to 1-for-15. This means the Board can later choose any single ratio in that range, consolidating outstanding shares while keeping the authorized number of Class A common shares unchanged.

Did Greenlane Holdings (GNLN) change its authorized share count with the reverse split approval?

The approval explicitly allows a reverse stock split without reducing the authorized number of Class A common shares. Only the number of issued and outstanding shares would be affected by any future split, leaving the company’s authorized share capacity at the same level.

How many Greenlane Holdings (GNLN) shares were represented at the special meeting?

At the special meeting, 2,074,598 shares of Class A common stock were represented virtually or by proxy. This equaled approximately 41.2% of the 5,039,563 shares outstanding as of the February 25, 2026 record date used for determining eligible voters.

What were the voting results for Greenlane Holdings’ reverse stock split proposal?

The reverse stock split proposal received 1,878,157 votes for, 194,308 votes against, and 2,133 abstentions. These results provided sufficient support to approve the amendment authorizing a future reverse split, so no adjournment or additional proxy solicitation was required for that proposal.

Was Greenlane Holdings (GNLN) required to adjourn the special meeting to seek more votes?

No, adjournment was not required. Although stockholders approved a proposal authorizing potential adjournment to solicit additional proxies, the reverse stock split proposal already had sufficient votes in favor, eliminating the need to delay or extend the meeting proceedings.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 34.1 KB
• EX-101 XBRL PRESENTATION FILE 22.3 KB