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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 3, 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
7.01 Regulation FD Disclosure
On
March 3, 2026, Greenlane Holdings, Inc. (the “Company”) issued a press release regarding the posting of an investor overview
document titled “Investor Overview: Greenlane Holdings and the Berachain Digital Asset Treasury Strategy” on the Company’s
website (the “Investor Overview Press Release”). A copy of the Investor Overview Press Release is furnished
herewith as Exhibit 99.1 to this Current Report on Form 8-K.
Also
on March 3, 2026, the Company issued a press release providing an update on its holdings of units of BERA, the native digital asset of
the layer-1 blockchain protocol known as Berachain (the “BERA Update Press Release”). A copy of the BERA Update Press Release
is furnished herewith as Exhibit 99.2 to this Current Report on Form 8-K.
The
information disclosed under this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, each attached hereto, shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or
otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference
in such a filing.
Item
8.01 Other Events
On
March 3, 2026, the Company provided an update on its holdings of units of BERA. As of February 27, 2026, the Company held approximately
70.4 million units of BERA. Between December 4, 2025 and February 27, 2026, the Company acquired approximately 9 million units of BERA
at prices ranging from approximately $0.40 to $0.93 per unit of BERA. As of February 27, 2026, the Company had deployed approximately
50 million units of BERA into validator infrastructure on the Berachain network. The Company also reported that as of February 27, 2026,
the publicly reported annualized Proof of Liquidity staking rate on the Berachain network was approximately 25%, subject to prevailing
network conditions.
Item
9.01 Financial Statements and Exhibits
(a)
Exhibits
| Number |
|
Description |
| 99.1 |
|
Investor Overview Press Release dated March 3, 2026 |
| 99.2 |
|
BERA Update Press Release dated March 3, 2026 |
| 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. |
| |
|
|
| Dated:
March 4, 2026 |
By: |
/s/
Jason Hitchcock |
| |
|
Jason
Hitchcock |
| |
|
Chief
Executive Officer |
Exhibit
99.1
Greenlane
Posts Investor Overview on Company Website
Boca
Raton, Florida - MARCH 3, 2026 - Greenlane Holdings, Inc. (“Greenlane” or the “Company”) (Nasdaq: GNLN),
a company with a Berachain-focused Digital Asset Treasury (“DAT”), today announced the posting of an investor overview document
titled “Investor Overview: Greenlane Holdings and the Berachain Digital Asset Treasury Strategy” (the “Investor Overview”)
on the Company’s website.
The
Investor Overview provides background on the Company’s Berachain-focused digital asset treasury strategy, including the Company’s
publicly reported BERA holdings, staking activity, and validator deployment, as well as an overview of the Berachain ecosystem. All Company-specific
data referenced in the Investor Overview is derived exclusively from previously issued press releases and SEC filings.
The
Investor Overview is available at: https://gnln.com/berastrategy/
The
Investor Overview does not contain or reflect any information regarding the Company’s financial results for the fiscal year ended
December 31, 2025, which have not yet been reported. The Company’s Annual Report on Form 10-K for the fiscal year ended December
31, 2025 is expected to be filed with the SEC in due course.
About
Greenlane
Greenlane
is a global platform for the development and distribution of premium lifestyle accessories and consumer products through a broad network
of specialty and convenience retailers and direct-to-consumer channels. Alongside its operating business, in October 2025, the Company
initiated a Berachain-focused digital asset treasury strategy dedicated to acquiring BERA and increasing BERA-per-share through treasury
management. The Company is a Berachain ecosystem participant focused on supporting the development and operation of blockchain-based
infrastructure, including assets and applications built on Berachain. The Company engages in network staking, validator participation,
liquidity provisioning, and strategic initiatives intended to contribute to the long-term sustainability of decentralized protocols within
its portfolio.
About
Berachain
Berachain
(BERA) is the first blockchain powered by Proof of Liquidity, an extension of Proof of Stake that aligns network security with ecosystem
liquidity. Rather than locking tokens in isolation, Berachain’s PoL mechanism incentivizes users to provide liquidity to decentralized
finance applications and stake receipt tokens in Reward Vaults to earn BGT, a non-transferable governance token. Validators direct BGT
emissions to Reward Vaults based on protocol incentives, creating a market-driven flywheel that rewards liquidity providers, validators,
and stakers in concert. The network operates with three native tokens—BERA (gas and staking), BGT (governance and rewards), and
HONEY (native stablecoin)—designed to support sustainable on-chain economies. Berachain reports that it has raised $150 million
from leading digital asset investors including Brevan Howard, Framework Ventures, Polychain Capital, Samsung Next, Laser Digital by Nomura,
Goldentree Asset Management, SBI VC Trade and more.
Investor
Contact:
IR@greenlane.com
or
PCG
Advisory
Kevin
McGrath
+1-646-418-7002
Forward-Looking
Statements
This
press release contains statements that constitute “forward-looking statements.” Forward-looking statements are statements
other than historical facts and include, without limitation, statements regarding progress and achievement of the Company’s goals
regarding BERA acquisition, staking, and validator participation, the development of the Berachain network ecosystem including business
adoption of the network, the long-term value of BERA, continued growth and advancement of the Company’s DAT strategy and the applicable
benefits to the Company, and other projections or statements of plans and objectives.
These
forward-looking statements are based on current expectations, estimates, assumptions, and projections, and involve known and unknown
risks, uncertainties, and other factors, many of which are beyond the Company’s control, that may cause actual results, performance,
or achievements to differ materially from those expressed or implied by such statements. Important factors that may affect actual results
include, among others, the Company’s ability to execute its growth strategy; its ability to raise and deploy capital effectively;
developments in technology and the competitive landscape; changes in the regulatory landscape applicable to digital assets, including
BERA; the market performance of BERA; and other risks and uncertainties described under “Risk Factors” in the Company’s
Annual Report on Form 10-K filed with the SEC on March 21, 2025, Quarterly Report on Form 10-Q for the quarter ended September 30, 2025
filed with the SEC on November 14, 2025 and in other subsequent filings with the SEC. These filings are available at www.sec.gov. The
forward-looking statements in this press release speak only as of the date of this document, and the Company undertakes no obligation
to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required
by law.
Cautionary
Note Regarding Digital Assets
BERA
is a digital asset that is not legal tender, is not backed by any government or central bank, and may be subject to extreme price volatility,
regulatory uncertainty and technological risk. Investments in and exposures to digital assets such as BERA are highly speculative and
may result in the loss of all or a substantial portion of the invested capital. Statements about the Berachain protocol, its consensus
model, ecosystem projects, and fundraising are based on publicly available information and/or information provided by third parties.
The Company has not independently verified all such information and makes no representation as to its accuracy or completeness. Protocol
parameters and incentive mechanisms may change over time through governance or other processes. The Company’s activities involving
BERA and other digital assets may not be suitable for all investors and are subject to the risks described in the “Risk Factors”
in the Company’s Annual Report on Form 10-K filed with the SEC on March 21, 2025, Quarterly Report on Form 10-Q for the quarter
ended September 30, 2025 filed with the SEC on November 14, 2025 and in other subsequent filings with the SEC. These filings are available
at www.sec.gov.
Exhibit
99.2
Greenlane
Provides Digital Asset Treasury Update:
Completes
Deployment of Approximately 50 Million Units of BERA
Total
holdings of approximately 70.4 million units of BERA as of February 27, 2026
Up
to 50 million units of BERA deployed into validator infrastructure across multiple operators
Jason
Hitchcock appointed Chief Executive Officer to advance DAT strategy
Boca
Raton, Florida - MARCH 3, 2026 - Greenlane Holdings, Inc. (“Greenlane” or the “Company”) (Nasdaq: GNLN),
a company with a Berachain-focused Digital Asset Treasury (“DAT”), is providing an update on its holdings of units of BERA
and deployment activity.
Digital
Asset Treasury Holdings Update
As
of February 27, 2026, the Company held approximately 70.4 million units of BERA1. Since the Company’s last treasury
update on December 8, 2025, the following developments have occurred:
BERA
Purchases: Between December 4, 2025 and February 27, 2026, the Company acquired approximately 9 million units of BERA at prices ranging
from approximately $0.40 to $0.93 per unit of BERA.
Validator
Deployment: In January 2026, the Company announced plans to deploy up to 50 million units of BERA into validator infrastructure
on the Berachain network comprising approximately 20 million units of BERA across two independently operated validators (announced January
20, 2026) and up to 30 million units of BERA through a partnership with Infrared Finance (announced January 26, 2026). Validator deployment
has been structured across multiple operators and is intended to align with Berachain’s protocol-level decentralization constraints.
As of February 27, 2026, the Company had deployed approximately 50 million units of BERA into validator infrastructure.
Staking
Activity: The Company has sought to stake substantially all of its liquid on-chain holdings of BERA, including units held directly
or managed pursuant to structured agreements, through Proof of Liquidity (“PoL”) staking and validator participation. As
of February 27, 2026, the publicly reported annualized PoL staking rate on the Berachain network was approximately 25%2, subject
to prevailing network conditions3.
Leadership
Update
On
February 18, 2026, the Company announced the appointment of Jason Hitchcock as Chief Executive Officer. Mr. Hitchcock is a technology
executive with over 15 years of experience building and scaling revenue engines across SaaS, blockchain infrastructure, and decentralized
finance. He most recently served as Head of Business Development at thirdweb. His mandate is expected to include overseeing corporate
strategy, capital allocation, and the continued development of the Company’s DAT initiatives, including seeking to deepen participation
within the Berachain ecosystem across validator infrastructure, staking, and liquidity provisioning.
“Since
joining Greenlane, my immediate focus has been on the disciplined execution of our Digital Asset Treasury strategy. We have continued
to deploy units of BERA into validator infrastructure across the Berachain ecosystem and remain focused on transparent reporting and
prudent capital allocation as we seek to build long-term value for shareholders,” said Jason Hitchcock, Chief Executive Officer.
1
Total BERA holding as of February 27, 2026 is comprised of (i) initial BERA holding of 54.2 million units of BERA, per Greenlane
press release dated October 24, 2025, (ii) cumulative open-market purchases of 14.9 million units of BERA, (iii) BERA earned from staking
and validator participation, and (iv) BERA acquired through structured token trading agreements.
2
Annualized protocol rate calculated using weekly data. “Return” refers to protocol rewards measured in BERA units.
A quoted rate of return is a point-in-time protocol figure. Reward and return metrics can fluctuate rapidly, and should not be viewed
as indicative of future results or as any guarantee of future performance. The current and historical annualized rates of return may
be viewed at any point on https://hub.berachain.com/stake/
3
Prevailing network conditions include, but may not be limited to, protocol parameter changes, reward schedule adjustments, validator
set changes and market volatility.
About
Greenlane
Greenlane
is a global platform for the development and distribution of premium lifestyle accessories and consumer products through a broad network
of specialty and convenience retailers and direct-to-consumer channels. Alongside its operating business, in October 2025, the Company
initiated a Berachain-focused digital asset treasury strategy dedicated to acquiring BERA and increasing BERA-per-share through treasury
management. The Company is a Berachain ecosystem participant focused on supporting the development and operation of blockchain-based
infrastructure, including assets and applications built on Berachain. The Company engages in network staking, validator participation,
liquidity provisioning, and strategic initiatives intended to contribute to the long-term sustainability of decentralized protocols within
its portfolio.
About
Berachain
Berachain
(BERA) is the first blockchain powered by Proof of Liquidity, an extension of Proof of Stake that aligns network security with ecosystem
liquidity. Rather than locking tokens in isolation, Berachain’s PoL mechanism incentivizes users to provide liquidity to decentralized
finance applications and stake receipt tokens in Reward Vaults to earn BGT, a non-transferable governance token. Validators direct BGT
emissions to Reward Vaults based on protocol incentives, creating a market-driven flywheel that rewards liquidity providers, validators,
and stakers in concert. The network operates with three native tokens—BERA (gas and staking), BGT (governance and rewards), and
HONEY (native stablecoin)—designed to support sustainable on-chain economies. Berachain reports that it has raised $150 million
from leading digital asset investors including Brevan Howard, Framework Ventures, Polychain Capital, Samsung Next, Laser Digital by Nomura,
Goldentree Asset Management, SBI VC Trade and more.
Investor
Contact:
IR@greenlane.com
or
PCG
Advisory
Kevin
McGrath
+1-646-418-7002
Forward-Looking
Statements
This
press release contains statements that constitute “forward-looking statements.” Forward-looking statements are statements
other than historical facts and include, without limitation, statements regarding progress and achievement of the Company’s goals
regarding BERA acquisition, staking, and validator participation, the development of the Berachain network ecosystem including business
adoption of the network, the long-term value of BERA, continued growth and advancement of the Company’s DAT strategy and the applicable
benefits to the Company, and other projections or statements of plans and objectives.
These
forward-looking statements are based on current expectations, estimates, assumptions, and projections, and involve known and unknown
risks, uncertainties, and other factors, many of which are beyond the Company’s control, that may cause actual results, performance,
or achievements to differ materially from those expressed or implied by such statements. Important factors that may affect actual results
include, among others, the Company’s ability to execute its growth strategy; its ability to raise and deploy capital effectively;
developments in technology and the competitive landscape; changes in the regulatory landscape applicable to digital assets, including
BERA; the market performance of BERA; and other risks and uncertainties described under “Risk Factors” in the Company’s
Annual Report on Form 10-K filed with the SEC on March 21, 2025, Quarterly Report on Form 10-Q for the quarter ended September 30, 2025
filed with the SEC on November 14, 2025 and in other subsequent filings with the SEC. These filings are available at www.sec.gov. The
forward-looking statements in this press release speak only as of the date of this document, and the Company undertakes no obligation
to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required
by law.
Cautionary
Note Regarding Digital Assets
BERA
is a digital asset that is not legal tender, is not backed by any government or central bank, and may be subject to extreme price volatility,
regulatory uncertainty and technological risk. Investments in and exposures to digital assets such as BERA are highly speculative and
may result in the loss of all or a substantial portion of the invested capital. Statements about the Berachain protocol, its consensus
model, ecosystem projects, and fundraising are based on publicly available information and/or information provided by third parties.
The Company has not independently verified all such information and makes no representation as to its accuracy or completeness. Protocol
parameters and incentive mechanisms may change over time through governance or other processes. The Company’s activities involving
BERA and other digital assets may not be suitable for all investors and are subject to the risks described in the “Risk Factors”
in the Company’s Annual Report on Form 10-K filed with the SEC on March 21, 2025, Quarterly Report on Form 10-Q for the quarter
ended September 30, 2025 filed with the SEC on November 14, 2025 and in other subsequent filings with the SEC. These filings are available
at www.sec.gov.
