false
0001743745
0001743745
2026-02-11
2026-02-11
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): February 11, 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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
Notice
of Appointment of Chief Executive Officer
On
February 11, 2026, the Board of Directors (the “Board”) of Greenlane Holdings, Inc. (the “Company”)
unanimously appointed Jason Hitchcock as Chief Executive Officer of the Company, effective immediately.
Jason
Hitchcock, 40, is the co-founder of Four Moons, a decentralized finance startup advisory that provides defi protocols and go-to-market
advisory services, focusing on liquid token investment strategies. He served in this role between January 2021 and April 2025. Mr. Hitchcock
was also previously the Head of Business Development of Nonfungible labs (thirdweb), from October 2024 through June 2025 and prior to
that was Head of Ecosystem from December 2022 until October 2024. In his role as Head of Business Development, Mr. Hitchcock created
and led the go-to-market for thirdweb’s enterprise chain developer infrastructure services. Prior to thirdweb, Mr. Hitchcock served
as a senior manager of strategic partnerships for Twitch, a live streaming platform from June 2019 through August 2021. Mr. Hitchcock
received a Bachelor of Arts in political science from Carleton College.
There
are no arrangements or understandings between Mr. Hitchcock and any other persons pursuant to which he was appointed as Chief Executive
Officer. In addition, there are no family relationships between Mr. Hitchcock and any director or executive officer of the Company, and
Mr. Hitchcock is not party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In
connection with his appointment as Chief Executive Officer, Mr. Hitchcock entered into an employment agreement (the “Employment
Agreement”) with the Company, pursuant to which the Company will pay Mr. Hitchcock a base salary of $300,000 per year,
which shall be reviewed annually and may be increased at the Board’s discretion. Mr. Hitchcock is also eligible for
an annual performance bonus with a target equal
to 100% of his base salary subject to Company
and personal performance metrics and approval by the Board and to participate in the Company’s
benefit plans on the same basis as other senior executives of the Company.
Mr. Hitchcock will also be granted an option to purchase up to 250,000
shares of the Company’s common stock subject to customary vesting and other terms as determined by the Compensation Committee of
the Board, under the Company’s 2019 Equity Incentive Plan.
The
Employment Agreement provides that Mr. Hitchcock’s employment with the Company will be at-will
and may be terminated by the Company with or without
cause, as defined therein, or by Mr. Hitchcock upon 60 days’ prior written notice in the event
of resignation without good reason, or notice and a 15-day cure period in the event of resignation for good reason. In
the event Mr. Hitchcock’s employment is terminated by the Company without cause, or upon Mr. Hitchcock’s resignation for
good reason, Mr. Hitchcock will be entitled to (a) all accrued but unpaid base salary up to the date
of termination of employment, (b) any incurred but unreimbursed expenses up to the date of termination of employment, (c) any other amounts
due under applicable law, (d) any earned but unpaid prior-year bonus, and (e) severance equal to nine months of base salary subject to
all customary withholding and deductions. In the
event of termination for cause, Mr. Hitchcock will
be entitled only to accrued compensation and benefits through the date of termination.
Additionally,
as of the date hereof, the Company entered into its standard form of indemnification agreement with Mr. Hitchcock, pursuant to which
the Company has agreed to indemnify him in accordance with the indemnification agreement.
The
foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by the full text of
the Employment Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits
(a)
Exhibits
| Number |
|
Description |
| 10.1 |
|
Employment
Agreement, by and between the Company and Jason Hitchcock, dated as of February 11, 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:
February 18, 2026 |
By: |
/s/
Vanessa Guzmán-Clark |
| |
|
Vanessa
Guzmán-Clark |
| |
|
Chief
Financial Officer |
