Investment funds linked to Aaron Edelheit boost Grown Rogue (GRUSF) stake

Rhea-AI Filing Summary

Grown Rogue International Inc. insider filing shows additional shares acquired through investment funds affiliated with Aaron Edelheit. On 06/24/2025, the funds collectively acquired 349,500 shares of common stock at $0.32 per share, reported as indirect beneficial ownership.

This amended Form 4 corrects an earlier error by adjusting 8,500 shares for Mindset Value Wellness Fund LP. According to the filing, the funds collectively own 37,311,733 shares following the transactions, with Mindset Capital LLC and Aaron Edelheit holding voting and dispositive power over shares acquired by the funds.

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

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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^*

Mindset Value Wellness Fund LP

(Last) (First) (Middle)

30 WEST MISSION STREET

SUITE 8

(Street)

SANTA BARBARA CA 93101

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Grown Rogue International Inc. [ GRUSF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/24/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
06/25/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	06/24/2025		C		349,500	A	$0.32	14,884,329	I	See footnote(1)(2)(3)

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

1. Name and Address of Reporting Person^*

Mindset Value Wellness Fund LP

(Last) (First) (Middle)

30 WEST MISSION STREET

SUITE 8

(Street)

SANTA BARBARA CA 93101

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Mindset Value Fund LP

(Last) (First) (Middle)

30 WEST MISSION STREET

SUITE 8

(Street)

SANTA BARBARA CA 93101

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

W&GP Fund 1 LLC

(Last) (First) (Middle)

30 WEST MISSION STREET

SUITE 8

(Street)

SANTA BARBARA CA 93101

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Mindset Capital LLC

(Last) (First) (Middle)

30 WEST MISSION STREET

SUITE 8

(Street)

SANTA BARBARA CA 93101

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Edelheit Aaron

(Last) (First) (Middle)

30 WEST MISSION STREET

SUITE 8

(Street)

SANTA BARBARA CA 93101

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Reflects an adjustment of 8,500 shares to correct the shares acquired by Mindset Value Wellness Fund LP on June 24, 2025.

2. Aaron Edelheit is the Managing Member of Mindset Capital LLC, which serves as the General Partner of Mindset Value Fund LP and Mindset Value Wellness Fund LP, and the Managing Member of W&GP Fund 1 LLC (the "Funds").

3. As of June 24, 2025, the Funds acquired the shares as specified in Table I (collectively, the Funds acquired 349,500 shares and collectively own 37,311,733 shares following the transactions). As General Partner and Managing Member of the Fund(s), as applicable, Mindset Capital LLC, and Aaron Edelheit as Managing Member of Mindset Capital LLC, each possess the power to vote and dispose or direct the disposition of the shares acquired by the Funds.

	Mindset Value Wellness Fund LP By: /s/ Aaron Edelheit, Managing Member of Mindset Capital LLC, General Partner of Mindset Value Wellness Fund LP	01/28/2026
	Mindset Value Fund LP By: /s/ Aaron Edelheit, Managing Member of Mindset Capital LLC, General Partner of Mindset Value Fund LP	01/28/2026
	W&GP Fund 1 LLC By: /s/ Aaron Edelheit, Managing Member of Mindset Capital LLC, Managing Member of W&GP Fund 1 LLC	01/28/2026
	Mindset Capital LLC By: /s/ Aaron Edelheit, Managing Member of Mindset Capital LLC	01/28/2026
	/s/ Aaron Edelheit	01/28/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Grown Rogue (GRUSF) report on this amended Form 4?

The filing reports that affiliated funds collectively acquired 349,500 Grown Rogue common shares on June 24, 2025 at $0.32 per share. The position is held indirectly through investment funds, rather than as directly owned stock by an individual insider.

Why was this Grown Rogue (GRUSF) Form 4 filing amended?

The amendment corrects an 8,500 share error in the number of shares acquired by Mindset Value Wellness Fund LP on June 24, 2025. This adjustment ensures the reported transaction amounts and resulting beneficial ownership accurately reflect the funds’ true holdings.

How many Grown Rogue (GRUSF) shares do the reporting funds own after the transaction?

The filing states that the funds collectively own 37,311,733 Grown Rogue common shares following the June 24, 2025 transactions. This figure represents combined indirect beneficial ownership across Mindset Value Fund LP, Mindset Value Wellness Fund LP, and W&GP Fund 1 LLC.

Who controls voting and disposition of the Grown Rogue (GRUSF) shares held by the funds?

Mindset Capital LLC, as General Partner or Managing Member of the funds, and Aaron Edelheit, as Managing Member of Mindset Capital LLC, have power to vote and dispose of the Grown Rogue shares acquired and held by the funds, according to the filing’s explanatory footnote.

At what price were the newly acquired Grown Rogue (GRUSF) shares purchased?

The funds acquired 349,500 Grown Rogue common shares at a price of $0.32 per share on June 24, 2025. This per-share transaction price is disclosed in Table I of the insider ownership and transaction details.

What is Aaron Edelheit’s role in the Grown Rogue (GRUSF) insider filing?

Aaron Edelheit is the Managing Member of Mindset Capital LLC, which manages the reporting funds. Through this role, he is attributed with power to vote and dispose of Grown Rogue shares held by the funds, and signs the filing on behalf of each reporting entity.