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[Form 4] Grown Rogue International Inc. Insider Trading Activity

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Grown Rogue International Inc. (GRUSF): Mindset-affiliated investment vehicles and related parties reported purchases on 09/16/2025. The filing shows the Funds collectively acquired 50,000 shares of Common Stock at $0.429 per share, recorded as an acquisition by Mindset Value Wellness Fund LP with the resulting collective beneficial ownership of 37,955,433 shares across the reporting parties. The ownership is reported as indirect, and the filing states that Aaron Edelheit, through Mindset Capital LLC (General Partner/Managing Member), has the power to vote and dispose of the shares held by the Funds. All reporting entities and Aaron Edelheit signed the Form 4 on 09/17/2025.

Positive

  • Insider purchase disclosed showing alignment of reporting persons with the issuer through a purchase on 09/16/2025.
  • Clear attribution of control—the filing explains voting and disposition authority via Mindset Capital LLC and Aaron Edelheit.

Negative

  • Indirect ownership concentration remains with the reporting group (collective beneficial ownership of 37,955,433 shares), which may indicate concentrated control.
  • Transaction size is small (50,000 shares) relative to the reported collective holdings, providing limited new information about a change in stake.

Insights

TL;DR: A related investor group increased its stake modestly; ownership remains concentrated and controlled indirectly by Aaron Edelheit.

The reported acquisition of 50,000 common shares at $0.429 each is a small incremental purchase relative to the reported collective holding of 37,955,433 shares. The filing confirms indirect beneficial ownership and centralized voting/disposition authority via Mindset Capital LLC and Aaron Edelheit. For investors, this disclosure clarifies insider ownership structure and recent incremental buying but does not, by itself, change the capital structure or indicate a material transaction size relative to total shares outstanding (not provided in this filing).

TL;DR: Reporting is complete on control and signature lines; the filing documents consolidated control by a single manager.

The Form 4 clearly identifies Mindset Value Wellness Fund LP as the holder of the 50,000-share acquisition and explains, via signed footnotes, the chain of control: Mindset Capital LLC as General Partner/Managing Member and Aaron Edelheit as Managing Member. Signatures from each reporting entity dated 09/17/2025 are present, meeting Section 16 reporting requirements. The disclosure demonstrates proper attribution of voting and dispositive power but does not provide additional governance actions or changes in board composition.

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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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)
09/16/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
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 09/16/2025 C 50,000 A $0.429 15,528,029 I See footnote(1)(2)
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. 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"). The Funds acquired the shares as specified in Table I (collectively, the Funds acquired 50,000 shares and collectively own 37,955,433 shares following the transactions). As General Partner and Managing Member of the Funds, 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.
2. These shares are held by Mindset Value Wellness Fund LP.
Mindset Value Wellness Fund LP By: /s/ Aaron Edelheit, Managing Member of Mindset Capital LLC, General Partner of Mindset Value Wellness Fund LP 09/17/2025
Mindset Value Fund LP By: /s/ Aaron Edelheit, Managing Member of Mindset Capital LLC, General Partner of Mindset Value Fund LP 09/17/2025
W&GP Fund 1 LLC By: /s/ Aaron Edelheit, Managing Member of Mindset Capital LLC, Managing Member of W&GP Fund 1 LLC 09/17/2025
Mindset Capital LLC By: /s/ Aaron Edelheit, Managing Member of Mindset Capital LLC 09/17/2025
/s/ Aaron Edelheit 09/17/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transaction did the Form 4 for GRUSF report?

The filing reports that the Funds acquired 50,000 shares of Common Stock on 09/16/2025 at a price of $0.429 per share.

Who holds the shares reported in the Form 4 for GRUSF?

The shares are held by Mindset Value Wellness Fund LP, and the filing states the Funds collectively own 37,955,433 shares following the transactions.

Who has voting and disposition power over the reported shares?

According to the filing, Mindset Capital LLC (as General Partner/Managing Member) and Aaron Edelheit (Managing Member) possess the power to vote and direct disposition of the shares held by the Funds.

When was the Form 4 signed and filed?

The signature block shows authorized signatures dated 09/17/2025 for all reporting entities and Aaron Edelheit.

Does the Form 4 show direct or indirect ownership?

The acquisition and resulting holdings are reported as indirect beneficial ownership.
Grown Rogue Intl Inc

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GRUSF Stock Data

114.81M
150.90M
30.99%
8.62%
Drug Manufacturers - Specialty & Generic
Healthcare
Link
United States
Medford