Grown Rogue (GRUSF) notifies SEC of late 10-K amid IFRS-to-US GAAP shift

Rhea-AI Filing Summary

Grown Rogue International, Inc. filed a Form 12b-25 notifying the SEC it will miss its Annual Report on Form 10-K for the period ended December 31, 2025. The company states it ceased to qualify as a foreign private issuer and, effective January 1, 2026, must convert its financial statements from IFRS to U.S. GAAP. Management says final accounting adjustments for the transition prevent timely filing without unreasonable effort or expense and that it expects to file within the additional time allowed by Rule 12b-25.

Insights

Accounting Transition Specialist

Changing reporting regimes requires restatements and reconciliations that commonly delay filings.

Converting consolidated statements from IFRS to U.S. GAAP often requires reclassifications, new measurement bases, and reconciliations for prior periods. The company cites these final accounting adjustments as the cause for the late 10-K.

Key dependencies include completion of comparative reconciliations and auditor review; timing is tied to those close‑out steps and is shown as expected within the Rule 12b-25 extension.

Securities Compliance Counsel

The filing is a procedural notification under Rule 12b-25, not a disclosure of results.

Form 12b-25 formally requests the additional filing window by stating the reasons and anticipated cure date. The filing also discloses the issuer status change from foreign private issuer to a U.S. domestic reporting company effective January 1, 2026.

Watch for the subsequently filed Form 10-K and any auditor exhibits; the late‑filing notice itself does not quantify operational or financial impacts.

Key Figures

Period Ended: December 31, 2025 Effective status change: January 1, 2026 Signature date: March 30, 2026

3 metrics

Period Ended December 31, 2025 Subject annual report period

Effective status change January 1, 2026 Date registrant ceased to qualify as a foreign private issuer

Signature date March 30, 2026 Date the Form 12b-25 was signed by the CFO

Key Terms

foreign private issuer, IFRS, U.S. GAAP, Rule 12b-25

4 terms

foreign private issuer regulatory

"ceased to qualify as a “foreign private issuer” as defined under Rule 3b-4"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

IFRS financial

"financial statements were prepared in accordance with IFRS"

International Financial Reporting Standards (IFRS) are a set of common accounting rules used by many companies worldwide to prepare financial statements, so numbers like revenue, profit and assets are measured in the same way across borders. For investors, IFRS matters because it makes it easier to compare the financial health and performance of different companies—like using the same ruler to measure different objects—reducing surprises and helping informed investment decisions.

U.S. GAAP financial

"required to prepare its consolidated financial statements in accordance with U.S. GAAP"

U.S. GAAP is a set of rules and standards that companies in the United States follow to prepare their financial reports. It helps ensure that financial information is consistent and clear, so investors and others can compare and understand a company's financial health easily.

Rule 12b-25 regulatory

"expects to be able to file within the additional time allowed by this Form"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check One):	☒  Form 10-K   ☐ Form 20-F   ☐ Form 11-K   ☐ Form 10-Q   ☐ Form N-SAR   ☐ Form N-CSR
	For Period Ended: December 31, 2025 ☐   Transition Report on Form 10-K ☐   Transition Report on Form 20-F ☐   Transition Report on Form 11-K ☐   Transition Report on Form 10-Q ☐   Transition Report on Form N-SAR For the Transition Period Ended: _______________________

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:

PART I – REGISTRANT INFORMATION

Grown Rogue International Inc.

Full name of registrant:

N/A

Former name if applicable:

550 Airport Road

Address of principal executive office (Street and number):

Medford, Oregon, 97504

City, state and zip code

PART II – RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)

	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III – NARRATIVE

Grown Rogue International, Inc. (the “Registrant”) ceased to qualify as a “foreign private issuer” as defined under Rule 3b-4 of the Securities Exchange Act of 1934, as amended, and beginning as of January 1, 2026 has become subject to the reporting requirements applicable to U.S. domestic issuers. The Registrant's management has been working to finalize the accounting adjustments required by its initial transition from International Financial Reporting Standards (“IFRS”) to U.S. Generally Accepted Accounting Principles (“U.S. GAAP”), and, consequently, the Registrant is unable to file its Annual Report on Form 10-K within the prescribed time period without unreasonable effort or expense. The Registrant expects to be able to file within the additional time allowed by this Form.

PART IV – OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

	Andrew Marchington		458		226-2662
	(Name)		(Area Code)		(Telephone Number)

(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).
	☒ Yes   ☐ No
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
	☒ Yes   ☐ No
	If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
	Previously, as a “foreign private issuer,” the Registrant's financial statements were prepared in accordance with IFRS. As the Registrant no longer qualifies as a “foreign private issuer,” it is now required to prepare its consolidated financial statements in accordance with U.S. GAAP. Due to differences in accounting treatments between IFRS and U.S. GAAP, certain amounts historically reported for the Registrant's financial position, operating results, and cash flows under IFRS will change under U.S. GAAP standards, and therefore, will be incomparable to amounts previously reported under IFRS for all previous periods.

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Grown Rogue International Inc.

(Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date:	March 30, 2026		By:	/s/ Andrew Marchington
			Name:	Andrew Marchington
			Title:	Chief Financial Officer

3

ATTENTION

Intentional misstatements or omissions of fact constitute Federal criminal violations. (See 18 U.S.C. 1001).

4

FAQ

Why did Grown Rogue (GRUSF) file a Form 12b-25?

They filed to notify the SEC of a late Form 10-K filing due to an accounting transition. The company ceased to qualify as a foreign private issuer and must convert financials from IFRS to U.S. GAAP, requiring final adjustments delaying the 10-K.

When did Grown Rogue become subject to U.S. domestic reporting?

The company states it ceased to be a foreign private issuer effective January 1, 2026. That change requires preparation of consolidated financial statements under U.S. GAAP instead of IFRS.

Will Grown Rogue still file the Form 10-K?

Yes; the registrant expects to file the Form 10-K within the additional time allowed by Rule 12b-25. The notice states management is finalizing accounting adjustments before filing.

Does the Form 12b-25 state any change in reported results?

No specific earnings changes are provided. The filing explains prior IFRS amounts will differ under U.S. GAAP and thus be incomparable to previously reported periods.

Who signed the late‑filing notice for GRUSF and when?

The notice was signed by Andrew Marchington, Chief Financial Officer, on March 30, 2026. His contact details appear on the form for follow‑up.