[8-K] urban-gro, Inc. Reports Material Event

Rhea-AI Filing Summary

ZoomInfo Technologies Inc. (ticker ZI) filed a Form 4 on 07/02/2025 revealing that HSKB Funds II, LLC, a 10% owner, executed one insider transaction on 07/01/2025.

• Transaction details: 13,910 shares of common stock were distributed under transaction code “J,” which covers non-market, company-related transfers. The stated price was $0, confirming no open-market sale.
• Purpose: Footnote (1) clarifies the distribution went to ZoomInfo employees (with some shares sold to cover their tax obligations).
• Post-transaction holding: HSKB Funds II directly owns 479,306 shares, down from 493,216 prior to the transfer—an ownership reduction of roughly 2.8%.
• Implications: Because the move is an internal equity allocation rather than a cash sale, it carries limited signalling value for outside investors and has negligible impact on market float or insider sentiment.

Positive

• Employee equity distribution reinforces incentive alignment without open-market dilution or cash sale.
• Transparent disclosure via timely Form 4 filing upholds governance best practices.

Negative

• Minor reduction in insider ownership (-13,910 shares) could be viewed as a slight decrease in alignment, though immaterial.

Insights

Securities Analyst

TL;DR – Internal share distribution; neutral signal, negligible market impact.

The Form 4 shows a modest 13,910-share disposition (≈2.8% of the reporting person’s stake) coded “J,” meaning it is an administrative transfer, not an open-market sale. The $0 price and accompanying footnote confirm the shares moved to employees to settle tax liabilities. Remaining ownership of 479,306 shares keeps HSKB Funds II comfortably above the 10% threshold. Because no cash changed hands and the shares stay within the corporate ecosystem, the filing should not materially affect valuation or investor perception. I rate the impact neutral (0).

Corporate Governance Expert

TL;DR – Governance-friendly employee equity allocation; no red flags.

The transfer supports ZoomInfo’s equity-based compensation while maintaining transparency through timely Form 4 disclosure. The internal nature, zero consideration, and small relative size mitigate concerns about insider confidence. The action aligns with best practices for employee incentive structures and does not trigger governance alarms. Overall impact: neutral (0).

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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):

June 26, 2025

URBAN-GRO, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-39933		46-5158469
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1751 Panorama Point, Unit G Lafayette, Colorado		80026
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (720) 390-3880

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
Common stock, par value $0.001 per share		UGRO		The Nasdaq Stock Market LLC

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 1.01. Entry into a Material Definitive Agreement.

On June 26, 2025, urban-gro, Inc. (the “Company”) entered into a business loan and security agreement (the “Loan Agreement”) with an effective date of June 24, 2025 (the “Effective Date”) by and among, Agile Capital Funding, LLC, Agile Lending , LLC, a Virginia limited liability company and each assignee that becomes a party pursuant to Section 12.1 of the Loan Agreement (the “Lenders”), the Company and 2WR Of Colorado Inc., UG Construction, Inc., 2WR of Georgia, Inc., urban-gro Canada Technologies Inc., urban-gro Engineering, Inc. and urban-gro Architect Holdings, LLC, each a wholly owned subsidiary of the Company (individually, collectively, jointly and severally, the “Guarantors”).

Pursuant to the Loan Agreement, the Lenders extended to the Company a term loan of $1,050,000.00 (the “Term Loan”) to be used to fund the Company’s general business requirements. The Loan Agreement is for a term of twenty-eight weeks from the Effective Date (the “Maturity Date”) and includes an administrative agent fee of $50,000.00 to be remitted to Agile Capital Funding, LLC which was added to the amount of the loan. The Company may make a full prepayment or partial prepayment of the Term Loan, however, upon the prepayment of any principal amount, the Company shall be obligated to pay a premium payment of such principal so paid, which shall be equal to the aggregate and actual amount of interest that would be paid through the Maturity Date (the “Prepayment Fee”); provided however that, if the Company makes a prepayment within 60 calendar days after the Effective Date, the Company will receive the discounted Prepayment Fee that is included in Exhibit E to the Loan Agreement. The Loan contains standard events of default and representations and warranties by the Company and the Lenders including a mandatory prepayment, and an additional five (5%) percent interest rate following the occurrence of an event of default.

The term loan is evidenced by a secured promissory note issued by the Company to the Lenders (the “Promissory Note”). Pursuant to the Loan Agreement, upon an event of default, the Lenders will receive a security interest in certain of the Company’s assets, subject to certain exceptions.

The foregoing descriptions of the Loan Agreement and the Promissory Note do not purport to be complete and is qualified in its entirety by reference to the full text of the Loan Agreement and Promissory Note, copies of which are filed as Exhibit 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above in Item 1.01 is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

Exhibit Number		Exhibit Description
10.1*		Loan Agreement, dated June 24 2025 between urban-gro, Inc. and Agile Lending, LLC.
10.2		Promissory Note, dated June 24 2025 between urban-gro, Inc. and Agile Lending, LLC.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission.

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	URBAN-GRO, INC.
Date: July 2, 2025	By:	/s/ Bradley Nattrass
		Bradley Nattrass
		Chairperson of the Board of Directors and Chief Executive Officer

2

FAQ

How many ZoomInfo (ZI) shares did HSKB Funds II dispose of?

The Form 4 reports a disposition of 13,910 common shares on 07/01/2025.

What does transaction code "J" signify in the filing?

Code "J" denotes other, non-market transactions; here it reflects an internal distribution to employees.

How many ZoomInfo shares does the reporting person hold after the transaction?

HSKB Funds II now holds 479,306 shares directly.

Was the share transfer an open-market sale?

No. The shares were distributed at $0 to employees; no open-market sale occurred.

Does HSKB Funds II remain a 10% owner after the transaction?

Yes. The filing still lists the reporting person as a 10% owner of ZoomInfo.