BLUM HOLDINGS, INC.|4Jan 27, 5:04 PM ET

Carrillo Sabas D 4

4 · BLUM HOLDINGS, INC. · Filed Jan 27, 2026

AI-generated summary of this filing

Updated Jan 27, 2026

BLUM HOLDINGS CEO Sabas Carrillo Receives 2.55M Share Award

What Happened

Sabas D. Carrillo, CEO of BLUM HOLDINGS, INC. (BLMH), received 2,551,020 shares of common stock as a performance-based equity award. The shares were issued at an implied price of $0.98 per share, for an aggregate value of $2,500,000. The shares were issued to Adnant, LLC, a related party managed by the reporting person.

Key Details

Transaction date: December 31, 2025; Implied price: $0.98 per share; Total value: $2,500,000. (Transaction code: A — Award/Grant/Other acquisition)
Shares acquired: 2,551,020 common shares.
Shares owned after transaction: Not specified in the Form 4 filing.
Related-party note: Reporting person is CEO and managing member of Adnant, LLC (F1); the shares were issued to Adnant (F3).
Securities/regulatory notes: Issuance made in satisfaction of a performance-based award and was not registered under the Securities Act; company relied on the Section 4(a)(2) exemption (F3).
Filing timeliness: Form 4 filed 2026-01-27 for a 2025-12-31 transaction — filing appears late relative to the usual 2-business-day requirement.

Context

This was an equity award paid in common stock to a related entity rather than an open-market purchase or sale. Awards compensate performance or services and do not necessarily reflect immediate buying/selling intent by the insider. The filing also includes a footnote about Series V preferred conversion mechanics (F2), but the reported transaction was a direct issuance of common shares.

Form 4

Period: 2025-12-31

DirectorChief Executive Officer10% Owner

Transactions

Award
Common Stock
[F3][F1]
2025-12-31$0.98/sh+2,551,020$2,500,000→ 11,496,094 total(indirect: By LLC)

Holdings

Common Stock
92,389
Series V Preferred Stock
[F2][F1]
(indirect: By LLC)
3,571,429
Warrants to Purchase Common Stock
[F1]
(indirect: By LLC)
Exercise: $0.46From: 2024-12-30Exp: 2027-12-31→ Common Stock (595,238 underlying)
595,238

Footnotes (3)

[F1]Reporting Person is the CEO and managing member of Adnant, LLC.
[F2]Each share of Series V Preferred Stock is convertible at the option of the holder into 1/3 of a share of Common Stock at any time from and after the first anniversary of the issuance date. Each share of Series V Preferred Stock automatically converts into Common Stock on the fourth anniversary of the issuance date.
[F3]On December 31, 2025, the Company issued an aggregate of 2,551,020 shares of its common stock to Adnant, LLC, a related party, in satisfaction of a performance-based equity award earned pursuant to the Engagement Letter and ratified by the Company's Board of Directors. The shares were issued at an implied price of $0.98 per share. The issuance of the shares to Adnant was not registered under the Securities Act of 1933, as amended, and was made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act.

Signature

/s/ Sabas Carrillo|2026-01-27

1 file