Financial Statements Converted to U.S. GAAP, Introducing Annual Guidance and Growth Objectives

MEDFORD, Ore., April 7, 2026 /CNW/ - Grown Rogue International Inc. ("Grown Rogue," "we," "us," "our," or the "Company") (CSE: GRIN) (OTC: GRUSF), a flower-forward cannabis company combining craft values with disciplined execution, today reported its preliminary, unaudited financial results for the year ended December 31, 2025, together with unaudited quarterly information for 2025, which has been converted from International Financial Reporting Standards ("IFRS") to U.S. generally accepted accounting principles ("GAAP"). All currency is in U.S. dollars unless otherwise noted. Results include consolidation of the Company's New Jersey operations, which were previously not consolidated under IFRS. Comparative periods have also been restated, where applicable, in accordance with GAAP. The Company expects to file its Annual Report on Form 10-K, including audited financial statements for the year ended December 31, 2025 on April 8, 2026. The Company also anticipates filing its complete 2025 quarterly financial statements, along with comparable periods, within the next 45 days, consistent with filing its first quarter for 2026.

Highlights:

• Revenue of $32.4 million for the full year 2025, up 22% from $26.6 million in 2024, with growth driven by the late-2024 entry into the New Jersey market, partly offset by the termination of the Vireo consulting agreement in September of 2024 and substantial pricing pressure that contributed to revenue declines of 22% in Michigan and 8% in Oregon.
• Adjusted EBITDA (non-GAAP) of $5.4 million (16.5% margin) for 2025, up 42% from $3.8 million in 2024, with contributions from New Jersey partly offset by pricing pressure in Michigan and Oregon and higher corporate overhead associated with growth initiatives.
• GAAP net income of $3.2 million for 2025, including a non-cash gain of approximately $5.9 million related to the fair value of derivative liabilities.
• Revenue of $8.8 million for Q4 2025, Adjusted EBITDA (non-GAAP) of $1.2 million (13.4% margin), and GAAP net income (loss) of ($2.1) million for the quarter. All financial information in this release, including full-year 2025 results and the tables below, is presented on a preliminary, unaudited basis and reflects the Company's transition from IFRS to GAAP.
• New Jersey: the Company's affiliate, ABCO Garden State ("ABCO") ended its first year of operations with full sell-through of packaged, branded products. The ABCO Phase II expansion project is underway, with an additional flower room already planted that is expected to add approximately 25% to capacity, with first harvest expected in May.  Management currently expects to complete the remaining three flower rooms incrementally every two to three months through the remainder of 2026, bringing total capacity to approximately 16,000 square feet of flowering canopy.
• Oregon and Michigan: both markets experienced significant pricing headwinds in 2025. For the full year, the Company's overall production cost of dry-weight cannabis biomass in its mature facilities remained below $225 per pound, with continuous improvements in standard operating procedures (SOPs) and modest infrastructure investments contributing to cost efficiency.
• Minnesota: the Company commenced construction work for its new-build cultivation facility in Fridley. Phase I, consisting of approximately 8,000 square feet of flowering canopy, is currently anticipated to come online late in the third quarter of 2026, with revenue expected in the first quarter of 2027.
• Illinois: subsequent to year end, the Company announced definitive agreements to accelerate entry into the Illinois market through a turnkey cultivation facility in Dwight, Illinois.
• Closed two tranches under the Company's senior secured credit facility in 2025, totaling $12.0 million in aggregate principal, with a blended interest rate of 7.84%.
• Management is introducing a multi-year growth framework, including long-term (3-5 year) objectives and annual financial guidance.

Preliminary Q1 2026 update: With the first quarter complete at the time of this release, management anticipates revenue growth of greater than 20% in Q1 2026 compared to Q1 2025, driven primarily by New Jersey, which was still in the process of ramping operations in early 2025.  Demand and pricing trends in Q1 2026 have otherwise been broadly consistent with recent conditions, including consistent sell-through of packaged, branded products in New Jersey and continued challenging market conditions in Michigan and Oregon. Michigan experienced additional market disruption following the implementation of a new wholesale tax on January 1, 2026, which contributed to above-trend ordering activity in December 2025, and below-trend ordering activity in January, with recovery occurring in February and March. In Oregon, first-quarter sales trends are showing modest improvement in both volume and price, despite January and February typically being among the seasonally slowest months, which management believes may indicate early signs of recovery.

Fourth Quarter 2025 update: Fourth quarter 2025 results reflected continued momentum in New Jersey, including ongoing sell-through of packaged, branded products, partly offset by continued pricing pressure in Oregon and Michigan. Revenue for Q4 2025 was $8.8 million and GAAP net loss was ($2.1) million and Adjusted EBITDA (non-GAAP) was $1.2 million (13.4% margin).

All financial information for 2025, including Q4 2025 and the tables below, is presented on a preliminary, unaudited basis. The Company expects to file its Annual Report on Form 10-K, including audited financial statements for the year ended December 31, 2025 on April 8, 2026.

Management Commentary

"2025 was focused on growth and investment for the future with our commitments in new markets and additions to our team, while staying grounded in what we do best: consistently delivering craft-quality flower, supported by a cost structure designed to compete through price normalization.

In New Jersey, demand continued to support our thesis, and we are executing the next phase of our expansion to take New Jersey to the full 16,000 square feet of flowering canopy, capable of producing greater than 1,000 lbs per month. Across Oregon and Michigan, pricing pressure remains intense, and we responded by sharpening execution and tightening cost controls, noting our overall cost of production for indoor biomass in these markets is below $225 per pound, while maintaining our passion for quality flower. Historically in Oregon, periods of pricing pressure have also created some of our greatest gains in efficiency and optimization.

In addition to maintaining our relentless focus on the efficient production of craft-quality flower, our main priorities in 2026 are to activate our new project in Illinois, complete Phase II construction in New Jersey, complete Phase I in Minnesota, and continue developing our flower-forward products and brands.  We currently produce across 3 states with approximately 37,000 sq ft of flowering canopy and by the end of 2026 we expect to be operational in five states with approximately 58,000 sq ft of flowering canopy, representing an approximate 55% increase in capacity. Grown Rogue should have a meaningfully different profile entering 2027, with more revenue and profit expected to come from our newer markets with packaged, branded products.

We have made significant efforts to prepare for this growth, most notably through key additions to our team and the expansion of our product portfolio and marketing resources, largely in support of shifting more of our sales mix to branded, packaged product. With the change to GAAP reporting and our decision to provide guidance, including a multi-year growth framework, we believe investors will be better able to evaluate our performance against our plans. In addition, we're sticking with our commitment of transparency around the key operating metrics that support our execution, with some minor adjustments and enhancements to our externally reported key performance indicators ("KPIs") to better compare trends and results across markets," said Obie Strickler, Chief Executive Officer.

Josh Rosen, Chief Strategy Officer, added, "Our growth plan is focused on disciplined capital allocation and targeted returns. I believe our progress in 2025 and early 2026 matches with our intentions to expand selectively with a playbook of pursuing: 1) greater capital-intensity new builds where we believe supply-demand dynamics support attractive economics, such as Minnesota, 2) lower capital-intensity fixer-upper opportunities where we believe operational discipline can unlock meaningful upside, such as our recent Illinois announcement, and 3) the broadening of our product offering to increase share of consumer spend, all based on normalized pricing assumptions rather than perpetual early-cycle conditions.

We also continue to pursue modest infrastructure improvements in our existing Oregon and Michigan operations to support yield and quality improvements and operating efficiency, both to combat the challenging market conditions present in those markets and to apply those improvements into our new markets. Michigan is already beginning to realize benefits from these efforts, and we expect Oregon to benefit later this year.

We are introducing targets for profit growth and incremental returns to make our priorities more measurable, while maintaining flexibility to act on distressed opportunities that meet our underwriting criteria. Our objective is to drive capital-efficient profit growth, capitalizing on our core capabilities and what we believe is a rich opportunity set presented by the cannabis industry."

Andrew Marchington, Chief Financial Officer, commented, "Year-end 2025 marks our transition to GAAP reporting and the consolidation of ABCO within our financial statements. Excluding the consolidation of ABCO, the most material adjustments from this conversion to GAAP relate to our lease accounting and a more conservative approach to bad debt expense and our uncertain tax position. We ended the year with $11.4 million of cash and remain focused on working capital discipline, cost control, and funding projects that we believe meet our return thresholds."

Operating KPIs by Market

Guidance and Long-Term (3-5 Year) Growth Objectives

Management is providing the following financial framework to assist investors in evaluating the Company's growth strategy and capital allocation discipline. The guidance and long-term objectives set out below reflect current expectations, assumptions and management objectives as of the date of this release and are subject to the forward-looking statements disclosure included herein.

Growth Framework:

• Selective new builds in undersupplied markets where craft-quality flower is expected to earn attractive wholesale economics and support the capital intensity of new-build projects.
• Fixer-upper takeovers and distressed opportunities where we believe disciplined execution can improve yield, consistency, and cost controls, typically with lower capital expenditure requirements.
• Focused product expansion intended to grow wallet share while maintaining a disciplined stock keeping unit (SKU) set and consistent quality standards.
• Underwriting discipline: management evaluates investments against mature-market, normalized pricing assumptions; early-cycle pricing upside is not required to meet return targets.

Long-term (3-5 year) Targets and Guidance

• Long-term (3-5 year) targets, using 2027 as the base year
  • Revenue growth of 25% per year, compounded
  • Profit growth (Adjusted EBITDA¹) of 35% per year, compounded
  • Return on Incremental Invested Capital ("ROIIC")² of greater than 75%
• 2026 Guidance (Revenue / Adjusted EBITDA¹): $32 - $35 million / $6 - $8 million.
• 2027 Guidance (Revenue / Adjusted EBITDA¹): $50 - $58 million / $14 - $18 million.

2026 Guidance Assumptions: 2026 guidance excludes the start-up (pre-revenue) expenses in both Illinois and Minnesota of approximately $1.5 million to $2.0 million each. Illinois is expected to begin contributing revenue in Q4 2026 with approximately 5,000 square feet of flowering canopy initially online. Minnesota is expected to begin contributing revenue in the first quarter of 2027 with approximately 8,000 square feet of flowering canopy online. In New Jersey, the Company expects the current expansion to be substantially complete by Q4 2026, with ramp and sell-through reaching targeted levels by Q1 2027. As a result, the expansion is expected to contribute modestly to revenue and Adjusted EBITDA (non-GAAP) in 2026 and is more fully reflected in 2027 guidance. Overall, the Company anticipates consolidated gross margins of greater than 40% and corporate overhead expenses to increase by less than 10% in 2026.

2027 Guidance Assumptions: 2027 guidance assumes modest wholesale price normalization from 2026 levels in New Jersey and Illinois of approximately 10% and 5%, respectively. Minnesota is assumed to remain supply-constrained, supporting wholesale flower pricing above $2,500 per pound. In Oregon and Michigan, the guidance assumes no change in the current pricing environment, which management believes represents an appropriately conservative case for those markets. New Jersey assumes completion of the Phase II expansion in 2026, with 2027 reflecting a full year at expanded capacity. The Company currently plans to expand Illinois flowering canopy from 5,000 to 14,000 square feet and to expand Minnesota flowering canopy from 8,000 to approximately 16,000 square feet in mid-2027, utilizing existing capital and internally generated cash flow to fund the expansions. Overall, the Company anticipates consolidated gross margins of greater than 42% and corporate overhead expenses to increase by less than 25% in 2027.

General Assumptions. Guidance and long-term objectives exclude any potential changes in U.S. federal cannabis policy and do not assume M&A or additional distressed opportunities unless explicitly stated.

State-by-State Indoor Cultivation Flowering Capacity (Bench Canopy)

GAAP Reporting Conversion and Consolidation Update

We no longer qualify as a "foreign private issuer" as such term is defined in Rule 405 under the U.S. Securities Act of 1933, as amended, and Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which means that, as of January 1, 2026, we have been required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act applicable to U.S. domestic issuers. Accordingly, we are now required to prepare our financial statements filed with the U.S. Securities and Exchange Commission (the "SEC") in accordance with GAAP, starting with our fourth quarter and full year fiscal 2025 results.  As part of this change, we have consolidated our New Jersey operations, ABCO Garden State, LLC ("ABCO"), within our GAAP financial statements.

In addition, as required pursuant to section 4.3(4) of National Instrument 51-102 - Continuous Disclosure Obligations, we must restate and file under our profile on SEDAR+ (www.sedarplus.com), our interim financial reports for the fiscal year ended December 31, 2025 in accordance with GAAP, such interim financial reports having previously been prepared in accordance with IFRS.

The adoption of GAAP and consolidation of ABCO affect the presentation and comparability of certain line items and non-GAAP measures, including items influenced by lease accounting and other classification differences. As a result, some reported measures (including Adjusted EBITDA (non-GAAP)) may not be directly comparable to prior periods. We will provide reconciliations and, where applicable, recast comparative information in our MD&A and financial schedules to assist investors in evaluating period-to-period performance.

Full Year 2025 vs. 2024 Summary (Preliminary, Unaudited)
(US $ in millions)

Selected Preliminary Annual Revenue by Segment

(Unaudited) (US$ in millions)

Conference Call and Webcast Information

Grown Rogue will host a conference call and webcast on Tuesday, April 7, 2026 at 5:00 p.m. Eastern Time (2:00 p.m. Pacific Time) to discuss its fourth quarter and full year 2025 results.

To further enhance investor disclosure, the Company will also post an updated Company Overview presentation to its website in advance of the call.

Conference Call Details

A telephone replay of the conference call will be available until April 14, 2026, by dialing (+1) 888 660 6345 and using replay code: 74762 #

The webcast will be archived on Grown Rogue's Investor Relations website for approximately 90 days following the call. For assistance, please contact: invest@grownrogue.com. The contents of our investor relations website are not incorporated by reference into this press release or any report or document that Grown Rogue files with the SEC or Canadian Securities Administrators ("CSA"), and any references to the websites are intended to be inactive textual references only.

About Grown Rogue

Grown Rogue International Inc. (CSE: GRIN | OTC: GRUSF) is a flower-forward cannabis company rooted in Oregon's Rogue Valley, a region known for its deep cannabis heritage and commitment to quality. With operations in Oregon, Michigan, and New Jersey—and expansion underway in Illinois—Grown Rogue specializes in producing designer-quality indoor flower. Known for exceptional consistency and care in cultivation, its products are valued by retailers, budtenders, and consumers alike. By blending craft values with disciplined execution, the Company has built a scalable, capital-efficient platform designed to thrive in competitive markets. The Company believes sustained excellence in cannabis flower production is the engine of the industry's supply chain—and its competitive advantage. For more information about Grown Rogue, please visit www.grownrogue.com. The contents of our website are not incorporated by reference into this press release or any report or document that Grown Rogue files with the SEC or CSA, and any references to the websites are intended to be inactive textual references only.

Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) (Unaudited)
For the years ended December 31, 2025 and 2024
(US$ in millions)

Consolidated Balance Sheets (Unaudited)
As of December 31, 2025 and 2024
(US$ in millions)

Consolidated Statements of Cash Flow (Unaudited)
For the Years Ended December 31, 2025 and 2024
(US$ in millions)

Note: Selected financial information is summarized from the Company's preliminary, unaudited consolidated financial information for the year ended December 31, 2025. The Company expects to file its Annual Report on Form 10-K, including audited financial statements for the year ended December 31, 2025 on April 8, 2026.

Adjusted EBITDA Reconciliation Table (Preliminary, Unaudited)
(US$ in millions)

Preliminary Segmented Adjusted EBITDA (Unaudited) – Twelve months ended December 31, 2025
(US$ in millions)

Preliminary Quarterly Adjusted EBITDA (Unaudited) – 2025
(US$ in millions)

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This press release contains "forward looking information" and "forward-looking statements" within the meaning of applicable securities laws, including, without limitation, statements regarding: the Company's financial guidance and long-term targets; anticipated timing, capacity, ramp and revenue contributions in Illinois, Minnesota and New Jersey; future capital allocation; growth opportunities; pricing assumptions; working capital requirements; and the expected benefits of the Company's transition from IFRS to GAAP and consolidation of ABCO. Forward-looking statements are often identified by words such as "may," "would," "could," "should," "will," "intend," "plan," "anticipate," "believe," "estimate," "expect," "target," "guidance," or similar expressions.

Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements. Although the Company believes that the expectations reflected in these statements are reasonable, forward-looking statements are based on management's current expectations, estimates, assumptions and projections as of the date of this release, including, without limitation, assumptions regarding market conditions, wholesale pricing, demand, construction timelines, regulatory approvals, capital availability, operating performance, and the timing of new market launches and expansion projects. Although the Company believes these assumptions are reasonable, forward-looking statements are inherently subject to risks and uncertainties, and undue reliance should not be placed on such statements.

Actual results may differ materially from those expressed or implied by forward-looking statements as a result of a number of known and unknown risks and uncertainties, including, without limitation: changes in general economic, business and political conditions; access to debt or equity capital on acceptable terms; adverse changes in the public perception of cannabis; decreases in prevailing prices for cannabis and cannabis products in the markets in which the Company operates; regulatory developments and the timing or availability of required approvals; the pace and cost of construction, commissioning and ramp activities; and the other risks described in the Company's public disclosure documents filed on SEDAR+ and www.sec.gov.

The Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned that future-oriented financial information and financial outlooks contained in this release are provided for the purpose of describing management's current expectations and may not be appropriate for other purposes. The Company is indirectly involved in the manufacture, possession, use, sale and distribution of cannabis in the recreational cannabis marketplace in the United States through its indirect operating subsidiaries. Local state laws where its subsidiaries operate permit such activities; however, these activities are currently illegal under United States federal law. Additional information regarding this and other risks and uncertainties relating to the Company's business is disclosed in the Company's public disclosure documents filed on SEDAR+ and www.sec.gov.

Non-GAAP Financial Measures
This press release contains certain non-GAAP financial measures. These measures are presented as supplemental information and should not be considered a substitute for, or superior to, financial measures prepared in accordance with GAAP. Reconciliations of these non-GAAP measures to the most directly comparable GAAP measures are included in the financial schedules accompanying this release. Forward-looking non-GAAP guidance is provided on the basis described under "Guidance and Long-Term Growth Objectives."

SOURCE Grown Rogue International Inc.