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Glass House Brands (OTCQX: GHBWF) cuts 2026 margin outlook and redeems warrants

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(Neutral)
Filing Sentiment
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Form Type
6-K

Rhea-AI Filing Summary

Glass House Brands released preliminary unaudited Q1 2026 figures and updated full-year guidance, and issued a warrant redemption notice. Q1 net revenue is expected at $40 million, slightly above guidance of $39 million, while gross margin is anticipated at 25%, below the 29% target and down from 34% in Q4 2025.

For 2026, net revenue guidance of $235–$245 million is unchanged, but the company now expects gross margin in the mid‑40% range instead of about 48%, cost of production near $111 per pound versus roughly $100, and adjusted EBITDA in the high $30 million range versus the high $40 million range previously. Glass House will redeem 30,664,500 outstanding warrants on May 28, 2026 for 0.011826 shares per warrant unless they are exercised at $11.50 per share beforehand.

Positive

  • None.

Negative

  • Margin and earnings outlook reduced: 2026 gross margin is now expected in the mid‑40% range versus prior guidance of about 48%, and adjusted EBITDA guidance is cut from the high $40 million range to the high $30 million range, indicating a weaker profitability trajectory despite similar revenue expectations.

Insights

Guidance trims margins and EBITDA despite steady revenue outlook.

Glass House Brands expects Q1 2026 net revenue of $40 million, slightly above guidance, but Q1 gross margin of 25% is well below both its 29% target and prior-period levels, signaling near-term profitability pressure.

Full-year 2026 net revenue guidance of $235–$245 million remains in line with prior expectations, yet the margin profile weakens. Management now projects gross margin in the mid‑40% range versus roughly 48% before, cost of production around $111 per pound instead of about $100, and adjusted EBITDA in the high $30 million range rather than the high $40 million.

The company also plans to redeem 30,664,500 outstanding warrants on May 28, 2026 at 0.011826% of a share per warrant, unless exercised at $11.50 per share beforehand. This action will either prompt cash exercises or reduce derivative overhang, with the actual effect depending on holder behavior.

Q1 2026 net revenue $40 million Preliminary, vs guidance of $39 million
Q1 2026 gross margin 25% Preliminary, vs 29% guidance and 34% in Q4 2025
2026 net revenue guidance $235–$245 million Full-year range, in line with prior guidance
2026 gross margin guidance Mid 40% range Down from prior guidance of approximately 48%
2026 adjusted EBITDA guidance High $30 million range Reduced from prior guidance in the high $40 million range
2026 cost of production $111 per pound Compared to prior guidance of roughly $100 per pound
Warrants outstanding 30,664,500 warrants Each exercisable at $11.50 per share; subject to May 28, 2026 redemption
Warrant redemption rate 0.011826 shares per warrant Shares issued per warrant on redemption date if not exercised
Adjusted EBITDA financial
"Adjusted EBITDA in the high $30 million dollar range, compared to prior guidance in the high $40 million range."
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Biomass Production financial
"Biomass Production of 151,000 lbs., ahead of guidance of 138,000 lbs."
Average Selling Price financial
"Average Selling Price to be in the mid $180 per pound range, in line with prior guidance."
The average selling price is the mean price a company receives for its products or services over a given period, calculated by dividing total sales value by the number of units sold. Like averaging the price you paid for apples across several trips, it helps investors see whether a business is raising or cutting prices, shifting toward higher- or lower-priced items, and how those changes are likely to affect revenue and profit margins.
cost of production financial
"Cost of Production to be approximately $111 per pound, compared to prior guidance of roughly $100."
warrant redemption regulatory
"Glass House Brands Inc. ... announced that it has delivered a notice of redemption ... with respect to the warrants."
Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of April, 2026.
Commission File Number 000-56261
Glass House Brands Inc.
(Translation of registrant’s name into English)
3645 Long Beach Blvd.
Long Beach, California 90807
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F o Form 40-F x


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Glass House Brands Inc.
Date: April 28, 2026/s/ Kyle Kazan
By: Kyle Kazan
Title: Chief Executive Officer
2

EXHIBIT INDEX
Exhibit NumberDescription
99.1
News Release, dated April 28, 2026 - Preliminary First Quarter Results, FY2026 Guidance Update and Earnings Conference Call Announcement
99.2
News Release, dated April 28, 2026 - Warrant Redemption Notice
3
Exhibit 99.1
Glass House Brands Reports Preliminary Unaudited First Quarter Financial Results, Updates FY2026 Guidance and Schedules Earnings Conference Call
LONG BEACH, Calif. and TORONTO, April 28, 2026 — Glass House Brands Inc. ("Glass House") (CBOE CA: GLAS.A.U) (CBOE CA: GLAS.WT.U) (OTCQX: GLASF) (OTCQX: GHBWF) today announced preliminary and unaudited financial results for the first quarter ended March 31, 2026 and an update to full year 2026 financial guidance.
For the first quarter ended March 31, 2026, the Company anticipates:
•Net Revenues of $40 million, ahead of guidance of $39 million and compared to $39 million in the fourth quarter of 2025 and $45 million in the first quarter of 2025.
•Gross Profit Margin of 25%, below guidance of 29% and compared to 34% in the fourth quarter of 2025 and 45% in the first quarter of 2025.
•Biomass Production of 151,000 lbs., ahead of guidance of 138,000 lbs.
•Period Ending cash of $27 million.
For full year 2026, the Company anticipates:
•Net revenues to be between $235 million dollars and $245 million dollars, in line with prior guidance.
•Gross Profit Margin to be in the mid 40% range, down from prior guidance of approximately 48%.
•Average Selling Price to be in the mid $180 per pound range, in line with prior guidance.
•Cost of Production to be approximately $111 per pound, compared to prior guidance of roughly $100.
•Adjusted EBITDA in the high $30 million dollar range, compared to prior guidance in the high $40 million range.
•Biomass Production of approximately 1,000,000 lbs., in line with prior guidance.
•Period Ending Cash to be in the low $40 million dollar range, compared to prior guidance of $50 million.
•The Company’s long-term $95 cost of production target remains intact, with expectations to achieve this level on a quarterly basis this year.
Guidance for the period does not include contributions from hemp sales or any other product sale outside the state of California, the completion of and contributions from the company’s outstanding California retail Joint Venture or the cash conversion of any of the outstanding warrants.
Conference Call Details:
The Company will report financial results for the first quarter ended March 31, 2026, on Wednesday May 13, 2026, after market close. The Company will host a conference call to discuss the results at 5:00 p.m. Eastern Time the same day.
Participants can find the live webcast here or on the Glass House Brands website. The webcast will be archived for approximately 30 days. Participants interested in dialing in can call 1.800.715.9871 or 1.646.307.1963 and type in the Conference ID 1950615 when the line is picked up. A replay of the call will be available here. The Company also posts all historical earnings call webcast audio files, call transcripts, financial statements, and management discussions and analyses here.

About Glass House Brands
Glass House is one of the fastest-growing, vertically integrated cannabis companies in the U.S., with a dedicated focus on the California market and building leading, lasting brands to serve consumers across all segments. Whether it be through its portfolio of brands, which includes Glass House Farms, PLUS Products, Allswell and Mama Sue Wellness or its network of retail dispensaries throughout the state of California, which includes The Farmacy, Natural Healing Center and The Pottery, Glass House is committed to realizing its vision of excellence: outstanding cannabis products, produced sustainably, for the benefit of all. For more information and company updates, visit www.glasshousebrands.com/ and https://ir.glasshousebrands.com/contact/email-alerts/.
Forward Looking Statements
This news release contains certain forward-looking information and forward-looking statements, as defined in applicable securities laws (collectively referred to herein as “forward-looking statements”). Forward-looking statements reflect current expectations or beliefs regarding future events or Glass House’s future performance or financial results. All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward- looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “continues”, “forecasts”, “projects”, “predicts”, “intends”, “anticipates”, “targets” or “believes”, or variations of, or the negatives of, such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved. Forward-looking statements in this news release include, without limitation, statements regarding the completion of the proposed joint venture with Vireo and the anticipated benefits thereof . All forward-looking statements, including those herein, are qualified by this cautionary statement. Although Glass House believes that the expectations expressed in such statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the statements. Accordingly, readers should not place undue reliance on forward-looking statements. There are certain factors that could cause actual results to differ materially from those in the forward-looking information, including those risks disclosed in the Glass House’s Annual Information Form available on SEDAR+ at www.sedarplus.ca and in Glass House’s Form 40-F available on EDGAR at www.sec.gov. For more information on Glass House, investors are encouraged to review Glass House’s public filings on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. The forward-looking statements and financial outlooks contained in this news release speak only as of the date of this news release or as of the date or dates specified in such statements. Glass House disclaims any intention or obligation to update or revise any forward- looking information, whether as a result of new information, future events or otherwise, other than as required by law.
For further information, please contact:
Glass House Brands Inc.
Jon DeCourcey, Vice President of Investor Relations
T: (781) 724 6869
E: ir@glasshousebrands.com
Investor Relations Contact:
KCSA Strategic Communications
Phil Carlson
T: 212-896-1233
E: GlassHouseIR@kcsa.com


Exhibit 99.2
Glass House Brands Announces Warrant Redemption Notice
LONG BEACH, Calif. and TORONTO, April 28, 2026 — Glass House Brands Inc. ("Glass House") (CBOE CA: GLAS.A.U) (CBOE CA: GLAS.WT.U) (OTCQX: GLASF) (OTCQX: GHBWF) today announced that it has delivered a notice of redemption, dated April 28, 2026, with respect to the warrants (the "Warrants") outstanding under the warrant agency agreement, dated May 13, 2019, between the Company and Odyssey Trust Company, as amended (the "Warrant Agency Agreement").
There are currently 30,664,500 Warrants outstanding, each exercisable for one equity share (each, a “Share”) of the Company at an exercise price of US$11.50 per Share. The outstanding Warrants will be redeemed on May 28, 2026 in accordance with Section 3.4 (1) of the Warrant Agency Agreement at a redemption price of .011826 Shares per Warrant (the “Redemption Shares”). If the Company had not taken any action, the outstanding Warrants would have expired on June 29, 2026.
The last reported sales price of the Shares on the trading day immediately preceding the notice of redemption was $10.46.
No fractional Shares will be issued upon redemption of the Warrants and the number of Shares delivered to each holder of Warrants on the Redemption Date will be rounded down to the nearest whole number.
If a holder of Warrants wishes to exercise its warrants, it must do so in accordance with the terms thereof prior to 5:00 PM (Toronto time) on the business day immediately preceding the Redemption Date.
On and after the Redemption Date, holders of Warrants shall have no further rights except to receive Redemption Shares in accordance with the Warrant Agency Agreement.
A Copy of the Warrant Agency Agreement, including the redemption terms, is available under the Company’s Profile on SEDAR+ at www.sedarplus.ca.
The Warrants are listed on CBOE Canada.
About Glass House Brands
Glass House is one of the fastest-growing, vertically integrated cannabis companies in the U.S., with a dedicated focus on the California market and building leading, lasting brands to serve consumers across all segments. Whether it be through its portfolio of brands, which includes Glass House Farms, PLUS Products, Allswell and Mama Sue Wellness or its network of retail dispensaries throughout the state of California, which includes The Farmacy, Natural Healing Center and The Pottery, Glass House is committed to realizing its vision of excellence: outstanding cannabis products, produced sustainably, for the benefit of all. For more information and company updates, visit www.glasshousebrands.com/ and https://ir.glasshousebrands.com/contact/email-alerts/.
Forward Looking Statements
This news release contains certain forward-looking information and forward-looking statements, as defined in applicable securities laws (collectively referred to herein as “forward-looking statements”). Forward-looking statements reflect current expectations or beliefs regarding future events or Glass House’s future performance or financial results. All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward- looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”,

“continues”, “forecasts”, “projects”, “predicts”, “intends”, “anticipates”, “targets” or “believes”, or variations of, or the negatives of, such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved. Forward-looking statements in this news release include, without limitation, statements regarding the completion of the proposed joint venture with Vireo and the anticipated benefits thereof . All forward-looking statements, including those herein, are qualified by this cautionary statement. Although Glass House believes that the expectations expressed in such statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the statements. Accordingly, readers should not place undue reliance on forward-looking statements. There are certain factors that could cause actual results to differ materially from those in the forward-looking information, including those risks disclosed in the Glass House’s Annual Information Form available on SEDAR+ at www.sedarplus.ca and in Glass House’s Form 40-F available on EDGAR at www.sec.gov. For more information on Glass House, investors are encouraged to review Glass House’s public filings on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. The forward-looking statements and financial outlooks contained in this news release speak only as of the date of this news release or as of the date or dates specified in such statements. Glass House disclaims any intention or obligation to update or revise any forward- looking information, whether as a result of new information, future events or otherwise, other than as required by law.
For further information, please contact:
Glass House Brands Inc.
Jon DeCourcey, Vice President of Investor Relations
T: (781) 724 6869
E: ir@glasshousebrands.com
Investor Relations Contact:
KCSA Strategic Communications
Phil Carlson
T: 212-896-1233
E: GlassHouseIR@kcsa.com


Source: View Original Filing on SEC EDGAR

FAQ

What preliminary Q1 2026 results did Glass House Brands (GHBWF) report?

Glass House Brands anticipates Q1 2026 net revenue of $40 million, slightly above its $39 million guidance, and a 25% gross profit margin, below its 29% target and prior quarter levels. The company also reports biomass production of 151,000 lbs. and period-end cash of $27 million.

How did Glass House Brands change its full-year 2026 guidance?

Glass House Brands kept 2026 net revenue guidance at $235–$245 million but reduced profitability expectations. It now targets gross margins in the mid‑40% range instead of about 48%, cost of production around $111 per pound versus roughly $100, and adjusted EBITDA in the high $30 million range instead of the high $40 million range.

What warrant redemption did Glass House Brands (GHBWF) announce?

Glass House Brands is redeeming 30,664,500 outstanding warrants on May 28, 2026. Each warrant is exercisable at $11.50 per share or will be redeemed for 0.011826 shares. After the redemption date, warrant holders lose all rights except to receive the applicable redemption shares.

How do Glass House Brands’ production and pricing assumptions look for 2026?

For 2026, Glass House Brands projects biomass production of about 1,000,000 lbs., average selling prices in the mid‑$180 per pound range, and cost of production around $111 per pound. Management still targets a long‑term production cost of $95 per pound on a quarterly basis this year.

What cash position does Glass House Brands expect for year-end 2026?

Glass House Brands now anticipates period-ending cash in the low $40 million range for 2026, reduced from prior guidance of $50 million. The outlook excludes potential contributions from hemp or out‑of‑state sales, joint venture completions, or cash from warrant exercises.

When will Glass House Brands hold its Q1 2026 earnings call?

Glass House Brands plans to release full Q1 2026 results on May 13, 2026, after market close, and host a conference call at 5:00 p.m. Eastern Time the same day. Investors can access the live webcast and replay through the company’s investor relations website.

Filing Exhibits & Attachments

2 documents

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