grwg-20260630

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarter Ended: June 30, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to

Commission File Number: 001-39146

GROWGENERATION CORP.

(Exact name of registrant as specified in its charter)


Colorado						46-5008129
(State or other jurisdiction of incorporation)						(IRS Employer ID No.)

5619 DTC Parkway, Suite 900

Greenwood Village, Colorado 80111

(Address of principal executive offices)

(800) 935-8420

(Issuer's Telephone Number)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol

Name of each exchange on which registered

Common Stock, par value $0.001 per share

GRWG

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Smaller reporting company	☒
Non-accelerated filer	☒	Emerging growth company	☐
Accelerated filer	☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 5, 2026 there were 58,920,449 shares of the registrant's common stock outstanding.

TABLE OF CONTENTS


		Page No.

	PART I FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations	2
	Condensed Consolidated Statements of Stockholders' Equity	3
	Condensed Consolidated Statements of Cash Flows	4
	Notes to Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 4.	Controls and Procedures	30

PART II OTHER INFORMATION

Item 1.	Legal Proceedings	31
Item 1A.	Risk Factors	31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 3.	Defaults Upon Senior Securities	31
Item 4.	Mine Safety Disclosures	31
Item 5.	Other Information	31
Item 6.	Exhibits	32
	Signatures	33

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

GROWGENERATION CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited, in thousands, except share and per share amounts)


	June 30, 2026		December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	23,460	$	30,406
Marketable securities	17,553		15,658
Accounts receivable, net of allowance for credit losses of $2,363 and $2,109, respectively	15,264		10,668
Notes receivable, current, net of allowance for credit losses of $201 and $214, respectively	283		507
Inventory	35,295		38,776

Prepaid and other current assets	7,750		7,732
Total current assets	99,605		103,747

Property and equipment, net	6,423		9,795
Property and equipment held for sale	1,574		—
Operating lease right-of-use assets, net	23,880		27,050

Intangible assets, net	2,012		3,326
Goodwill	2,080		2,080
Other assets	1,067		1,042
TOTAL ASSETS	$	136,641	$	147,040

LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	10,761	$	8,775
Accrued liabilities	3,934		3,269
Payroll and payroll tax liabilities	2,204		2,589
Customer deposits	2,260		4,015
Sales tax payable	884		872
Current maturities of operating lease liabilities	5,568		6,455
Total current liabilities	25,611		25,975

Operating lease liabilities, net of current maturities	20,499		23,022
Other long-term liabilities	503		544
Total liabilities	46,613		49,541
Commitments and contingencies (Note 13)
Stockholders' equity:
Common stock; $0.001 par value; 100,000,000 shares authorized, 60,283,226 and 60,090,905 shares issued, 59,558,299 and 60,090,905 shares outstanding, respectively	60		60
Treasury stock, at cost; 724,927 and zero shares, respectively	(1,010)		—
Additional paid-in capital	377,602		377,128
Accumulated deficit	(286,624)		(279,689)
Total stockholders' equity	90,028		97,499
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	136,641	$	147,040

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

GROWGENERATION CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, in thousands, except share and per share amounts)


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Net sales	$	43,215	$	40,963	$	81,606	$	76,666
Cost of sales (exclusive of depreciation and amortization shown below)	30,895		29,369		59,546		55,365
Gross profit	12,320		11,594		22,060		21,301

Operating expenses:
Store operations and other operational expenses	6,143		7,867		12,544		16,659
Selling, general, and administrative	6,458		6,151		13,384		13,263
Estimated credit losses	336		163		403		255
Depreciation and amortization	1,504		2,687		3,115		6,272
Impairment loss	220		—		220		—
Total operating expenses	14,661		16,868		29,666		36,449

Loss from operations	(2,341)		(5,274)		(7,606)		(15,148)

Other income (expense):

Interest income	347		463		671		960

Total other income	347		463		671		960

Net loss before income taxes	(1,994)		(4,811)		(6,935)		(14,188)

Provision for income taxes	(19)		—		—		—

Net loss	$	(2,013)	$	(4,811)	$	(6,935)	$	(14,188)

Net loss per share, basic	$	(0.03)	$	(0.08)	$	(0.12)	$	(0.24)
Net loss per share, diluted	$	(0.03)	$	(0.08)	$	(0.12)	$	(0.24)

Weighted average shares outstanding, basic	59,805,494		59,551,783		59,947,411		59,496,861
Weighted average shares outstanding, diluted	59,805,494		59,551,783		59,947,411		59,496,861

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

GROWGENERATION CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Unaudited, in thousands except shares)


	Common Stock			Treasury Stock			Additional Paid-In Capital		Accumulated Deficit		Total Stockholders' Equity
	Shares	Amount		Shares	Amount
Balance as of December 31, 2025	60,090,905	$	60	—	$	—	$	377,128	$	(279,689)	$	97,499


Share-based compensation	—	—		—	—		255		—		255
Net loss	—	—		—	—		—		(4,922)		(4,922)
Balance as of March 31, 2026	60,090,905	$	60	—	$	—	$	377,383	$	(284,611)	$	92,832
Common stock issued for share-based compensation	192,321	—		—	—		—		—		—
Common stock withheld for employee payroll taxes	—	—		—	—		(51)		—		(51)
Share-based compensation	—	—		—	—		270		—		270
Repurchase of common stock	—	—		(724,927)	(1,010)		—		—		(1,010)
Net loss	—	—		—	—		—		(2,013)		(2,013)
Balance as of June 30, 2026	60,283,226	$	60	(724,927)	$	(1,010)	$	377,602	$	(286,624)	$	90,028


	Common Stock			Treasury Stock			Additional Paid-In Capital		Accumulated Deficit		Total Stockholders' Equity
	Shares	Amount		Shares	Amount
Balance as of December 31, 2024	59,402,628	$	59	—	$	—	$	375,677	$	(255,643)	$	120,093
Common stock issued for share-based compensation	84,849	—		—	—		—		—		—
Common stock withheld for employee payroll taxes	—	—		—	—		(60)		—		(60)
Share-based compensation	—	—		—	—		503		—		503
Net loss	—	—		—	—		—		(9,377)		(9,377)
Balance as of March 31, 2025	59,487,477	$	59	—	$	—	$	376,120	$	(265,020)	$	111,159
Common stock issued for share-based compensation	191,539	1		—	—		—		—		1
Common stock withheld for employee payroll taxes	—	—		—	—		(52)		—		(52)
Share-based compensation	—	—		—	—		315		—		315
Common stock issued in connection with acquisitions	92,700	—		—	—		109		—		109
Net loss	—	—		—	—		—		(4,811)		(4,811)
Balance as of June 30, 2025	59,771,716	$	60	—	$	—	$	376,492	$	(269,831)	$	106,721

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

GROWGENERATION CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)


	Six Months Ended June 30,
	2026		2025
Cash flows from operating activities:
Net loss	$	(6,935)	$	(14,188)
Adjustments to reconcile net loss to net cash and cash equivalents used in operating activities:
Depreciation and amortization	3,115		6,272
Share-based compensation	525		818
Estimated credit losses	403		255
(Gain) loss on asset disposition	(9)		665
Change in value of marketable securities	(298)		(398)
Impairment loss on held for sale property and equipment	220		—
Changes in operating assets and liabilities (net of the effect of acquisition):
Accounts and notes receivable	(4,775)		(3,172)
Inventory	3,481		(1,167)
Prepaid expenses and other assets	(43)		887
Accounts payable and accrued liabilities	2,618		4,050
Operating leases	(240)		(55)
Payroll and payroll tax liabilities	(385)		(527)
Customer deposits	(1,755)		28
Sales tax payable	12		(218)
Other	(41)		—
Net cash and cash equivalents used in operating activities	(4,107)		(6,750)
Cash flows from investing activities:
Acquisition, net of cash acquired	—		(1,013)
Purchase of marketable securities	(8,947)		(18,985)
Maturities of marketable securities	7,350		22,968

Purchase of property and equipment	(283)		(286)
Proceeds from disposals of assets