MariMed Inc. (the Company) entered into a Restructuring and Exchange Agreement with Navy Capital Green International, Ltd. and its affiliates (Navy) on February 24, 2026. The agreement addresses and extinguishes a mandatory conversion obligation of approximately $14.2 million (the Series B Obligation) related to previously issued Series B Convertible Preferred Stock. The original Series B Preferred Stock, issued in February 2020, would have automatically converted on February 28, 2026, requiring the Company to pay the difference between a $3.00 per share original value and the 60-day VWAP (approximately $0.1018 per share). In exchange for cancelling the old Series B Preferred Stock and extinguishing the $14.2 million obligation, the Company issued Navy two new promissory notes totaling $8,000,000. Note #1 is for $2,000,000, due March 1, 2028, accruing interest at 8.0% per annum. Note #2 is for $6,000,000, due March 1, 2031, accruing interest at 10.0% per annum, which can be reduced to 8% if Note #1 is paid in full within six months of February 24, 2026. The Company also issued 26,900,000 shares of a new class of Series B Convertible Preferred Stock (New Series B Preferred Stock) to Navy, with an aggregate liquidation preference of $6,725,000 ($0.25 per share). The New Notes are guaranteed by certain subsidiaries of the Company. The New Series B Preferred Stock is non-voting but grants holders certain protective rights, including requiring consent for charter amendments, liquidation, or creation of senior stock. The New Series B Preferred Stock ranks senior to Common Stock for dividend and liquidation rights. New Series B Holders have the option to convert their shares into Common Stock on a one-for-one basis at any time on or prior to the five-year anniversary of issuance. The Company has the option to convert all New Series B Preferred Stock into Common Stock on a one-for-one basis if the daily VWAP exceeds $2.00 per share for at least 20 consecutive trading days and average daily volume is at least 400,000 shares. Automatic conversion of the New Series B Preferred Stock occurs on February 25, 2031, with various options for the Company depending on the 60-day VWAP relative to $0.25 per share, potentially involving cash payments or conversion at a variable ratio. The issuance of the New Series B Preferred Stock was made in reliance on Section 4(a)(2) of the Securities Act of 1933 and Regulation D.