🧾 What This Document Is

This is a proxy statement (DEF 14A) from MariMed Inc. (MRMD). Think of it as a formal invitation and information packet for the company's annual shareholder meeting. Its main job is to ask shareholders to vote on key decisions, like electing board members and approving the company's auditor.

👉 Why it matters: As a shareholder, this document tells you what you're voting on, who you're voting for, and how the company's leadership is compensated. It's your chance to have a voice.

📅 The Big Meeting: Key Details

MariMed is holding its 2026 Annual Meeting of Stockholders.

• Date & Time: Thursday, June 4, 2026, at 9:30 a.m. Eastern Time.
• Format: Virtual only. You can't go in person, but you can attend, watch, and vote online.
• Where: www.virtualshareholdermeeting.com/MRMD2026
• Who Can Vote: You must have been a shareholder of record by the close of business on April 10, 2026. On that date, there were 398,920,671 common shares outstanding.

👉 What you'll vote on: There are two main proposals on the ballot.

🗳️ Proposal 1: Elect Four Directors

You are voting to elect four people to the company's Board of Directors. The board currently has four seats, and all current directors are up for re-election.

The Nominees:

1. Jon R. Levine (Age 61): The current CEO, President, and a long-time director. He has nearly 20 years in the cannabis industry.
2. Edward Gildea (Age 74): The current Chairman of the Board. He's a lawyer and former CEO, bringing M&A and strategic expertise.
3. David Allen (Age 71): A director since 2019. He's a CPA and professor with decades of experience as a CFO and audit committee chair for public companies.
4. Eva Selhub, M.D. (Age 58): A director since 2019. She is a physician and scientist with a background in wellness and resilience from Harvard and Massachusetts General Hospital.

👉 The Ask: The Board recommends you vote FOR all four nominees. They believe this team has the right mix of cannabis experience, financial acumen, and strategic oversight.

👥 Who's Running the Company? (Executive Team)

The proxy also lists the top executives who manage MariMed's day-to-day operations:

• Jon R. Levine: Chief Executive Officer & President.
• Mario Pinho: Chief Financial Officer (since August 2024).
• Timothy Shaw: Chief Operating Officer.
• Ryan Crandall: Chief Commercial Officer (since April 2025).

💰 Proposal 2: Approve the Auditor

You are being asked to give advisory (non-binding) approval for the company to keep using the accounting firm M&K CPAs PLLC as its independent auditor for 2026.

• Who is M&K? They've been MariMed's auditor since 2018.
• Cost: The company paid M&K $216,595 for audit work in 2025, up from $178,671 in 2024.

👉 The Ask: The Board recommends you vote FOR approving M&K. While this vote is advisory, a "no" vote would prompt the board to reconsider. The Audit Committee is ultimately responsible for picking the auditor.

💵 Executive Pay: How Much Do Leaders Make?

This is a detailed section, but the key numbers for the top executives in 2025 were:

• CEO Jon Levine: Total compensation of $348,954.
• CCO Ryan Crandall: Total compensation of $347,687.
• COO Timothy Shaw: Total compensation of $345,958.

How is it paid? A mix of:

1. Salary: Base cash pay (e.g., $300,000 for the CEO).
2. Bonuses: Paid partly in cash and partly in company stock (RSUs). For example, the 2025 bonuses were 70% stock.
3. Stock Awards: Grants of Restricted Stock Units (RSUs) that vest over time, aligning their pay with the stock's performance.

👉 Why it matters: Their pay is tied to company performance. The stock component means they only do well if shareholders do well over time.

⚖️ Related Party Transactions (Potential Conflicts)

The company discloses business deals involving its executives to ensure transparency. Key examples:

• Office Lease: The company leases its HQ from an entity the CEO has an interest in (~$285k/year).
• Supplies: The company buys over $6.2 million in nutrients and equipment from a company owned by the COO's family.
• Royalties: The company pays royalties (~$649k in 2025) for the "Betty's Eddies" brand to an entity owned by the COO and CCO.
• Other: The CEO has personally guaranteed some company mortgages and made a small ($50k) cash advance to the company.

👉 The Safeguard: The company's Audit Committee must review and pre-approve all these "related party transactions" to manage potential conflicts of interest.

🧠 The Analogy

Think of this proxy statement like the agenda for a big homeowners' association (HOA) meeting. The Board of Directors is the HOA board. As a homeowner (shareholder), you get:

1. A list of board members up for re-election (the director nominees).
2. A proposal to renew the contract with the HOA's accounting firm (the auditor vote).
3. A report on how much the HOA manager is paid (executive compensation).
4. A disclosure of any deals the board made with companies owned by the manager's family (related party transactions). Your vote helps shape the leadership and oversight of your community (the company).

🧩 Final Takeaway

This is all about shareholder governance. MariMed is giving you the tools to vote on its leadership (the Board) and its financial watchdog (the auditor). The detailed pay and conflict-of-interest disclosures are there so you can make an informed choice about whether the current team is steering the company in the right direction. Your vote, though small, is your voice in how the company is run.