Greenlane Holdings Inc

This management proposal asks shareholders to approve an amendment to the Company’s Certificate of Incorporation authorizing a reverse stock split of Class A common stock at any ratio between 1-for-5 and 1-for-15, with the Board empowered to select the specific ratio and to implement the split by filing an amendment on or before April 30, 2026. Management seeks shareholder approval to provide the Board flexibility to respond to prevailing market conditions and to increase the per-share trading price of the Common Stock, which the Board believes could improve market perception, broaden the investor base, and make the Common Stock more acceptable to institutional and retail brokers. A primary driver is maintaining compliance with Nasdaq’s minimum $1.00 bid price requirement; the Board emphasizes that the split is intended to help avoid potential delisting and the attendant liquidity and financing disadvantages of trading on an over-the-counter market. The proposal does not reduce the number of authorized shares, meaning the pool of authorized but unissued shares would effectively increase post-split, which the Board acknowledges could enable future dilution if additional shares are issued. The Board also explains mechanisms for equitable adjustment of outstanding warrants and equity awards and describes cash-out treatment for fractional shares, while noting uncertainties regarding the extent and durability of any post-split price improvement. The Board reserves discretion to abandon the split even if approved by shareholders, and will consider market conditions, trading price, financing needs and other factors when deciding whether and when to implement it. The Board recommends a vote FOR because it believes the potential benefits—improved marketability, compliance with Nasdaq listing standards, and enhanced ability to raise capital—outweigh the risks, while also cautioning there is no guarantee the split will achieve its objectives and that some investors may view it negatively.

The adjournment proposal asks shareholders to grant the proxy holders authority to adjourn the Special Meeting, if necessary, to solicit additional proxies in favor of the Reverse Stock Split Proposal. Management is seeking this authorization as a procedural measure to preserve the Company’s ability to continue soliciting votes and to avoid the risk that a single meeting’s vote—potentially affected by low turnout or broker votes—will determine the outcome of the Reverse Stock Split. The proposal would allow the Board and its designees to postpone or adjourn the meeting without convening a new record date (provided the adjournment is 30 days or less), enabling follow-up outreach to shareholders and potentially changing the vote outcome through additional solicitation. While routine in contested or close-vote situations, the measure can be used tactically to extend the solicitation period and is usually recommended where a transaction requires a majority of votes cast. Approval requires a majority of shares present or represented and abstentions count as votes against, so management’s recommended support is designed to ensure flexibility to achieve the votes needed for the split. A vote in favor does not itself approve the Reverse Stock Split—it only allows more time to solicit approval of Proposal No. 1; conversely, failure of this adjournment vote could foreclose further solicitation without calling a new meeting. The Board recommends a vote FOR because it believes additional solicitation time could be in the best interests of stockholders if the Reverse Stock Split vote is initially insufficient, while noting that adjournment can delay finality for shareholders and prolong uncertainty about the corporate action.