| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 03/18/2026 |
3. Issuer Name and Ticker or Trading Symbol
Glass House Brands Inc. [ GLASF ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Equity Shares(1) | 26,302 | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Restricted Stock Unit | (2) | (2) | Equity Shares(1) | 159,204(2) | (3) | D | |
| Explanation of Responses: |
| 1. The Subordinate Voting Shares, Restricted Voting Shares, and/or Limited Voting Shares of Glass House Brands Inc. ("GHBI") (collectively, the "Equity Shares"). |
| 2. The reporting person was granted RSU awards covering 8,333 RSUs on July 12, 2023 (the "July RSUs"), 34,800 RSUs on September 1, 2024 (the "September RSUs"), and 116,071 RSUs on February 1, 2025 (the "February RSUs"), for an aggregate of 159,204 RSUs. The July RSUs vest on May 18, 2026. The September RSUs vest in six equal quarterly installments of 5,800 RSUs on June 1, 2026; September 1, 2026; December 1, 2026; March 1, 2027; June 1, 2027; and September 1, 2027, subject to the terms of the applicable award agreement. The February RSUs vest in nine quarterly installments, with an initial tranche of 38,691 RSUs vesting on September 16, 2026, and the remaining 77,380 RSUs vesting in eight substantially equal quarterly installments of 9,672 or 9,673 RSUs on December 16, 2026; March 16, 2027; June 16, 2027; September 16, 2027; December 16, 2027; March 16, 2028; June 16, 2028; and September 16, 2028, in each case subject to the terms and conditions of the applicable award agreement. |
| 3. Each RSU represents the right to receive, at settlement, one share of GHBI's Equity Shares. |
| Remarks: |
| Exhibit 24 - Power of Attorney |
| /s/ Benjamin Vega, Attorney-in-Fact for William Tu | 03/18/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||