Flash Sports & Media Holdings, Inc.

Background urban-gro, Inc. ( we, us, our, the Company, or urban-gro ) was originally formed on March 20, 2014, as a Colorado limited liability company. On March 10, 2017, we converted to a Colorado corporation and exchanged shares of our common stock for every member’s interest issued and outstanding on the date of conversion. On October 29, 2020, we reincorporated as a Delaware corporation. On December 31, 2020, we effected a 1-for-6 reverse stock split with respect to our common stock. On February 12, 2021, we completed an uplisting to the Nasdaq Capital Market ( Nasdaq ) under the ticker symbol UGRO. On February 9, 2026, we effected a 1-for-25 reverse stock split with respect to our common stock. All information in this Report gives effect to these reverse stock splits, including restating prior period reported amounts. On February 17, 2026, the Company completed its merger (the Merger ) with Flash Sports and Media, Inc. ( Flash ), a Delaware corporation, pursuant to an Agreement and Plan of Merger dated February 17, 2026 (the Merger Agreement ), by and among the Company, UGRO Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company ( Merger Sub ), and Flash. As a result of the Merger, Merger Sub merged with and into Flash, with Flash surviving as a wholly owned subsidiary of the Company. Following the closing of the Merger, the Company began operating as a diversified sports, media, and experiential marketing platform under the Flash Sports & Media brand. The Company intends to change its name to Flash Sports & Media Holdings, Inc.