Change in Certifying Accountants, Changes in Control (Form 1-U)

ITEM 4.01 - Changes in Control of the Issuer

On May 28, 2025, the Company received an updated version of written stockholder consents, originally dated May 19, 2025 (the "Consents"), which purported to remove existing directors and appoint new directors to the Board of Directors of Graze, Inc. (the "Company").

Following receipt and a preliminary review of the May 28th Consents by the Company's legal counsel, the Company's current Board of Directors convened and adopted a board resolution acknowledging receipt of the updated Consents. Based on the advice of counsel and limited to the Common Stock and Class F Common Stock voting classes, it was determined that the Consents, as presented, appear to satisfy the required shareholder vote thresholds under Delaware law and the Company's governing documents, assuming the accuracy and authority of the signatories and share ownership as represented.

In light of this review, and to minimize further disruption to the Company's operations, shareholders, and employees, the current Board does not intend to contest the outcome of the Consents as it pertains to the Common and Class F Common Stock voting classes. Accordingly, the Company has begun a limited and orderly transition process.

The Company notes that it has not independently verified all aspects of the Consents, including the authority of signatories or the share counts of certain entities, and expressly reserves all rights with respect to these matters.

This transition may result in additional changes to the Company's board composition, management, or operations. The Company will continue to update investors as material developments occur.