Change in Certifying Accountants (Form 8-K)

Item 4.01 Changes in Registrant's Certifying Accountant.

On February 27, 2026, urban-gro, Inc. (the "Company") dismissed Sadler, Gibb & Associates, LLC ("Sadler") as the Company's independent registered public accounting firm. The decision to dismiss Sadler was approved by the audit committee of the Company's board of directors on February 27, 2026.

Sadler had been retained by the Company on May 29, 2024. Sadler's reports on the Company's consolidated financial statements as of and for the fiscal years ended December 31, 2022, 2023 and 2024 did not contain any adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

From the date Sadler was engaged by the Company through the date of dismissal, there have been no disagreements with the former accountants on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of Sadler, would have caused them to make reference thereto in their report on the financial statements.

From the date Sadler was engaged by the Company through the date of dismissal, there have been no reportable events, as that term is defined in Item 304(a)(1)(v) of under the Securities Exchange Act of 1934, as amended.

The Company has requested Sadler to furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statement made above by the Company. A copy of such letter, dated March 3, 2026, is filed herewith as Exhibit 16.1 and incorporated herein by reference.

New Independent Accountants

On March 3, 2026, Suri and Co., Chartered Accountants ("Suri"), Certified Public Accountants of Chennai, India, were appointed by the Company to audit the Company's financial statements for the year ended December 31, 2025.

During the Company's two most recent fiscal years and the subsequent interim periods preceding their appointment as independent accountants, neither the Company nor anyone on its behalf consulted Suri regarding either (1) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered of the Company's consolidated financial statements, nor has Suri provided to the Company a written report or oral advice regarding such principles or audit opinion, or (2) any matter that was either the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K and the related instructions thereto) or a reportable event (as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K).

Item 8.01. Other Events

On March 4, 2026, the Company received a written notice from the Listing Qualifications staff (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq") informing the Company that it has regained compliance with the Stockholders' Equity Requirement, the Annual Meeting Requirement and the Timely Filing Requirement.