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James Cacioppo Files Updated Early Warning Report

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James Cacioppo (JUSHF) filed an updated early warning report dated May 8, 2026 describing share and option changes tied to a December 11, 2025 employment amendment. The amendment converted a US$1,050,000 bonus into a US$300,000 cash payment and 3,000,000 restricted subordinate voting shares that vested January 1, 2026. The filing reports aggregate holdings and exercise restrictions (a blocker limiting beneficial ownership above certain thresholds) and confirms beneficial ownership at 19.99% following a prior increase to that Maximum Percentage.

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Positive

  • Received 3,000,000 restricted subordinate voting shares vested on January 1, 2026
  • Beneficial ownership confirmed at 19.99% following prior Maximum Percentage increase
  • Options and warrants now vested and exercisable as of the date hereof

Negative

  • Blocker provisions restrict exercise above a 4.99% threshold for certain options and warrants
  • Exercise or issuance that would exceed 19.99% requires compliance with Canadian and U.S. securities rules

BOCA RATON, Fla., May 08, 2026 (GLOBE NEWSWIRE) -- James Cacioppo, Chief Executive Officer, Chairman, and Founder of Jushi Holdings Inc. (the "Company"), announced today that he has filed an early warning report on Form 62-103F1 in connection with his acquisition of subordinate voting shares of the Company ("Subordinate Voting Shares") on December 11, 2025.

As previously disclosed by the Company, on December 11, 2025, in order to assist the Company in managing near-term working capital requirements, the Company, JGMT, LLC and Mr. Cacioppo entered into an amendment to Mr. Cacioppo's existing employment agreement (the "Employment Agreement Amendment"), pursuant to which Mr. Cacioppo agreed to receive the US$1,050,000 annual cash bonus that would otherwise have been paid to him on or before March 15, 2026, and a grant options to purchase 3,000,000 Subordinate Voting Shares ("Options") that would otherwise have been issued to him prior to January 1, 2026, in the following alternative form: (a) a lump sum cash payment in the amount of US$300,000; and (b) the grant of 3,000,000 restricted Subordinate Voting Shares, which vested on January 1, 2026.

Prior to entering into the Employment Agreement Amendment, Mr. Cacioppo and his joint actors held an aggregate of 11,918,465 Subordinate Voting Shares, 12,447,732 Options and 24,335,239 warrants to acquire Subordinate Voting Shares ("Warrants"), representing in the aggregate, on an as-converted basis, approximately 20.86% of the Subordinate Voting Shares issued and outstanding as of December 11, 2025 (calculated in accordance with National Instrument 62-104 – Take-Over Bids and Issuer Bids ("NI 62-104") on a partially diluted basis), prior to the application of the "blocker" provision discussed below.

Following the entering into the Employment Agreement Amendment and as of the date hereof, Mr. Cacioppo and his joint actors hold an aggregate of 14,918,465 Subordinate Voting Shares, 12,447,732 Options and 24,335,239 Warrants, representing in the aggregate, on an as-converted basis, approximately 21.86% of the Subordinate Voting Shares issued and outstanding as of December 11, 2025 and the date hereof (calculated in accordance with NI 62-104 on a partially diluted basis), prior to the application of the "blocker" provision discussed below.

As of the date hereof, all of the Options and Warrants are vested and exercisable by Mr. Cacioppo and his joint actors; however, 6,447,732 of the 12,447,732 Options and 3,600,000 of the 24,335,239 Warrants, in each case held by Mr. Cacioppo and his joint actors, contain a "blocker" provision restricting the exercise of such Options and/or Warrants if, prior to or following such exercise, Mr. Cacioppo and his joint actors beneficially own or would beneficially own in the aggregate an excess of 4.99% of the Subordinate Voting Shares (the "Maximum Percentage") (calculated in accordance with applicable Canadian and U.S. securities laws). Mr. Cacioppo may increase or decrease the Maximum Percentage to any other percentage, provided that (a) any increase of the Maximum Percentage in excess of 19.99% of the Subordinate Voting Shares and (b) any issuance of Subordinate Voting Shares pursuant to any Option or Warrant which would result in Mr. Cacioppo and his joint actors beneficially owning in the aggregate an excess of 19.99% of the Subordinate Voting Shares (including any Subordinate Voting Shares issuable within sixty (60) days pursuant to the conversion, exercise or exchange of any other securities of the Company), shall be subject to applicable Canadian and U.S. securities laws (including the rules, requirements and policies of The Canadian Securities Exchange or any other stock exchange on which the Subordinate Voting Shares are then listed), including the receipt of any approval of the holders of Subordinate Voting Shares required pursuant thereto. On July 31, 2024, Mr. Cacioppo increased the Maximum Percentage to 19.99% and, therefore, Mr. Cacioppo and his joint actors have beneficial ownership of an aggregate of 19.99% of the Subordinate Voting Shares as of the date hereof.

This press release is issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which requires an early warning report to be filed on SEDAR+ (www.sedarplus.ca) containing additional information with respect to the foregoing matters. A copy of the early warning report may be obtained by contacting Investor Relations, Jushi Holdings Inc., investors@jushico.com.

About Jushi Holdings Inc.
We are a vertically integrated cannabis company led by an industry-leading management team. Jushi is focused on building a multi-state portfolio of branded cannabis assets through opportunistic acquisitions, distressed workouts, and competitive applications. Jushi strives to maximize shareholder value while delivering high-quality products across all levels of the cannabis ecosystem. For more information, visit jushico.com or our social media channels, InstagramFacebookX, and LinkedIn.

For further information, please contact:
Trent Woloveck
Co-Chief Strategy Director
trent@jushico.com
investors@jushico.com


FAQ

What did James Cacioppo report in the May 8, 2026 JUSHF early warning filing?

He reported an early warning filing detailing a December 11, 2025 amendment converting compensation into shares and cash. According to the company, this included a US$300,000 cash payment and 3,000,000 restricted subordinate voting shares which vested January 1, 2026.

How many subordinate voting shares did James Cacioppo receive under the amendment for JUSHF?

He received 3,000,000 restricted subordinate voting shares that vested on January 1, 2026. According to the company, these shares replaced options and were part of an amendment substituting cash and restricted shares for prior bonus and option grant.

What is James Cacioppo's reported ownership percentage in JUSHF after the update?

His aggregate beneficial ownership is reported at 19.99% as of the date of the filing. According to the company, he increased the Maximum Percentage previously to 19.99% on July 31, 2024, and currently holds that reported stake.

What are the "blocker" provisions noted in the JUSHF early warning report?

Certain options and warrants contain a blocker preventing exercise if ownership would exceed 4.99%. According to the company, some instruments are restricted and any increase above 19.99% triggers additional securities-law approvals.

Where can investors obtain the full JUSHF early warning report filed May 8, 2026?

A copy of the early warning report is available on SEDAR+ or by contacting JUSHF investor relations. According to the company, investors may request the report from Investor Relations at investors@jushico.com.