Ascend Wellness SEC Filings

Ascend Wellness Holdings, Inc. changed its corporate bylaws to make it easier to reach a quorum at shareholder meetings. Effective June 24, 2026, the required quorum was reduced from a majority of voting power to one third (1/3) of the company’s voting power issued and outstanding and entitled to vote. This lower threshold applies to stockholders present in person, by permitted remote communication, or by proxy, unless a higher requirement is set by law or the certificate of incorporation. The full text of the amended and restated bylaws is attached as an exhibit.

Ascend Wellness Holdings, Inc. is soliciting shareholder approval at a virtual special meeting on August 28, 2026 to amend its Certificate of Incorporation to permit the Board to effect a reverse stock split of Class A common shares at a ratio between 1-for-10 and 1-for-50. The Board would decide the final ratio, timing and whether to implement the split; the authorization would remain effective until the shares are listed on a national securities exchange or one year from the Meeting, whichever is earlier. The record date for voting is July 7, 2026. The Company says the split is intended to increase the per-share market price to pursue a listing on the NYSE American or Nasdaq and to potentially broaden institutional and analyst interest, but notes listing remains subject to exchange policies and federal-law constraints related to U.S. cannabis operations.

Ascend Wellness Holdings reported another quarterly loss while continuing to grow its U.S. cannabis footprint. For the three months ended March 31, 2026, net revenue was $116.9 million, down from $128.0 million a year earlier, as wholesale revenue declined. Retail revenue was relatively stable at $83.1 million, while third‑party wholesale revenue fell to $33.8 million.

Gross profit improved to $44.9 million from $39.6 million as cost of goods sold dropped, but higher general and administrative expenses and sharply higher interest expense of $20.3 million led to a net loss of $29.5 million, versus a $19.3 million loss in 2025. Basic and diluted net loss per share widened to $0.15 from $0.09.

Operating cash flow swung from an inflow of $5.9 million to an outflow of $19.4 million, driven largely by reductions in accounts payable and accrued liabilities. Cash and cash equivalents decreased to $60.9 million from $85.7 million at year‑end. Total assets were $872.1 million and total liabilities were $947.9 million, resulting in stockholders’ deficit of $75.8 million as of March 31, 2026.

The company continued executing acquisitions and asset deals, including multiple dispensary transactions structured through variable interest entities and earn‑out arrangements, and an asset swap of an Ohio cultivation license that generated a small gain. Ascend also remains highly leveraged, with $300.0 million of senior secured term notes outstanding bearing interest at 12.75% and overall debt of $318.9 million. Management states that current cash plus anticipated operating cash flows are expected to support operations for at least the next twelve months, while also acknowledging potential needs to access debt or equity markets. As of May 11, 2026, there were 202,973,284 Class A shares outstanding.

Ascend Wellness Holdings reported Q1 2026 results with net revenue of $116.9 million and a net loss of $29.5 million. Revenue declined 3.0% sequentially as both retail and wholesale sales softened due to seasonality, pricing pressure, competition, and weather-related store closures.

Gross profit was $44.9 million, while Adjusted Gross Margin improved to 46.1% on greater vertical integration and better retail margins. Adjusted EBITDA was $26.3 million with a 22.5% margin. Cash and cash equivalents were $60.9 million and Net Debt was $241.2 million as of March 31, 2026.

The company added five new dispensaries year-to-date to reach 51 locations and expects about 2–3% revenue growth in Q2 2026 with Adjusted EBITDA Margin in the low‑20% range. Management highlighted strong brand performance, growing loyalty program engagement, and potential future benefits from U.S. cannabis rescheduling and related tax changes.

Ascend Wellness Holdings, Inc. converted its entire dual-class, high-vote stock and simplified its capital structure. On May 4, 2026, all 65,000 issued and outstanding shares of Class B common stock, which carried 1,000 votes per share, automatically converted into an equal number of Class A common shares.

On May 5, 2026, the company filed a Certificate of Retirement to retire those Class B shares, reducing authorized common stock by 65,000 to 750,035,000 and authorized Class B shares to 35,000. At its 2026 annual meeting, stockholders elected six directors, overwhelmingly ratified WithumSmith+Brown, PC as auditor, and reapproved the stock incentive plan, with Proposal 3 receiving 98,316,897 votes for and 339,972 against.

Ascend Wellness Holdings, Inc. is asking stockholders to vote at its virtual-only 2026 annual meeting on April 29, 2026. The meeting will be conducted via live audio webcast on the Lumi/Odyssey Virtual AGM platform, with registered holders able to log in and vote online using a unique control number and password “ascend2026.”

Stockholders are being asked to elect six directors – including Executive Chairman Abner Kurtin, Chief Executive Officer Samuel Brill, President Francis Perullo, and independent directors Julie Francis, Scott Swid, and Josh Gold – each to serve until the next annual meeting. They will also vote on ratifying WithumSmith+Brown, PC as independent registered public accounting firm for the year ending December 31, 2026.

The proxy also seeks approval of the amended 2021 Stock Incentive Plan, a 10% rolling equity plan that allows stock options, restricted stock, RSUs, SARs and dividend equivalents for employees, directors and other service providers, and reapproval of any unallocated entitlements. The filing outlines board independence, committee structure, dual‑class voting, non‑GAAP measures such as Adjusted EBITDA, and detailed executive compensation for 2024 and 2025.

Ascend Wellness Holdings, Inc. files its annual report describing a vertically integrated, multi-state cannabis business focused on limited-license, adult-use or near-term adult-use markets. The company operates 47 dispensaries, including 9 partner locations, and six cultivation sites with about 258,000 square feet of total canopy as of December 31, 2025.

Ascend is active or has financial interests in seven states, runs multiple in-house and partner brands, and employed roughly 2,300 people as of early 2026. It also put a $100 million mixed shelf registration in place to enable flexible future securities offerings in the U.S. and Canada.

Ascend Wellness Holdings reported Q4 2025 net revenue of $120.5 million and full-year 2025 revenue of $500.6 million, down from $561.6 million in 2024. The company posted a 2025 net loss of $118.2 million, wider than $85.0 million a year earlier, including a $17.0 million arbitration settlement expense in Q4.

Profitability metrics improved, with 2025 Adjusted EBITDA of $116.9 million and a 23.4% Adjusted EBITDA Margin, slightly above 2024. Cash and cash equivalents were $85.7 million as of December 31, 2025, with Net Debt of $215.8 million. The retail footprint reached 48 locations and a buyback retired about 15.8 million shares at an average $0.32 per share.