Ascend Wellness (AAWH) retires Class B stock, reapproves equity plan

Rhea-AI Filing Summary

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.

8-K Event Classification

4 items: 3.03, 5.03, 5.07, 9.01

4 items

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Class B shares converted: 65,000 shares Votes represented at meeting: 170,808,164 votes Class A shares represented: 105,808,164 shares +5 more

8 metrics

Class B shares converted 65,000 shares Class B common converted to Class A on May 4, 2026

Votes represented at meeting 170,808,164 votes Aggregate voting power at 2026 annual meeting

Class A shares represented 105,808,164 shares Entitled to one vote per share at annual meeting

Class B shares represented 65,000 shares Entitled to 1,000 votes per share at annual meeting

Authorized common stock after retirement 750,035,000 shares Total authorized common stock after reducing by 65,000

Authorized Class B after retirement 35,000 shares Authorized Class B common stock following Certificate of Retirement

Votes for stock plan reapproval 98,316,897 votes Proposal 3 votes in favor at 2026 annual meeting

Auditor ratification votes for 170,618,274 votes Proposal 2 votes in favor for 2026 auditor

Key Terms

Class B common stock, Certificate of Retirement, stock incentive plan, broker non-votes, +2 more

6 terms

Class B common stock financial

"each of the 65,000 issued and outstanding shares of the Company’s Class B common stock"

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

Certificate of Retirement regulatory

"the Company filed a Certificate of Retirement with the Secretary of State of the State of Delaware"

stock incentive plan financial

"the reapproval of the Company’s stock incentive plan and the approval of unallocated stock option entitlements thereunder"

A stock incentive plan is a company program that gives employees or directors pieces of ownership or the right to buy shares over time, similar to receiving a bonus paid in company stock instead of cash. Investors pay attention because these plans align staff incentives with long‑term company performance but can also dilute existing shareholders and affect reported profits when grants are expensed, so they influence both ownership percentages and financial results.

broker non-votes financial

"including the number of votes cast for and against (or withheld), and the number of abstentions and broker non-votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

quorum regulatory

"representing an aggregate of 170,808,164 votes, were represented in person or by proxy, constituting a quorum"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

independent registered public accounting firm financial

"the appointment of WithumSmith+Brown, PC as the independent registered public accounting firm of the Company"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Understanding 8-K Material Events →

false000175639012/3100017563902026-04-292026-04-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________

FORM 8-K

__________________________

CURRENT REPORT

Pursuant to Section 13 OR 15(D) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 29, 2026

__________________________

ASCEND WELLNESS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

333-254800

83-0602006

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

174 NJ-17

Rochelle Park, NJ 07662

(Address of principal executive offices)

(646) 661-7600

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below).

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.03.    Material Modification to Rights of Security Holders.

On May 4, 2026, pursuant to the terms of the Certificate of Incorporation of Ascend Wellness Holdings, Inc. (the “Company”) (the “Certificate of Incorporation”), each of the 65,000 issued and outstanding shares of the Company’s Class B common stock, par value $0.001 per share (the “Class B Common Stock”), automatically converted, by operation of Article V, Section 5.1 of the Certificate of Incorporation, into one fully paid and non-assessable share of the Company’s Class A common stock, par value $0.001 per share (the “Class A Common Stock”) (the “Conversion”). No shares of Class B Common Stock remained issued and outstanding following the Conversion.

In accordance with Article V, Section 9 of the Certificate of Incorporation and as required by Section 243 of the General Corporation Law of the State of Delaware (the “DGCL”), on May 5, 2026, the Company filed a Certificate of Retirement with the Secretary of State of the State of Delaware (the “Certificate of Retirement”) to effect the retirement of the 65,000 shares of Class B Common Stock that were issued but no longer outstanding following the Conversion. Pursuant to Section 243(b) of the DGCL, upon its effectiveness, the Certificate of Retirement had the effect of amending the Certificate of Incorporation to reduce the total number of authorized shares of common stock of the Company by 65,000, to 750,035,000, and to reduce the number of authorized shares of Class B Common Stock by 65,000, to 35,000.

Item 5.03.    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03. The Certificate of Retirement is filed as Exhibit 3.1 hereto and is incorporated by reference into this Item 5.03.

Item 5.07.    Submission of Matters to a Vote of Security Holders.

On April 29, 2026, Ascend Wellness Holdings, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”), at which the Company’s stockholders voted on the following matters, each of which is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission and on SEDAR+ on March 20, 2026 (the “Proxy Statement”): (i) the election of six directors to serve on the Company’s board of directors (the “Board”) until the 2027 Annual Meeting of Stockholders or until their successors are duly elected and qualified (“Proposal 1”); (ii) the ratification of the appointment of WithumSmith+Brown, PC as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026 (“Proposal 2”); and (iii) the reapproval of the Company’s stock incentive plan and the approval of unallocated stock option entitlements thereunder (“Proposal 3”). At the Annual Meeting, a total of 105,808,164 shares of the Company’s Class A Common Stock, entitled to one vote per share, and 65,000 shares of the Company’s Class B Common Stock, entitled to 1,000 votes per share, representing an aggregate of 170,808,164 votes, were represented in person or by proxy, constituting a quorum.

Set forth below are the final voting results, as certified by the Company’s scrutineer, with respect to each of the proposals acted upon at the Annual Meeting, including the number of votes cast for and against (or withheld), and the number of abstentions and broker non-votes with respect to each such proposal.

2

Proposal 1: Election of Directors

Each of the six nominees, each of whom was named in the Proxy Statement and unanimously recommended by the Board, was elected to serve on the Board to hold office until the 2027 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified, based on the following votes:

Directors						FOR						WITHHELD						BROKER NON-VOTES
Abner Kurtin						95,957,622						2,712,956						72,137,586
Francis Perullo						98,017,777						652,801						72,137,586
Scott Swid						97,951,912						718,666						72,137,586
Josh Gold						97,392,961						1,277,617						72,137,586
Samuel Brill						98,018,347						652,231						72,137,586
Julie Francis						98,012,797						657,781						72,137,586

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm

The appointment of WithumSmith+Brown, PC to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified based on the following votes:

FOR						AGAINST						ABSTAIN						BROKER NON-VOTES
170,618,274						148,577						41,313						—

Proposal 3: Reapproval of Stock Incentive Plan

The reapproval of the Company’s stock incentive plan and the approval of unallocated stock option entitlements thereunder was approved based on the following votes:

FOR						AGAINST						ABSTAIN						BROKER NON-VOTES
98,316,897						339,972						13,709						72,137,586

Item 9.01.    Financial Statements and Exhibits.

(d)     Exhibits.

Exhibit No.						Exhibit Description
3.1						Certificate of Retirement of Class B Common Stock of Ascend Wellness Holdings, Inc., as filed with the Secretary of State of the State of Delaware on May 5, 2026.
104						The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

1

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						Ascend Wellness Holdings, Inc.
May 5, 2026						/s/ Roman Nemchenko
						Roman Nemchenko Chief Financial Officer (Principal Financial Officer)

2

FAQ

What capital structure change did Ascend Wellness Holdings (AAWH) make in this filing?

Ascend Wellness converted all outstanding Class B shares into Class A shares. On May 4, 2026, 65,000 Class B common shares, each with 1,000 votes, automatically became 65,000 Class A shares, simplifying voting rights and eliminating any remaining issued and outstanding Class B stock.

How did the Certificate of Retirement affect AAWH’s authorized share counts?

The Certificate of Retirement reduced AAWH’s authorized common shares by 65,000. Filed on May 5, 2026, it lowered total authorized common stock to 750,035,000 and reduced authorized Class B common stock by 65,000 shares, leaving 35,000 Class B shares authorized but not outstanding.

What voting power was represented at Ascend Wellness’s 2026 annual meeting?

AAWH had an aggregate of 170,808,164 votes represented at the meeting. This came from 105,808,164 Class A shares with one vote each and 65,000 Class B shares with 1,000 votes each, satisfying quorum requirements for stockholder action at the annual meeting.

Were all director nominees elected at AAWH’s 2026 annual meeting?

Yes, all six director nominees were elected to the board. Each nominee, including Abner Kurtin and Julie Francis, received over 95 million votes "for," with broker non-votes of 72,137,586 recorded, allowing them to serve until the 2027 annual meeting or until successors qualify.

Did Ascend Wellness stockholders approve the stock incentive plan in 2026?

Stockholders reapproved AAWH’s stock incentive plan and related option entitlements. Proposal 3 received 98,316,897 votes for, 339,972 against, and 13,709 abstentions, with 72,137,586 broker non-votes, supporting continued use of equity-based compensation under the plan.

Which audit firm did Ascend Wellness stockholders ratify for fiscal 2026?

Stockholders ratified WithumSmith+Brown, PC as AAWH’s auditor. Proposal 2 passed with 170,618,274 votes for, 148,577 against, and 41,313 abstentions, confirming the firm as independent registered public accounting firm for the fiscal year ending December 31, 2026.

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-3.1 EX-3.1 11.7 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.0 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 13.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 24.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 14.2 KB