Ascend Wellness (AAWH) pays $17M to resolve GTI arbitration award

Rhea-AI Filing Summary

Ascend Wellness Holdings, Inc. resolved an arbitration dispute with Green Thumb Industries Inc. and TWD18, LLC stemming from a June 2018 side letter agreement. An arbitrator had issued a net award of approximately $19.7 million in favor of Green Thumb.

The parties then entered into a settlement agreement dated February 11, 2026, under which the matter was fully resolved for a negotiated payment of $17.0 million. Ascend Wellness has paid this amount, the award has been fully satisfied and extinguished, all arbitration claims have been resolved, and the company states it does not expect any material disruption to its ongoing operations.

Insights

Litigation and settlement analyst

Ascend Wellness pays $17M to settle a $19.7M arbitration award, fully closing the dispute.

Ascend Wellness Holdings, Inc. faced an arbitration award of approximately $19.7 million in favor of Green Thumb Industries Inc. and TWD18, LLC over a June 2018 side letter. The company subsequently negotiated a settlement fixing its obligation at $17.0 million, documented in a February 11, 2026 settlement agreement.

The settlement has been paid, and the award is described as fully satisfied, discharged, and extinguished, resolving all claims in the arbitration. This clarifies the size of the cash outflow and removes uncertainty around the dispute. The company also states it does not expect the settlement to cause any material disruption to its ongoing operations, suggesting normal business activities are intended to continue.

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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): February 11, 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.)

44 Whippany Road

Suite 101

Morristown, NJ 07960

(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 8.01.    Other Events.

As previously disclosed in the Current Report on Form 8-K filed by Ascend Wellness Holdings, Inc. (the “Company”) on February 6, 2026, an arbitrator issued an award (the “Award”) in favor of Green Thumb Industries Inc. and TWD18, LLC (collectively, “GTI”) relating to a June 2018 side letter agreement between the parties, resulting in a net award to GTI of approximately $19.7 million.

Subsequent to the issuance of the Award, the Company entered into a settlement agreement dated February 11, 2026 with GTI (the “Settlement Agreement”) pursuant to which the parties agreed to resolve and fully satisfy the Award in exchange for a negotiated payment of $17.0 million. The Company has paid the settlement amount in accordance with the Settlement Agreement, and the Award has been fully satisfied, discharged, and extinguished.

The Settlement Agreement resolves all claims asserted in the arbitration proceeding. The Company does not expect the settlement to result in any material disruption to its ongoing operations.

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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.
February 13, 2026						/s/ Roman Nemchenko
						Roman Nemchenko Chief Financial Officer (Principal Financial Officer)

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FAQ

What arbitration dispute did Ascend Wellness (AAWH) resolve with Green Thumb?

Ascend Wellness resolved an arbitration with Green Thumb Industries Inc. and TWD18, LLC over a June 2018 side letter agreement. An arbitrator had issued a net award of about $19.7 million before the parties negotiated a separate settlement payment.

How much will Ascend Wellness (AAWH) pay under the settlement with Green Thumb?

Ascend Wellness agreed to pay $17.0 million under the settlement agreement with Green Thumb. This negotiated amount fully satisfies the prior arbitration award of approximately $19.7 million, according to the company’s description of the resolution.

Does the Green Thumb settlement fully satisfy the arbitration award for Ascend Wellness (AAWH)?

Yes, the $17.0 million settlement payment fully satisfies the arbitration award. Ascend Wellness states the award has been satisfied, discharged, and extinguished, and that all claims asserted in the arbitration proceeding have been resolved under the settlement agreement.

Will the $17 million settlement affect Ascend Wellness (AAWH) operations?

Ascend Wellness states it does not expect the settlement to cause any material disruption to its ongoing operations. While the company has paid $17.0 million to resolve the dispute, it characterizes the impact on day-to-day business as non-disruptive.

When was the settlement agreement between Ascend Wellness (AAWH) and Green Thumb signed?

The settlement agreement between Ascend Wellness and Green Thumb is dated February 11, 2026. On that date, the parties agreed to resolve the existing arbitration award through a negotiated $17.0 million payment, which Ascend Wellness reports has already been paid.

What was the original arbitration award amount against Ascend Wellness (AAWH)?

The arbitrator issued a net award of approximately $19.7 million in favor of Green Thumb Industries Inc. and TWD18, LLC. This amount was later replaced economically by the parties’ agreement to resolve the matter through a $17.0 million settlement payment.

Filing Exhibits & Attachments

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Other Documents

• 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