STOCK TITAN

Ascend Wellness (AAWH) shareholders approve board-controlled reverse split

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Ascend Wellness Holdings, Inc. (AAWH) reported the results of a special meeting of stockholders held on August 28, 2026. Holders of Class A common stock approved an amendment to the Certificate of Incorporation authorizing a reverse stock split of Class A shares at a ratio between 1-for-10 and 1-for-50, to be implemented at the Board of Directors’ discretion before a national exchange listing or within one year of the meeting, whichever occurs first. Stockholders also approved the ability to adjourn the special meeting if needed to solicit additional proxies, although no adjournment was ultimately required. No other matters were considered or voted upon.

Positive

  • None.

Negative

  • None.

Filing Explained

The August 28 filing reports approval of authority—not implementation—for the board to effect a 1-for-10 to 1-for-50 reverse split; if implemented, holders would have fewer Class A shares at a proportionally higher per-share price, while the split itself would not change company value.

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, or exhibit attachments filed with this report.
Shares represented at Special Meeting 113,702,839 shares Class A common shares represented in person or by proxy at the August 28, 2026 special meeting
Reverse stock split ratio range 1-for-10 to 1-for-50 Authorized range for the reverse stock split of Class A Common Shares approved by stockholders
Votes FOR reverse stock split proposal 112,305,378 votes Votes cast in favor of the reverse stock split amendment at the special meeting
Votes AGAINST reverse stock split proposal 1,391,090 votes Votes cast against the reverse stock split amendment at the special meeting
Votes FOR adjournment proposal 113,245,527 votes Votes cast in favor of permitting adjournment to solicit additional proxies
Votes AGAINST adjournment proposal 440,826 votes Votes cast against the adjournment proposal
Reverse Stock Split financial
"to effect a reverse stock split of the Company’s Class A Common Shares"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
Special Meeting regulatory
"held a special meeting (the “Special Meeting”), at which the holders"
A special meeting is a shareholder gathering called outside the regular annual meeting to decide on urgent or specific corporate matters, such as mergers, major asset sales, changes to the board, or shareholder proposals. It matters to investors because decisions made there can quickly alter a company’s strategy, ownership or value—like a sudden boardroom decision that changes the game—so shareholders may need to vote, adjust holdings, or reassess risk based on the outcome.
broker non-votes regulatory
"the number of abstentions and broker non-votes with respect to each"
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
"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.

FAQ

What reverse stock split authority did AAWH shareholders approve on August 28, 2026?

Shareholders approved an amendment authorizing a reverse stock split of Ascend Wellness Holdings’ Class A common stock at any whole-number ratio between 1-for-10 and 1-for-50, to be implemented at the Board’s discretion before a national exchange listing or within one year of the special meeting.

How many AAWH Class A shares were represented at the August 28, 2026 special meeting?

A total of 113,702,839 Class A common shares, each entitled to one vote, were represented in person or by proxy at the special meeting, constituting a quorum for conducting business and voting on the proposals.

What were the voting results for AAWH’s reverse stock split proposal?

For the reverse stock split proposal, there were 112,305,378 votes FOR, 1,391,090 AGAINST, and 6,371 WITHHELD, with no broker non-votes. This approved the amendment authorizing a reverse stock split within the specified 1-for-10 to 1-for-50 ratio range.

Did AAWH shareholders approve the potential adjournment of the special meeting?

Yes. The adjournment proposal received 113,245,527 votes FOR, 440,826 AGAINST, and 16,486 WITHHELD, authorizing adjournment if needed to solicit more proxies. Because the reverse stock split proposal passed, no adjournment was necessary.

Were any other matters voted on at AAWH’s August 28, 2026 special meeting?

No. Ascend Wellness Holdings states that no other matters were considered or voted upon at the special meeting besides the reverse stock split authorization and the potential adjournment proposal.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
false000175639000017563902026-08-282026-08-28


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): August 28, 2026
__________________________
ASCEND WELLNESS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

Delaware333-25480083-0602006
(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 5.07.    Submission of Matters to a Vote of Security Holders.
On August 28, 2026, Ascend Wellness Holdings, Inc. (the “Company”) held a special meeting (the “Special Meeting”), at which the holders of shares of Class A common stock (the “Class A Common Shares”) of the Company 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 July 9, 2026 (the “Special Meeting Proxy Statement”): (i) to approve an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of the Company’s Class A Common Shares (the “Reverse Stock Split”) at a ratio ranging from any whole number between 1-for-10 and 1-for-50, as determined by the Board of Directors (the “Board”) in its discretion, but prior to the date the Class A Common Shares are listed on a national securities exchange or one year from the date of the Special Meeting, whichever is earlier (the “Reverse Stock Split Proposal”); (ii) and to approve an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the Reverse Stock Split Proposal. At the Special Meeting, a total of 113,702,839 shares of the Company’s Class A Common Stock, entitled to one vote per share, 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 Special 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.
Proposal 1: Reverse Stock Split
The Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation to effect a Reverse Stock Split at a ratio ranging from any whole number between 1-for-10 and 1-for-50, as determined by the Board in its discretion, but prior to the date the Class A Common Shares are listed on a national securities exchange or one year from the date of the Meeting, whichever is earlier, based on the following votes:
FORAGAINSTWITHHELDBROKER NON-VOTES
112,305,3781,391,0906,371
Proposal 2: Adjournment of Special Meeting
The adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the Reverse Stock Split Proposal, was ratified based on the following votes:
FORAGAINSTWITHHELDBROKER NON-VOTES
113,245,527440,82616,486
Because the Reverse Stock Split Proposal received sufficient votes for approval, no adjournment of the Special Meeting was necessary.
The results reported above are final voting results. No other matters were considered or voted upon at the Special Meeting.
Item 9.01.    Financial Statements and Exhibits.
(d)     Exhibits.
Exhibit No.Exhibit Description
104The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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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.
August 31, 2026/s/ Roman Nemchenko
Roman Nemchenko
Chief Financial Officer
(Principal Financial Officer)
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Filing Exhibits & Attachments

4 documents