Ascend Wellness (AAWH) faces $19.7M net arbitration loss to Green Thumb

Rhea-AI Filing Summary

Ascend Wellness Holdings, Inc. disclosed an adverse arbitration outcome related to a 2018 side letter with Green Thumb Industries. The arbitrator found that both parties breached the agreement’s purchase obligations and awarded Green Thumb about $22 million in damages and Ascend about $2.3 million, resulting in a net award to Green Thumb of roughly $19.7 million. Ascend disagrees with the decision and is evaluating its options but does not currently expect the award to cause any material disruption to its ongoing operations.

Positive

• None.

Negative

• Net $19.7 million arbitration award against Ascend Wellness, reflecting an adverse outcome in a long‑running dispute with Green Thumb Industries and creating a potentially significant non‑recurring cash obligation despite management’s view that operations will not be materially disrupted.

Insights

Equity and credit impact analyst

Ascend faces a net $19.7M arbitration award but expects operations to continue normally.

The arbitration stems from a 2018 side letter linked to a capital raise, where purchase obligations between Ascend Wellness and Green Thumb Industries were disputed. The arbitrator determined both parties breached the agreement, but the net outcome favors Green Thumb.

Green Thumb received damages of about $22 million, while Ascend was awarded roughly $2.3 million, leading to a net award of around $19.7 million payable to Green Thumb. This represents a non-recurring but potentially sizable cash obligation for Ascend.

Ascend states it does not currently expect this award to cause a material disruption to its continued operations, which suggests it believes it can absorb or manage the impact. The company is still evaluating its options, so any further actions would likely appear in subsequent disclosures if pursued.

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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 5, 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.

On February 5, 2026, Ascend Wellness Holdings, Inc. (the “Company”) was notified that an award was issued in favor of its counterparty, Green Thumb Industries, Inc. (“GTI”), to a confidential arbitration matter. The dispute revolved around a side letter (the “Agreement”) entered into by the Company and GTI in June 2018 as part of the Company’s capital raise at the time, which provided for, among other provisions, purchase obligations by the Company from GTI.

The arbitrator found that both the Company and GTI breached their obligations under the Agreement, awarding GTI approximately $22 million of damages and the Company approximately $2.3 million, resulting in a net award to GTI of approximately $19.7 million.

The Company disagrees with the unanticipated decision and is currently evaluating its options. The Company does not currently expect it to cause any material disruption to its continued 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 6, 2026						/s/ Roman Nemchenko
						Roman Nemchenko Chief Financial Officer (Principal Financial Officer)

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FAQ

What did Ascend Wellness Holdings (AAWH) disclose in this 8-K?

Ascend Wellness disclosed an arbitration award arising from a 2018 side letter with Green Thumb Industries. The arbitrator found both parties breached the agreement, resulting in a net award of about $19.7 million in favor of Green Thumb. Ascend is evaluating its options.

How much is Ascend Wellness expected to pay after the arbitration with Green Thumb?

The arbitration awarded Green Thumb Industries roughly $22 million and Ascend Wellness about $2.3 million, producing a net award of approximately $19.7 million to Green Thumb. This figure represents the effective financial impact disclosed by Ascend in the filing.

What was the dispute between Ascend Wellness (AAWH) and Green Thumb Industries about?

The dispute involved a 2018 side letter tied to Ascend Wellness’s capital raise, which included purchase obligations from Green Thumb. The arbitrator determined that both companies breached obligations under this agreement, leading to offsetting damage awards and a net amount owed to Green Thumb.

Does Ascend Wellness expect the arbitration award to disrupt its operations?

Ascend Wellness stated that it does not currently expect the arbitration award to cause any material disruption to its continued operations. This suggests the company believes it can manage the financial impact while maintaining normal business activities, based on its present assessment.

Is Ascend Wellness challenging the arbitration decision involving Green Thumb?

Ascend Wellness indicated it disagrees with the arbitration decision and is evaluating its options. While specific next steps were not detailed, this language signals the company is considering possible responses within the framework allowed after such an award.

When was the arbitration award between Ascend Wellness and Green Thumb issued?

Ascend Wellness reported that it was notified on February 5, 2026 that an award had been issued in favor of Green Thumb Industries. This date marks the earliest event reported related to the arbitration outcome in the company’s 8-K filing.