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Ayr Wellness completes first Ohio transfer to Arboretum

The company identifies remaining-market asset transfers and a wind-down of its existing parent as forward-looking matters.

(Moderate)

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Form Type
6-K

Rhea-AI Filing Summary

Ayr Wellness Inc. (AYRWF) completed the first transfer of certain Ohio operations into wholly owned subsidiaries of Arboretum Bidco LLC as part of the company’s previously announced restructuring transactions. All requisite state regulatory approvals for the Ohio transfer were obtained before closing.

Ayr Wellness had completed transfers of its Virginia, Florida, New Jersey and Nevada operations to Arboretum earlier this year. Arboretum intends to operate under the trade name “Ayr Wellness.”

Filing Explained

The Ohio transfer is complete, while the filing leaves remaining asset transfers and AYR’s parent-company wind-down in the future.

AYR reports that certain Ohio operations were transferred on October 1, 2026 into Arboretum’s wholly owned subsidiaries; Arboretum was established by AYR’s senior secured noteholders as the designated purchaser under the Master Purchase Agreement.

The filing describes transfers of remaining assets in other markets and the wind-down of AYR’s existing parent as forward-looking activities, not completed steps.

Master Purchase Agreement financial
"under the Master Purchase Agreement"
senior secured noteholders financial
"established by the Company’s senior secured noteholders"
forward-looking statements regulatory
"forward-looking statements within the meaning of applicable securities laws"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What Ohio operations did AYRWF transfer?

Ayr Wellness completed the first transfer of certain Ohio operations into wholly owned subsidiaries of Arboretum Bidco LLC. All requisite state regulatory approvals for the transfer were obtained before closing.

Who is Arboretum Bidco LLC in AYRWF’s restructuring?

Arboretum Bidco LLC was established by Ayr Wellness’s senior secured noteholders as the designated purchaser under the Master Purchase Agreement dated November 14, 2025.

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

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Learn about SEC filing dates

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

Form 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of October 2026.

 

Commission File Number: 333-253466

 

Ayr Wellness Inc.

(Exact Name of Registrant as Specified in Charter)

 

2601 South Bayshore Drive, Suite 900, Miami, FL, 33133
(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ¨ Form 40-F x

 

 

 

 

 

 

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, thereunto duly authorized.

 

    AYR WELLNESS INC.
    (Registrant)
       
Date: October 2, 2026 By: /s/ Blake Holzgrafe
    Name: Blake Holzgrafe
    Title: Interim Chief Executive Officer

 

 

 

 

EXHIBIT INDEX

 

99.1 News Release dated October 1, 2026

 

 

 

 

Exhibit 99.1

 

 

AYR Wellness Announces Completion of Ohio Asset Transfer

 

MIAMI, October 1, 2026 - AYR Wellness Inc. (CSE: AYR.A, OTCQX: AYRWF) (“AYR” or the “Company”) today announced the closing of the first transfer of its Ohio operations into wholly-owned subsidiaries of Arboretum Bidco LLC (“Arboretum”), in connection with the Company’s previously announced restructuring transactions (the “Restructuring Transactions”). Arboretum, which intends to operate under the trade name “Ayr Wellness”, is the entity established by the Company’s senior secured noteholders as the designated purchaser under the Master Purchase Agreement, dated November 14, 2025 (as amended, the “MPA”).

 

In connection with this closing, certain of the Company’s Ohio operations have been transferred into Arboretum. All requisite state regulatory approvals for the transfer of the Ohio operations were obtained prior to the closing.

 

The Company previously completed the closing of the transfer of its Virginia, Florida, New Jersey and Nevada operations to Arboretum earlier this year.

 

Forward-Looking Statements

 

Certain statements contained in this news release may contain forward-looking information or may be forward-looking statements within the meaning of applicable securities laws. Forward-looking statements are often, but not always, identified by the use of words such as “target”, “expect”, “anticipate”, “believe”, “foresee”, “could”, “would”, “estimate”, “goal”, “outlook”, “intend”, “plan”, “seek”, “will”, “may”, “tracking”, “pacing”, and “should” and similar expressions or words suggesting future outcomes. This news release includes forward-looking statements pertaining to, among other things, the transfer of remaining assets in other markets, the wind-down of the existing AYR corporate parent entity, and the Company’s restructuring activities. Numerous risks and uncertainties could cause actual events and results to differ materially from the estimates, beliefs, and assumptions expressed or implied in the forward-looking statements, including those described in the Company’s public filings, market and regulatory factors, and other risks inherent in the cannabis industry. AYR has no intention, and undertakes no obligation, to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

 

About AYR Wellness Inc.

 

AYR Wellness is a vertically integrated U.S. multi-state cannabis operator. The Company cultivates, manufactures, and retails a broad portfolio of high-quality cannabis products, supporting both medical patients and adult-use consumers.

 

 

 

 

For more information, please visit www.ayrwellness.com.

 

Company/Media Contact:

 

Robert Vanisko

SVP, Public Affairs

T: (786) 885-0397

Email: comms@ayrwellness.com

 

 

 

Filing Exhibits & Attachments

1 document

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