Cannabist Company extends noteholder forbearance deal

The Cannabist Company Holdings Inc. entered into a further agreement with an ad hoc group of holders of its 9.25% Senior Secured Notes due December 31, 2028 and its 9.00% Senior Secured Convertible Notes due December 31, 2028.

Rhea-AI Filing Summary

The Cannabist Company Holdings Inc. entered into a further agreement with an ad hoc group of holders of its 9.25% Senior Secured Notes due December 31, 2028 and its 9.00% Senior Secured Convertible Notes due December 31, 2028. These noteholders agreed to extend their forbearance from exercising rights and remedies under the governing indenture and applicable law until February 27, 2026. This short-term extension gives the company additional time while it addresses its obligations under these senior secured notes.

Positive

• None.

Negative

• Reliance on a short-term forbearance extension to February 27, 2026 for 9.25% Senior Secured Notes and 9.00% Senior Secured Convertible Notes underscores ongoing financial stress and uncertainty around resolving these senior obligations.

Insights

Credit and restructuring analyst

Short forbearance extension highlights ongoing financing stress around senior secured notes.

The Cannabist Company obtained another forbearance extension from holders of its 9.25% Senior Secured Notes and 9.00% Senior Secured Convertible Notes, both due on December 31, 2028. The noteholders are agreeing not to exercise contractual remedies for a limited period.

The forbearance now runs only until February 27, 2026, indicating discussions or negotiations are active but not yet resolved. Because these are senior secured obligations, how they are ultimately addressed could significantly influence the company’s capital structure and creditor hierarchy.

The company also emphasizes extensive forward-looking statement risks and points investors to risk factors in its Form 10-K for the year ended December 31, 2024 and Form 10-Q for the quarter ended September 30, 2025. Subsequent disclosures in these periodic reports will be important to understand any restructuring or refinancing outcomes around these notes.

8-K Event Classification

Item 1.01 — Entry into a Material Definitive Agreement

1 item

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

FAQ

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

What agreement did The Cannabist Company (CBSTF) disclose in this 8-K filing?

The Cannabist Company disclosed a further extension of a forbearance agreement with an ad hoc group of noteholders. These holders agreed to temporarily refrain from exercising rights and remedies related to the company’s senior secured notes governed by an amended and restated indenture.

Which notes are covered by The Cannabist Company’s extended forbearance agreement?

The extension covers the company’s 9.25% Senior Secured Notes due December 31, 2028 and its 9.00% Senior Secured Convertible Notes due December 31, 2028. Both series are governed by an amended and restated indenture and are held by the ad hoc group of noteholders.

How long does the new forbearance period last for The Cannabist Company’s senior notes?

The ad hoc group of noteholders agreed to forbear from exercising rights and remedies until February 27, 2026. This short extension provides additional time while the company addresses obligations under its 9.25% Senior Secured Notes and 9.00% Senior Secured Convertible Notes due December 31, 2028.

What does the forbearance by noteholders mean for The Cannabist Company?

Forbearance means the noteholders are agreeing, for now, not to exercise their contractual rights and remedies under the indenture and applicable law. This allows The Cannabist Company more time to work through issues related to its senior secured notes without immediate enforcement actions.

What forward-looking statement cautions does The Cannabist Company provide in this filing?

The company states that the filing contains forward-looking statements about future events, plans, and strategies. It highlights that actual results may differ due to risks and uncertainties and refers readers to risk factors in its Form 10-K for 2024 and Form 10-Q for the quarter ended September 30, 2025.

Where can investors find more risk information about The Cannabist Company’s situation?

Investors are directed to the company’s annual report on Form 10-K for the year ended December 31, 2024 and its quarterly report on Form 10-Q for the quarter ended September 30, 2025. These filings are available on the SEC’s website and on SEDAR+ in Canada.

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

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Accepted by SEC EDGAR 02/23/2026 - 10:32 AM Learn about SEC filing dates

false000177673800017767382026-02-202026-02-20

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 20, 2026

____________________

THE CANNABIST COMPANY HOLDINGS INC.

(Exact Name of Registrant as specified in its charter)

____________________

British Columbia			000-56294			98-1488978
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)

321 Billerica Road Chelmsford, Massachusetts			01824
(Address of principal executive offices)			(Zip Code)

(978) 910-1486

(Registrant’s telephone number, including area code)

Not Applicable

(Registrant’s name or former address, if change 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:

☐			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 pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On February 20, 2026, The Cannabist Company Holdings Inc. (“The Cannabist Company” or “the Company”) announced that the ad hoc group of noteholders of the Company’s 9.25% Senior Secured Notes due December 31, 2028 and the 9.00% Senior Secured Convertible Notes due December 31, 2028 (collectively, the “Notes”), which are parties to the previously announced forbearance agreement with the Company, have agreed to a further extension and to forbear from exercising any of their rights and remedies under the amended and restated indenture, as supplemented, governing the Notes and applicable law, until February 27, 2026.

Forward-Looking Statements

This Current Report contains “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995 and corresponding Canadian securities laws. Such forward-looking statements are not representative of historical facts or information or current condition, but instead represent only the Company’s beliefs regarding use of proceeds, future events, plans, strategies, or objectives, many of which, by their nature, are inherently uncertain and outside of the Company’s control. Generally, such forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “future”, “scheduled”, “estimates”, “forecasts”, “projects,” “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases, or may contain statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “will continue”, “will occur” or “will be achieved”. Forward-looking statements involve and are subject to assumptions and known and unknown risks, uncertainties, and other factors which may cause actual events, results, performance, or achievements of the Company to be materially different from future events, results, performance, and achievements expressed or implied by forward-looking statements herein, as well as the risk factors described in the Company’s annual report on Form 10-K for the year ended December 31, 2024, its quarterly report on Form 10-Q for the quarter ended September 30, 2025, and any subsequent quarterly reports on Form 10-Q, in each case, filed with the U.S. Securities and Exchange Commission at www.sec.gov and in Canada on SEDAR+, available at www.sedarplus.ca. The forward-looking statements contained in this Current Report are made as of the date of this Current Report, and the Company does not undertake to update any forward-looking information or forward-looking statements that are contained or referenced herein, except as may be required in accordance with applicable securities laws. All subsequent written and oral forward-looking information and statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by this notice regarding forward-looking information and statements.

SIGNATURE

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

			THE CANNABIST COMPANY HOLDINGS INC.
			By:			/s/ David Sirolly
			Name:			David Sirolly
			Title:			Chief Legal Officer & General Counsel

Date: February 18, 2026

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