The Cannabist Company (OTCQX: CBSTF) sets $2.74M retention pool for key leaders

Rhea-AI Filing Summary

The Cannabist Company Holdings Inc. approved a new key employee retention bonus plan to support its ongoing strategic review process. The plan replaces a prior transaction-based bonus program and is designed to encourage leaders to stay with the company through critical phases of this review.

The Retention Bonus Plan establishes an aggregate cash bonus pool of approximately $2.74 million for designated employees and officers. Under individual retention agreements, CEO David Hart is eligible for a total cash bonus of $800,000 payable in monthly installments through the last payroll date in November 2026, and President Jesse Channon is eligible for $500,000 payable in monthly installments through the last payroll date in March 2026, subject to continued employment and other conditions.

If an employee is terminated without cause, or in the event of death or disability, any unpaid installments become payable in a lump sum after termination, subject to a release agreement. If employment ends for other reasons, or notice of termination has been given or received before a payment date, remaining unpaid installments are forfeited.

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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): December 5, 2025

____________________

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 5.02.			Departure of Directors or Certain Officers; Election of Directors;
			Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Retention Bonus Plan

As previously disclosed, on July 16, 2025, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of The Cannabist Company Holdings Inc. (the “Company”) approved a Transaction Bonus Plan (the “Prior Bonus Plan”) for designated participants, including David Hart, the Company’s Chief Executive Officer, and Jesse Channon, the Company’s President.

The Compensation Committee, with the assistance of the Company’s advisors including its independent compensation consultant, determined that the Company’s current business situation, changing business circumstances, and retention needs would be better supported by a retention plan tied to continued employment through critical phases of the Company’s ongoing strategic review process, rather than to completion of specific transactions.

Accordingly, on December 5, 2025 (the “Effective Date”), upon, among other things, the recommendation of the Compensation Committee, the Board of Directors of the Company approved a key employee retention bonus program (the “Retention Bonus Plan”) with an aggregate retention bonus pool of approximately $2.74 million and authorized the Company to enter into individual Key Employee Retention Bonus Agreements (each, a “Retention Agreement”) with designated employees and officers of the Company and its affiliates, including Messrs. Hart and Channon.

Each Retention Agreement provides for a cash bonus opportunity in an aggregate dollar amount set forth therein ($800,000 for Mr. Hart and $500,000 for Mr. Channon), payable in substantially equal monthly installments (generally on the last regularly scheduled payroll date of each applicable month) over the applicable retention period (until the last regularly scheduled payroll date in November 2026 for Mr. Hart and the last regularly scheduled payroll date in March 2026 for Mr. Channon). Each recipient’s right to receive any installment of the retention bonus is conditioned upon the employee’s continued active employment with the Company or one of its subsidiaries in good standing through the applicable payment date, not having given or received notice of termination, and other terms and approvals set forth in the Retention Agreements. Current participants in the Prior Bonus Plan will not be eligible to receive bonuses under the Prior Bonus Plan and will only be eligible to receive bonuses under the Retention Bonus Plan.

Subject to the terms of the Retention Agreements, if an employee’s employment is terminated by the Company without Cause (as defined in the applicable Retention Agreement) or terminates due to the employee’s death or Disability (as defined therein) on or before a scheduled payment date, the employee (or the employee’s estate, as applicable) will be entitled to receive any then‑unpaid installments of the retention bonus in a lump-sum cash payment on the first regularly scheduled payroll date following the 60th day after the termination date, subject to the employee’s timely execution, delivery and non‑revocation, to the extent applicable, of a general release and separation agreement in a form reasonably acceptable to the Company. If an employee’s employment terminates for any other reason, or if the employee has given or received notice of termination, prior to a scheduled payment date, any unpaid installments will be forfeited.

The foregoing description of the Retention Bonus Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Retention Agreement, which will be filed as an exhibit to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2025.

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: December 11, 2025

FAQ

What did The Cannabist Company Holdings Inc. (CBSTF) announce in this 8-K?

The company approved a new Retention Bonus Plan for key employees and officers, replacing a prior transaction-based bonus program, to support retention during its ongoing strategic review process.

How large is The Cannabist Company (CBSTF) retention bonus pool?

The Retention Bonus Plan provides an aggregate retention bonus pool of approximately $2.74 million for designated employees and officers of The Cannabist Company and its affiliates.

What retention bonuses are offered to the CBSTF CEO and President?

CEO David Hart has a cash bonus opportunity totaling $800,000, and President Jesse Channon has a cash bonus opportunity totaling $500,000, each payable in substantially equal monthly installments over their respective retention periods.

Over what periods are the CBSTF executive retention bonuses paid?

For David Hart, installments are payable through the last regularly scheduled payroll date in November 2026. For Jesse Channon, installments are payable through the last regularly scheduled payroll date in March 2026.

What conditions must be met for CBSTF employees to receive retention bonus installments?

Each installment requires the employee’s continued active employment in good standing through the payment date, without having given or received notice of termination, and compliance with other terms and approvals set forth in the Retention Agreement.

What happens to CBSTF retention bonuses if an employee is terminated without cause, dies, or becomes disabled?

If employment ends due to termination without cause, death, or disability on or before a payment date, any then-unpaid installments are payable in a lump sum on the first regular payroll date following the 60th day after termination, subject to a general release and separation agreement.

Do current participants remain eligible for the prior CBSTF Transaction Bonus Plan?

No. Current participants in the Prior Bonus Plan will not be eligible to receive bonuses under that plan and will only be eligible to receive bonuses under the new Retention Bonus Plan.