Cannabist Company extends forbearance on senior notes

The Cannabist Company Holdings Inc. entered into an amended arrangement with the 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 an amended arrangement with the 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 agreement and refrain from exercising rights and remedies under the governing indenture and applicable law until March 6, 2026.

The company emphasizes that statements about plans, strategies and future events are forward-looking and subject to significant risks and uncertainties, directing investors to its Form 10-K for the year ended December 31, 2024 and Form 10-Q for the quarter ended September 30, 2025 for detailed risk factors.

Insights

Credit and capital structure analyst

Extension of forbearance on senior secured notes signals ongoing creditor negotiations.

The Cannabist Company obtained a further extension of forbearance from holders of its 9.25% Senior Secured Notes and 9.00% Senior Secured Convertible Notes, both maturing on December 31, 2028. Noteholders agreed not to exercise contractual or legal remedies until March 6, 2026.

Forbearance means creditors are temporarily refraining from enforcing rights they otherwise could exercise under the indenture and applicable law. This typically preserves flexibility while parties negotiate around existing obligations, though the specific triggers and terms are not detailed in this excerpt.

The company ties this update to broader risk disclosures in its 2024 Form 10-K and September 30, 2025 Form 10-Q. Future filings may clarify whether the forbearance is further extended, amended or replaced by a longer-term solution involving these senior secured 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 did The Cannabist Company Holdings Inc. (CBSTF) announce regarding its notes?

The Cannabist Company announced that an ad hoc group of holders of its 9.25% Senior Secured Notes and 9.00% Senior Secured Convertible Notes agreed to extend their forbearance, delaying the exercise of contractual and legal remedies until March 6, 2026.

Which specific notes of The Cannabist Company (CBSTF) are covered by the forbearance extension?

The extension applies to the company’s 9.25% Senior Secured Notes due December 31, 2028 and its 9.00% Senior Secured Convertible Notes due December 31, 2028. These instruments are collectively referred to as the Notes in the announcement.

Until what date will noteholders forbear from exercising rights against The Cannabist Company (CBSTF)?

The participating noteholders agreed to forbear from exercising their rights and remedies under the amended and restated indenture and applicable law until March 6, 2026, providing a defined period during which they will not pursue those enforcement actions.

Where can investors find detailed risk factors for The Cannabist Company (CBSTF)?

Risk factors are described in 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, available on the SEC’s website and on SEDAR+ in Canada.

How does The Cannabist Company (CBSTF) describe its forward-looking statements in this update?

The company states that its forward-looking statements reflect beliefs about future events, plans and strategies, and are subject to significant risks and uncertainties. It notes these statements are not guarantees and may differ materially from actual results due to various risk factors.

Does The Cannabist Company (CBSTF) commit to updating its forward-looking statements?

The company indicates that its forward-looking statements are made as of the date of the communication and that it does not undertake to update such information, except as required by applicable securities laws in the United States and Canada.

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Accepted by SEC EDGAR 03/02/2026 - 10:25 AM Learn about SEC filing dates

false000177673800017767382026-02-272026-02-27

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 27, 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 27, 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 March 6, 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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