STOCK TITAN

Jushi CEO reports 19.9% stake, 45.7M shares

Amendment No. 10 to Schedule 13D details CEO James Cacioppo’s 19.9% capped beneficial stake in JUSH and recent open-market share purchases.

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Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Jushi Holdings Inc. (JUSH) is the subject of an amended Schedule 13D (Amendment No. 10) filed by Chief Executive Officer and director James A. Cacioppo and affiliated investment entities, reporting beneficial ownership of 45,661,447 shares of Common Stock, or 19.9% of the class. This stake includes shares held directly and indirectly, as well as stock options and warrants exercisable within sixty days of September 1, 2026, all calculated under Rule 13d‑3(d)(1).

The 19.9% ownership cap reflects blocker provisions in certain options and warrants that prevent exercises which would take beneficial ownership above that level. The percentage is based on 199,698,263 shares outstanding as of July 30, 2026, plus specific options and warrants. One East Partners L.P., an affiliated fund, purchased 2,019,798 shares in open market transactions between August 24 and September 1, 2026 for $1,010,011 (excluding commissions). The filing also notes a corporate continuance to Nevada, under which prior Subordinate Voting Shares, options, and warrants were converted on a one‑for‑one basis into Common Stock instruments.

Positive

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Negative

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Filing Explained

The amendment describes the reporting persons’ holdings as investments and reserves the right to buy, sell, or propose changes to Jushi’s operations, governance, or capitalization, so no company-level action is committed by this filing.

Beneficial ownership by James A. Cacioppo and affiliates 45,661,447 shares Beneficially owned common stock including options and warrants within 60 days of September 1, 2026
Percent of JUSH common stock class 19.9% Portion of JUSH common stock beneficially owned by reporting persons
Shares outstanding 199,698,263 shares Common stock outstanding as of July 30, 2026, used for ownership calculations
Recent open-market purchase by One East Partners L.P. 2,019,798 shares Aggregate JUSH common shares bought between August 24 and September 1, 2026
Aggregate purchase price for recent shares $1,010,011 Total paid by One East Partners L.P. for 2,019,798 shares, excluding commissions
Options exercisable by James A. Cacioppo 6,000,000 shares Common shares acquirable via stock options within sixty days of September 1, 2026 after blocker effect
Warrants exercisable by James A. Cacioppo 6,270,221 shares Common shares acquirable via warrants within sixty days of September 1, 2026
Serpentine Capital Management III LLC warrant position 7,798,883 shares Common shares acquirable via warrants within sixty days of September 1, 2026, after blocker effect
beneficial ownership financial
"The amount set forth in row 11 above includes all securities directly or beneficially owned"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
blocker provisions financial
"blocker provisions in certain of the warrants and stock options held by the Reporting Persons"
Subordinate Voting Shares financial
"have beneficially owned the Subordinate Voting Shares since prior to the Section 12(g) registration"
Subordinate voting shares are a type of company stock that typically carry fewer voting rights than regular shares, meaning holders have less influence over company decisions. They are often used to raise capital while allowing founders or main shareholders to retain control. For investors, understanding the difference helps assess their level of influence in company decisions and the potential risks or benefits of holding different types of shares.
Continuance regulatory
"to the jurisdiction of the U.S. State of Nevada (the "Continuance")"
A continuance is a formal postponement of a meeting, hearing, regulatory review or other scheduled corporate proceeding to a later date. For investors it matters because it delays outcomes—like approvals, rulings or decision timelines—creating uncertainty about when material information or actions will be resolved; think of it like pausing a movie and resuming later, which keeps you waiting to see the ending and can affect short-term expectations and share price.
Schedule 13D regulatory
"previously filed a statement on Schedule 13G to report the acquisition"
A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.
Rule 13d-3(d)(1) regulatory
"beneficially owned by Mr. Cacioppo (in accordance with Rule 13d-3(d)(1))"

FAQ

What percentage of JUSH common stock does James A. Cacioppo beneficially own according to this Schedule 13D/A?

James A. Cacioppo and affiliated entities report beneficial ownership of 45,661,447 JUSH common shares, representing 19.9% of the class. This includes shares, options, and warrants exercisable within sixty days of September 1, 2026, calculated under Rule 13d‑3(d)(1) and subject to blocker provisions.

How many JUSH shares are outstanding for the ownership calculations in this filing?

The ownership percentages are based on 199,698,263 JUSH common shares outstanding as of July 30, 2026, as reported by the company in a Form 8‑K filed on July 31, 2026, plus specific shares underlying options and warrants that are exercisable within sixty days.

What recent JUSH share purchases are disclosed for One East Partners L.P.?

Between August 24, 2026 and September 1, 2026, One East Partners L.P. purchased an aggregate of 2,019,798 JUSH common shares for a total purchase price of $1,010,011 (excluding brokerage commissions) in open‑market transactions using its working capital.

How did Jushi Holdings Inc. change its corporate jurisdiction and what happened to existing shares?

On July 30, 2026, Jushi completed a Continuance from British Columbia to Nevada. Each Subordinate Voting Share became one share of common stock, and each outstanding option and warrant for Subordinate Voting Shares was adjusted into an equivalent option or warrant for the same number of common shares.

What investment instruments besides common shares do the reporting persons hold in JUSH?

The reporting persons hold JUSH common stock, stock options, and warrants. For example, James A. Cacioppo has the right to acquire 6,000,000 shares via options and 6,270,221 shares via warrants within sixty days of September 1, 2026, subject to blocker provisions.

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

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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




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SCHEDULE 13D




Comment for Type of Reporting Person:
The amounts set forth in rows 7 and 9 above include (i) 6,000,000 shares of Common Stock which James A. Cacioppo ("Mr. Cacioppo") has the right to acquire through exercise of stock options within sixty days from September 1, 2026 and excludes 6,447,732 shares of Common Stock after giving effect to the blocker provisions described below; and (ii) 6,270,221 shares of Common Stock which Mr. Cacioppo has the right to acquire through exercise of warrants within sixty days from September 1, 2026. The amounts set forth in rows 8 and 10 include all securities beneficially owned by Mr. Cacioppo (in accordance with Rule 13d-3(d)(1)) through his ownership and/or control of the other Reporting Persons identified herein. The amount set forth in row 11 above includes all securities directly or beneficially (in accordance with Rule 13d-3(d)(1)) owned by Mr. Cacioppo. The percentage of class in row 13 gives effect to the blocker provisions in certain of the warrants and stock options held by the Reporting Persons that limit the acquisition of beneficial ownership of shares of Common Stock upon exercise of such securities above 19.9% and was calculated based on (i) 199,698,263 shares of Common Stock outstanding as of July 30, 2026, as reported by the Issuer in its Current Report on Form 8-K filed with the Securities and Exchange Commission ("SEC") on July 31, 2026, plus (ii) 6,000,000 shares of Common Stock which Mr. Cacioppo has the right to acquire through exercise of stock options within sixty days from September 1, 2026 (after giving effect to the blocker provisions), and (iii) 22,723,184 shares of Common Stock which Mr. Cacioppo or the other Reporting Persons listed herein has the right to acquire through exercise of warrants within sixty days from September 1, 2026 (after giving effect to the blocker provisions).


SCHEDULE 13D




Comment for Type of Reporting Person:
The amounts set forth in rows 7, 9 and 11 include 2,500,000 shares of Common Stock which OEP Opportunities, L.P. has the right to acquire through exercise of warrants within sixty days from September 1, 2026. The percentage of class in row 13 was calculated based on (i) 199,698,263 shares of Common Stock outstanding as of July 30, 2026, as reported by the Issuer in its Current Report on Form 8-K filed with the SEC on July 31, 2026 plus (ii) 2,500,000 shares of Common Stock which OEP Opportunities, L.P. has the right to acquire through exercise of warrants within sixty days from September 1, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
The amounts in rows 7, 9 and 11 include 2,935,000 shares of Common Stock which One East Capital Advisors, LP has the right to acquire through exercise of warrants within sixty days from September 1, 2026. The percentage of class in row 13 was calculated based on (i) 199,698,263 shares of Common Stock outstanding as of July 30, 2026, as reported by the Issuer in its Current Report on Form 8-K filed with the SEC on July 31, 2026 plus (ii) 2,935,000 shares of Common Stock which One East Capital Advisors, LP has the right to acquire through exercise of warrants within sixty days from September 1, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
The amounts set forth in rows 7, 9 and 11 include 2,500,000 shares of Common Stock which One East Partners L.P. has the right to acquire through exercise of warrants within sixty days from September 1, 2026. The percentage of class in row 13 was calculated based on (i) 199,698,263 shares of Common Stock outstanding as of July 30, 2026, as reported by the Issuer in its Current Report on Form 8-K filed with the SEC on July 31, 2026 plus (ii) 2,500,000 shares of Common Stock which One East Partners L.P. has the right to acquire through exercise of warrants within sixty days from September 1, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
The percentage of class was calculated based on 199,698,263 shares of Common Stock outstanding as of July 30, 2026, as reported by the Issuer in its Current Report on Form 8-K filed with the SEC on July 31, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
The amounts in rows 7, 9 and 11 consists of 719,080 shares of Common Stock which Serpentine Capital Management II, LLC has the right to acquire through exercise of warrants within sixty days from September 1, 2026. The percentage of class was calculated based on The percentage of class was calculated based on (i) 199,698,263 shares of Common Stock outstanding as of July 30, 2026, as reported by the Issuer in its Current Report on Form 8-K filed with the SEC on July 31, 2026 plus (ii) 719,080 shares of Common Stock which Serpentine Capital Management II, LLC has the right to acquire through exercise of warrants within sixty days from September 1, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
The amount set forth in rows 7, 9, and 11 above consist of 7,798,883 shares of Common Stock which Serpentine Capital Management III LLC has the right to acquire through exercise of warrants within sixty days from September 1, 2026 and excludes 1,612,055 shares of Common Stock after giving effect to the blocker provisions in the warrants. The percentage of class in row 13 above was calculated based on (i) 199,698,263 shares of Common Stock outstanding as of July 30, 2026, as reported by the Issuer in its Current Report on Form 8-K filed with the SEC on July 31, 2026 plus (ii) 7,798,883 shares of Common Stock which Serpentine Capital Management III LLC has the right to acquire through exercise of warrants within sixty days from September 1, 2026 (after giving effect to the blocker provisions).


SCHEDULE 13D


James A. Cacioppo
Signature:James A. Cacioppo
Name/Title:/s/ James A. Cacioppo
Date:09/03/2026
OEP Opportunities, L.P.
Signature:OEP Opportunities, L.P.
Name/Title:/s/ James Cacioppo, Partner
Date:09/03/2026
One East Capital Advisors, LP
Signature:One East Capital Advisors, LP
Name/Title:/s/ James Cacioppo, Partner
Date:09/03/2026
One East Partners L.P.
Signature:One East Partners L.P.
Name/Title:/s/ James Cacioppo, Partner
Date:09/03/2026
ST 2 LLC
Signature:ST 2 LLC
Name/Title:/s/ James Cacioppo, Managing Member
Date:09/03/2026
Serpentine Capital Management II, LLC
Signature:Serpentine Capital Management II, LLC
Name/Title:/s/ James Cacioppo, Managing Member
Date:09/03/2026
Serpentine Capital Management III LLC
Signature:Serpentine Capital Management III LLC
Name/Title:/s/ James Cacioppo, Managing Member
Date:09/03/2026