Jushi Holdings sets new CEO pay, bonus and stock option plan

Jushi Holdings Inc. entered into a new Executive Employment Agreement with CEO James Cacioppo, effective January 1, 2025.

Rhea-AI Filing Summary

Jushi Holdings Inc. entered into a new Executive Employment Agreement with CEO James Cacioppo, effective January 1, 2025. The agreement provides an annual base salary of $1,050,000 and an annual cash bonus targeted at 100% of his base salary, with the board able to increase the target. Mr. Cacioppo is also entitled each year to 3,000,000 options to purchase subordinate voting shares, fully vesting on or before January 1 of that year.

If his employment is terminated by the company without cause or by him for good reason, he would receive the equity award for that fiscal year, full vesting of all outstanding equity-based awards, and a one-time lump sum payment of $5,000,000. A change of control of the company would trigger similar treatment: the annual equity award for that year, full vesting of all equity, and another $5,000,000 lump sum. He also has rights, subject to board discretion, to include a pro rata portion of his vested equity in certain future registered share offerings by the company.

Insights

Corporate governance and executive compensation analyst

Jushi formalizes a rich, option-heavy CEO package with sizable severance.

The agreement locks in CEO James Cacioppo’s compensation with a $1,050,000 base salary, a target annual cash bonus equal to 100% of salary, and yearly grants of 3,000,000 stock options that fully vest each year. This structure tilts heavily toward equity, aligning part of his compensation with the company’s share performance while guaranteeing substantial ongoing grants.

Protection terms are significant. A termination without cause or resignation for good reason would provide full vesting of all outstanding equity awards, the equity grant for that fiscal year, and a lump sum of $5,000,000. A change of control triggers the same equity treatment plus another $5,000,000 payment. These provisions can be seen as retention tools but also create meaningful obligations for the company if leadership changes or a transaction occurs.

The agreement also grants Mr. Cacioppo the right, subject to board discretion, to include a pro rata portion of his fully diluted vested equity in any registered offering of subordinate voting shares that the company conducts for its own account. Future disclosures in company filings may provide more detail on how often these rights are exercised and the resulting effect on share sales by insiders.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

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

What CEO compensation did Jushi Holdings (JUSHF) approve for James Cacioppo?

The agreement provides Mr. Cacioppo with an annual base salary of $1,050,000, an annual cash bonus targeted at 100% of base salary, and annual grants of 3,000,000 options to purchase subordinate voting shares that fully vest on or before January 1 of each year.

What severance benefits can the Jushi Holdings (JUSHF) CEO receive if terminated?

If the company terminates Mr. Cacioppo without Cause or he resigns for Good Reason, he is entitled to the equity award for that fiscal year, full vesting of all outstanding equity-based awards, and a one-time lump sum payment of $5,000,000, subject to a general release of claims.

How does a change of control affect the Jushi Holdings (JUSHF) CEO’s compensation?

Upon a change of control, Mr. Cacioppo will receive the equity award for the fiscal year in which the change of control occurs, full vesting of all his outstanding equity-based awards, and a one-time lump sum payment of $5,000,000.

What equity awards are included in the Jushi Holdings (JUSHF) CEO agreement?

Under the agreement, Mr. Cacioppo is entitled each calendar year to 3,000,000 options to purchase subordinate voting shares of Jushi Holdings Inc., with each annual grant fully vesting on or before January 1 of that year.

Does the Jushi Holdings (JUSHF) CEO have registration rights in future offerings?

Yes. If Jushi conducts a registered offering of subordinate voting shares for its own account, Mr. Cacioppo has the right, subject to the board’s good faith discretion, to include up to a pro rata portion of his fully-diluted vested equity securities in that registered offering and related registration statement.

What other protections are included in the Jushi Holdings (JUSHF) CEO agreement?

The CEO Employment Agreement includes standard confidentiality, non-competition, non-solicitation, non-disparagement and intellectual property assignment provisions that govern Mr. Cacioppo’s conduct during and after his employment.

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

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Accepted by SEC EDGAR 01/06/2026 - 04:20 PM Learn about SEC filing dates

FALSE000190974700019097472025-12-312025-12-31

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

December 31, 2025

Date of Report (date of earliest event reported)

___________________________________

JUSHI HOLDINGS INC.

(Exact name of registrant as specified in its charter)

___________________________________

British Columbia (State or other jurisdiction of incorporation or organization)			000-56468 (Commission File Number)			98-1547061 (I.R.S. Employer Identification Number)
301 Yamato Road, Suite 3250 Boca Raton, FL 33431
(Address of principal executive offices and zip code)
(561) 617-9100
(Registrant's telephone number, including area code)

___________________________________

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:
Title of each class			Trading Symbol			Name of each exchange on which registered
None			N/A			N/A

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 provided 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

Entry into CEO Employment Agreement

On December 31, 2025, Jushi Holdings Inc. (the “Company”) entered into an Executive Employment Agreement with James Cacioppo, its Chief Executive Officer (the “CEO Employment Agreement”). Pursuant to the CEO Employment Agreement, Mr. Cacioppo will be paid an annual base salary of $1,050,000, subject to certain annual adjustments as provided in the CEO Employment Agreement. Mr. Cacioppo is also entitled to an annual cash bonus targeted at 100% of his annual base salary, which may be increased, but not decreased, by the Company’s Board of Directors. Mr. Cacioppo is also entitled to receive 3,000,000 options to purchase subordinate voting shares of the Company on or before January 1 of each calendar year during the term of the CEO Employment Agreement (the “LTI Award Deadline”), and such options shall fully vest on the LTI Award Deadline to which such options apply. The CEO Employment Agreement also includes standard confidentiality, non-competition, non-solicitation, non-disparagement and intellectual property assignment provisions.

Mr. Cacioppo will also be eligible to receive certain severance benefits in connection with a termination of his employment by the Company without Cause or by Mr. Cacioppo for Good Reason (each as defined in the CEO Employment Agreement), in each case, subject to execution of a general release of claims. If such termination occurs, Mr. Cacioppo shall be entitled to receive: (i) the grant of the equity award for the fiscal year of termination that would have otherwise been granted by the end of the fiscal year; (ii) full vesting as of the date of termination of all Mr. Cacioppo’s outstanding equity-based awards, and (iii) a one-time lump sum payment of $5,000,000. Additionally, in the event of a change of control of the Company, Mr. Cacioppo shall receive (i) the grant of the equity award for the fiscal year in which the change of control occurs; (ii) full vesting of all Mr. Cacioppo’s outstanding equity-based awards, and (iii) a one-time lump sum payment of $5,000,000.

In the event the Company conducts a registered offering of subordinate voting shares for its own account, Mr. Cacioppo shall have the right, subject to the Board of Director’s good faith discretion, to include as part of such registration, up to a pro rata portion of Executive’s fully-diluted vested equity securities in the Company in such registered offering and any applicable registration statement filed for the purpose thereof.

The foregoing summary is not complete and qualified in its entirety by reference to the CEO Employment Agreement, a copy of which is attached hereto as Exhibit 10.1 and which is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.						Description
10.1						Employment Agreement, effective as of January 1, 2025, by and among the Company, JMGT, LLC and Jim Cacioppo.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

						JUSHI HOLDINGS INC.
Date: January 6, 2026						By:			/s/ Jon Barack
									Jon Barack
									President, Chief Revenue Officer and Corporate Secretary