[8-K] Jushi Holdings Inc. Reports Material Event

Rhea-AI Filing Summary

Jushi Holdings Inc. amended a loan agreement to increase the outstanding principal by $4,000,000, extend the maturity to September 18, 2030, and lower the interest rate floor from 8.25% to 7.50% while the effective rate remains the 30-day secured overnight financing rate plus 3.55%. The loan continues to be principally secured by Jushi's cultivation and manufacturing facility in Manassas, Virginia, and $761,113.98 of the additional proceeds must be held in a restricted account for completion of construction-related conditions on the property.

The company furnished a press release dated September 22, 2025 about the modification and filed the full Modification Agreement as Exhibit 10.1, with the press release included as Exhibit 99.1 to the Current Report.

Positive

• $4,000,000 of additional loan proceeds provide immediate liquidity
• Maturity extended to September 18, 2030, reducing near-term refinancing pressure
• Interest-rate floor lowered from 8.25% to 7.50%, decreasing minimum interest cost

Negative

• Loan remains principally secured by the Manassas facility, increasing secured leverage on that asset
• $761,113.98 of proceeds are restricted, reducing available cash for other uses
• Interest rate remains variable at SOFR+3.55%, keeping exposure to rising short-term rates

Insights

Financial Analyst

TL;DR Loan amended for $4.0M additional proceeds, extended maturity, secured by property; interest remains SOFR+3.55% with a lower floor.

The modification provides near-term liquidity of $4.0 million and pushes the debt maturity to 2030, reducing immediate refinancing pressure. Keeping the floating rate at SOFR+3.55% means interest cost will track market rates, while lowering the floor to 7.50% slightly reduces the minimum coupon burden if short-term rates decline. The required restricted account of $761,113.98 reduces usable cash from the proceeds until construction conditions are satisfied. Overall, this is a financing adjustment that balances added liquidity with continued collateral restrictions.

Corporate Finance Specialist

TL;DR Amendment increases secured indebtedness and extends tenor, offering breathing room but keeping property-level security and restrictions.

From a capital-structure perspective, the change increases secured liabilities against the Manassas facility and earmarks a material portion of proceeds for construction obligations, which limits flexibility. Extending maturity to September 18, 2030 mitigates near-term refinancing risk. The unchanged spread of SOFR+3.55% preserves rate sensitivity; lowering the floor to 7.50% reduces the guaranteed minimum interest slightly. This is a pragmatic lender-driven amendment that appears to prioritize collateral protection while providing additional funding.

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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

September 18, 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 1.01. Entry Into a Material Definitive Agreement.

Modification to Loan Agreement

On September 18, 2025, Jushi Holdings Inc. (the “Company”) and certain of its subsidiaries and FVCBank (the “Lender”) entered into a modification agreement (the “Modification Agreement”) with respect to its loan agreement, dated April 6, 2023, by and between certain subsidiaries of the Company and the Lender.

The Modification Agreement increases the principal outstanding balance of the loan by $4,000,000 (the “Additional Loan Proceeds”), extends the maturity date to September 18, 2030, and lowers the interest rate floor from 8.25% to 7.50% (but does not change the interest rate, which remains the average 30-day secured overnight financing rate plus 3.55%). The loan, as modified, remains principally secured by the Company’s cultivation and manufacturing facility located in Manassas, Virginia (the “Property”). Additionally, the Modification Agreement requires $761,113.98 of the Additional Loan Proceeds be placed in a restricted account to be used for the fulfillment of certain conditions related to the existing construction on the Property.

The foregoing summary of the Modification Agreement does not purport to be complete and is subject to, and qualified in its entirety by, reference to the full text of the Modification Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

The Company issued a press release, dated September 22, 2025, relating to the Modification Agreement. A copy of the press release is furnished herewith as Exhibit 99.1 and is hereby incorporated by reference into this Item 7.01.

The information disclosed pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liability of that section and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.						Description
10.1						Allonge and Modification Agreement, dated September 18, 2025, by and among Dalitso LLC, JREHVA, LLC, Jushi VA, LLC, Jushi Holdings Inc. and FVCBank.
99.1						Press Release of Jushi Holdings Inc., dated September 18, 2025.
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: September 22, 2025						By:			/s/ Jon Barack
									Jon Barack
									President, Chief Revenue Officer and Corporate Secretary

FAQ

What change did JUSHF make to its loan agreement?

The company increased the loan principal by $4,000,000, extended the maturity to September 18, 2030, and lowered the interest-rate floor to 7.50% while maintaining an interest rate of 30-day SOFR+3.55%.

Is the loan secured and what collateral is involved?

Yes. The loan, as modified, remains principally secured by Jushi's cultivation and manufacturing facility in Manassas, Virginia.

Were any of the new loan proceeds restricted?

Yes. $761,113.98 of the additional loan proceeds must be placed in a restricted account for fulfillment of construction-related conditions on the Property.

Did Jushi issue public disclosure about the amendment?

Yes. Jushi furnished a press release dated September 22, 2025 regarding the Modification Agreement and filed the full agreement as Exhibit 10.1 with the Current Report.

Has the effective interest spread changed?

No. The stated interest remains the average 30-day SOFR plus 3.55%; only the floor was lowered.