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Jushi Holdings (OTC: JUSHF) CEO group discloses 19.9% share ownership

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Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Jushi Holdings Inc. insider group led by CEO James A. Cacioppo reports beneficial ownership of 46,164,973 Subordinate Voting Shares, representing 19.9% of the class, including shares underlying options and warrants that are exercisable within sixty days of December 11, 2025.

On December 11, 2025, Cacioppo amended his compensation to receive a $300,000 cash payment and 3,000,000 restricted Subordinate Voting Shares instead of his 2025 cash bonus and option grant, with the restricted shares scheduled to vest on January 1, 2026. Certain options and warrants granted to him are structured so they cannot vest or be exercised if doing so would push his beneficial ownership above 19.99%.

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Insights

Insider group confirms near-20% stake and shifts 2025 CEO pay toward equity with a 19.99% ownership cap.

James A. Cacioppo and affiliated entities report beneficial ownership of 46,164,973 Subordinate Voting Shares, equal to 19.9% of Jushi’s subordinate voting class. This figure includes shares underlying stock options and warrants that are exercisable within sixty days of December 11, 2025, while excluding 5,536,463 shares underlying unvested options that are not exercisable within that window.

The filing details a compensation change on December 11, 2025, where Cacioppo agreed that his 2025 annual cash bonus of $1,050,000 and an annual long-term incentive grant of 3,000,000 options would instead be delivered as a lump-sum cash payment of $300,000 plus 3,000,000 restricted Subordinate Voting Shares vesting on January 1, 2026. This replaces a larger cash and option package with a smaller cash amount and full-value restricted shares.

Certain options and warrants granted to Cacioppo are unvested and explicitly cannot vest or be exercised if such vesting or exercise would increase his beneficial ownership above 19.99%. This cap means any further equity realization from these instruments depends on maintaining ownership at or below that threshold, so future changes in his reported stake will reflect both market transactions and how this limit interacts with vesting and exercise rights.






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).






SCHEDULE 13D




Comment for Type of Reporting Person:
The amount set forth in rows 7 and 9 above includes (i) 6,911,269 Subordinate Voting Shares which James A. Cacioopo ("Mr. Cacioppo") has the right to acquire through exercise of stock options within sixty days from December 11, 2025; and (ii) 6,270,221 Subordinate Voting Shares which Mr. Cacioppo has the right to acquire through exercise of warrants within sixty days from December 11, 2025. The amounts set forth in rows 8 and 10 above 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 Rule 13d-3(d)(1)) owned by Mr. Cacioppo. With respect to row 12 above, the aggregate amount in row 11 excludes 5,536,463 Subordinate Voting Shares underlying stock options which are unvested and not exercisable within sixty days from December 11, 2025. The percentage of class in row 13 was calculated based on (i) 196,696,597 Subordinate Voting Shares outstanding as of October 30, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission ("SEC") on November 4, 2025, plus (ii) 3,000,000 restricted subordinate voting shares issued to Mr. Cacioppo on December 11, 2025, plus (iii) 6,911,269 Subordinate Voting Shares which Mr. Cacioppo has the right to acquire through exercise of stock options within sixty days from December 11, 2025, and (iii) 24,335,239 Subordinate Voting Shares which Mr. Cacioppo or the other Reporting Persons listed herein has the right to acquire through exercise of warrants within sixty days from December 11, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
The amount set forth in rows 7, 9, and 11 above include 2,500,000 Subordinate Voting Shares which OEP Opportunities, L.P. has the right to acquire through exercise of warrants within sixty days from December 11, 2025. The percentage of class in row 13 was calculated based on (i) 196,696,597 Subordinate Voting Shares outstanding as of October 30, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on November 4, 2025, plus (ii) 3,000,000 restricted subordinate voting shares issued to Mr. Cacioppo on December 11, 2025, plus (iii) 2,500,000 Subordinate Voting Shares which OEP Opportunities, L.P. has the right to acquire through exercise of warrants within sixty days from December 11, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
The amount set forth in rows 7, 9, and 11 above include 2,935,000 Subordinate Voting Shares which One East Capital Advisors, LP has the right to acquire through exercise of warrants within sixty days from December 11, 2025. The percentage of class in row 13 above was calculated based on (i) 196,696,597 Subordinate Voting Shares outstanding as of October 30, 2025, as reported by the Issuer in its Annual Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 4, 2025, plus (ii) 3,000,000 restricted subordinate voting shares issued to Mr. Cacioppo on December 11, 2025, plus (iii) 2,935,000 Subordinate Voting Shares which One East Capital Advisors, LP has the right to acquire through exercise of warrants within sixty days from December 11, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
The amount set forth in rows 7, 9, and 11 above include 2,500,000 Subordinate Voting Shares which One East Partners L.P. has the right to acquire through exercise of warrants within sixty days from December 11, 2025. The percentage of class in row 13 was calculated based on (i) 196,696,597 Subordinate Voting Shares outstanding as of October 30, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on November 4, 2025, plus (ii) 3,000,000 restricted subordinate voting shares issued to Mr. Cacioppo on December 11, 2025, plus (iii) 2,500,000 Subordinate Voting Shares which One East Partners L.P. has the right to acquire through exercise of warrants within sixty days from December 11, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
The percentage of class was calculated based on (i) 196,696,597 Subordinate Voting Shares outstanding as of October 30, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on November 4, 2025, plus (ii) 3,000,000 restricted subordinate voting shares issued to Mr. Cacioppo on December 11, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
The amount set forth in rows 7, 9, and 11 above consist of 719,080 Subordinate Voting Shares which Serpentine Capital Management II, LLC has the right to acquire through exercise of warrants within sixty days from December 11, 2025. The percentage of class was calculated based on (i) 196,696,597 Subordinate Voting Shares outstanding as of October 30, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on November 4, 2025, plus (ii) 3,000,000 restricted subordinate voting shares issued to Mr. Cacioppo on December 11, 2025, plus (iii) 719,080 Subordinate Voting Shares which Serpentine Capital Management II, LLC has the right to acquire through exercise of warrants within sixty days from December 11, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
The amount set forth in rows 7, 9, and 11 above consist of 9,410,938 Subordinate Voting Shares which Serpentine Capital Management III LLC has the right to acquire through exercise of warrants within sixty days from December 11, 2025. The percentage of class in row 13 above was calculated based on (i) 196,696,597 Subordinate Voting Shares outstanding as of October 30, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on November 4, 2025, plus (ii) 3,000,000 restricted subordinate voting shares issued to Mr. Cacioppo on December 11, 2025, plus (iii) 9,410,938 Subordinate Voting Shares which Serpentine Capital Management III LLC has the right to acquire through exercise of warrants within sixty days from December 11, 2025.


SCHEDULE 13D


James A. Cacioppo
Signature:James A. Cacioppo
Name/Title:/s/ James A. Cacioppo
Date:12/15/2025
OEP Opportunities, L.P.
Signature:OEP Opportunities, L.P.
Name/Title:/s/ James Cacioppo, Partner
Date:12/15/2025
One East Capital Advisors, LP
Signature:One East Capital Advisors, LP
Name/Title:/s/ James Cacioppo, Partner
Date:12/15/2025
One East Partners L.P.
Signature:One East Partners L.P.
Name/Title:/s/ James Cacioppo, Partner
Date:12/15/2025
ST 2 LLC
Signature:ST 2 LLC
Name/Title:/s/ James Cacioppo, Managing Member
Date:12/15/2025
Serpentine Capital Management II, LLC
Signature:Serpentine Capital Management II, LLC
Name/Title:/s/ James Cacioppo, Managing Member
Date:12/15/2025
Serpentine Capital Management III LLC
Signature:Serpentine Capital Management III LLC
Name/Title:/s/ James Cacioppo, Managing Member
Date:12/15/2025

FAQ

What percentage of Jushi Holdings (JUSHF) does James A. Cacioppo’s group report owning?

The reporting group led by James A. Cacioppo reports beneficial ownership of 46,164,973 Subordinate Voting Shares, representing 19.9% of Jushi’s subordinate voting class.

What new equity grant did James A. Cacioppo receive from Jushi Holdings on December 11, 2025?

On December 11, 2025, James A. Cacioppo received a grant of 3,000,000 restricted Subordinate Voting Shares of Jushi Holdings pursuant to the company’s 2019 Equity Incentive Plan, with these shares scheduled to vest on January 1, 2026.

How was James A. Cacioppo’s 2025 bonus and long-term incentive restructured at Jushi Holdings (JUSHF)?

For 2025, Cacioppo agreed that his annual cash bonus of $1,050,000 and long-term grant of 3,000,000 options would instead be delivered as a $300,000 lump-sum cash payment plus 3,000,000 restricted Subordinate Voting Shares that vest on January 1, 2026.

What ownership cap applies to James A. Cacioppo’s options and warrants in Jushi Holdings?

According to the terms described, certain options and warrants granted to James A. Cacioppo are unvested and cannot vest or be exercised if doing so would increase his beneficial ownership above 19.99% of Jushi’s Subordinate Voting Shares.

How were the ownership percentages in this Jushi Holdings beneficial ownership report calculated?

The reported percentages are based on 196,696,597 Subordinate Voting Shares outstanding as of October 30, 2025, plus 3,000,000 restricted shares issued to Cacioppo on December 11, 2025, and, for each reporting person, the number of shares they can acquire through options and/or warrants exercisable within sixty days of that date.

Who are the other reporting persons affiliated with James A. Cacioppo in the Jushi Holdings (JUSHF) filing?

The other reporting persons are OEP Opportunities, L.P., One East Capital Advisors, LP, One East Partners L.P., ST 2 LLC, Serpentine Capital Management II, LLC, and Serpentine Capital Management III LLC.

What types of securities make up the reported Jushi Holdings insider holdings?

The reported holdings consist of Subordinate Voting Shares of Jushi Holdings and rights to acquire additional shares through stock options and warrants that are exercisable within sixty days of December 11, 2025.
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