TerrAscend (TSNDF) investors back directors, equity plans and 2026 auditor

Rhea-AI Filing Summary

TerrAscend Corp. reported results from its June 9, 2026 annual shareholder meeting held virtually. Shareholders elected five directors, including Craig Collard and Jason Wild, with roughly 146.7 million votes cast for each and significant broker non-votes reflecting non‑voting street‑held shares.

Investors also ratified MNP LLP as auditor for the year ending December 31, 2026 and renewed the company’s stock option and share unit plans by approving all unallocated awards under each plan, as required by Toronto Stock Exchange rules. As of April 13, 2026, TerrAscend had 309,561,287 common shares outstanding, with 195,790,029 represented at the meeting.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 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 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Shares outstanding: 309,561,287 common shares Shares represented at meeting: 195,790,029 shares Auditor ratification votes for: 195,355,441 votes +5 more

8 metrics

Shares outstanding 309,561,287 common shares As of record date April 13, 2026

Shares represented at meeting 195,790,029 shares Represented virtually or by proxy at June 9, 2026 meeting

Auditor ratification votes for 195,355,441 votes Ratification of MNP LLP for year ending December 31, 2026

Auditor votes withheld 434,588 votes Ratification of MNP LLP

Stock option plan votes for 145,741,365 votes Approval of all unallocated stock options

Stock option plan votes against 1,450,867 votes Approval of all unallocated stock options

Share unit plan votes for 145,756,998 votes Approval of all unallocated share units

Share unit plan votes against 1,435,234 votes Approval of all unallocated share units

Key Terms

stock option plan, share unit plan, broker non-votes, emerging growth company, +1 more

5 terms

stock option plan financial

"approved a resolution to approve all unallocated stock options issuable under the Company's stock option plan"

A stock option plan is a company program that gives employees the right to buy company shares at a preset price after a certain time, like a coupon allowing purchase later at a fixed rate. It matters to investors because these options can increase the number of shares outstanding — reducing each existing share’s ownership slice and potentially changing per-share results — while also aligning employee incentives with boosting the company’s value.

share unit plan financial

"approved a resolution to approve all unallocated share units issuable under the Company's share unit plan"

A share unit plan is a company program that grants employees or directors bookkeeping claims that mirror ownership of company stock, usually paid out in actual shares or cash after meeting time-based or performance conditions. Investors care because these plans affect future share counts and company costs—like promises to give slices of the corporate pie later—which can dilute existing owners and influence management incentives and long-term performance.

broker non-votes financial

"The final voting results are as follows ... Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

independent registered public accounting firm financial

"as the Company’s auditor and independent registered public accounting firm for the fiscal year ending December 31, 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

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Understanding 8-K Material Events →

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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

Date of Report (Date of earliest event reported): June 09, 2026

TerrAscend Corp.

(Exact name of Registrant as Specified in Its Charter)

Canada			000-56363	Not applicable
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
77 City Centre Drive Suite 501
Mississauga, Ontario, Canada				L5B 1M5
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 844 628-3100

Not Applicable

(Former Name or Former Address, if Changed 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:

Title of each class		Trading Symbol(s)*		Name of each exchange on which registered
N/A		TSNDF		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. ☐

* The registrant’s common shares, no par value, trade over-the-counter on OTCQX Best Market under the trading symbol “TSNDF”.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As discussed below in Item 5.07, at the 2026 annual meeting of shareholders (the “Annual Meeting”) of TerrAscend Corp. (the “Company”) held on June 9, 2026, the Company’s shareholders approved a resolution to approve all unallocated stock options issuable under the Company's stock option plan and a resolution to approve all unallocated share units issuable under the Company's share unit plan. Both resolutions were submitted to the Company's shareholders for approval in accordance with the rules of the Toronto Stock Exchange, which provide that all unallocated options, rights or other entitlements under a listed issuer’s security-based compensation arrangements which do not have a fixed maximum aggregate number of securities issuable must be approved by a majority of the issuer’s directors and by the issuer’s security holders every three years.

The material terms of the Company's stock option plan and share unit plan are described under “Matters to be Acted Upon at the Meeting–Proposal No. 3: Renewal of Stock Option Plan,” “Matters to be Acted Upon at the Meeting–Proposal No. 4: Renewal of Share Unit Plan,” and “Stock Option Plan and RSU Plan” in the Company’s Management Information Circular and Proxy Statement filed with the United States Securities and Exchange Commission on April 16, 2026 (the “Circular”), which descriptions are incorporated herein by reference. The Company’s stock option plan and share unit plan were previously filed as Exhibits 10.34 and 10.36, respectively, to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission on March 6, 2025, and are incorporated herein by reference as Exhibits 10.1 and 10.2, respectively. The approvals did not amend or modify the terms of either plan.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held the Annual Meeting on June 9, 2026, virtually via a live webcast. As of April 13, 2026, the record date for the Annual Meeting, the Company had 309,561,287 common shares outstanding. Of that number, 195,790,029 common shares were represented virtually or by proxy at the Annual Meeting. The Company’s shareholders voted on each of the following proposals at the Annual Meeting, casting their votes as described below. There were no abstentions with respect to any of the proposals.

Proposal 1: Election of Directors

Each of the five individuals listed below was elected at the Annual Meeting to serve on the Company’s Board of Directors (the “Board”) until the close of the next annual meeting of shareholders of the Company following his or her election, or any postponement(s) or adjournment(s) thereof, unless his or her office is vacated earlier or until his or her successor is elected or appointed. The final voting results are as follows:

Director Nominee		Votes For			Votes Withheld			Broker Non-Votes
Craig Collard		146,813,537			378,695			48,597,797
Kara DioGuardi		142,410,423			4,781,809			48,597,797
Ira Duarte		146,740,278			451,954			48,597,797
Ed Schutter		146,789,873			402,359			48,597,797
Jason Wild		146,763,699			428,533			48,597,797

Proposal 2: Ratification of the Re-Appointment of Auditor

The Company’s shareholders ratified the re-appointment of MNP LLP, Chartered Professional Accountants, of Toronto, Ontario, as the Company’s auditor and independent registered public accounting firm for the fiscal year ending December 31, 2026 and authorized the Board to fix their remuneration. The final voting results are as follows:

Votes For		Votes Withheld		Broker Non-Votes
195,355,441		434,588		0

Proposal 3: Approval of Stock Option Plan Resolution

The Company’s shareholders approved a resolution to approve all unallocated stock options issuable under the Company's stock option plan, as described in more detail in the Circular. The final voting results are as follows:

Votes For		Votes Against		Broker Non-Votes
145,741,365		1,450,867		48,597,797

Proposal 4: Approval of Share Unit Plan Resolution

The Company’s shareholders approved a resolution to approve all unallocated share units issuable under the Company's share unit plan, as described in more detail in the Circular. The final voting results are as follows:

Votes For		Votes Against		Broker Non-Votes
145,756,998		1,435,234		48,597,797

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		TerrAscend Corp. Stock Option Plan (incorporated by reference to Exhibit 10.34 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission on March 6, 2025).
10.2		TerrAscend Corp. Share Unit Plan (incorporated by reference to Exhibit 10.36 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission on March 6, 2025).
10.4		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			TerrAscend Corp.
Date:	June 15, 2026	By:	Eric Jackson
			Eric Jackson Chief Financial Officer

FAQ

What did TerrAscend (TSNDF) shareholders approve at the 2026 annual meeting?

Shareholders approved all unallocated awards under TerrAscend’s stock option and share unit plans and ratified MNP LLP as auditor for the year ending December 31, 2026, while also electing five directors to the board.

How many TerrAscend (TSNDF) shares were outstanding and represented at the meeting?

TerrAscend had 309,561,287 common shares outstanding as of April 13, 2026. Of these, 195,790,029 shares were represented virtually or by proxy at the June 9, 2026 annual shareholder meeting.

Who was elected to TerrAscend (TSNDF)’s board at the 2026 annual meeting?

Five directors were elected: Craig Collard, Kara DioGuardi, Ira Duarte, Ed Schutter, and Jason Wild. Each will serve until the next annual meeting or until a successor is elected or appointed.

What were the vote results for TerrAscend’s stock option plan resolution?

The resolution to approve all unallocated stock options under TerrAscend’s plan received 145,741,365 votes for and 1,450,867 votes against, with 48,597,797 broker non-votes, demonstrating strong shareholder support for continuing equity-based compensation.

How did TerrAscend (TSNDF) shareholders vote on the share unit plan?

The resolution to approve all unallocated share units under TerrAscend’s share unit plan received 145,756,998 votes for and 1,435,234 votes against, with 48,597,797 broker non-votes, indicating broad support for the company’s share-based incentive structure.

Which auditor did TerrAscend (TSNDF) shareholders ratify for 2026?

Shareholders ratified MNP LLP, Chartered Professional Accountants of Toronto, Ontario, as TerrAscend’s auditor and independent registered public accounting firm for the fiscal year ending December 31, 2026, with 195,355,441 votes for and 434,588 votes withheld.

Filing Exhibits & Attachments

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