TerrAscend (TSNDF) director buys $1,000,000 in secured convertible debentures

Rhea-AI Filing Summary

TerrAscend Corp. director Edward J. Schutter acquired secured convertible debentures with an aggregate principal amount of $1,000,000 in a private placement that closed on June 23, 2026. The debentures bear interest at 8.00% per year, payable quarterly in arrears in cash or, at the company’s election, by adding interest to principal.

The debentures are convertible into Common Shares at a conversion price of $0.87 per share, representing 1,149,425 underlying Common Shares. They mature on September 30, 2031. After these transactions, Schutter directly holds 2,451,337 Common Shares. The filing also updates his holdings to remove 2,000 earlier convertible debentures that had matured and were repaid entirely in cash.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider SCHUTTER EDWARD J

Role null

Type	Security	Shares	Price	Value
Grant/Award	Convertible Debentures	1,000	$1,000.00	$1.00M
holding	Common Shares	--	--	--

Holdings After Transaction: Convertible Debentures — 1,000 shares (Direct, null); Common Shares — 2,451,337 shares (Direct, null)

Footnotes (1)

1. The Reporting Person's Table I holdings have been updated to exclude 2,000 convertible debentures previously reported as being issued as common shares on June 23, 2023, which have matured and were repaid in full in cash. Represents secured convertible debentures (the "Debentures") of TerrAscend Corp. (the "Company") having an aggregate principal amount of $1,000,000, purchased by the Reporting Person at a purchase price of $1,000 per Debenture in a private placement that closed on June 23, 2026. The Debentures mature on September 30, 2031 and bear interest at 8.00% per annum, payable quarterly in arrears in cash, provided that the Company may elect to pay all or any portion of such interest in kind by capitalizing it as additional principal. The Debentures are convertible at a conversion price of $0.87 per share pursuant to the terms set forth in the Debentures, as may be adjusted pursuant to the terms of the Debentures. Calculated based on the $1,000,000 aggregate principal amount of Debentures divided by the $0.87 conversion price.

Key Figures

Debenture principal: $1,000,000 Interest rate: 8.00% per annum Conversion price: $0.87 per share +5 more

8 metrics

Debenture principal $1,000,000 Aggregate principal amount of secured convertible debentures

Interest rate 8.00% per annum Interest on debentures, payable quarterly in arrears

Conversion price $0.87 per share Price at which debentures convert into Common Shares

Underlying shares 1,149,425 shares Common Shares initially issuable upon conversion of debentures

Common Shares held 2,451,337 shares Direct Common Share holdings after reported transactions

Debenture units 1,000 debentures Number of secured convertible debentures at $1,000 each

Maturity date September 30, 2031 Debentures’ stated maturity date

Removed prior debentures 2,000 debentures Earlier debentures that matured and were repaid in cash

Key Terms

Convertible Debentures, aggregate principal amount, conversion price, payable quarterly in arrears, +1 more

5 terms

Convertible Debentures financial

"Represents secured convertible debentures (the "Debentures") of TerrAscend Corp."

Convertible debentures are loans a company issues that pay interest like a bond but can be swapped later for the company’s shares at a set price. For investors they act like a safety-net plus a shortcut: you get regular interest payments while retaining the option to join ownership if the share price rises, which offers upside potential but can dilute existing shareholders if conversion occurs.

aggregate principal amount financial

"having an aggregate principal amount of $1,000,000, purchased by the Reporting Person"

The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.

conversion price financial

"The Debentures are convertible at a conversion price of $0.87 per share"

The conversion price is the fixed price at which a convertible security, like a bond or preferred stock, can be exchanged for shares of common stock. It acts like a set rate that determines how many shares an investor can receive if they choose to convert their investment. This helps investors understand the value and potential benefits of converting their securities into company shares.

payable quarterly in arrears financial

"bear interest at 8.00% per annum, payable quarterly in arrears in cash"

Payable quarterly in arrears means a company or issuer pays interest, dividends or other recurring payouts once every three months, but only after the three-month period has finished — like receiving a paycheck at the end of the month for work already done. For investors this matters because it determines when cash actually arrives, influences short-term cash planning, and affects yield calculations and reinvestment timing.

interest in kind financial

"the Company may elect to pay all or any portion of such interest in kind"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/25/2026 - 07:08 PM Accepted by SEC EDGAR 06/25/2026 - 07:07 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SCHUTTER EDWARD J

(Last) (First) (Middle)

C/O TERRASCEND CORP.

77 CITY CENTRE DRIVE, SUITE 501

(Street)

MISSISSAUGA ONTARIO L5B 1M5

(City) (State) (Zip)

CANADA (FEDERAL LEVEL)

(Country)

2. Issuer Name and Ticker or Trading Symbol
TerrAscend Corp. [ TSNDF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/23/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares								2,451,337(1)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Convertible Debentures(2)	$0.87	06/23/2026		A		1,000		06/23/2026	09/30/2031	Common Shares	1,149,425(3)	$1,000	1,000	D

Explanation of Responses:

1. The Reporting Person's Table I holdings have been updated to exclude 2,000 convertible debentures previously reported as being issued as common shares on June 23, 2023, which have matured and were repaid in full in cash.

2. Represents secured convertible debentures (the "Debentures") of TerrAscend Corp. (the "Company") having an aggregate principal amount of $1,000,000, purchased by the Reporting Person at a purchase price of $1,000 per Debenture in a private placement that closed on June 23, 2026. The Debentures mature on September 30, 2031 and bear interest at 8.00% per annum, payable quarterly in arrears in cash, provided that the Company may elect to pay all or any portion of such interest in kind by capitalizing it as additional principal. The Debentures are convertible at a conversion price of $0.87 per share pursuant to the terms set forth in the Debentures, as may be adjusted pursuant to the terms of the Debentures.

3. Calculated based on the $1,000,000 aggregate principal amount of Debentures divided by the $0.87 conversion price.

	/s/ Ari Unterman, Attorney-in-Fact	06/25/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did TerrAscend (TSNDF) report for Edward J. Schutter?

TerrAscend reported that director Edward J. Schutter acquired secured convertible debentures with $1,000,000 aggregate principal in a private placement on June 23, 2026. These debentures are convertible into Common Shares and carry an 8.00% annual interest rate.

What are the key terms of TerrAscend’s $1,000,000 convertible debentures?

The debentures have an aggregate principal of $1,000,000, mature on September 30, 2031, and bear 8.00% annual interest, payable quarterly. TerrAscend may pay interest in cash or capitalize it as additional principal under the debenture terms.

At what price can TerrAscend’s new debentures be converted into Common Shares?

The secured convertible debentures are convertible at a $0.87 per share conversion price. Based on the $1,000,000 principal divided by this price, they are initially convertible into 1,149,425 TerrAscend Common Shares, subject to any adjustments allowed by the debenture terms.

How many TerrAscend Common Shares does Edward J. Schutter hold after this filing?

After the reported transactions, Edward J. Schutter directly holds 2,451,337 TerrAscend Common Shares. This figure reflects an update that also removes 2,000 earlier convertible debentures which had matured and were fully repaid in cash.

How were Edward J. Schutter’s prior TerrAscend debenture holdings adjusted in this Form 4?

The filing states that Schutter’s Table I holdings were updated to exclude 2,000 convertible debentures previously reported as common shares. Those debentures had matured and were fully repaid in cash, so they no longer appear in his current reported holdings.