TerrAscend (OTC: TSNDF) CEO awarded 1.39M RSUs; 105K shares withheld

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

TerrAscend Corp. reported that President and CEO Ziad Ghanem received an award of 1,388,040 common-share RSUs, granted at $0.00 per share. These restricted share units vest in equal annual installments over four years starting on April 3, 2026, contingent on his continuous service.

In a related transaction on April 4, 105,051 common shares were withheld at $0.68 per share to cover tax obligations arising from RSU settlement under the company’s equity plan, rather than sold in the open market. After these transactions, Ghanem directly holds 2,896,899 common shares of TerrAscend.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Ghanem Ziad

Role President and CEO

Type	Security	Shares	Price	Value
Tax Withholding	Common Shares	105,051	$0.68	$71K
Grant/Award	Common Shares	1,388,040	$0.00	--

Holdings After Transaction: Common Shares — 2,896,899 shares (Direct)

Footnotes (1)

Represents an award of restricted share units ("RSUs"), which shall vest in equal annual installments over a four-year period commencing on April 3, 2026. The vesting of the RSUs is subject to the Reporting Person's continuous service through each such vesting date. Shares were withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the settlement of RSUs pursuant to an equity plan administered by the Issuer.

Key Figures

RSU award size: 1,388,040 shares Grant price: $0.00 per share Vesting period: 4 years +3 more

6 metrics

RSU award size 1,388,040 shares Restricted share unit grant to CEO on April 3, 2026 vesting schedule

Grant price $0.00 per share RSUs granted as stock-based compensation with no cash exercise price

Vesting period 4 years RSUs vest in equal annual installments starting April 3, 2026

Tax withholding shares 105,051 shares Shares withheld to cover CEO tax obligations on RSU settlement

Withholding price $0.68 per share Value used for shares withheld to satisfy tax obligations

Post-transaction holdings 2,896,899 shares TerrAscend common shares directly owned by CEO after transactions

Key Terms

restricted share units ("RSUs"), tax withholding obligations, equity plan

3 terms

tax withholding obligations financial

"Shares were withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations"

equity plan financial

"in connection with the settlement of RSUs pursuant to an equity plan administered by the Issuer"

An equity plan is a company program that gives employees, executives or directors a stake in the business through stock, stock options or similar ownership awards, like handing out slices of a pie to people who help bake it. It matters to investors because these grants can motivate key personnel and align their interests with shareholders, but they also increase the number of shares over time and can dilute existing ownership and affect reported earnings.

Form 4 Insider Transactions: What Each Field Means →

04/07/2026 - 05:03 PM

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^*

Ghanem Ziad

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/03/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	04/03/2026		A		1,388,040⁽¹⁾	A	$0	3,001,950	D
Common Shares	04/04/2026		F		105,051⁽²⁾	D	$0.68	2,896,899	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents an award of restricted share units ("RSUs"), which shall vest in equal annual installments over a four-year period commencing on April 3, 2026. The vesting of the RSUs is subject to the Reporting Person's continuous service through each such vesting date.

2. Shares were withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the settlement of RSUs pursuant to an equity plan administered by the Issuer.

	/s/ Ari Unterman, Attorney-in-Fact	04/07/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did TerrAscend (TSNDF) disclose about CEO Ziad Ghanem’s new equity award?

TerrAscend disclosed that CEO Ziad Ghanem received an award of 1,388,040 restricted share units (RSUs) at $0.00 per share. These RSUs represent stock-based compensation and will convert into common shares as they vest over time, aligning his pay with long-term company performance.

How do the new RSUs for TerrAscend (TSNDF) CEO vest over time?

The 1,388,040 RSUs granted to TerrAscend’s CEO vest in equal annual installments over four years, starting April 3, 2026. Vesting is conditioned on his continuous service through each vesting date, encouraging long-term retention and alignment with shareholder interests over the full vesting period.

Why were 105,051 TerrAscend (TSNDF) shares disposed of in the Form 4 filing?

The 105,051 TerrAscend common shares were withheld by the company to satisfy CEO Ziad Ghanem’s tax withholding obligations on RSU settlement. This F-code transaction is not an open-market sale but a routine, non-discretionary tax payment mechanism under the company’s equity compensation plan.

How many TerrAscend (TSNDF) shares does CEO Ziad Ghanem own after these transactions?

Following the RSU grant and related tax withholding, CEO Ziad Ghanem directly owns 2,896,899 TerrAscend common shares. This figure reflects his post-transaction holdings reported in the Form 4 and provides context for the scale of the compensation-related award relative to his existing stake.

Is the TerrAscend (TSNDF) CEO’s Form 4 activity a market buy or sell signal?

The Form 4 mainly reflects compensation and tax mechanics, not open-market trading. Ghanem received 1,388,040 RSUs as a grant, while 105,051 shares were withheld for taxes. There were no reported open-market purchases or sales, making this a routine administrative equity compensation event.