TerrAscend CEO swaps 675K stock options at lower strike

TerrAscend Corp. President and CEO Ziad Ghanem reported compensation-related option changes.

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Form Type

Rhea-AI Filing Summary

TerrAscend Corp. President and CEO Ziad Ghanem reported compensation-related option changes. He received two new employee share option grants for a total of 675,000 options to buy Common Shares at an exercise price of $0.26 per share, with expirations in 2032. On the same date, he disposed of (returned to the issuer) 675,000 previously held options with higher exercise prices of $1.32 and $5.55 per share. These are non-market, administrative equity award adjustments rather than open-market share purchases or sales.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Ghanem Ziad

Role President and CEO

Type	Security	Shares	Price	Value
Disposition	Employee Share Option (Right to Buy)	325,000	$0.00	$0.00
Grant/Award	Employee Share Option (Right to Buy)	325,000	$0.00	$0.00
Disposition	Employee Share Option (Right to Buy)	350,000	$0.00	$0.00
Grant/Award	Employee Share Option (Right to Buy)	350,000	$0.00	$0.00

Holdings After Transaction: Employee Share Option (Right to Buy) — 675,000 contracts (Direct)

Footnotes (1)

F1. See remarks.

Key Figures

New option grant 1: 350,000 options at $0.26 Cancelled option 1: 350,000 options at $1.32 New option grant 2: 325,000 options at $0.26 +3 more

6 metrics

New option grant 1 350,000 options at $0.26 Employee share option grant, expires September 23, 2032

Cancelled option 1 350,000 options at $1.32 Disposition to issuer on same date as new grant

New option grant 2 325,000 options at $0.26 Employee share option grant, expires March 21, 2032

Cancelled option 2 325,000 options at $5.55 Disposition to issuer on same date as second grant

Total new options 675,000 options Combined from two employee share option awards

Total options returned 675,000 options Combined from two dispositions to issuer

Key Terms

Employee Share Option (Right to Buy), grant/award acquisition, Disposition to issuer, underlying security, +1 more

5 terms

grant/award acquisition financial

"transaction_action: grant/award acquisition"

Disposition to issuer financial

"transaction_code_description: Disposition to issuer"

underlying security financial

"underlying_security_title: Common Shares"

exercise price financial

"conversion_or_exercise_price: 0.2600"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

FAQ

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What did TerrAscend (TSNDF) CEO Ziad Ghanem report in this Form 4?

Ziad Ghanem reported compensation-related option changes. He received 675,000 new employee share options at an exercise price of $0.26 and returned 675,000 older, higher-priced options to TerrAscend, with no open-market share purchases or sales disclosed.

How many stock options did the TerrAscend CEO receive in this filing?

He received two grants totaling 675,000 employee share options. One award covers 350,000 underlying Common Shares and the other covers 325,000, both with an exercise price of $0.26 per share and expirations in 2032, replacing higher-strike options returned to the issuer.

What options were cancelled or disposed of in TerrAscend CEO Ziad Ghanem’s Form 4?

He disposed of 350,000 options with a $1.32 exercise price and 325,000 options with a $5.55 exercise price. These options were returned to TerrAscend, reducing higher-strike awards while aligning his compensation with newly granted lower-strike options.

Were there any open-market buy or sell transactions in this TerrAscend Form 4?

No open-market buys or sells were reported. All transactions involve employee share options: grants of new awards at a $0.26 exercise price and dispositions of existing higher-priced options back to TerrAscend, making them compensation-related rather than market trades.

What are the expiration dates of the new TerrAscend CEO option grants?

The new employee share options have long-dated expirations in 2032. One 350,000-option grant expires on September 23, 2032, and the other 325,000-option grant expires on March 21, 2032, providing extended time for potential future exercise.

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Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 06/25/2026 - 07:09 PM EDT

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)
06/24/2026

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)

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)
Employee Share Option (Right to Buy)	$5.55	06/24/2026		D			325,000	⁽¹⁾	03/21/2032	Common Shares	325,000	⁽¹⁾	0	D
Employee Share Option (Right to Buy)	$0.26	06/24/2026		A		325,000		⁽¹⁾	03/21/2032	Common Shares	325,000	⁽¹⁾	325,000	D
Employee Share Option (Right to Buy)	$1.32	06/24/2026		D			350,000	⁽¹⁾	09/23/2032	Common Shares	350,000	⁽¹⁾	0	D
Employee Share Option (Right to Buy)	$0.26	06/24/2026		A		350,000		⁽¹⁾	09/23/2032	Common Shares	350,000	⁽¹⁾	350,000	D

Explanation of Responses:

1. See remarks.

Remarks:

At the annual general meeting of shareholders (AGM) on June 24, 2025, the shareholders approved the modification of previously-granted options held by employees including the Reporting Person such that, conditional on the Reporting Person's continued employment with the Company for a period of at least 12 months (the "Amendment Service Requirement") from June 24, 2025 (the "Amendment Date"), the original exercise price of such options would be modified to $0.26 per common share (the "Market Price"), calculated as the volume weighted average trading price of the Common Shares on the TSX for the five trading days immediately preceding the Amendment Date. On June 24, 2026, the Amendment Service Requirement was satisfied and the original exercise price of the options was automatically modified to the Market Price. All other terms and conditions of the option, including the expiration date, remain unmodified, including the vesting terms as set forth in the Issuer's definitive proxy statement filed on April 28, 2025.

	/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)

Source: View Original Filing on SEC EDGAR