TerrAscend CEO shares withheld for tax obligations

TerrAscend Corp. reported an insider transaction by President and CEO Ziad Ghanem involving share withholdings for tax purposes rather than market sales.

Accepted by SEC EDGAR 04/09/2026 - 04:41 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

TerrAscend Corp. reported an insider transaction by President and CEO Ziad Ghanem involving share withholdings for tax purposes rather than market sales. On two dates, the company withheld common shares to cover tax obligations tied to restricted share unit settlements under its equity plan.

The issuer withheld 22,017 common shares at $0.66 per share and 9,998 common shares at $0.62 per share, totaling 32,015 shares. After these tax-withholding dispositions, Ghanem directly owned 2,864,884 common shares of TerrAscend.

Insider Trade Summary

Exercise Price or Tax Liability: 32,015 shares

Exercise Price or Tax Liability 2 txns

Insider Ghanem Ziad

Role President and CEO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Shares	22,017	$0.66	$15K
Exercise Price or Tax Liability	Common Shares	9,998	$0.62	$6K

Holdings After Transaction: Common Shares — 2,864,884 shares (Direct)

Holdings Before and After: Common Shares, 2,896,899 to 2,864,884 shares (Direct)

Footnotes (1)

1. F1. Shares were withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the settlement of restricted share units pursuant to an equity plan administered by the Issuer.

Key Figures

Shares withheld (first transaction): 22,017 shares at $0.66 Shares withheld (second transaction): 9,998 shares at $0.62 Total shares withheld for taxes: 32,015 shares +1 more

4 metrics

Shares withheld (first transaction) 22,017 shares at $0.66 Tax-withholding disposition on April 8, 2026

Shares withheld (second transaction) 9,998 shares at $0.62 Tax-withholding disposition on April 7, 2026

Total shares withheld for taxes 32,015 shares Aggregate tax withholding across two Form 4 entries

Shares owned after transactions 2,864,884 shares Direct common share holdings following April 8, 2026 entry

Key Terms

restricted share units, tax withholding obligations, equity plan, tax-withholding disposition

4 terms

restricted share units financial

"in connection with the settlement of restricted share units pursuant to an equity plan"

Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.

tax withholding obligations financial

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

equity plan financial

"restricted share units 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.

tax-withholding disposition financial

"transaction_action: "tax-withholding disposition" for the Form 4 code F entries"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did TerrAscend (TSNDF) report for CEO Ziad Ghanem?

TerrAscend reported that CEO Ziad Ghanem had common shares withheld to cover tax obligations on restricted share unit settlements. These were coded as tax-withholding dispositions, not open-market purchases or sales, and were executed under the company’s equity compensation plan.

How many TerrAscend (TSNDF) shares were withheld for CEO Ziad Ghanem’s taxes?

A total of 32,015 TerrAscend common shares were withheld to satisfy CEO Ziad Ghanem’s tax obligations. This included 22,017 shares at $0.66 per share and 9,998 shares at $0.62 per share, all in connection with settling restricted share units.

Were Ziad Ghanem’s TerrAscend (TSNDF) transactions open-market sales?

No, the transactions were not open-market sales. They were Form 4 code F events, meaning shares were withheld by TerrAscend to pay tax liabilities related to restricted share unit settlements, rather than being sold by Ghanem on a stock exchange.

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

After the tax-withholding share dispositions, CEO Ziad Ghanem directly held 2,864,884 TerrAscend common shares. This figure reflects his remaining position as reported in the Form 4 following the April 2026 equity-related transactions.

What triggered the tax-withholding share dispositions for TerrAscend (TSNDF) CEO Ziad Ghanem?

The dispositions were triggered by the settlement of restricted share units granted to CEO Ziad Ghanem under TerrAscend’s equity plan. To cover associated tax withholding obligations, the issuer retained a portion of the shares instead of delivering them all to him.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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)
04/07/2026

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	04/07/2026		F		9,998(1)	D	$0.62	2,886,901	D
Common Shares	04/08/2026		F		22,017(1)	D	$0.66	2,864,884	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

Explanation of Responses:

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

	/s/ Ari Unterman, Attorney-in-Fact	04/09/2026
	** 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)