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  4. [Form 4] TerrAscend Corp. Insider Trading Activity

TerrAscend (TSNDF) chief legal officer swaps higher-priced options for lower strike grants

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

TerrAscend Corp.’s Chief People and Legal Officer, Lynn K. Gefen, reported compensation-related option changes involving employee share options tied to common shares. On the reported date, she received 325,000 options with a $0.2600 exercise price expiring on November 20, 2034, while 325,000 previously held options with a $0.8600 exercise price and the same expiration date were returned to the issuer.

She also received 281,250 options at an exercise price of $0.2600 expiring on September 23, 2032, replacing 281,250 options at $1.3200 with that expiration. In a similar adjustment, she received 275,000 options at $0.2600 expiring on May 25, 2032, while 275,000 options at $3.9020 with that expiration were disposed of to the issuer. The filing does not show any open-market stock purchases or sales.

Positive

  • None.

Negative

  • None.
Insider GEFEN LYNN K
Role Chief People and Legal Officer
Type Security Shares Price Value
Disposition Employee Share Option (Right to Buy) 275,000 $0.00 --
Grant/Award Employee Share Option (Right to Buy) 275,000 $0.00 --
Disposition Employee Share Option (Right to Buy) 281,250 $0.00 --
Grant/Award Employee Share Option (Right to Buy) 281,250 $0.00 --
Disposition Employee Share Option (Right to Buy) 325,000 $0.00 --
Grant/Award Employee Share Option (Right to Buy) 325,000 $0.00 --
Holdings After Transaction: Employee Share Option (Right to Buy) — 0 shares (Direct, null)
Footnotes (1)
  1. [object Object]
New options grant 1 325,000 options at $0.2600 Exercise price; expiration November 20, 2034
Canceled options 1 325,000 options at $0.8600 Disposed to issuer; expiration November 20, 2034
New options grant 2 281,250 options at $0.2600 Exercise price; expiration September 23, 2032
Canceled options 2 281,250 options at $1.3200 Disposed to issuer; expiration September 23, 2032
New options grant 3 275,000 options at $0.2600 Exercise price; expiration May 25, 2032
Canceled options 3 275,000 options at $3.9020 Disposed to issuer; expiration May 25, 2032
Employee Share Option (Right to Buy) financial
"security_title: Employee Share Option (Right to Buy)"
Grant, award, or other acquisition financial
"transaction_code_description: Grant, award, or other acquisition"
Disposition to issuer financial
"transaction_code_description: Disposition to issuer"
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
GEFEN LYNN K
(Last)(First)(Middle)
C/O TERRASCEND CORP.
77 CITY CENTRE DRIVE, SUITE 501
(Street)
MISSISSAUGAONTARIOL5B 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief People and Legal Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/24/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Share Option (Right to Buy)$3.90206/24/2026D275,000 (1)05/25/2032Common Shares275,000(1)0D
Employee Share Option (Right to Buy)$0.2606/24/2026A275,000 (1)05/25/2032Common Shares275,000(1)275,000D
Employee Share Option (Right to Buy)$1.3206/24/2026D281,250 (1)09/23/2032Common Shares281,250(1)0D
Employee Share Option (Right to Buy)$0.2606/24/2026A281,250 (1)09/23/2032Common Shares281,250(1)281,250D
Employee Share Option (Right to Buy)$0.8606/24/2026D325,000 (1)11/20/2034Common Shares325,000(1)0D
Employee Share Option (Right to Buy)$0.2606/24/2026A325,000 (1)11/20/2034Common Shares325,000(1)325,000D
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-Fact06/25/2026
** Signature of Reporting PersonDate
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 in this Form 4 for Lynn K. Gefen?

TerrAscend disclosed option grants and cancellations for Chief People and Legal Officer Lynn K. Gefen. She received several new employee share options at a lower exercise price, while an equal number of higher-priced options with the same expirations were returned to the issuer.

How many TerrAscend options at $0.2600 were granted to Lynn K. Gefen?

Lynn K. Gefen received three new blocks of employee share options at a $0.2600 exercise price: 325,000 options expiring in 2034, 281,250 options expiring in 2032, and 275,000 options also expiring in 2032, all tied to TerrAscend common shares.

Were any higher-priced TerrAscend options canceled in this Form 4?

Yes. The filing shows 325,000 options at $0.8600, 281,250 options at $1.3200, and 275,000 options at $3.9020 were disposed of to TerrAscend. Each cancellation matched a new grant of the same size with the same expiration date but a lower $0.2600 exercise price.

Did Lynn K. Gefen buy or sell TerrAscend common shares on the market?

The Form 4 does not report any open-market purchases or sales of TerrAscend common shares by Lynn K. Gefen. All reported transactions involve employee share options, specifically grants described as awards and dispositions back to the issuer, not market trades.

What are the expiration dates of the new TerrAscend options granted to Lynn K. Gefen?

The new employee share options granted to Lynn K. Gefen expire on November 20, 2034, September 23, 2032, and May 25, 2032. Each expiration date corresponds to a specific grant size at a $0.2600 exercise price, replacing higher-priced options with identical terms.