Cannabist Co Holdings Inc. 8-K Filing

FAQ

Key Financial Figures

• $130 million — f Virginia for a total consideration of $130 million consisting of $117.5 million payable up
• $117.5 million — ideration of $130 million consisting of $117.5 million payable upon closing of the Transaction
• $12.5 million — ction (the "Closing") and the remaining $12.5 million (the "Offset Escrow Amount") to be escr
• $1 m — to be released in two parts: (i) up to $1 million, upon the finalization of the pos
• $23.7 million — ments as of Closing. Buyer will deposit $23.7 million of the purchase price into an escrow ac
• $3.3 million — uired to pay Curaleaf a break-up fee of $3.3 million within two business days of such termin

Filing Documents

• ef20061573_form8k.htm (8-K) — 33KB
• ef20061573_ex10-1.htm (EX-10.1) — 464KB
• ef20061573_ex99-1.htm (EX-99.1) — 15KB
• logo1.jpg (GRAPHIC) — 4KB
• 0001140361-25-046079.txt ( ) — 753KB
• cchw-20251218.xsd (EX-101.SCH) — 4KB
• cchw-20251218_lab.xml (EX-101.LAB) — 20KB
• cchw-20251218_pre.xml (EX-101.PRE) — 15KB
• ef20061573_form8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On December 18, 2025, The Cannabist Company Holdings Inc. (the "Company"), Green Leaf Medical of Virginia, LLC, a subsidiary of the Company ("Green Leaf Virginia"), and Green Leaf Medical, LLC, another subsidiary of the Company and the sole member of Green Leaf Virginia (the "Member"), entered into an equity purchase agreement (the "Equity Purchase Agreement" and the transaction contemplated thereunder, the "Transaction") with Parma Holdco LLC ("Buyer") and, solely for the limited purposes set forth therein, Millstreet Credit Fund LP ("Millstreet"). Pursuant to the Equity Purchase Agreement, Buyer will purchase from the Member all of the issued and outstanding equity interests of Green Leaf Virginia for a total consideration of $130 million consisting of $117.5 million payable upon closing of the Transaction (the "Closing") and the remaining $12.5 million (the "Offset Escrow Amount") to be escrowed at Closing and to be released in two parts: (i) up to $1 million, upon the finalization of the post-closing purchase price adjustment and (ii) the remaining amount not otherwise used to satisfy indemnification obligations for a period of nine months following Closing. The purchase price is subject to post-closing adjustment based on the final determination of cash, debt, net working capital, unpaid transaction expenses and certain transaction payments as of Closing. Buyer will deposit $23.7 million of the purchase price into an escrow account (the "Deposit Escrow Amount") within two business days following signing of the Equity Purchase Agreement, which will be released (x) to the Company, at Closing or upon the Company's termination of the Equity Purchase Agreement due to Buyer's material breach or (y) to Buyer for any other reasons. The Company, the Member and Green Leaf Virginia made customary representations, warranties and covenants in the Equity Purchase Agreement, including, among other things, covenants (i)

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. As previously announced, the Board of Directors of the Company formed a special committee of independent directors (the "Special Committee") to review strategic alternatives. In connection with the strategic review, on December 1, 2025, the Company entered into that certain Equity Purchase Agreement, dated as of December 1, 2025, by and among Curaleaf, Inc. ("Curaleaf"), Green Leaf Virginia, the Member and the Company (the "Curaleaf Agreement"), which was previously disclosed on the Company's Current Report on Form 8-K filed on December 2, 2025 and Amendment No. 1 to the Current Report on Form 8-K filed on December 3, 2025. As previously disclosed, the Curaleaf Agreement provides for a fifteen (15) business day go-shop period beginning on December 1, 2025 and continuing until 11:59 p.m. Eastern Time on December 22, 2025 unless otherwise extended with the prior written consent of Curaleaf (the "Go-Shop Period"), during which time the Company, the Member, Green Leaf Virginia and their respective representatives would be permitted to, among other things, solicit, negotiate and enter into alternative proposals involving the equity or material portion of the assets of Green Leaf Virginia (each, an "Alternative Proposal"). During the Go-Shop Period, the Company received an Acquisition Proposal from Buyer, as described in detail in Item 1.01 of this Current Report on Form 8-K, and the Company determined such Acquisition Proposal to be superior to the Curaleaf Agreement. As a result, o n December 18, 2025, the Company delivered a written notice to Curaleaf terminating with immediate effect the Curaleaf Agreement. In connection with such termination, the Company is required to pay Curaleaf a break-up fee of $3.3 million within two business days of such termination. Item7.01 – Regulation FD Disclosure Press Release On December 18, 2025, the Company issued a press release announcing the entry into the Equity Purch

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1# Equity Purchase Agreement, dated December 18, 2025, among The Cannabist Company Holdings Inc., Green Leaf Medical of Virginia, LLC, Green Leaf Medical, LLC, Parma Holdco LLC and Millstreet Credit Fund LP 99.1 Press Release, dated December 18, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). _______________ # Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish a copy of any omitted schedule or exhibit to the SEC upon its request. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. THE CANNABIST COMPANY HOLDINGS INC. By: /s/ David Sirolly Name: David Sirolly Title: Chief Legal Officer & General Counsel Date: December 18, 2025

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