[PRESS RELEASE] – BOCA RATON, Fla., Dec. 16, 2025 – Jushi Holdings Inc., a vertically integrated, multistate cannabis operator, announced that in order to assist the company in managing near-term working capital requirements, the company and Jim Cacioppo, the company’s chairman and CEO, have agreed to certain amendments to Cacioppo’s employment agreement (collectively, the “employment agreement amendments”). All of the employment agreement amendments were approved on behalf of the company by the independent directors of the Company.
Pursuant to the employment agreement amendments, Cacioppo, has agreed to receive the $1,050,000 annual cash bonus that would otherwise have been paid to him on or before March 15, 2026, and the options to purchase 3 million subordinate voting shares of the company that would have otherwise been issued to him prior to Jan. 1, 2026, in the following alternative form: (1) a lump sum cash payment in the amount of $300,000; and (2) 3 million restricted subordinate voting shares, which shall vest on Jan. 1, 2026, provided Cacioppo remains employed by the company on Jan. 1, 2026.
Cacioppo, as a director and officer of the company, is considered a related party of the company pursuant to Multilateral Instrument 61-101 - Protection Of Minority Security Holders In Special Transactions ("MI 61-101"), and accordingly, the employment agreement amendments may be considered a related party transaction under MI 61-101.
The company is relying on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that the fair market value of the consideration to Cacioppo under the employment agreement amendments did not exceed 25% of the of the company's market capitalization (calculated in accordance with MI 61-101) at the time the employment agreement amendments were entered into.
The company did not file a material change report in respect of the related party transaction 21 days prior to the date of the amendments because the employment agreement amendments had not been confirmed at that time. The company deemed this circumstance reasonable in the ordinary course of business.
