[PRESS RELEASE] – NEW YORK, July 13, 2026 – Ascend Wellness Holdings Inc. (AWH), a multistate, vertically integrated cannabis operator and consumer packaged goods company, announced that it has filed a definitive proxy statement with the U.S. Securities and Exchange Commission (SEC) in connection with a special meeting of stockholders to approve a reverse stock split of the company's Class A common stock.
"A reverse stock split is a necessary step on our path to a listing on a major U.S. exchange," AWH CEO and Director Sam Brill said. "We believe an uplisting could expand what's possible for our business by increasing our access to capital, broadening our investor base and unlocking opportunities that have long been out of reach for cannabis operators. With the regulatory landscape shifting in real time, we are taking these steps now to move decisively as those doors open."
The company's board of directors believes the reverse stock split could position the company's Class A common shares to satisfy initial listing requirements for a national securities exchange, including applicable minimum bid price requirements, while potentially supporting institutional investor participation and enhancing visibility with analysts and broker-dealers. There can be no assurance, however, that the company will be listed on a U.S. national securities exchange or that the reverse stock split will result in a sustained increase in the trading price of the Class A common shares.
Reverse Stock Split Details
If approved, the amendment would authorize the board to determine whether and when to implement the reverse stock split at a ratio of between 1-for-10 and 1-for-50, at its discretion. The exact ratio would be determined in connection with a planned application to list the Class A common shares on a national securities exchange.
The board may also determine not to implement the reverse stock split. No fractional shares will be issued; any fractional share resulting from the reverse stock split will be rounded up to the nearest whole share. The board's authority to effect the reverse stock split will expire on the earlier of one year from the date of the special meeting or the listing of the Class A common shares on a national securities exchange.
The reverse stock split itself would not change the value of any stockholder's investment. Although stockholders would hold fewer shares following the reverse stock split, each share would have a proportionally higher value. Each stockholder's percentage ownership and voting power would remain unchanged, except for minor adjustments resulting from the rounding up of fractional shares, and the reverse stock split would not affect the company's business, operations or assets.
Special Meeting
The virtual special meeting will be held at 11 a.m. Eastern Time on Aug. 28, 2026. Stockholders of record as of the close of business on July 7, 2026 (the "record date") are entitled to vote at the special meeting. As of the record date, the company had 203,033,639 Class A common shares issued and outstanding. The presence, in person or by proxy, of holders of at least one-third of the voting power of the Class A common shares issued and outstanding and entitled to vote will constitute a quorum. If a quorum is not present, the special meeting will be adjourned to the same time one week later.
Stockholders will be asked to approve a proposal to adjourn the special meeting, if necessary, to allow more time to solicit proxies if there are insufficient votes to approve the reverse stock split proposal (the "adjournment proposal" and, together with the reverse stock split proposal, the "proposals").
The board unanimously recommends that stockholders vote "FOR" each of the proposals.
The definitive proxy statement has been filed with the SEC and is available at www.sec.gov, on SEDAR+ at www.sedarplus.ca, and on the website of the company's transfer agent, Odyssey Trust Co., at https://odysseytrust.com/client/ascend-wellness-holdings-inc/. Stockholders are encouraged to read the proxy statement in its entirety, as it contains important information regarding the proposals, including a detailed discussion of the risks associated with the reverse stock split.
Voting Instructions
Approval of the reverse stock split proposal requires the affirmative vote of holders of a majority of the company's outstanding Class A common shares entitled to vote. If the board implements the reverse stock split at a ratio greater than 10-to-1, approval of the reverse stock split proposal will also constitute stockholder approval for purposes of CSE Policy 4, as referenced by CSE Policy 9, subject to any required CSE acceptance in connection with the implementation of the reverse stock split. An "ABSTAIN" vote will have the effect of a vote "AGAINST" the reverse stock split proposal.
Because the company believes that brokers have discretionary authority to vote on the reverse stock split , it does not expect any broker non-votes in connection with this proposal. Stockholders are encouraged to vote promptly, even if they plan to attend the virtual special meeting. Stockholders who submit a proxy in advance do not need to vote again at the special meeting. Voting online during the special meeting will automatically revoke any previously submitted proxy.
Proxies must be received no later than 11 a.m. Eastern Time on Aug. 26, 2026. Detailed voting instructions are included in the definitive proxy statement, and stockholders who hold shares through a bank, broker, or other intermediary should follow the instructions provided by that intermediary. Stockholders with questions about voting their shares may contact Odyssey Trust Co. at (888) 290-1175 (within North America) or (587) 885-0960 (outside North America), or by email at [email protected].
