TerrAscend Corp.
For the period ended Dec 31, 2025. Filed Mar 12, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 12, 2026
TSNDFStored price and day change unavailable
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-03-06.
0000950170-25-034600
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-03-12.
0001193125-26-104092
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 234 previous paragraphs and 222 current paragraphs.
92 unchanged; 45 reworded; 80 added; 91 removed; 6 previous and 5 current paragraphs rearranged.
Tables are not compared: 21 previous and 22 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (80)
Current report
TerrAscend OH, a cannabis retailer in New Philadelphia, Ohio with one wholly-owned dispensary; and;
Current report
On December 26, 2025, the Company closed on the transaction with Union Chill, for an option to purchase 35% of Union Chill (“Union Chill Option”) for total consideration of $13,000 consisting of $9,000 in the form of convertible notes to the various sellers of Union Chill bearing interest at 6.5% per annum, payable quarterly and $4,000 in cash upon the exercise of the Union Chill Option (the "Union Chill Transaction"). The Union Chill Transaction conforms to New Jersey's regulatory framework, which facilitates investment opportunities for diversely owned businesses.
Current report
On November 1, 2025 one of the Company's owned properties included in the Michigan disposal group was subsequently leased to a third party under a lease agreement.
Current report
On July 18, 2025, Keith Stauffer's resignation as the Company’s Chief Financial Officer became effective.
Current report
On July 15, 2025, the Company drew $3,105 of the Uncommitted Term Loan Facility (as defined below).
Current report
On July 8, 2025, TerrAscend, TerrAscend USA, Inc., TerrAscend NJ LLC, TER Holding MD, Inc., and WDB Holding MD, Inc., including certain of each of their respective subsidiaries, and other borrowers, all of which are entities that are consolidated in the financial statements of the Company (collectively, the “Incremental Amendment Borrowers”), became parties to the FG Loan as borrowers pursuant to a joinder and an amendment to the FG Loan (the "FG Loan Amendment"), which provides for a $79,000 upsize to the existing FG Loan. The FG Loan bears interest at 12.75% per annum and matures on August 1, 2028. The Company drew down in full the $79,000 available under the FG Loan Amendment on July 8, 2025, $64,489 of which was used to retire the single-draw senior secured term loan drawn pursuant to a loan agreement from October 2022 among certain subsidiaries of TerrAscend and Pelorus Fund REIT, LLC (the "Pelorus Term Loan"), and certain other indebtedness of the Company, in addition to being used for future growth initiatives. As a result, the outstanding obligation under the Pelorus Term Loan and certain other indebtedness of the Company were repaid in full and subsequently terminated. In addition, the FG Loan Amendment provides for an uncommitted term loan facility of up to $35,000 (the "Uncommitted Term Loan Facility"), of which the Company drew $3,105 as of December 31, 2025. As of December 31, 2025, there was an outstanding principal amount of $217,682 under the FG Loan. Certain funds controlled by the Company’s Executive Chairman, Jason Wild, a related party of the Company, invested approximately $1,600 of the loan under the FG Loan Amendment.
Current report
On June 27, 2025, the Company received approval from the Board, together with TerrAscend Corp.’s consolidated entities, and is currently engaged in an active program to sell the assets of TerrAscend Michigan ("TerrAscend MI"), which is expected to be substantially completed in the first half of 2026. As part of the exit plan, the Company intends to sell all of the Company’s Michigan assets, including four cultivation and processing facilities, twenty retail dispensaries, and other assets. TerrAscend MI is presented as discontinued operations and has been excluded from continuing operations for all periods presented. See Note 7, "Discontinued Operations", in the audited consolidated financial statements included elsewhere in this Annual Report.
Current report
On May 6, 2025, the Company completed the acquisition of certain assets of Ratio Cannabis LLC ("Ratio Cannabis"), a dispensary in Ohio (the "Ratio Acquisition"). Under the terms of the purchase agreements entered into in connection with the acquisition, each dated as of March 14, 2025, the Company acquired certain assets of Ratio Cannabis for total consideration of $10,300, which was comprised of $5,000 in cash, 4,570,637 Common Shares and a promissory note with a principal amount of $3,980 bearing 6% interest with a two-year maturity (the "Ratio Promissory Note"). The number of Common Shares issued as part of the consideration was calculated based on a price per Common Share equal to $0.29, being the twenty (20)-day volume-weighted average price of the Common Shares on the OTCQX for the period ending on May 5, 2025, resulting in the issuance of 4,570,637 Common Shares on May 6, 2025.
Current report
Subsequent Transactions
Current report
Subsequent to the fiscal year ended December 31, 2025, the Union Chill Option, as a part of the Union Chill Transaction, was exercised and the Company paid the remaining cash consideration of $4,000 to Union Chill, at which time the Company acquired a 35% interest in Union Chill.
Current report
Other operating expense (income)
Current report
(Gain) loss from revaluation of contingent consideration
Current report
Unrealized and realized foreign exchange (gain) loss
Current report
Loss on extinguishment of debt
Current report
Revenue decreased by $7,520 from $268,078 to $260,558 during the year ended December 31, 2025 as compared to the year ended December 31, 2024. The decrease was primarily due to a $9,104 decrease in wholesale revenue offset by a $1,584 increase in retail revenue.
Current report
The $9,104 decrease in wholesale revenue for the year ended December 31, 2025 compared to the year ended December 31, 2024, was primarily driven by increased competition and price compression which resulted in lower average selling prices.
Current report
The $1,584 increase in retail revenue for the year ended December 31, 2025 compared to the year ended December 31, 2024, was primarily driven by acquisitive growth in Ohio.
Current report
Revenue increased by $17,569, or 7% from $250,509 to $268,078 during the year ended December 31, 2024 as compared to the year ended December 31, 2023. The increase was primarily due to a $24,665 increase in wholesale revenue offset by a $7,096 decline in retail revenue.
Current report
The $24,665 increase in wholesale revenue for the year ended December 31, 2024 compared to the year ended December 31, 2023, was primarily driven by acquisitive growth in Maryland and greater wholesale demand across other markets.
Current report
The $7,096 decrease in retail revenue for the year ended December 31, 2024 compared to the year ended December 31, 2023, was primarily driven by increased competition and price compression which was partially offset by acquisitive growth in Maryland.
Current report
The increase of $19,719, in cost of sales for the year ended December 31, 2024 as compared to the year ended December 31, 2023 was mainly due to an increase in sales volume along with higher input costs that reduced gross profit margins.
Current report
The decrease of $4,384 in G&A expenses for the year ended December 31, 2025 as compared to the year ended December 31, 2024 was primarily related to a reduction in share-based compensation due to lower grant-date fair values of awards issued in the 2025 and the expiration and full vesting of awards granted in prior years that had higher grant-date fair values. The decrease was also driven by a reduction of professional fees. This was partially offset by an increase in the Company's provision for expected losses and salaries and wages.
Current report
The increase of $7,081 in G&A expenses for the year ended December 31, 2024 as compared to the year ended December 31, 2023 was primarily driven by an increase in salaries and wages as well as an increase in stock-based compensation due to a modification of stock option terms extending the expiration period from five years to ten years.
Current report
During the year ended December 31, 2025, the Company recognized impairment charges of $2,606 related to the wholesale brand name and license in California. The impairment was primarily driven by declining wholesale revenue expectations in California as a result of increased competition that was not reasonably foreseeable based on available data and trends at the time.
Current report
There were no impairment of intangible assets recognized during the year ended December 31, 2024.
Current report
There were no impairment of property and equipment and right of use assets recognized during the year ended December 31, 2025.
Current report
During the year ended December 31, 2024, the Company recognized impairment of $2,438 due to the closure of one of its California retail stores.
Current report
Other operating expense (income)
Current report
During the year ended December 31, 2025, the Company terminated one of its corporate office leases, resulting in a gain on lease termination of $99, offset by a loss on disposals of fixed assets of $127.
Current report
(Gain) loss from revaluation of contingent consideration
Current report
During the year ended December 31, 2025, the Company recognized a gain of $1,004 related to the remeasurement of its contingent consideration. The gain resulted from the Company’s issuance of Common Shares, following the triggering of price protection provisions included in certain of the Company’s acquisition agreements. This issuance resulted in a reduction in the stock price that would trigger further price protection issuances, which significantly reduced the probability that additional Common Shares would be issued under the price protection provisions. As a result, the estimated fair value of the contingent consideration liability was reduced to $nil subsequent to the issuance.
Current report
Loss on extinguishment of debt
Current report
For the year ended December 31, 2025, the Company recognized a loss on the fair value of derivative liabilities of $535, primarily due to an increase in the price of the Company’s Common Shares during the year, which resulted in a higher fair value of the derivative instruments and a corresponding increase in the liability.
Current report
For the year ended December 31, 2023, the Company recognized a gain of $1,181 from the remeasurement of derivative liabilities, primarily due to a decline in the price of the Company’s Common Shares during the remeasurement period.
Current report
Provision for income taxes
Current report
The increase in provision for income taxes for the year ended December 31, 2025 as compared to December 31, 2024 was primarily driven by accrued interest and penalties. This increase was partially offset by the reduction of uncertain tax liabilities from prior years.
Current report
The increase in provision for income taxes of $1,748 for the year ended December 31, 2024, compared to December 31, 2023, was primarily due to primarily driven by accrued interest and penalties. This increase was offset by deferred tax benefits related to certain intangible assets recorded in 2023.
Current report
During the year ended December 31, 2025, the loss on discontinued operations of $56,842 was primarily driven by an impairment of property and equipment of $41,271, attributable to the Company’s expedited sales strategy in Michigan, constructions in process that will no longer be completed, and the continued increase of competition in the Michigan market and continued market saturation and price compression in Michigan which negatively impacted gross margins. The loss was also impacted by the termination of certain leases and inventory write-offs.
Current report
During the year ended December 31, 2024, the loss on discontinued operations of $51,779 was primarily driven by impairment of intangible assets of $39,334 and impairment of property and equipment of $6,073 attributable to declining revenue in Michigan as a result of increased competition.
Current report
During the year ended December 31, 2023 the loss on discontinued operations of $59,103 was primarily driven by impairment of intangible assets of $35,785 and impairment of property and equipment of $4,769 attributable to increased competition.
Showing the first 40 of 80 passages. Open the source sections for the rest.
Removed paragraphs (91)
Previous report
TerrAscend MI, a wholly-owned operation with twenty dispensaries, one cultivation facility, one processing facility, and two cultivation/processing facilities;
Previous report
On November 5, 2024, the Company signed a definitive agreement to acquire the assets of Ratio Cannabis LLC, a dispensary located in Goshen Township, Ohio.
Previous report
On October 15, 2024, the statute of limitations for the Company’s 2020 amended tax returns expired, which resulted in refunds received of $8,361 being recognized as a tax benefit and no longer recognized as an uncertain tax position.
Previous report
On October 1, 2024, the Company paid the outstanding principal amount of the promissory note assumed in connection with the Gage Acquisition of $539 and cancelled the promissory note.
Previous report
On August 13, 2024, the Company paid off and retired two promissory notes issued in connection with the Pinnacle Acquisition (as defined below) with a payment of $5,582.
Previous report
On August 1, 2024, the Company entered into the FG Term Loan (as defined below). Proceeds from the FG Term Loan were used to retire the Ilera Term Loan, the Stearns Loan (as defined below), the Chicago Atlantic Term Loan and certain other short-term indebtedness (collectively, the “Retired Loans”), in addition to being used for working capital and general corporate purposes. Each outstanding obligation under the Retired Loans was repaid in full and subsequently terminated.
Previous report
On July 19, 2024, the Company made a prepayment of the Chicago Atlantic Term Loan (as defined below) of $1,500 at par.
Previous report
On April 30, 2024, the Company made a prepayment of the Ilera Term Loan of $3,200 at par.
Previous report
On January 19, 2024, the Company acquired the remaining 50.1% equity in State Flower, a California cultivator, with a payment of $250 in cash and the issuance of an aggregate of 782,539 Common Shares. The Company also acquired the remaining 50.1% equity interest in three Apothecarium-branded dispensaries in California with a payment of $1,233 in stock for each entity. As a result of these acquisitions, the Company now wholly owns State Flower and the three Apothecarium dispensaries in California.
Previous report
On January 15, 2024, the Company paid off the IHC Real Estate LP promissory note with a final payment of $5,000.
Previous report
On January 2, 2024, the Company made a prepayment of the Ilera Term Loan (as defined below) of $4,800 at par.
Previous report
Other operating income
Previous report
Gain on fair value of derivative liabilities and purchase option derivative assets
Previous report
Revenue decreased from $317,328 to $306,677 during the year ended December 31, 2024 as compared to the year ended December 31, 2023 driven by a decline in retail sales in Michigan and New Jersey. The decline in retail sales was related to less foot traffic due to a reduction of discounts and promotions in Michigan related to the Company's ongoing efforts to expand gross margin in the state combined with increased competitive retail landscape pressure in New Jersey. These declines were partially offset by retail and wholesale revenue growth in Maryland due to a full year of adult-use sales in that market, and growth in wholesale in both New Jersey and Pennsylvania.
Previous report
Revenue increased from $247,829 to $317,328 during the year ended December 31, 2023 as compared to the year ended December 31, 2022 driven by an increase of $55,938 in retail revenue and $13,561 in wholesale revenue. The increase was primarily a result of growth from adult-use sales in New Jersey and implementation of adult-use sales in Maryland during 2023, along with the acquisitions of AMMD (as defined below), Peninsula, Blue Ridge (as defined below), and Herbiculture (as defined below) in Maryland.
Previous report
Cost of sales was $156,717 or 51% of revenue for the year ended December 31, 2024, remaining relatively flat compared to $156,645 or 50% of revenue for the year ended December 31, 2023.
Previous report
The decrease of $3,593 in general and administrative expenses for the year ended December 31, 2024 as compared to the year ended December 31, 2023 was primarily related to a bad debt recovery of $4,188 as well as an insurance recovery of $871.
Previous report
The decrease in general and administrative expenses for the year ended December 31, 2023 as compared to the year ended December 31, 2022 was primarily driven by a bad debt expense of $10,331 taken in 2022 offset by an increase in general and administrative expenses in 2023 primarily due to acquisitions in Maryland and the implementation of adult-use sales in the state.
Previous report
During the year ended December 31, 2024, the Company recognized impairment of $39,334 consisting of $17,134 related to Michigan licenses and $22,200 related to the Gage (as defined below) brand name and retail banner. The impairment was primarily driven by declining revenue expectations in Michigan as a result of increased competition. As a result, the Company no longer has any remaining intangible assets associated with its Michigan reporting unit as of December 31, 2024.
Previous report
As a result of the impairment analysis performed in 2022, the Company determined that it was more likely than not that the carrying value of its definite lived retail and cultivation and processing licenses was greater than its fair value, and therefore recorded impairment of $79,462 and $42,065 for the retail license and the cultivation and processing licenses, respectively, reducing both the carrying values to $nil at December 31, 2022. Additionally, the Company recorded impairment of its indefinite lived brand intangible assets acquired through the Gage Acquisition of $19,200.
Previous report
During the year ended December 31, 2022, as it was determined that it was more likely than not that the Michigan reporting unit's fair value was less than its carrying value, a one-step goodwill quantitative impairment test was performed. As a result of the quantitative test, the Company recorded impairment of goodwill of $170,357 related to the Gage Acquisition and Pinnacle Acquisition, reducing the carrying value of goodwill within the Michigan reporting unit, to zero.
Previous report
During the year ended December 31, 2024, the Company recognized impairment of $8,511. The increase of $6,432 for the year ended December 31, 2024, compared to the year ended December 31, 2023 was primarily driven by the impairment of certain owned Michigan and California properties.
Previous report
During the year ended December 31, 2023, the Company recognized impairment of $2,079. The increase of $990 for the year ended December 31, 2023, compared to the year ended December 31, 2022 was primarily driven by the impairment of certain Michigan assets in process.
Previous report
Other operating income
Previous report
There was no extinguishment of debt for the year ended December 31, 2023.
Previous report
During the year ended December 31, 2022, the Company recognized a gain on extinguishment of debt related to the debt settlement arrangement with Canopy USA, in which the Company converted CAD$125,500 in loans and accrued interest into 4,601,467 non-participating non-voting exchangeable shares in the capital of the Company and 22,474,130 new Common Share purchase warrants (see Note 13 included in Item 8,"Financial Statements and Supplementary Data" in this Annual Report for further details. This transaction resulted in a $4,153 gain, reflecting the fair value difference between the settled debt and the consideration issued.
Previous report
Gain on fair value of derivative liabilities and purchase option derivative assets
Previous report
The warrant liability was remeasured to fair value as of December 31, 2023, using the Black-Scholes Model. The Company recognized a gain of $322 for the year ended December 31, 2023, primarily due to a decline in share price since the warrant issuance date. Additionally, the purchase option derivative asset expired during the year, resulting in a recorded loss of $50.
Previous report
Provision for (benefit from) income taxes
Previous report
The reduction in provision for income taxes of $3,015 for the year ended December 31, 2024, compared to December 31, 2023, was primarily due to a decline in gross profit.
Previous report
The increase in provision for income taxes for the year ended December 31, 2023 as compared to December 31, 2022 was primarily related to decreases in the pre-tax book loss due to operational results compared to December 31, 2022, as well as the goodwill impairment that reduced tax expense for the Company in 2022. The Company's effective tax rate was (40.0)% for the year ended December 31, 2023, as compared to 3.5% for the year ended December 31, 2022. The Company's effective tax rate for the year ended December 31, 2023 was higher than the federal statutory tax rate of 21% primarily driven by the impact of Section 280E of the Code on the Company’s taxes due.
Previous report
The Company's effective tax rate can vary each reporting period depending on, among other factors, the geographic and business mix of the Company's earnings, changes to the valuation allowance, and permanently non-deductible expenses. Certain of these and other factors, including the Company's history and projections of pre-tax earnings, are considered in assessing the Company's ability to realize any deferred tax assets including net operating losses.
Previous report
Liquidity and going concern
Previous report
The Company previously concluded that substantial doubt existed as to its ability to continue as a going concern primarily due to the Company's current liabilities exceeding its current assets related to its loans maturing within the current year. On August 1, 2024, the Company entered into a four-year $140,000 senior secured term loan which was primarily used to retire a majority of the Company's loans coming due within the next year. Following the retiring and financing of the Company’s loans coming due within the next year, along with its ability to identify access to future capital, and continued improvement in cash flow from the Company's consolidated operations, management has determined that substantial doubt no longer exists in the Company's ability to continue as a going concern.
Previous report
Capital requirements
Previous report
The Company has $204,545 in principal amounts of loans payable at December 31, 2024. Of this amount, $8,106 in principal are due in the next twelve months.
Previous report
The Company's undiscounted contingent consideration payable is $3,293 at December 31, 2024, of which, $3,121 is due in the next twelve months. The contingent consideration payable relates to the Company's acquisition of the remaining 50.1% equity in both State Flower and three Apothecarium dispensaries in California. The contingent considerations are based upon the price protection of Common Shares issued under the terms of the applicable acquisition agreements. The contingent considerations are measured at fair value using the Black-Scholes Model and revalued at the end of each reporting period.
Previous report
Proceeds from the FG Loan were used to retire the Ilera Term Loan, the Stearns Loan, the Chicago Atlantic Term Loan and certain other short-term indebtedness, in addition to being used for working capital and general corporate purposes. Each outstanding obligation under the Retired Loans was repaid in full and subsequently terminated.
Previous report
As of December 31, 2024, there was an outstanding principal amount of $140,000 under the FG Loan.
Previous report
On October 11, 2022, subsidiaries of, TerrAscend, among others, entered into the Pelorus Term Loan with Pelorus, in an aggregate principal amount of $45,478. The Pelorus Term Loan is based on a variable rate tied to one month SOFR, subject to a base rate, plus 9.5%, with interest-only payments for the first 36 months and matures on October 11, 2027. The base rate is defined as, on any day, the greatest of: (i) 2.5%, (b) the effective federal funds rate in effect on such day plus 0.5%, and (c) one month SOFR in effect on such day. The obligations of the borrowers under the Pelorus Term Loan are guaranteed by the Company, TerrAscend USA and certain other subsidiaries of the Company and are secured by all of the assets of TerrAscend's New Jersey businesses and certain assets of TerrAscend's Maryland business, including certain real estate in Maryland. The Pelorus Term Loan is not secured by any of the MD dispensaries.
Showing the first 40 of 91 passages. Open the source sections for the rest.
Reworded paragraphs (45)
Previous wording
The following discussion and analysis of the financial condition and results of operations of TerrAscend Corp., its subsidiaries, TerrAscend Growth Corp. and its subsidiaries should be read in conjunction with the Company's audited consolidated financial statements as of December 31, 2024 and December 31, 2023 and for the years ended December 31, 2024, December 31, 2023, and December 31, 2022 (the "Consolidated Financial Statements") appearing elsewhere in this Annual Report. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report, including information with respect to the Company's plans and strategy for its business, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth under "Risk Factors" appearing elsewhere in this Annual Report, the Company's actual results could differ materially from the results described in or implied by the forward-looking information contained in this Annual Report and in the following discussion and analysis.
Current wording
The following discussion and analysis of the financial condition and results of operations of TerrAscend Corp., its subsidiaries, including TerrAscend Growth Corp. and its subsidiaries should be read in conjunction with the Company's audited consolidated financial statements as of December 31, 2025 and December 31, 2024 and for the years ended December 31, 2025, December 31, 2024, and December 31, 2023 (the "Consolidated Financial Statements") appearing elsewhere in this Annual Report. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report, including information with respect to the Company's plans and strategy for its business, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth under "Risk Factors" appearing elsewhere in this Annual Report, the Company's actual results could differ materially from the results described in or implied by the forward-looking information contained in this Annual Report and in the following discussion and analysis.
Previous wording
Unless otherwise noted, dollar amounts in this Item 7 are in thousands of U.S. dollars.
Current wording
Unless otherwise noted, dollar amounts in this Item 7 are in thousands of U.S. dollars, except per share information.
Previous wording
The Company is a leading North American cannabis company. The Company has vertically-integrated licensed operations in Pennsylvania, New Jersey, Michigan, Maryland and California. In addition, the Company has retail operations in Ontario, Canada with a majority-owned dispensary in Toronto, Ontario, Canada. Notwithstanding the fact that various states in the U.S. have implemented medical marijuana laws or have otherwise legalized the use of cannabis, the use of cannabis remains illegal under U.S. federal law for any purpose, by way of the Controlled Substances Act.
Current wording
The Company is a leading North American cannabis company. The Company has vertically-integrated licensed operations in Pennsylvania, New Jersey, Maryland and California. In addition, the Company has retail operations in Ohio and Ontario, Canada with a majority-owned dispensary in Toronto, Ontario, Canada. Notwithstanding the fact that various states in the U.S. have implemented medical marijuana laws or have otherwise legalized the use of cannabis, the use of cannabis remains illegal under U.S. federal law for any purpose, by way of the Controlled Substances Act.
Previous wording
TerrAscend NJ, a majority-owned operation with three dispensaries, and a cultivation/processing facility;
Current wording
TerrAscend NJ, a majority-owned operation with four dispensaries, and a cultivation/processing facility;
Previous wording
TerrAscend CA, a wholly-owned operation with four dispensaries, and a cultivation facility; and;
Current wording
TerrAscend CA, a wholly-owned operation with four dispensaries, and a cultivation facility;
Previous wording
On August 20, 2024, the Company's Board approved the Share Repurchase Program (as defined below), pursuant to which the Company is authorized to repurchase up to 10 million Common Shares of the Company at any time, or from time to time, over a 12-month period commencing on August 22, 2024 and ending on August 21, 2025.
Current wording
On August 20, 2025, the Board approved the Share Repurchase Program, which replaces the Company’s Original Program. The Share Repurchase Program authorizes the Company to repurchase up to 10,000,000 Common Shares at any time, or from time to time, from August 22, 2025 until August 21, 2026.
Previous wording
The following discussion sets forth certain components of our Consolidated Statements of Comprehensive Income (Loss) as well as factors that impact those items.
Current wording
The following discussion sets forth certain components of the Company's Consolidated Statements of Comprehensive Income (Loss) as well as factors that impact those items.
Previous wording
General and administrative ("G&A") expenses consist primarily of personnel costs related to finance, human resources, legal, certain royalties, and other administrative functions. Additionally, G&A expenses include professional fees to third parties, as well as marketing expenses. Moreover, G&A expenses include share-based compensation on options, restricted share units and warrants. The Company expects that G&A expenses will increase in absolute dollars as the business grows.
Current wording
General and administrative ("G&A") expenses consist primarily of personnel costs related to finance, human resources, legal, certain royalties, and other administrative functions. Additionally, G&A expenses include professional fees to third parties, as well as marketing expenses. Moreover, G&A expenses include share-based compensation on options, restricted share units and warrants.
Previous wording
Unrealized and realized loss (gain) on investments
Current wording
Loss (gain) on fair value of derivative liabilities
Previous wording
The Company issues warrants that are remeasured to fair value at the end of each reporting period using the Black-Scholes Option Pricing Model (the "Black-Scholes Model"). A gain or loss is recognized as a result of the revaluation.
Current wording
Derivative liabilities consist of convertible options, that contains embedded derivative features, that are remeasured to fair value at the end of each reporting period using the Black-Scholes Option Pricing Model (the "Black-Scholes Model"). A gain or loss is recognized as a result of the revaluation.
Previous wording
Unrealized and realized foreign exchange loss (gain) represents the loss recognized on the remeasurement of U.S. dollar ("USD") denominated cash and other assets recorded in the Canadian dollars ("CAD") functional currency at the Company's Canadian operations.
Current wording
Unrealized and realized foreign exchange (gain) loss represents the loss recognized on the remeasurement of U.S. dollar ("USD") denominated cash and other assets recorded in the Canadian dollars ("CAD") functional currency at the Company's Canadian operations.
Previous wording
Unrealized and realized foreign exchange loss (gain)
Current wording
Unrealized and realized loss on investments
Previous wording
The Company accounts for its investment in equity securities without readily determinable fair values using a valuation technique which maximizes the use of relevant observable inputs, with subsequent holding changes in fair value recognized in unrealized gain or loss on investments in the Consolidated Statement of Comprehensive Loss.
Current wording
The Company accounts for its investment in equity securities without readily determinable fair values using a valuation technique which maximizes the use of relevant observable inputs, with subsequent holding changes in fair value recognized in unrealized gain or loss on investments in the Consolidated Statements of Operations and Comprehensive Loss.
Previous wording
Loss (gain) on extinguishment of debt represents the Company's debt that was retired prior to its scheduled maturity at a different amount than the book value and the amount paid.
Current wording
Loss on extinguishment of debt represents the Company's debt that was retired prior to its scheduled maturity at a different amount than the book value and the amount paid.
Previous wording
The increase in cost of sales for the year ended December 31, 2023 as compared to the year ended December 31, 2022 is mainly due to increased sales as noted above. The reduction in cost of sales as a percentage of revenue is driven by increased yields in New Jersey, improved utilization in Maryland, lower costs in Pennsylvania as a result of scaling back the cultivation facility, and reduced discounting combined with improved verticalization in Michigan.
Current wording
The decrease of $7,977, in cost of sales for the year ended December 31, 2025 as compared to the year ended December 31, 2024 was mainly due to a decrease in sales volume. Cost of sales as a percentage of revenue decreased by 1% due to reduced unit costs and improved cost absorption.
Previous wording
During the year ended December 31, 2023, the Company performed an impairment analysis over its definite lived retail licenses in California and determined that its carrying value was greater than its fair value, and therefore, recorded impairment of $15,518. In the Michigan market, during each of the years ended December 31, 2023 and December 31, 2022, the Company performed an impairment analysis over its indefinite lived intangible assets acquired through the Gage Acquisition (as defined below) as the changes in the market expectations of cash flows as well as increased competition and supply in the state were determined to be indicators of impairment. As a result of the impairment analysis performed in 2023, the Company determined that it was more likely than not that the carrying value of the Gage brand name and Gage retail banner was greater than its fair value, and therefore, recorded impairment of $34,185 and $ 1,600 for the Gage brand name and Gage retail banner, respectively.
Current wording
During the year ended December 31, 2023, the Company performed an impairment analysis over its definite lived retail licenses in California and determined that its carrying value was greater than its fair value, and therefore, recorded impairment of $15,518.
Previous wording
There was no impairment of goodwill recognized during the year ended December 31 ,2024.
Current wording
There was no impairment of goodwill recognized during the years ended December 31, 2025 and December 31, 2024.
Previous wording
During the year ended December 31, 2023, it was determined that it was more likely than not that the California reporting unit's fair value was less than its carrying value. As a result of this quantitative test, the Company recorded impairment of goodwill of $4,690 related to the State Flower Acquisition, reducing the carrying value of goodwill within the California reporting unit, to $nil.
Current wording
During the year ended December 31, 2023, it was determined during the annual impairment analysis that it was more likely than not that the California reporting unit's fair value was less than its carrying value. As a result of this quantitative test, the Company recorded impairment of goodwill of $4,690, reducing the carrying value of goodwill within the California reporting unit to $nil.
Previous wording
During the year ended December 31, 2024, the Company recognized a loss from revaluation of contingent consideration of $2,465, an increase in loss of $3,110 for the year ended December 31, 2024, compared to the year ended December 31, 2023. The increase in loss was primarily driven by a decrease in TerrAscend's share price, partially offset by the expiration of the contingent consideration in connection with the Peninsula Acquisition on June 28, 2023.
Current wording
During the year ended December 31, 2024, the Company recognized a loss from revaluation of contingent consideration of $2,466, an increase in loss of $3,111 for the year ended December 31, 2024, compared to the year ended December 31, 2023. The increase in loss was primarily driven by a decrease in TerrAscend's share price, partially offset by the expiration in December 2024 of the contingent consideration in connection with the Peninsula Acquisition on June 28, 2023.
Previous wording
For the year ended December 31, 2023, the Company recognized a gain of $645 due to a reduction in the contingent liability in connection with the Peninsula Acquisition, which was a result of the increase in the price of the Common Shares from the grant date.
Current wording
For the year ended December 31, 2023, the Company recognized a gain of $645 due to a reduction in the contingent liability in connection with the Peninsula Acquisition, which resulted from the increase in the price of the Common Shares from the grant date.
Previous wording
During the year ended December 31, 2024, the Company recognized a loss on extinguishment of debt related to the extinguishment of the Retired Loans, which included the write-off of deferred financing costs.
Current wording
During the years ended December 31, 2025 and 2024, the Company recognized a loss on extinguishment of debt due to the retirement of certain loans in relation to the upsize of the FG Loan, which included the write-off of deferred financing costs.
Previous wording
The derivative liabilities were remeasured to fair value as of December 31, 2024, resulting in a gain of $4,549, primarily due to a decline in the price of the Common Shares during the year.
Current wording
For the year ended December 31, 2024, the Company recognized a gain of $4,549 related to the remeasurement of derivative liabilities, primarily driven by a decline in the price of the Company’s Common Shares during the year, which reduced the fair value of the derivative instruments.
Previous wording
The increase in finance and other expenses for the year ended December 31, 2023 as compared to the year ended December 31, 2022 was primarily due to the increase of accretion expense related to the change to the effective interest rate method for the Company's debt facilities.
Current wording
The increase in finance and other expenses for the year ended December 31, 2025, compared to the year ended December 31, 2024, was primarily driven by additional interest and accretion related to the upsize to the existing FG Loan in 2025.
Previous wording
The decrease in finance and other expenses for the year ended December 31, 2024, compared to the year ended December 31, 2023, was primarily driven by the refinancing of higher-interest debt and the repayment of certain other debt during the year.
Current wording
The increase in finance and other expenses for the year ended December 31, 2024, compared to the year ended December 31, 2023, was primarily driven by increased accretion related to the refinancing debt and the repayment of certain other debt during 2024.
Previous wording
Since its inception, the Company's primary sources of capital have been through the issuance of equity securities or debt facilities, and the Company has received aggregate net proceeds from such transactions totaling $782,388 as of December 31, 2024.
Current wording
Since its inception, the Company's primary sources of capital have been through the issuance of equity securities or debt facilities, and the Company has received aggregate net proceeds from such transactions totaling $861,332 as of December 31, 2025.
Previous wording
The Company has entered into leases for certain premises and offices for which it owes monthly lease payments. The Company has $88,003 in lease obligations. Of this amount, $9,433 of lease payments are due in the next twelve months.
Current wording
The Company has entered into leases for certain premises and offices for which it owes monthly lease payments. The Company has $59,441 in lease obligations. Of this amount, $4,360 of lease payments are due in the next twelve months.
Previous wording
At December 31, 2024, the Company had accounts payable and accrued liabilities of $46,725 and corporate income taxes payable of $11,531.
Current wording
As of December 31, 2025, the Company had accounts payable and accrued liabilities of $39,807 and corporate income taxes payable of $5,360.
Previous wording
On August 1, 2024, the Company and TerrAscend USA, Inc., as guarantors, and the Borrowers, and FG Agency Lending LLC, as the Administrative Agent, and certain lenders entered into the FG Loan. The FG Loan provides for a four-year, $140,000 senior-secured term loan whereby the Borrowers borrowed an initial principal amount of $114,000 on August 1, 2024 (the “Initial Draw”) and borrowed the remaining principal amount of $26,000 on September 30, 2024 (the “Delayed Draw”). Net proceeds of the FG Loan were received in an amount equal to 95% of the $140,000.
Current wording
On August 1, 2024, the Issuer and TerrAscend USA, Inc., as guarantors, and each of WDB Holding CA, Inc., WDB Holding PA, Inc., Moose Curve Holdings, LLC, Hempaid, LLC and, pursuant to a joinder agreement dated September 30, 2024, WDB Holding MI, Inc., including certain of each of their respective subsidiaries, as borrowers (collectively, the “Borrowers”), and FG Agency Lending LLC, as the Administrative Agent entered into a Loan Agreement (the “FG Loan”) for a four-year, $140,000 senior-secured term loan. Net proceeds of the FG Loan were received in an amount equal to 95% of the $140,000.
Previous wording
The FG Loan bears interest at 12.75% per annum and matures on August 1, 2028 (the "FG Loan Maturity Date"). The FG Loan is guaranteed by the Company and TerrAscend USA, Inc. and is secured by substantially all of the assets of the Borrowers. Depending on the timing of repayment, an exit fee of between 2.0% and 4.0% of the outstanding principal balance of the FG Loan (the "Exit Fee") will be due upon either the date of prepayment or the FG Loan Maturity Date.
Current wording
The FG Loan bears interest at 12.75% per annum and matures on August 1, 2028 (the “FG Loan Maturity Date”). The FG Loan is guaranteed by the Issuer and TerrAscend USA, Inc. and is secured by substantially all of the assets of the Borrowers. Depending on the timing of repayment, an exit fee of between 2.0% and 4.0% of the outstanding principal balance of the FG Loan will be due upon either prepayment, in part or in full, of the FG Loan or the FG Loan Maturity Date.
Previous wording
In connection with the Peninsula acquisition the acquisition of Blue Ridge and the acquisition of Herbiculture (collectively, the "Maryland Acquisitions"), the Company entered into a series of promissory notes with an aggregate principal amount of $20,625 that bear interest at rates ranging from 7.0% to 10.5% with maturity dates ranging from June 28, 2025 to June 30, 2027.
Current wording
In connection with the acquisition of Derby 1, LLC on June 28, 2023 ("Peninsula"), Hempaid, LLC on June 30, 2023 ("Blue Ridge"), and Herbiculture Inc. on July 10, 2023 ("Herbiculture"), (collectively, the "Maryland Acquisitions"), the Company entered into a series of promissory notes with an aggregate principal amount of $20,625.
Previous wording
In connection with the Reorganization, TerrAscend issued $1,000 of class A shares (the "Class A Shares") with a 20% guaranteed annual dividend to an investor (the “Investor”) pursuant to the terms of a subscription agreement between TerrAscend and the Investor dated April 20, 2023 (the “Subscription Agreement”). Pursuant to the terms of the Subscription Agreement, TerrAscend holds a call right to repurchase all of the Class A Shares issued to the Investor for an amount equal to the sum of: (a) the Repurchase/Put Price (as defined in the Subscription Agreement); plus (b) the amount equal to 40% of the subscription amount less the aggregate dividends paid to the Investor as of the date of the exercise of the option. In addition, the Investor holds a put right that is exercisable at any time after four months’ advanced written notice following the five-year anniversary of the closing of the investment to put all (and only all) of the Class A Shares owned by the Investor to TerrAscend at the Repurchase/Put Price, payable in cash or shares. The instrument is considered as a debt for accounting purposes due to the economic characteristics and risks. As of December 31, 2024, there was an outstanding principal amount of $1,000.
Current wording
In connection with the Reorganization, TerrAscend issued $1,000 of class A shares (the "Class A Shares") with a 20% guaranteed annual dividend to an investor (the “Investor”) pursuant to the terms of a subscription agreement between TerrAscend and the Investor dated April 20, 2023 (the “Subscription Agreement”). Pursuant to the terms of the Subscription Agreement, TerrAscend holds a call right to repurchase all of the Class A Shares issued to the Investor for an amount equal to the sum of: (a) the Repurchase/Put Price (as defined in the Subscription Agreement); plus (b) the amount equal to 40% of the subscription amount less the aggregate dividends paid to the Investor as of the date of the exercise of the purchase right. In addition, the Investor holds a put right that is exercisable at any time after four months’ advanced written notice following June
Previous wording
On August 20, 2024, the Board approved a share repurchase program to repurchase up to $10,000 of the Company’s Shares. The share repurchase program authorizes the Company to repurchase up to 10,000,000 Common Shares of the Company at any time, or from time to time, from August 22, 2024 until August 21, 2025. The share repurchase program authorizes the Company to repurchase up to 65,361 Shares daily, which represents 25% of the Company’s average daily trading volume on the Toronto Stock Exchange of 261,445 Shares. Any repurchases under the program may be made by means of open market transactions, negotiated block transactions, or otherwise, including pursuant to a repurchase plan administered in accordance with Rules 10b5-1 and 10b-18 under the Exchange Act. The size and timing of any repurchases will depend on price, market and business conditions, and other factors.
Current wording
On August 20, 2025, the Board approved the Share Repurchase Program, which replaced the Original Program. The Share Repurchase Program authorizes the Company to repurchase up to 10,000,000 Common Shares at any time, or from time to time, from August 22, 2025 until August 21, 2026. The Share Repurchase Program authorizes the Company to repurchase up to 60,255 Common Shares daily, which represents 25% of the Company’s average daily trading volume on the TSX of 241,023 Common Shares. Any repurchases under the program may be made by means of open market transactions, negotiated block transactions, or otherwise, including pursuant to a repurchase plan administered in accordance with Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended. The size and timing of any repurchases will depend on price, market and business conditions, and other factors.
Previous wording
During the year ended December 31, 2024, the Company repurchased 236,900 Common Shares under the share repurchase program for total consideration of approximately $215, including excise tax. Of which, the Company canceled 107,400 Common Shares that were repurchased. As of December 31, 2024, the Company had a total of 9,763,100 shares remaining that can be authorized for repurchase.
Current wording
During the year ended December 31, 2025, the Company repurchased 1,117,500 Common Shares under its share repurchase programs, consisting of 75,000 Common Shares under the Share Repurchase programs and 1,042,500 Common Shares under the Original Program, for total consideration of approximately $428, including excise tax. The Company canceled all Common Shares that were repurchased. As of December 31, 2025, the Company had a total of 9,925,000 Common Shares remaining that can be authorized for repurchase pursuant to the Share Repurchase Program.
Previous wording
The increase of $10,479 in net cash provided by operating activities for the year ended December 31, 2024 as compared to December 31, 2023 is primarily driven by an income tax refund of $8,361 related to the amended federal tax return for tax year 2020, partially offset by increased prior and current year tax payments and $2,881 of cash received for a bad debt recovery.
Current wording
The decrease of $5,672 in net cash provided by operating activities for the year ended December 31, 2024 as compared to December 31, 2023 is primarily driven by unfavorable changes in working capital, partially offset by an income tax refund related to an amended federal tax return for tax year 2020.
Previous wording
The net cash used in investing activities for the year ended December 31, 2023 primarily relates to $16,789 of cash paid for the acquisition of four dispensaries in Maryland. Additionally, the Company increased the investment in property and equipment by $7,762 during 2023. The Company also paid the success fee of $3,750 related to Alternative Treatment Center licenses issued by the New Jersey Department of Health. These investments were partially offset by proceeds from the sale of the Company's Canadian facility of $14,285.
Current wording
The decrease of $16,577 in net cash used in investing activities for the year ended December 31, 2024 compared to the year ended December 31, 2023 was primarily driven by $16,789 of cash paid for the acquisition of four dispensaries in Maryland and a success fee of $3,750 related to Alternative Treatment Center licenses issued by the New Jersey Department of Health during the year ended December 31, 2023. This was partially offset by an increase in capital expenditures during the year ended December 31, 2024.
Previous wording
Cash flows provided by (used in) operating activities
Current wording
Cash flows provided by (used in) financing activities
Previous wording
In addition to reporting the financial results in accordance with GAAP, the Company reports certain financial results that differ from what is reported under GAAP. Non-GAAP measures used by management do not have any standardized meaning prescribed by GAAP and may not be comparable to similar measures presented by other companies. The Company believes that certain investors and analysts use these measures to measure a company’s ability to meet other payment obligations or as a common measurement to value companies in the cannabis industry, and the Company calculates: (i) Free cash flow from net cash provided by operating activities from continuing operations less capital expenditures for property and equipment which management believes is an important measurement of the Company's ability to generate additional cash from its business operations, and (ii) EBITDA from continuing operations and Adjusted EBITDA from continuing operations as net loss, adjusted to exclude provision for income taxes, finance expenses, depreciation and amortization, share-based compensation, loss on extinguishment of debt, loss (gain) from revaluation of contingent consideration, loss (gain) on disposal of fixed assets, impairment of property and equipment and right of use assets, bad debt recovery, unrealized and realized loss on investments, (gain) loss on lease termination and derecognition of finance lease, unrealized and realized foreign exchange, gain on fair value of derivative liabilities and purchase option derivative assets, Employee Retention Credits and Transfer Fee, and certain other items, which management believes is not reflective of the ongoing operations and performance of the Company. Such information is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP.
Current wording
In addition to reporting the financial results in accordance with GAAP, the Company reports certain financial results that differ from what is reported under GAAP. Non-GAAP measures used by management do not have any standardized meaning prescribed by GAAP and may not be comparable to similar measures presented by other companies. The Company believes that certain investors and analysts use these measures to measure a company’s ability to meet other payment obligations or as a common measurement to value companies in the cannabis industry, and the Company calculates: (i) Free cash flow from net cash provided by operating activities from continuing operations less capital expenditures for property and equipment which management believes is an important measurement of the Company's ability to generate additional cash from its business operations, and (ii) EBITDA from continuing operations and Adjusted EBITDA from continuing operations as net loss, adjusted to exclude provision for income taxes, finance expenses, depreciation and amortization, share-based compensation, impairment of goodwill and intangible assets, loss (gain) on extinguishment of debt, unrealized and realized loss on investments, loss (gain) on fair value of derivative liabilities, loss (gain) on disposal of fixed assets, gain on lease termination, unrealized and realized foreign exchange (gain) loss), gain from revaluation of contingent consideration, impairment of property and equipment and right of use assets, and certain other items, which management believes is not reflective of the ongoing operations and performance of the Company. Such information is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP.
Previous wording
The table below reconciles net cash provided by (used in) operating activities from continuing operations to free cash flow for the years ended December 31, 2024, December 31, 2023 and December 31, 2022:
Current wording
The table below reconciles net cash provided by operating activities from continuing operations to free cash flow for the years ended December 31, 2025, December 31, 2024 and December 31, 2023:
Previous wording
Represents the loss (gain) on extinguishment of debt recorded as a result of the extinguishment of the loans.
Current wording
Represents the loss on extinguishment of debt recorded as a result of the extinguishment of the loans.
Previous wording
Represents unrealized and realized loss (gain) on fair value changes on strategic investments.
Current wording
Represents unrealized and realized loss on fair value changes on strategic investments.
Showing the first 40 of 45 pairs. Open the source sections for the rest.
Rearranged current paragraphs (5)
Current report — wording carried from elsewhere
Loss (gain) on fair value of derivative liabilities
Current report — wording carried from elsewhere
Unless otherwise noted, dollar amounts in this section are in thousands of U.S. dollars, except dollar amounts per security.
Current report — wording carried from elsewhere
28, 2028, to put all (and only all) of the Class A Shares owned by the Investor to TerrAscend at the Repurchase/Put Price, payable in cash or shares. The instrument is considered as a debt for accounting purposes due to the economic characteristics and risks. As of December 31, 2025, there was an outstanding principal amount of $1,000.
Current report — wording carried from elsewhere
Cash flows provided by operating activities
Current report — wording carried from elsewhere
Represents the revaluation of the fair value of convertible options.
Rearranged previous paragraphs (6)
Previous report — wording carried elsewhere
On September 30, 2024, the Borrowers and FG Agency Lending LLC, as the Administrative Agent, entered into an amendment to the FG Loan to amend certain schedules and definitions.
Previous report — wording carried elsewhere
Loss (gain) from revaluation of contingent consideration
Previous report — wording carried elsewhere
Loss (gain) on extinguishment of debt
Previous report — wording carried elsewhere
Loss (gain) from revaluation of contingent consideration
Previous report — wording carried elsewhere
Loss (gain) on extinguishment of debt
Previous report — wording carried elsewhere
Represents costs associated with executive severance and restructuring of business units.