TerrAscend Corp.
For the period ended Mar 31, 2026. Filed May 7, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 7, 2026
TSNDFStored price and day change unavailable
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-06.
0001193125-25-268099
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-07.
0001193125-26-210366
Item 2. 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 149 previous paragraphs and 127 current paragraphs.
67 unchanged; 31 reworded; 26 added; 43 removed; 8 previous and 3 current paragraphs rearranged.
Tables are not compared: 27 previous and 16 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 (26)
Current report
On January 2, 2026, the Company completed the acquisition of 35% of Union Chill Cannabis Company LLC, a licensed cannabis operator in New Jersey, and paid the remaining cash consideration of $4,000.
Current report
Effective April 27, 2026, the Company appointed Eric Jackson as Chief Financial Officer.
Current report
On April 23, 2026, the Acting Attorney General issued a Final Order reclassifying cannabis for medical use from Schedule I to Schedule III under the Controlled Substances Act (“CSA”). The order does not apply to adult-use cannabis which remains classified as a Schedule I controlled substance. The Final Order, effective as published in the Federal Register on April 28, 2026, establishes an expedited registration process for state medical licensees and indicates that registered state medical licensees would no longer be subject to Section 280E following the effective date of the order. Additionally, the Order recommends to the Secretary of the Treasury that retrospective 280E relief be granted to licensees in line with their state license start dates. Separately, the Attorney General withdrew the pending hearing related to the proposed rulemaking notice issued in 2024 and instituted a new expedited hearing process starting on June 29, 2026 addressing both medical and adult-use cannabis. The IRS has publicly indicated that, for Section 280E purposes, forthcoming guidance regarding the impact of rescheduling may include a transition rule allowing rescheduling relief to apply beginning with the taxable year that includes the effective date of the Final Order for activities no longer involving Schedule I or II substances; however, formal IRS guidance has not been issued yet. The ultimate impact of these developments, including the potential impact on previously recorded uncertain tax positions, remains uncertain and subject to ongoing evaluation due to the complexity of the evolving regulatory and tax environment. Accordingly, the Company is continuing to assess the potential financial statement impacts and is unable to reasonably estimate the ultimate effect at this time.
Current report
Cost of sales
Current report
Provision for income taxes
Current report
Cost of sales
Current report
The increase of $348 in general and administrative expense for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, was primarily due to operational expenses related to the Ratio and Union acquisitions, slightly offset by a reduction in share-based compensation.
Current report
Provision for income taxes
Current report
The provision for income taxes remained relatively flat with a decrease of $257 from $10,507 for the three months ended March 31, 2025 compared to $10,250 for the three months ended March 31, 2026.
Current report
Loss from discontinued operations for the three months ended March 31, 2026 primarily relates to disposal and exit activities, including costs associated with the disposition of certain assets and liabilities. In contrast, loss from discontinued operations for the three months ended March 31, 2025 primarily reflects operating losses incurred prior to the classification as discontinued operations.
Current report
Management assesses the Company's liquidity in terms of its ability to generate cash to fund its operating, investing, and financing activities. The Company remains in a strong financial position, with resources available for reinvesting in existing businesses, conducting acquisitions, and managing its capital structure on a short and long-term basis. The Company believes its existing cash balances will be sufficient to meet its anticipated cash requirements from the date of this Annual Report through at least the next 12 months
Current report
private placements and public offerings of equity or debt securities.
Current report
As of March 31, 2026, the Company had $219,950 in principal outstanding under its loans payable, excluding any prepayment or exit fees, of which $916 is due in the next twelve months. The Company also had $19,355 in principal outstanding under its convertible debt, of which $10,355 is due within the next twelve months. In addition, accrued interest in the aggregate amount of $2,406 related to the Company's convertible debt is due in the next twelve months.
Current report
The Company is subject to a financial covenant as a result of its loan payable with its primary lender. The Company was in compliance with its debt covenant as of March 31, 2026. In the event that, in future periods, the Company’s financial results are below levels required to maintain compliance with it covenant, the Company will assess and undertake appropriate corrective initiatives with a view to allowing it to continue to comply with its covenant. Other than the covenant related to loans payable, the Company is not subject to externally imposed capital requirements.
Current report
In the first quarter of 2026, the Company made prepayments in aggregate of $5,500 on the FG Loan, including a 3% prepayment fee.
Current report
Blue Ridge Promissory Note
Current report
In connection with the acquisition of Hempaid, LLC on June 30, 2023 ("Blue Ridge") the company entered into a promissory note with Blue Ridge bearing interest at 7.0% with a maturity date of June 30, 2027.
Current report
Other Loans
Current report
Net cash used in operating activities for the three months ended March 31, 2026 primarily relates to disposal and exit activities, including costs associated with the disposition of certain assets and liabilities. In contrast, net cash used in operating activities for the three months ended March 31, 2025 primarily reflects operating losses incurred prior to the classification as discontinued operations.
Current report
The decrease of $1,765 in net cash used in investing activities for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 was primarily driven by a decrease of investments in capital expenditures. The change was also attributable to cash consideration, net of cash acquired of $3,722 paid in connection with the Union Chill acquisition, and a $3,400 refund of the deposit for a potential business acquisition.
Current report
The increase of $1,523 in net cash provided by investing activities for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 was primarily driven by the sale of property and equipment related to the continued exit of Michigan.
Current report
The net cash used in financing activities for the three months ended March 31, 2026 was primarily driven by the increase in net loan principal paid of $5,502 and exit fees of $165, and higher distributions to non-controlling interests during 2026.
Current report
The net cash used in financing activities for the three months ended March 31, 2026 was primarily driven by the finance lease termination fee paid.
Current report
Adjusted EBITDA from continuing operations decreased by $782 for the three months ended March 31, 2026 as compared to three months ended March 31, 2025 primarily driven by gross margin compression.
Current report
Emerging Growth Company and Smaller Reporting Company Status
Current report
Additionally, as of June 30, 2025, the market value of the Common Shares held by non-affiliates decreased to below $60,000, which triggered the Company being classified as a smaller reporting company and non-accelerated filer with respect to SEC regulations and filing requirements effective December 31, 2025. The Company will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of our common stock held by non-affiliates exceeds $250,000 as of the last business day of our second fiscal quarter, or (ii) our annual revenue exceeded $100,000 during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700,000 as of the last business day of our second fiscal quarter.
Removed paragraphs (43)
Previous report
On July 18, 2025, Keith Stauffer's resignation as the Company’s Chief Financial Officer became effective.
Previous report
On July 8, 2025, TerrAscend Growth Corp., 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 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, $68,000 of which was used to retire 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, of which the Company has drawn $3,105 as of September 30, 2025. Certain funds controlled by the Company’s Executive Chairman, Jason Wild, a related party of the Company, invested approximately $1,600 under the FG Loan Amendment.
Previous report
The Company received additional indications of interest and preliminary offers from potential buyers. These offers, which were below the previously estimated fair value less cost to sell, provided additional evidence about conditions that existed as of the balance sheet date. Accordingly, management concluded this represented a Type I subsequent event under ASC 855, Subsequent Events, and updated the estimated fair value less cost to sell of the Michigan disposal group as of September 30, 2025. The Company recognized an incremental impairment loss of approximately $6,312 within discontinued operations for the three months ended September 30, 2025
Previous report
One of the owned properties included in the Michigan disposal group was subsequently leased to a third party under a lease agreement effective November 1, 2025.
Previous report
As a result of certain acquisitions, the Company recognized contingent consideration liabilities related to price protection provisions. These provisions may require the Company to issue additional Common Shares to the sellers if subsequent prices fall below certain agreed upon prices. These contingent consideration liabilities are remeasured to fair value at the end of each reporting period using the Black-Scholes Model in which a gain or loss is recognized as a result of the revaluation.
Previous report
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 report
Continuing Operations
Previous report
The decrease of $3,390 in general and administrative expense for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, was primarily due to a reduction in share-based compensation in the current period along with a one-time stock-based compensation charge recognized in the prior-year period related to the modification of stock option terms extending the expiration period from five years to ten years.
Previous report
The gain of $1,171 for the three months ended September 30, 2025, compared to a loss of $327 for the three months ended September 30, 2024, reflects a decrease in the fair value of the contingent consideration liability. This change was primarily driven by the Company’s issuance of Common Shares, which triggered a reduction in the exercise price under the price protection agreement and significantly lowered the likelihood of additional Common Shares being issued.
Previous report
The loss on extinguishment of debt for the three months ended September 30, 2025 and three months ended September 30, 2024 related to the original issuance and subsequent upsizing of the FG Loan, which resulted in the extinguishment of the majority of the Company’s outstanding debt and the write-off of associated deferred financing costs.
Previous report
The decrease of $2,239 from $13,273 for the three months ended September 30, 2024 compared to $11,034 for the three months ended September 30, 2025 was primarily driven by higher deductibility of interest offset by accrued interest and penalties.
Previous report
The loss from discontinued operations, net of tax increased from $5,583 for the three months ended September 30, 2024 to $14,647 for the three months ended September 30, 2025. This was primarily due to a $6,312 impairment charge attributable to subsequent offers from market participants. The remaining increase in loss was primarily due to the termination of certain leases and inventory impairments.
Previous report
Results of Operations - Nine Months Ended September 30, 2025 and September 30, 2024
Previous report
Continuing Operations
Previous report
Revenue decreased by $7,222, or 4% from $201,632 for the nine months ended September 30, 2024 to $194,410 for the nine months ended September 30, 2025. The decrease was primarily due to a $7,066 decline in wholesale revenue and a $156 decline in retail revenue.
Previous report
Wholesale revenue for nine months ended September 30, 2025 and 2024, reflected similar trends to the three month ended periods previously mentioned with continued declines primarily attributable to increased competition and price compression.
Previous report
Retail revenue for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, was relatively flat due to a full quarter of acquisitive growth which offset retail revenue declines experienced in prior quarters.
Previous report
The decrease of $8,324, in cost of sales for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024 was mainly due to a decrease in sales volume. Cost of sales as a percentage of revenue decreased by 2% due to reduced unit costs and improved cost absorption.
Previous report
General and administrative expense
Previous report
The decrease of $4,970 in general and administrative expense for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024 reflected similar trends to the three month ended periods previously mentioned with a reduction in stock-based compensation for the current period along with a one-time stock-based compensation charge recognized in the prior-year period related to the modification of stock option terms extending the expiration period from five years to ten years.
Previous report
Finance and other expenses for nine months ended September 30, 2025 and 2024, reflected similar trends to the three month ended periods previously mentioned with an increase of interest and accretion related the additional upsize to the existing FG Loan.
Previous report
The gain of $825 for the nine months ended September 30, 2025, compared to a loss of $3,547 for the nine months ended September 30, 2024, reflects a decrease in the fair value of the contingent consideration liability. This change was primarily driven by the Company’s issuance of Common Shares, which triggered a reduction in the exercise price under the price protection agreement and significantly lowered the likelihood of additional Common Shares being issued. There was also an expiration of a contingent consideration liability during the nine months ended September 30, 2025.
Previous report
Loss (gain) on fair value of derivative liabilities for nine months ended September 30, 2025 and 2024, reflected similar trends to the three month ended periods previously mentioned with primarily driven by an increase in the Company’s stock price which resulted in a higher fair value of the derivative instruments and increase in the liability.
Previous report
The loss on extinguishment of debt for the nine months ended September 30, 2025 and nine months ended September 30, 2024 reflected similar trends to the three month ended periods previously mentioned due to the original issuance and subsequent upsizing of the FG Loan, which resulted in the extinguishment of the majority of the Company’s outstanding debt and the write-off of associated deferred financing costs.
Previous report
The increase of $1,087 from $30,052 for the nine months ended September 30, 2024 compared to $31,139 for the nine months ended September 30, 2025 was primarily driven by accrued interest and penalties.
Previous report
The change in loss from discontinued operations, net of tax from $11,191 for the nine months ended September 30, 2024 as compared to the loss from discontinued operations, net of tax of $60,952 was primarily driven by a $41,271 impairment charge that was recognized in the nine months ended September 30, 2025 attributable to the Company’s expedited sales strategy, 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.
Previous report
market offerings.
Previous report
The Company had $230,048 in principal amounts of loans payable at September 30, 2025. Of this amount, $716 are due within the next twelve months.
Previous report
The Company's undiscounted contingent consideration payable was $179 at September 30, 2025, which 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 consideration is based upon the price protection of Common Shares issued under the terms of the applicable acquisition agreement. The contingent consideration is measured at fair value using the Black-Scholes Model and revalued at the end of each reporting period.
Previous report
As of September 30, 2025, there was an outstanding principal amount of $222,105 under the FG Loan.
Previous report
Maryland Acquisition Loans
Previous report
In connection with the Maryland Acquisitions, the Company entered into a series of promissory notes with an aggregate principal amount of $20,625.
Previous report
On July 8, 2025, as described above, the Company entered into the FG Loan Amendment, of which, a portion of the proceeds was used to retire a series of Maryland promissory notes and pay an outstanding principal amount of $13,077. Due to the early retirement of the certain Maryland promissory notes, the Company recognized a loss on extinguishment of debt of $240 on the Consolidated Statements of Operations and Comprehensive Loss.
Previous report
As of September 30, 2025, there was an outstanding principal amount of $2,931 under the promissory notes related to the Maryland Acquisitions Loans associated with Blue Ridge, which bears interest at 7.0% with a maturity date of June 30, 2027.
Previous report
As of September 30, 2025, there was an outstanding principal amount of $3,980 under the Ratio Promissory Note.
Previous report
The increase of $7,195 in net cash used in investing activities for the nine months ended September 30, 2025 as nine months ended September 30, 2024 was primarily driven by the cash consideration paid of $5,261 for the Ratio Cannabis acquisition in the second quarter of 2025. The increase was also attributable to ongoing capital expenditure projects focused on expansion and high product quality.
Previous report
The change of $30,320 in net cash provided by financing activities for the nine months ended September 30, 2025 as compared to the net cash used in financing activities for the nine months ended September 30, 2024 was primarily driven by net loan proceeds of $12,813 received slightly offset by distributions to non-controlling interests of $2,046 in the current-year period, while prior-year period included net loan principal payments of $14,889 and distributions to non-controlling interests of $4,433.
Previous report
Represents the loss taken to extinguish certain debt.
Previous report
Represents impairment charges taken on the Company's property and equipment and right of use assets.
Showing the first 40 of 43 passages. Open the source sections for the rest.
Reworded paragraphs (31)
Previous wording
This Management’s Discussion and Analysis (“MD&A”) of the financial condition and results of operations of the Company is for the three and nine months ended September 30, 2025 and 2024 and the accompanying notes for each respective period.
Current wording
This Management’s Discussion and Analysis (“MD&A”) of the financial condition and results of operations of the Company is for the period ended March 31, 2026 and 2025 and the accompanying notes for each respective period.
Previous wording
The Company is a leading North American cannabis company. The Company has vertically integrated licensed operations in Pennsylvania, New Jersey, Maryland and California and a retail operation in Ohio. 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 United States 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 of 1970.
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 United States 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 of 1970.
Previous wording
TerrAscend New Jersey (“TerrAscend NJ”), a majority owned operation with three dispensaries, and a cultivation/processing facility;
Current wording
TerrAscend New Jersey (“TerrAscend NJ”), a majority-owned operation with four dispensaries, and a cultivation/processing facility;
Previous wording
TerrAscend Ohio ("TerrAscend OH"), a wholly-owned operation with one dispensary; and
Current wording
TerrAscend Ohio ("TerrAscend OH"), a cannabis retailer in New Philadelphia, Ohio with one wholly-owned dispensary; and
Previous wording
TerrAscend Canada Inc. (“TerrAscend Canada”), a cannabis retailer in Ontario, Canada with a majority-owned dispensary in Toronto, Ontario, Canada ("Cookies Canada").
Current wording
TerrAscend Canada Inc. (“TerrAscend Canada”), a cannabis retailer in Toronto, Ontario, Canada with a majority-owned dispensary.
Previous wording
The following discussion sets forth certain components of the Company's unaudited condensed consolidated statements of comprehensive loss as well as factors that impact those items.
Current wording
The following discussion sets forth certain components of the Company's unaudited interim condensed consolidated statements of comprehensive loss as well as factors that impact those items.
Previous wording
The Company generates revenue from the sale of cannabis products, brands, and services to the U.S. and Canadian markets. Revenues consist of wholesale and retail sales in the legal medical and adult-use market across Canada and in several U.S. states where cannabis has been legalized for medical or adult-use cannabis.
Current wording
The Company generates revenue from the sale of cannabis products, brands, and services to the United States and Canadian markets. Revenues consist of wholesale and retail sales in the legal medical and adult-use market across Canada and in several U.S. states where cannabis has been legalized for medical or adult-use cannabis.
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 stock 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
The Company issued convertible debt that contains embedded derivative features, which were bifurcated and accounted for separately as derivative instruments. These derivative liabilities are remeasured to fair value at the end of each reporting period using the Black-Scholes Model in which 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 represents the loss recognized on the remeasurement of USD denominated cash and other assets recorded in the Canadian dollars 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
Revenue decreased by $60, from $65,161 for the three months ended September 30, 2024 to $65,101 for the three months ended September 30, 2025. The decrease was primarily due to a $1,527 decline in wholesale revenue, offset by a $1,467 increase in retail revenue.
Current wording
Revenue increased by $1,236, from $64,303 for the three months ended March 31, 2025 to $65,539 for the three months ended March 31, 2026. The increase was primarily due to a $5,575 increase in retail revenue, offset by a $4,339 decrease in wholesale revenue.
Previous wording
The $1,467 increase in retail revenue was primarily attributable to acquisitive growth in 2025.
Current wording
The $5,575 increase in retail revenue was primarily attributable to acquisitive growth in connection with Ratio and Union Chill, along with organic growth driven by higher foot traffic compared to the prior year.
Previous wording
The $1,527 decrease in wholesale revenue was primarily attributable to increased competition and continued price compression which resulted in lower average selling prices.
Current wording
The $4,339 decrease in wholesale revenue was primarily attributable to increased competition and continued price compression which resulted in lower average selling prices.
Previous wording
The decrease of $774, in cost of sales for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024 was mainly due to cultivation and processing efficiencies, partially offset by higher costs associated with acquisitive growth in 2025.
Current wording
The increase of $1,315, in cost of sales for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025 was mainly due to increased sales and higher costs associated with acquisitive growth.
Previous wording
The increase of $661 in finance and other expenses for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, was primarily due to an increase of interest and accretion related the additional upsize to the existing FG Loan.
Current wording
The increase of $992 in finance and other expenses for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, was primarily due to an increase of interest and accretion related the FG Loan.
Previous wording
Loss (gain) on fair value of derivative liabilities
Current wording
Gain on fair value of derivative liabilities
Previous wording
The loss on derivative liabilities of $723 for the three months ended September 30, 2025 compared with a gain of $669 for the three months ended September 30, 2024, was primarily driven by an increase in the Company’s stock price during the three months ended September 30, 2025 which resulted in a higher fair value of the derivative instruments and increase in the liability.
Current wording
The gain on derivative liabilities of $1,403 for the three months ended March 31, 2026 compared with a gain of $97 for the three months ended March 31, 2025, was primarily driven by the Company’s stock price remaining below the exercise price for the Private Placement Convertible Debentures as the conversion option approaches expiration this year.
Previous wording
The calculation of working capital provides additional information and is not defined under accounting principles generally accepted in the United States of America ("GAAP"). The Company defines working capital as current assets less current liabilities. This measure should not be considered in isolation or as a substitute for any standardized measure under GAAP.
Current wording
The calculation of working capital provides additional information and is not defined under GAAP. The Company defines working capital as current assets less current liabilities. This measure should not be considered in isolation or as a substitute for any standardized measure under GAAP.
Previous wording
The Company entered into leases for certain premises and offices for which it owes monthly lease payments. The Company had $62,651 in undiscounted lease obligations. Of this amount, $4,633 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 $59,322 in lease obligations. Of this amount, $4,632 of lease payments are due in the next twelve months.
Previous wording
At September 30, 2025, the Company had accounts payable and accrued liabilities of $35,993 and corporate income taxes payable of $8,338.
Current wording
As of March 31, 2026, the Company had accounts payable and accrued liabilities of $39,979 and corporate income taxes payable of $4,075
Previous 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, and FG Agency Lending LLC, as the Administrative Agent entered into a Loan Agreement 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.
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 (the "Agent") entered into a Loan Agreement (the “FG Loan”) for a four-year, $140,000 senior-secured term loan.
Previous wording
On July 8, 2025, TerrAscend Growth Corp., 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 the FG Loan Amendment, which provided for an additional $79,000 upsize to the existing FG Loan. The Company drew down in full the $79,000 available under the FG Loan Amendment on July 8, 2025, $68,000 of which was used to retire the Pelorus Term Loan, and certain other indebtedness of the Company, in addition to being used for future growth initiatives.
Current wording
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 (the "Incremental Amendment Borrowers"), became parties to the FG Loan as borrowers pursuant to a joinder agreement (the "FG Loan Amendment") which provided for a $79,000 upsize to the existing FG Loan. Funds from the FG Loan and FG Loan Amendment were used to retire certain Company indebtedness, in addition to being used for future growth initiatives.
Previous wording
The FG Loan bears interest at 12.75% per annum and matures on August 1, 2028. 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.
Current wording
The FG Loan bears interest at 12.75% per annum with a maturity date of 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 FG Loan (the "Exit Fee") will be due upon either the prepayment, in part or in full, of the FG Loan or the FG Loan Maturity Date.
Previous wording
On July 15, 2025, the Company drew $3,105 of the Uncommitted Term Loan Facility.
Current wording
The FG Loan also provides for an uncommitted term loan facility of up to $35,000 (the "Uncommitted Term Loan Facility"). The terms of the FG Loan Amendment and the Uncommitted Term Loan Facility are consistent with the initial FG Loan. As of March 31, 2026, the Company has drawn $3,105 of the Uncommitted Term Loan Facility with a remaining availability of $31,895.
Previous wording
As a part of the Ratio Acquisition, the Company entered into a promissory note for $3,980 bearing 6% interest with a two-year maturity.
Current wording
As part of the Ratio Acquisition, the Company entered into a promissory note bearing interest at 6.0% with a maturity date of May 7, 2027.
Previous wording
In connection with the listing of the Common Shares on the TSX, the Company reorganized its ownership structure to segregate the Company’s Canadian retail operations from TerrAscend's cultivation and manufacturing operations in the United States. As a result, TerrAscend issued $1,000 of Class A Shares with a 20% guaranteed annual dividend to the Investor pursuant to the terms of 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 repurchase right. In addition, the Investor holds a put right that is exercisable at any time after four months’ advanced written notice following June 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 September 30, 2025, there was an outstanding principal amount of $1,000.
Current wording
In connection with the 2023 Reorganization (see Note 3), TerrAscend issued $1,000 of Class A shares with a 20% guaranteed annual dividend ("Class A Shares") 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 repurchase right. In addition, the Investor holds a put right that is exercisable at any time after four months’ advanced written notice following June 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.
Previous wording
During the third quarter of 2025, the Company did not repurchase common shares under the Share Repurchase Program. As of September 30, 2025, the Company had a total of 10,000,000 Common Shares remaining that can be authorized for repurchase.
Current wording
During the first quarter of 2026, the Company repurchased 115,000 common shares under the Share Repurchase Program for total consideration of $77. As of March 31, 2026, the Company had a total of 9,810,000 Common Shares remaining that can be authorized for repurchase.
Previous wording
The decrease of $14,688 in net cash provided by operating activities for the nine months ended September 30, 2025 as compared to nine months ended September 30, 2024 was primarily driven by an increase in working capital including a reduction of accounts payable and an increase in income taxes paid.
Current wording
The decrease of $2,526 in net cash provided by operating activities for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 was primarily driven by changes in net working capital, including increased inventory.
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, unrealized and realized (gain) loss on investments, (gain) loss from revaluation of contingent consideration, unrealized and realized foreign exchange (gain) loss, gain on fair value of derivative liabilities, impairment of property and equipment and right of use assets, gain on lease terminations, 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
Previous wording
The Company believes Adjusted EBITDA from continuing operations is a useful performance measure to assess the performance of the Company as it provides more meaningful ongoing operating results by excluding the effects of expenses that are not reflective of the Company’s underlying business performance and other one-time or non-recurring expenses. The table below reconciles net loss to EBITDA from continuing operations and Adjusted EBITDA from continuing operations for the three and nine months ended September 30, 2025 and 2024:
Current wording
The Company believes Adjusted EBITDA from continuing operations is a useful performance measure to assess the performance of the Company as it provides more meaningful ongoing operating results by excluding the effects of expenses that are not reflective of the Company’s underlying business performance and other one-time or non-recurring expenses.
Previous wording
The table below reconciles net cash provided by operating activities from continuing operations to free cash flow for the nine months ended September 30, 2025 and 2024:
Current wording
The table below reconciles net cash provided by operating activities from continuing operations to free cash flow for the period ended March 31, 2026 and 2025:
Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
Cash flows used in financing activities
Current report — wording carried from elsewhere
EBITDA from continuing operations as net loss, adjusted to exclude provision for income taxes, finance expenses, depreciation and amortization, share-based compensation, unrealized and realized (gain) loss on investments, (gain) loss from revaluation of contingent consideration, unrealized and realized foreign exchange (gain) loss, gain on fair value of derivative liabilities, gain on lease terminations, 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 report — wording carried from elsewhere
The table below reconciles net loss to EBITDA from continuing operations and Adjusted EBITDA from continuing operations for the period ended March 31, 2026 and 2025:
Rearranged previous paragraphs (8)
Previous report — wording carried elsewhere
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 report — wording carried elsewhere
(Gain) loss from revaluation of contingent consideration
Previous report — wording carried elsewhere
(Gain) loss from revaluation of contingent consideration
Previous report — wording carried elsewhere
The following tables represent the Company’s results of operations for the nine months ended September 30, 2025 and 2024.
Previous report — wording carried elsewhere
Loss from revaluation of contingent consideration
Previous report — wording carried elsewhere
Loss (gain) on fair value of derivative liabilities
Previous report — wording carried elsewhere
On July 15, 2025, the Company drew $3,105 of the Uncommitted Term Loan Facility.
Previous report — wording carried elsewhere
Cash flows provided by (used in) financing activities