SCHEDULE: Jushi Holdings CEO Cacioppo Boosts Stake to 19.9%

Sentiment:

Beneficial Ownership Update 15 December 2025 6:17 PM

James A. Cacioppo, CEO of Jushi Holdings Inc., increased his beneficial ownership to 19.9% of Subordinate Voting Shares through recent grants and warrants, as detailed in an amended Schedule 13D filing.

Summary

James A. Cacioppo, CEO of Jushi Holdings Inc., and related entities collectively beneficially own 46,164,973 Subordinate Voting Shares, representing 19.9% of the class.
This includes 6,911,269 stock options and 6,270,221 warrants exercisable by Mr. Cacioppo within 60 days from December 11, 2025.
On December 11, 2025, Mr. Cacioppo received a grant of 3,000,000 restricted Subordinate Voting Shares as part of an amendment to his employment agreement.
As part of the same amendment, Mr. Cacioppo's 2025 annual cash bonus of $1,050,000 and annual long-term incentive grant of 3,000,000 options were converted into a $300,000 lump sum cash payment and the 3,000,000 restricted shares.
The reporting persons acquired these securities for investment purposes and may consider further purchases, sales, or proposals regarding the Issuer's operations, governance, or capitalization.
Certain options and warrants granted to Mr. Cacioppo are subject to a beneficial ownership limit, preventing vesting or exercise if it would increase his beneficial ownership beyond 19.99%.

Sentiment

Score: 7

Explanation: The increased beneficial ownership by the CEO and related entities, coupled with the conversion of a cash bonus into restricted shares, suggests strong insider confidence and alignment with long-term shareholder interests. This is generally viewed positively, despite the lack of operational or financial performance data.

Positives

Increased beneficial ownership by CEO James A. Cacioppo and related entities, demonstrating strong alignment of interests with shareholders.
The conversion of a significant portion of Mr. Cacioppo's bonus and long-term incentive into restricted shares indicates a commitment to long-term value creation and ties his compensation directly to the company's equity performance.

Negatives

The conversion of a $1,050,000 cash bonus and 3,000,000 options into a $300,000 cash payment and 3,000,000 restricted shares could be interpreted as a reduction in immediate cash compensation for the CEO, though offset by equity.

Risks

Concentration of voting power: James A. Cacioppo holds significant sole and shared voting power, totaling 46,164,973 shares, which could influence corporate decisions.
Potential for future changes: Reporting Persons reserve the right to propose changes in the Issuer's operations, governance, or capitalization, which could lead to strategic shifts.

Future Outlook

The reporting persons acquired the securities for investment purposes and may further purchase, hold, vote, trade, dispose, or otherwise deal in the Subordinate Voting Shares, Options, and Warrants. They reserve the right to formulate other plans and/or make other proposals and take actions with respect to their investment, including proposing changes in the Issuer's operations, governance, or capitalization, subject to Mr. Cacioppo's current positions as CEO and Director.

Management Comments

The Reporting Persons acquired the Subordinate Voting Shares, Options and Warrants for investment purposes, and such purchases were made in the Reporting Persons' ordinary course of business.
The Reporting Persons may at any time reconsider and change their plans or proposals relating to the foregoing.

Industry Context

This filing primarily details changes in insider ownership and compensation structure for Jushi Holdings Inc.'s CEO. It does not provide specific industry-wide financial or operational data, but increased insider ownership can signal confidence in the company's future within its operating sector.

Comparison to Industry Standards

This Schedule 13D filing focuses on beneficial ownership changes and executive compensation structure, rather than operational or financial performance. Therefore, direct comparisons to industry-specific financial benchmarks or project results of comparable companies are not applicable based on the content provided.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Executive Compensation Structure	Amendment to Mr. Cacioppo's employment agreement on December 11, 2025, converting his 2025 annual cash bonus ($1,050,000) and annual long-term incentive grant (3,000,000 options) into a $300,000 lump sum cash payment and 3,000,000 restricted Subordinate Voting Shares.	2025-12-11	Aligns CEO compensation more closely with long-term equity performance and shareholder interests, reducing immediate cash outflow for the company while increasing insider equity stake.
Beneficial Ownership Limit	Certain options and warrants granted to Mr. Cacioppo are subject to a beneficial ownership limit, preventing vesting or exercise if it would increase his beneficial ownership beyond 19.99%.	N/A	Ensures compliance with regulatory thresholds and potentially prevents excessive concentration of control, though Mr. Cacioppo already holds a significant stake.

Related Party Transactions

On December 11, 2025, in connection with an amendment to his employment agreement, James A. Cacioppo, CEO, received a grant of 3,000,000 restricted Subordinate Voting Shares and agreed to an alternative compensation structure for his 2025 annual cash bonus and long-term incentive grant.

Stakeholder Impact

Shareholders: Increased insider ownership by the CEO and related entities may signal confidence, potentially positively influencing investor sentiment. The conversion of cash bonus to equity aligns management's interests with long-term shareholder value.
Management/Employees: The CEO's compensation structure was amended, converting a significant portion of his bonus and incentive into restricted shares, tying his future compensation more directly to the company's stock performance.

Next Steps

The 3,000,000 restricted shares granted to Mr. Cacioppo are scheduled to vest on January 1, 2026, provided he remains employed by the company.
Reporting Persons may further purchase, hold, vote, trade, dispose, or otherwise deal in the Subordinate Voting Shares, Options, and Warrants.
Reporting Persons may discuss matters with other officers, directors, shareholders, analysts, strategic partners, or investors.
Reporting Persons reserve the right to formulate other plans and/or make other proposals and take actions with respect to their investment, including proposing changes in the Issuer's operations, governance, or capitalization.

Key Dates

Date	Description
2022-08-01	Approximate date of Section 12(g) registration of the Issuer's Subordinate Voting Shares.
2022-12-08	Mr. Cacioppo received options to purchase 3,000,000 Subordinate Voting Shares; Serpentine Capital Management II, LLC received warrants to purchase 719,080 Subordinate Voting Shares.
2023-09-01	Mr. Cacioppo received warrants to purchase 557,471 Subordinate Voting Shares.
2023-12-17	Mr. Cacioppo received options to purchase 3,000,000 Subordinate Voting Shares and warrants to purchase 718,750 Subordinate Voting Shares in connection with an employment agreement amendment.
2024-07-31	Serpentine Capital Management III LLC received warrants to purchase 3,600,000 Subordinate Voting Shares in connection with a Credit Agreement.
2024-09-13	Mr. Cacioppo received options to purchase 5,385,000 Subordinate Voting Shares as part of a Stock Option Cancellation and Regrant Program, and options to purchase 1,062,732 Subordinate Voting Shares in connection with an employment agreement amendment.
2025-02-25	Serpentine Capital Management III LLC received warrants to purchase 6,198,333 Subordinate Voting Shares.
2025-03-10	The actual number of Subordinate Voting Shares subject to warrants issued to Serpentine Capital Management III, LLC was determined to be 5,810,938.
2025-10-30	Date as of which 196,696,597 Subordinate Voting Shares were outstanding, as reported in the Issuer's Form 10-Q.
2025-11-04	Date the Issuer's Quarterly Report on Form 10-Q was filed with the SEC.
2025-12-11	Date of event requiring filing of this statement; Mr. Cacioppo received a grant of 3,000,000 restricted Subordinate Voting Shares and agreed to an alternative form of compensation for his 2025 bonus and long-term incentive grant.
2025-12-15	Date the Schedule 13D filing was signed.
2026-01-01	Date on which 3,000,000 restricted shares granted to Mr. Cacioppo on December 11, 2025, are scheduled to vest, provided he remains employed.

Recommendation

hold

The filing indicates a significant increase in beneficial ownership by CEO James A. Cacioppo and affiliated entities, reaching 19.9% of Jushi Holdings Inc.'s Subordinate Voting Shares. This, coupled with the conversion of a substantial portion of his 2025 bonus and long-term incentive into restricted shares, demonstrates strong insider confidence and a clear alignment of management's interests with long-term shareholder value. While this is a positive signal regarding management's commitment, the Schedule 13D filing does not contain operational or financial performance data to assess the company's fundamental health or growth prospects. Therefore, a 'hold' recommendation is appropriate, suggesting investors maintain their current positions while awaiting more comprehensive financial reporting to evaluate the company's performance and future outlook.

Keywords

Jushi Holdings Inc., James Cacioppo, Schedule 13D, Beneficial Ownership, Subordinate Voting Shares, Stock Options, Warrants, Equity Incentive Plan, Corporate Governance, Insider Ownership

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