10-K/A: Jushi Holdings Inc. Files Amended Annual Report

Jushi Holdings Inc. has filed an amendment to its 2025 annual report on Form 10-K/A, providing previously omitted Part III disclosures concerning directors, executive compensation, security ownership, and related party transactions.

Summary

• This filing is an amendment (Amendment No. 1) to Jushi Holdings Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
• The amendment is being filed to include information required by Items 10 through 14 of Part III, which was previously omitted.
• These sections cover details on the company's directors, executive officers, corporate governance, executive compensation, security ownership, certain relationships and related party transactions, and principal accounting fees.
• The company is filing this amendment because it does not intend to file a definitive proxy statement within 120 days of December 31, 2025.
• This amendment does not modify or update previously reported financial results or reflect events occurring after the original filing date.
• The filing includes updated information on the Board of Directors, including their backgrounds, committee memberships, and independence status.
• Details on executive compensation for 2025 are provided, including base salaries, bonuses, and equity-based awards for Named Executive Officers (NEOs).
• Information on security ownership as of April 14, 2026, by directors, executive officers, and significant beneficial owners is presented.
• The filing details certain relationships and related party transactions, including the sale of Second Lien Notes and warrants, and amendments to the CEO's employment agreement.
• Principal accounting fees and services for the years 2025 and 2024 from the independent auditor, Macias Gini & O'Connell LLP, are disclosed.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral, as it is an amendment providing procedural disclosures rather than new financial or operational information. While it clarifies governance and compensation details, it does not offer new insights into the company's performance or future prospects.

Positives

• The company is providing comprehensive disclosures by filing the amendment to its 10-K, ensuring compliance with SEC regulations.
• Four out of five directors are considered independent under Canadian Securities Administrators Guidelines, indicating a commitment to good governance.
• The executive compensation program is designed to link corporate performance with compensation, aiming to reward long-term shareholder value.
• The company has a robust insider trading policy and an anti-hedging and anti-pledging policy in place.
• The Audit Committee has a clear charter and actively oversees financial reporting and internal controls.
• The company has a Lead Independent Director to enhance independent oversight.

Negatives

• The company is not currently subject to U.S. national securities exchange listing requirements for board independence, although it meets Canadian standards.
• The Compensation Committee met zero times in 2025 (excluding actions by written consent), which could be seen as a lack of active oversight on compensation matters.
• The Nominating and Corporate Governance Committee also met zero times in 2025 (excluding actions by written consent).
• The company has a history of a Management Cease Trade Order (MCTO) in 2021 due to delayed financial filings.
• Jushi Europe SA, an entity 51% owned by the company, filed for bankruptcy in Switzerland in 2022.
• Billy Wafford, a director, was CFO of J.C. Penney when it filed for Chapter 11 bankruptcy in 2020.
• The company does not have formal written policies for the review, approval, or ratification of related party transactions, relying on the Audit Committee and Board oversight.

Risks

• The company's reliance on a special committee for reviewing refinancing options and negotiating the CEO employment agreement in 2025, due to the CEO being a lender and party to the agreement, highlights potential conflicts of interest.
• The Jushi Europe bankruptcy in 2022 represents a past financial challenge for a subsidiary.
• The historical Management Cease Trade Order (MCTO) in 2021 indicates past difficulties with timely financial reporting.
• The company's business operations and financial health could be impacted by the financial distress of entities like J.C. Penney, where a director previously held a senior financial role.

Future Outlook

This amendment primarily focuses on corporate governance, executive compensation, and related party disclosures for the fiscal year ended December 31, 2025. It does not contain specific forward-looking financial guidance or projections.

Management Comments

• James Cacioppo (CEO): 'Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.'
• Michelle Mosier (CFO): 'Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.'

Industry Context

StockSavvy.ai notes that this filing is a procedural amendment to a prior annual report, focusing on governance and compensation disclosures rather than operational or financial performance updates. Such amendments are common to ensure all required disclosures are made in a timely manner, especially when a proxy statement is not filed within the standard timeframe.

Comparison to Industry Standards

• The company has four independent directors out of five, which aligns with or exceeds the independence requirements of many major stock exchanges for listed companies, although Jushi is not currently subject to U.S. exchange listing requirements.
• The Compensation Committee's lack of meetings in 2025 is unusual compared to industry best practices, which typically involve regular meetings to oversee executive compensation strategies and decisions.
• The Nominating and Corporate Governance Committee also not meeting in 2025 is similarly atypical for robust corporate governance.
• The company's reliance on the Board and Audit Committee for related party transaction oversight, without formal written policies, is less rigorous than the standard practice for larger public companies which often have dedicated policies and procedures for such reviews.

Corporate Governance

Legal Proceedings

• On February 22, 2022, Jushi Europe SA (51% owned by the Company) filed a notice of over-indebtedness with Swiss courts, leading to bankruptcy declared on May 19, 2022.
• Billy Wafford, a director, was CFO of J.C. Penney when it filed for Chapter 11 bankruptcy on May 15, 2020.

Related Party Transactions

• On February 25, 2025, the Company sold approximately $5.1 million principal amount of 12% second lien notes due 2026 and warrants. An entity affiliated with James Cacioppo purchased approximately US$3.7 million principal amount of these notes and received approximately 5.8 million warrants.
• Denis Arsenault purchased C$2.0 million principal amount of these Second Lien Notes and received approximately 2.2 million warrants.
• On December 11, 2025, the Company, JMGT, LLC, and James Cacioppo entered into a fifth amendment to Mr. Cacioppo's employment agreement, altering the form of his 2025 bonus and equity award.
• Effective January 1, 2026, a new Executive Employment Agreement was entered into with James Cacioppo.
• On March 27, 2026, the Company entered into a Loan Agreement for a $160,000,000 senior secured term loan. Serpentine Capital Management III, LLC (controlled by James Cacioppo) participated with approximately $28 million. Denis Arsenault participated with approximately $21 million.

Stakeholder Impact

• Shareholders: The amendment provides greater transparency into governance and compensation, which can influence investor confidence. Related party transactions, particularly those involving significant capital raises and loans where management or major shareholders participate, could impact share value and dilution concerns.
• Employees: Executive compensation details and equity awards are disclosed, impacting motivation and retention. The company's financial stability, indirectly influenced by past bankruptcies and current debt, affects job security.
• Creditors: The refinancing of debt and new term loan indicate ongoing capital management strategies that affect the company's leverage and repayment obligations.
• Management: Details on employment agreements, bonuses, and equity awards are provided, outlining their compensation structure and potential severance benefits.

Next Steps

• The company has filed this amendment to include Part III information in its Annual Report on Form 10-K.
• The company intends to adopt formal written policies and procedures for the review, approval, or ratification of transactions with related persons or conflicted transactions in the future.

Key Dates

Keywords

Jushi Holdings Inc., Form 10-K/A, Annual Report, Amendment, SEC Filing, Corporate Governance, Executive Compensation, Directors, Officers, Related Party Transactions, Security Ownership, Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, Internal Controls, Financial Reporting