Form 4: TerrAscend Executive Chairman Jason Wild Reports Acquisition of Over 1.3 Million Restricted Share Units

Jason G. Wild, Executive Chairman and a 10% owner of TerrAscend Corp., along with affiliated entities, reported the acquisition of 1,364,423 restricted share units as director compensation.

Summary

• Jason G. Wild, Executive Chairman and a 10% owner of TerrAscend Corp., along with JW Asset Management, LLC, JW Partners, LP, and JW GP, LLC, filed a Form 4.
• The filing reports the acquisition of 1,364,423 restricted share units (RSUs) by Jason G. Wild on June 24, 2025.
• These RSUs were granted as annual compensation for Wild's service as a director of TerrAscend Corp. at a price of $0.
• The shares underlying these RSUs are scheduled to vest in full on December 31, 2025, contingent upon Wild's continuous service.
• Following this transaction, the reporting persons beneficially own a total of 92,355,659 common shares of TerrAscend Corp.
• This total includes 4,616,347 direct non-derivative securities beneficially owned by Wild, which encompass the newly reported RSUs.

Sentiment

Score: 6

Explanation: The sentiment is slightly positive as it indicates continued insider ownership and alignment of interests through equity compensation, which is a standard and expected practice. There are no negative surprises or significant red flags.

Positives

• The grant of 1,364,423 Restricted Share Units (RSUs) to Executive Chairman Jason G. Wild aligns management's interests with those of shareholders, as the value of the compensation is tied to the company's stock performance.
• The increase in beneficial ownership by a key insider and 10% owner, totaling 92,355,659 common shares, demonstrates continued commitment to the company.

Negatives

• The RSUs were granted at a price of $0, indicating non-cash compensation that could lead to dilution upon vesting, although this is standard for RSU grants.

Risks

• The vesting of the 1,364,423 Restricted Share Units (RSUs) on December 31, 2025, is subject to Jason G. Wild's continuous service with TerrAscend Corp. as of the vesting date, meaning the shares are not guaranteed if service ceases.

Future Outlook

The document indicates that the 1,364,423 Restricted Share Units (RSUs) granted to Jason G. Wild are scheduled to vest in full on December 31, 2025, contingent upon his continuous service with TerrAscend Corp. as of that date.

Management Comments

• The filing includes a disclaimer from the reporting persons, stating they disclaim beneficial ownership of such securities for Section 16 purposes, except to the extent of their indirect pecuniary interest therein.

Industry Context

This Form 4 filing reflects a standard compensation practice for directors and executive officers in publicly traded companies, where equity grants like Restricted Share Units (RSUs) are used to align the interests of key personnel with long-term shareholder value. Such grants are common across various industries, including the cannabis sector where TerrAscend operates, as a means of retaining talent and incentivizing performance.

Comparison to Industry Standards

• NA

Corporate Governance

Related Party Transactions

• The grant of 1,364,423 Restricted Share Units (RSUs) to Jason G. Wild, who serves as a Director, Executive Chairman, and is affiliated with 10% owners (JW Asset Management, LLC, JW Partners, LP, JW GP, LLC), constitutes a related party transaction as it involves compensation to a key insider.

Stakeholder Impact

• Shareholders: The RSU grant increases the beneficial ownership of a key insider, potentially signaling confidence and aligning management's interests with shareholder value. However, it also represents potential future dilution upon vesting.
• Employees: No direct impact on general employees is indicated by this filing.
• Customers/Suppliers/Creditors: No direct impact on these stakeholders is indicated by this filing.

Next Steps

• The 1,364,423 Restricted Share Units (RSUs) granted to Jason G. Wild are expected to vest in full on December 31, 2025, provided his continuous service with TerrAscend Corp. is maintained.

Key Dates

Keywords

TerrAscend Corp., TSNDF, SEC Form 4, Insider Trading, Restricted Share Units, RSUs, Director Compensation, Jason G. Wild, Beneficial Ownership, JW Asset Management