Cumberland Farms Ltd Filed Primary

What the company does

Cumberland Farms Limited operates convenience retail stores providing a one-stop shop destination through conveniently located stores that offer a full convenience assortment. Its offerings are supported by three core pillars: Convenience (Grocery & Merchandise, Foodservice, Fuel and other ancillary services), Quality (operational excellence, well-invested facilities), and a modern retail experience across multiple purchase occasions. The company has a presence in the United States and Europe, with #5 market position in the United States (1,463 sites) and #4 market position in the Benelux/Germany (1,114 sites in Germany and 665 in Benelux), highlighting brands such as Cumberland Farms, Fastrac, and Spar.

Use of proceeds

The company intends to use the net proceeds from this offering, together with the proceeds from the sale of the Convertible Preferred, to repay approximately a specified amount in aggregate principal amount of borrowings outstanding under the New USD Term Loan Facility and the New EUR Term Loan Facility, and a specified amount in aggregate principal amount of the Floating Rate PIK Notes, with any remaining proceeds used for general corporate purposes.

Underwriters

Extracted from F-1/A 0001193125-26-382176, filed Sep 4, 2026 and verified against that filing text.

Key risk factors

• Controlled company status

  “Following the completion of this offering, we will be a "controlled company" as defined under the Nasdaq corporate governance rules.”

• Limited shareholder influence

  “As long as we are a controlled company, you will have limited ability to influence matters requiring shareholder approval, it may be difficult for us to recruit independent directors and the interests of our principal shareholder may conflict with or differ from your interests as a shareholder.”