Cresco Labs Inc SC TO-C, filed Aug 20, 2025
Cresco Labs Inc. (CRLBF)
SC TO-C
2025-08-20
View Original
Added on
October 16, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
Cresco Labs Inc.
(Name of Filing Persons (Identifying status as offeror, issuer, or other person))
Options to purchase subordinate voting shares, no par value per share
(Title of Class of Securities)
CA22587M1068 for the subordinate voting shares
(CUSIP Number of Class of Securities)
John Schetz
Cresco Labs Inc.
600 West Fulton Street, Suite 800
Chicago, IL 60661
(312) 929-0993
(Name, address and telephone number of person authorized to receive notices and communications on behalf of the filing person)
Copy to:
Heidi Steele
McDermott Will & Emery LLP
444 West Lake Street, Suite 4000
Chicago, IL 60606
(312) 372-2000
☒ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
☐ third-party tender offer subject to Rule 14d-1.
☒ issuer tender offer subject to Rule 13e-4.
☐ going-private transaction subject to Rule 13e-3.
☐ amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
☐ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
☐ Rule 14d-1(d) (Cross-Border Third Party Tender Offer)
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This filing relates solely to preliminary communications made before the commencement of a planned exchange offer (the “Exchange Offer”) by Cresco Labs Inc. (the “Company”). Under the Exchange Offer, certain employees of the Company in senior leadership roles (“Eligible Participants”) will be given the opportunity to exchange certain outstanding options to purchase the Company’s subordinate voting shares for new restricted stock units vesting ratably over three years.
On August 19, 2025, the Company distributed to Eligible Participants an introductory email from its Chief Executive Officer and accompanying Frequently Asked Questions regarding the Exchange Offer. Copies of those communications are included as Exhibits 99.1 and 99.2 hereto and are being filed as pre-commencement communications pursuant to Rule 14d-2(b) of the Securities Exchange Act of 1934, as amended. These communications did not provide instructions for tendering and were for informational purposes only. The Exchange Offer will be made upon the terms and subject to the conditions set forth in an Offer to Exchange Eligible Options for New Awards (“Offer to Exchange”), including receipt of shareholder approval of the Exchange Offer at the Company’s annual general and special meeting to be held on September 16, 2025. The Company expects to file a Schedule TO, including the Offer to Exchange and other offer materials, to commence the Exchange Offer on or about August 20, 2025.
This filing does not constitute an offer to holders of the Company’s outstanding stock options to exchange those options. The Exchange Offer has not yet commenced and the Company may decide not to implement the Exchange Offer. If the Company decides to implement the Exchange Offer, the terms and conditions of the Exchange Offer will be set forth in a Tender Offer Statement on Schedule TO, including an Offer to Exchange and other related materials.
The Company will file the Tender Offer Statement on Schedule TO with the Securities and Exchange Commission (the “SEC”) if and when the Exchange Offer program commences. Eligible Participants should read the Tender Offer Statement on Schedule TO and other related materials, including the Offer to Exchange and the other material referenced therein, if and when those materials become available, because they will contain important information about the Company and the Exchange Offer.
The Company’s shareholders and option holders will be able to obtain the written materials described above and the other documents filed by the Company with the SEC free of charge from the SEC’s website at www.sec.gov or by directing a written request to: Cresco Labs Inc., 600 West Fulton Street, Suite 800, Chicago, IL 60661.
Forward-Looking Statements
This Schedule contains “forward-looking information” within the meaning of applicable Canadian securities legislation and may also contain statements that may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995 (collectively, “forward-looking statements”). Such forward-looking statements are not representative of historical facts or information or current condition but instead represent only the Company’s beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Company’s control. Generally, such forward-looking statements can be identified by the use of forward-looking terminology such as, ‘may,’ ‘will,’ ‘should,’ ‘could,’ ‘would,’ ‘expects,’ ‘plans,’ ‘anticipates,’ ‘believes,’ ‘estimates,’ ‘projects,’ ‘predicts,’ ‘potential,’ or ‘continue,’ or the negative of those forms or other comparable terms. The Company’s forward-looking statements involve known and unknown risks, uncertainties, and other factors which may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including but not limited to those risks discussed under “Risk Factors” in the Company’s Annual Information Form for the year ended December 31, 2024, filed on SEDAR+ and EDGAR, other documents filed by the Company with Canadian securities regulatory authorities; and other factors, many of which are beyond the control of the Company. Readers are cautioned that the foregoing list of factors is not exhaustive. Because of these uncertainties, you should not place undue reliance on the Company’s forward-looking statements. No assurances are given as to the future trading price or trading volumes of Cresco Labs’ shares, nor as to the Company’s financial performance in future financial periods. The Company does not intend to update any of these factors or to publicly announce the result of any revisions to any of the Company’s forward-looking statements contained herein, whether as a result of new information, any future event, or otherwise. Except as otherwise indicated, this Schedule speaks as of the date hereof. The distribution of this Schedule does not imply that there has been no change in the affairs of the Company after the date hereof or create any duty or commitment to update or supplement any information provided in this press release or otherwise.
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ITEM 12. Exhibits.
Exhibit Number | Description | ||||
99.1 | |||||
99.2 | |||||
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Cresco Labs Inc. | |||||||||||||||||||||||||||||
By | /s/ Charles Bachtell | ||||||||||||||||||||||||||||
Name: | Charles Bachtell | ||||||||||||||||||||||||||||
Title: | Chief Executive Officer | ||||||||||||||||||||||||||||
Date: August 19, 2025
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Exhibit 99.1
From: Charlie Bachtell
Subject: Confidential: Cresco Labs Option Exchange Program
Subject: Confidential: Cresco Labs Option Exchange Program
THIS IS A PRE-COMMENCEMENT COMMUNICATION. This communication relates to a proposed exchange program (the “Exchange Offer”) that the Company expects to commence on or about August 20, 2025. This communication is not an offer to purchase, nor a solicitation of an offer to sell, any securities. A formal Offer to Exchange and related documents will be filed with the U.S. Securities and Exchange Commission (the “SEC”) and will be available free of charge on the SEC’s website (www.sec.gov) when filed. Please read those materials carefully when they become available.
Hello Leaders,
I am pleased to share that we are rolling out a new option exchange program to this small group of our most senior leaders. This options exchange is designed to recalibrate our equity program so that it’s serving as the long-term reward it was designed to be. There will be an optional meeting later this week to run through program specifics and answer questions, but I wanted to get a few high-level details to you first. Please refer to the attached FAQ and see the program overview below:
•This program allows you to exchange eligible Cresco Labs options for RSUs at a 1:1 ratio – eligible options are:
oPriced at $2.25 or greater or are five (5) years or less from expiration date
•On Wednesday, August 20, you will receive a DocuSign email from Aon, via John Hammond, that outlines your eligibility and the exchange process – this will be a personalized document that details your specific option grants that are eligible for exchange.
•You will have between August 20 and September 17 to make your decisions on a grant-by-grant basis. Elections will be locked at 10:59 PM CT/11:59 PM ET on September 17th
•The final exchange is contingent on shareholder approval at the Annual General Meeting (AGM) on September 16 – the program is public knowledge because it was included in the AGM proxy materials circulated last week. If you have team members with questions about the program, please reach out to Angie.
•If you elect to participate in the program, the exchanged options will be cancelled, and your new RSUs will have a 3-year vesting schedule, effective Sept. 17, 2025
•This exchange is a one-time offer and completely voluntary
•I encourage you to speak with your financial advisor to better understand how the exchange might impact your financial situation
Finally, as a reminder, this exchange has only been offered to a very small group of leaders, so please refrain from discussing with colleagues outside of the ELT (Angie is your main point of contact if you have questions).
Thank you,
Charlie
Cresco Labs Option Exchange Program Frequently Asked Questions What is the Cresco Labs Option Exchange Program? This program is an offer for eligible employees (as defined below) to exchange out-of-the-money or “underwater” stock options for new Restricted Stock Units (RSUs). This new program only applies to option grants with exercise prices at or above $2.25 or an expiration date on or prior to September 30, 2030 granted to certain employees through Cresco Labs’s equity incentive plans. For this program to be consummated, it must be approved by shareholders. Shareholders will be voting on the program at an annual and special meeting in September. What are stock options? Stock options are long-term awards that lock in an exercise price for you to buy company stock later, regardless of how much the price changes between the time you receive them and when they vest. What are Restricted Stock Units (RSUs)? Each RSU represents the right to receive one Cresco common share when that RSU vests. These units vest in equal amounts over three years on the anniversary of the new award grant date The new grant date will be September 17, 2025. Why am I being offered the chance to exchange my current Cresco Labs options for new RSUs? Equity awards are an essential part of Cresco Labs’s total rewards program because we believe our employees should be owners of our long-term success as a company. The challenges in the cannabis industry and economy in recent years have flattened stock prices for all cannabis companies, including Cresco Labs. This means that many employees’ stock options have an exercise price that is well above Cresco Labs’s current share price (they are “underwater”). The Award Exchange Program allows employees to exchange certain stock options that are underwater for the same number of new RSUs. Who is eligible to participate in the Award Exchange Program? The program is open to executive officers, including the CEO, and other members of the senior leadership team, and (i) you hold certain underwater stock options that were granted through Cresco Labs equity incentive plans; (ii) you are a current employee of Cresco Labs when the program launches on August 20, 2025; and (iii) you are a current employee on September 17, 2025, when your surrendered options are canceled, and the new RSUs are granted to replace them, subject to shareholder approval of the Award Exchange Program. Advisers, consultants, contractors, and current or former directors are not eligible. What stock options are eligible to be exchanged? An eligible stock option is an outstanding Cresco Labs stock option that has not been exercised and: (i) is held by an eligible employee on August 20, 2025, and continues to be held through September 17, 2025 at 10:59 p.m. Central Time, when the program expires; (ii) was granted through Cresco Labs equity incentive plans; (iii) has a per-share exercise price greater than or equal to $2.25; or (iv) expires on or prior to September 30. 2030. Note, only unexercised stock options are eligible. If I choose to participate in the program, do I have to exchange all of my eligible options? No. If you hold more than one eligible equity grant, you may choose to participate in the program on a grant-by-grant basis, meaning that you do not have to exchange all of your grants. However, if you choose to exchange a grant, you must exchange all of the unexercised stock options that are part of that grant. How many new RSUs will I receive if I choose to exchange my grant? You will get one RSU for each Option exchanged. (continued) Exhibit 99.2
Cresco Labs Option Exchange Program Frequently Asked Questions (continued) Will my new RSUs have a different vesting schedule? Yes, all new RSUs exchanged are subject to a new vesting schedule, regardless of whether the stock options were vested or unvested at the time of exchange. The RSUs will have a new 3-year “graded” schedule, which means one third of the RSU grant will vest per year, regardless of the original stock option grant date. What if the options I exchanged were already vested? All new awards issued will be subject to the new vesting schedule, regardless of whether you exchanged vested or unvested options. The new RSUs will vest one third annually on the anniversary of the new award grant date. What is the timeline for the program? The Award Exchange Program is open August 20. 2025, and will expire September 17, at 10:59 p.m. Central Time, unless otherwise communicated. Eligible options properly exchanged through the program will be cancelled on September 17, 2025, and your new RSUs will be granted with the terms described above, subject to the receipt of shareholder approval of the exchange. You will receive your new RSU in the Siebert platform only after the exchange has been approved through a shareholder vote at Cresco Labs’s Annual General Meeting. This vote is expected to take place on September 16, 2025. If the shareholder approval is not obtained, then your current options will remain in effect. All options exchanged will be subject to review by Cresco Labs to confirm they were (i) eligible options and (ii) properly tendered. Do I have to participate in the Award Exchange Program? No. This program is completely voluntary. Your existing equity grants will remain with existing option prices if you take no action. The Award Exchange Program allows employees to exchange equity grants so that their equity is more aligned with the current stock price, with room to grow in value as the company’s stock price rises. However, Cresco Labs cannot provide financial, legal or tax advice, participation in the program is entirely your decision and at your discretion. Please speak with a financial advisor if you have questions about how this program will impact your unique financial circumstances. How do I participate in the Exchange Offer? First, educate yourself about the program by reviewing the resources here: Cresco Labs Option Exchange Program If you choose to participate, you will receive an e-mail on the opening day of the tender offer period in addition to a docusign with your eligible exchange information. Instructions and required acknowledgements on how to complete the exchange will be provided. The docusign email will come from "John Hammond via Docusign". Please review the documentation for more information and instructions on how to elect to participate, change a prior election, and withdraw your election before the end of the offering period. By participating in the program, you are confirming that you have read these materials. Can I withdraw previously tendered Eligible Options? Yes. You may withdraw your election of the grant at any time before the program expires September 17, 2025, at 10:59 p.m. Central Time, unless otherwise communicated. You are responsible for making sure that you complete and submit the change form through Docusign before the program expires. (continued)
Cresco Labs Option Exchange Program Frequently Asked Questions (continued) Does this program have tax implications? Generally no. Exchanging your options as we have it structured should not be a taxable event for U.S. federal income tax purposes. You should consult with your tax or financial advisor to determine the personal tax consequences of participating in the program. If you are subject to the tax laws of more than one country, you should be aware that there may be additional or different tax consequences that may apply to you. Cresco Labs cannot provide financial, legal or tax advice, and participation in the program is entirely your decision and at your discretion. Please speak with a financial advisor if you have questions about how this program will impact your unique financial circumstances. How do I receive the new RSUs? If you participate in the program, you will receive an email from equity@crescolabs.com that will direct you to go to Siebert Financial to review and accept your newly issued awards. The awards will be held at Siebert Financial. Please note that it may take a few weeks for you to receive this email and for the new RSUs to be reflected in your online Siebert account. Following the shareholder approval of the exchange, you will receive a communication letting you know when your account has been updated. Who should I contact with questions? If you have any questions, please email equity@crescolabs.com. Cresco Lab has not authorized any person to make any recommendation on its behalf as to whether or not you should surrender your eligible options for exchange pursuant to the Award Exchange Program. You should rely only on the information in these materials or in other documents to which the Company has referred you. The Company has not authorized any person to provide you with any information or to make any representation in connection with the Award Exchange Program other than the information and representations contained or referred to in these materials. If any person makes any recommendation or representation to you or provides you with any information, you should treat that recommendation, representation or information as not having been authorized by the Company. The Company is not conducting the Award Exchange Program in any jurisdiction in which participation in the Award Exchange Program by its employees is not permitted. However, the Company may, at its discretion, take any actions necessary to permit participation in the Award Exchange Program by employees in any of these jurisdictions. You should not assume that the information provided in this FAQ is accurate as of any date other than the date as of which it is shown, or if no date is otherwise indicated, the date of this letter. This FAQ summarizes various agreements, documents and other information. These summaries are qualified in their entirety by reference to the agreements, documents and information to which they relate. Neither the United States Securities and Exchange Commission (the SEC) nor any state or foreign securities commission has approved or disapproved of these securities or passed judgment upon the adequacy of the disclosures of any materials provided in connection with the Award Exchange Program. Any representation to the contrary is a criminal offense. You are advised to exercise caution in relation to the Award Exchange Program. If you are in any doubt about any of the contents of this FAQ or any documents provided in connection with the Award Exchange Program, you should obtain independent professional advice. This notice does not constitute an offer. The full terms of the Award Exchange Program are described in the Schedule TO-I and accompanying documents, which you may access on our website at https://investors.crescolabs.com/financials/ sec-filings or through the SEC website at www.sec.gov.