SNDL Inc SC TO-C, filed Oct 28, 2026
SNDL Inc. (SNDL)
SNDL Inc. announced a potential substantial issuer bid of up to $50 million at no more than USD$1.35 per share; the tender offer has not commenced and may not proceed on the described terms or at all. AI summary
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
SNDL INC.
(Name of Subject Company (Issuer))
SNDL INC.
(Names of Filing Persons (Issuer and Offeror))
Common Shares, no par value
(Title of Class of Securities)
83307B101
(CUSIP Number of Class of Securities)
Matthew Husson
General Counsel & Corporate Secretary, SNDL Inc.
#101, 17220 Stony Plain Road NW
Edmonton, Alberta T5S 1K6
Tel.: (780) 944-9994
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
With copies to:
Ryan Robski
Allen Overy Shearman Sterling US LLP
199 Bay Street, Suite 4405
Toronto, Ontario M5L 1E8
| ☒ | 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) |
FORWARD-LOOKING STATEMENTS
Certain statements herein, other than statements of historical fact, are “forward-looking statements”. Such forward-looking statements may include, without limitation, statements about the expected tender offer, including the value of common shares that we expect to offer to purchase in the tender offer, the price at which we expect to offer to purchase such common shares, and whether we actually commence and consummate the tender offer as planned or at all. SNDL Inc. (the “Company”) has identified some of these forward-looking statements with words such as “anticipates,” “believes,” “expects,” “estimates,” “is likely,” “predicts,” “projects,” “forecasts,” “may,” “will,” “should,” and “intends,” and the negative of these words or other comparable terminology. These forward-looking statements are based on SNDL’s current expectations, estimates, projections, and assumptions as of the date such statements are made and are subject to risks and uncertainties that may cause results to differ materially from those expressed or implied in the forward-looking statements. Please see “Risk Factors” in the Company’s annual information form dated March 11, 2026, filed as Exhibit 99.1 to the Company’s annual report on Form 40-F for the year ended December 31, 2025, and the risk factors included in the Company’s other public disclosure documents, including its management’s discussion and analysis furnished on Form 6-K, for a discussion of the material risk factors that could cause actual results to differ materially from the forward-looking statements. These documents are available under the Company’s profile on SEDAR+ at www.sedarplus.ca, on the website of the Securities and Exchange Commission (the “SEC”) at www.sec.gov and on the Company’s website at www.sndl.com/financials/sec-filings/. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
The tender offer described in this communication has not yet commenced, and there can be no assurances that the Company will commence the tender offer on the terms described in this communication or at all. On the commencement date of the tender offer, the Company will file a tender offer statement on Schedule TO, including an offer to purchase and accompanying issuer bid circular, letter of transmittal and other tender offer materials, with the SEC and applicable Canadian securities regulatory authorities. The tender offer will only be made pursuant to the offer to purchase and accompanying issuer bid circular, the related letter of transmittal and the other tender offer materials filed as part of the Schedule TO. Shareholders are urged to carefully read the offer to purchase and accompanying issuer bid circular, the related letter of transmittal and the other tender offer materials filed as part of the Schedule TO (and any amendment or supplement thereto) if and when they become available because they will contain important information, including the various terms of, and conditions to, the tender offer, that shareholders should consider before making any decision regarding tendering their common shares. If and when the tender offer commences, shareholders will be able to obtain a free copy of the tender offer statement on Schedule TO, including an offer to purchase and accompanying issuer bid circular, letter of transmittal and other materials that the Company will be filing with the SEC at the SEC’s website at www.sec.gov and on SEDAR+ at www.sedarplus.ca.
This communication is for informational purposes only, is not a recommendation to buy or sell the Company’s common shares and does not constitute an offer to buy or the solicitation to sell the Company’s common shares.
| ITEM 12. | EXHIBITS. |
| 99.1 | Excerpts from Third Quarter 2026 Investor Presentation, dated October 27, 2026 | |
| 99.2 | Excerpts from Third Quarter 2026 Conference Call Presentation, dated October 27, 2026 | |
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.
Date: October 27, 2026
| SNDL INC. | ||
| By: | /s/ Matthew Husson | |
| Name: Matthew Husson | ||
| Title: General Counsel & Corporate Secretary | ||
Exhibit 99.1
Q3 2026 Company Highlights IMPROVEMENTS IN UNDERLING PERFORMANCE Record quarterly and positive year-to-date free cash flow (partially driven by initial onetime contributions from the captive insurance dissolution). Record quarterly Cannabis Retail revenue and record gross margins in both Liquor and Cannabis Retail. Cannabis Operations remained challenged ACCELERATE SHARE REPURCHASES STRATEGIC INVESTMENTS IN USA Increased indirect equity and debt ownership in Parallel and funded investments in a new cultivation facility to enhance Parallel’s cost structure; as we explore feasibility to transition to direct ownership and consolidation Third Quarter Financial Results IMPROVEMENTS IN UNDERLING PERFORMANCE Record quarterly and positive year-to-date free cash flow (partially driven by initial one-time contributions from the captive insurance dissolution). Record quarterly Cannabis Retail revenue and record gross margins in both Liquor and Cannabis Retail. Cannabis Operations remained challenged Continued share repurchases adding up to >23 million shares year-to-date, equivalent to ~9% of shares outstanding at the start of 2026, alongside recently announced potential $50 million substantial issuer bid (SIB)
Exhibit 99.2
Q3 2026 Company Highlights IMPROVEMENTS IN UNDERLING PERFORMANCE Record quarterly and positive year-to-date free cash flow (partially driven by initial onetime contributions from the captive insurance dissolution). Record quarterly Cannabis Retail revenue and record gross margins in both Liquor and Cannabis Retail. Cannabis Operations remained challenged ACCELERATE SHARE REPURCHASES Continued share repurchases adding up to >23 million shares year-to-date, equivalent to ~9% of shares outstanding at the start of 2026, alongside recently announced potential $50 million substantial issuer bid (SIB) STRATEGIC INVESTMENTS IN USA Increased indirect equity and debt ownership in Parallel and funded investments in a new cultivation facility to enhance Parallel’s cost structure; as we explore feasibility to transition to direct ownership and consolidation Third Quarter Financial Results
Share Repurchase Program Returning capital to shareholders while maintaining balance sheet flexibility, announced a potential substantial issuer bid (SIB) for an aggregate price of up to $50 million at a price per share not exceeding USD$1.35 $100 Million Authorization Up to 10% of public float during program year (*) 8% Share Reduction Since Q4 2024 Accretive to EPS Program Execution since Q4’24 • Number of Shares repurchased 33.8 Million • Repurchased value (CAD) $73.2 Million • Average price per share (USD) $1.54 Share Repurchase Program $100 Million Authorization Up to 10% of public float during program year (*) 8% Share Reduction Since Q4 2024 Accretive to EPS Share Repurchases ✓ Enhances shareholder returns through disciplined capital allocation ✓ Offsets dilution from employee equity compensation ✓ Executed opportunistically subject to market conditions # of Shares (Millions) $ CAD (Millions) Avg. Price (USD) Q4’24 5.0 $13.1M $1.84 2025 5.9 $15.1M $1.79 H1’26 16.2 $32.8M $1.46 Q3’26 5.4 $10.0M $1.31 Oct’26 1.5 $2.6M $1.25 Total 34.0 $73.5M $1.54 (*) SNDL has reached the maximum of 5% repurchase limit in NASDAQ under the Share Repurchase Program, and can continue in the CSE for up to 10% (~24.5 million shares)