TSNDF · TerrAscend Corp. · Insider Trading

The option vests in four equal annual installments beginning on the first anniversary of the grant date.

See remarks.

At the annual general meeting of shareholders (AGM) on June 24, 2025, the shareholders approved the modification of previously-granted options held by employees including the Reporting Person such that, conditional on the Reporting Person's continued employment with the Company for a period of at least 12 months (the "Amendment Service Requirement") from June 24, 2025 (the "Amendment Date"), the original exercise price of such options would be modified to $0.26 per common share (the "Market Price"), calculated as the volume weighted average trading price of the Common Shares on the TSX for the five trading days immediately preceding the Amendment Date.

On June 24, 2026, the Amendment Service Requirement was satisfied and the original exercise price of the options was automatically modified to the Market Price. All other terms and conditions of the option, including the expiration date, remain unmodified, including the vesting terms as set forth in the Issuer's definitive proxy statement filed on April 28, 2025.

This Form 4 is being filed by JW Asset Management, LLC (the "Advisor") on behalf of itself and JW Partners, LP ("JWP"), JW GP, LLC (the "General Partner"), and Jason G. Wild ("Wild" and, together with the Advisor, JWP, and the General Partner, the "Reporting Persons"). The Advisor serves as the investment advisor of JWP. The General Partner serves as general partner to JWP. Wild is the managing member of the Advisor and the General Partner. Wild is the Trustee for the Wild Family Foundation and the Howard Wild 2012 Grandchildren's Trust.

See remarks.

See remarks.

See remarks.

See remarks.

See remarks.

See remarks.

At the annual general meeting of shareholders (AGM) on June 24, 2025, the shareholders approved the modification of previously-granted options held by employees including the Reporting Person such that, conditional on the Reporting Person's continued employment with the Company for a period of at least 12 months (the "Amendment Service Requirement") from June 24, 2025 (the "Amendment Date"), the original exercise price of such options would be modified to $0.26 per common share (the "Market Price"), calculated as the volume weighted average trading price of the Common Shares on the TSX for the five trading days immediately preceding the Amendment Date.

On June 24, 2026, the Amendment Service Requirement was satisfied and the original exercise price of the options was automatically modified to the Market Price. All other terms and conditions of the option, including the expiration date, remain unmodified, including the vesting terms as set forth in the Issuer's definitive proxy statement filed on April 28, 2025.

This Form 4 is being filed by JW Asset Management, LLC (the "Advisor") on behalf of itself and JW Partners, LP ("JWP"), JW GP, LLC (the "General Partner"), and Jason G. Wild ("Wild" and, together with the Advisor, JWP, and the General Partner, the "Reporting Persons"). The Advisor serves as the investment advisor of JWP. The General Partner serves as general partner to JWP. Wild is the managing member of the Advisor and the General Partner. Wild is the Trustee for the Wild Family Foundation and the Howard Wild 2012 Grandchildren's Trust.

See remarks.

See remarks.

At the annual general meeting of shareholders (AGM) on June 24, 2025, the shareholders approved the modification of previously-granted options held by employees including the Reporting Person such that, conditional on the Reporting Person's continued employment with the Company for a period of at least 12 months (the "Amendment Service Requirement") from June 24, 2025 (the "Amendment Date"), the original exercise price of such options would be modified to $0.26 per common share (the "Market Price"), calculated as the volume weighted average trading price of the Common Shares on the TSX for the five trading days immediately preceding the Amendment Date.

On June 24, 2026, the Amendment Service Requirement was satisfied and the original exercise price of the options was automatically modified to the Market Price. All other terms and conditions of the option, including the expiration date, remain unmodified, including the vesting terms as set forth in the Issuer's definitive proxy statement filed on April 28, 2025.

This Form 4 is being filed by JW Asset Management, LLC (the "Advisor") on behalf of itself and JW Partners, LP ("JWP"), JW GP, LLC (the "General Partner"), and Jason G. Wild ("Wild" and, together with the Advisor, JWP, and the General Partner, the "Reporting Persons"). The Advisor serves as the investment advisor of JWP. The General Partner serves as general partner to JWP. Wild is the managing member of the Advisor and the General Partner. Wild is the Trustee for the Wild Family Foundation and the Howard Wild 2012 Grandchildren's Trust.

At the annual general meeting of shareholders (AGM) on June 24, 2025, the shareholders approved the modification of previously-granted options held by employees including the Reporting Person such that, conditional on the Reporting Person's continued employment with the Company for a period of at least 12 months (the "Amendment Service Requirement") from June 24, 2025 (the "Amendment Date"), the original exercise price of such options would be modified to $0.26 per common share (the "Market Price"), calculated as the volume weighted average trading price of the Common Shares on the TSX for the five trading days immediately preceding the Amendment Date.

On June 24, 2026, the Amendment Service Requirement was satisfied and the original exercise price of the options was automatically modified to the Market Price. All other terms and conditions of the option, including the expiration date, remain unmodified, including the vesting terms as set forth in the Issuer's definitive proxy statement filed on April 28, 2025.

This Form 4 is being filed by JW Asset Management, LLC (the "Advisor") on behalf of itself and JW Partners, LP ("JWP"), JW GP, LLC (the "General Partner"), and Jason G. Wild ("Wild" and, together with the Advisor, JWP, and the General Partner, the "Reporting Persons"). The Advisor serves as the investment advisor of JWP. The General Partner serves as general partner to JWP. Wild is the managing member of the Advisor and the General Partner. Wild is the Trustee for the Wild Family Foundation and the Howard Wild 2012 Grandchildren's Trust.

See remarks.

See remarks.

See remarks.

Represents secured convertible debentures (the "Debentures") of TerrAscend Corp. (the "Company") having an aggregate principal amount of $1,000,000, purchased by the Reporting Person at a purchase price of $1,000 per Debenture in a private placement that closed on June 23, 2026. The Debentures mature on September 30, 2031 and bear interest at 8.00% per annum, payable quarterly in arrears in cash, provided that the Company may elect to pay all or any portion of such interest in kind by capitalizing it as additional principal. The Debentures are convertible at a conversion price of $0.87 per share pursuant to the terms set forth in the Debentures, as may be adjusted pursuant to the terms of the Debentures.

Calculated based on the $1,000,000 aggregate principal amount of Debentures divided by the $0.87 conversion price.

The option vests in four equal annual installments beginning on the first anniversary of the grant date.

Shares were withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the settlement of restricted share units pursuant to an equity plan administered by the Issuer.

Shares were withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the settlement of restricted share units pursuant to an equity plan administered by the Issuer.

Shares were withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the settlement of restricted share units pursuant to an equity plan administered by the Issuer.

Shares were withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the settlement of restricted share units pursuant to an equity plan administered by the Issuer.

Shares were withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the settlement of RSUs pursuant to an equity plan administered by the Issuer.

Shares were withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the settlement of RSUs pursuant to an equity plan administered by the Issuer.

Represents an award of restricted share units ("RSUs"), which shall vest in equal annual installments over a four-year period commencing on April 3, 2026. The vesting of the RSUs is subject to the Reporting Person's continuous service through each such vesting date.

Represents an award of restricted share units ("RSUs"), which shall vest in equal annual installments over a four-year period commencing on April 3, 2026. The vesting of the RSUs is subject to the Reporting Person's continuous service through each such vesting date.

Shares were withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the settlement of restricted share units pursuant to an equity plan administered by the Issuer.

The shares reported as dispositions were originally purchased in open market transactions between November 18, 2021 and March 21, 2022 at prices ranging from $5.53 to $6.30 per share, inclusive, and are being sold for tax reasons. An aggregate of 1,041,021 shares were purchased in multiple transactions at prices ranging from $0.37 to $0.43, inclusive, on May 13, 2025, and as such, the Reporting Person expects to hold approximately the same number of shares at a lower tax basis at the end of the current fiscal year compared to the prior year.

The price reported in Column 4 is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $0.4322 to $0.4528, inclusive. The Reporting Person undertakes to provide to TerrAscend, any security holder of TerrAscend, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (3) to this Form 4.

The shares reported as dispositions were originally purchased in open market transactions between November 18, 2021 and March 21, 2022 at prices ranging from $5.53 to $6.30 per share, inclusive, and are being sold for tax reasons. An aggregate of 1,041,021 shares were purchased in multiple transactions at prices ranging from $0.37 to $0.43, inclusive, on May 13, 2025, and as such, the Reporting Person expects to hold approximately the same number of shares at a lower tax basis at the end of the current fiscal year compared to the prior year.

The price reported in Column 4 is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $0.4047 to $0.4202, inclusive. The Reporting Person undertakes to provide to TerrAscend, any security holder of TerrAscend, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (2) to this Form 4.

The amount of 8,415,414 in item 4 of Table I reflects the 8,415,414 Common Shares indirectly disposed of by the Advisor, the General Partner and Wild through two advised investment vehicles distributing such Common Shares to their investors, in one case because of dissolution and termination of that investment vehicle, and in the other case to facilitate planned redemption of the distributees' respective interests in the investment vehicle, requiring the filing of this statement. The distributions effectively lowered the holdings of certain Reporting Persons in the Issuer's Common Shares and were offered to all investors in both advised investment vehicles. Wild, who held investments in both advised investment vehicles, received a distribution as part of this transaction in the amount of 6,300,567 Common Shares. All other Reporting Persons received no distributions from either investment vehicles as part of this transaction.

In accordance with Instruction 4(b)(iv) of Form 4, the entire amount of the Issuer's securities held by the Reporting Persons is reported herein. While a total of 14,715,981 Common Shares were distributed by the two investment vehicles in this transaction, 6,300,567 of those Common Shares were distributed to Wild and are therefore retained by the Reporting Persons. Accordingly, the amount of 8,415,414 Common Shares indirectly disposed of represents the net amount of Common Shares distributed to investors who are unaffiliated with the Reporting Persons. Each of the Advisor, Wild and the General Partner, disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of its or his indirect pecuniary interest therein, and this report shall not be deemed an admission that either the Advisor, Wild or the General Partner are the beneficial owner of such securities for purposes of Section 16 or for any other purposes.

This Form 4 is being filed by JW Asset Management, LLC (the "Advisor") on behalf of itself and JW Partners, LP ("JWP"), JW GP, LLC (the "General Partner"), and Jason G. Wild ("Wild" and, together with the Advisor, JWP, and the General Partner, the "Reporting Persons"). The Advisor serves as the investment advisor of JWP. The General Partner serves as general partner to JWP. Wild is the managing member of the Advisor and the General Partner. Wild is the Trustee for the Wild Family Foundation and the Howard Wild 2012 Grandchildren's Trust.

The amount of 83,940,245 in item 5 of Table I includes 10,916,914 direct non-derivative securities beneficially owned by Wild, including the RSUs previously reported.

Represents shares sold to cover tax withholding obligations in connection with the vesting of restricted share units pursuant to an equity plan administered by the Issuer, upon the resignation of the Reporting Person.

These shares represent a restricted share unit ("RSU") award for service as a director of the Issuer. The shares underlying the RSUs will vest in full on December 31, 2025, subject to the Reporting Person's continuous service with the Issuer as of the vesting date.

These shares represent a restricted share unit ("RSU") award for service as a director of the Issuer. The shares underlying the RSUs will vest in full on December 31, 2025, subject to the Reporting Person's continuous service with the Issuer as of the vesting date.

These shares represent a restricted share unit ("RSU") award for service as a director of the Issuer. The shares underlying the RSUs will vest in full on December 31, 2025, subject to the Reporting Person's continuous service with the Issuer as of the vesting date.

The price of 0 was filled in item 4 of Table I because the 1,364,423 RSUs were an annual grant for Wild's service as a director of the Issuer. The shares underlying the RSUs will vest in full on 12/31/2025, subject to Wild's continuous service with the Issuer as of the vesting date.

This Form 4 is being filed by JW Asset Management, LLC (the "Advisor") on behalf of itself and JW Partners, LP ("JWP"), JW GP, LLC (the "General Partner"), and Jason G. Wild ("Wild" and, together with the Advisor, JWP, and the General Partner, the "Reporting Persons"). The Advisor serves as the investment advisor of JWP. The General Partner serves as general partner to JWP. Wild is the managing member of the Advisor and the General Partner. Wild is the Trustee for the Wild Family Foundation and the Howard Wild 2012 Grandchildren's Trust.

The amount of 1,364,423 in item 4 of Table I reflect the 1,364,423 restricted share units ("RSUs") granted by the Issuer to Wild as director compensation requiring the filing of this statement. In accordance with Instruction 4(b)(iv) of Form 4, the entire amount of the Issuer's securities held by the Reporting Persons is reported herein. Each of the Advisor, Wild and the General Partner, disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of its or his indirect pecuniary interest therein, and this report shall not be deemed an admission that either the Advisor, Wild or the General Partner are the beneficial owner of such securities for purposes of Section 16 or for any other purposes

The amount of 92,355,659 in item 5 of Table I includes 4,616,347 direct non-derivative securities beneficially owned by Wild, including the RSUs previously reported.

These shares represent a restricted share unit ("RSU") award for service as a director of the Issuer. The shares underlying the RSUs will vest in full on December 31, 2025, subject to the Reporting Person's continuous service with the Issuer as of the vesting date.

On June 23, 2025, an aggregate of 400,001 warrants held by the Reporting Persons, with exercise prices substantially in excess of the market value of the Common Shares, expired and were forfeited, because the Reporting Persons did not exercise their purchase rights under those warrants.

The exercise price of the warrants was $1.95.

This Form 4 is being filed by JW Asset Management, LLC (the "Advisor") on behalf of itself and JW Partners, LP ("JWP"), JW GP, LLC (the "General Partner"), and Jason G. Wild ("Wild" and, together with the Advisor, JWP, and the General Partner, the "Reporting Persons"). The Advisor serves as the investment advisor of JWP. The General Partner serves as general partner to JWP. Wild is the managing member of the Advisor and the General Partner. Wild is the Trustee for the Wild Family Foundation and the Howard Wild 2012 Grandchildren's Trust.

On June 23, 2025, an aggregate of 400,001 warrants held by the Reporting Persons, with exercise prices substantially in excess of the market value of the Common Shares, expired and were forfeited, because the Reporting Persons did not exercise their purchase rights under those warrants.

The exercise price of the warrants was $1.95.

This Form 4 is being filed by JW Asset Management, LLC (the "Advisor") on behalf of itself and JW Partners, LP ("JWP"), JW GP, LLC (the "General Partner"), and Jason G. Wild ("Wild" and, together with the Advisor, JWP, and the General Partner, the "Reporting Persons"). The Advisor serves as the investment advisor of JWP. The General Partner serves as general partner to JWP. Wild is the managing member of the Advisor and the General Partner. Wild is the Trustee for the Wild Family Foundation and the Howard Wild 2012 Grandchildren's Trust.

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.37 to $0.43, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

Shares were withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the settlement of restricted share units pursuant to an equity plan administered by the Issuer.

Shares were withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the settlement of restricted share units pursuant to an equity plan administered by the Issuer.

Shares were withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the settlement of restricted share units pursuant to an equity plan administered by the Issuer.

Shares were withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the settlement of restricted share units pursuant to an equity plan administered by the Issuer.

Shares were withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the settlement of restricted share units pursuant to an equity plan administered by the Issuer.

Shares were withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the settlement of restricted share units pursuant to an equity plan administered by the Issuer.

Shares were withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the settlement of restricted share units pursuant to an equity plan administered by the Issuer.

These shares represent a restricted share unit ("RSU") award, which shall vest in equal annual installments over a four-year period commencing on April 4, 2025. The vesting of the RSUs is subject to the Reporting Person's continuous service through each such vesting date.

These shares represent a restricted share unit ("RSU") award, which shall vest in equal annual installments over a four-year period commencing on April 4, 2025. The vesting of the RSUs is subject to the Reporting Person's continuous service through each such vesting date.

These shares represent a restricted share unit ("RSU") award, which shall vest in equal annual installments over a four-year period commencing on April 4, 2025. The vesting of the RSUs is subject to the Reporting Person's continuous service through each such vesting date.