Jushi Holdings Inc 10-Q for FY2026 Q3
Jushi Holdings Inc. (JUSH)
10-Q
2026-10-28
For: 2026-09-30
View Original
Added on
October 28, 2026
About this 10-Q
Jushi Holdings Inc filed this 10-Q on October 28, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Jushi Holdings Inc. reported nine-month 2026 revenue of $208,204, up 7%, and gross profit of $93,741, up 10%. It refinanced debt with a $160,000 2026 Term Loan bearing 12.5% interest and maturing in March 2029. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $70.48M
- up 7.3% from $65.68M a year earlier
- Net loss
- $12.52M
- compared with a net loss of $23.69M a year earlier
- Diluted EPS
- -$0.06
- compared with -$0.12 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________
FORM 10-Q
________________________________
(Mark One)
For the quarterly period ended September 30, 2026
or
For the transition period from to
Commission File Number 000-56468
(Exact name of registrant as specified in its charter)
________________________________________________________________________________________________
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | |||||||||||||
(Address of principal executive offices) | ( (Registrant’s telephone number, including area code) | (Zip Code) | ||||||||||||
Not Applicable (Former name, former address and former fiscal year, if changed since last report.) | ||||||||||||||
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
N/A | N/A | N/A | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No □
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No □
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||||||||||
| ☒ | Smaller reporting company | |||||||||||||
Emerging growth company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. □
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of October 22, 2026, the registrant had 199,708,263 shares of Common Stock outstanding.
JUSHI HOLDINGS INC.
Table of Contents
For the quarterly period ended September 30, 2026
Part I | Page | ||||||||||
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this “report”) may contain “forward-looking statements” and “forward‐looking information” within the meaning of applicable securities laws, including Canadian securities legislation and United States (“U.S.”) securities legislation (collectively, “forward-looking information”) which are based upon the Company’s current internal expectations, estimates, projections, assumptions and beliefs. All information, other than statements of historical facts, included in this report that address activities, events or developments that the Company expects or anticipates will or may occur in the future constitutes forward‐looking information. Forward‐looking information is often identified by the words, “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions and includes, among others, information regarding: future business strategy; competitive strengths, goals, expansion and growth of the Company’s business, operations and plans, including new revenue streams; the refinancing or securing other sources of liquidity to meet debt repayment obligations; the integration and benefits of recently acquired businesses or assets; roll out of new operations; the implementation by the Company of certain product lines; the implementation of certain research and development; the application for additional licenses and the grant of licenses that will be or have been applied for; the expansion or construction of certain facilities; the reduction in the number of our employees; the expansion into additional U.S. and international markets; any potential future legalization of adult use and/or medical marijuana under U.S. federal law; expectations of market size and growth in the U.S. and the states in which the Company operates; expectations for other economic, business, regulatory and/or competitive factors related to the Company or the cannabis industry generally; and other events or conditions that may occur in the future.
Readers are cautioned that forward‐looking information is not based on historical facts but instead is based on reasonable assumptions and estimates of the management of the Company at the time they were provided or made and such information involves known and unknown risks, uncertainties, including our ability to continue as a going concern, and other factors that may cause the actual results, level of activity, performance or achievements of the Company, as applicable, to be materially different from any future results, performance or achievements expressed or implied by such forward‐looking information. Such factors include, among others: the benefits and timeline for consummating the Continuance; the limited operating history of the industry and the Company; risks related to managing the growth of the Company including completed, pending or future acquisitions or dispositions, including potential future impairment of goodwill or intangibles acquired and/or post-closing disputes; risks related to the continued performance, expansion and/or optimization of existing operations; risks related to capitalizing on Virginia's transition to an adult-use cannabis market; risks related to the anticipated openings of additional dispensaries or relocation of existing dispensaries subject to licensing approval; the Company’s historical operating losses and negative operating cash flows; increasing competition in the industry; risks inherent in an agricultural business, such as the effects of natural disasters; reliance on the expertise and judgment of senior management of the Company; risks associated with cannabis products manufactured for human consumption including potential product recalls; limited research and data relating to cannabis; constraints on marketing products; risk of litigation; insurance-related risks; public opinion and perception of the cannabis industry; risks related to the economy generally; fraudulent activity by employees, contractors and consultants; risks relating to the Company’s current amount of indebtedness; risks related to not being able to reduce or refinance its debt obligations; risks related to litigation or other disputes; reliance on key inputs, suppliers and skilled labor, and third party service provider contracts; reliance on manufacturers and contractors; risks of supply shortages or supply chain disruptions; risks relating to pandemics and forces of nature; risks related to the enforceability of contracts; risks related to inflation, the rising cost of capital, and stock market instability; risks relating to U.S. regulatory landscape and enforcement related to cannabis, including political risks; risks relating to anti‐money laundering laws and regulation; cannabis-related tax risks and challenges from governmental authorities with respect to the Company’s application for Employee Retention Tax Credits (ERTC); other governmental and environmental regulation; risks related to proprietary intellectual property and potential infringement by third parties; sales of a significant amount of shares by existing shareholders; the limited market for securities of the Company; risks relating to the need to raise additional capital either through debt or equity financing; costs associated with the Company being a publicly-traded company and a U.S. and Canadian filer; risks related to co‐investment with parties with different interests to the Company; conflicts of interest and related party transactions; cybersecurity risks; and risks related to the Company’s critical accounting policies and estimates. Refer to Part I - Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on March 31, 2026, for more information.
Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such forward‐looking information will prove to be accurate as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on the forward‐looking information contained in this report or other forward-looking statements made by the Company. Forward‐looking information is provided and made as of the date of this Quarterly Report on Form 10-Q and the Company does not undertake any obligation to revise or update any forward‐looking information or statements other than as required by applicable law.
Unless the context requires otherwise, references in this report to “Jushi,” “Company,” “we,” “us” and “our” refer to Jushi Holdings Inc. and our subsidiaries.
PART I - FINANCIAL INFORMATION
1Item 1. Financial Statements
JUSHI HOLDINGS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands of U.S. dollars, except share amounts)
| September 30, 2026 (unaudited) | December 31, 2025 | ||||||||||||||||
| ASSETS | |||||||||||||||||
| CURRENT ASSETS: | |||||||||||||||||
| Cash and cash equivalents | $ | $ | |||||||||||||||
| Accounts receivable, net | |||||||||||||||||
Inventories, net | |||||||||||||||||
| Prepaid expenses and other current assets | |||||||||||||||||
| Total current assets | |||||||||||||||||
| NON-CURRENT ASSETS: | |||||||||||||||||
| Property, plant and equipment, net | |||||||||||||||||
| Right-of-use assets - finance leases | |||||||||||||||||
| Other intangible assets, net | |||||||||||||||||
| Goodwill | |||||||||||||||||
Other non-current assets | |||||||||||||||||
| Restricted cash - non-current | |||||||||||||||||
| Total non-current assets | |||||||||||||||||
| Total assets | $ | $ | |||||||||||||||
LIABILITIES AND EQUITY (DEFICIT) | |||||||||||||||||
| CURRENT LIABILITIES: | |||||||||||||||||
| Accounts payable | $ | $ | |||||||||||||||
| Accrued expenses and other current liabilities | |||||||||||||||||
| Income tax payable | |||||||||||||||||
Debt, net - current portion | |||||||||||||||||
| Finance lease obligations - current | |||||||||||||||||
Derivative liabilities - current | |||||||||||||||||
| Total current liabilities | |||||||||||||||||
| NON-CURRENT LIABILITIES: | |||||||||||||||||
Debt, net - non-current (including related party principal amounts of $ | |||||||||||||||||
| Finance lease obligations - non-current | |||||||||||||||||
Derivative liabilities - non-current | |||||||||||||||||
Unrecognized tax benefits (including interest and penalties of $ | |||||||||||||||||
| Other liabilities - non-current | |||||||||||||||||
| Total non-current liabilities | |||||||||||||||||
| Total liabilities | |||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Note 16) | |||||||||||||||||
EQUITY (DEFICIT): | |||||||||||||||||
Subordinate Voting Shares (as converted); no par value; unlimited authorized. | |||||||||||||||||
Common Stock: $ | |||||||||||||||||
Preferred Stock: $ | |||||||||||||||||
| Paid-in capital | |||||||||||||||||
| Accumulated deficit | ( | ( | |||||||||||||||
Total deficit | ( | ( | |||||||||||||||
| Total liabilities and equity (deficit) | $ | $ | |||||||||||||||
1
JUSHI HOLDINGS INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands of U.S. dollars, except share and per share amounts)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| REVENUE, NET | $ | $ | $ | $ | |||||||||||||||||||
| COST OF GOODS SOLD | ( | ( | ( | ( | |||||||||||||||||||
| GROSS PROFIT | |||||||||||||||||||||||
| OPERATING EXPENSES | |||||||||||||||||||||||
| Selling, general and administrative | |||||||||||||||||||||||
| Impairment and other asset-related gains/losses, net | ( | ||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| INCOME FROM OPERATIONS | |||||||||||||||||||||||
| OTHER INCOME (EXPENSE): | |||||||||||||||||||||||
| Interest expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Fair value gain (loss) on derivatives | ( | ( | |||||||||||||||||||||
| Other, net | ( | ( | |||||||||||||||||||||
| Total other income (expense), net | ( | ( | ( | ( | |||||||||||||||||||
| LOSS BEFORE INCOME TAX | ( | ( | ( | ( | |||||||||||||||||||
| Income tax expense | ( | ( | ( | ( | |||||||||||||||||||
| NET LOSS | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| LOSS PER SHARE - BASIC AND DILUTED | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Weighted average shares outstanding - basic and diluted | |||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
JUSHI HOLDINGS INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIT)
(in thousands of U.S. dollars, except share amounts)
| Nine Months Ended September 30, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Subordinate Voting Shares (as converted) | Common Stock | Paid-In Capital | Accumulated Deficit | Total Jushi Shareholders' Equity (Deficit) | Non-Controlling Interests | Total Equity (Deficit) | ||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balances - January 1, 2026 | $ | $ | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||||||||||||||
| Share-based compensation (including related parties) | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Balances - March 31, 2026 | $ | $ | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||||||||||||||
| Share-based compensation (including related parties) | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Shares issued upon exercise of stock options | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Balances - June 30, 2026 | $ | $ | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||||||||||||||
| Subordinate Voting Shares (as converted) exchanged for Common Stock | ( | ( | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation (including related parties) | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Shares issued upon exercise of stock options | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Balances - September 30, 2026 | $ | $ | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||||||||||||||
Nine Months Ended September 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Subordinate Voting Shares (as converted) | Common Stock | Paid-In Capital | Accumulated Deficit | Total Jushi Shareholders' Equity (Deficit) | Non-Controlling Interests | Total Equity (Deficit) | ||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balances - January 1, 2025 | $ | $ | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||||||||||||||
| Share-based compensation (including related parties) | — | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Reclassification of warrants | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Recognition of non-controlling interest in acquisition | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Balances - March 31, 2025 | $ | $ | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||||||||||||||
| Share-based compensation (including related parties) | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
Net loss | — | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Balances - June 30, 2025 | $ | $ | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||||||||||||||
| Share-based compensation (including related parties) | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Non-controlling interest paid in acquisition | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
Net loss | — | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Balances - September 30, 2025 | $ | $ | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||||||||||||||
3
JUSHI HOLDINGS INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands of U.S. dollars)
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||
| Net loss | $ | ( | $ | ( | |||||||
Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||||||
Depreciation and amortization, including amounts in cost of goods sold | |||||||||||
| Share-based compensation | |||||||||||
| Fair value changes in derivatives | ( | ||||||||||
Non-cash interest expense, including amortization of deferred financing costs | |||||||||||
| Deferred income taxes and uncertain tax positions | |||||||||||
Loss on debt extinguishment/modification | |||||||||||
| Asset impairment | |||||||||||
| Loss (gain) on asset disposals | ( | ||||||||||
Other non-cash items, net(1) | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | ( | ||||||||||
| Inventory | ( | ( | |||||||||
Prepaid expenses and other current and non-current assets | |||||||||||
| Accounts payable, accrued expenses and other current liabilities | |||||||||||
Net cash flows provided by operating activities | |||||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||
| Payments for property, plant and equipment | ( | ( | |||||||||
Investments in intangible assets | ( | ( | |||||||||
| Proceeds from sale of assets | |||||||||||
Net cash flows used in investing activities | ( | ( | |||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||
Proceeds from Debt, net | |||||||||||
| Proceeds from exercise of options | |||||||||||
Debt principal paid | ( | ( | |||||||||
Payments of finance leases | ( | ( | |||||||||
| Payments of loan financing costs | ( | ||||||||||
Payments of other financing activities | ( | ( | |||||||||
Net cash flows provided by financing activities | |||||||||||
| NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | |||||||||||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD | |||||||||||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD | $ | $ | |||||||||
(1) For the nine months ended September 30, 2026, Other non-cash items, net includes $ | |||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. | |||||||||||
4
JUSHI HOLDINGS INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(In thousands of U.S. dollars)
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| SUPPLEMENTAL CASH FLOW INFORMATION: | |||||||||||
| Cash paid for interest (excluding capitalized interest) | $ | $ | |||||||||
| Cash paid for income taxes | $ | $ | |||||||||
| NON-CASH INVESTING AND FINANCING ACTIVITIES: | |||||||||||
| Capital expenditures | $ | $ | |||||||||
Right-of-use assets from finance lease liabilities | $ | $ | |||||||||
| Issuance of promissory notes for acquisitions | $ | $ | |||||||||
Warrants issued for Second Lien Notes | $ | $ | |||||||||
Financed insurance premiums | $ | $ | |||||||||
| Property, plant and equipment from finance lease liabilities | $ | $ | |||||||||
| 2026 Term Loan used to settle Second Lien Notes and 2024 Term Loan, and refinancing fees | $ | $ | |||||||||
Debt Original Issue Discount | $ | $ | |||||||||
| Mortgage loans used for capital expenditures | $ | $ | |||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
JUSHI HOLDINGS INC. Notes to the Unaudited Condensed Consolidated Financial Statements (Amounts Expressed in Thousands of U.S. dollars, Except Share and Per Share Amounts) | | ||||
1. NATURE OF OPERATIONS | ||
Jushi Holdings Inc. (the “Company” or “Jushi”) is incorporated in the State of Nevada. The Company is a vertically integrated, multi-state cannabis operator engaged in retail, distribution, cultivation, and processing in both medical and adult-use markets. As of September 30, 2026, Jushi, through its subsidiaries, owns or manages cannabis operations and/or holds licenses in the adult-use and/or medicinal cannabis marketplace in California, Illinois, Massachusetts, Nevada, New Jersey, Ohio, Pennsylvania and Virginia.
On July 30, 2026 (the “Effective Date”), the Company filed articles of domestication (“Articles of Domestication”) and articles of incorporation (“Articles of Incorporation”) with the Secretary of State of the State of Nevada to continue out from the jurisdiction of the Province of British Columbia, Canada, to the jurisdiction of the U.S. State of Nevada (the “Continuance”). The Continuance was consummated pursuant to a Plan of Arrangement, which was approved by the Company’s shareholders at an annual general and special meeting of the shareholders held on June 24, 2026 (the “Plan of Arrangement”), and a Final Order issued by the Supreme Court of British Columbia, Canada on June 29, 2026. As part of the Continuance, the previously authorized, issued and outstanding subordinate voting shares of the Company (each a “Subordinate Voting Share”) were deemed to be exchanged on the Effective Date for authorized, issued and outstanding shares of common stock, par value $0.001 per share, of the Company (“Common Stock”) on a one-for-one basis. The Subordinate Voting Shares are no longer part of the authorized capital structure of the Company. This conversion did not result in a change in the reporting entity or affect the rights or economic interests of stockholders. Refer to Note 10 - Equity, for more information.
The Company’s Common Stock is listed on the Canadian Securities Exchange (“CSE”) under the ticker symbol “JUSH”, and is quoted in the United States on the OTCQX® Best Market (“OTCQX”) under the ticker symbol “JUSH”.
The Company’s head office is located at 301 Yamato Road, Suite 3250, Boca Raton, Florida 33431, United States of America.
2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Basis of Presentation and Consolidation
The financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes. Actual results could differ materially from those estimates.
In the opinion of management, the unaudited condensed consolidated financial statements include all adjustments, of a normal recurring nature, that are necessary to present fairly the financial position, results of operations and cash flows of the Company for the periods, and at the dates, presented. The results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year.
These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2025, which are included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 31, 2026 (the “2025 Form 10-K”), and also filed on the System for Electronic Document Analysis and Retrieval + (“SEDAR+”) on March 31, 2026. Consolidated balance sheet information as of December 31, 2025 presented herein is derived from the Company’s audited consolidated financial statements for the year ended December 31, 2025.
6
JUSHI HOLDINGS INC. Notes to the Unaudited Condensed Consolidated Financial Statements (Amounts Expressed in Thousands of U.S. dollars, Except Share and Per Share Amounts) | | ||||
Summary of Significant Accounting Policies
The Company’s significant accounting policies are described in Note 2 in the audited consolidated financial statements and notes thereto for the year ended December 31, 2025, which is included in the 2025 Form 10-K. There have been no material changes to the Company’s significant accounting policies.
Cash, Cash Equivalents and Restricted Cash
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows:
| September 30, 2026 (unaudited) | December 31, 2025 | |||||||||||||
Cash and cash equivalents | $ | $ | ||||||||||||
| Restricted cash included in Prepaid expenses and other current assets | ||||||||||||||
Restricted cash - non-current | ||||||||||||||
| Cash, cash equivalents and restricted cash | $ | $ | ||||||||||||
Recent Accounting Pronouncements
Adoption of New Accounting Standards
In July 2025, the FASB issued ASU 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provide entities with a practical and expedient approach to simplify the estimation of expected credit losses on current accounts receivable and current contract assets that arise from transactions accounted for under Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, by allowing the assumption that current conditions as of the balance sheet date will not change during the remaining life of the asset. ASU 2025-05 is effective for annual periods beginning after December 15, 2025 and interim periods within those annual reporting periods, with early adoption permitted. The adoption of this pronouncement did not have any impact on the Company’s consolidated financial statements and related disclosures.
Accounting Standards Issued But Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires an entity to improve disclosures about public business entities’ expenses and to provide more detailed information around the types of expenses included in commonly presented expense captions. Additionally, in January 2025 the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods for fiscal years beginning after December 15, 2027, and can be applied on a prospective basis or on a retrospective basis to all periods presented. Early adoption is permitted. The Company is currently evaluating the effect of these pronouncements on its consolidated financial statements and related disclosures.
In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity, which clarifies that when a business that is a VIE is acquired primarily with equity interests, the determination of the accounting acquirer should follow ASC 805 rather than defaulting to the primary beneficiary under ASC 810. ASU 2025-03 is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the effect of this pronouncement on its consolidated financial statements and related disclosures.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which amends the guidance in Topic 270, Interim Reporting. ASU 2025-11 improves the navigability of the required interim disclosures and clarifies when that guidance is applicable. ASU 2025-11 also provides additional guidance on what disclosures should be provided in interim reporting periods and adds a principle that requires entities to disclose events
7
JUSHI HOLDINGS INC. Notes to the Unaudited Condensed Consolidated Financial Statements (Amounts Expressed in Thousands of U.S. dollars, Except Share and Per Share Amounts) | | ||||
since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 does not change the fundamental nature of interim reporting or expand or reduce current interim disclosure requirements, and is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the effect of this pronouncement on its consolidated financial statements and related disclosures.
3. INVENTORIES, NET | ||
The components of inventories, net, are as follows:
| September 30, 2026 (unaudited) | December 31, 2025 | ||||||||||
| Raw materials | $ | $ | |||||||||
| Work in process | |||||||||||
| Finished goods | |||||||||||
Total inventories, net | $ | $ | |||||||||
4. PREPAID EXPENSES AND OTHER CURRENT ASSETS | ||
The components of prepaid expenses and other current assets are as follows:
| September 30, 2026 (unaudited) | December 31, 2025 | ||||||||||
| Prepaid expenses and deposits | $ | $ | |||||||||
| Employee retention credit receivable | |||||||||||
Assets held for sale | |||||||||||
| Other current assets | |||||||||||
| Total prepaid expenses and other current assets | $ | $ | |||||||||
5. PROPERTY, PLANT AND EQUIPMENT | ||
The components of property, plant and equipment (“PPE”) are as follows:
| September 30, 2026 (unaudited) | December 31, 2025 | ||||||||||||||||||||||
| Buildings and building components | $ | $ | |||||||||||||||||||||
| Land | |||||||||||||||||||||||
| Leasehold improvements | |||||||||||||||||||||||
| Machinery and equipment | |||||||||||||||||||||||
Furniture, fixtures and office equipment | |||||||||||||||||||||||
| Construction-in-process | |||||||||||||||||||||||
Total property, plant and equipment - gross | |||||||||||||||||||||||
| Less: Accumulated depreciation | ( | ( | |||||||||||||||||||||
Total property, plant and equipment - net | $ | $ | |||||||||||||||||||||
Construction-in-process represents assets under construction for manufacturing and retail build-outs not yet ready for use.
8
JUSHI HOLDINGS INC. Notes to the Unaudited Condensed Consolidated Financial Statements (Amounts Expressed in Thousands of U.S. dollars, Except Share and Per Share Amounts) | | ||||
Depreciation was $3,840 and $4,214 for the three months ended September 30, 2026 and 2025, respectively, and $12,947 and $13,151 for the nine months ended September 30, 2026 and 2025, respectively. Interest expense capitalized to PPE totaled $115 and $149 for the three months ended September 30, 2026 and 2025, respectively, and $361 and $254 for the nine months ended September 30, 2026 and 2025, respectively.
Long-lived Asset Impairment
During the nine months ended September 30, 2026, the Company determined that indicators of impairment existed at certain dispensaries pending relocation. As a result, the Company recorded a non-cash impairment charge of $1,334 related to long-lived assets associated with these dispensaries, which is included in operating expenses in the condensed consolidated statements of operations. The impairment charge was determined based on estimated fair values using Level 3 inputs, including cash flows over the remaining asset lives.
6. OTHER NON-CURRENT ASSETS | ||
The components of other non-current assets are as follows:
| September 30, 2026 (unaudited) | December 31, 2025 | |||||||||||||
| $ | $ | |||||||||||||
| Net deferred tax assets | ||||||||||||||
| Deposits and escrows - properties | ||||||||||||||
| Indemnification assets | ||||||||||||||
| Other | ||||||||||||||
| Total other non-current assets | $ | $ | ||||||||||||
7. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | ||
The components of are as follows:
| September 30, 2026 (unaudited) | December 31, 2025 | ||||||||||
| Accrued employee related expenses and liabilities | $ | $ | |||||||||
| Operating lease obligations | |||||||||||
| Goods received not invoiced | |||||||||||
| Accrued interest | |||||||||||
| Accrued sales and excise taxes | |||||||||||
| Deferred revenue (loyalty program) | |||||||||||
| Accrued professional and management fees | |||||||||||
Deferred income - employee retention credit | |||||||||||
| Accrued capital expenditures | |||||||||||
| Other accrued expenses and current liabilities | |||||||||||
Total accrued expenses and other current liabilities | $ | $ | |||||||||
9
JUSHI HOLDINGS INC. Notes to the Unaudited Condensed Consolidated Financial Statements (Amounts Expressed in Thousands of U.S. dollars, Except Share and Per Share Amounts) | | ||||
8. DEBT | ||
The components of the Company’s debt are as follows:
| Effective Interest Rate | Maturity Date | September 30, 2026 (unaudited) | December 31, 2025 | ||||||||||||||
| Principal amounts: | |||||||||||||||||
2026 Term Loan | March 2029 | $ | $ | ||||||||||||||
| Second Lien Notes | n/a | n/a | |||||||||||||||
2024 Term Loan | n/a | n/a | |||||||||||||||
| Acquisition-related promissory notes payable | April 2027 | ||||||||||||||||
| Mortgage loans | January 2027 - September 2030 | ||||||||||||||||
| Total debt subject to scheduled repayments | |||||||||||||||||
Promissory notes payable to Sammartino (1) | September 2024 - September 2026 | ||||||||||||||||
| Total debt | |||||||||||||||||
| Less: debt issuance costs and original issue discounts | ( | ( | |||||||||||||||
| Total debt, net | $ | $ | |||||||||||||||
Debt, net - current portion (2) | $ | $ | |||||||||||||||
| Debt, net - non-current portion | $ | $ | |||||||||||||||
(1)This amount is related to the promissory notes issued to Sammartino Investments LLC (“Sammartino”) in connection with the acquisition of Nature's Remedy of Massachusetts, Inc. (“Nature's Remedy”) in September 2021. The Company currently has no obligation to pay the principal and interest. See further discussion of the Sammartino Matter in Note 16 - Commitments and Contingencies for more information.
(2)The Company expects to satisfy its upcoming maturities through some combination of extensions, refinancing and/or capital market transactions, which could include the sale or other issuance of equity securities. Based on current discussions with existing lenders, financing sources and the Company’s historical ability to obtain capital, management believes the Company will be able to meet these upcoming maturities as they become due.
2026 Term Loan
On March 27, 2026, the Company refinanced both its senior secured term loan (“2024 Term Loan”) and its 12 % second lien notes due 2026 (“Second Lien Notes”), which had outstanding principal balances of $46,075 and $86,194 , respectively, as of December 31, 2025, and were scheduled to mature within twelve months of December 31, 2025. The refinancing of the 2024 Term Loan and Second Lien Notes was accounted for as a partial extinguishment resulting in a loss on debt extinguishment/modification of $5,016 , which is included in other income (expense), net in the consolidated statements of operations. The refinancing was completed through the issuance of a $160,000 senior secured term loan (“2026 Term Loan”) to a syndicate of lenders, bearing interest at a rate of 12.5 % per annum payable in cash monthly with maturity in March 2029, and an original issue discount of $6,400 . The 2026 Term Loan lender used $136,117 to: (i) settle the outstanding principal, accrued but unpaid interest, exit fee and make-whole on the 2024 Term Loan; (ii) settle the outstanding principal and accrued but unpaid interest on the Second Lien Notes; and (iii) pay certain fees and expenses associated with the issuance of the 2026 Term Loan. Remaining excess proceeds of $17,483 were retained on the balance sheet for general corporate purposes.
Serpentine Capital Management III, LLC, an entity controlled by James Cacioppo, the Company’s Chief Executive Officer, Chairman and founder, participated in the 2026 Term Loan with a principal amount of $27,993 . Denis Arsenault, a founder and significant equity holder of the Company, participated in the 2026 Term Loan with a principal amount of $21,016 .
10
JUSHI HOLDINGS INC. Notes to the Unaudited Condensed Consolidated Financial Statements (Amounts Expressed in Thousands of U.S. dollars, Except Share and Per Share Amounts) | | ||||
Acquisition-related promissory notes payable
Statewide
In February 2025, in connection with an Asset Purchase Agreement with Statewide Property Holdings Ohio, LLC (“Statewide”), the Company issued a promissory note in the principal amount of $2,161 with a stated interest rate of 9 % per annum and maturity date in June 2026. The promissory note provided for full principal and interest payments on the maturity date. The promissory note, together with accrued but unpaid interest, was paid in full in June 2026.
RJK
In February 2025, in connection with an Asset Purchase Agreement with RJK Holdings of Ohio, LLC (“RJK”), the Company issued a promissory note in the principal amount of $4,063 with a stated interest rate of 9 % per annum and maturity date in August 2026. The promissory note provided for full principal and interest payments on the maturity date. The promissory note, together with accrued but unpaid interest, was paid in full in August 2026.
Parma
In the first half of 2025, the Company entered into agreements to acquire a dispensary license and assume an existing lease in Parma, Ohio, subject to regulatory approval, for a total purchase price of $3,200 . The Company paid an initial deposit of $250 . In February 2026, the transaction closed upon receipt of regulatory approval, and the remaining consideration was paid through a combination of $1,550 in cash and $1,400 in aggregate promissory notes. The promissory notes bear interest at a stated rate of 10 % per annum, are payable quarterly in cash, and mature in April 2027.
The transaction was accounted for as an asset acquisition, as the acquired set did not constitute a business due to the absence of a transferred workforce, customers, substantive processes, or revenue‑generating activities. Accordingly, the acquisition was accounted for under ASC 805‑50, and no goodwill was recognized. The right‑of‑use asset recognized for the assumed lease approximated the corresponding lease liability and therefore did not require allocation of the consideration transferred. As a result, substantially all of the consideration was allocated to the acquired dispensary license, which is recorded as a finite‑lived intangible asset and is being amortized on a straight‑line basis over an estimated useful life of 15 years.
Mortgage Loans
Arlington Mortgage
In December 2021, the Company entered into a $6,900 mortgage loan agreement (the “Arlington Mortgage”), which is principally secured by the Company’s retail property in Arlington, Virginia. The Arlington Mortgage bears a fixed interest rate of 5.875 % per annum, payable monthly, and will mature in January 2027.
Dickson City Mortgage
In July 2022, the Company entered into a $2,800 mortgage loan agreement (the “Dickson City Mortgage”), which is principally secured by the Company’s retail property in Dickson City, Pennsylvania. The Dickson City Mortgage matures in July 2027 and bears interest at a variable rate equal to prime rate plus 2 %. The interest rate as of September 30, 2026 was 8.75 %.
Manassas Mortgage
In April 2023, the Company entered into a $20,000 mortgage loan agreement (the “Manassas Mortgage”), which is principally secured by the Company’s cultivation and manufacturing facility located in Manassas, Virginia (the
11
JUSHI HOLDINGS INC. Notes to the Unaudited Condensed Consolidated Financial Statements (Amounts Expressed in Thousands of U.S. dollars, Except Share and Per Share Amounts) | | ||||
“Property”). The Manassas Mortgage requires monthly payments and was originally scheduled to mature in April 2028. The interest rate is variable and determined based on the 30-day average secured overnight financing rate plus 3.55 %.
In September 2025, the Company executed a modification agreement (the “Modification Agreement”) related to the Manassas Mortgage, pursuant to which: (i) the outstanding principal balance was increased by $4,000 , (the “Additional Loan Proceeds”); (ii) the loan’s maturity date was extended to September 2030; and (iii) the interest rate floor was lowered from 8.25 % to 7.50 % (the interest rate remains the average 30-day secured overnight financing rate plus 3.55 %). The Manassas Mortgage, as modified, remains principally secured by the Property. In addition, as part of the Modification Agreement, the Company was required to deposit $761 of the Additional Loan Proceeds into a restricted account, designated for use in fulfilling certain conditions associated with ongoing construction at the Property.
The interest rate as of September 30, 2026 was 7.50 %.
Financial Covenants
2026 Term Loan
The 2026 Term Loan includes a financial covenant that requires the Company to maintain a minimum unrestricted cash balance of $15,000 at all times. As of September 30, 2026, the Company was in compliance with this financial covenant.
Mortgage loans
The Company’s three mortgage loan agreements contain certain financial and other covenants with which the Company is required to comply. As of September 30, 2026, the Company was in compliance with all financial covenants contained in each of the mortgage loan agreements.
Annual Maturities
As of September 30, 2026, aggregate future scheduled repayments of the Company’s debt were as follows:
| Remainder of the year | 2027 | 2028 | 2029 | 2030 | Total | ||||||||||||||||||
2026 Term Loan | $ | $ | $ | $ | $ | $ | |||||||||||||||||
| Acquisition-related promissory notes payable | |||||||||||||||||||||||
| Mortgage loans | |||||||||||||||||||||||
| Total debt subject to scheduled repayments | $ | $ | $ | $ | $ | $ | |||||||||||||||||
The above table excludes the maturities of the Company’s promissory notes payable to Sammartino, as the repayment of these notes, if any, would arise in the context of a non-appealable final judgment by a court. Refer to Note 16 - Commitments and Contingencies for more information. Specifically, the promissory notes that were payable to Sammartino are as follows: $16,500 in 2024 and $5,000 in 2026. However, these balances are classified as long-term debt since the Company does not expect to repay these amounts within the next 12 months.
12
JUSHI HOLDINGS INC. Notes to the Unaudited Condensed Consolidated Financial Statements (Amounts Expressed in Thousands of U.S. dollars, Except Share and Per Share Amounts) | | ||||
Interest Expense
Interest expense, net is comprised of the following:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Interest and accretion - Second Lien Notes | $ | $ | $ | $ | |||||||||||||||||||
Interest and accretion - 2024 Term Loan | |||||||||||||||||||||||
Interest and accretion - 2026 Term Loan | |||||||||||||||||||||||
| Interest and accretion - Finance lease liabilities | |||||||||||||||||||||||
Interest and accretion - Promissory notes | |||||||||||||||||||||||
| Interest and accretion - Mortgage loans and other financing activities | |||||||||||||||||||||||
| Capitalized interest | ( | ( | ( | ( | |||||||||||||||||||
| Total interest expense | |||||||||||||||||||||||
| Interest income | ( | ( | ( | ( | |||||||||||||||||||
| Total interest expense, net | $ | $ | $ | $ | |||||||||||||||||||
9. DERIVATIVE LIABILITIES | ||
The following table summarizes the change in the Company’s derivative liabilities for the nine months ended September 30, 2026.
Total Derivative Liabilities (1) | ||||||||
| Balance as of January 1, 2026 | $ | |||||||
| Fair value changes | ( | |||||||
| Balance as of September 30, 2026 | $ | |||||||
(1)Refer to Note 10 - Equity for the change in number of warrants during the nine months ended September 30, 2026.
The Company’s derivative liabilities are primarily comprised of derivative warrants (“Derivative Warrants”). These are warrants to purchase Common Stock of the Company and were issued in connection with the Company’s Second Lien Notes and the 2024 Term Loan. The Derivative Warrants may be net share settled.
As of September 30, 2026 and December 31, 2025 there were 21,400,000 2,000,000 2.086 19,400,000 1.00
Derivative Warrants are considered derivative financial liabilities measured at fair value with all gains or losses recognized in profit or loss as the settlement amount for the Derivative Warrants may be adjusted during certain periods for variables that are not inputs to standard pricing models for forward or option equity contracts, i.e., the “fixed for fixed” criteria under ASC 815-40. The estimated fair value of the Derivative Warrants is measured at the end of each reporting period and an adjustment is reflected in fair value changes in derivatives in the consolidated statements of operations. These are Level 3 recurring fair value measurements. The estimated fair value of the Derivative Warrants was determined using the Black-Scholes model, with stock price based on the OTCQX closing price as of September 30, 2026 and December 31, 2025.
13
JUSHI HOLDINGS INC. Notes to the Unaudited Condensed Consolidated Financial Statements (Amounts Expressed in Thousands of U.S. dollars, Except Share and Per Share Amounts) | | ||||
The assumptions used in the fair value calculations as of the balance sheet dates presented include the following:
| September 30, 2026 (unaudited) | December 31, 2025 | ||||||||||
Stock price per share | $ | $ | |||||||||
| Risk-free annual interest rate | |||||||||||
| Range of estimated possible exercise price | $ | $ | |||||||||
| Weighted average volatility | |||||||||||
| Remaining life | |||||||||||
Forfeiture rate | |||||||||||
| Expected annual dividend yield | |||||||||||
Volatility was estimated by using a weighting of the Company’s historical volatility. The risk-free interest rate for the expected life of the Derivative Warrants was based on the yield available on government benchmark bonds with an approximate equivalent remaining term. The expected life is based on the contractual term. If any of the assumptions used in the calculation were to increase or decrease, this could result in a material or significant increase or decrease in the estimated fair value of the derivative liability. For example, the following table illustrates an increase or decrease in certain significant assumptions as of the balance sheet dates:
| As of September 30, 2026 | As of December 31, 2025 | ||||||||||||||||||||||||||||||||||
| (unaudited) | |||||||||||||||||||||||||||||||||||
| Input | Effect of 10% Increase | Effect of 10% Decrease | Input | Effect of 10% Increase | Effect of 10% Decrease | ||||||||||||||||||||||||||||||
Stock price per share | $ | $ | $ | ( | $ | $ | $ | ( | |||||||||||||||||||||||||||
| Volatility | % | ( | % | ( | |||||||||||||||||||||||||||||||
10. EQUITY | ||
Authorized, Issued and Outstanding
The authorized share capital of the Company consists of 3,000,000,000 shares of capital stock, of which (i) 2,000,000,000 shares are designated as Common Stock, par value $0.001 per share, and (ii) 1,000,000,000 shares are designated as preferred stock, par value $0.001 per share. As part of the Continuance, the previously authorized, issued and outstanding Subordinate Voting Shares of the Company were deemed to be exchanged on the Effective Date for authorized, issued and outstanding shares of Common Stock on a one-for-one basis. The Subordinate Voting Shares are no longer part of the authorized capital structure of the Company. Refer to Note 1 - Nature of Operations for more information on the Continuance.
As of September 30, 2026, the Company had 199,708,263
14
JUSHI HOLDINGS INC. Notes to the Unaudited Condensed Consolidated Financial Statements (Amounts Expressed in Thousands of U.S. dollars, Except Share and Per Share Amounts) | | ||||
Warrants
Each warrant entitles the holder to purchase one share of Common Stock. Certain warrants may be net share settled. The following table summarizes the status of warrants and related transactions:
Non-Derivative (Equity) Warrants | Derivative Liabilities Warrants | Total Number of Warrants | Weighted - Average Exercise Price | ||||||||||||||||||||
Balance as of January 1, 2026 | $ | ||||||||||||||||||||||
| Granted | $ | ||||||||||||||||||||||
Balance as of September 30, 2026 | $ | ||||||||||||||||||||||
Exercisable as of September 30, 2026 | $ | ||||||||||||||||||||||
The grant date fair value of the non-derivative warrants issued was determined using the Black-Scholes option-pricing model. The following assumptions were used for the calculation at date of issuance:
| Weighted average stock price | $ | ||||
| Weighted average expected stock price volatility | |||||
| Expected annual dividend yield | |||||
Weighted average expected life of warrants | |||||
| Weighted average risk-free annual interest rate | |||||
| Weighted average grant date fair value | $ | ||||
Share-based Payment Award Plans
Plan summary and description
Under the Company’s 2019 Equity Incentive Plan, as amended, (the “2019 Plan”), non-transferable options to purchase Common Stock and restricted Common Stock of the Company may be issued to directors, officers, employees, or consultants of the Company. The 2019 Plan authorizes the issuance of up to 15 % (plus an additional 2 % inducements for hiring employees and senior management) of the number of outstanding shares of Common Stock (of all classes) of the Company (the “Share Reserve”). Incentive stock options are limited to the Share Reserve, and the maximum number of incentive awards available for issuance under the 2019 Plan, including additional awards available for certain new hires, was 6,929,152 as of September 30, 2026.
Stock Options
The stock options issued by the Company are options to purchase Common Stock of the Company. All stock options issued have been issued to directors and employees under the Company’s 2019 Plan. Such options generally expire ten years from the date of grant and generally vest ratably over three years from the grant date. The options generally may be net share settled.
15
JUSHI HOLDINGS INC. Notes to the Unaudited Condensed Consolidated Financial Statements (Amounts Expressed in Thousands of U.S. dollars, Except Share and Per Share Amounts) | | ||||
The following table summarizes the status of stock options and related transactions:
| Number of Stock Options | Weighted-Average Per Share Exercise Price | ||||||||||
| Issued and Outstanding as of January 1, 2026 | $ | ||||||||||
| Granted | $ | ||||||||||
Exercised | ( | $ | |||||||||
| Cancelled/forfeited/expired | ( | $ | |||||||||
| Issued and Outstanding as of September 30, 2026 | $ | ||||||||||
| Exercisable as of September 30, 2026 | $ | ||||||||||
The fair value of the stock options granted was determined using the Black-Scholes option-pricing model. The following assumptions were used for the calculation at date of grant:
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Weighted average stock price | $ | $ | |||||||||
| Weighted average expected stock price volatility | |||||||||||
| Expected annual dividend yield | |||||||||||
| Weighted average expected life | |||||||||||
| Weighted average risk-free annual interest rate | |||||||||||
| Weighted average grant date fair value | $ | $ | |||||||||
Restricted Shares
During the nine months ended September 30, 2026, 3,000,000 restricted Subordinate Voting Shares (now Common Stock) vested and were released. There was no unvested restricted Common Stock as of September 30, 2026.
Share-based Compensation Cost
The components of share-based compensation expense, net, are as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Stock options expense | $ | $ | $ | $ | |||||||||||||||||||
| Restricted stock | |||||||||||||||||||||||
| Warrants | |||||||||||||||||||||||
| Total share-based compensation expense, net | $ | $ | $ | $ | |||||||||||||||||||
As of September 30, 2026, the Company had $1,043 of unrecognized share-based compensation cost related to unvested stock options and warrants, which is expected to be recognized as share-based compensation cost over a weighted average period of 2.0 years.
16
JUSHI HOLDINGS INC. Notes to the Unaudited Condensed Consolidated Financial Statements (Amounts Expressed in Thousands of U.S. dollars, Except Share and Per Share Amounts) | | ||||
11. LOSS PER SHARE | ||
The reconciliations of the net loss and the weighted average number of shares used in the computations of basic and diluted loss per share are as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted-average shares of Common Stock - basic and diluted | |||||||||||||||||||||||
Loss per common share: | |||||||||||||||||||||||
Basic and diluted | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
The following table summarizes weighted average instruments that may, in the future, have a dilutive effect on earnings (loss) per share, but were excluded from consideration in the computation of diluted net loss per share for the three and nine months ended September 30, 2026 and 2025, because the impact of including them would have been anti-dilutive:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Stock options | |||||||||||||||||||||||
| Warrants (derivative liabilities and equity) | |||||||||||||||||||||||
12. REVENUE | ||
The Company has two revenue streams: (i) retail and (ii) wholesale. The Company’s retail revenue is comprised of cannabis sales from its dispensaries. The Company’s wholesale revenue is comprised of cannabis sales to its wholesale customers for resale through their dispensaries. Any intercompany revenue and costs are eliminated to arrive at consolidated totals.
The following table summarizes the Company’s revenue from external customers, disaggregated by revenue stream:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Retail | $ | $ | $ | $ | |||||||||||||||||||
| Wholesale | |||||||||||||||||||||||
| Total revenue, net | $ | $ | $ | $ | |||||||||||||||||||
17
JUSHI HOLDINGS INC. Notes to the Unaudited Condensed Consolidated Financial Statements (Amounts Expressed in Thousands of U.S. dollars, Except Share and Per Share Amounts) | | ||||
13. OPERATING EXPENSES | ||
The major components of operating expenses are as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Salaries, wages and employee related expenses | $ | $ | $ | $ | |||||||||||||||||||
| Depreciation and amortization expenses | |||||||||||||||||||||||
| Rent and related expenses | |||||||||||||||||||||||
| Professional fees and legal expenses | |||||||||||||||||||||||
| Long-lived asset impairment | |||||||||||||||||||||||
| Software and technology expenses | |||||||||||||||||||||||
| Share-based compensation expense | |||||||||||||||||||||||
| Loss (gain) on asset disposals and lease terminations | ( | ||||||||||||||||||||||
Other expenses (1) | |||||||||||||||||||||||
| Total operating expenses | $ | $ | $ | $ | |||||||||||||||||||
(1) Other expenses are primarily comprised of marketing and selling expenses, insurance costs, administrative and licensing fees, travel, entertainment and other.
14. INCOME TAXES | ||
The following table summarizes the Company’s income tax expense and effective tax rates for the three and nine months ended September 30, 2026 and 2025:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
Loss before income tax | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Income tax expense | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Effective income tax rate | ( | % | ( | % | ( | % | ( | % | |||||||||||||||
The Company computed its provision for income taxes for the three and nine months ended September 30, 2026 using the actual effective tax rate for each respective interim period, taking into consideration the impact of the U.S. Department of Justice’s regulatory action, effective April 28, 2026, reclassifying certain state-licensed medical marijuana products and FDA-approved marijuana products from Schedule I to Schedule III under the Controlled Substances Act (the “Rescheduling Rule”). The Company computed its provision for income taxes for the three and nine months ended September 30, 2025 using the actual effective tax rate for each respective interim period. Therefore, the Company’s effective income tax rates for the three and nine months ended September 30, 2026 and 2025 are not indicative of the effective income tax rate for each respective fiscal year of 2026 and 2025. The Company’s effective income tax rate differs significantly from the applicable statutory income tax rates due in part to (i) uncertain tax position liabilities associated with tax positions under Internal Revenue Code Section 280E (“280E”) relating to adult-use cannabis activities, qualifying medical cannabis activities occurring before April 28, 2026, and prior taxable years, (ii) interest and penalties associated with uncertain tax positions, and (iii) state income taxes. These items were partially offset during the nine months ended September 30, 2026 by a net discrete income tax benefit of approximately $6,397 resulting from the reassessment of unrecognized tax benefits associated with certain deferred tax balances following the federal rescheduling of qualifying medical cannabis activities, as described below.
18
JUSHI HOLDINGS INC. Notes to the Unaudited Condensed Consolidated Financial Statements (Amounts Expressed in Thousands of U.S. dollars, Except Share and Per Share Amounts) | | ||||
The Internal Revenue Service (“IRS”) has historically taken the position that cannabis companies are subject to the limitation of 280E, a position held by state tax regulators in Nevada, Ohio and Virginia. Under the IRS’s interpretation of 280E, cannabis companies are only allowed to deduct expenses directly and indirectly related to the production of inventory. The Rescheduling Rule states that qualifying medical cannabis activities conducted by state-licensed entities will no longer be subject to the deduction disallowance imposed by 280E. The Rescheduling Rule also established an expedited process for state-licensed medical cannabis entities, including medical marijuana dispensaries, to register with the U.S. Drug Enforcement Administration (“DEA”), enabling qualifying registrants to engage in the manufacture, distribution and/or dispensing of cannabis for medical purposes under federal law. The Company has submitted DEA registration applications for its medical and dual-use operations, and all such applications remain pending as of the date of this Quarterly Report on Form 10-Q (this “report”). The Rescheduling Rule further provides that the U.S. Department of Treasury and the IRS will be issuing formal guidance addressing the federal income tax implications of the Rescheduling Rule, including transition and allocation matters. As of the date of this report, the U.S Department of Treasury and IRS have not issued any formal guidance. Consequently, in preparing its income tax provision for the three and nine months ended September 30, 2026, the Company applied its interpretation of the effects of the Rescheduling Rule beginning on its April 28, 2026 effective date. The Company will reassess its conclusions and methodology upon the issuance of formal guidance or other relevant legal or regulatory developments.
Based on the Rescheduling Rule and the facts and circumstances existing as of September 30, 2026, management concluded that, beginning April 28, 2026, 280E does not limit deductions and credits attributable to the Company's qualifying state-licensed medical cannabis activities and that the related tax benefits meet the more-likely-than-not recognition threshold under ASC 740, Income Taxes. Accordingly, the Company did not record an uncertain tax position for deductions and credits attributable to qualifying state-licensed medical cannabis activities occurring on or after April 28, 2026. The Company continued to record uncertain tax positions for deductions attributable to adult-use cannabis activities, qualifying medical cannabis activities occurring before April 28, 2026, and tax positions relating to prior taxable years.
In connection with the preparation and filing of the fiscal 2022 income tax return, the Company changed its previous application of 280E to exclude certain parts of its business. In regards to fiscal years 2023 through 2026, the Company has taken the position that its deductions of ordinary and necessary business expenses are not limited by 280E. However, since the Company’s tax positions on 280E may be challenged by taxing authorities, the Company elected to treat the deductibility of these related expenses as an uncertain tax position except for the tax benefits attributable to qualifying state-licensed medical cannabis activities occurring on or after April 28, 2026 that were recognized based on the Rescheduling Rule. As of September 30, 2026 and December 31, 2025, the balances in income tax payable and unrecognized tax benefits on the consolidated balance sheets include the impact of the tax position on 280E, which decreased current liabilities with a corresponding increase in non-current liabilities. There was no material impact to the consolidated statement of operations.
During the three months ended June 30, 2026, the Company reassessed the unrecognized tax benefits associated with deferred tax balances existing as of January 1, 2026. The Company concluded that certain unrecognized tax benefits attributable to qualifying state-licensed medical cannabis activities should be reduced because the underlying temporary differences are expected to reverse on or after April 28, 2026, when 280E is no longer expected to limit the related deductions and credits. As a result of this reassessment, the Company recognized a net discrete income tax benefit of $6,397 during the three months ended June 30, 2026. The reassessment did not reflect retroactive application of the Rescheduling Rule to qualifying state-licensed medical cannabis activities occurring before April 28, 2026.
In February 2026, the IRS issued a Notice of Proposed Adjustment ("NOPA") in connection with its audit of the Company's tax year ended December 31, 2021. The Company submitted a response to the NOPA disputing the proposed adjustments. The response reflects substantive and procedural arguments that Jushi believes have merit, and the Company plans to defend its position vigorously. The proposed tax amounts were previously included in the Company's liability for unrecognized tax benefits.
19
JUSHI HOLDINGS INC. Notes to the Unaudited Condensed Consolidated Financial Statements (Amounts Expressed in Thousands of U.S. dollars, Except Share and Per Share Amounts) | | ||||
The Company has a liability for unrecognized tax benefits of $201,360 and $177,242 as of September 30, 2026 and December 31, 2025, respectively, inclusive of interest and penalties of $48,698 and $38,342 , respectively. The Company anticipates that it is reasonably possible that its new tax position on 280E may require changes to the balance of unrecognized tax benefits within the next 12 months. However, an estimate of such changes cannot reasonably be made.
The total amount of interest and penalties related to the liability for unrecognized tax benefits recorded in income tax expense during the three months ended September 30, 2026 and 2025 was $3,466 and $2,397 , respectively. The total amount of interest and penalties related to the liability for unrecognized tax benefits recorded in income tax expense during the nine months ended September 30, 2026 and 2025 was $10,357 and $8,433 , respectively.
15. RELATED PARTY TRANSACTIONS | ||
The Company had the following related party transactions:
| Three Months Ended September 30, | Nine Months Ended September 30, | As of | |||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | September 30, 2026 (unaudited) | December 31, 2025 | ||||||||||||||||||||||||||||||
| Nature of transaction | Related Party Expense | Related Party Expense | Related Party Payable | ||||||||||||||||||||||||||||||||
Second Lien Notes - interest expense and principal amount (1) | $ | $ | ( | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||||||||
2024 Term Loan - interest expense and principal amount (1) | $ | $ | ( | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||||||||
2026 Term Loan - interest expense and principal amount (2) | $ | ( | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||
(1)The Second Lien Notes, the 2024 Term Loan payable and the related interest expense include amounts related to the Company’s Chief Executive Officer, as well as a significant investor. Both the Second Lien Notes and the 2024 Term Loan were settled in March 2026. Refer to Note 8 - Debt for more information.
(2)The 2026 Term Loan, together with the related interest expense, include amounts related to an entity controlled by the Company’s Chief Executive Officer, as well as a significant investor. Refer to Note 8 - Debt for more information.
16. COMMITMENTS AND CONTINGENCIES | ||
Contingencies
Although the possession, cultivation and distribution of cannabis for medical and recreational use is permitted in certain states, cannabis is generally classified as a Schedule I controlled substance under the U.S. Controlled Substances Act and its use remains a violation of federal law. Effective April 28, 2026, Food and Drug Administration (“FDA”) approved drug products containing cannabis, as well as cannabis produced, distributed and dispensed under qualifying state medical marijuana licenses, are classified as a Schedule III controlled substance; however, there is uncertainty governing the application of this newly bifurcated treatment at the federal level. The Company’s operations are subject to a variety of local and state regulations. Failure to comply with one or more of those regulations could result in fines, restrictions on its operations, or losses of permits that could result in the Company ceasing operations. While management believes that the Company is in material compliance with applicable local and state regulations as of September 30, 2026, marijuana regulations continue to evolve and are subject to differing interpretations. As a result, the Company could be subject to regulatory fines, penalties or restrictions at any time. Since the federal law status of the use of cannabis preempts state laws that legalize its use, strict enforcement of federal law regarding cannabis would likely result in the Company’s inability to proceed with the Company’s business plans. In addition, the Company’s assets, including real property, cash and cash equivalents, equipment, inventory and other goods, could be subject to asset forfeiture because cannabis is still federally illegal.
20
JUSHI HOLDINGS INC. Notes to the Unaudited Condensed Consolidated Financial Statements (Amounts Expressed in Thousands of U.S. dollars, Except Share and Per Share Amounts) | | ||||
Refer to Note 14 - Income Taxes for certain tax-related contingencies.
Claims and Litigation
From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. As of September 30, 2026, except as set forth below, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the Company’s financial results. There are also no proceedings in which any of the Company’s directors, officers or affiliates is an adverse party or has a material interest adverse to the Company’s interest.
MJ’s Market Matter
On March 31, 2023, MJ’s Market, Inc. (“MJ’s”) filed a complaint in federal district court in Massachusetts adverse to Jushi Holdings Inc. and certain of its subsidiaries, including Jushi MA, Inc., Jushi Inc. and Nature’s Remedy of Massachusetts, as well as the former owners and affiliates of Nature’s Remedy of Massachusetts (the “Complaint”). The Complaint centrally claims that the structure of the Nature’s Remedy of Massachusetts transaction providing for increased purchase price consideration if there is no competing dispensary within 2,500 foot radius by certain time periods, and the Company’s filing with the Massachusetts Superior Court an appeal of the Town of Tyngsborough’s decision to approve MJ’s facility in contradiction of its own zoning bylaws are violations of the Sherman Antitrust Act, Massachusetts Antitrust Act, and Massachusetts Consumer Protection Act, as well as interference with contractual relations and abuse of process. MJ is seeking legal and equitable remedies including compensatory and other damages. The Company disputes such allegations, believes it has substantial defenses and is vigorously defending against the Complaint. As of the date of this Quarterly Report, the parties have completed discovery, briefing is completed, and oral argument is scheduled for late November 2026.
Sammartino Matter
On February 28, 2023, the Company informed Sammartino, the former owner of Nature’s Remedy and certain of its affiliates, that Sammartino had breached several provisions of the Merger and Membership Interest Purchase Agreement between the Company, Sammartino and certain other parties thereto (as amended, the “MIPA”) and/or fraudulently induced the Company to enter into, and not terminate, the MIPA. As a consequence of these breaches and the fraudulent inducement, the Company informed Sammartino that the Company had incurred significant damages, and pursuant to the terms of the MIPA the Company had elected to offset these damages against certain promissory notes and shares the Company was to pay and issue, respectively, to Sammartino, and that Sammartino would be required to pay the remainder in cash. On March 13, 2023, Sammartino responded to the Company by alleging various procedural deficiencies with the Company’s claim and provided the Company with a notice that the Company was in default of the MIPA for failing to issue certain shares of the Company to Sammartino. On March 21, 2023, Sammartino sent a second notice that the Company was in default of the promissory notes for failing to pay interest pursuant to their specified schedule. On March 23, 2023, the Company sent a second letter to Sammartino disputing each procedural deficiency claimed by Sammartino and disputing that the Company is in default of the MIPA or the promissory notes and that it properly followed the terms of the various agreements in electing to set off the damages.
Pacific Collective Matter
On October 24, 2022, Pacific Collective, LLC (“Pacific Collective”) filed a complaint in state court in California against Jushi subsidiaries TGS CC Ventures, LLC (“TGS”), and Jushi Inc. Pacific Collective alleges that the Jushi subsidiaries breached a commercial property lease and lease guaranty and that Pacific Collective is entitled to recover in excess of $20,000 in damages. TGS believes it lawfully rescinded the lease based on Pacific Collective’s failure to purchase the property that was the subject of the lease and to construct and deliver the building contemplated by the lease and is of the position that no damages are owed to Pacific Collective. The Referee assigned to the matter ruled in favor of and awarded fees and costs to TGS and Jushi. Pacific Collective filed an appeal on July 3, 2024. On October 12, 2026, the California Court of Appeal affirmed the judgment in favor of TGS and Jushi Inc.
21
JUSHI HOLDINGS INC. Notes to the Unaudited Condensed Consolidated Financial Statements (Amounts Expressed in Thousands of U.S. dollars, Except Share and Per Share Amounts) | | ||||
Commitments
In addition to the contractual obligations outlined in Note 8 - Debt, the Company has commitments as of September 30, 2026 related to property and construction.
In connection with various license applications, the Company may enter into conditional leases or other property commitments which will be executed if the Company is successful in obtaining the applicable license and/or resolving other contingencies related to the license or application.
In addition, the Company expects to incur capital expenditures for leasehold improvements and construction of buildouts of certain locations, including for properties for which the lease is conditional on obtaining the applicable related license or for which other contingencies exist.
17. FINANCIAL INSTRUMENTS | ||
The following table sets forth the Company’s financial assets and liabilities, subject to fair value measurements on a recurring basis, by level within the fair value hierarchy:
| September 30, 2026 (unaudited) | December 31, 2025 | ||||||||||||||||
Financial liabilities: (1) | |||||||||||||||||
Derivative liabilities (2) | $ | $ | |||||||||||||||
| Total financial liabilities | $ | $ | |||||||||||||||
(1)The Company has no financial assets or liabilities in Level 1 or 2 within the fair value hierarchy as of September 30, 2026 and December 31, 2025, and there were no transfers between hierarchy levels during the nine months ended September 30, 2026 or year ended December 31, 2025.
(2)Refer to Note 9 - Derivative Liabilities.
18. SEGMENT INFORMATION | ||
The Company operates a vertically integrated cannabis business in one reportable segment for the cultivation, processing, distribution and sale of cannabis in the U.S. All of the Company’s revenues were generated within the U.S., and substantially all long-lived assets are located within the U.S. The accounting policies for the Company’s reportable segment are the same as those described in Note 2 in the audited consolidated financial statements for the year ended December 31, 2025, which is included in the 2025 Form 10-K. The chief operating decision maker is the Chief Executive Officer. The chief operating decision maker assesses performance and decides how to allocate resources based on operating results that are reported on the income statement as consolidated net income (loss). The measure of segment assets is reported on the balance sheet as total consolidated assets. Refer to Note 13 - Operating Expenses for significant expenses for the reportable segment.
22
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This Management’s Discussion and Analysis (“MD&A”) covers the consolidated financial statements of Jushi Holdings Inc. and its controlled subsidiaries as of and for the three and nine months ended September 30, 2026 (the “Financial Statements”). Unless the context indicates or requires otherwise, the terms “Jushi”, “the Company”, “we”, “us” and “our” refer to Jushi Holdings Inc. and its controlled entities. This MD&A should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto for the three and nine months ended September 30, 2026 (the “Quarterly Financial Statements”). The Quarterly Financial Statements have been prepared by management and are in accordance with generally accepted accounting principles in the United States (“GAAP”) and should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2025, which are included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission (“SEC”) on March 31, 2026 (the “2025 Form 10-K”) and also filed on the System for Electronic Document Analysis and Retrieval + (“SEDAR+”) on March 31, 2026. All amounts are expressed in U.S. dollars unless otherwise noted.
Company Overview
We are a vertically integrated, multi-state cannabis operator engaged in retail, distribution, cultivation, and processing operations in both medical and adult-use markets. We are focused on building a diverse portfolio of cannabis assets through opportunistic investments and pursuing application opportunities in attractive limited license jurisdictions and capitalizing on such assets through strategic deployment in our day-to-day operations. We have targeted assets in highly populated, limited license medical markets on a trajectory toward adult-use legalization, including Pennsylvania, markets that are in the process of transitioning to adult use, namely Virginia, and limited license, large adult-use markets, such as Illinois, Massachusetts, Nevada, New Jersey and Ohio and certain municipalities of California.
Factors Affecting our Performance and Related Trends
Competition and Pricing Pressure
The cannabis industry is subject to significant competition and pricing pressures, which are often market specific and can be caused by an oversupply of cannabis in the market, and may be transitory from period to period. We may experience significant competitive pricing pressures as well as competitive products and service providers in the markets in which we operate. Several significant competitors may offer products and/or services with prices that may match or are lower than ours. We believe that the products and services we offer are generally competitive with those offered by other cannabis companies. It is possible that one or more of our competitors could develop a significant research advantage over us that allows them to provide superior products or pricing, which could put us at a competitive disadvantage. Continued pricing pressure due to competition, increased cannabis supply or shifts in customer preferences could adversely impact our customer base or pricing structure, resulting in a material impact on our results of operations, or asset impairments in future periods.
23
Results of Operations
(Amounts expressed in thousands of U.S. dollars, except share and per share amounts)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 vs. 2025 | 2026 | 2025 | 2026 vs. 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Amount | % of Revenue | Amount | % of Revenue | $ Change | Amount | % of Revenue | Amount | % of Revenue | $ Change | ||||||||||||||||||||||||||||||||||||||||||||||||||
| REVENUE, NET | $ | 70,475 | 100% | $ | 65,679 | 100% | $ | 4,796 | $ | 208,204 | 100% | $ | 194,571 | 100% | $ | 13,633 | |||||||||||||||||||||||||||||||||||||||||||
| COST OF GOODS SOLD | (38,141) | (54)% | (35,015) | (53)% | (3,126) | (114,463) | (55)% | (109,208) | (56)% | (5,255) | |||||||||||||||||||||||||||||||||||||||||||||||||
| GROSS PROFIT | 32,334 | 46% | 30,664 | 47% | 1,670 | 93,741 | 45% | 85,363 | 44% | 8,378 | |||||||||||||||||||||||||||||||||||||||||||||||||
| OPERATING EXPENSES | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Selling, general and administrative | 28,745 | 41% | 28,020 | 43% | 725 | 86,464 | 42% | 84,286 | 43% | 2,178 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Impairment and other asset-related (gains)/losses, net | 81 | —% | 306 | —% | (225) | 1,472 | 1% | (2,992) | (2)% | 4,464 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Total operating expenses | 28,826 | 41% | 28,326 | 43% | 500 | 87,936 | 42% | 81,294 | 42% | 6,642 | |||||||||||||||||||||||||||||||||||||||||||||||||
| INCOME FROM OPERATIONS | 3,508 | 5% | 2,338 | 4% | 1,170 | 5,805 | 3% | 4,069 | 2% | 1,736 | |||||||||||||||||||||||||||||||||||||||||||||||||
| OTHER INCOME (EXPENSE): | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest expense, net | (10,232) | (15)% | (10,267) | (16)% | 35 | (30,506) | (15)% | (30,486) | (16)% | (20) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Fair value gain (loss) on derivatives | 241 | —% | (6,325) | (10)% | 6,566 | 2,886 | 1% | (5,875) | (3)% | 8,761 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Other, net | 741 | 1% | (606) | (1)% | 1,347 | (3,362) | (2)% | 6,992 | 4% | (10,354) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Total other income (expense), net | (9,250) | (13)% | (17,198) | (26)% | 7,948 | (30,982) | (15)% | (29,369) | (15)% | (1,613) | |||||||||||||||||||||||||||||||||||||||||||||||||
LOSS BEFORE INCOME TAX | (5,742) | (8)% | (14,860) | (23)% | 9,118 | (25,177) | (12)% | (25,300) | (13)% | 123 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Income tax expense | (6,777) | (10)% | (8,829) | (13)% | 2,052 | (14,518) | (7)% | (27,735) | (14)% | 13,217 | |||||||||||||||||||||||||||||||||||||||||||||||||
| NET LOSS | $ | (12,519) | (18)% | $ | (23,689) | (36)% | $ | 11,170 | $ | (39,695) | (19)% | $ | (53,035) | (27)% | $ | 13,340 | |||||||||||||||||||||||||||||||||||||||||||
| LOSS PER SHARE - BASIC AND DILUTED | $ | (0.06) | $ | (0.12) | $ | 0.06 | $ | (0.20) | $ | (0.27) | $ | 0.07 | |||||||||||||||||||||||||||||||||||||||||||||||
| Weighted average shares outstanding - basic and diluted | 198,199,024 | 195,196,597 | 3,002,427 | 198,186,682 | 195,196,597 | 2,990,085 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
24
Three Months Ended September 30, 2026 Compared with the Three Months Ended September 30, 2025
(Amounts expressed in thousands of U.S. dollars, unless otherwise stated)
Revenue, Net
The following table presents revenue by type for the periods indicated:
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Retail | $ | 60,809 | $ | 58,774 | $ | 2,035 | 3 | % | |||||||||||||||
| Wholesale | 9,666 | 6,905 | 2,761 | 40 | % | ||||||||||||||||||
| Total revenue, net | $ | 70,475 | $ | 65,679 | $ | 4,796 | 7 | % | |||||||||||||||
Total revenue, net, was $70,475 compared to $65,679, an increase of $4,796 or 7%.
Retail revenue increased by $2,035. While the overall units sold in our retail channel increased by approximately 8%, the average price per unit declined. In addition to the opening of the new store in New Jersey, the increase in retail revenue was primarily due to:
•An increase in sales in Ohio of $3,103 due to the opening of two new dispensaries since the end of the second quarter of 2025 as well as the continued maturation of other recently opened locations; and
•An increase in sales in Virginia of $877, driven primarily by an increase in units sold of approximately 11%. All dispensary locations in Virginia reported revenue growth.
These increases in retail revenue were partially offset by:
•A decline in sales in Illinois of $1,054 - the number of units sold decreased by approximately 11% driven in part by the closure of one dispensary in January 2026, while the average price per unit remained relatively flat;
•A decline in sales in Pennsylvania of $630 - the number of units sold remained relatively flat, while the average price per unit declined due to increased competition and price compression;
•A decline in sales in Massachusetts of $387 - while the number of units sold increased by approximately 15%, the average price per unit declined due to continued competition; and
•A decline in sales in Nevada of $177 - the number of units sold decreased 2%, and the average price per unit declined as a result of price compression.
Jushi-branded product sales as a percentage of retail revenue were 56% across the Company’s five vertical markets in the current and prior year. We ended the quarter with forty-two dispensaries in eight states, as compared to forty-one in seven states on September 30, 2025.
Wholesale revenue increased by $2,761, with increases across all states except Nevada, which remained relatively flat. In Massachusetts and Pennsylvania, wholesale revenue increased by $1,114 and $676, respectively, primarily due to expanded wholesale distribution, including placement in new dispensaries, and higher production volumes that supported greater product availability. Additionally, wholesale revenue increased by $748 in Virginia due to higher demand from our wholesale partners, while increased production capacity in Ohio led to greater availability and contributed to higher wholesale revenue of $191.
25
Gross Profit
Gross profit was $32,334 compared to $30,664, an increase of $1,670, or 5%. Gross profit margin declined modestly to 46% for the current quarter compared to 47% for the prior-year quarter, driven primarily by lower average selling prices. Higher sales volume, particularly in the Ohio retail channel, was the primary driver of gross profit dollar growth. Continued improvements in production efficiency and product costs at the Company’s grower-processor facilities helped offset the impact of the lower average selling prices resulting from competitive pricing pressure and promotional activity across certain markets.
Operating Expenses
Operating expenses were $28,826 compared to $28,326, an increase of $500 or 2%. The following table presents information on our operating expenses for the periods indicated:
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Salaries, wages and employee related expenses | $ | 15,104 | $ | 14,315 | $ | 789 | 6 | % | |||||||||||||||
Depreciation and amortization expenses | 3,422 | 4,512 | (1,090) | (24) | % | ||||||||||||||||||
| Rent and related expenses | 2,953 | 3,184 | (231) | (7) | % | ||||||||||||||||||
| Professional fees and legal expenses | 2,448 | 1,804 | 644 | 36 | % | ||||||||||||||||||
Software and technology expenses | 1,319 | 1,055 | 264 | 25 | % | ||||||||||||||||||
| Share-based compensation expense | 287 | 357 | (70) | (20) | % | ||||||||||||||||||
| Loss (gain) on asset disposals and lease terminations | 81 | 306 | (225) | (74) | % | ||||||||||||||||||
Other expenses (1) | 3,212 | 2,793 | 419 | 15 | % | ||||||||||||||||||
Total operating expenses | $ | 28,826 | $ | 28,326 | $ | 500 | 2 | % | |||||||||||||||
(1) Other expenses are primarily comprised of marketing and selling expenses, insurance costs, administrative and licensing fees, travel, entertainment and other.
Operating expenses increased primarily due to higher employee-related costs resulting from expanded operations, including new store openings, and an increase in professional fees. These increases were partially offset by a reclassification of certain depreciation expense to cost of goods sold.
Other Income (Expense)
Interest Expense, Net
Interest expense, net was $10,232 compared to $10,267, a decrease of $35.
Fair Value gain on Derivatives
Fair value gain on derivatives was $241 compared to a loss of $6,325. Fair value gain (loss) on derivatives includes the fair value changes relating to the derivative warrants. The derivative warrants are required to be remeasured at fair value at each reporting period. The fair value changes in derivatives were primarily attributable to the movement in our stock price during the corresponding period.
Other, Net
Other, net was income of $741, compared to expense of $606, a change of $1,347. The improvement was primarily driven by a lower non-cash adjustment for an indemnification asset arising from uncertain tax positions associated with acquisitions made in prior years, which resulted in expense of $1,862 in the prior-year quarter compared to income of $12 in the current quarter, as the related tax liabilities have largely been resolved through the expiration of applicable statutes
26
of limitations. This improvement was partially offset by lower employee retention credit income of $108, compared to $789 in the prior-year quarter.
Income Tax Expense
Total income tax expense was $6,777 compared to $8,829, a decrease of $2,052 or 23% reflecting the federal rescheduling of state-licensed medical cannabis from Schedule I to Schedule III, which became effective on April 28, 2026, and the resulting elimination of Internal Revenue Code Section 280E (“280E”) for qualifying state-licensed medical cannabis activities. The federal rescheduling framework established an expedited U.S. Drug Enforcement Administration (“DEA”) registration process for state-licensed medical cannabis operators. The Company has submitted applications for its medical and dual-use operations, and all applications remain pending.
Nine Months Ended September 30, 2026 Compared with the Nine Months Ended September 30, 2025
(Amounts expressed in thousands of U.S. dollars, unless otherwise stated)
Revenue, Net
The following table presents revenue by type for the periods indicated:
| Nine Months Ended September 30, | |||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Retail | $ | 180,550 | $ | 175,058 | $ | 5,492 | 3 | % | |||||||||||||||
| Wholesale | 27,654 | 19,513 | 8,141 | 42 | % | ||||||||||||||||||
| Total revenue, net | $ | 208,204 | $ | 194,571 | $ | 13,633 | 7 | % | |||||||||||||||
Revenue, net, was $208,204 compared to $194,571, an increase of $13,633, or 7%.
Retail revenue increased by $5,492. While the overall units sold in our retail channel increased by approximately 9%, average price per unit declined. In addition to the opening of the new store in New Jersey, the increase in retail revenue was primarily due to:
•An increase in sales in Ohio of $12,167 due to the opening of four new dispensaries since the end of the fourth quarter of 2024; and
•An increase in sales in Virginia of $2,131 - while the number of units sold increased by approximately 10%, the average price per unit declined. All dispensary locations in Virginia reported revenue growth.
These increases were partially offset by:
•A decline in sales in Illinois of $3,607 - the number of units sold decreased by approximately 5% driven in part by the closure of one dispensary in January 2026, and the average price per unit declined as we increased our use of promotions due to continued competition;
•A decline in sales in Massachusetts of $2,153 - while the number of units sold increased by approximately 3%, the average price per unit declined due to continued competition and price compression;
•A decline in sales in Nevada of $863 - while the number of units sold remained relatively flat, the average price per unit declined as we increased our use of promotions due to continued competition; and
•A decline in sales in Pennsylvania of $2,955 - the number of units sold decreased by approximately 2%, and the average price per unit declined as we increased our use of promotions due to increased competition and price compression.
Wholesale revenue increased by $8,141, primarily attributable to an increase of $4,004 in Massachusetts driven by increased bulk sales, expanded wholesale distribution, including placement in new dispensaries, and higher production
27
volumes that supported greater product availability. Wholesale revenue increased by $1,639 in Virginia due to higher demand from our wholesale partners. Wholesale revenue also increased by $1,611 in Pennsylvania, reflecting improved product quality, higher production volumes that supported greater product availability, and expanded wholesale distribution, including placement in new dispensaries. Increased production capacity in Ohio contributed to higher wholesale revenue of $942.
Gross Profit
Gross profit was $93,741 compared to $85,363, an increase of $8,378, or 10%. Gross profit margin increased to 45%, compared to 44%. The increase in gross profit and gross profit margin was primarily driven by higher sales volumes, particularly in the Ohio retail channel. Continued improvements in production efficiency and lower product costs across the Company's grower-processor facilities helped offset the impact of lower average selling prices resulting from continued competitive pricing pressure and promotional activity across our markets.
Operating Expenses
Operating expenses were $87,936 compared to $81,294, an increase of $6,642, or 8%. The following table presents information on our operating expenses for the periods indicated:
| Nine Months Ended September 30, | |||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Salaries, wages and employee related expenses | $ | 44,714 | $ | 43,055 | $ | 1,659 | 4 | % | |||||||||||||||
Depreciation and amortization expenses | 11,846 | 13,702 | (1,856) | (14) | % | ||||||||||||||||||
| Rent and related expenses | 9,121 | 9,415 | (294) | (3) | % | ||||||||||||||||||
| Professional fees and legal expenses | 6,666 | 5,584 | 1,082 | 19 | % | ||||||||||||||||||
Long-lived asset impairment | 1,334 | — | 1,334 | — | % | ||||||||||||||||||
Software and technology expenses | 3,703 | 3,230 | 473 | 15 | % | ||||||||||||||||||
Share-based compensation expense | 991 | 424 | 567 | 134 | % | ||||||||||||||||||
| Loss (gain) on asset disposals and lease terminations | 138 | (2,992) | 3,130 | (105) | % | ||||||||||||||||||
Other expenses (1) | 9,423 | 8,876 | 547 | 6 | % | ||||||||||||||||||
Total operating expenses | $ | 87,936 | $ | 81,294 | $ | 6,642 | 8 | % | |||||||||||||||
(1) Other expenses are primarily comprised of marketing and selling expenses, insurance costs, administrative and licensing fees, travel, entertainment and other.
Operating expenses increased primarily due to a benefit in the prior year related to a gain on asset sale and lease termination. Additionally, during the current year, we incurred higher employee-related costs resulting from expanded operations, including new store openings, higher share-based compensation expense as the prior year reflected higher forfeitures, higher legal expenses, and impairment charges relating to certain dispensaries pending relocation. These increases were partially offset by a reclassification of certain depreciation expense to cost of goods sold.
Other Income (Expense)
Interest Expense, Net
Interest expense, net was $30,506 compared to $30,486, an increase of $20.
Fair Value gain (loss) on Derivatives
Fair value gain on derivatives was $2,886 compared to a loss of $5,875. Fair value gain (loss) on derivatives include the fair value changes relating to the derivative warrants. The derivative warrants are required to be remeasured at fair value at each reporting period. The fair value changes in derivatives were primarily attributable to the movement in our stock price during the corresponding period.
28
Other, Net
Other, net was an expense of $3,362, compared to income of $6,992, a change of $10,354. The change was primarily driven by a $5,016 loss on debt extinguishment/modification in the current year, compared to $— in the prior year. In addition, the prior year included a higher non-cash adjustment related to an indemnification asset arising from uncertain tax positions associated with acquisitions made in prior years, which resulted in expense of $1,671 compared to income of $33 in the current year, as the related tax liabilities have largely been resolved through the expiration of the applicable statutes of limitations. Additionally, employee retention credit income was $108 in the current year, compared to $7,621 in the prior year.
Income Tax Expense
Total income tax expense was $14,518 compared to $27,735 in the prior year, a decrease of $13,217 or 48%, reflecting the federal rescheduling of state-licensed medical cannabis from Schedule I to Schedule III, which became effective on April 28, 2026, and the resulting elimination of 280E for qualifying state-licensed medical cannabis activities. The federal rescheduling framework established an expedited DEA registration process for state-licensed medical cannabis operators. The Company has submitted applications for its medical and dual-use operations, and all applications remain pending. In addition, the Company recognized a discrete income tax benefit of approximately $6,397 related to the reassessment of certain deferred tax balances. The benefit primarily resulted from the reduction of previously recorded tax reserves associated with temporary differences for which the related tax deductions are expected to be recognized after April 28, 2026, when 280E no longer limits the related deductions for qualifying state-licensed medical cannabis activities.
Non-GAAP Measures and Reconciliation
In addition to providing financial measurements based on GAAP, we provide additional financial metrics that are not prepared in accordance with GAAP. We use non-GAAP financial measures, in addition to GAAP financial measures, to understand and compare operating results across accounting periods, for financial and operational decision making, for planning and forecasting purposes and to evaluate our financial performance. These non-GAAP financial measures are EBITDA and Adjusted EBITDA (each as defined below). We believe that these non-GAAP financial measures reflect our ongoing business by excluding the effects of expenses that are not reflective of our operating business performance and allow for meaningful comparisons and analysis of trends in our business. These non-GAAP financial measures also facilitate comparing financial results across accounting periods and to those of peer companies. As there are no standardized methods of calculating these non-GAAP measures, our methods may differ from those used by others, and accordingly, the use of these measures may not be directly comparable to similar measures used by others, thus limiting their usefulness. Accordingly, these non-GAAP measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP.
EBITDA and Adjusted EBITDA
EBITDA and Adjusted EBITDA are financial measures that are not defined under GAAP. We define EBITDA as net income (loss), or “earnings”, before interest, income taxes, depreciation and amortization. We define Adjusted EBITDA as EBITDA before: (i) non-cash share-based compensation expense; (ii) inventory-related adjustments; (iii) fair value changes in derivatives; (iv) other (income)/expense items; (v) transaction costs; (vi) asset impairment; and (vii) gain/loss on debt extinguishment. These financial measures are metrics that have been adjusted from the GAAP net income (loss) measure in an effort to provide readers with a normalized metric in making comparisons more meaningful across the cannabis industry, as well as to remove items that we do not believe represent the operations of the core business such as acquisition, transaction and other non-recurring costs that may otherwise distort the GAAP net income measure. Other companies in our industry may calculate this measure differently, limiting their usefulness as comparative measures.
29
Reconciliation of EBITDA and Adjusted EBITDA (Non- GAAP Measures)
Adjusted EBITDA for the three months ended September 30, 2026 and 2025, was $13,610 and $12,793, respectively, an increase of $817 or 6%. Adjusted EBITDA for the nine months ended September 30, 2026 and 2025, was $38,347 and $36,335, respectively, an increase of $2,012 or 6%.
The table below reconciles net loss to EBITDA and Adjusted EBITDA for the periods indicated.
(Amounts expressed in thousands of U.S. dollars)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
NET LOSS | $ | (12,519) | $ | (23,689) | $ | (39,695) | $ | (53,035) | |||||||||||||||
| Income tax expense | 6,777 | 8,829 | 14,518 | 27,735 | |||||||||||||||||||
| Interest expense, net | 10,232 | 10,267 | 30,506 | 30,486 | |||||||||||||||||||
Depreciation and amortization (1) | 7,513 | 7,796 | 24,691 | 23,798 | |||||||||||||||||||
| EBITDA (Non-GAAP) | 12,003 | 3,203 | 30,020 | 28,984 | |||||||||||||||||||
Non-cash share-based compensation | 287 | 357 | 991 | 424 | |||||||||||||||||||
| Fair value changes in derivatives | (241) | 6,325 | (2,886) | 5,875 | |||||||||||||||||||
| Long-lived asset impairment | — | — | 1,334 | — | |||||||||||||||||||
Loss on debt extinguishment/modification | — | — | 5,016 | — | |||||||||||||||||||
Other (income) expense, net (2) | 1,561 | 2,908 | 3,872 | 1,052 | |||||||||||||||||||
| Adjusted EBITDA (Non-GAAP) | $ | 13,610 | $ | 12,793 | $ | 38,347 | $ | 36,335 | |||||||||||||||
(1) | Includes amounts that are included in cost of goods sold and in operating expenses. | ||||
(2) | Includes: (i) remeasurement of contingent consideration related to acquisitions; (ii) losses (gains) on legal settlements; (iii) losses (gains) on asset disposals; (iv) foreign exchange losses (gains); (v) indemnification asset adjustments related to acquisitions; and (vi) start-up costs. | ||||
Liquidity and Capital Resources
(Amounts expressed in thousands of U.S. dollars, unless otherwise stated)
Sources and Uses of Cash
We had cash, cash equivalents and restricted cash of $30,860 as of September 30, 2026.
The major components of our statements of cash flows for the nine months ended September 30, 2026 and 2025, are as follows:
| Nine Months Ended September 30, | |||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
Net cash flows provided by operating activities | $ | 12,940 | $ | 11,674 | $ | 1,266 | 11 | % | |||||||||||||||
Net cash flows used in investing activities | (10,910) | (10,152) | (758) | 7 | % | ||||||||||||||||||
Net cash flows provided by financing activities | 2,214 | 3,291 | (1,077) | (33) | % | ||||||||||||||||||
| Net change in cash, cash equivalents and restricted cash | $ | 4,244 | $ | 4,813 | $ | (569) | (12) | % | |||||||||||||||
30
Operating activities
Cash provided by operations was $12,940, as compared to $11,674. The increase is primarily attributable to an improvement in our operating results, as discussed above.
Investing activities
Net cash used in investing activities was $10,910 compared to $10,152. The current year includes $9,826 for the purchase of property, plant and equipment for use in our operations, and $1,670 relating to intangible assets acquired, which were partially offset by $586 proceeds from sale of non-core assets. The prior year includes $13,003 for the purchase of property, plant and equipment for use in our operations, and $1,099 of intangible assets acquired, which were partially offset by $3,950 proceeds from sale of non-core assets.
Financing activities
Net cash provided by financing activities was $2,214 compared to $3,291.
The current year net cash flows provided by financing activities reflect borrowings under the 2026 Term Loan of $160,000, which included $17,483 of cash proceeds received by the Company, $6,400 of non-cash original issue discount, and $136,117 that was used by the lender to settle the Second Lien Notes and 2024 Term Loan and to pay certain related refinancing fees. These inflows were partially offset by $11,487 of debt principal payments, $1,820 of finance lease obligations, $1,361 of other financing activities, and $606 of loan financing costs.
The prior year net cash flows provided by financing activities includes $8,081 of net proceeds from debt, which were partially offset by payments of $1,768 of finance lease obligations, $1,657 of debt principal payments, and $1,365 of other financing activities.
Liquidity
We believe that our existing cash and cash equivalents, together with cash from operations, will be sufficient to meet our working capital and capital expenditure needs for at least the next twelve months. During the nine months ended September 30, 2026, we enhanced liquidity by refinancing our 2024 Term Loan and our Second Lien Notes through the issuance of a $160,000 2026 Term Loan to a syndicate of lenders. The 2026 Term Loan was issued at a 4% original issue discount, bears interest at a rate of 12.5% per annum payable in cash monthly, and matures in March 2029. This transaction resulted in excess proceeds of $17,483, which were retained on the balance sheet for general corporate purposes. The 2026 Term Loan includes a financial covenant that requires us to maintain a minimum unrestricted cash balance of $15,000 at all times. As of September 30, 2026, we were in compliance with this financial covenant. Refer to Note 8 - Debt of our Quarterly Financial Statements contained in Part I. Item 1 of this report for more information. We may also choose to take advantage of additional opportunistic capital raising or refinancing transactions at any time. Accordingly, we expect to satisfy our upcoming maturities through some combination of extensions, refinancing and/or capital market transactions, which could include the sale or other issuance of equity securities. Based on current discussions with existing lenders, financing sources and our historical ability to obtain capital, we believe we will be able to meet our upcoming maturities as they become due.
Off-Balance Sheet Arrangements and Contractual Obligations
As of September 30, 2026, we do not have any off‐balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a smaller reporting company, we are not required to provide the information required by this item.
31
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management carried out an evaluation under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based upon such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, 2026, our disclosure controls and procedures were effective.
Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
32
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
For a description of our legal proceedings, refer to Claims and Litigation in Note 16 - Commitments and Contingencies in the Notes to the Unaudited Condensed Consolidated Financial Statements of this Quarterly Report on Form 10-Q.
Item 1A. Risk Factors
The Company is subject to numerous risks and uncertainties, any of which could have a significant or material adverse effect on our business, financial condition, liquidity or consolidated financial statements. You should carefully consider the risk factors disclosed below and under the heading “Risk Factors”, which are included in the 2025 Form 10-K, which was also filed on SEDAR. The risks described therein and herein are not the only ones we face. Other than set forth herein, there have been no material changes from the risk factors previously disclosed. We have included a more fulsome explanation of the risks associated with the Arrangement in the definitive proxy statement that we filed with the Securities and Exchange Commission on May 11, 2026.
Risks Related to the Arrangement
We may not realize the anticipated benefits of the Continuance, or we may not realize the anticipated benefits of the Continuance within the anticipated timeframe.
On July 30, 2026, we filed articles of domestication and articles of incorporation with the Secretary of State of the State of Nevada to continue out from the jurisdiction of the Province of British Columbia, Canada, to the jurisdiction of the U.S. State of Nevada (the “Continuance”). The Continuance was consummated pursuant to a plan of arrangement, which was approved by the Company’s shareholders at an annual general and special meeting of the shareholders held on June 24, 2026, and a Final Order issued by the Supreme Court of British Columbia, Canada on June 29, 2026. We believe the Continuance will enhance shareholder value by better aligning our corporate structure with our operations and allowing us to operate more efficiently.
We may not be able to realize the anticipated benefits of the Continuance, or may not be able to realize the anticipated benefits of the Continuance within the anticipated timeframe. Our expectations with respect to the benefits of the Continuance and the timeframe in which those benefits may occur are subject to several assumptions that could prove incorrect. If the Continuance does not provide the anticipated benefits, or does not provide the anticipated benefits within the anticipated timeframe, we may incur additional expenses, lose potential opportunities, or face other adverse consequences, and if expected benefits do not meet investor or analyst expectations, the market price of our Common Stock may decline.
Risks Related to the Regulatory Environment
Cannabis is illegal under U.S. federal law.
In the U.S., cannabis is largely regulated at the state level. Each state in which we operate (or are currently proposing to operate) authorizes, as applicable, medical and/or adult-use cannabis production and distribution by licensed or registered entities, and numerous other states have legalized adult-use cannabis in some form. However, under U.S. federal law, the possession, use, cultivation, and transfer of cannabis and any related drug paraphernalia is illegal, and any such acts are criminalized under the Controlled Substances Act (“CSA”). Cannabis is a Schedule I controlled substance under the CSA, and is thereby deemed to have a high potential for abuse, no accepted medical use in the U.S., and a lack of safety for use under medical supervision. The concepts of “medical cannabis,” “retail cannabis,” and “adult-use cannabis” do not exist under U.S. federal law. However, in October of 2022, the Biden Administration announced its intention to review the regulation of cannabis under the CSA by directing the Secretary of Health and Human Services and the Attorney General to initiate the administrative process to expeditiously review marijuana’s Schedule I status. On August 29, 2023, the Department of Health and Human Services (“HHS”) delivered a recommendation to move cannabis from Schedule I to Schedule III to the U.S. Drug Enforcement Administration (“DEA”).
33
On May 21, 2024, the DEA published a proposed rule in the Federal Register by which it proposed to transfer marijuana from Schedule I of the CSA to Schedule III. The DEA stated that the re-scheduling would be “consistent with the view of the Department of Health and Human Services that marijuana has a currently accepted medical use as well as HHS’s views about marijuana’s abuse potential and level of physical or psychological dependence.” The DEA further stated that “if the transfer to Schedule III is finalized, the regulatory controls applicable to Schedule III controlled substances would apply, as appropriate, along with existing marijuana-specific requirements and any additional controls that might be implemented, including those that might be implemented to meet U.S. treaty obligations. If marijuana is transferred to Schedule III, the manufacture, distribution, dispensing, and possession of marijuana would remain subject to the applicable criminal prohibitions of the CSA. Any drugs containing a substance within the CSA’s definition of ‘marijuana’ would also remain subject to the applicable prohibitions in the Federal Food, Drug, and Cosmetic Act.” As part of the proposed rule, the DEA solicited public comments through July 22, 2024. The proposed rule received over 40,000 comments.
On August 29, 2024, the DEA announced in the Federal Register that it would hold a hearing on December 2, 2024, to address procedural and scheduling matters. Merits-based hearings were expected to begin on January 1, 2025, with testimony from government witnesses, but those hearings were stayed indefinitely. On April 28, 2026, the DEA published a withdrawal of the prior notice of hearing and terminated the pending hearing proceedings, stating that it would initiate new hearing proceedings as the most expeditious manner of completing the rulemaking process in accordance with federal law.
On December 18, 2025, President Trump signed an executive order directing U.S. Attorney General Pam Bondi to complete the rescheduling process in an “expeditious manner.”
On April 23, 2026, the Department of Justice announced that it placed U.S. Food and Drug Administration (“FDA”) approved cannabis products and products containing medical cannabis subject to a qualifying state-issued license in Schedule III and announced that the DEA would initiate a new administrative hearing process to consider the broader rescheduling of marijuana beyond FDA-approved cannabis products and state-licensed medical cannabis products from Schedule I to Schedule III. The DEA commenced formal hearing proceedings on June 29, 2026, which concluded on July 15, 2026.
On April 28, 2026, the DEA issued rules in the Federal Register rescheduling FDA-approved cannabis products and products containing medical cannabis from a state-licensed medical cannabis license from Schedule I to Schedule III of the CSA (“Rescheduling Rule”). The Rescheduling Rule also created an expedited process for state medical cannabis licensees, including medical marijuana dispensaries, to register with the DEA, enabling qualifying entities holding state medical cannabis licenses to engage in the manufacture, distribution, and/or dispensing of cannabis for medical purposes under federal law. The Rescheduling did not appear to address or amend the legality of adult-use cannabis, which remains subject to separate consideration through the pending administrative hearing process. On May 4, 2026, SAM, Inc. (d/b/a Smart Approaches to Marijuana) and National Drug and Alcohol Screening Association, Inc. filed a petition in the U.S. Court of Appeals for the District of Columbia Circuit challenging the Rescheduling Rule. If the petitioners are successful, the Rescheduling Rule could be subject to being set aside.
While further federal action could result in the decriminalization of cannabis for medical and adult use by descheduling or rescheduling non-medical marijuana, there are no assurances if or when there could be any further change in the regulation of marijuana under the CSA, including as a result of the pending DEA administrative hearing process or related litigation. Additionally, it is not yet clear how the mechanics of the partial rescheduling of cannabis will impact business operations, tax treatment, banking access, federal registration obligations, or other regulatory requirements applicable to cannabis businesses. Although we believe that our business activities are compliant with applicable state and local laws in the U.S., compliance with state and local cannabis laws would not necessarily provide a defense to any federal proceeding that may be brought against us, even if the Company registers medical cannabis operations with the DEA. Any such proceedings may result in a material adverse effect on us. We derive 100% of our revenues from the cannabis industry. The enforcement of applicable U.S. federal laws poses a significant risk to us.
Violations of any U.S. federal laws and regulations could result in significant fines, penalties, administrative sanctions, or settlements arising from civil proceedings conducted by either the U.S. federal government or private citizens. We may
34
also be subject to criminal charges under the CSA, and if convicted could face a variety of penalties including, but not limited to, disgorgement of profits, cessation of business activities or divestiture. Any of these penalties could have a material adverse effect on our reputation and ability to conduct our business, our holding (directly or indirectly) of medical and adult-use cannabis licenses in the U.S., our financial position, operating results, profitability, liquidity or the market price of our publicly-traded shares. In addition, it is difficult for us to estimate the time or resources that would be needed for the investigation, settlement, or trial of any such proceedings or charges, and such time or resources could be substantial.
As a cannabis business, we may be subject to certain tax provisions that have a material adverse effect on our business, financial condition and results of operations.
Under Internal Revenue Code Section 280E (“280E”) “no deduction or credit shall be allowed for any amount paid or incurred during the taxable year in carrying on any trade or business if such trade or business (or the activities which comprise such trade or business) consists of trafficking in controlled substances (within the meaning of schedule I and II of the CSA) which is prohibited by Federal law or the law of any State in which such trade or business is conducted.” This provision has been applied by the U.S. Internal Revenue Service (the “IRS”) to cannabis operations, and the IRS has taken the position that 280E prohibits companies engaged in such operations from deducting expenses directly associated with the sale of cannabis. As a result of 280E, an otherwise profitable business may, in fact, operate at a loss, after taking into account its U.S. income tax expenses. Consequently, 280E and related IRS enforcement activity may have a significant impact on the operations of cannabis companies, including our Company. The Rescheduling Rule removes the disallowance of deductions and credits attributable to state-licensed medical cannabis activities from the application of 280E on a prospective basis, starting on or after the effective date of April 28, 2026, for companies that register with the DEA, and therefore may provide tax relief to the Company with respect to its state-licensed medical cannabis operations to the extent 280E applies to the Company’s operations. The Rescheduling Rule also encouraged the IRS to make tax relief from 280E retroactive, but there is no guarantee the IRS will follow such guidance. The difference in tax treatment between our medical and non-medical cannabis products and operations may increase our accounting and compliance costs.
The re-classification of cannabis or changes in U.S. controlled substance laws and regulations could have a material adverse effect on our business, financial condition and results of operations.
In light of the Rescheduling Rule, medical cannabis subject to a qualifying state-issued license is now classified as a Schedule III substance. If cannabis more broadly is re-classified as a Schedule II or lower controlled substance under the CSA, the ability to conduct research on the medical benefits of cannabis would most likely be more accessible; however, if cannabis is re-classified to a lower schedule, the resulting re-classification would result in the need for approval by the FDA if medical claims are made about our medical cannabis products. As a result of such a re-classification, the manufacture, importation, exportation, domestic distribution, storage, sale and use of such products could become subject to a significant degree of regulation by the DEA. In that case, we may be required to be registered to perform these activities and have the security, control, recordkeeping, reporting and inventory mechanisms required by the DEA to prevent drug loss and diversion. Obtaining the necessary registrations may result in delay of the manufacturing or distribution of our products. The DEA conducts periodic inspections of registered establishments that handle controlled substances. Failure to maintain compliance could have a material adverse effect on our business, financial condition and results of operations. The DEA may seek civil penalties, refuse to renew necessary registrations, or initiate proceedings to restrict, suspend or revoke those registrations. In certain circumstances, violations could lead to criminal proceedings.
Risks Related to Our Business and Industry
The Company may not fully realize the anticipated benefits of Virginia's transition to an adult-use cannabis market.
Virginia will commence regulated adult-use cannabis sales on July 1, 2027. Although management believes the transition to an adult-use market presents a significant growth opportunity, the Company’s ability to fully realize the anticipated benefits of that opportunity will depend on the successful execution of numerous operational, financial, and strategic
35
initiatives. These initiatives include increasing production capacity, maintaining adequate inventory and staffing levels, allocating capital efficiently, and effectively managing anticipated increases in demand and competition.
There can be no assurance that consumer demand, market growth, pricing, or market share will develop as management anticipates. In addition, increased competition, operational challenges, supply constraints, execution delays, or higher-than-expected costs could limit the Company’s ability to achieve the expected benefits of the adult-use market.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information
Insider trading arrangements
During the three months ended September 30, 2026, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted terminated
Item 6. Exhibits
2.1(a) | |||||
3.1(a) | |||||
3.2(a) | |||||
3.3(a) | |||||
10.1(a) | |||||
10.2(a) | |||||
10.3(a) | |||||
| 31.1 | |||||
| 31.2 | |||||
| 32.1 | |||||
| 32.2 | |||||
101.INS | Inline XBRL Instance Document | ||||
101.SCH | Inline XBRL Taxonomy Extension Schema Document | ||||
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||||
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||||
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | ||||
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||||
| 104 | Cover Page Interactive Data File (embedded with Inline XBRL File) | ||||
| (a) | Incorporated by reference to our Form 8-K12G filed on July 31, 2026. | ||||
36
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| JUSHI HOLDINGS INC. | ||||||||
Date: October 28, 2026 | By: | /s/ Michelle Mosier | ||||||
| Michelle Mosier | ||||||||
| Chief Financial Officer and Chief Accounting Officer (principal financial and accounting officer) | ||||||||
37
Exhibit 31.1
Certification of Chief Executive Officer
pursuant to Rule 13a-14(a) or Rule 15d-14(a)
I, James Cacioppo, certify that:
(1) I have reviewed this quarterly report on Form 10-Q of Jushi Holdings Inc.;
(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
(4) The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
(5) The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: October 28, 2026
/s/ James Cacioppo | ||||||||
James Cacioppo | ||||||||
Chief Executive Officer (principal executive officer) | ||||||||
Exhibit 31.2
Certification of Chief Financial Officer
pursuant to Rule 13a-14(a) or Rule 15d- 14(a)
I, Michelle Mosier, certify that:
(1) I have reviewed this quarterly report on Form 10-Q of Jushi Holdings Inc.;
(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
(4) The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
(5) The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: October 28, 2026
/s/ Michelle Mosier | ||||||||
Michelle Mosier | ||||||||
Chief Financial Officer and Chief Accounting Officer (principal financial and accounting officer) | ||||||||
Exhibit 32.1
Certification of Chief Executive Officer
under Section 906 of the Sarbanes-Oxley Act of 2002
(18 U.S.C. § 1350)
In connection with the quarterly report of Jushi Holdings Inc. (the "Company") on Form 10-Q for the quarterly period ended September 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, James Cacioppo, Chief Executive Officer of the Company, certify, to my best knowledge and belief, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
Date: October 28, 2026
/s/ James Cacioppo | |||||
James Cacioppo | |||||
Chief Executive Officer (principal executive officer) | |||||
The foregoing certification is being furnished as an exhibit to the Report pursuant to Item 601(b)(32) of Regulation S-K and Section 906 of the Sarbanes-Oxley Act of 2002 and, accordingly, is not being filed with the Securities and Exchange Commission as part of the Report and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934 (whether made before or after the date of the Report, irrespective of any general incorporation language contained in such filing).
Exhibit 32.2
Certification of Chief Financial Officer
under Section 906 of the Sarbanes-Oxley Act of 2002
(18 U.S.C. § 1350)
In connection with the quarterly report of Jushi Holdings Inc. (the "Company") on Form 10-Q for the quarterly period ended September 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Michelle Mosier, Chief Financial Officer and Chief Accounting Officer of the Company, certify to my best knowledge and belief, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
Date: October 28, 2026
/s/ Michelle Mosier | |||||
Michelle Mosier Chief Financial Officer and Chief Accounting Officer (principal financial officer) | |||||
The foregoing certification is being furnished as an exhibit to the Report pursuant to Item 601(b)(32) of Regulation S-K and Section 906 of the Sarbanes-Oxley Act of 2002 and, accordingly, is not being filed with the Securities and Exchange Commission as part of the Report and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934 (whether made before or after the date of the Report, irrespective of any general incorporation language contained in such filing).