TerrAscend Corp. Approves Share Consolidation; Renews Buyback Program

What Happened

• TerrAscend Corp. (TSNDF) filed an 8-K reporting that at a virtual special meeting on August 24, 2026 shareholders approved a resolution to consolidate the company's shares (a reverse split) and the Board authorized a renewed share repurchase program. As of the June 30, 2026 record date the company had 309,175,647 common shares outstanding; 144,172,305 shares were represented at the meeting. The consolidation resolution allows the Board, at its discretion, to set a whole-number ratio anywhere between one post-consolidation share for every five to twenty pre-consolidation shares (1-for-5 to 1-for-20) any time before August 24, 2027. Any fractional shares resulting from the consolidation will be cancelled for no consideration, as described in the proxy materials.

Key Details

• Vote result on the consolidation: 143,095,552 For; 935,318 Against; 141,435 Abstentions; 0 Broker Non-Votes.
• Outstanding shares (record date): 309,175,647; shares represented at the meeting: 144,172,305.
• Repurchase program (authorized Aug 20, 2026 and effective Aug 24, 2026–Aug 23, 2027): up to the lesser of 10,000,000 Common Shares or US$10,000,000 (≈3.23% of outstanding shares as of Aug 13, 2026).
• Daily repurchase cap: 58,784 shares (25% of average daily TSX volume of 235,136). Repurchases may be open market, negotiated trades, block trades, or under Rule 10b5-1; acquired shares will be returned to treasury and cancelled.

Why It Matters

• The approved share consolidation (reverse split) reduces the number of shares outstanding and can change per-share metrics (earnings per share, market capitalization per share) and the share price level; the Board has wide flexibility to pick any whole-number ratio between 1-for-5 and 1-for-20 through Aug 24, 2027. Fractional shares will be cancelled for no consideration, which can slightly alter individual holdings.
• The renewed buyback program is modest (about 3.23% of outstanding shares) and gives management a tool to repurchase shares to potentially support the share price or optimize capital structure, but the company is not obligated to buy any amount and may suspend or end the program at any time. Daily limits and trading rules will govern the pacing of repurchases.

Exhibit: press release announcing the repurchase program was furnished as Exhibit 99.1 to the Form 8-K.