SCHUTTER EDWARD J 4

What Happened
Edward J. Schutter, a director of TerrAscend Corp. (TSNDF), acquired secured convertible debentures with an aggregate principal amount of $1,000,000 in a private placement that closed on June 23, 2026. The debentures were purchased at $1,000 per debenture (aggregate $1,000,000). This is a purchase of a convertible debt instrument (a potential bullish signal, as it gives the holder the option to convert to equity), not an immediate common-stock buy.

Key Details

• Transaction date: June 23, 2026; Form 4 filed June 25, 2026 (timely filing).
• Instrument: Secured convertible debentures, aggregate principal $1,000,000; purchase price $1,000 per debenture.
• Interest & maturity: 8.00% per year, payable quarterly in cash (company may elect to pay interest-in-kind by capitalizing it); maturity September 30, 2031.
• Conversion: Convertible at $0.87 per share (conversion terms subject to adjustments per the debenture agreement). Based on the $1,000,000 principal, conversion would equal roughly 1,149,425 common shares (per filing footnote).
• Holdings update: The filer updated Table I to remove 2,000 convertible debentures previously reported as issued in 2023 that matured and were repaid in cash.
• Transaction code: A = Award/Acquisition (derivative instrument). This was a debt purchase convertible into equity, not an immediate share purchase or option exercise.

Context
A convertible debenture purchase gives the investor fixed-income characteristics (interest and principal) with the option to convert into equity later if conversion is attractive. For retail investors, note this is a debt investment that could dilute equity if converted; conversion would result in a substantial number of shares at the stated conversion price. The filing is informational and does not by itself indicate the director’s intent to convert, hold, or sell future shares.