Ascend Wellness Stockholders Approve Reverse Split Ahead of US Listing

Ascend Wellness Holdings announced on August 31, 2026 that its stockholders approved an amendment to the company’s Certificate of Incorporation authorizing a reverse stock split of its Class A common stock, a step the company has described as a prerequisite to applying for a listing on a major U.S. exchange.

The vote took place at a virtual Special Meeting of Stockholders held on August 28, 2026. Of the 203,033,639 Class A Common Shares outstanding as of the July 7, 2026 record date, holders of 113,702,839 shares, or approximately 56%, were represented in person or by proxy, constituting a quorum, according to the company’s announcement. Approval required the affirmative vote of a majority of the outstanding Class A Common Shares. The proposal received 112,305,378 votes in favor, or 55.3% of the outstanding shares, with 1,391,090 shares, or 0.7%, voted against and 6,371 shares abstaining.

Stockholders also approved a related proposal to adjourn the meeting to solicit additional proxies, though adjournment was not necessary. Final voting results will be reported in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission.

“With this approval in hand, we are better positioned for a listing on a major U.S. exchange. When conditions allow, we are ready to act on terms that are right for our business,” said Sam Brill, CEO and Director of AWH.

Terms of the Approved Split

The approval authorizes the company’s Board of Directors to determine whether and when to implement the reverse split at a ratio of between 1-for-10 and 1-for-50, at its discretion. The exact ratio would be determined in connection with the company’s planned application to list the Class A Common Shares on a national securities exchange. The board may also determine not to implement the split, and its authority expires on the earlier of August 28, 2027 or the listing of the shares on a national securities exchange.

If implemented at a ratio greater than 10-to-1, the approval also constitutes stockholder approval for purposes of Canadian Securities Exchange Policy 4, as referenced by CSE Policy 9, subject to any required CSE acceptance. The company stated that the split itself would not change the value of any stockholder’s investment: stockholders would hold fewer shares, each with a proportionally higher value, and percentage ownership and voting power would remain unchanged except for minor adjustments from rounding up fractional shares. No fractional shares will be issued.

The company’s definitive proxy statement, filed with the SEC ahead of the meeting, stated that the purpose of the reverse split is to increase the market price of the Class A Common Shares in connection with a potential uplisting to the NYSE American or Nasdaq. The Class A Common Shares currently trade on the OTCQX Best Market under the symbol “AAWH” and on the CSE under “AAWH-U.” Between June 8, 2026 and July 8, 2026, the high and low sales prices of the shares were $0.57 and $0.42 per share, respectively, according to the proxy statement.

The proxy statement said the board believes the split could position the shares to satisfy initial listing requirements, including applicable minimum bid price requirements, while potentially supporting institutional investor participation and analyst and broker-dealer interest. It noted that many funds and institutions have investment guidelines that prohibit them from investing in stocks trading below a certain threshold.

The proxy statement also disclosed that the company expects the final ratio, if implemented, may be greater than 10-to-1, and included a table of illustrative outcomes based on the July 7, 2026 share count: a 1-for-10 split would leave approximately 20,303,364 shares outstanding, while a 1-for-50 split would leave approximately 4,060,673.

Stated Risks and Conditions

The proxy statement cautioned that the effect of the reverse split on the market price of the shares cannot be predicted with certainty and that results of reverse splits by companies in similar circumstances have varied. It stated that even if the split achieves the requisite price increase, there can be no assurance the company will meet initial listing requirements or be permitted to list on a national securities exchange, because adult-use cannabis remains illegal under U.S. federal law and, under current exchange policies and practices, national securities exchanges have not listed companies engaged in adult-use cannabis activities.

Absent a change in federal law, its interpretation or enforcement, exchange policies, or a restructuring of the company’s operations, the proxy statement said the company does not expect to be eligible to list its Class A Common Shares on a national securities exchange. The proxy statement also disclosed that the board does not intend for the transaction to be the first step in a “going private transaction” within the meaning of Rule 13e-3 of the Exchange Act, and that stockholders will not be entitled to dissenters’ rights of appraisal under Delaware law.

The company said no action is required by stockholders at this time, and that it will provide further details, including the final ratio and effective date, if and when the board determines to implement the split. The company first announced the special meeting vote on July 13, 2026, and the solicitation of proxies began on or about July 9, 2026.

Ascend Wellness Holdings is a vertically integrated cannabis operator with assets in Illinois, Maryland, Massachusetts, Michigan, New Jersey, Ohio, and Pennsylvania. It produces and distributes its in-house Ozone, Simply Herb, High Wired, Honor Roll, Royale, and Effin’ branded products for retail and wholesale customers.