Form 8-K Ascend Wellness Holdings For: Feb 11

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February 13, 2026 4:35 PM EST

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________

FORM 8-K

__________________________

CURRENT REPORT

Pursuant to Section 13 OR 15(D) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 11, 2026

__________________________

ASCEND WELLNESS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

333-254800

83-0602006

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

44 Whippany Road

Suite 101

Morristown, NJ 07960

(Address of principal executive offices)

(646) 661-7600

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below).

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 8.01. Other Events.

As previously disclosed in the Current Report on Form 8-K filed by Ascend Wellness Holdings, Inc. (the “Company”) on February 6, 2026, an arbitrator issued an award (the “Award”) in favor of Green Thumb Industries Inc. and TWD18, LLC (collectively, “GTI”) relating to a June 2018 side letter agreement between the parties, resulting in a net award to GTI of approximately $19.7 million.

Subsequent to the issuance of the Award, the Company entered into a settlement agreement dated February 11, 2026 with GTI (the “Settlement Agreement”) pursuant to which the parties agreed to resolve and fully satisfy the Award in exchange for a negotiated payment of $17.0 million. The Company has paid the settlement amount in accordance with the Settlement Agreement, and the Award has been fully satisfied, discharged, and extinguished.

The Settlement Agreement resolves all claims asserted in the arbitration proceeding. The Company does not expect the settlement to result in any material disruption to its ongoing operations.

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 hereunto duly authorized.