{"url_path":"/sec/cxxif/10-k/2026/item-7","section_key":"item-7","section_title":"Item 7 ** **Major Shareholders and Related Party Transactions**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-06-12","source_url":"https://www.sec.gov/Archives/edgar/data/831609/0001062993-26-003168-index.html","accession_number":"0001062993-26-003168","cik":"0000831609","ticker":"CXXIF","issuer_name":"C21 Investments Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/831609/0001062993-26-003168-index.html","primary_entity_key":"0000831609","primary_entity_name":"C21 Investments Inc."},"word_count":566,"has_tables":true,"body_markdown":"**Item 7.** **Major Shareholders and Related Party Transactions**\n\n**A.** **Major Shareholders**\n\nThe Company's securities are recorded on the books of its transfer agent, Computershare, in registered form. The majority of such shares are, however, registered in the name of intermediaries such as brokerage houses and clearing houses on behalf of their respective clients. The Company does not have knowledge of the beneficial owners thereof.\n\nTo the best of the Company's knowledge, there are no persons or companies who beneficially own, directly or indirectly, or exercise control or direction over, securities carrying more than 5% of the voting rights attached to any class of voting securities of the Company, other than the Company's President and Chief Executive Officer, Sonny Newman, through his control of The Newman Family 1999 Trust (the \"**Trust**\").\n\nThe Trust obtained 12,500,000 common shares as a result of the Company's acquisition of 100% of the membership interests of both Silver State Relief LLC and Silver State Cultivation LLC, which are Nevada limited liability companies, on January 15, 2019.\n\nAs of December 31, 2024, Nomura Holdings, Inc. **(\"Nomura**\") held 10,146,622 common shares, which represents an approximate 21% increase from the common shares held as of December 31, 2023, according to the Schedule 13G/A beneficial ownership report filed by Nomura and one of their wholly owned subsidiaries with the SEC on February 19, 2025. This 13G/A showed that both Nomura and its wholly owned subsidiary each held less than 5% of the Company's shares. Accordingly, there has been no Schedule 13G/A filed by Nomura since. There has also been no Schedule 13G filed by any company for any period after December 31, 2024. \n\nThe securities held by the Trust do not have different voting rights from those of the other securityholders of the same class of securities.\n\nThe following table shows the record and, where known to us, the beneficial ownership of our shares by each shareholder holding at least 5% of the common shares of the Company as at the date of this report. As used herein, the term beneficial ownership with respect to a security is defined by Rule 13d-3 under the Exchange Act.\n\n**Name of Shareholder**\n**No. of SharesHeld**\n**Percentage ofIssued Shares**\n\nThe Newman Family 1999 Trust\n12,500,000\n10.5%\n\nThe Company is not owned directly or indirectly by another corporation, foreign government or any other natural person. There are no arrangements known to the Company, the operation of which may result in a change of control of the Company.\n\n58\n\nAs of May 31, 2026, there were 104 registered holders of the Company's Common Shares with addresses in the United States, with combined holdings of 15,263,295 Common Shares. The number of registered holders does not include beneficial owners whose Common Shares are held in street name by brokers and other nominees. Common Shares held by persons in the United States may be held by a non-US registered holder and therefore the number of common shares held by persons in the United States may be higher.\"\n\n**B.** **Related Party Transactions**\n\n***Consulting Agreement with CB1***\n\nCB1 Capital currently invoices $5,000 per month, on a month to month basis. Mr. Harrison is a principal of CB1.  On January 28, 2021, Mr. Harrison was named to the Company's Board of Directors.\n\nFor further information, see Management's Discussion and Analysis, attached hereto as Exhibit 15.1, and incorporated by reference herein.\n\n**C.** **Interests of Experts and Counsel**\n\nNot Applicable."}