{"url_path":"/sec/jushf/10-q/2026/cover-page","section_key":"cover-page","section_title":"Cover Page","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-12","source_url":"https://www.sec.gov/Archives/edgar/data/1909747/0001628280-26-034135-index.html","accession_number":"0001628280-26-034135","cik":"0001909747","ticker":"JUSHF","issuer_name":"Jushi Holdings Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1909747/0001628280-26-034135-index.html","primary_entity_key":"0001909747","primary_entity_name":"Jushi Holdings Inc."},"word_count":9357,"has_tables":true,"body_markdown":"jush-20260331\n0001909747FALSE12/312026Q1http://fasb.org/us-gaap/2025#OtherAssetsNoncurrenthttp://fasb.org/us-gaap/2025#OtherAssetsNoncurrenthttp://fasb.org/us-gaap/2025#AccruedLiabilitiesCurrenthttp://fasb.org/us-gaap/2025#AccruedLiabilitiesCurrent66.6667xbrli:sharesiso4217:USDiso4217:USDxbrli:sharesxbrli:pureiso4217:BNDiso4217:VNDjush:loanjush:revenueStreamutr:ftjush:segment00019097472026-01-012026-03-3100019097472026-05-0500019097472026-03-3100019097472025-12-310001909747us-gaap:RelatedPartyMember2026-03-310001909747us-gaap:RelatedPartyMember2025-12-310001909747jush:SubordinateVotingSharesMember2026-03-310001909747jush:SubordinateVotingSharesMember2025-12-3100019097472025-01-012025-03-310001909747jush:SubordinateVotingSharesMemberus-gaap:CommonStockMember2025-12-310001909747us-gaap:AdditionalPaidInCapitalMember2025-12-310001909747us-gaap:RetainedEarningsMember2025-12-310001909747us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-12-310001909747us-gaap:NoncontrollingInterestMember2025-12-310001909747us-gaap:AdditionalPaidInCapitalMember2026-01-012026-03-310001909747us-gaap:AccumulatedOtherComprehensiveIncomeMember2026-01-012026-03-310001909747us-gaap:RetainedEarningsMember2026-01-012026-03-310001909747jush:SubordinateVotingSharesMemberus-gaap:CommonStockMember2026-03-310001909747us-gaap:AdditionalPaidInCapitalMember2026-03-310001909747us-gaap:RetainedEarningsMember2026-03-310001909747us-gaap:AccumulatedOtherComprehensiveIncomeMember2026-03-310001909747us-gaap:NoncontrollingInterestMember2026-03-310001909747jush:SubordinateVotingSharesMemberus-gaap:CommonStockMember2024-12-310001909747us-gaap:AdditionalPaidInCapitalMember2024-12-310001909747us-gaap:RetainedEarningsMember2024-12-310001909747us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-12-310001909747us-gaap:NoncontrollingInterestMember2024-12-3100019097472024-12-310001909747us-gaap:AdditionalPaidInCapitalMember2025-01-012025-03-310001909747us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-01-012025-03-310001909747us-gaap:NoncontrollingInterestMember2025-01-012025-03-310001909747us-gaap:RetainedEarningsMember2025-01-012025-03-310001909747jush:SubordinateVotingSharesMemberus-gaap:CommonStockMember2025-03-310001909747us-gaap:AdditionalPaidInCapitalMember2025-03-310001909747us-gaap:RetainedEarningsMember2025-03-310001909747us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-03-310001909747us-gaap:NoncontrollingInterestMember2025-03-3100019097472025-03-310001909747jush:CannabisPlantsMember2026-03-310001909747jush:CannabisPlantsMember2025-12-310001909747jush:HarvestedCannabisAndPackagingMember2026-03-310001909747jush:HarvestedCannabisAndPackagingMember2025-12-310001909747us-gaap:BuildingMember2026-03-310001909747us-gaap:BuildingMember2025-12-310001909747us-gaap:LandMember2026-03-310001909747us-gaap:LandMember2025-12-310001909747us-gaap:LeaseholdImprovementsMember2026-03-310001909747us-gaap:LeaseholdImprovementsMember2025-12-310001909747us-gaap:MachineryAndEquipmentMember2026-03-310001909747us-gaap:MachineryAndEquipmentMember2025-12-310001909747jush:FurnitureFixturesAndOfficeEquipmentMember2026-03-310001909747jush:FurnitureFixturesAndOfficeEquipmentMember2025-12-310001909747us-gaap:ConstructionInProgressMember2026-03-310001909747us-gaap:ConstructionInProgressMember2025-12-310001909747jush:A2026TermLoanMemberus-gaap:SecuredDebtMember2026-03-310001909747jush:A2026TermLoanMemberus-gaap:SecuredDebtMember2025-12-310001909747jush:SecondLienNotesMemberus-gaap:UnsecuredDebtMember2026-03-310001909747jush:SecondLienNotesMemberus-gaap:UnsecuredDebtMember2025-12-310001909747jush:A2024TermLoanMemberus-gaap:SecuredDebtMember2026-03-310001909747jush:A2024TermLoanMemberus-gaap:SecuredDebtMember2025-12-310001909747jush:AcquisitionRelatedPromissoryNotesPayableMembersrt:MinimumMemberus-gaap:UnsecuredDebtMember2026-03-310001909747jush:AcquisitionRelatedPromissoryNotesPayableMembersrt:MaximumMemberus-gaap:UnsecuredDebtMember2026-03-310001909747jush:AcquisitionRelatedPromissoryNotesPayableMemberus-gaap:UnsecuredDebtMember2026-03-310001909747jush:AcquisitionRelatedPromissoryNotesPayableMemberus-gaap:UnsecuredDebtMember2025-12-310001909747jush:MortgageLoansMembersrt:MinimumMemberus-gaap:MortgagesMember2026-03-310001909747jush:MortgageLoansMembersrt:MaximumMemberus-gaap:MortgagesMember2026-03-310001909747jush:MortgageLoansMemberus-gaap:MortgagesMember2026-03-310001909747jush:MortgageLoansMemberus-gaap:MortgagesMember2025-12-310001909747jush:DebtSubjectToScheduledRepaymentsMember2026-03-310001909747jush:DebtSubjectToScheduledRepaymentsMember2025-12-310001909747jush:PromissoryNotesPayableToSammartinoMemberus-gaap:NotesPayableOtherPayablesMember2026-03-310001909747jush:PromissoryNotesPayableToSammartinoMemberus-gaap:NotesPayableOtherPayablesMember2025-12-310001909747jush:SecondLienNotesMemberus-gaap:SecuredDebtMember2026-03-270001909747jush:A2024TermLoanMemberus-gaap:SecuredDebtMember2026-01-012026-03-310001909747jush:A2026TermLoanMemberus-gaap:SecuredDebtMember2026-03-270001909747jush:A2026TermLoanMemberus-gaap:SecuredDebtMember2026-01-012026-03-310001909747jush:A2026TermLoanMemberus-gaap:SecuredDebtMember2026-03-272026-03-270001909747jush:SerpentineCapitalManagementIIIMemberjush:A2026TermLoanMemberus-gaap:SecuredDebtMember2026-03-270001909747jush:DenisArsenaultMemberjush:A2026TermLoanMemberus-gaap:SecuredDebtMember2026-03-270001909747jush:ParmaMember2025-01-012025-06-300001909747jush:ParmaMemberjush:AcquisitionRelatedPromissoryNotesPayableMember2026-02-012026-02-280001909747jush:ParmaMemberjush:AcquisitionRelatedPromissoryNotesPayableMember2026-02-280001909747jush:ParmaMember2026-01-012026-03-310001909747jush:ArlingtonMortgageMemberus-gaap:MortgagesMember2021-12-310001909747jush:ArlingtonMortgageMemberus-gaap:MortgagesMember2026-03-310001909747us-gaap:RevolvingCreditFacilityMemberjush:DicksonCityMortgageMemberus-gaap:LineOfCreditMember2022-07-310001909747us-gaap:RevolvingCreditFacilityMemberus-gaap:PrimeRateMemberjush:DicksonCityMortgageMemberus-gaap:LineOfCreditMember2022-07-012022-07-310001909747us-gaap:RevolvingCreditFacilityMemberjush:DicksonCityMortgageMemberus-gaap:LineOfCreditMember2026-03-310001909747jush:ManassasMortgageMemberus-gaap:MortgagesMember2023-04-300001909747us-gaap:SecuredOvernightFinancingRateSofrMemberjush:ManassasMortgageMemberus-gaap:MortgagesMember2023-04-012023-04-300001909747jush:ManassasMortgageMemberus-gaap:MortgagesMember2025-09-012025-09-300001909747jush:ManassasMortgageMemberus-gaap:MortgagesMember2025-09-290001909747jush:ManassasMortgageMemberus-gaap:MortgagesMember2025-09-300001909747us-gaap:SecuredOvernightFinancingRateSofrMemberjush:ManassasMortgageMemberus-gaap:MortgagesMember2025-09-012025-09-300001909747jush:ManassasMortgageMemberus-gaap:MortgagesMember2026-03-310001909747jush:PromissoryNotesPayableToSammartinoMemberus-gaap:UnsecuredDebtMember2026-03-310001909747jush:SecondLienNotesMemberus-gaap:UnsecuredDebtMember2026-01-012026-03-310001909747jush:SecondLienNotesMemberus-gaap:UnsecuredDebtMember2025-01-012025-03-310001909747jush:A2024TermLoanMemberus-gaap:SecuredDebtMember2025-01-012025-03-310001909747jush:A2026TermLoanMemberus-gaap:SecuredDebtMember2025-01-012025-03-310001909747jush:AcquisitionRelatedPromissoryNotesPayableMemberus-gaap:UnsecuredDebtMember2026-01-012026-03-310001909747jush:AcquisitionRelatedPromissoryNotesPayableMemberus-gaap:UnsecuredDebtMember2025-01-012025-03-310001909747us-gaap:SecuredDebtMember2026-01-012026-03-310001909747us-gaap:SecuredDebtMember2025-01-012025-03-310001909747jush:DerivativeWarrantsToPurchaseSuperVotingSharesMember2025-12-310001909747jush:DerivativeWarrantsToPurchaseSuperVotingSharesMember2026-03-310001909747jush:DerivativeWarrantsToPurchaseSuperVotingShares2086ExercisePriceExpiringDecember2026Member2025-12-310001909747jush:DerivativeWarrantsToPurchaseSuperVotingShares2086ExercisePriceExpiringDecember2026Member2026-03-310001909747jush:DerivativeWarrantsToPurchaseSuperVotingShares1.00ExercisePriceExpiringJuly2029Member2026-03-310001909747jush:DerivativeWarrantsToPurchaseSuperVotingShares1.00ExercisePriceExpiringJuly2029Member2025-12-310001909747us-gaap:WarrantMemberus-gaap:MeasurementInputSharePriceMember2026-03-310001909747us-gaap:WarrantMemberus-gaap:MeasurementInputSharePriceMember2025-12-310001909747us-gaap:WarrantMembersrt:MinimumMemberus-gaap:MeasurementInputRiskFreeInterestRateMember2026-03-310001909747us-gaap:WarrantMembersrt:MaximumMemberus-gaap:MeasurementInputRiskFreeInterestRateMember2026-03-310001909747us-gaap:WarrantMembersrt:MinimumMemberus-gaap:MeasurementInputRiskFreeInterestRateMember2025-12-310001909747us-gaap:WarrantMembersrt:MaximumMemberus-gaap:MeasurementInputRiskFreeInterestRateMember2025-12-310001909747us-gaap:WarrantMembersrt:MinimumMemberus-gaap:MeasurementInputExercisePriceMember2026-03-310001909747us-gaap:WarrantMembersrt:MaximumMemberus-gaap:MeasurementInputExercisePriceMember2026-03-310001909747us-gaap:WarrantMembersrt:MinimumMemberus-gaap:MeasurementInputExercisePriceMember2025-12-310001909747us-gaap:WarrantMembersrt:MaximumMemberus-gaap:MeasurementInputExercisePriceMember2025-12-310001909747us-gaap:WarrantMemberus-gaap:MeasurementInputPriceVolatilityMember2026-03-310001909747us-gaap:WarrantMemberus-gaap:MeasurementInputPriceVolatilityMember2025-12-310001909747us-gaap:WarrantMembersrt:MinimumMemberus-gaap:MeasurementInputExpectedTermMember2026-03-310001909747us-gaap:WarrantMembersrt:MaximumMemberus-gaap:MeasurementInputExpectedTermMember2026-03-310001909747us-gaap:WarrantMembersrt:MinimumMemberus-gaap:MeasurementInputExpectedTermMember2025-12-310001909747us-gaap:WarrantMembersrt:MaximumMemberus-gaap:MeasurementInputExpectedTermMember2025-12-310001909747us-gaap:WarrantMemberjush:MeasurementInputForfeitureRateMember2026-03-310001909747us-gaap:WarrantMemberjush:MeasurementInputForfeitureRateMember2025-12-310001909747us-gaap:WarrantMemberus-gaap:MeasurementInputExpectedDividendRateMember2026-03-310001909747us-gaap:WarrantMemberus-gaap:MeasurementInputExpectedDividendRateMember2025-12-310001909747jush:MultipleVotingSharesMVSMember2026-03-310001909747jush:SuperVotingSharesSVMember2026-03-310001909747jush:NonDerivativeWarrantsMemberus-gaap:WarrantMember2025-12-310001909747jush:DerivativeWarrantsToPurchaseSuperVotingSharesMemberus-gaap:WarrantMember2025-12-310001909747us-gaap:WarrantMember2025-12-310001909747jush:NonDerivativeWarrantsMemberus-gaap:WarrantMember2026-03-310001909747jush:DerivativeWarrantsToPurchaseSuperVotingSharesMemberus-gaap:WarrantMember2026-03-310001909747us-gaap:WarrantMember2026-03-310001909747us-gaap:EmployeeStockOptionMember2026-01-012026-03-310001909747us-gaap:EmployeeStockOptionMember2025-01-012025-03-310001909747us-gaap:RestrictedStockMember2026-01-012026-03-310001909747us-gaap:RestrictedStockMember2026-03-310001909747us-gaap:RestrictedStockMember2025-01-012025-03-310001909747us-gaap:WarrantMember2026-01-012026-03-310001909747us-gaap:WarrantMember2025-01-012025-03-310001909747us-gaap:EmployeeStockOptionMember2026-01-012026-03-310001909747us-gaap:EmployeeStockOptionMember2025-01-012025-03-310001909747us-gaap:WarrantMember2026-01-012026-03-310001909747us-gaap:WarrantMember2025-01-012025-03-310001909747us-gaap:RetailMember2026-01-012026-03-310001909747us-gaap:RetailMember2025-01-012025-03-310001909747jush:WholesaleMember2026-01-012026-03-310001909747jush:WholesaleMember2025-01-012025-03-310001909747jush:SecondLienNotesInterestExpenseAndPrincipalAmountMember2026-01-012026-03-310001909747jush:SecondLienNotesInterestExpenseAndPrincipalAmountMember2025-01-012025-03-310001909747jush:SecondLienNotesInterestExpenseAndPrincipalAmountMemberus-gaap:RelatedPartyMember2026-03-310001909747jush:SecondLienNotesInterestExpenseAndPrincipalAmountMemberus-gaap:RelatedPartyMember2025-12-310001909747jush:TwoThousandTwentyFourTermLoanInterestExpenseAndPrincipalAmountMember2026-01-012026-03-310001909747jush:TwoThousandTwentyFourTermLoanInterestExpenseAndPrincipalAmountMember2025-01-012025-03-310001909747jush:TwoThousandTwentyFourTermLoanInterestExpenseAndPrincipalAmountMemberus-gaap:RelatedPartyMember2026-03-310001909747jush:TwoThousandTwentyFourTermLoanInterestExpenseAndPrincipalAmountMemberus-gaap:RelatedPartyMember2025-12-310001909747jush:TwoThousandTwentySixTermLoanInterestExpenseAndPrincipalAmountMember2026-01-012026-03-310001909747jush:TwoThousandTwentySixTermLoanInterestExpenseAndPrincipalAmountMember2025-01-012025-03-310001909747jush:TwoThousandTwentySixTermLoanInterestExpenseAndPrincipalAmountMemberus-gaap:RelatedPartyMember2026-03-310001909747jush:TwoThousandTwentySixTermLoanInterestExpenseAndPrincipalAmountMemberus-gaap:RelatedPartyMember2025-12-3100019097472022-10-240001909747us-gaap:FairValueInputsLevel3Member2026-03-310001909747us-gaap:FairValueInputsLevel3Member2025-12-310001909747us-gaap:SubsequentEventMember2026-04-242026-04-24\n\nUNITED STATES\n\nSECURITIES AND EXCHANGE COMMISSION\n\nWashington, D.C. 20549\n\n________________________________\n\nFORM 10-Q\n\n________________________________\n\n(Mark One)\n\n[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934\n\nFor the quarterly period ended March 31, 2026\n\nor\n\n[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934\n\nFor the transition period from to\n\nCommission file Number 000-56468\n\nJUSHI HOLDINGS INC.\n\n(Exact name of registrant as specified in its charter)\n\n________________________________________________________________________________________________         \n\n    \n\nBritish Columbia98-1547061\n\n(State or other jurisdiction of incorporation or organization)(IRS Employer\nIdentification No.)\n\n301 Yamato Road, Suite 3250\n\nBoca Raton, FL\n\n(Address of principal executive offices)\n\n(561) 617-9100\n\n(Registrant’s telephone number, including area code)\n\n33431\n\n(Zip Code)\n\n   Not Applicable\n\n(Former name, former address and former fiscal year, if changed since last report.)\n\nSecurities registered pursuant to Section 12(b) of the Act:\n\nTitle of each classTrading Symbol(s)Name of each exchange on which registered\n\nN/A\nN/A\nN/A\n\n         \n\nIndicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No □\n\nIndicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No □\n\nIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.\n\nLarge accelerated filer\n\n☐\n\nAccelerated filer\n☐\n\nNon-accelerated filer\n☒\nSmaller reporting company\n\n☒\n\nEmerging growth company\n\n☒\n\nIf 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. □\n\nIndicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒\n\nAs of May 5, 2026, the registrant had 199,696,597 subordinate voting shares, no par value per share, no multiple voting shares, no par value per share, no super voting shares, no par value per share, and no preferred shares, no par value per share, outstanding.\n\nJUSHI HOLDINGS INC.\n\nTable of Contents\n\nFor the quarterly period ended March 31, 2026\n\n[Part](#i5bb3c1fae4da412b8cc0d152a8688fc7_13)I\n\n[FINANCIAL INFORMATION](#i5bb3c1fae4da412b8cc0d152a8688fc7_13)\nPage\n\n[Item 1](#i5bb3c1fae4da412b8cc0d152a8688fc7_16)\n\n[Financial Statements](#i5bb3c1fae4da412b8cc0d152a8688fc7_16)\n\n[Condensed Consolidated Balance Sheets](#i5bb3c1fae4da412b8cc0d152a8688fc7_19)\n\n[1](#i5bb3c1fae4da412b8cc0d152a8688fc7_19)\n\n[Unaudited](#i5bb3c1fae4da412b8cc0d152a8688fc7_16) [Condensed Consolidated Statements of Operations](#i5bb3c1fae4da412b8cc0d152a8688fc7_22)\n\n[2](#i5bb3c1fae4da412b8cc0d152a8688fc7_22)\n\nUnaudited [Condensed Consolidated Statements of Changes in Equity (Deficit)](#i5bb3c1fae4da412b8cc0d152a8688fc7_25)\n\n[3](#i5bb3c1fae4da412b8cc0d152a8688fc7_25)\n\nUnaudited [Condensed Consolidated Statements of Cash Flows](#i5bb3c1fae4da412b8cc0d152a8688fc7_28)\n\n[4](#i5bb3c1fae4da412b8cc0d152a8688fc7_28)\n\n[Notes to the Unaudited Condensed Consolidated Financial Statements](#i5bb3c1fae4da412b8cc0d152a8688fc7_31)\n\n[5](#i5bb3c1fae4da412b8cc0d152a8688fc7_31)\n\n[Item 2](#i5bb3c1fae4da412b8cc0d152a8688fc7_109)\n\n[Management’s Discussion and Analysis of Financial Condition and Results of Operations](#i5bb3c1fae4da412b8cc0d152a8688fc7_109)\n\n[21](#i5bb3c1fae4da412b8cc0d152a8688fc7_109)\n\n[Item 3](#i5bb3c1fae4da412b8cc0d152a8688fc7_139)\n\n[Quantitative and Qualitative Disclosures About Market Risk](#i5bb3c1fae4da412b8cc0d152a8688fc7_139)\n\n[28](#i5bb3c1fae4da412b8cc0d152a8688fc7_139)\n\n[Item 4](#i5bb3c1fae4da412b8cc0d152a8688fc7_142)\n\n[Controls and Procedures](#i5bb3c1fae4da412b8cc0d152a8688fc7_142)\n\n[28](#i5bb3c1fae4da412b8cc0d152a8688fc7_142)\n\n[Part II](#i5bb3c1fae4da412b8cc0d152a8688fc7_145)\n\n[OTHER INFORMATION](#i5bb3c1fae4da412b8cc0d152a8688fc7_145)\n\n[29](#i5bb3c1fae4da412b8cc0d152a8688fc7_145)\n\n[Item 1](#i5bb3c1fae4da412b8cc0d152a8688fc7_148)\n\n[Legal Proceedings](#i5bb3c1fae4da412b8cc0d152a8688fc7_148)\n\n[29](#i5bb3c1fae4da412b8cc0d152a8688fc7_148)\n\n[Item 1A](#i5bb3c1fae4da412b8cc0d152a8688fc7_151)\n\n[Risk Factors](#i5bb3c1fae4da412b8cc0d152a8688fc7_151)\n\n[29](#i5bb3c1fae4da412b8cc0d152a8688fc7_151)\n\n[Item 2](#i5bb3c1fae4da412b8cc0d152a8688fc7_154)\n\n[Unregistered Sale of Equity Securities and Use of Proceeds](#i5bb3c1fae4da412b8cc0d152a8688fc7_154)\n\n[31](#i5bb3c1fae4da412b8cc0d152a8688fc7_154)\n\n[Item 3](#i5bb3c1fae4da412b8cc0d152a8688fc7_157)\n\n[Defaults Upon Senior Securities](#i5bb3c1fae4da412b8cc0d152a8688fc7_157)\n\n[31](#i5bb3c1fae4da412b8cc0d152a8688fc7_157)\n\n[Item 4](#i5bb3c1fae4da412b8cc0d152a8688fc7_160)\n\n[Mine Safety Disclosures](#i5bb3c1fae4da412b8cc0d152a8688fc7_160)\n\n[31](#i5bb3c1fae4da412b8cc0d152a8688fc7_160)\n\n[Item 5](#i5bb3c1fae4da412b8cc0d152a8688fc7_163)\n\n[Other Information](#i5bb3c1fae4da412b8cc0d152a8688fc7_163)\n\n[31](#i5bb3c1fae4da412b8cc0d152a8688fc7_163)\n\n[Item 6](#i5bb3c1fae4da412b8cc0d152a8688fc7_166)\n\n[Exhibits](#i5bb3c1fae4da412b8cc0d152a8688fc7_166)\n\n[32](#i5bb3c1fae4da412b8cc0d152a8688fc7_166)\n\n[Signature](#i5bb3c1fae4da412b8cc0d152a8688fc7_169)\n\n[33](#i5bb3c1fae4da412b8cc0d152a8688fc7_169)\n\nCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS\n\nThis Quarterly Report on Form 10-Q (this “report”) may contain “forward-looking statements” and “forward‐looking information” within the meaning of applicable securities laws, including Canadian securities legislation and United States (“U.S.”) securities legislation (collectively, “forward-looking information”) which are based upon the Company’s current internal expectations, estimates, projections, assumptions and beliefs. All information, other than statements of historical facts, included in this report that address activities, events or developments that the Company expects or anticipates will or may occur in the future constitutes forward‐looking information. Forward‐looking information is often identified by the words, “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions and includes, among others, information regarding: future business strategy; competitive strengths, goals, expansion and growth of the Company’s business, operations and plans, including new revenue streams; the refinancing or securing other sources of liquidity to meet debt repayment obligations; the integration and benefits of recently acquired businesses or assets; roll out of new operations; the implementation by the Company of certain product lines; the implementation of certain research and development; the application for additional licenses and the grant of licenses that will be or have been applied for; the expansion or construction of certain facilities; the reduction in the number of our employees; the expansion into additional U.S. and international markets; any potential future legalization of adult use and/or medical marijuana under U.S. federal law; expectations of market size and growth in the U.S. and the states in which the Company operates; expectations for other economic, business, regulatory and/or competitive factors related to the Company or the cannabis industry generally; and other events or conditions that may occur in the future.\n\nReaders are cautioned that forward‐looking information is not based on historical facts but instead is based on reasonable assumptions and estimates of the management of the Company at the time they were provided or made and such information involves known and unknown risks, uncertainties, including our ability to continue as a going concern, and other factors that may cause the actual results, level of activity, performance or achievements of the Company, as applicable, to be materially different from any future results, performance or achievements expressed or implied by such forward‐looking information. Such factors include, among others: the benefits and timeline for consummating the Continuance; the limited operating history of the industry and the Company; risks related to managing the growth of the Company including completed, pending or future acquisitions or dispositions, including potential future impairment of goodwill or intangibles acquired and/or post-closing disputes; risks related to the continued performance, expansion and/or optimization of existing operations; risks related to the anticipated openings of additional dispensaries or relocation of existing dispensaries subject to licensing approval; the Company’s historical operating losses and negative operating cash flows; increasing competition in the industry; risks inherent in an agricultural business, such as the effects of natural disasters; reliance on the expertise and judgment of senior management of the Company; risks associated with cannabis products manufactured for human consumption including potential product recalls; limited research and data relating to cannabis; constraints on marketing products; risk of litigation; insurance-related risks; public opinion and perception of the cannabis industry; risks related to the economy generally; fraudulent activity by employees, contractors and consultants; risks relating to the Company’s current amount of indebtedness; risks related to not being able to reduce or refinance its debt obligations; risks related to litigation or other disputes; reliance on key inputs, suppliers and skilled labor, and third party service provider contracts; reliance on manufacturers and contractors; risks of supply shortages or supply chain disruptions; risks relating to pandemics and forces of nature; risks related to the enforceability of contracts; risks related to inflation, the rising cost of capital, and stock market instability; risks relating to U.S. regulatory landscape and enforcement related to cannabis, including political risks; risks relating to anti‐money laundering laws and regulation; cannabis-related tax risks and challenges from governmental authorities with respect to the Company’s application for Employee Retention Tax Credits (ERTC); other governmental and environmental regulation; risks related to proprietary intellectual property and potential infringement by third parties; sales of a significant amount of shares by existing shareholders; the limited market for securities of the Company; risks relating to the need to raise additional capital either through debt or equity financing; costs associated with the Company being a publicly-traded company and a U.S. and Canadian filer; risks related to co‐investment with parties with different interests to the Company; conflicts of interest and related party transactions; cybersecurity risks; and risks related to the Company’s critical accounting policies and estimates. Refer to Part I - Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on March 31, 2026, for more information.\n\nAlthough the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such forward‐looking information will prove to be accurate as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on the forward‐looking information contained in this report or other forward-looking statements made by the Company. Forward‐looking information is provided and made as of the date of this Quarterly Report on Form 10-Q and the Company does not undertake any obligation to revise or update any forward‐looking information or statements other than as required by applicable law.\n\nUnless the context requires otherwise, references in this report to “Jushi,” “Company,” “we,” “us” and “our” refer to Jushi Holdings Inc. and our subsidiaries.\n\n[Table of Contents](#i5bb3c1fae4da412b8cc0d152a8688fc7_7)\n\nPART I - FINANCIAL INFORMATION\n\n1Item 1. Financial Statements\n\nJUSHI HOLDINGS INC.\n\nCONDENSED CONSOLIDATED BALANCE SHEETS\n\n(in thousands of U.S. dollars, except share amounts)\n\nMarch 31, 2026 (unaudited)December 31, 2025\n\nASSETS\n\nCURRENT ASSETS:\n\nCash and cash equivalents$39,702 $24,047 \n\nAccounts receivable, net3,727 2,801 \n\nInventories, net\n35,604 34,607 \n\nPrepaid expenses and other current assets5,644 6,858 \n\nTotal current assets84,677 68,313 \n\nNON-CURRENT ASSETS:\n\nProperty, plant and equipment, net141,276 143,321 \n\nRight-of-use assets - finance leases56,113 57,667 \n\nOther intangible assets, net92,782 92,205 \n\nGoodwill 30,910 30,910 \n\nOther non-current assets\n27,252 27,801 \n\nRestricted cash - non-current2,125 2,125 \n\nTotal non-current assets 350,458 354,029 \n\nTotal assets $435,135 $422,342 \n\nLIABILITIES AND EQUITY (DEFICIT)\n\nCURRENT LIABILITIES:\n\nAccounts payable$23,400 $22,330 \n\nAccrued expenses and other current liabilities27,039 25,531 \n\nIncome tax payable732 265 \n\nDebt, net - current portion\n12,887 6,639 \n\nFinance lease obligations - current10,888 11,125 \n\nDerivative liabilities - current\n139 296 \n\nTotal current liabilities75,085 66,186 \n\nNON-CURRENT LIABILITIES:\n\nDebt, net - non-current (including related party principal amounts of $49,009 and $41,109 as of March 31, 2026 and December 31, 2025, respectively)\n218,467 199,195 \n\nFinance lease obligations - non-current53,202 53,547 \n\nDerivative liabilities - non-current\n6,156 8,311 \n\nUnrecognized tax benefits (including interest and penalties of $41,524 and $38,342 as of March 31, 2026 and December 31, 2025, respectively)\n186,234 177,242 \n\nOther liabilities - non-current30,790 33,205 \n\nTotal non-current liabilities494,849 471,500 \n\nTotal liabilities569,934 537,686 \n\nCOMMITMENTS AND CONTINGENCIES (Note 16)\n\nEQUITY (DEFICIT):\n\nCommon stock, no par value: authorized shares - unlimited; issued and outstanding shares - 199,696,597 and 199,696,597 Subordinate Voting Shares as of March 31, 2026 and December 31, 2025, respectively\n— — \n\nPaid-in capital512,260 511,868 \n\nAccumulated deficit(647,059)(627,212)\n\nTotal deficit\n(134,799)(115,344)\n\nTotal liabilities and equity (deficit)\n$435,135 $422,342 \n\nThe accompanying notes are an integral part of these unaudited condensed consolidated financial statements.\n\n1\n\n[Table of Contents](#i5bb3c1fae4da412b8cc0d152a8688fc7_7)\n\nJUSHI HOLDINGS INC.\n\nUNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS\n\n(in thousands of U.S. dollars, except share and per share amounts)\n\nThree Months Ended March 31,\n\n20262025\n\nREVENUE, NET$66,432 $63,846 \n\nCOST OF GOODS SOLD(36,555)(38,071)\n\nGROSS PROFIT29,877 25,775 \n\nOPERATING EXPENSES28,294 27,646 \n\nINCOME (LOSS) FROM OPERATIONS\n1,583 (1,871)\n\nOTHER INCOME (EXPENSE):\n\nInterest expense, net (10,388)(10,000)\n\nFair value gain on derivatives\n2,312 637 \n\nOther, net(4,637)3,197 \n\nTotal other income (expense), net(12,713)(6,166)\n\nLOSS BEFORE INCOME TAX(11,130)(8,037)\n\nIncome tax expense(8,717)(8,978)\n\nNET LOSS$(19,847)$(17,015)\n\nLOSS PER SHARE - BASIC AND DILUTED$(0.10)$(0.09)\n\nWeighted average shares outstanding - basic and diluted198,163,264 195,196,597 \n\nThe accompanying notes are an integral part of these unaudited condensed consolidated financial statements.\n\n2\n\n[Table of Contents](#i5bb3c1fae4da412b8cc0d152a8688fc7_7)\n\nJUSHI HOLDINGS INC.\n\nUNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIT)\n\n(in thousands of U.S. dollars, except share amounts)\n\nThree Months Ended March 31, 2026\n\nPaid-In CapitalAccumulated Deficit\nTotal Jushi Shareholders' Equity (Deficit)\nNon-Controlling Interests\nTotal Equity (Deficit)\n\nSubordinate Voting Shares\n\nBalances - January 1, 2026199,696,597 $511,868 $(627,212)$(115,344)$— $(115,344)\n\nShare-based compensation (including related parties)— 392 — 392 — 392 \n\nNet loss— — (19,847)(19,847)— (19,847)\n\nBalances - March 31, 2026199,696,597 $512,260 $(647,059)$(134,799)$— $(134,799)\n\nThree Months Ended March 31, 2025\n\nPaid-In CapitalAccumulated Deficit\nTotal Jushi Shareholders' Equity (Deficit)\nNon-Controlling Interests\nTotal Equity (Deficit)\n\nSubordinate Voting Shares\n\nBalances - January 1, 2025196,696,597 $508,386 $(558,621)$(50,235)$— $(50,235)\n\nShare-based compensation (including related parties)— (307)— (307)— (307)\n\nReclassification of warrants— 1,377 — 1,377 — 1,377 \n\nRecognition of non-controlling interest in acquisition— — — — 300 300 \n\nNet loss— — (17,015)(17,015)— (17,015)\n\nBalances - March 31, 2025196,696,597 $509,456 $(575,636)$(66,180)$300 $(65,880)\n\nThe accompanying notes are an integral part of these unaudited condensed consolidated financial statements.\n\n3\n\nJUSHI HOLDINGS INC.\n\nUNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS\n\n(in thousands of U.S. dollars)\n\nThree Months Ended\nMarch 31,\n\n20262025\n\nCASH FLOWS FROM OPERATING ACTIVITIES:\n\nNet loss$(19,847)$(17,015)\n\nAdjustments to reconcile net loss to net cash provided by operating activities:\n\nDepreciation and amortization, including amounts in cost of goods sold\n7,946 8,035 \n\nShare-based compensation392 (307)\n\nFair value changes in derivatives(2,312)(637)\n\nNon-cash interest expense, including amortization of deferred financing costs\n2,591 2,173 \n\nDeferred income taxes and uncertain tax positions8,253 8,633 \n\nLoss on debt extinguishment/modification\n4,977 — \n\nOther non-cash items, net(1)\n3,292 (82)\n\nChanges in operating assets and liabilities:\n\nAccounts receivable396 (1,850)\n\nInventory(1,251)2,050 \n\nPrepaid expenses and other current and non-current assets\n512 781 \n\nAccounts payable, accrued expenses and other current liabilities3,663 5,748 \n\nNet cash flows provided by operating activities\n8,612 7,529 \n\nCASH FLOWS FROM INVESTING ACTIVITIES:\n\nPayments for property, plant and equipment(3,034)(4,021)\n\nInvestments in intangible assets\n(1,550)(354)\n\nProceeds from sale of assets504 — \n\nNet cash flows used in investing activities\n(4,080)(4,375)\n\nCASH FLOWS FROM FINANCING ACTIVITIES:\n\nProceeds from Debt, net\n17,483 4,608 \n\nDebt principal paid\n(5,013)(153)\n\n  Payments of finance leases\n(534)(465)\n\nPayments of loan financing costs(254)— \n\nPayments of other financing activities\n(559)(603)\n\nNet cash flows provided by financing activities\n11,123 3,387 \n\nNET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH15,655 6,541 \n\nCASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD26,616 21,346 \n\nCASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD$42,271 $27,887 \n\nSUPPLEMENTAL CASH FLOW INFORMATION:\n\nCash paid for interest (excluding capitalized interest)$4,911 $7,904 \n\nCash paid (received) for income taxes\n$(15)$586 \n\nNON-CASH INVESTING AND FINANCING ACTIVITIES:\n\nCapital expenditures$1,598 $2,106 \n\nRight-of-use assets from finance lease liabilities\n$— $280 \n\nIssuance of promissory notes for acquisitions$1,355 $5,909 \n\nWarrants issued for Second Lien Notes\n$— $1,769 \n\nProperty, plant and equipment from finance lease liabilities$215 $628 \n\n2026 Term Loan used to settle the Second Lien Notes and 2024 Term Loan, and refinancing fees\n$136,117 $— \n\nDebt Original Issue Discount\n$6,400 $512 \n\n(1) For the three months ended March 31, 2026, Other non-cash items, net includes $3,305 accrued interest settled by a third-party lender.\n\nThe accompanying notes are an integral part of these unaudited condensed consolidated financial statements.\n\n4\n\n[Table of Contents](#i5bb3c1fae4da412b8cc0d152a8688fc7_7)\n\nJUSHI HOLDINGS INC.\n\nNotes to the Unaudited Condensed Consolidated Financial Statements\n\n(Amounts Expressed in Thousands of U.S. dollars, Except Share and Per Share Amounts)\n\n 1. NATURE OF OPERATIONS\n\nJushi Holdings Inc. (the “Company” or “Jushi”) is incorporated under British Columbia’s Business Corporations Act. The Company is a vertically integrated, multi-state cannabis operator engaged in retail, distribution, cultivation, and processing in both medical and adult-use markets. As of March 31, 2026, Jushi, through its subsidiaries, owns or manages cannabis operations and/or holds licenses in the adult-use and/or medicinal cannabis marketplace in California, Illinois, Massachusetts, Nevada, New Jersey, Ohio, Pennsylvania and Virginia. The Company’s head office is located at 301 Yamato Road, Suite 3250, Boca Raton, Florida 33431, United States of America, and its registered address is Suite 1700, Park Place, 666 Burrard Street, Vancouver, British Columbia V6C 2X8, Canada.\n\nThe Company is listed on the Canadian Securities Exchange (“CSE”) and trades its subordinate voting shares (“SVS”) under the ticker symbol “JUSH”. The Company’s SVS trade in the United States on the OTCQX® Best Market (“OTCQX”) under the symbol “JUSHF”.\n\n 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES\n\nBasis of Presentation and Consolidation\n\nThe financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes. Actual results could differ materially from those estimates.\n\nIn the opinion of management, the unaudited condensed consolidated financial statements include all adjustments, of a normal recurring nature, that are necessary to present fairly the financial position, results of operations and cash flows of the Company for the periods, and at the dates, presented. The results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year.\n\nThese unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2025, which are included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 31, 2026 (the “2025 Form 10-K”), and also filed on the System for Electronic Document Analysis and Retrieval (“SEDAR”) on March 31, 2026. Consolidated balance sheet information as of December 31, 2025 presented herein is derived from the Company’s audited consolidated financial statements for the year ended December 31, 2025.\n\nSummary of Significant Accounting Policies\n\nThe Company’s significant accounting policies are described in Note 2 in the audited consolidated financial statements and notes thereto for the year ended December 31, 2025, which is included in the 2025 Form 10-K. There have been no material changes to the Company’s significant accounting policies.\n\n5\n\n[Table of Contents](#i5bb3c1fae4da412b8cc0d152a8688fc7_7)\n\nJUSHI HOLDINGS INC.\n\nNotes to the Unaudited Condensed Consolidated Financial Statements\n\n(Amounts Expressed in Thousands of U.S. dollars, Except Share and Per Share Amounts)\n\nCash, Cash Equivalents and Restricted Cash\n\nThe following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows:\n\nMarch 31, 2026 (unaudited)December 31, 2025\n\nCash and cash equivalents\n$39,702 $24,047 \n\nRestricted cash included in Prepaid expenses and other current assets444 444 \n\nRestricted cash - non-current\n2,125 2,125 \n\nCash, cash equivalents and restricted cash$42,271 $26,616 \n\nRecent Accounting Pronouncements\n\nAdoption of New Accounting Standards\n\nIn July 2025, the FASB issued ASU 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provide entities with a practical and expedient approach to simplify the estimation of expected credit losses on current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606, Revenue from Contracts with Customers, by allowing the assumption that current conditions as of the balance sheet date will not change during the remaining life of the asset. ASU 2025-05 is effective for annual periods beginning after December 15, 2025 and interim periods within those annual reporting periods, with early adoption permitted. The adoption of this pronouncement did not have any impact on the Company’s consolidated financial statements and related disclosures.\n\nAccounting Standards Issued But Not Yet Adopted\n\nIn November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires an entity to improve disclosures about public business entities’ expenses and to provide more detailed information around the types of expenses included in commonly presented expense captions. Additionally, in January 2025 the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods for fiscal years beginning after December 15, 2027, and can be applied on a prospective basis or on a retrospective basis to all periods presented. Early adoption is permitted. The Company is currently evaluating the effect of these pronouncements on its consolidated financial statements and related disclosures.\n\nIn May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity, which clarifies that when a business that is a VIE is acquired primarily with equity interests, the determination of the accounting acquirer should follow ASC 805 rather than defaulting to the primary beneficiary under ASC 810. ASU 2025-03 is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the effect of this pronouncement on its consolidated financial statements and related disclosures.\n\nIn December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which amends the guidance in Topic 270, Interim Reporting. ASU 2025-11 improves the navigability of the required interim disclosures and clarifies when that guidance is applicable. ASU 2025-11 also provides additional guidance on what disclosures should be provided in interim reporting periods and adds a principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 does not change the fundamental nature of interim reporting or expand or reduce current interim disclosure requirements, and is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the effect of this pronouncement on its consolidated financial statements and related disclosures.\n\n6\n\n[Table of Contents](#i5bb3c1fae4da412b8cc0d152a8688fc7_7)\n\nJUSHI HOLDINGS INC.\n\nNotes to the Unaudited Condensed Consolidated Financial Statements\n\n(Amounts Expressed in Thousands of U.S. dollars, Except Share and Per Share Amounts)\n\n 3. INVENTORIES, NET\n\nThe components of inventories, net, are as follows:\n\nMarch 31, 2026 (unaudited)December 31, 2025\n\nCannabis plants$3,131 $2,653 \n\nHarvested cannabis and packaging7,959 7,659 \n\nTotal raw materials11,090 10,312 \n\nWork in process6,757 6,855 \n\nFinished goods17,757 17,440 \n\nTotal inventories, net\n$35,604 $34,607 \n\n 4. PREPAID EXPENSES AND OTHER CURRENT ASSETS\n\nThe components of prepaid expenses and other current assets are as follows:\n\nMarch 31, 2026 (unaudited)December 31, 2025\n\nPrepaid expenses and deposits$3,202 $3,676 \n\nEmployee retention credit receivable688 688 \n\nAssets held for sale\n— 382 \n\nOther current assets1,754 2,112 \n\nTotal prepaid expenses and other current assets$5,644 $6,858 \n\n 5. PROPERTY, PLANT AND EQUIPMENT\n\nThe components of property, plant and equipment (“PPE”) are as follows:\n\nMarch 31, 2026 (unaudited)December 31, 2025\n\nBuildings and building components$91,260 $91,225 \n\nLand12,956 12,956 \n\nLeasehold improvements57,984 55,775 \n\nMachinery and equipment24,886 24,946 \n\nFurniture, fixtures and office equipment\n24,267 23,769 \n\nConstruction-in-process3,848 4,808 \n\nTotal property, plant and equipment - gross\n215,201 213,479 \n\nLess: Accumulated depreciation(73,925)(70,158)\n\nTotal property, plant and equipment - net\n$141,276 $143,321 \n\nConstruction-in-process represents assets under construction for manufacturing and retail build-outs not yet ready for use.\n\nDepreciation was $4,010 and $4,502 for the three months ended March 31, 2026 and 2025, respectively. Interest expense capitalized to PPE totaled $93 and $62 for the three months ended March 31, 2026 and 2025, respectively.\n\n7\n\n[Table of Contents](#i5bb3c1fae4da412b8cc0d152a8688fc7_7)\n\nJUSHI HOLDINGS INC.\n\nNotes to the Unaudited Condensed Consolidated Financial Statements\n\n(Amounts Expressed in Thousands of U.S. dollars, Except Share and Per Share Amounts)\n\n 6. OTHER NON-CURRENT ASSETS\n\nThe components of other non-current assets are as follows:\n\nMarch 31, 2026 (unaudited)December 31, 2025\n\nOperating lease assets\n$18,810 $19,724 \n\nIndemnification assets511 499 \n\nNet deferred tax assets5,491 5,145 \n\nDeposits and escrows - properties1,699 1,699 \n\nDeposits - equipment336 386 \n\nOther405 348 \n\nTotal other non-current assets$27,252 $27,801 \n\n 7. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES\n\nThe components of accrued expenses and other current liabilities are as follows:\n\nMarch 31, 2026 (unaudited)December 31, 2025\n\nAccrued employee related expenses and liabilities$7,971 $5,955 \n\nOperating lease obligations5,770 6,035 \n\nGoods received not invoiced2,255 2,961 \n\nAccrued interest1,436 1,945 \n\nAccrued sales and excise taxes1,824 1,749 \n\nDeferred revenue (loyalty program)1,728 1,596 \n\nAccrued professional and management fees1,157 564 \n\nDeferred income - employee retention credit\n688 688 \n\nAccrued capital expenditures161 210 \n\nOther accrued expenses and current liabilities4,049 3,828 \n\nTotal accrued expenses and other current liabilities\n$27,039 $25,531 \n\n8\n\n[Table of Contents](#i5bb3c1fae4da412b8cc0d152a8688fc7_7)\n\nJUSHI HOLDINGS INC.\n\nNotes to the Unaudited Condensed Consolidated Financial Statements\n\n(Amounts Expressed in Thousands of U.S. dollars, Except Share and Per Share Amounts)\n\n 8. DEBT\n\nThe components of the Company’s debt are as follows:\n\nEffective Interest RateMaturity DateMarch 31, 2026 (unaudited)December 31, 2025\n\nPrincipal amounts:\n\n2026 Term Loan\n16%March 2029$160,000 $— \n\nSecond Lien Notesn/an/a— 86,194 \n\n2024 Term Loan\nn/a\nn/a\n— 46,075 \n\nAcquisition-related promissory notes payable\n8% - 13%\n\nJune 2026 - April 2027\n29,737 28,337 \n\nMortgage loans\n6% - 10%\n\nJanuary 2027 - September 2030\n32,346 32,470 \n\nTotal debt subject to scheduled repayments222,083 193,076 \n\nPromissory notes payable to Sammartino (1)\n10%\nSeptember 2024 - September 2026\n21,500 21,500 \n\nTotal debt243,583 214,576 \n\nLess: debt issuance costs and original issue discounts(12,229)(8,742)\n\nTotal debt, net$231,354 $205,834 \n\nDebt, net - current portion$12,887 $6,639 \n\nDebt, net - non-current portion$218,467 $199,195 \n\n(1)This amount is related to the promissory notes issued to Sammartino Investments LLC (“Sammartino”) in connection with the acquisition of Nature's Remedy of Massachusetts, Inc. (“Nature's Remedy”) in September 2021. The Company currently has no obligation to pay the principal and interest. See further discussion of the Sammartino Matter in Note 16 - Commitments and Contingencies for more information.\n\n2026 Term Loan\n\nOn March 27, 2026, the Company refinanced both its senior secured term loan (“2024 Term Loan”) and its 12% second lien notes due 2026 (“Second Lien Notes”), which had outstanding principal balances of $46,075 and $86,194, respectively, as of December 31, 2025, and were scheduled to mature within twelve months of December 31, 2025. The refinancing of the 2024 Term Loan and Second Lien Notes was accounted for as a partial extinguishment resulting in a loss on debt extinguishment/modification of $4,977, which is included in other income (expense), net in the consolidated statements of operations. The refinancing was completed through the issuance of a $160,000 senior secured term loan (“2026 Term Loan”) to a syndicate of lenders, bearing interest at a rate of 12.5% per annum payable in cash monthly with maturity in March 2029, and an original issue discount of $6,400. The 2026 Term Loan lender used $136,117 to: (i) settle the outstanding principal, accrued but unpaid interest, exit fee and make-whole on the 2024 Term Loan; (ii) settle the outstanding principal and accrued but unpaid interest on the Second Lien Notes; and (iii) pay certain fees and expenses associated with the issuance of the 2026 Term Loan. Remaining excess proceeds of $17,483 were retained on the balance sheet for general corporate purposes.\n\nSerpentine Capital Management III, LLC, an entity controlled by James Cacioppo, the Company’s Chief Executive Officer, Chairman and founder, participated in the 2026 Term Loan with a principal amount of $27,993. Denis Arsenault, a founder and significant equity holder of the Company, participated in the 2026 Term Loan with a principal amount of $21,016.\n\n9\n\n[Table of Contents](#i5bb3c1fae4da412b8cc0d152a8688fc7_7)\n\nJUSHI HOLDINGS INC.\n\nNotes to the Unaudited Condensed Consolidated Financial Statements\n\n(Amounts Expressed in Thousands of U.S. dollars, Except Share and Per Share Amounts)\n\nAcquisition-related promissory notes payable\n\nParma\n\nIn the first half of 2025, the Company entered into agreements to acquire a dispensary license and assume an existing lease in Parma, Ohio, subject to regulatory approval, for a total purchase price of $3,200. The Company paid an initial deposit of $250. In February 2026, the transaction closed upon receipt of regulatory approval, and the remaining consideration was paid through a combination of $1,550 in cash and $1,400 in aggregate promissory notes. The promissory notes bear interest at a stated rate of 10% per annum, are payable quarterly in cash, and mature in April 2027.\n\nThe transaction was accounted for as an asset acquisition, as the acquired set did not constitute a business due to the absence of a transferred workforce, customers, substantive processes, or revenue‑generating activities. Accordingly, the acquisition was accounted for under ASC 805‑50, and no goodwill was recognized. The right‑of‑use asset recognized for the assumed lease approximated the corresponding lease liability and therefore did not require allocation of the consideration transferred. As a result, substantially all of the consideration was allocated to the acquired dispensary license, which is recorded as a finite‑lived intangible asset and is being amortized on a straight‑line basis over an estimated useful life of 15 years.\n\nMortgage Loans\n\nArlington Mortgage\n\nIn December 2021, the Company entered into a $6,900 mortgage loan agreement (the “Arlington Mortgage”), which is principally secured by the Company’s retail property in Arlington, Virginia. The Arlington Mortgage bears a fixed interest rate of 5.875% per annum, payable monthly, and will mature in January 2027.\n\nDickson City Mortgage\n\nIn July 2022, the Company entered into a $2,800 mortgage loan agreement (the “Dickson City Mortgage”), which is principally secured by the Company’s retail property in Dickson City, Pennsylvania. The Dickson City Mortgage matures in July 2027 and bears interest at a variable rate equal to prime rate plus 2%. The interest rate as of March 31, 2026 was 8.75%.\n\nManassas Mortgage\n\nIn April 2023, the Company entered into a $20,000 mortgage loan agreement (the “Manassas Mortgage”), which is principally secured by the Company’s cultivation and manufacturing facility located in Manassas, Virginia (the “Property”). The Manassas Mortgage requires monthly payments and was originally scheduled to mature in April 2028. The interest rate is variable and determined based on the 30-day average secured overnight financing rate plus 3.55%.\n\nIn September 2025, the Company executed a modification agreement (the “Modification Agreement”) related to the Manassas Mortgage, pursuant to which: (i) the outstanding principal balance was increased by $4,000, (the “Additional Loan Proceeds”); (ii) the loan’s maturity date was extended to September 2030; and (iii) the interest rate floor was lowered from 8.25% to 7.50% (the interest rate remains the average 30-day secured overnight financing rate plus 3.55%). The Manassas Mortgage, as modified, remains principally secured by the Property. In addition, as part of the Modification Agreement, the Company was required to deposit $761 of the Additional Loan Proceeds into a restricted account, designated for use in fulfilling certain conditions associated with ongoing construction at the Property.\n\nThe interest rate as of March 31, 2026 was 7.50%.\n\n10\n\n[Table of Contents](#i5bb3c1fae4da412b8cc0d152a8688fc7_7)\n\nJUSHI HOLDINGS INC.\n\nNotes to the Unaudited Condensed Consolidated Financial Statements\n\n(Amounts Expressed in Thousands of U.S. dollars, Except Share and Per Share Amounts)\n\nFinancial Covenants\n\n2026 Term Loan\n\nThe 2026 Term Loan includes a financial covenant that requires the Company to maintain a minimum unrestricted cash balance of $15,000 at all times. As of March 31, 2026, the Company was in compliance with this financial covenant.\n\nMortgage loans\n\nThe Company’s three mortgage loan agreements contain certain financial and other covenants with which the Company is required to comply. As of March 31, 2026, the Company was in compliance with all financial covenants contained in each of the mortgage loan agreements.\n\nAnnual Maturities\n\nAs of March 31, 2026, aggregate future scheduled repayments of the Company’s debt were as follows:\n\nRemainder of the year2027202820292030ThereafterTotal\n\n2026 Term Loan\n$— $— $— $160,000 $— $— $160,000 \n\nAcquisition-related promissory notes payable6,223 23,514 — — — — 29,737 \n\nMortgage loans386 9,304 383 418 21,855 — 32,346 \n\nTotal debt subject to scheduled repayments$6,609 $32,818 $383 $160,418 $21,855 $— $222,083 \n\nThe above table excludes the maturities of the Company’s promissory notes payable to Sammartino, as the repayment of these notes, if any, would arise in the context of a non-appealable final judgment by a court. Refer to Note 16 - Commitments and Contingencies for more information. Specifically, the promissory notes that were payable to Sammartino are as follows: $16,500 in 2024 and $5,000 in 2026. However, these balances are classified as long-term debt since the Company does not expect to repay these amounts within the next 12 months.\n\nInterest Expense\n\nInterest expense, net is comprised of the following:\n\nThree Months Ended March 31,\n\n20262025\n\nInterest expense\n\nInterest and accretion - Second Lien Notes$3,382 $3,103 \n\nInterest and accretion - 2024 Term Loan\n2,814 3,190 \n\nInterest and accretion - 2026 Term Loan\n274 — \n\nInterest and accretion - Finance lease liabilities2,549 2,475 \n\nInterest and accretion - Promissory notes\n931 814 \n\nInterest and accretion - Mortgage loans and other financing activities619 602 \n\nCapitalized interest(93)(62)\n\nTotal interest expense10,476 10,122 \n\nInterest income(88)(122)\n\nTotal interest expense, net$10,388 $10,000 \n\n11\n\n[Table of Contents](#i5bb3c1fae4da412b8cc0d152a8688fc7_7)\n\nJUSHI HOLDINGS INC.\n\nNotes to the Unaudited Condensed Consolidated Financial Statements\n\n(Amounts Expressed in Thousands of U.S. dollars, Except Share and Per Share Amounts)\n\n 9. DERIVATIVE LIABILITIES\n\nThe following table summarizes the change in the Company’s derivative liabilities for the three months ended March 31, 2026.\n\nTotal Derivative Liabilities (1)\n\nBalance as of January 1, 2026$8,607 \n\nFair value changes(2,312)\n\nBalance as of March 31, 2026$6,295 \n\n(1)Refer to Note 10 - Equity for the change in number of warrants during the three months ended March 31, 2026.\n\nThe Company’s derivative liabilities are primarily comprised of derivative warrants (“Derivative Warrants”). These are warrants to purchase SVS of the Company and were issued in connection with the Company’s Second Lien Notes and the 2024 Term Loan. The Derivative Warrants may be net share settled.\n\nAs of March 31, 2026 and December 31, 2025 there were 21,400,000 Derivative Warrants outstanding, which consisted of (i) 2,000,000 warrants with an exercise price of $2.086 per warrant and an expiration date in December 2026, and (ii) 19,400,000 warrants with an exercise price of $1.00 per warrant and an expiration date in July 2029.\n\nDerivative Warrants are considered derivative financial liabilities measured at fair value with all gains or losses recognized in profit or loss as the settlement amount for the Derivative Warrants may be adjusted during certain periods for variables that are not inputs to standard pricing models for forward or option equity contracts, i.e., the “fixed for fixed” criteria under ASC 815-40. The estimated fair value of the Derivative Warrants is measured at the end of each reporting period and an adjustment is reflected in fair value changes in derivatives in the consolidated statements of operations. These are Level 3 recurring fair value measurements. The estimated fair value of the Derivative Warrants was determined using the Black-Scholes model with stock price based on the OTCQX closing price of the Derivative Warrants issue date as of March 31, 2026 and December 31, 2025.\n\nThe assumptions used in the fair value calculations as of the balance sheet dates presented include the following:\n\nMarch 31, 2026 (unaudited)December 31, 2025\n\nStock price per share\n$0.51$0.63\n\nRisk-free annual interest rate\n3.70% - 3.83%\n\n3.48% - 3.60%\n\nRange of estimated possible exercise price\n$1.00 - $2.086\n\n$1.00 - $2.086\n\nWeighted average volatility119%118%\n\nRemaining life\n0.7 - 3.3 years\n\n0.9 - 3.6 years\n\nForfeiture rate\n0%0%\n\nExpected annual dividend yield0%0%\n\nVolatility was estimated by using a weighting of the Company’s historical volatility. The risk-free interest rate for the expected life of the Derivative Warrants was based on the yield available on government benchmark bonds with an approximate equivalent remaining term. The expected life is based on the contractual term. If any of the assumptions used in the calculation were to increase or decrease, this could result in a material or significant increase or decrease in the estimated fair value of the derivative liability. For example, the following table illustrates an increase or decrease in certain significant assumptions as of the balance sheet dates:\n\n12\n\n[Table of Contents](#i5bb3c1fae4da412b8cc0d152a8688fc7_7)\n\nJUSHI HOLDINGS INC.\n\nNotes to the Unaudited Condensed Consolidated Financial Statements\n\n(Amounts Expressed in Thousands of U.S. dollars, Except Share and Per Share Amounts)\n\nAs of March 31, 2026As of December 31, 2025\n\n(unaudited)\n\nInputEffect of 10% IncreaseEffect of 10% DecreaseInputEffect of 10% IncreaseEffect of 10% Decrease\n\nStock price per share\n$0.51$812 $(796)$0.63$1,075 $(1,057)\n\nVolatility119 %616 (676)118 %713 (792)\n\n 10. EQUITY\n\nAuthorized, Issued and Outstanding\n\nThe authorized share capital of the Company consists of an unlimited number of SVS, Multiple Voting Shares, Super Voting Shares, and Preferred Shares. As of March 31, 2026, the Company had 199,696,597 SVS issued and outstanding and no Multiple Voting Shares, Super Voting Shares or Preferred Shares issued and outstanding.\n\nWarrants\n\nEach warrant entitles the holder to purchase one SVS. Certain warrants may be net share settled. The following table summarizes the status of warrants and related transactions:\n\nNon-Derivative (Equity) Warrants\n\nDerivative Liabilities Warrants\nTotal Number of WarrantsWeighted - Average Exercise Price\n\nBalance as of January 1, 2026\n57,994,08721,400,00079,394,087$0.95 \n\nBalance as of March 31, 2026\n57,994,08721,400,00079,394,087$0.95 \n\nExercisable as of March 31, 2026\n56,624,08721,400,00078,024,087$0.96 \n\nShare-based Payment Award Plans\n\nPlan summary and description\n\nUnder the Company’s 2019 Equity Incentive Plan, as amended, (the “2019 Plan”), non-transferable options to purchase SVS and restricted SVS of the Company may be issued to directors, officers, employees, or consultants of the Company. The 2019 Plan authorizes the issuance of up to 15% (plus an additional 2% inducements for hiring employees and senior management) of the number of outstanding shares of common stock (of all classes) of the Company (the “Share Reserve”). Incentive stock options are limited to the Share Reserve, and the maximum number of incentive awards available for issuance under the 2019 Plan, including additional awards available for certain new hires, was 7,407,169 as of March 31, 2026.\n\nStock Options\n\nThe stock options issued by the Company are options to purchase SVS of the Company. All stock options issued have been issued to directors and employees under the Company’s 2019 Plan. Such options generally expire ten years from the date of grant and generally vest ratably over three years from the grant date. The options generally may be net share settled.\n\n13\n\n[Table of Contents](#i5bb3c1fae4da412b8cc0d152a8688fc7_7)\n\nJUSHI HOLDINGS INC.\n\nNotes to the Unaudited Condensed Consolidated Financial Statements\n\n(Amounts Expressed in Thousands of U.S. dollars, Except Share and Per Share Amounts)\n\nThe following table summarizes the status of stock options and related transactions:\n\nNumber of Stock OptionsWeighted-Average Per Share Exercise Price\n\nIssued and Outstanding as of January 1, 202626,597,918 $0.75 \n\nCancelled/forfeited/expired(56,666)$0.66 \n\nIssued and Outstanding as of March 31, 202626,541,252 $0.75 \n\nExercisable as of March 31, 202619,465,889 $0.83 \n\nThe fair value of the stock options granted was determined using the Black-Scholes option-pricing model. The following assumptions were used for the calculation at date of grant:\n\nThree Months Ended March 31,\n\n20262025\n\nWeighted average stock price—$0.29\n\nWeighted average expected stock price volatility—92.0%\n\nExpected annual dividend yield—0%\n\nWeighted average expected life—5.0 years\n\nWeighted average risk-free annual interest rate—4.0%\n\nWeighted average grant date fair value—$0.21\n\nRestricted Shares\n\nDuring the three months ended March 31, 2026, 3,000,000 restricted SVS vested and were released. There was no unvested restricted SVS as of March 31, 2026.\n\nShare-based Compensation Cost\n\nThe components of share-based compensation expense, net, are as follows:\n\nThree Months Ended March 31,\n\n20262025\n\nStock options expense (forfeiture)\n$265 $(381)\n\nRestricted stock68 — \n\nWarrants59 74 \n\nTotal share-based compensation expense (forfeiture), net\n$392 $(307)\n\nAs of March 31, 2026, the Company had $1,387 of unrecognized share-based compensation cost related to unvested stock options and warrants, which is expected to be recognized as share-based compensation cost over a weighted average period of 1.6 years.\n\n14\n\n[Table of Contents](#i5bb3c1fae4da412b8cc0d152a8688fc7_7)\n\nJUSHI HOLDINGS INC.\n\nNotes to the Unaudited Condensed Consolidated Financial Statements\n\n(Amounts Expressed in Thousands of U.S. dollars, Except Share and Per Share Amounts)\n\n 11. EARNINGS (LOSS) PER SHARE\n\nThe reconciliations of the net loss and the weighted average number of shares used in the computations of basic and diluted loss per share are as follows:\n\nThree Months Ended March 31,\n\n20262025\n\nNumerator:\n\nNet loss\n$(19,847)$(17,015)\n\nDenominator:\n\nWeighted-average shares of common stock - basic and diluted\n198,163,264 195,196,597 \n\nLoss per common share:\n\nBasic and diluted\n$(0.10)$(0.09)\n\nThe following table summarizes weighted average instruments that may, in the future, have a dilutive effect on earnings (loss) per share, but were excluded from consideration in the computation of diluted net loss per share for the three months ended March 31, 2026 and 2025, because the impact of including them would have been anti-dilutive:\n\nThree Months Ended March 31,\n\n20262025\n\nStock options26,571,881 25,678,241 \n\nWarrants (derivative liabilities and equity)79,394,087 75,033,779 \n\n105,965,968 100,712,020 \n\n 12. REVENUE\n\nThe Company has two revenue streams: (i) retail and (ii) wholesale. The Company’s retail revenue is comprised of cannabis sales from its dispensaries. The Company’s wholesale revenue is comprised of cannabis sales to its wholesale customers for resale through their dispensaries. Any intercompany revenue and costs are eliminated to arrive at consolidated totals.\n\nThe following table summarizes the Company’s revenue from external customers, disaggregated by revenue stream:\n\nThree Months Ended March 31,\n\n20262025\n\nRetail$57,874 $56,844 \n\nWholesale8,558 7,002 \n\nTotal revenue, net$66,432 $63,846 \n\n15\n\n[Table of Contents](#i5bb3c1fae4da412b8cc0d152a8688fc7_7)\n\nJUSHI HOLDINGS INC.\n\nNotes to the Unaudited Condensed Consolidated Financial Statements\n\n(Amounts Expressed in Thousands of U.S. dollars, Except Share and Per Share Amounts)\n\n 13. OPERATING EXPENSES\n\nThe major components of operating expenses are as follows:\n\nThree Months Ended March 31,\n\n20262025\n\nSalaries, wages and employee related expenses$14,720 $14,149 \n\nDepreciation and amortization expenses3,698 4,597 \n\nRent and related expenses3,222 3,197 \n\nProfessional fees and legal expenses2,338 1,925 \n\nSoftware and technology expenses1,243 1,073 \n\nShare-based compensation expense (forfeiture)\n392 (307)\n\nOther expenses (1)\n2,681 3,012 \n\nTotal operating expenses$28,294 $27,646 \n\n(1)     Other expenses are primarily comprised of marketing and selling expenses, insurance costs, administrative and licensing fees, travel, entertainment and other.\n\n 14. INCOME TAXES\n\nThe following table summarizes the Company’s income tax expense and effective tax rates for the three months ended March 31, 2026 and 2025:\n\nThree Months Ended March 31,\n\n20262025\n\nLoss before income tax\n$(11,130)$(8,037)\n\nIncome tax expense\n$8,717 $8,978 \n\nEffective income tax rate78.3 %111.7 %\n\nThe Company has computed its provision for income taxes based on the actual effective rate for the three months ended March 31, 2026 and 2025 as the Company believes this is the best estimate for the annual effective tax rate. Therefore, the Company’s effective income tax rates for the three months ended March 31, 2026 and 2025 are not indicative of the effective income tax rate for each respective fiscal year of 2026 and 2025. The Company’s effective income tax rate is significantly higher than the statutory income tax rates due in part to (i) an increase in the uncertain tax position liability due to tax positions based on legal interpretations that challenge the Company’s tax liability under Internal Revenue Code Section 280E (“280E”), (ii) interest and penalties accrual for tax liabilities, and (iii) state income taxes.\n\nThe Internal Revenue Service (“IRS”) has taken the position that cannabis companies are subject to the limitation of 280E, a position held by state tax regulators in Nevada, Ohio and Virginia. Under the IRS’s interpretation of 280E, cannabis companies are only allowed to deduct expenses directly and indirectly related to the production of inventory. In April 2026, the U.S. Department of Justice announced a regulatory action reclassifying certain state-licensed medical marijuana products and FDA-approved marijuana products from Schedule I to Schedule III under the Controlled Substances Act. Refer to Note 19 - Subsequent Events for more information.\n\n16\n\n[Table of Contents](#i5bb3c1fae4da412b8cc0d152a8688fc7_7)\n\nJUSHI HOLDINGS INC.\n\nNotes to the Unaudited Condensed Consolidated Financial Statements\n\n(Amounts Expressed in Thousands of U.S. dollars, Except Share and Per Share Amounts)\n\nIn connection with the preparation and filing of the fiscal 2022 income tax return, the Company changed its previous application of 280E to exclude certain parts of its business. In regards to fiscal years 2023 through 2026, the Company has taken the position that its deductions of ordinary and necessary business expenses is not limited by IRC Section 280E. However, since the Company’s tax positions on 280E may be challenged by taxing authorities, the Company elected to treat the deductibility of these related expenses as an uncertain tax position. As of March 31, 2026 and 2025, the balances in income tax payable and unrecognized tax benefits on the consolidated balance sheets include the impact of the tax position on 280E, which decreased current liabilities with a corresponding increase in non-current liabilities. There was no material impact to the consolidated statement of operations.\n\nIn February 2026, the IRS issued a Notice of Proposed Adjustment (\"NOPA\") in connection with its audit of the Company's tax year ended December 31, 2021. The Company submitted a response to the NOPA disputing the proposed adjustments. The response reflects substantive and procedural arguments that Jushi believes have merit, and the Company plans to defend its position vigorously. The proposed tax amounts were previously included in the Company's liability for unrecognized tax benefits.\n\nThe Company has a liability for unrecognized tax benefits of $186,234 and $177,242 as of March 31, 2026 and December 31, 2025, respectively, inclusive of interest and penalties of $41,524 and $38,342, respectively. The Company anticipates that it is reasonably possible that its new tax position on 280E may require changes to the balance of unrecognized tax benefits within the next 12 months. However, an estimate of such changes cannot reasonably be made.\n\nThe total amount of interest and penalties related to the liability for unrecognized tax benefits recorded in income tax expense during the three months ended March 31, 2026 and 2025 was $3,183 and $3,049, respectively.\n\n 15. RELATED PARTY TRANSACTIONS\n\nThe Company had the following related party transactions:\n\nThree Months Ended March 31,As of\n\n20262025March 31, 2026 (unaudited)December 31, 2025\n\nNature of transactionRelated Party ExpenseRelated Party Payable\n\nSecond Lien Notes - interest expense and principal amount (1)\n$(747)$(667)$— $(25,909)\n\n2024 Term Loan - interest expense and principal amount (1)\n$(421)$(483)$— $(15,200)\n\n2026 Term Loan - interest expense and principal amount (2)\n$(84)$— $(49,009)$— \n\n(1)The Second Lien Notes, the 2024 Term Loan payable and the related interest expense include amounts related to the Company’s Chief Executive Officer, as well as a significant investor. Both the Second Lien Notes and the 2024 Term Loan were settled in March 2026. Refer to Note 8 - Debt for more information.\n\n(2)The 2026 Term Loan, together with the related interest expense, include amounts related to an entity controlled by the Company’s Chief Executive Officer, as well as a significant investor. Refer to Note 8 - Debt for more information.\n\n 16. COMMITMENTS AND CONTINGENCIES\n\nContingencies\n\nAlthough the possession, cultivation and distribution of cannabis for medical and recreational use is permitted in certain states, cannabis is generally classified as a Schedule I controlled substance under the U.S. Controlled Substances Act and its use remains a violation of federal law. Effective April 28, 2026, Food and Drug Administration (“FDA”) approved drug products containing cannabis, as well as cannabis produced, distributed and dispensed under qualifying state medical marijuana licenses, are classified as a Schedule III controlled substance; however, there is uncertainty governing the\n\n17\n\n[Table of Contents](#i5bb3c1fae4da412b8cc0d152a8688fc7_7)\n\nJUSHI HOLDINGS INC.\n\nNotes to the Unaudited Condensed Consolidated Financial Statements\n\n(Amounts Expressed in Thousands of U.S. dollars, Except Share and Per Share Amounts)\n\napplication of this newly bifurcated treatment at the federal level. The Company’s operations are subject to a variety of local and state regulations. Failure to comply with one or more of those regulations could result in fines, restrictions on its operations, or losses of permits that could result in the Company ceasing operations. While management believes that the Company is in material compliance with applicable local and state regulations as of March 31, 2026, marijuana regulations continue to evolve and are subject to differing interpretations. As a result, the Company could be subject to regulatory fines, penalties or restrictions at any time. Since the federal law status of the use of cannabis preempts state laws that legalize its use, strict enforcement of federal law regarding cannabis would likely result in the Company’s inability to proceed with the Company’s business plans. In addition, the Company’s assets, including real property, cash and cash equivalents, equipment, inventory and other goods, could be subject to asset forfeiture because cannabis is still federally illegal.\n\nRefer to Note 14 - Income Taxes for certain tax-related contingencies.\n\nClaims and Litigation\n\nFrom time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. As of March 31, 2026, except as set forth below, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the Company’s financial results. There are also no proceedings in which any of the Company’s directors, officers or affiliates is an adverse party or has a material interest adverse to the Company’s interest.\n\nMJ’s Market Matter\n\nOn March 31, 2023, MJ’s Market, Inc. (“MJ’s”) filed a complaint in federal district court in Massachusetts adverse to Jushi Holdings Inc. and certain of its subsidiaries, including Jushi MA, Inc., Jushi Inc. and Nature’s Remedy of Massachusetts, as well as the former owners and affiliates of Nature’s Remedy of Massachusetts (the “Complaint”). The Complaint centrally claims that the structure of the Nature’s Remedy of Massachusetts transaction providing for increased purchase price consideration if there is no competing dispensary within 2,500 foot radius by certain time periods, and the Company’s filing with the Massachusetts Superior Court an appeal of the Town of Tyngsborough’s decision to approve MJ’s facility in contradiction of its own zoning bylaws are violations of the Sherman Antitrust Act, Massachusetts Antitrust Act, and Massachusetts Consumer Protection Act, as well as interference with contractual relations and abuse of process. MJ is seeking legal and equitable remedies including compensatory and other damages. On February 5, 2025, the court denied the defendants’ motion to dismiss, and the parties to the Complaint are in discovery. The Company disputes such allegations, believes it has substantial defenses and is vigorously defending against the Complaint.\n\nSammartino Matter\n\nOn February 28, 2023, the Company informed Sammartino, the former owner of Nature’s Remedy and certain of its affiliates, that Sammartino had breached several provisions of the Merger and Membership Interest Purchase Agreement between the Company, Sammartino and certain other parties thereto (as amended, the “MIPA”) and/or fraudulently induced the Company to enter into, and not terminate, the MIPA. As a consequence of these breaches and the fraudulent inducement, the Company informed Sammartino that the Company had incurred significant damages, and pursuant to the terms of the MIPA the Company had elected to offset these damages against certain promissory notes and shares the Company was to pay and issue, respectively, to Sammartino, and that Sammartino would be required to pay the remainder in cash. On March 13, 2023, Sammartino responded to the Company by alleging various procedural deficiencies with the Company’s claim and provided the Company with a notice that the Company was in default of the MIPA for failing to issue certain shares of the Company to Sammartino. On March 21, 2023, Sammartino sent a second notice that the Company was in default of the promissory notes for failing to pay interest pursuant to their specified schedule. On March 23, 2023, the Company sent a second letter to Sammartino disputing each procedural deficiency claimed by Sammartino and disputing that the Company is in default of the MIPA or the promissory notes and that it properly followed the terms of the various agreements in electing to set off the damages.\n\n18\n\n[Table of Contents](#i5bb3c1fae4da412b8cc0d152a8688fc7_7)\n\nJUSHI HOLDINGS INC.\n\nNotes to the Unaudited Condensed Consolidated Financial Statements\n\n(Amounts Expressed in Thousands of U.S. dollars, Except Share and Per Share Amounts)\n\nPacific Collective Matter\n\nOn October 24, 2022, Pacific Collective, LLC (“Pacific Collective”) filed a complaint in state court in California against Jushi subsidiaries TGS CC Ventures, LLC (“TGS”), and Jushi Inc. Pacific Collective alleges that the Jushi subsidiaries breached a commercial property lease and lease guaranty and that Pacific Collective is entitled to recover in excess of $20,000 in damages. TGS believes it lawfully rescinded the lease based on Pacific Collective’s failure to purchase the property that was the subject of the lease and to construct and deliver the building contemplated by the lease and is of the position that no damages are owed to Pacific Collective. The Referee assigned to the matter ruled in favor of and awarded fees and costs to TGS and Jushi. Pacific Collective filed an appeal on July 3, 2024, which remains pending.\n\nCommitments\n\nIn addition to the contractual obligations outlined in Note 8 - Debt, the Company has commitments as of March 31, 2026 related to property and construction.\n\nIn connection with various license applications, the Company may enter into conditional leases or other property commitments which will be executed if the Company is successful in obtaining the applicable license and/or resolving other contingencies related to the license or application.\n\nIn addition, the Company expects to incur capital expenditures for leasehold improvements and construction of buildouts of certain locations, including for properties for which the lease is conditional on obtaining the applicable related license or for which other contingencies exist.\n\n 17. FINANCIAL INSTRUMENTS\n\nThe following table sets forth the Company’s financial assets and liabilities, subject to fair value measurements on a recurring basis, by level within the fair value hierarchy:\n\nMarch 31, 2026 (unaudited)December 31, 2025\n\nFinancial liabilities: (1)\n\nDerivative liabilities (2)\n$6,295 $8,607 \n\nTotal financial liabilities$6,295 $8,607 \n\n(1)The Company has no financial assets or liabilities in Level 1 or 2 within the fair value hierarchy as of March 31, 2026 and December 31, 2025, and there were no transfers between hierarchy levels during the three months ended March 31, 2026 or year ended December 31, 2025.\n\n(2)Refer to Note 9 - Derivative Liabilities.\n\nThe carrying amounts of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and certain accrued expenses, and certain other assets and liabilities held at amortized cost, approximate their fair values due to the short-term nature of these instruments. The carrying amounts of the promissory notes approximate their fair values as the effective interest rates are consistent with market rates. The carrying amount of the Second Lien Notes approximates their fair values as of December 31, 2025.\n\n19\n\n[Table of Contents](#i5bb3c1fae4da412b8cc0d152a8688fc7_7)\n\nJUSHI HOLDINGS INC.\n\nNotes to the Unaudited Condensed Consolidated Financial Statements\n\n(Amounts Expressed in Thousands of U.S. dollars, Except Share and Per Share Amounts)\n\n 18. SEGMENT INFORMATION\n\nThe Company operates a vertically integrated cannabis business in one reportable segment for the cultivation, processing, distribution and sale of cannabis in the U.S. All of the Company’s revenues were generated within the U.S., and substantially all long-lived assets are located within the U.S. The accounting policies for the Company’s reportable segment are the same as those described in the summary of significant accounting policies. The chief operating decision maker is the Chief Executive Officer. The chief operating decision maker assesses performance and decides how to allocate resources based on operating results that are reported on the income statement as consolidated net income (loss). The measure of segment assets is reported on the balance sheet as total consolidated assets. Refer to Note 13 - Operating Expenses for significant expenses for the reportable segment.\n\n 19. SUBSEQUENT EVENTS\n\nFederal Cannabis Rescheduling\n\nOn April 28, 2026, the U.S. Department of Justice issued a rule in the Federal Register reclassifying certain state-licensed medical marijuana products and FDA-approved marijuana products from Schedule I to Schedule III under the Controlled Substances Act. The action does not federally legalize recreational cannabis or broadly legalize marijuana-related activities, but it represents a significant shift in federal cannabis policy and may facilitate expanded medical research, product development and potential changes in tax treatment for qualifying operators.\n\nThe Company is evaluating the potential impact of these developments on its business, including implications for federal income tax treatment under Section 280E of the Internal Revenue Code. However, the scope, timing and applicability of any resulting benefits remain uncertain and may depend on future rulemaking, enforcement priorities, judicial developments and additional federal or state regulatory actions.\n\nWhile the Company believes these developments could create long-term opportunities for the regulated cannabis industry, no assurance can be provided regarding the extent to which such actions will materially affect its financial condition, results of operations or liquidity.\n\nProposed Continuance from British Columbia to Nevada\n\nOn April 24, 2026, the Company announced its intention to seek shareholder approval of a proposed arrangement (the \"Arrangement\") which involves, among other things, the continuance of the Company out from the province of British Columbia, Canada and the concurrent domestication of the Company in the State of Nevada in the United States (the \"Continuance\"). To become effective, the Arrangement must be approved by 66 2/3% of the votes cast by shareholders at the Company’s annual general and special meeting of the shareholders. If approved by the shareholders, the Arrangement, including the Continuance, is not expected to cause any material change in the Company's business or operations.\n\n20\n\n[Table of Contents](#i5bb3c1fae4da412b8cc0d152a8688fc7_7)"}