Cannabist Company (OTC: CBSTF) noteholders extend 2028 debt forbearance

Rhea-AI Filing Summary

The Cannabist Company Holdings Inc. disclosed that an ad hoc group of holders of its 9.25% Senior Secured Notes due December 31, 2028 and 9.00% Senior Secured Convertible Notes due December 31, 2028 has agreed to extend a forbearance arrangement.

These noteholders, party to a previously announced forbearance agreement, will continue to refrain from exercising rights and remedies under the governing indenture and applicable law until February 20, 2026. The company also includes standard forward-looking statement language, directing readers to risk factors in its Form 10-K for 2024 and Form 10-Q for the quarter ended September 30, 2025.

8-K Event Classification

Item 1.01 — Entry into a Material Definitive Agreement

1 item

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Understanding 8-K Material Events →

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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 17, 2026

____________________

THE CANNABIST COMPANY HOLDINGS INC.

(Exact Name of Registrant as specified in its charter)

____________________

British Columbia			000-56294			98-1488978
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)

321 Billerica Road Chelmsford, Massachusetts			01824
(Address of principal executive offices)			(Zip Code)

(978) 910-1486

(Registrant’s telephone number, including area code)

Not Applicable

(Registrant’s name or former address, if change 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:

☐			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 pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On February 17, 2026, The Cannabist Company Holdings Inc. (“The Cannabist Company” or “the Company”) announced that the ad hoc group of noteholders of the Company’s 9.25% Senior Secured Notes due December 31, 2028 and the 9.00% Senior Secured Convertible Notes due December 31, 2028 (collectively, the “Notes”), which are parties to the previously announced forbearance agreement with the Company, have agreed to an extension and to forbear from exercising any of their rights and remedies under the amended and restated indenture, as supplemented, governing the Notes and applicable law, until February 20, 2026.

Forward-Looking Statements

This Current Report contains “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995 and corresponding Canadian securities laws. Such forward-looking statements are not representative of historical facts or information or current condition, but instead represent only the Company’s beliefs regarding use of proceeds, future events, plans, strategies, or objectives, many of which, by their nature, are inherently uncertain and outside of the Company’s control. Generally, such forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “future”, “scheduled”, “estimates”, “forecasts”, “projects,” “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases, or may contain statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “will continue”, “will occur” or “will be achieved”. Forward-looking statements involve and are subject to assumptions and known and unknown risks, uncertainties, and other factors which may cause actual events, results, performance, or achievements of the Company to be materially different from future events, results, performance, and achievements expressed or implied by forward-looking statements herein, as well as the risk factors described in the Company’s annual report on Form 10-K for the year ended December 31, 2024, its quarterly report on Form 10-Q for the quarter ended September 30, 2025, and any subsequent quarterly reports on Form 10-Q, in each case, filed with the U.S. Securities and Exchange Commission at www.sec.gov and in Canada on SEDAR+, available at www.sedarplus.ca. The forward-looking statements contained in this Current Report are made as of the date of this Current Report, and the Company does not undertake to update any forward-looking information or forward-looking statements that are contained or referenced herein, except as may be required in accordance with applicable securities laws. All subsequent written and oral forward-looking information and statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by this notice regarding forward-looking information and statements.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			THE CANNABIST COMPANY HOLDINGS INC.
			By:			/s/ David Sirolly
			Name:			David Sirolly
			Title:			Chief Legal Officer & General Counsel

Date: February 18, 2026

FAQ

What did The Cannabist Company Holdings Inc. (CBSTF) announce in this 8-K?

The Cannabist Company announced that an ad hoc group of noteholders extended their forbearance agreement, agreeing to continue refraining from exercising rights and remedies on certain senior secured notes until February 20, 2026.

Which Cannabist Company notes are covered by the extended forbearance agreement?

The extension applies to the company’s 9.25% Senior Secured Notes due December 31, 2028 and its 9.00% Senior Secured Convertible Notes due December 31, 2028, which are collectively referred to as the Notes in the disclosure.

How long does the Cannabist Company noteholder forbearance extension last?

The ad hoc group of noteholders agreed to extend their forbearance until February 20, 2026, during which they will continue to refrain from exercising rights and remedies under the indenture governing the Notes and applicable law.

What does ‘forbear from exercising rights and remedies’ mean for Cannabist Company noteholders?

It means the noteholders have agreed not to enforce their contractual or legal rights related to the senior secured notes for the specified period, instead maintaining the existing forbearance terms through February 20, 2026 under the amended and restated indenture.

What forward-looking statement cautions does Cannabist Company (CBSTF) include here?

The company notes that this disclosure contains forward-looking statements subject to risks and uncertainties, and it directs readers to risk factors in its Form 10-K for 2024 and Form 10-Q for the quarter ended September 30, 2025 for more detail.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 19.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 11.2 KB