Cannabist Co Holdings Inc.: M&A transaction — Cannabist closes sale of Virginia assets for $130M; redeems $91M of senior notes

On February 5, 2026, the Company completed the previously announced sale of all of the issued and outstanding equity interests of Green Legal Virginia, held by the Member, to Buyer for a total consideration of $130 million, consisting of $117.5 million payable in cash at Closing and the remaining $12.5 million to be escrowed at Closing and to be released in two parts: (i) up to $1 million, upon the finalization of the post-closing purchase price adjustment and (ii) the remaining amount not otherwise used to satisfy indemnification obligations, following the nine-month anniversary of the Closing.

On February 5, 2026, The Cannabist Company Holdings Inc. (the “Company”), Green Leaf Medical of Virginia, LLC, a subsidiary of the Company (“Green Leaf Virginia”), and Green Leaf Medical, LLC, another subsidiary of the Company and the sole member of Green Leaf Virginia (the “Member”), entered into an Amendment to the Equity Purchase Agreement (the “Amendment”), which amends that certain Equity Purchase Agreement, dated as of December 18, 2025 (the “Equity Purchase Agreement” and the transaction contemplated under the Equity Purchase Agreement and the Amendment, the “Transaction”), with Parma Holdco LLC (“Buyer”) and, solely for the limited purposes set forth therein, Millstreet Credit Fund LP.