---
schema_version: "secwatch.filing_event.v1"
accession: "0001140361-26-003933"
form_type: "8-K"
ticker: null
cik: "0001776738"
company_name: "Cannabist Co Holdings Inc."
filed_at: "2026-02-06T23:59:59+00:00"
generated_at: "2026-05-16T04:07:21.042804+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Cannabist closes sale of Virginia assets for $130M; redeems $91M of senior notes

## Summary
- Sale of Virginia assets (5 retail stores, 82K sq ft cultivation) to Millstreet affiliate for total consideration of $130M, with $117.5M cash at close.
- $12.5M escrowed at closing; up to $1M released after post-closing price adjustment, remainder after nine months subject to indemnification obligations.
- Company will redeem $84.488M of 9.25% Senior Secured Notes due 2028 and $6.469M of 9.00% Convertible Notes due 2028 on February 13, 2026.
- Amendment extends employee leasing through earlier of April 30, 2026 or Buyer's notice; Buyer to offer employment to leased employees after transition end date.
- Moelis & Company acted as financial advisor; Stikeman Elliott, Weil Gotshal, and Foley Hoag acted as legal counsel.

## SEC filing metadata
- accession: 0001140361-26-003933
- form_type: 8-K
- cik: 0001776738
- company_name: Cannabist Co Holdings Inc.
- filed_at: 2026-02-06T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 2.01, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1776738/000114036126003933/0001140361-26-003933-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1776738/000114036126003933/ef20064943_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001140361-26-003933
- JSON: https://secwatch.observer/filing/0001140361-26-003933.json
- Plain text: https://secwatch.observer/filing/0001140361-26-003933.txt

## Source-grounded claims
- claim_id: 44a2deaf5c6dc05ae4bb6682567434331e1799f9
  claim: Cannabist Co Holdings Inc. completed a disposition involving Parma Holdco LLC for 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 (closed 2026-02-05).
  evidence_excerpt: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1776738/000114036126003933/0001140361-26-003933-index.htm
- claim_id: 5b8af8c0a67d5be4ea6b40aeb84cadb299a13b86
  claim: Cannabist Co Holdings Inc. amended Amendment to the Equity Purchase Agreement with Parma Holdco LLC (effective 2026-02-05).
  evidence_excerpt: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1776738/000114036126003933/0001140361-26-003933-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.