Ascend Wellness Holdings, Inc. (AAWHU) Earnings Call Transcript & Summary

Good morning, everyone. My name is Sam Brill, Chief Executive Officer of Ascend Wellness Holdings. The meeting is now called to order. I've asked Corey Sheahan, General Counsel and Corporate Secretary, to act as moderator and to record the minutes of this meeting. It's a pleasure to welcome our stockholders to the special meeting of Ascend Wellness Holdings. This meeting is being held in accordance with the company's bylaws and Delaware law. We will now proceed with the formal business of the meeting as set forth in the notice of special meeting and proxy statement, the mailing of which commenced on or about July 15th, 2026, to stockholders of record at the close of business on July 7th, 2026. Stockholders of record on that date are entitled to vote at this meeting. A record of stockholders as of that date is available to stockholders upon request. Rules of conduct for the meeting are available on the meeting log-in screen. Please note that only stockholders who have logged in using the 12-digit control number and the meeting password will be able to vote and ask questions at this meeting. If any stockholder wishes to address the Chair during the formal part of this meeting, please do so by submitting your question in writing through the virtual meeting platform via the link provided. Questions pertinent to the meeting matters will be answered during the meeting, subject to the time constraints at management's discretion or after the meeting in due course. The Board of Directors has appointed Odyssey Trust Company to act as Inspector of Elections for the special meeting. Odyssey, which also serves as the company's transfer agent, will coordinate the tabulation of the voting results. The Inspector of Election, through its authorized representative, will sign the oath of office, which will be filed with the minutes of this meeting. The Inspector of Election has informed me that of the 203,033,639 shares of Class A common stock entitled to vote at the meeting, 113,702,839 shares are present or represented by proxy, and therefore, a quorum is present. We may now proceed to transact the business for which this meeting has been called. Let me briefly describe the voting procedures. If you have previously turned in your proxy and do not intend to change your vote, it is not necessary to complete another proxy or ballot. Your vote will be counted. If you are eligible to vote and have not submitted your proxy or if you want to change your vote, you may do so by casting your ballot through the virtual meeting platform momentarily. In order to allow stockholders to vote through the virtual meeting platform at any time during this meeting, I now declare the polls open for voting. It is now 11:03 a.m. on August 28, 2026. [Voting]

Our first item of business is the approval of the reverse stock split. As set forth in the proxy statement, the Board of Directors has proposed an amendment to the company's certificate of incorporation to effect a reverse stock split of the company's Class A common shares at a ratio ranging from 1-for-10 to 1-for-50, with the final ratio to be determined by the Board in its discretion following stockholder approval. The purpose of the reverse stock split is to increase the market price of the company's Class A common shares in connection with a potential uplisting of the shares to the NYSE American or Nasdaq. No fractional shares will be issued in connection with the reverse stock split. Any fractional shares will be rounded up to the nearest whole share. Approval of this proposal requires the affirmative vote of a majority of the outstanding shares of Class A common stock entitled to vote on this proposal, not merely a majority of shares present or represented at the meeting. The Board of Directors unanimously recommends that stockholders vote in favor of the reverse stock split proposal. [Voting]

The second item of business is the approval of an adjournment of the meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the meeting to approve the reverse stock split proposal. The approval of this proposal requires the affirmative vote of the majority of the shares represented in person or by proxy at the meeting and entitled to vote on this proposal. The Board of Directors unanimously recommends that stockholders vote in favor of the adjournment proposal. [Voting]

It is now 11:05 a.m. on August 28th, 2026, and the polls for each matter to be voted on at this meeting are now closed. No additional proxies or votes, no changes or revocations will be accepted. I will now report the preliminary results of the voting by proxy. The Inspector of Election has informed me that with regard to Proposal 1, a majority of the outstanding shares of Class A common stock entitled to vote has been voted in favor of the approval of the reverse stock split. With regard to Proposal 2, a majority of the shares present in person or by proxy at the meeting and entitled to vote have been voted in favor of the approval of an adjournment of the meeting. Given that Proposal 1 has passed, Proposal 2 is no longer applicable. I declare that Proposal 1, the reverse stock split proposal, has been approved by the stockholders. The final results of voting, including any votes recorded during this meeting, will be set forth in the report of the Inspector of Election and will be included in the minutes of the meeting. The final results will also be included in our reports filed with the SEC and, as applicable, under our profile on SEDAR+. There being no other matters for consideration at this meeting, I hereby adjourn this meeting.