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): ~~January~~February 305, 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

(Address of principal executive offices)

01824 (Zip Code)

(978) 910-1486

(Registrant’s telephone number, including area code)

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 ~~January~~February 305, 2026, The Cannabist Company Holdings Inc. (~~“The Cannabist Company” or “~~the “Company”), ~~announced~~Green ~~that~~Leaf itMedical ~~has~~of ~~entered~~Virginia, ~~into~~LLC, a ~~forbearance~~subsidiary ~~agreement~~of (the Company (“~~Forbearance~~Green ~~Agreement~~Leaf Virginia”), ~~with~~and Green anLeaf adMedical, ~~hoc~~LLC, ~~group~~another subsidiary of ~~noteholders~~the (Company and the ~~“Forbearing~~sole ~~Noteholders”)~~member of ~~the~~Green ~~Company’s~~Leaf ~~9.25%~~Virginia ~~Senior~~(the ~~Secured~~“Member”), ~~Notes~~entered ~~due~~into ~~December~~an ~~31,~~Amendment ~~2028~~to (the ~~“9.25%~~Equity ~~Senior~~Purchase ~~Secured~~Agreement ~~Notes~~(the “Amendment”), ~~and~~which ~~the~~amends ~~9.00%~~that ~~Senior~~certain ~~Secured~~Equity ~~Convertible~~Purchase ~~Notes due~~Agreement, dated as of December 3118, ~~2028~~2025 (the “~~9.00%~~Equity ~~Senior~~Purchase ~~Secured Convertible Notes~~Agreement” and ~~together~~the ~~with~~transaction contemplated under the ~~9.25%~~Equity ~~Senior~~Purchase ~~Secured~~Agreement ~~Notes~~and the Amendment, the “~~Notes~~Transaction”)., ~~The~~with ~~Forbearing~~Parma ~~Noteholders~~Holdco ~~collectively~~LLC ~~hold~~(“Buyer”) ~~more~~and, ~~than~~solely ~~75%~~for of the ~~aggregate~~limited ~~principal~~purposes ~~amount~~set forth oftherein, ~~Notes~~Millstreet ~~outstanding~~Credit Fund LP.

OnThe ~~December~~Amendment 31provides that, ~~2025~~among other things, the Company ~~elected~~or ~~not~~one toof ~~make~~its affiliates (the ~~interest~~“Employer”) ~~payments~~will ~~due~~continue onto ~~the~~employ ~~Notes~~certain employees of Green Leaf Virginia (the “~~December~~Leased ~~31 Interest Payments~~Employees”) ~~under~~through the ~~amended~~earlier ~~and~~of ~~restated indenture,~~(x) asApril ~~supplemented~~30, ~~governing~~2026 ~~the~~and ~~Notes~~ (~~the “Indenture”~~y) tosuch ~~enhance~~date ~~its~~elected ~~short-term~~by ~~financial~~Buyer ~~flexibility~~upon ~~and~~written ~~preserve~~notice ~~liquidity~~to asthe itCompany ~~continues~~(the to“Transition ~~evaluate~~End ~~strategic~~Date”) ~~alternatives~~pursuant ~~following~~to ~~the~~an ~~recent~~employee ~~announcement~~leasing agreement, dated as of the ~~sale~~closing of ~~its Virginia~~the ~~assets~~ Transaction to(the an“Closing”) ~~affiliate~~by ofand ~~Millstreet~~between ~~Credit~~the ~~Fund~~Company ~~LP.~~and ~~The~~Green ~~failure~~Leaf Virginia. Pursuant to ~~make~~ the ~~December~~Amendment, 31prior ~~Interest~~to ~~Payments on~~ the ~~due~~Transition ~~date~~End ~~did~~Date, ~~not~~Buyer ~~constitute~~or anone ~~event~~ of ~~default~~its ~~under~~affiliates ~~the~~will ~~Indenture.~~make ~~However~~offers of employment, ~~the~~effective ~~non-payment~~as of the ~~December~~day 31following ~~Interest Payments~~the ~~during~~ Transition ~~the~~End ~~30-day~~Date, ~~grace~~to ~~period~~each ~~under~~Leased ~~the~~Employee ~~Indenture~~who ~~constitutes~~remains anemployed ~~event~~by the Employer as of ~~default~~the Transition End Date.

~~During~~Except ~~the~~as ~~grace~~otherwise ~~period,~~provided ~~the~~in ~~Company and~~ the ~~Forbearing~~Amendment, ~~Noteholders~~all ~~discussed~~other ~~potential~~provisions ~~strategies~~of ~~and~~the ~~options~~Equity toPurchase ~~address~~Agreement ~~the~~continue ~~Company’s liquidity needs~~unmodified, ~~including potential~~in ~~additional~~full ~~asset~~force ~~sales~~and oreffect ~~other~~and ~~strategic,~~constitute ~~financial~~legal and orbinding ~~restructuring~~obligations ~~transactions~~of orthe ~~proceedings,~~parties ~~which resulted~~ in ~~entering~~accordance ~~into~~with ~~the~~their ~~Forbearance Agreement~~terms.

~~Pursuant~~The toforegoing description of the ~~Forbearance~~Amendment ~~Agreement,~~does ~~and~~not ~~subject~~purport to ~~the~~be ~~terms~~complete and ~~conditions~~is ~~set~~qualified ~~forth~~in ~~therein,~~its ~~the~~entirety ~~Forbearing~~by ~~Noteholders~~reference ~~agreed~~ to ~~forbear~~the ~~from~~full ~~exercising~~text ~~any~~ of ~~their~~ ~~rights and remedies under~~ the ~~Indenture and applicable law until February 17~~Amendment, ~~2026 as~~ a ~~result~~copy of which ~~the~~will ~~Company’s~~be ~~failure~~filed toas ~~make~~an ~~the~~exhibit ~~December 31 Interest Payments. The Company, its advisors and the advisors~~ to the ~~Forbearing Noteholders continue to discuss options to address the~~ Company’s ~~liquidity~~next ~~needs,~~periodic ~~however, there can be no assurances an agreement will be reached, or an extension of the Forbearance Agreement will be entered into prior to February 17, 2026~~report.

~~The~~ ~~foregoing~~Item ~~summary~~2.01 Completion of ~~the~~Acquisition ~~Forbearance Agreement does not purport to be complete and is qualified in its entirety by reference to the Forbearance Agreement, which is~~or ~~filed~~ Disposition asof ~~Exhibits 10~~Assets.~~1 hereto and is incorporated by reference herein.~~

~~Forward-Looking~~The ~~Statements~~information set forth in Item 1.01 above is hereby incorporated by reference in its entirety into this Item 2.01.

~~This~~On ~~Current~~February ~~Report~~5, ~~contains~~2026, ~~“forward-looking~~the ~~statements”~~Company ~~within~~completed the ~~meaning~~previously ofannounced ~~the~~sale ~~safe~~of ~~harbor~~all ~~provisions~~ of the ~~United~~issued ~~States~~and ~~Private~~outstanding ~~Securities Litigation Reform Act~~equity of interests ~~1995 and corresponding Canadian securities laws. Such forward-looking statements are not representative~~ of ~~historical~~Green ~~facts~~Legal ~~or information or current condition~~Virginia, ~~but~~held ~~instead~~by ~~represent only~~ the ~~Company’s beliefs regarding use of proceeds~~Member, ~~future events,~~to ~~plans,~~Buyer ~~strategies,~~for ora ~~objectives,~~total ~~many~~consideration of ~~which,~~$130 ~~by their nature~~million, ~~are~~consisting ~~inherently uncertain and outside~~ of ~~the Company’s control~~$117.5 ~~Generally,~~million ~~such~~payable ~~forward-looking~~in ~~statements~~cash ~~can~~at beClosing ~~identified~~and by the ~~use~~remaining of$12.5 ~~forward-looking~~million ~~terminology~~to 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”,~~escrowed ~~“will~~at ~~continue”,~~Closing ~~“will occur” or “will be achieved”. Forward-looking statements involve~~ and ~~are subject~~ to ~~assumptions~~be ~~and~~released ~~known~~in ~~and unknown risks,~~two ~~uncertainties,~~ parts: ~~and~~(i) ~~other~~up ~~factors~~to ~~which~~$1 ~~may cause actual events~~million, ~~results,~~upon ~~performance,~~the orfinalization ~~achievements~~ of the ~~Company~~post-closing topurchase beprice ~~materially~~adjustment ~~different from future events, results, performance,~~ and ~~achievements~~(ii) ~~expressed or implied by forward-looking statements herein, as well as~~ the ~~risk~~remaining ~~factors~~amount ~~described~~not inotherwise ~~the~~used ~~Company’s~~to ~~annual~~satisfy ~~report~~indemnification ~~on Form 10-K for the year ended December 31~~obligations, ~~2024,~~following ~~its quarterly report on Form 10-Q for~~ the ~~quarter ended September 30, 2025, and any subsequent quarterly reports on Form 10~~nine-Q,month inanniversary ~~each~~of ~~case, filed with~~ the UClosing.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 press release are made as of the date~~ of purchase ~~this~~price ~~press~~is ~~release,~~subject ~~and the Company does not undertake~~ to ~~update any forward~~post-~~looking~~closing ~~information~~adjustment orbased ~~forward-looking~~on ~~statements~~the ~~that~~final ~~are~~determination ~~contained~~of orcash, ~~referenced herein~~debt, ~~except~~net asworking ~~may~~capital, beunpaid ~~required~~transaction inexpenses ~~accordance with applicable securities laws. All subsequent written~~ and ~~oral~~certain ~~forward-looking~~transaction ~~information~~payments ~~and~~as ~~statements~~of ~~attributable to the Company or persons acting on its behalf is expressly qualified in its entirety by this notice regarding forward-looking information and statements~~Closing.

Item 97.01 ~~Financial~~– ~~Statements~~Regulation ~~and Exhibits.~~FD Disclosure

Press Release

On February 5, 2026, the Company issued a press release announcing the entry into the Amendment and the Closing. The press release is attached hereto as Exhibit 99.1 and is incorporated in this Item 7.01 by reference.

The information contained in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
10.1	Forbearance Agreement, dated January 30, 2026, between The Cannabist Company Holdings Inc. and an ad hoc group of noteholders of the 9.25% Senior Secured Notes due December 31, 2028 and the 9.00% Senior Secured Convertible Notes due December 31, 2028.

Exhibit

No.	Description

99.1	Press Release, dated February 5, 2026

104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

#	Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish a copy of any omitted schedule or exhibit to the SEC upon its request.

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

	THE CANNABIST COMPANY HOLDINGS INC.

	By:	/s/ David Sirolly
	Name:	David Sirolly
	Title:	Chief Legal Officer & General Counsel
Date: February 5, 2026

Date: February 3, 2026

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