JUSH 10-K & 10-Q changes, risk factors and insider trading

•We have a history ofincurred losses and negative cash flow from operations,operations in the past, and we expect to incur significant ongoing costs and obligations related to our investmentinvestments in infrastructure, growth, regulatory compliance and operations and may not be able to sustain profitability.

•We are subject to certain tax provisions that have a material adverse effect on our business, financial condition and results of operations, haveare asubject higherto risktax ofaudits IRSby Auditsvarious tax authorities in multiple jurisdictions, and may not be successful in defending our tax filing positions.

We face risks due to industry immaturity orand limited comparable, competitive or established industry best practices.

As a relatively new industry constrained by varying state regulations, there are not many established operators in the medical and adult useadult-use cannabis industry whose business models we can follow or build upon. Similarly, there is limited information about comparable companies available for potential investors to review in making a decision about whether to invest in us.

We have a history ofincurred losses and negative cash flow from operations,operations in the past, and we expect to incur significant ongoing costs and obligations related to our investmentinvestments in infrastructure, growth, regulatory compliance and operations and may not be able to sustain profitability.

Although we reported net income from operations and positive cash flow from operating activities for the yearyears ended December 31, 2025 and 2024, wein haveprior ayears historywe’ve ofhad losses from operations and negative cash flow from operating activitiesactivities. andWe may incur losses and negative operating cash flow in the future. We expect to incur significant ongoing costs and obligations related to our investment in infrastructure and growth and for regulatory compliance, which could have a material adverse impact on our results of operations, financial condition and cash flows. In addition, future changes in regulations, more vigorous enforcement thereof or other unanticipated events could require extensive changes to our operations, increase our compliance costs or give rise to material liabilities, which could have a material adverse effect on our business, results of operations and financial condition. Our efforts to grow our business may be more costly than expected, and we may not be able to increase our revenue enough to offset these higher operating expenses. We may incur significant losses in the future for a number of reasons, including unforeseen expenses, difficulties, complications and delays, and other unknown events. If we are unable to sustain profitability, the market price of our securities may significantly decrease.

We believe that the medical marijuana industry is highly dependent upon consumer perception regarding the safety, efficacy and quality of medical marijuana distributed to those consumers and /or marijuana generally. Consumer perception of our products may be significantly influenced by scientific research or findings, regulatory investigations, litigation, media attention and other publicity regarding the consumption of medical marijuana products. There can be no assurance that future scientific research, findings, regulatory proceedings, litigation, media attention or other research findings or publicity will be favorable to the medical marijuana market or any particular product, or consistent with earlier publicity. Future research reports, findings, regulatory proceedings, litigation, media attention or other publicity that are perceived as less favorable than, or that question, earlier research reports, findings or publicity could have a material adverse effect on the demand for our products and our business, results of operations, financial condition and cash flows.

Our operations depend and will depend, in part, on how well we and our third-party vendors protect our networks, equipment, information technology (“IT”) systems and software against damage from a number of threats, including, natural disasters, intentional damage and destruction, fire, power loss, hacking, computer viruses, vandalism and theft. Our operations also depend and will continue to depend on our and our third-party vendorsvendors’ timely maintenance, upgrade and replacement of networks, equipment, IT systems and software, as well as preemptive expenses to mitigate the risks of failures. Any of these and other events could result in information system failures, delays and/or increase in capital expenses. The failure of information systems or a component of information systems could, depending on the nature of any such failure, adversely impact our reputation and results of operations.

In CaliforniaCalifornia, Illinois and Illinois,New Jersey, we depend solely on third-party suppliers for products. Products purchased from our suppliers are resold to our customers. These suppliers could fail to produce products to our specifications or quality standards and may not deliver units on a timely basis. Any changes in our suppliers’ production or product availability could impact our ability to fulfill orders and could also disrupt our business due to delays in finding new suppliers. Any improper acts by any third party we rely on for production or shipping could have an adverse effect on our business.

For instance, in 2022 and 2023 we became aware that we were subject to what we believe werewas twoa phishing attacksattack which resulted in paymentspayment being made to individualsan individual pretending to be a legitimate vendors.vendor. No such attacks occurred in 2024.2024 or 2025. Although these attacks were not material, such losses in the future could have a material adverse effect on our business operations, cash flows and financial condition.

We had $180.0$193.1 million of indebtedness, as of December 31, 2024,2025, excluding $21.5 million of debt that is subject to indemnity claims in favor of the Company. We have incurred significant indebtedness under our Senior2026 Secured Credit Agreement (the “Term Loans”), our 12% second lien notes (the “Second Lien Notes”)Loan and certain acquisition-related promissory notes to fund working capital and other cash needs and to fund acquisitions. We expect to incur additional indebtedness in the future.

Our debt service cost for the 2026 Term Loan is approximately $1.5 million per calendar quarter and our debt service cost for the Second Lien Notes is approximately $2.4$5.0 million per calendar quarter. The 2026 Term Loan and the Second Lien Notes areis secured by all material assets and owned equity of the Company and certain of its wholly-owned direct and indirect subsidiaries, subject to certain exclusions including cannabis, cannabis-related, hemp and hemp-related permits and licenses,licenses that cannot be secured as a matter of law, rule or regulation, inventory, and assets and equity interests that cannot be collateralized pursuant to lawlaw, rule, regulation or contractual obligation.

Our ability to make scheduled payments on or to refinance our debt obligations depends on our financial condition and operating performance, which isare subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control. We cannot assure that we will generate a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness.

If our cash flows and capital resources are insufficient to fund our debt service obligations or if we are unable to refinance existing indebtedness on favorable terms,terms if necessary or desirable, we may be forced to reduce or delay capital expenditures, sell assets, seek additional capital or restructure or refinance our indebtedness. These alternative measures may not be successful and thus render us unable to meet our scheduled debt service obligations. In the absence of such operating results and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations, the terms of our debt instruments may prohibit such dispositions. We may not otherwise be able to consummate those dispositions or be able to obtain the proceeds which we could realize from them and any such proceeds received may not be adequate to meet any debt service obligations then due, which would seriously harm our business and prospects.

Labor unions are working to organize workforces in the cannabis industry in general. As of December 31, 2024,2025, approximately 250183 of our employees are covered/ or eligible to be covered by collective bargaining agreements with labor unions, and it is possible that employees in certain other facilities or dispensaries will be organized in the future, which could lead to work stoppages or increased labor costs and adversely affect our business, profitability and our ability to reinvest into the growth of our business. Labor unions may also limit our flexibility in dealing with our workforce. Work stoppages and instability in our union relationships could delay the production and sale of our products, which could strain relationships with customers and cause a loss of revenues which would adversely affect our operations.

RelianceWe rely on Third-Partythird-party Suppliers,suppliers, Manufacturersmanufacturers and Contractors;contractors, Relianceand onother Keykey Inputs.inputs.

A continued upward rate of inflation could influence the profits that we generate from our business. When the rate of inflation rises, the operational costs of running our company also increases, such as labor costs, raw materials and public utilities, thus affecting our ability to provide our servesproducts at competitive prices. An increase in the rate of inflation could force our customers to search for other products, causing us to lose business and revenue.

In the U.S., cannabis is largely regulated at the state level. Each state in which we operate (or are currently proposing to operate) authorizes, as applicable, medical and/or adult-use cannabis production and distribution by licensed or registered entities, and numerous other states have legalized adult-useadult use of cannabis in some form. However, under U.S. federal law, the possession, use, cultivation, and transfer of cannabis and any related drug paraphernalia is illegal, and any such acts are criminalized under the CSA. Cannabis is a Schedule I controlled substance under the CSA, and is thereby deemed to have a high potential for abuse, no accepted medical use in the U.S., and a lack of safety for use under medical supervision. The concepts of “medical cannabis,” “retail cannabis” and “adult-use cannabis” do not exist under U.S. federal law. However, in October of 2022, the Biden Administration announced its intention to review the regulation of cannabis under the CSA by directing the Secretary of Health and Human Services and the Attorney General to initiate the administrative process to expeditiously review marijuana’s Schedule I status. On August 29, 2023, HHS delivered a recommendation to move cannabis from Schedule I to Schedule III to the DEA.

On August 29, 2024, the DEA announced in the Federal registerRegister that it would be holding a hearing on December 2, 2024, duringto whichaddress procedural and scheduling matters were addressed.matters. Merits-based hearings beganwere set to begin on January 1, 2025, with testimony from government witnesses.witnesses, Twenty-fivebut partiesthese allegedlyhearings aggrievedhave bybeen thestayed proposedindefinitely. rescheduling rule selected by the DEA Administrator are currently scheduled to give testimony between January 22, 2025, and March 6, 2025. Concurrently, at least twoMeanwhile, federal lawsuitslitigation alleging impropriety by DEA in connection with the rescheduling haveremains beenpending. filedOn December 18, 2025, President Trump signed an executive order directing U.S. Attorney General Pam Bondi to date.complete Itthe rescheduling process in an “expeditious manner.” This process is anticipated to take at least a few months, but there is currently unclearno whetherverifiable ortimeline as to whatwhen extent litigationcannabis will interruptofficially ormove delayfrom Schedule I to Schedule III of the administrative hearing process. For these reasons, mid-March 2025 is likely the earliest rescheduling could be completed, and it is possible the process could remain ongoing for a considerably longer period of time.CSA.

While thefederal directiveaction could result in the decriminalization of marijuanacannabis for medical and adult-useadult use by descheduling or rescheduling marijuana, there are no assurances if or when there could be any change in the regulation of marijuana under the CSA. Although we believe that our business activities are compliant with applicable state and local laws in the U.S., compliance with state and local cannabis laws would not provide a defense to any federal proceeding which may be brought against us. Any such proceedings may result in a material adverse effect on us. We derive 100% of our revenues from the cannabis industry. The enforcement of applicable U.S. federal laws poses a significant risk to us.

If our tax positions, including our tax position on 280E, were to be challenged by federal, state, local or foreign tax jurisdictions, we may not be wholly successful in defending our tax filing positions. We record reserves for unrecognized tax benefits based on our assessment of the probability of successfully sustaining tax filing positions. Our management exercises significant judgment when assessing the probability of successfully sustaining our tax filing positions, and in determining whether a contingent tax liability should be recorded and, if so, estimating the amount. If our tax filing positions are successfully challenged, payments could be required that are in excess of reserved amounts, or we may be required to reduce the carrying amount of our net deferred tax asset or current ERC receivable, either of which could be significant to our financial condition and results of operations.

In Massachusetts and certain other states we operate in, the local municipality has authority to choose where any cannabis establishment will be located. These authorized areas are frequently removed from other retail operations. Because the cannabis industry remains illegal under U.S. federal law, the disadvantaged tax status of businesses deriving their income from cannabis, and the reluctance of the banking industry to support cannabis businesses, it may be difficult for us to locate and obtain the rights to operate at various preferred locations. Property owners may violate their mortgages by leasing to us, and those property owners that are willing to allow use of their facilities may require payment of above fair market value rents to reflect the scarcity of such locations and the risks and costs of providing such facilities.

To the extent that we raise additional capital through the sale of equity, equity derivatives (such as warrants) or convertible debt securities, yourthe ownership interestinterests of our shareholders will or may be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect yourthe rights asof aour common stockholder.shareholders. Debt financing and preferred equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we are unable to raise additional funds through equity or debt financings when needed, we may be required to delay, limit, reduce or terminate product candidate development or future commercialization efforts.

Sales of a substantial number of Subordinate Voting Shares in the public market could occur at any time. These sales, or the perception in the market that holders of a large number of shares intend to sell shares, or the availability of such securities for sale, could adversely affect the prevailing market prices for the Subordinate Voting Shares. As of FebruaryMarch 28,24, 2025,2026, we have an aggregate of 196,696,597199,696,597 Subordinate Voting Shares issued and outstanding (excluding securities convertible into or exercisable for Subordinate Voting Shares). A decline in the market prices of the Subordinate Voting Shares could impair our ability to raise additional capital through the sale of securities should we desire to do so.

We are a vertically integrated, multi-state cannabis operator engaged in retail, distribution, cultivation, and processing operations in both medical and adult-use markets. We are focused on building a diverse portfolio of cannabis assets through opportunistic investments and pursuing application opportunities in attractive limited license jurisdictions and capitalizing on such assets through strategic deployment in our day-to-day operations. We have targeted assets in highly populated, limited license medical markets on a trajectory toward adult-use legalization, including Pennsylvania, markets that are in the process of transitioning to adult-use,adult use, namely Virginia, and limited license, fast-growing, large adult-use markets, such as Illinois, Massachusetts, Nevada, MassachusettsNew Jersey and Ohio,Ohio and certain municipalities of California.

The cannabis industry is subject to significant competition and pricing pressures, which is often market specific and can be caused by an oversupply of cannabis in the market, and may be transitory from period to period. We may experience significant competitive pricing pressures as well as competitive products and service providers in the markets in which we operate. Several significant competitors may offer products and/or services with prices that may match or are lower than ours. We believe that the products and services we offer are generally competitive with those offered by other cannabis companies. It is possible that one or more of our competitors could develop a significant research advantage over us that allows them to provide superior products or pricing, which could put us at a competitive disadvantage. Continued pricing pressure due to competition, increased cannabis supply or shifts in customer preferences could adversely impact our customer base or pricing structure, resulting in a material impact on our results of operations, or asset impairments in future periods. For further discussion on the impact of asset impairments during the years ended December 31, 2024 and 2023, refer to Note 7 - Goodwill and Other Intangible Assets of our Annual Financial Statements.

The following represents our recent developments since the filing of our Form 10-Q for the quarterly period ended September 30, 2024,2025, which was filed on November 7,4, 2024.2025. For information on our developments in the earlier part of 2024,2025, alsoplease refer to (i)our Formpreviously-filed 10-QForms for the quarterly period ended June 30, 2024, which was filed on August 7, 2024 and (ii) Form 10-Q for the quarterly period ended March 31, 2024, which was filed on May 9, 2024.10-Q. The FormForms 10-Qs10-Q may also be accessed on SEDAR.

Revenue, net was $257,525,$262,909, compared to $269,445,$257,525, aan decreaseincrease of $11,920,$5,384, or 4%.2%.

•ARetail declinerevenue inincreased sales$7,542. in Massachusetts of $2,753 - whileWhile the number ofoverall units sold in our retail channel increased by approximately 5%, the7%, average price per unit declineddeclined. asThe weincrease increasedin ourretail userevenue ofwas promotionsprimarily due to continued competition;:

•AAn declineincrease in sales in PennsylvaniaVirginia of $7,014$5,661 - while the average price per unit remained stable,relatively theflat, numberyear-over-year ofsales growth across all dispensaries was driven primarily by an increase in units sold decreased byof approximately 6%14% whichdue was driven byto increased competition.customer demand as the market continues to mature.

Gross profit was $118,303$113,977 compared to $116,228,$118,303, ana increasedecrease of $2,075,$4,326, or 2%.4%. Gross profit margin increaseddeclined to 46%43% comparedfrom to 43%.46%. The increasedecreases in gross profit and gross profit margin waswere primarily driven by efficienciesongoing atcompetitive pricing pressure requiring higher discounting in our cultivationretail andchannel. processingIn facilitiesaddition, whichcurrent enabledyear uscost toof reducesales costs,reflect higher production costs per unit incurred in late 2024 that were capitalized into inventory that sold during the current year. These decreases were partially offset by additionalhigher expensesgross profit and gross profit margin in Ohio, including inventory write downs,Ohio as wea result of new dispensary openings, as well as lower costs following the ramp up of our Ohio grower processor facilities in Ohio2024 to support the transition to adult-use.adult-use In our retail channel, gross profit declined due to lower sales; however, gross profit margin improved 46 basis points as a result of increased sell-through of Jushi branded products at our retail stores.sales. Jushi branded product sales as a percentage of total retail revenue were 55%57% across the Company’s five vertical markets compared to 50%55% in the prior year.

Operating expenses were $107,440$109,126 compared to $119,046,$107,440, aan decreaseincrease of $11,606,$1,686, or 10%.2%. The following table presents information on our operating expenses for the periods indicated:

(1) Other expenses are primarily comprised of marketing and selling expenses, insurance costs, administrative and applicationlicensing fees, software and technology costs, travel, gain/loss on lease terminations, gain/loss on asset disposals, entertainment and conferences and other.

Fair Value Gain (Loss) on Derivatives

Fair value gainloss on derivatives was $6,275$5,087 compared to $9,589.a gain of $6,275. Fair value gain (loss) on derivatives includeincludes the fair value changes relating to the derivative warrants. The derivative warrants are required to be remeasured at fair value at each reporting period. The fair value changes in derivatives were primarily attributable to the movement in our stock price during the corresponding period.

Other, net, was an income of $3,140$7,478 compared to an expense of $3,101,$3,140, a change of $6,241.$4,338. The current year is primarily comprised of $10,617 related to employee retention credit claims, including interest, received from the IRS, and $914 gain on sale of a non-core asset, partially offset by a $4,308 non-cash adjustment to our indemnification asset related to acquisitions made in prior years and $885 foreign exchange translation loss in relation to certain Second Lien Notes denominated in Canadian dollars. The prior year primarily includes $1,896 gain on the deconsolidation of Jushi Europe, $1,529 foreign exchange gains,gains and $400 reversal of legal claim accruals no longer required, partially offset by $2,098 indemnification asset adjustment related to acquisitions made in prior years. The prior year primarily includes $1,292 indemnification asset adjustment related to acquisitions made in prior years, $777 loss on investment, and $545 foreign exchange gains.

EBITDA and Adjusted EBITDA are financial measures that are not defined under GAAP. We define EBITDA as net income (loss), or “earnings”, before interest, income taxes, depreciation and amortization. We define Adjusted EBITDA as EBITDA before: (i) non-cash share-based compensation expense; (ii) inventory-related adjustments; (iii) fair value changes in derivatives; (iviii) other (income)/expense items; (viv) transaction costs; (viv) asset impairment; (viivi) gain/loss on debt extinguishment; and (viiivii) start-up costs. These financial measures are metrics that have been adjusted from the GAAP net income (loss) measure in an effort to provide readers with a normalized metric in making comparisons more meaningful across the cannabis industry, as well as to remove non-recurring, irregular and one-time items that may otherwise distort the GAAP net income measure. Other companies in our industry may calculate this measure differently, limiting their usefulness as comparative measures.

Adjusted EBITDA for the years ended December 31, 20242025 and 2023,2024, was $46,177$50,262 and $40,768,$46,177, respectively, resulting in an increase of $5,409$4,085 or 13%.9%. The increase in Adjusted EBITDA was primarily due to payments received from the benefitIRS ofin operatingrelation efficienciesto atemployee ourretention cultivationcredit andclaims, processingpartially facilities,offset andby overall lower operating expenses relating to professional fees, administrative expenses, software and technology cost.margin.

Cash provided by operations was $21,569,$17,725, as compared to cash used in operations of $3,318.$21,569. The change to cash provided by operating activities in the current year compared to cash used in operating activities in the prior yeardecrease was primarily duedriven toby improveda operating results, as well as an improvementdecline in cash flow from working capital.

Net cash used in investing activities was $7,067$13,222 compared to $6,392.$7,067. The current year includes $16,090 for the purchase of property, plant and equipment for use in our operations and $1,202 of intangible assets acquired, which were partially offset by $4,070 in proceeds from sale of non-core assets. The prior year includes $4,708 for the paymentspurchase of property, plant and equipment for use in our operations and $5,207 for payments primarily related to the acquisition of additional licenses in Ohio, which were partially offset by $2,848 in proceeds from sale of non-core assets. The prior year includes $10,743 for the payments of property, plant and equipment for use in our operations partially offset by $4,351 in proceeds from sale of non-core assets.

The priorcurrent year net cash flows provided by financing activities includes $21,900$4,608 innet proceeds from mortgageSecond loansLien Notes and $3,862$3,473 innet proceedsmortgage fromloan otherproceeds, financingwhich activities,were partially offset by $3,526$2,240 in net finance lease obligation payments, $4,875 in payments related to the Acquisition Facility debt, $3,031$1,877 in payments of other financing activities, $250$2,425 in payments2024 ofTerm loanLoan financingpayments, costs, and $211$586 in payments of mortgage-related debt.debt and $175 in payments of promissory notes.

On AprilJune 24, 2026, we announced our intention to seekreceived shareholder approval of a proposed arrangement which involves, among other things, the continuance of the Company out from the province of British Columbia, Canada and the concurrent domestication of the Company in the State of Nevada in the United States (the "Continuance"). We believe the Continuance will enhance shareholder value by better aligning our corporate structure with our operations and allowing us to operate more efficiently. However, there can be no assurance that the Continuance will be completed. Among other reasons, shareholders may not approve the Continuance or the Board may decide not to proceed with the Continuance.

In the U.S., cannabis is largely regulated at the state level. Each state in which we operate (or are currently proposing to operate) authorizes, as applicable, medical and/or adult-use cannabis production and distribution by licensed or registered entities, and numerous other states have legalized adult use ofadult-use cannabis in some form. However, under U.S. federal law, the possession, use, cultivation, and transfer of cannabis and any related drug paraphernalia is illegal, and any such acts are criminalized under the Controlled Substances Act (“CSA”). Cannabis is a Schedule I controlled substance under the CSA, and is thereby deemed to have a high potential for abuse, no accepted medical use in the U.S., and a lack of safety for use under medical supervision. The concepts of “medical cannabis,” “retail cannabiscannabis,” and “adult-use cannabis” do not exist under U.S. federal law. However, in October of 2022, the Biden Administration announced its intention to review the regulation of cannabis under the CSA by directing the Secretary of Health and Human Services and the Attorney General to initiate the administrative process to expeditiously review marijuana’s Schedule I status. On August 29, 2023, the Department of Health and Human Services (“HHS”) delivered a recommendation to move cannabis from Schedule I to Schedule III to the U.S. Drug Enforcement Administration (“DEA”).

On August 29, 2024, the DEA announced in the Federal Register that it would be holdinghold a hearing on December 2, 2024, to address procedural and scheduling matters. Merits-based hearings were setexpected to begin on January 1, 2025, with testimony from government witnesses, but thesethose hearings were stayed indefinitely. On April 28, 2026, the DEA published a withdrawal of the prior notice of hearing and terminated the pending hearing proceedings, stating that it would initiate new hearing proceedings as the most expeditious manner of completing the rulemaking process in accordance with federal law.

On April 23, 2026, the Department of Justice announced that it placed U.S. Food and Drug Administration (“FDA”) approved cannabis products and products containing medical cannabis subject to a qualifying state-issued license in Schedule III and announced that the DEA would beinitiate withdrawinga new administrative hearing process to consider the priorbroader noticerescheduling of hearingmarijuana beyond FDA-approved cannabis products and terminatingstate-licensed thosemedical proceedings.cannabis products from Schedule I to Schedule III. The DEA willcommenced holdformal newhearing administrative hearings beginningproceedings on June 29, 2026, which concluded on July 15, 2026.

On April 28, 2026, the DEA issued rules in the Federal Register rescheduling FDA-approved cannabis products and products containing medical cannabis from a statestate-licensed medical cannabis license from Schedule I to Schedule III of the CSA (“Rescheduling Rule”). The Rescheduling Rule also created an expedited process for state medical cannabis licenseeslicensees, including medical marijuana dispensaries, to register with the DEA, enabling thesequalifying entities holding state medical cannabis licenses to engage in the manufacture, distribution, and/or dispensing of cannabis for medical purposes under federal law. The Rescheduling Rule did not appear to address or amend the legality of adult-use cannabis.cannabis, which remains subject to separate consideration through the pending administrative hearing process. On May 4, 2026, SAM, Inc. (d/b/a Smart Approaches to Marijuana) and National Drug and Alcohol Screening Association, Inc. filed a petition in the U.S. Court of Appeals for the District of Columbia Circuit challenging the Rescheduling Rule. If the petitioners are successful, the Rescheduling Rule could be subject to being set aside.

While further federal action could result in the decriminalization of cannabis for medical and adult use by descheduling or rescheduling of non-medical marijuana, there are no assurances if or when there could be any further change in the regulation of marijuana under the CSA.CSA, including as a result of the pending DEA administrative hearing process or related litigation. Additionally, it is not yet clear how the mechanics of the partial rescheduling of cannabis will impact business operations.operations, tax treatment, banking access, federal registration obligations, or other regulatory requirements applicable to cannabis businesses. Although we believe that our business activities are compliant with applicable state and local laws in the U.S., compliance with state and local cannabis laws would not necessarily provide a defense to any federal proceeding whichthat may be brought against us, even if the Company registers medical cannabis operations with the DEA. Any such proceedings may result in a material adverse effect on us. We derive 100% of our revenues from the cannabis industry. The enforcement of applicable U.S. federal laws poses a significant risk to us.

Violations of any U.S. federal laws and regulations could result in significant fines, penalties, administrative sanctions, or settlements arising from civil proceedings conducted by either the U.S. federal government or private citizens. We may also be subject to criminal charges under the CSA, and if convicted could face a variety of penalties including, but not limited to, disgorgement of profits, cessation of business activities or divestiture. Any of these penalties could have a material adverse effect on our reputation and ability to conduct our business, our holding (directly or indirectly) of medical and adult-use cannabis licenses in the U.S., our financial position, operating results, profitability orprofitability, liquidity or the market price of our publicly-traded shares. In addition, it is difficult for us to estimate the time or resources that would be needed for the investigation, settlementsettlement, or trial of any such proceedings or charges, and such time or resources could be substantial.

Under Internal Revenue Code Section 280E (“Section 280E”) “no deduction or credit shall be allowed for any amount paid or incurred during the taxable year in carrying on any trade or business if such trade or business (or the activities which comprise such trade or business) consists of trafficking in controlled substances (within the meaning of schedule I and II of the CSA) which is prohibited by Federal law or the law of any State in which such trade or business is conducted.” This provision has been applied by the U.S. Internal Revenue Service (the “IRS”) to cannabis operations, and the IRS has taken the position that Section 280E prohibits companies engaged in such operations from deducting expenses directly associated with the sale of cannabis. As a result of Section 280E, an otherwise profitable business may, in fact, operate at a loss, after taking into account its U.S. income tax expenses. Consequently, Section 280E and related IRS enforcement activity may have a significant impact on the operations of cannabis companies, including our Company. The Rescheduling Rule removes the disallowance of deductions and credits attributable to state-licensed medical cannabis salesactivities from the application of Section 280E on a prospective basis, starting withon calendaror yearafter 2026the effective date of April 28, 2026, for companies that register with the DEA, and therefore may provide tax relief to the Company with respect to its state-licensed medical cannabis operations to the extent Section 280E applies to the Company’s operations. The Rescheduling Rule also encouraged the IRS to make tax relief from Section 280E retroactive, but there is no guarantee the IRS will follow such guidance. The difference in tax treatment between our medical and non-medical cannabis products and operations may increase our accounting and compliance costs.

This Management’s Discussion and Analysis (“MD&A”) covers the consolidated financial statements of Jushi Holdings Inc. and its controlled subsidiaries as of and for the three and six months ended MarchJune 31,30, 2026 (the “Financial Statements”). Unless the context indicates or requires otherwise, the terms “Jushi”, “the Company”, “we”, “us” and “our” refersrefer to Jushi Holdings Inc. and its controlled entities. This MD&A should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto for the three and six months ended MarchJune 31,30, 2026 (the “Quarterly Financial Statements”). The Quarterly Financial Statements have been prepared by management and are in accordance with generally accepted accounting principles in the United States (“GAAP”) and should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2025, which are included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission (“SEC”) on March 31, 2026 (the “2025 Form 10-K”) and also filed on the System for Electronic Document Analysis and Retrieval (“SEDAR”) on March 31, 2026. All amounts are expressed in U.S. dollars unless otherwise noted.

The cannabis industry is subject to significant competition and pricing pressures, which isare often market specific and can be caused by an oversupply of cannabis in the market, and may be transitory from period to period. We may experience significant competitive pricing pressures as well as competitive products and service providers in the markets in which we operate. Several significant competitors may offer products and/or services with prices that may match or are lower than ours. We believe that the products and services we offer are generally competitive with those offered by other cannabis companies. It is possible that one or more of our competitors could develop a significant research advantage over us that allows them to provide superior products or pricing, which could put us at a competitive disadvantage. Continued pricing pressure due to competition, increased cannabis supply or shifts in customer preferences could adversely impact our customer base or pricing structure, resulting in a material impact on our results of operations, or asset impairments in future periods.

On AprilJune 24, 2026, we announcedheld our intentionannual togeneral seekand shareholderspecial approvalmeeting of the shareholders during which the shareholders voted in favor of a proposed arrangement (the "Arrangement") which involves, among other things, the continuance of the Company out from the province of British Columbia, Canada and the concurrent domestication of the Company in the State of Nevada in the United StatesStates. (the "Continuance"). To become effective, the Arrangement must be approved by 66 2/3% of the votes cast by shareholders at our annual general and special meeting of the shareholders. If approved by the shareholders, theThe Arrangement, includingif the Continuance,effectuated, is not expected to cause any material change into the Company'sour business or operations.

Three Months Ended MarchJune 31,30, 2026 Compared with the Three Months Ended MarchJune 31,30, 2025 (Amounts expressed in thousands of U.S. dollars, unless otherwise stated)

Retail revenue increased $1,030.by $2,427. While the overall units sold in our retail channel increased by approximately 6%,11%, the average price per unit declined. TheIn addition to the opening of the new store in New Jersey, the increase in retail revenue was primarily due to:

•An increase in sales in Ohio of $4,432$4,632 due to the opening of fourthree new dispensaries since the end of the first quarter of 2025; and

•An increase in sales in Virginia of $691$563, driven primarily by an approximately 8% increase in units sold.sold of approximately 10%. All dispensary locations in Virginia reflectedreported revenue growth.

•A decline in sales in Illinois of $1,503$1,050 - the number of units sold decreasedremained byrelatively approximatelyflat, 3% andbut the average price per unit declined as we increased our use of promotions due to continued competition;

•A decline in sales in Pennsylvania of $1,445$879 - the number of units sold decreasedremained byrelatively approximatelyflat, 6% andbut the average price per unit declined due to increased competition and price compression;

•A decline in sales in Massachusetts of $904$862 - while the number of units sold decreasedincreased by approximately 9% and3%, the average price per unit declined due to continued competition; and

•A decline in sales in Nevada of $443$243 - while the number of units sold decreasedremained byrelatively approximately 2%, primarily due to the closure of one dispensary in May 2025, andflat, the average price per unit declined as a result of price compression.

Jushi brandedJushi-branded product sales as a percentage of retail revenue were 58%57% across the Company’s five vertical marketsmarkets, compared to 56% in the prior year. We ended the quarter with forty-two dispensaries in eight states, as compared to forty in seven states on MarchJune 31,30, 2025.

Gross profit was $29,877$31,530 compared to $25,775,$28,924, an increase of $4,102$2,606, or 16%.9%. Gross profit margin increasedwas to44% 45%for comparedboth tothe 40%.current The increases in gross profitquarter and grossthe profitprior-year marginquarter. wereHigher production volumes and realization of operational efficiencies have driven bydown highercosts productionon volumes,our Jushi branded products, improving margins at both our retail dispensaries and improvedwholesale productbusiness. quality at our grower-processor facilities, particularly in Ohio, Massachusetts, and Pennsylvania. Higher gross profit also reflected theThe benefit of newlower dispensarycosts openings since Q1 2025 in Ohio. These benefits werewas partially offset by continued pricing pressure and increased promotional activity across our retail footprint. Higher gross profit also reflected the benefit of new dispensary openings since the end of the first quarter of 2025 in Ohio.

Interest expense, net was $10,388$9,886 compared to $10,000,$10,219, ana increasedecrease of $388,$333, or 4%.3%.

Fair value gain on derivatives was $2,312$333 compared to $637.a loss of $187. Fair value gain (loss) on derivatives includes the fair value changes relating to the derivative warrants. The derivative warrants are required to be remeasured at fair value at each reporting period. The fair value changes in derivatives were primarily attributable to the movement in our stock price during the corresponding period.

Other, net was an expenseincome of $4,637,$534, compared to income of $3,197,$4,401, a changedecrease of $7,834.$3,867. The currentprior-year quarter is primarily comprised of $4,977 in loss on debt extinguishment/modification. The prior quarter is primarily comprised of $2,850$3,981 in employee retention credit claims, including interest, received from the IRS.IRS, and $914 gain on the sale of a non-core asset.