Ayr Wellness to Seek Creditor Protection Under CCAA

AYR Wellness Initiates CCAA Proceedings to Facilitate Court Supervised Corporate Restructuring and Wind Down of Parent Entity

Canada Based Court Supervision to Oversee Transition of Core Subsidiary Assets to New Acquisition Vehicle Owned by Senior Noteholders

MIAMI, Nov. 17, 2025 – AYR Wellness Inc., a leading vertically integrated U.S. multistate cannabis operator, announced today that it has initiated proceedings under the Companies’ Creditors Arrangement Act (CCAA) in the Supreme Court of British Columbia. The move is part of the company’s ongoing restructuring process, as previously outlined in the Restructuring Support Agreement (RSA) dated July 30, 2025.

Under the terms of the RSA, core assets of AYR’s subsidiaries will be transitioned to a newly formed acquisition vehicle, or NewCo, which will be owned by certain of AYR’s senior noteholders. The CCAA proceedings are intended to facilitate an orderly, court-supervised wind-down of AYR’s existing corporate parent entity and to support the transactions contemplated by the RSA.

Licensed Insolvency Trustee to Serve as Monitor During Restructuring to Ensure Stability of Operations

As part of the initial relief sought under the CCAA, AYR expects to request the appointment of a licensed insolvency trustee to act as monitor. The monitor will oversee the restructuring process and ensure the company’s operations remain stable while the court supervises the wind-down of the corporate parent entity.

The board of directors has also appointed Blake Holzgrafe as interim CEO of AYR’s corporate parent to manage the wind-down process. Holzgrafe will serve at the pleasure of the board. Meanwhile, Scott Davido will continue as an authorized officer of AYR’s operating subsidiaries and is expected to become the interim CEO of NewCo once the transition of assets is complete.

Master Purchase Agreement Executed to Transfer Subsidiary Assets Across Seven States to NewCo

AYR further announced the execution of the previously disclosed Master Purchase Agreement, pursuant to which the collateral assets and equity interests of specified subsidiaries in Florida, New Jersey, Nevada, Ohio, Massachusetts, Pennsylvania, and Virginia will be transferred to NewCo. These transfers remain subject to regulatory approvals and customary closing conditions, ensuring compliance with state-specific cannabis regulations.

The restructuring and CCAA proceedings represent a critical step in ensuring continuity of operations across AYR’s U.S. subsidiaries while providing a framework for addressing creditor obligations and enabling senior noteholders to take ownership of key assets through NewCo.

Strategic Restructuring Provides Path Forward Amid Market Challenges

The decision to pursue court-supervised CCAA proceedings comes amid broader challenges in the U.S. cannabis sector, including market oversaturation, regulatory complexity, and debt pressures faced by multistate operators. By implementing the RSA and associated asset transfers, AYR seeks to preserve value for stakeholders, protect operational subsidiaries, and maintain regulatory compliance across multiple states.