AYR Wellness Announces Closing of Florida, New Jersey and Nevada Operations Transfer to Arboretum

Executive Summary

• AYR Wellness Inc. has closed the transfer of its Florida, New Jersey, and Nevada operations into wholly-owned subsidiaries of Arboretum Bidco LLC.
• The transaction represents a material step in the company's previously announced restructuring and liquidation proceedings under the Companies’ Creditors Arrangement Act (CCAA) in the Supreme Court of British Columbia.
• Arboretum, established by the company’s senior secured noteholders as the designated purchaser, will operate under the trade name “Ayr Wellness,” with all required state regulatory approvals secured prior to closing.

Key Details

• Transaction Structure: Transfer of Florida, New Jersey, and Nevada operations into new wholly-owned subsidiaries: Arboretum Florida LLC, Arboretum New Jersey LLC, and Arboretum Nevada LLC (and related entities).
• Purchaser/Counterparty: Arboretum Bidco LLC, established by senior secured noteholders as the designated purchaser under the Master Purchase Agreement dated November 14, 2025.
• Regulatory Status: All requisite state regulatory approvals for the transfer of the Florida, New Jersey, and Nevada operations were obtained prior to the closings.
• CCAA Proceedings: The transfer is part of the ongoing liquidation and wind-down of AYR Wellness under the Companies’ Creditors Arrangement Act in the Supreme Court of British Columbia.
• Forward-Looking Elements: The release notes expected transfers of remaining assets into Arboretum, anticipated impacts on leverage and financial performance, and expected timing for regulatory approvals for remaining state-level operations.