EDMONTON, Alberta, Oct. 15, 2026 (GLOBE NEWSWIRE) -- SNDL Inc. ("SNDL" or the "Company") today announced the results of its 2026 Annual and Special Meeting of Shareholders (the "Meeting"), provided select preliminary third quarter 2026 financial results and outlined its capital allocation and strategic priorities.
2026 Annual and Special Meeting Results
Shareholders elected all five director nominees standing for election at the Meeting and approved the appointment of the Company's auditor. The resolution fixing the number of directors at five received 89.8% of the votes cast in favour, and the appointment of the auditor received 86.2% support. Each director nominee was elected with a majority of votes cast in favour.
The special resolution authorizing a potential consolidation of SNDL's common shares received 54.1% of the votes cast in favour and therefore did not receive the required two-thirds approval. Accordingly, the Company will not proceed with the proposed share consolidation under the authority sought at the Meeting. Detailed voting results will be filed on SEDAR+ and furnished with the Company's applicable filings in the United States.
Preliminary Third Quarter Results
Preliminary Q3 2026 Metric Expected Result ---------------------------- ---------------------------- Free Cash Flow(1) Approximately C$20 million ---------------------------- ----------------------------
(1) Free cash flow is a specified financial measures that does not have standardized meanings prescribed by IFRS and therefore may not be comparable to similar measures reported by other companies. See "Non-IFRS Financial Measures" section below for further information.
A result of free cash flow of approximately C$20 million would represent the highest quarterly free cash flow result in SNDL's history. Free cash flow benefited from approximately C$10.6 million associated with the initial unwinding of the Company's captive insurance arrangement, net of related premium payments, as well as working capital initiatives and cash generation across the business.
The preliminary financial information contained in this release is unaudited and remains subject to completion of SNDL's quarter-end closing and review procedures. The Company expects to report its complete third quarter 2026 financial results in accordance with its previously announced reporting schedule.
Continued Return of Capital to Shareholders
SNDL remains focused on disciplined capital allocation, maintaining balance sheet strength and increasing long-term value of its shares.
During the third quarter of 2026, SNDL repurchased approximately 5.4 million common shares under its existing share repurchase program. This brings SNDL's repurchases over the 12 months ended September 30, 2026 to approximately 21.8 million common shares for approximately C$43.4 million, representing a significant return of capital to shareholders while meaningfully reducing the Company's outstanding share count.
Additionally, the Company's Board of Directors (the "Board") has directed management to pursue a possible substantial issuer bid ("SIB") for an aggregate purchase price not exceeding C$50 million and a price per share not greater than C$1.92 (US$1.35), representing a 17.4% premium to the closing price of the Company's shares on Nasdaq on October 14, 2026. Any formal launch of the SIB is subject to applicable exchange and cross-border regulatory approvals and would occur after the Company reports third quarter earnings. The Company had 243,761,544 common shares issued and outstanding as of close of business on October 14, 2026.
The Company also intends to renew its share repurchase program, which is by way of normal course issuer bid (the "Repurchase Program"), following its expiry on November 20, 2026, subject to Board and applicable exchange and regulatory approvals. The renewed Repurchase Program is expected to provide SNDL with continued flexibility to repurchase shares at such times when the Company believes that using capital for this purpose is in the best interests of the Company. If SNDL pursues a SIB, it will not operate concurrently with the Repurchase Program in accordance with applicable laws.
"For the third quarter, we expect to report the highest quarterly free cash flow in SNDL's history," said Zach George, Chief Executive Officer of SNDL. "We remain focused on capturing the many opportunities available to further optimize our operating footprint, enhance performance and create a scalable platform for profitable growth."
"We respect the outcome of the vote and have listened carefully to our shareholders. Shareholder feedback emphasized a desire for an accelerated return of capital, with only a simple majority supporting a share consolidation at this time. Our capital allocation priorities remain clear: maintain balance sheet strength, invest selectively in opportunities that support long-term growth and return capital where we believe it will create the greatest long-term value for shareholders. Over the past 12 months, we have returned more than C$43 million to shareholders through share repurchases, and the Company intends to explore additional, accelerated mechanisms to return capital to shareholders while reducing our outstanding share count."
Strategic Update
SNDL continues to simplify its business, improve operating performance and position the Company for profitable growth.
-- U.S. Medical Cannabis: SNDL has increased its indirect interest in
Surterra Holdings, Inc. and certain of its affiliates (collectively,
"Parallel"), a U.S. vertically integrated cannabis operator, from
approximately 67% to approximately 92% following a recently completed
rights offering initiated by Parallel. The increased ownership
strengthens SNDL's economic exposure to Parallel, provides Parallel with
necessary liquidity to execute on its near-term objectives, and enhances
SNDL's strategic optionality as it evaluates opportunities to advance its
U.S. medical cannabis strategy, including potential future pathways
toward integration of Parallel's medical cannabis operations, subject to
applicable legal, regulatory, accounting and Nasdaq requirements. In
Florida, SunStream is funding the acquisition and buildout of a wholly
owned cultivation and processing facility in Gainesville. The facility is
intended to support cultivation, processing and manufacturing,
finished-goods production and supply to Parallel's Florida retail
network.
-- Cannabis Operations: SNDL is taking decisive action to improve the
profitability and focus of its Canadian Cannabis Operations, including a
disciplined exit from the unprofitable domestic dried flower category and
a greater focus on higher-value products and opportunities. Near-term
results may be impacted by one-time, primarily non-cash items associated
with refocusing the portfolio, optimizing the operating footprint and
addressing challenges experienced during the first half of the year.
-- Ontario Regulatory Matters: SNDL has reached an agreement in principle
with the Alcohol and Gaming Commission of Ontario to resolve outstanding
regulatory matters, subject to the completion of definitive documentation
to evidence same and the payment of a $200K fine. The contemplated
resolution is expected to provide a path toward normalized operations and
renewed growth, supported by a transition to third-party financing and a
modified franchise structure. The contemplated structure would result in
the deconsolidation of associated retail revenue while preserving SNDL's
net economics.
ABOUT SNDL INC.
SNDL Inc. (NASDAQ: SNDL, CSE: SNDL), through its wholly owned subsidiaries, is one of the largest vertically integrated cannabis companies and the largest private-sector liquor and cannabis retailer in Canada, with retail banners that include Ace Liquor, Wine and Beyond, Liquor Depot, Value Buds, Spiritleaf and Cost Cannabis. With products available in licensed cannabis retail locations nationally, SNDL's consumer-facing cannabis brands include Top Leaf, Contraband, Palmetto, Bon Jak, La Plogue, Versus, Value Buds, Grasslands, Vacay, Pearls by Grön, No Future and Bhang Chocolate. SNDL's investment portfolio seeks to deploy strategic capital through direct and indirect investments and partnerships throughout the North American cannabis industry. For more information, please visit www.sndl.com
For more information:
Tomas Bottger
SVP, Corporate FP&A and Treasurer
SNDL Inc.
O: 1.587.327.2017
E: investors@sndl.com
Non-IFRS Financial Measures
Free cash flow is a non-IFRS financial measure which the Company uses to evaluate its financial performance, providing information which management believes to be useful in understanding and evaluating the Company's ability to generate positive cash flows as it removes cash used for non-operational items. The Company defines free cash flow as the total change in cash and cash equivalents less cash used for common share repurchases, dividends (if any), changes to debt instruments, changes to long-term investments, net cash used for acquisitions plus cash provided by dispositions (if any).
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