#1ASCEND Ascend Wellness Holdings Investor Presentation CSE: AAWH-U.CN; OTCQX: AAWH#2CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS This presentation includes forward-looking information and statements (together, "forward-looking statements"), which may include, but are not limited to, the plans, intentions, expectations, estimates, and beliefs of Ascend Wellness Holdings, Inc. ("AWH", "Ascend" or the "Company"). Words such as "expects", "continue", "will", "anticipates" and "intends" or similar expressions are intended to identify forward-looking statements. Without limiting the generality of the preceding statement, all statements in this presentation relating to estimated and projected revenue, expectations regarding production capacity, anticipated capital expenditures, expansion, profit, product demand, margins, costs, cash flows, sources of capital, growth rates, potential acquisitions, closing dates for transactions, regulatory approvals, future facility openings, and future financial and operating results are forward-looking statements. We caution investors that any such forward-looking statements are based on the Company's current projections, run rates, or expectations about future events and financial trends, the receipt of all required regulatory approvals, and on certain assumptions and analysis made by the Company in light of the experience of the Company and perception of historical trends, current conditions and expected future developments and other factors management believes are appropriate. Forward-looking statements involve and are subject to assumptions and known and unknown risks, uncertainties, and other factors which may cause actual events, results, performance, or achievements of the Company to be materially different from future events, results, performance, and achievements expressed or implied by forward-looking statements herein. Such factors include, among other, the risks and uncertainties identified in the Company's Annual Report on Form 10-K for the year ended December 31, 2023, and in the Company's other reports and filings with the applicable Canadian securities administrators on its profile on SEDAR+ at https://www.sedarplus.ca/ and the United States Securities and Exchange Commission ("SEC") on its profile on EDGAR at www.sec.gov. Although the Company believes that any forward-looking statements herein are reasonable, in light of the use of assumptions and the significant risks and uncertainties inherent in such statements, there can be no assurance that any such forward-looking statements will prove to be accurate, and accordingly readers are advised to rely on their own evaluation of such risks and uncertainties and should not place undue reliance upon such forward-looking statements. Any forward-looking statements herein are made as of the date hereof, and except as required by applicable laws, the Company assumes no obligation and disclaims any intention to update or revise any forward-looking statements herein or to update the reasons that actual events or results could or do differ from those projected in any forward looking statements herein, whether as a result of new information, future events or results, or otherwise, except as required by applicable laws. No securities regulator nor the Canadian Securities Exchange has reviewed, approved or disapproved the content of this presentation. To the extent any forward-looking statement in this presentation constitutes "future-oriented financial information" or "financial outlooks" within the meaning of applicable securities laws, such information is being provided for the purpose of providing information about management's current expectations and goals relating to the future of the Company and the reader is cautioned that this information may not be appropriate for any other purpose and the reader should not place undue reliance on such future-oriented financial information and financial outlooks. Future-oriented financial information and financial outlooks, as with forward-looking statements, generally are, without limitation, based on the assumptions and subject to the risks set out above, among others. The Company's actual financial position and results of operations may differ materially from management's current expectations and, as a result, the Company's financial position may differ materially from what is provided in this presentation. Such information is presented for illustrative purposes only and may not be an indication of the Company's actual financial position or results of operations. Any financial outlook or future-oriented financial information, has been approved by management of the Company as of the date hereof and the Company disclaims any obligation to update such outlooks or information, execpt as required by applicable securities laws. Certain information in this presentation, including industry information and estimates, is obtained from third-party sources, including public sources, and there can be no assurance as to the accuracy or completeness of such information. Although believed to be reliable, management of the Company has not independently verified any of the data from third party sources unless otherwise stated. AWH ASCEND#3ASCEND INVESTMENT THESIS ENTERING PERIOD OF SIGNIFICANT CASH FLOW GENERATION AWH FOCUS ON ACHIEVING SCALE IN SELECT LIMITED LICENSE MARKETS AND FURTHER DENSIFYING EXISTING MARKETS KEY FLAGSHIP LOCATIONS IN MARKETS WITH HIGH BARRIERS TO ENTRY PROVEN BY HIGHEST REVENUE PER DISPENSARY IN THE INDUSTRY DISCIPLINED CAPITAL ALLOCATION; SUCCESSFUL EXECUTION OF ACCRETIVE M&A STRENGTHENED MANAGEMENT WITH PROVEN TRACK RECORD OF OPERATIONAL EXCELLENCE ABILITY TO LEVERAGE CORE INFRASTRUCTURE AS MORE ASSETS AND ADULT-USE MARKETS ARE "TURNED ON" 3#4AWH OVERVIEW Vertically integrated operator with assets in Illinois, Michigan, Ohio, Massachusetts, New Jersey, Pennsylvania, and Maryland. Owns and operates state-of-the-art cultivation facilities; grows award-winning strains and produces a curated selection of products. Founded 2018 Revenue ($M) 576 519 600 Headquarters New York 406 400 332 Employees ~2,300 200 144 States of Operation IL, MD, MA, MI, OH NJ, PA Dispensaries / Cultivation 36 operating(¹) / 7 operating 0 (5) 2020 2021 2022 2023 2024E EV(2) $452M Market Cap(2) $216M EV / 0.9x 2023 Revenue EV / 4.2x 2023 Adj. EBITDA Total Debt, net (4) / $309M/$236M Net Debt(4) Adj. EBITDA ($M) 150 122 107 93 100 79 50 31 0 2020 2021 2022 2023 (5) 2024E (1) Includes store stat opened subsequent to quarter end. (2) (3) (4) งค Includes 206.8M Class A Common Shares, 65k Class B shares, 16.0M of unvested Restricted Stock Units and/or Restricted Stock Awards. There are also 4.6M warrants outstanding, none of which were in the money at quarter-end; 1.3M have an exercise price of $4.00/sh; 3.1M have an exercise price of $3.10/sh; and 0.2M have an exercise price of $2.64/sh. There are also 507k options exercisable, none of which were in the money at quarter-end. Dilution was calculated using the treasury stock method and a 12/31/23 share price of US$0.97 on the CSE. Please see appendix of this presentation for reconciliation of "non-GAAP" to "GAAP" measures. We have not presented a quantitative reconciliation of the forward-looking non-GAAP financial measure "Adjusted EBITDA" to its most directly comparable GAAP financial measure because it is impracticable to forecast certain items without unreasonable efforts due to the uncertainty and inherent difficulty of predicting the occurrence and financial impact of the periods in which such financial impact might be recognized. Total Debt, net is equal to Total Debt less unamortized deferred financing costs. Net Debt is equal to Total Debt, net less Cash & Equivalents. (5) Based on consensus estimates as of 2/16/24. See discussion of forward-looking statements on slide 2.#5POSITIVE MOMENTUM ACROSS MARKET AND AWH1 Federal reform on the horizon • Hopeful for rescheduling ahead of general election • Historic mention of cannabis at State of the Union address . • Continue to pursue DOJ lawsuit Adult-use approaching in Ohio . • Expect adult-use by Q3 • Anticipate ability to add additional owned dispensaries Progress made in Pennsylvania regulatory environment . • Pleased to see Governor call on state legislators to pass an adult-use bill AWH (1) See discussion of forward-looking statements on slide 2. ASCEND ASCEND SIMPLY HERB VAPORIZO EDIBLES CONCENTRATE#6EXPANDING FOOTPRINT 7 States 36 operating dispensaries ILLINOIS 10 retail 1 partner retail planned¹ 1 cultivation processing MASSACHUSETTS 3 retail 2 cultivation / processing4 NEW JERSEY 3 retail 1 partner retail planned¹ 1 cultivation processing OHIO 5 medical retail² 1 cultivation processing MICHIGAN 8 retail 1 cultivation processing PENNSYLVANIA 3 retail 3 planned medical retail licenses³ 1 cultivation processing MARYLAND 4 retail ILLINOIS MICHIGAN OHIO MASSACHUSETTS NEW JERSEY AWH PENNSYLVANIA MARYLAND Current Operations 2020 YE 12 Dispensaries 74,000 ft² Canopy 2021 YE 20 Dispensaries 175,000 ft² Canopy (1) Includes partnership transactions in Illinois and New Jersey, which are not yet closed and subject to regulatory approval. (2) Includes pending acquisition of Ohio Patient Access LLC. (3) License is owned by AWH, but the site is not yet operational and/or under construction. Includes 3 Pennsylvania dispensaries. CURRENT 36 Operating Dispensaries (2) 3 Additional Dispensary Licenses (3) 245,000 ft² Canopy (4) Includes the expected build out of the second cultivation facility in Massachusetts. Company is under definitive agreement to acquire this facility. Note: Timeline illustrative; does not necessarily reflect scale. Canopy includes total canopy (vegetation, flower, and propagation). PIPELINE 39 Operating Dispensaries (2,3) + 2 Partner Dispensaries (1)#7STRENGTHENING IN-HOUSE PRODUCT BENCH Completing the good-better-best spectrum; continue to complement with partner brands Common GO OD S #1 in MA¹ I SIMPLY HERB #3 in IL¹ #3 in NJ1 OZONE TUNNEL VISION OZONE RESERVE яр ROYALE curated fire phenos AWH Grab n' Go, Ready to Rip The easy way up The smoke you smoke when you wanna great smoke Putting you in the zone to get sh*t Done Only the finest cannabis products Curated fire phenos IL, MA, NJ, OH, PA IL, MA, MI, NJ, OH, IL, MA, MI, NJ, OH, PA PA IL, MA IL, MI, NJ, PA IL, MA $$$$$ $$$$$ $$$$$ $$$$ $$$$$ $$$$$ Flower, Pre-rolls Flower, Pre-rolls, Vapes Flower, Pre-rolls, Concentrates, Vapes and Gummies THC-V products Premium flower, Pre- rolls, Concentrates, Vapes Super-premium flower, Pre-rolls GOOD BETTER BEST (1) According to BDSA#8ASCEND FLAGSHIP LOCATIONS From strategically located in the retail corridor near St. Louis to minutes from the George Washington Bridge, NJ Turnpike, and NJ Rt. 46 ASCEN BOSTON Boston Garden Prioritize high-traffic locations Significant parking Optimized retail footprint ASCEND DISPENSARY AWH OHIO Cincinnati ASCEND DISPENSARY ASCEND CHICAGO River North ST. LOUIS AREA Collinsville NEW JERSEY Fort Lee +ASCEND NEW JERSEY ASCEND SE Rochelle Park 8#9POSITIVE MOMENTUM ACROSS MARKET AND AWH AWH Highlights First full-year generating positive Cash from Operations and positive Free Cash Flow Proactively addressing Term Loan Re-financing ✓ Aggressive strategy to grow and protect larger mature markets 2021 ADJ. EBITDA (1) Continue to diversify cash flow by acceleration of new or near adult- use states 2023 ADJ. EBITDA (1) ✓ Higher return, lower risk capital allocation strategy (1) Please see appendix of this presentation for a reconciliation of non-GAAP to GAAP measures. See discussion of forward-looking statements on slide 2. (2) Excludes $21M of Employee Retention Tax Credit inflows. See discussion of forward-looking statements on slide 2. Illinois Other Illinois AWH 9#10YEAR OF NOTABLE GROWTH ACROSS KEY METRICS 2022 YE 3/12/24 35(3) Open Dispensaries 24 % Retail Revenue from AWH Manufactured Products 44% 49% Lbs Sold Medical States 68,000 PA, OH 146,000 PA, OH(4) Recreational States NJ, MI, MA, IL MD, NJ, MI, MA, IL Cash from Operations Negative 4Q23: $16.7M Free Cash Flow Negative (1) Net revenue excludes revenue from intercompany sales. (2) Please see appendix of this presentation for reconciliation of "non-GAAP" to "GAAP" measures. 4Q23: $8.4M Net Revenue (1) US$ Millions $406 2022 Adj. EBITDA (2) US$ Millions +28% $519 2023 AWH +14% $107 $93 2022 (3) Includes Cincinnati, Ohio store which opened subsequent to year end. AWH is under definitive agreement to acquire 3 Ohio dispensaries and 2 Illinois dispensaries. Acquisitions are subject to regulatory approvals. (4) Ohio voters approved adult-use on the November 2023 ballot. The rules and regulations are being finalized. We expect adult-use sales will begin in Q3 2024. 2023 10#11RETAIL UPDATE Meaningful expansion achieved across the retail business 4 STORES OPENED SINCE THE END OF 3Q23 $11M AVERAGE ANNUALIZED REVENUE PER DISPENSARY ASCEND DISPENSARY Q4: Retail revenue down 4% Q/Q but up 15% Y/Y to $97M FY: Retail revenue up 21% Y/Y to $371M; 72% of total net revenue ASC ASCEND Cincinnati, OH Piqua, OH ASCEND ASCEND DISPENSAY OUTLET Sandusky, OH SCEND OUTLET DISPENSAR AWH ASCEND CANNABIS Northlake, IL 11#12WHOLESALE UPDATE Stand-out gross and third-party wholesale growth 2X 125% AWH GROSS WHOLESALE POUNDS SOLD Y/Y INCREASE IN 3rd PARTY WHOLESALE ORDERS Y/Y Q4: Gross wholesale revenue up 10% Q/Q and 51% Y/Y to $76M ■Net wholesale revenue up 7% Q/Q and 54% Y/Y to $43M I SIMPLY HERB #1 in MA1 FY: Gross wholesale revenue up 45% Y/Y to $264M ■Net wholesale revenue up 47% Y/Y to $147M; 28% of total OZONE #3 in IL1 #3 in NJ1 (1) According to BDSA 12#13Q4 FINANCIAL HIGHLIGHTS Y/Y: Q4'22 VS. Q4'23 Net Revenue¹ US$ Millions $112.1 +25% $140.2 Q4'22 Q/Q: Q3'23 VS. Q4'23. Net Revenue¹ US$ Millions Q4'23 -0.8% $141.3 $140.2 Q3 '23 Q4'23 Adj. EBITDA / Margin² US$ Millions 23.1% 25.1% +15% $32.4 $28.2 Margin: -207 bps Q4'22 Q4'23 Adj. EBITDA / Margin² US$ Millions 20.9% (1) Net revenue excludes revenue from intercompany sales. (2) Please see appendix of this presentation for reconciliation of "non-GAAP" to "GAAP" measures. AWH Y/Y Revenue growth driven by opening of 6 new stores; acquisition of 4 MD stores; increases in third party wholesale sales in NJ, MA, and IL and increase in intercompany sales in MA; partially offset by decline in retail sales in Illinois. Adj. EBITDA dollars down driven by Franklin production relative to last year, declines in Illinois retail, and pricing trends across the retail footprint. 23.1% Q4'23 Q/Q Revenue declines driven by Illinois retail, which was partially offset by new stores and gross wholesale growth in NJ, MA and MI. Adj. EBITDA margin up driven by sequential margin improvements at Athol and Franklin, partially offset by margin declines in Illinois. $29.5 +10% Margin: +218 bps $32.4 Q3 '23#14Q4 2023 BALANCE SHEET AND CASH FLOW Q4 Cash & Equivalents ($ in millions) AWH 12/31/23 100 (in millions) Cash & Shares Equivalents Fully Diluted Outstanding Basic & $72.5 2862 80 0.1 72.5 63.9 60 -8.2 16.7 40 20 222.9 0 9/30/23 Diluted (1) Cash inflow / (use) from Operations Cash inflow / (use) from Investing Cash inflow / (use) from Financing 12/31/23 Total Debt, net (2) $308.7 Q4: Net Debt (3) $236.2 Enterprise FY: Value (4) $452.4 (1) Includes 206.8M Class A Common Shares, 65k Class B shares, 16.0M of unvested Restricted Stock Units and/or Restricted Stock Awards. There are also 4.6M warrants outstanding, none of which were in the money at quarter-end; 1.3M have an exercise price of $4.00/sh; 3.1M have an exercise price of $3.10/sh; and 0.2M have an exercise price of $2.64/sh. There are also 507k options exercisable, none of which were in the money at quarter-end. Dilution was calculated using the treasury stock method and a 12/31/23 share price of US$0.97 on the CSE. (2) (3) (4) Total Debt, net is equal to Total debt less unamortized deferred financing costs. Net debt is equal to Total Debt net less Cash & Equivalents. Market cap equals $216.2M or 222.9 million FDSO times 12/31/23 share price of US$0.97 on the CSE. Enterprise value is calculated by adding net debt of $236.2M to this market value. Note: waterfall may not foot due to rounding. $16.7M net Cash from Operations (CFFO) generated $8.4M Free Cash Flow (FCF) generated, inclusive of $8.2M in net CapEx used to support dispensary builds and cultivation improvements $55M net Cash from Operations (CFFO) generated* $30M FCF generated*, inclusive of $24M in net CapEx $60M Cash used for Financing inclusive of net CapEx and acquisition related payments such as MD and PA ■ $17M Cash used for Investing, inclusive of ERTC repayment to lender *Exclusive of $21M Employee Retention Tax Credit inflows#15UPSIDE IN TODAY'S PORTFOLIO1 Significant upside from assets "turning on" and Markets flipping to adult-use Cincinnati, OH Dispensary Monaca, PA Dispensary Cranberry, PA Dispensary NJ Partner Dispensary 6th PA Dispensary location TBD Whitehall, PA Dispensary IL Partner Dispensary Wharton, NJ Dispensary Re-Location 1Q24 (1) See discussion of forward-looking statements on slide 2. 2Q24 OH Adult-Use Commence2 3Q24 4Q24 (2) OH has legalized adult-use. The state is still in process of creating the rules & regulations. It is commonly believed that adult-use sales will commence in OH by Q3. (3) PA has not yet legalized adult-use. The Company anticipates adult-use to commence in 2025. PA Adult-Use Commence3 2025 AWH 15#16AWH APPENDIX 16#17USE OF NON-GAAP FINANCIAL METRICS AND ADDITIONAL INFORMATION USE OF NON-GAAP FINANCIAL METRICS AND ADDITIONAL INFORMATION Financial results are reported in accordance with U.S. generally accepted accounting principles ("GAAP") and all currency is in U.S. dollars. This presentation includes certain non-GAAP financial measures, as defined by the SEC, including Adjusted Gross Profit, Adjusted Gross Margin, Adjusted EBITDA, and Adjusted EBITDA Margin. We present these non-GAAP financial measures because we believe they assist investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. Reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are included in this appendix. We have not presented a quantitative reconciliation of the forward-looking non-GAAP financial measures to their most directly comparable GAAP financial measures because it is impracticable to forecast certain items without unreasonable efforts due to the uncertainty and inherent difficulty of predicting the occurrence and financial impact of and the periods in which such items may be recognized. We define "Adjusted Gross Profit" as gross profit excluding non-cash inventory costs, which include depreciation and amortization included in cost of goods sold, equity-based compensation included in cost of goods sold, start-up costs included in cost of goods sold, and other non-cash inventory adjustments. We define "Adjusted Gross Margin" as Adjusted Gross Profit as a percentage of net revenue. We define "Adjusted EBITDA Margin" as Adjusted EBITDA as a percentage of net revenue. Management calculates Adjusted EBITDA as the reported net loss, adjusted to exclude: income tax expense, other (income) expense, interest expense, depreciation and amortization, depreciation and amortization included in cost of goods sold, non-cash inventory adjustments, equity-based compensation, equity- based compensation included in cost of goods sold, start-up costs, start-up costs included in cost of goods sold, transaction-related and other non-recurring expenses, litigation settlement, and gain or loss on sale of assets. Accordingly, management believes that Adjusted EBITDA provides meaningful and useful financial information, as this measure demonstrates the operating performance of the business. Investors should be cautioned that Adjusted Gross Profit, Adjusted Gross Margin, Adjusted EBITDA and Adjusted EBITDA Margin should not be construed as alternatives for, or superior to, earnings, cash flow from operating activities or other measures of financial results determined in accordance with GAAP and may not be comparable to similar non-GAAP measures presented by other companies. AWH 17#18GAAP RECONCILIATIONS Adjusted Gross Profit Gross Profit Gross Margin Depreciation and amortization included in cost of goods sold Equity-based compensation included in cost of goods sold Start-up costs included in cost of goods sold (1) Non-cash inventory adjustments (2) Adjusted Gross Profit Adjusted Gross Margin Q1 2022 Q2 2022 Q3 2022 Q4 2022 FY2022 Q1 2023 Q2 2023 Q3 2023 Q4 2023 FY 2023 $ 23,447 $ 32,968 $ 36,636 $ 41,512 $ 134,563 $ 35,704 $ 28,319 $ 43,556 $ 47,541 $ 155,120 27.6% 33.8% 32.9% 37.0% 33.1% 31.3% 23.0% 30.8% 33.9% 29.9% 2,943 3,953 4,722 3,742 15,360 6,327 8,503 7,435 7,184 29,449 3,995 3,167 2,629 1,836 11,627 50 1,931 2,476 2,054 6,511 3,923 4,248 2,610 2,263 13,044 1,570 1,570 2,204 112 4,049 4,113 10,478 3,942 6,172 2,938 3,298 16,350 $ 36,513 42.9% 44,448 $ 50,646 $ 53,466 $ 185,072 $ 47,593 $ 44,925 $ 56,405 $ 60,077 $ 209,000 45.6% 45.5% 47.7% 45.6% 41.7% 36.5% 39.9% 42.9% 40.3% Q1 2022 Q2 2022 Q3 2022 Q4 2022 FY2022 Q1 2023 Q2 2023 Q3 2023 Q4 2023 FY 2023 Adjusted EBITDA Net Income (Loss) Income tax expense Other, net Interest expense $ (27,815) $ (21,172) $ (16,862) $ (15,050) $ (80,899) $ (18,472) $ 841 $ (11,240) $ (19,343) $ (48,214) 7,107 11,472 11,178 11,936 41,693 10,017 4,737 6,726 11,974 33,454 (103) (151) (273) (229) (756) (265) (24,044) (902) (632) (25,843) 6,031 9,246 8,434 8,725 32,436 8,975 10,481 8,963 8,565 36,984 Depreciation and amortization 5,675 7,010 7,994 8,776 29,455 13,719 15,543 14,930 14,791 58,983 Non-cash inventory adjustments (2) 2,204 112 4,049 4,113 10,478 3,942 6,172 2,938 3,298 16,350 Equity-based compensation 6,499 7,055 6,382 3,059 22,995 3,005 4,129 5,610 5,600 18,344 Start-up costs (3) 4,760 5,364 6,563 6,669 23,356 2,527 278 504 579 3,888 Transaction-related and other non-recurring expenses (4) 6,194 2,027 601 297 9,119 302 2,971 1,996 7,519 12,788 (Gain)/loss on sale of assets 818 (72) (296) (105) 345 (442) 216 (226) Litigation settlement 5,000 5,000 AWH Adjusted EBITDA Adjusted EBITDA Margin $ 16,370 $ 20,891 $ 27,770 $ 28,191 $ 93,222 $ 23,308 $ 21,324 $ 29,525 $ 32,351 $ 106,508 19.2% 21.4% 25.0% 25.1% 23.0% 20.4% 17.3% 20.9% 23.1% (1) Incremental expenses associated with the expansion of activities at our cultivation facilities that are not yet operating at scale, including excess overhead expenses resulting in delays from regulatory approvals at certain cultivation facilities. (2) Consists of write-offs of expired products, obsolete packaging, and net realizable value adjustments related to certain inventory items. 20.5% (3) One-time costs associated with acquiring real estate, obtaining licenses and permits, and other costs incurred before commencement of operations at certain locations, as well as incremental expenses associated with the expansion of activities at our cultivation facilities that are not yet operating at scale, including excess overhead expenses resulting from delays in regulatory approvals at certain cultivation facilities. Also includes other one-time expenses related to certain reserves, as well as fair value adjustments related to earn-outs, as applicable. (4) Legal and professional fees associated with litigation matters, potential acquisitions, and other regulatory matters and other non-recurring expenses. 18#19ASCEND WELLNESS HOLDINGS https://awholdings.com/investors [email protected]