KICK-OFF CALL AGENDA AND SUMMARY

KICK-OFF CALL AGENDA AND SUMMARY
Cascade Retail Holdings Inc.
Universal Shelf Registration Statement on Form S-3
Calderwood & Harkness LLP — Capital Markets Group
Matter Number: 1038-00003 Billing Partner Code: JKW-2026-0406
CONFIDENTIAL — ATTORNEY WORK PRODUCT / ATTORNEY-CLIENT PRIVILEGED
This document and its contents are protected by the attorney-client privilege and the work product doctrine. This document has been prepared by Calderwood & Harkness LLP in connection with its representation of Cascade Retail Holdings Inc. in the matter referenced above. This document is not intended for distribution to any person or entity other than those individuals identified on the distribution list herein. Any unauthorized review, use, disclosure, or distribution of this document is strictly prohibited. If you have received this document in error, please notify the sender immediately and destroy all copies.
PART I: PRE-CALL AGENDA
Agenda — Kick-Off Call Cascade Retail Holdings Inc. Shelf Registration
Date of Call: Monday, April 14, 2026, 2:00 p.m. Pacific / 5:00 p.m. Eastern
Format: Video conference (dial-in credentials and screen-share details to be circulated separately by Calderwood & Harkness LLP)
Prepared by: Eric Johannsen, Lead Associate, Calderwood & Harkness LLP
Circulated: April 11, 2026
Distribution: All listed participants (see Section 1 below)
1. Participants
The following individuals are expected to participate in the kick-off call. Each participant is requested to confirm attendance by reply email to Eric Johannsen (ejohannsn@calderwoodharkness.com) no later than Friday, April 11, 2026.
1.1 Cascade Retail Holdings Inc. ("CRH" or the "Company")
•  Diane Kowalski — Executive Vice President, General Counsel & Corporate Secretary
•  Marcus Cheng — Senior Vice President, Chief Financial Officer
•  Anya Petrova — Vice President, Deputy General Counsel — Securities & Corporate Governance
•  Thomas Briggs — Vice President, Treasury & Capital Markets
1.2 Calderwood & Harkness LLP (Issuer's Counsel)
•  Robert Adeyemi — Responsible Partner, Capital Markets Group
•  Jennifer Kwon — Billing Partner, Capital Markets Group
•  Eric Johannsen — Lead Associate, Capital Markets Group
•  Claire Dempsey — Working Associate, Capital Markets Group
1.3 Redmond Zanthor & Co. LLC (Anticipated Lead Book-Running Manager)
•  Laura Whitfield — Managing Director, Equity Capital Markets
•  Derek Simmons — Director, Debt Capital Markets
1.4 Pinnacle Bancorp Securities LLC (Anticipated Co-Manager)
•  Nathan Reeves — Managing Director, Investment Banking
2. Agenda Items
2.1 Introductions and Overview of the Engagement
This item is intended to provide all working-group members with an opportunity to introduce themselves and their respective roles in the transaction. Calderwood & Harkness LLP has been engaged as issuer's counsel to Cascade Retail Holdings Inc. in connection with the preparation and filing of a new universal shelf registration statement on Form S-3 with the U.S. Securities and Exchange Commission (the "SEC"). The engagement letter between Calderwood & Harkness LLP and CRH was executed on April 9, 2026.
The scope of Calderwood & Harkness's engagement encompasses the preparation, filing, and ongoing maintenance of the registration statement, including the base prospectus, prospectus supplements for anticipated takedown offerings, ancillary documents (including board resolutions, legal opinions, secretary's certificates, and corporate authority documentation), and the coordination of the legal diligence process.
The purpose of this kick-off call is to align all working-group members on the transaction structure, proposed timeline, respective roles and responsibilities, key deliverables, and any open items requiring prompt resolution. The call will also serve as a forum for the underwriters and their anticipated counsel to raise any preliminary questions or concerns regarding the proposed shelf registration.
2.2 Shelf Registration Structure and Size
The primary topic for discussion is the proposed structure and aggregate offering amount of the new universal shelf registration statement. CRH proposes to register an aggregate offering amount of up to $3,000,000,000 in securities, representing an increase from the $2,500,000,000 aggregate offering amount registered under the Company's prior shelf registration statement.
The securities to be registered under the new shelf are expected to include the following:
(a) common stock, par value $0.01 per share;
(b) preferred stock, par value $0.01 per share, in one or more series;
(c) debt securities, which may be senior debt securities and/or subordinated debt securities;
(d) depositary shares, each representing a fractional interest in a share of preferred stock;
(e) warrants to purchase common stock, preferred stock, or debt securities;
(f) subscription rights to purchase common stock, preferred stock, or debt securities;
(g) purchase contracts obligating holders to purchase securities of the Company; and
(h) units consisting of any combination of the securities described in clauses (a) through (g) above.
The rationale for the proposed $3 billion aggregate offering amount is CRH's increased flexibility requirements for capital-raising activities given the Company's growth trajectory and current equity market capitalization of approximately $6.8 billion. The increased shelf size is intended to provide the Company with sufficient registered capacity to pursue multiple capital-raising transactions over the three-year shelf life without the need for an interim shelf replenishment filing.
Additionally, participants should be prepared to discuss whether the new shelf registration statement should include any selling stockholder provisions, or whether the shelf should be limited to primary offerings by the Company.
2.3 WKSI Status and Automatic Shelf Effectiveness
Calderwood & Harkness LLP has conducted a preliminary analysis and believes that CRH qualifies as a "Well-Known Seasoned Issuer" (or "WKSI") within the meaning of Rule 405 promulgated under the Securities Act of 1933, as amended (the "Securities Act"). The key data points supporting this preliminary determination are as follows:
•  Public Float Analysis: As of April 4, 2026, CRH's public float is estimated at approximately $5,901,238,246, calculated as 186,276,480 shares of common stock held by non-affiliates of the Company multiplied by the closing price per share of $31.68 on April 4, 2026. This figure substantially exceeds the $700 million public float threshold required for WKSI eligibility under Rule 405.
•  Insider/Affiliate Ownership: Approximately 13.2% of CRH's outstanding shares of common stock are held by officers, directors, and other affiliates of the Company, with the balance of 86.8% held by non-affiliate public stockholders.
•  Exchange Act Reporting History: CRH has been publicly traded on the Nasdaq Stock Market (ticker symbol: CRHI) since March 22, 2004, and has been subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since that date. All required Exchange Act reports (including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K) have been timely filed.
As a consequence of CRH's WKSI status, the registration statement will be filed as an "automatic shelf registration statement" pursuant to Rule 462(e) under the Securities Act and will become effective immediately upon filing with the SEC. No SEC review period is required, and the Company will have immediate access to the capital markets upon filing.
Participants should be prepared for a brief discussion of the WKSI eligibility conditions and the absence of any disqualifying events under Rule 405 (including any history of violations, pending proceedings, or other conditions that could adversely affect WKSI status).
2.4 Expiration of Prior Shelf and Transition
CRH currently maintains an effective shelf registration statement on Form S-3, the relevant details of which are as follows:
•  SEC File Number: 333-248710
•  Date Filed: June 12, 2023
•  Date Effective: June 28, 2023
•  Original Aggregate Offering Amount: $2,500,000,000
•  Three-Year Shelf Life Expiration: June 28, 2026
The Company has conducted the following takedown offerings under the prior shelf:
•  August 2023: Common equity offering — $800,000,000
•  November 2024: Senior notes offering — $475,000,000
•  Total Utilization to Date: $1,275,000,000
•  Remaining Capacity: $1,225,000,000
The prior shelf registration statement will expire on June 28, 2026 pursuant to Rule 415(a)(5) under the Securities Act. It is essential that CRH file the new shelf registration statement before this expiration date in order to ensure continuous market access and the ability to execute capital-raising transactions on an expedited basis. Calderwood & Harkness recommends a filing date well in advance of the expiration to provide a buffer for any unforeseen delays.
Additionally, participants should be prepared to discuss whether CRH may claim a filing fee offset under Rule 415(a)(6) of the Securities Act with respect to the $1,225,000,000 in unused shelf capacity under the prior registration statement, or whether new filing fees should be paid in full. Calderwood & Harkness will conduct a detailed analysis of the availability and advisability of a Rule 415(a)(6) fee offset following this call.
2.5 Target Filing Date and Overall Timeline
The working group proposes a target SEC filing date of May 26, 2026 for the new registration statement. The following key interim milestones have been identified and are presented for discussion and confirmation:
The estimated SEC filing fee for the new registration statement is $459,300.00, calculated as $3,000,000,000 multiplied by the current fiscal year 2026 SEC fee rate of $153.10 per $1,000,000 of securities registered. This fee amount will be confirmed at the time of filing, as the SEC fee rate is subject to adjustment. The filing fee will need to be remitted to the SEC by wire transfer or ACH payment concurrent with the filing.
2.6 Potential At-the-Market (ATM) Equity Program
CRH and Redmond Zanthor & Co. LLC are in preliminary discussions regarding the establishment of an at-the-market ("ATM") equity offering program under the new shelf registration statement. The proposed structure contemplates a sales agent agreement pursuant to which Redmond Zanthor would act as sole sales agent for ongoing sales of CRH common stock into the market at prevailing market prices on the Nasdaq Stock Market.
A prospectus supplement specific to the ATM program will be drafted concurrently with the base prospectus so that it is available for filing simultaneously with, or promptly following, the effectiveness of the registration statement. Participants should be prepared to discuss the following aspects of the proposed ATM program:
•  Proposed ATM program size (placeholder amount to be determined);
•  Selling parameters, including daily volume limitations and pricing floors;
•  Commission structure and agent compensation;
•  Coordination with CRH's existing share repurchase program;
•  Blackout period protocols and insider trading policy coordination; and
•  Regulatory and disclosure considerations, including Regulation M compliance.
Laura Whitfield of Redmond Zanthor will discuss the firm's proposed approach to the ATM program, including current market conditions for ATM offerings in the retail sector and indicative terms.
For reference, the following CRH share data is relevant to the ATM discussion:
•  Shares Outstanding (as of March 15, 2026): 214,600,000
•  Authorized Common Stock: 500,000,000 shares (par value $0.01 per share)
•  Authorized Preferred Stock: 25,000,000 shares (par value $0.01 per share; none currently issued or outstanding)
•  Current Quarterly Dividend: $0.22 per share ($0.88 annualized), representing an estimated annual payout of approximately $188,848,000 based on shares currently outstanding
2.7 Potential Debt Offering and Rating Agency Considerations
CRH is also considering a senior unsecured debt offering as one of the initial takedown transactions under the new shelf registration statement. In connection with this potential offering, participants should be prepared to discuss the following matters.
CRH's Existing Debt Profile:
Credit Ratings:
Derek Simmons of Redmond Zanthor will discuss current conditions in the debt capital markets and indicative terms for a potential CRH senior unsecured notes offering.
Additional topics for discussion in connection with the potential debt offering include:
•  Whether CRH should prepare a new base indenture with Meridian Trust Company, N.A. as trustee, or whether the Company can utilize a supplemental indenture to an existing indenture;
•  Meridian Trust Company, N.A. is expected to serve as trustee under any new indenture (William Ochoa, Vice President, Corporate Trust Services, as the key contact);
•  Whether ratings engagement letters with Clearfield Rating Services Inc. and Atlas Rating Group LLC will need to be updated or re-executed in connection with a new debt issuance; and
•  The timing and logistics of any rating agency presentations or update calls.
A prospectus supplement for debt securities will be drafted concurrently with the base prospectus and the ATM prospectus supplement.
2.8 Diligence Process and Document Requests
Calderwood & Harkness LLP will deliver a preliminary diligence request list to CRH (attention: Anya Petrova) by April 21, 2026. The diligence request list will cover the following key categories:
(a) Corporate Organization: Charter documents (certificate of incorporation and all amendments), bylaws (as currently in effect), good-standing certificates, and organizational documents for CRH and its material subsidiaries, including:
(i) Cascade Retail Operating Company LLC (a Delaware limited liability company);
(ii) Cascade Digital Commerce Inc. (a Delaware corporation);
(iii) CRH Distribution Services LLC (a Washington limited liability company); and
(iv) Cascade Retail Canada ULC (an unlimited liability company organized under the laws of British Columbia, Canada).
(b) Authorized Capital and Outstanding Securities: Current capitalization information, stock ledger, equity incentive plan documentation, and outstanding warrants, options, or convertible securities.
(c) Prior SEC Filings: All filings made with the SEC during the preceding three fiscal years, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements, Section 16 filings, and all prior registration statements and prospectus supplements.
(d) Material Contracts: All contracts required to be filed as exhibits to CRH's SEC reports, including the senior secured revolving credit facility agreement, indentures, material customer and vendor agreements, and executive employment agreements.
(e) Board and Committee Minutes: Minutes of meetings and written consents of the Board of Directors and all committees thereof (including the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee) for the preceding three fiscal years.
(f) Litigation and Regulatory Matters: Summary of all pending or threatened litigation, governmental investigations, regulatory proceedings, and consent orders involving CRH or its subsidiaries.
(g) Tax and Employee Benefits: Summary of material tax matters, tax opinions, employee benefit plans, and ERISA compliance documentation.
(h) Real Property: Summary of material owned and leased real property, including headquarters and distribution facilities.
(i) intellectual Property: Summary of material trademarks, patents, trade names, and domain names.
For purposes of the registration statement, the following key data points relating to CRH have been identified and will be incorporated into the drafting of the base prospectus:
•  State of Incorporation: Delaware
•  Date of Incorporation: September 14, 2001
•  Delaware File Number: 3487201
•  Employer Identification Number (EIN): 91-2074583
•  Registered Agent in Delaware: National Registered Agents of Delaware, Inc., 160 Greentree Drive, Suite 101, Dover, DE 19904
•  Principal Executive Offices: 4200 Harbor Boulevard, Suite 1100, Bellevue, WA 98004
•  Business Operations: CRH operates 387 physical retail stores across 29 U.S. states and a direct-to-consumer digital commerce platform; 41 additional stores in Canada are operated through its subsidiary, Cascade Retail Canada ULC
•  FY2026 Financials (Fiscal Year Ended January 31, 2026):
•  Revenue: $11.42 billion
•  Net Income: $487.3 million
•  Adjusted EBITDA: $1.14 billion (9.99% margin)
•  Total Assets: $9.67 billion
•  Board of Directors: 11 members, of which 9 are independent directors
•  Chief Executive Officer: Franklin "Frank" Alvarez
A management diligence call with CRH's senior management team is targeted for May 19, 2026. The management diligence call will cover, among other topics, CRH's business strategy, financial condition and results of operations, risk factors, pending litigation, and any material developments since the filing of the Company's most recent Annual Report on Form 10-K.
CRH's independent registered public accounting firm is Granville & Hooper LLP (Sandra Kim, Lead Engagement Partner). Granville & Hooper has served as CRH's auditor since the fiscal year ended January 31, 2019 (FY2019). Granville & Hooper will be required to deliver an auditor's consent for inclusion of its audit reports in the registration statement and will be engaged to provide comfort letters in connection with any takedown offerings under the shelf.
2.9 Underwriters' Counsel
Redmond Zanthor & Co. LLC and Pinnacle Bancorp Securities LLC expect to engage Hargrove & Lassiter LLP as underwriters' counsel in connection with the shelf registration and any takedown offerings thereunder. The key contact at Hargrove & Lassiter is Rachel Stein, Partner, Capital Markets, located at the firm's New York office at 51 West 52nd Street, New York, NY 10019.
Hargrove & Lassiter LLP has not yet been formally engaged as of the date of circulation of this agenda. Formal engagement is expected to be confirmed following this kick-off call. Once engaged, Hargrove & Lassiter will be added to all document circulation lists and working-group call invitations.
Calderwood & Harkness LLP will coordinate directly with Hargrove & Lassiter on the following matters:
•  Legal diligence work plan and allocation of diligence responsibilities;
•  Review and comment on the registration statement, base prospectus, and prospectus supplements;
•  Preparation and negotiation of the underwriting agreement (or equity distribution agreement, in the case of the ATM program);
•  Delivery of underwriters' counsel legal opinion at closing of any takedown offering; and
•  Any additional matters customarily addressed by underwriters' counsel in connection with a shelf registration.
2.10 Roles and Responsibilities
A summary of the anticipated roles and responsibilities of each working-group member is set forth below. A detailed responsibility matrix will be prepared and circulated by Calderwood & Harkness following the kick-off call.
Calderwood & Harkness LLP (Issuer's Counsel):
•  Drafting the registration statement on Form S-3, including the base prospectus and all exhibits;
•  Drafting prospectus supplements for anticipated takedown offerings (ATM equity, debt securities);
•  Drafting board resolutions authorizing the shelf filing and delegating pricing authority;
•  Drafting the secretary's certificate and related corporate authority documents;
•  Preparing and delivering legal opinions (including the legality opinion required under Item 601(b)(5) of Regulation S-K);
•  Conducting and coordinating legal diligence;
•  Coordinating EDGAR filing mechanics and SEC fee payment logistics;
•  Reviewing and commenting on the underwriting agreement and sales agent agreement; and
•  Advising on all legal and regulatory matters arising in connection with the shelf registration and takedown offerings.
CRH In-House Legal and Finance Teams:
•  Providing responsive diligence materials in accordance with the diligence request list;
•  Reviewing and commenting on all drafts of the registration statement, prospectus, and prospectus supplements;
•  Obtaining Board of Directors authorization for the shelf filing and delegation of pricing authority;
•  Coordinating with the Company's independent auditor (Granville & Hooper LLP) regarding auditor's consent and comfort letter engagement;
•  Coordinating with the Company's transfer agent (Meridian Trust Company, N.A.) regarding transfer agent and registrar functions;
•  Coordinating SEC filing fee payment through the Company's Treasury department; and
•  Advising on the selection of a financial printer for prospectus production.
Redmond Zanthor & Co. LLC / Pinnacle Bancorp Securities LLC (Underwriters):
•  Conducting underwriter diligence, including market and business diligence;
•  Reviewing and commenting on the prospectus and prospectus supplements;
•  Advising on market conditions, pricing, and transaction structure for takedown offerings;
•  Coordinating with underwriters' counsel on the underwriting agreement and related documentation; and
•  Executing and distributing securities in connection with takedown offerings.
Hargrove & Lassiter LLP (Underwriters' Counsel, once engaged):
•  Conducting legal diligence on behalf of the underwriters;
•  Reviewing and commenting on the registration statement, base prospectus, and prospectus supplements;
•  Preparing and delivering underwriters' counsel legal opinion at closing of takedown offerings;
•  Reviewing and negotiating the underwriting agreement and related transaction documents; and
•  Coordinating with Calderwood & Harkness on diligence and documentation matters.
Granville & Hooper LLP (Independent Auditor):
•  Delivering auditor's consent to the inclusion of its audit reports in the registration statement;
•  Delivering comfort letters (including "bring-down" comfort letters) in connection with takedown offerings; and
•  Participating in the management diligence call and responding to auditor-specific diligence inquiries.
Meridian Trust Company, N.A.:
•  Serving as transfer agent and registrar for CRH's common stock;
•  Serving as trustee under any new or supplemental indenture for debt securities; and
•  Coordinating with Calderwood & Harkness and CRH on trustee appointment and indenture documentation.
2.11 Open Items and Questions for Discussion
This agenda item is reserved as a placeholder for any additional topics, questions, or concerns that participants may wish to raise during the kick-off call. Participants are encouraged to submit any items for discussion to Eric Johannsen (ejohannsn@calderwoodharkness.com) in advance of the call so that they may be incorporated into the discussion.
2.12 Next Steps and Scheduling
The following next steps are anticipated immediately following the kick-off call:
•  Distribution of Preliminary Diligence Request List: Calderwood & Harkness will prepare and circulate the preliminary diligence request list to CRH during the week of April 21, 2026.
•  Circulation of First Draft Form S-3: Calderwood & Harkness will prepare and circulate the first draft of the Form S-3 registration statement (base prospectus) to the working group with a target date of May 5, 2026.
•  Follow-Up Working-Group Call: A follow-up working-group call will be scheduled for late April or early May 2026 to review the status of diligence, discuss the initial draft of the registration statement, and address any outstanding issues. Eric Johannsen will circulate a scheduling poll to all participants.
PART II: POST-CALL SUMMARY
Summary of Kick-Off Call Cascade Retail Holdings Inc. Shelf Registration
Date of Call: Monday, April 14, 2026, 2:00 p.m. Pacific / 5:00 p.m. Eastern
Prepared by: Eric Johannsen, Lead Associate, Calderwood & Harkness LLP
Date of Summary: April 15, 2026
Distribution: All participants listed below
CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED / ATTORNEY WORK PRODUCT
This summary memorializes the key discussion points, decisions, and action items from the kick-off call held on April 14, 2026 in connection with the preparation and filing of a new universal shelf registration statement on Form S-3 for Cascade Retail Holdings Inc. ("CRH" or the "Company"). This summary is intended for the use of the working-group members identified below and is protected by the attorney-client privilege and the work product doctrine.
3. Attendance
The following individuals participated in the kick-off call. All individuals listed on the pre-call agenda (Section 1) attended; there were no absences.
Cascade Retail Holdings Inc.:
•  Diane Kowalski — Executive Vice President, General Counsel & Corporate Secretary
•  Marcus Cheng — Senior Vice President, Chief Financial Officer
•  Anya Petrova — Vice President, Deputy General Counsel — Securities & Corporate Governance
•  Thomas Briggs — Vice President, Treasury & Capital Markets
Calderwood & Harkness LLP (Issuer's Counsel):
•  Robert Adeyemi — Responsible Partner, Capital Markets Group
•  Jennifer Kwon — Billing Partner, Capital Markets Group
•  Eric Johannsen — Lead Associate, Capital Markets Group
•  Claire Dempsey — Working Associate, Capital Markets Group
Redmond Zanthor & Co. LLC (Anticipated Lead Book-Running Manager):
•  Laura Whitfield — Managing Director, Equity Capital Markets
•  Derek Simmons — Director, Debt Capital Markets
Pinnacle Bancorp Securities LLC (Anticipated Co-Manager):
•  Nathan Reeves — Managing Director, Investment Banking
4. Summary of Discussion
4.1 Engagement Overview and Introductions
Robert Adeyemi opened the call at approximately 2:02 p.m. Pacific time. He introduced the Calderwood & Harkness team and confirmed the firm's engagement as issuer's counsel to CRH in connection with the preparation and filing of a new universal shelf registration statement on Form S-3 with the SEC. Mr. Adeyemi referenced the firm's matter number (1038-00003) and confirmed that the engagement letter between Calderwood & Harkness and CRH was executed on April 9, 2026. He noted that Jennifer Kwon would serve as billing partner on the engagement and that Eric Johannsen would serve as lead associate responsible for day-to-day management of the transaction, with Claire Dempsey supporting in a working associate capacity.
Diane Kowalski then introduced the CRH in-house team and outlined the Company's principal objective for this engagement: to file a replacement universal shelf registration statement on Form S-3 before the expiration of CRH's existing shelf registration statement (SEC File No. 333-248710) on June 28, 2026. Ms. Kowalski emphasized the importance of maintaining uninterrupted access to the capital markets and expressed CRH's desire to move expeditiously toward the target filing date. She noted that CRH's Board of Directors and senior management are fully supportive of this initiative and that the in-house team is prepared to dedicate the necessary resources to ensure timely completion.
Laura Whitfield confirmed Redmond Zanthor & Co. LLC's anticipated role as lead book-running manager for takedown offerings under the new shelf and noted the firm's longstanding capital markets relationship with CRH. Nathan Reeves confirmed Pinnacle Bancorp Securities LLC's anticipated role as co-manager and expressed Pinnacle's enthusiasm for the engagement.
4.2 Shelf Structure and Securities
The working group reached consensus on the key structural parameters for the new shelf registration statement. The following decisions and observations were noted:
Aggregate Offering Amount. The working group confirmed that the new shelf registration statement will register an aggregate offering amount of up to $3,000,000,000 in securities, representing a $500 million increase from the $2,500,000,000 aggregate offering amount on the prior shelf (File No. 333-248710). The increase is intended to provide CRH with enhanced flexibility for capital-raising activities over the three-year shelf life.
Types of Securities. The securities to be registered under the new shelf will include common stock, preferred stock, debt securities (both senior and subordinated), depositary shares, warrants, subscription rights, purchase contracts, and units consisting of combinations of the foregoing. This broad menu of registrable securities is consistent with the prior shelf and is designed to give CRH maximum flexibility to respond to evolving market conditions and funding needs.
Rationale. Marcus Cheng noted that the increased shelf size reflects CRH's significant growth since the filing of the prior shelf in June 2023, including the Company's FY2026 revenue of $11.42 billion and its current equity market capitalization of approximately $6.8 billion. Mr. Cheng observed that the Company's anticipated capital needs over the next three years — including potential strategic acquisitions, store expansion, technology investments, and debt refinancing — warrant a larger shelf to ensure that CRH can access the capital markets on a timely basis without encountering capacity constraints.
Selling Stockholder Provisions. After discussion, the working group confirmed that no selling stockholder provisions are planned for the new shelf registration statement at this time. The shelf will be limited to primary offerings by the Company. Ms. Kowalski noted that CRH does not anticipate any significant stockholder disposition activity in the near term that would necessitate inclusion of selling stockholder provisions, and that any such provisions could be added by post-effective amendment if circumstances change.
Authorized Capital. Thomas Briggs confirmed that CRH's authorized share capital is sufficient to support the proposed shelf size. As of March 15, 2026, CRH has 500,000,000 shares of common stock authorized (par value $0.01 per share), of which 214,600,000 shares are currently issued and outstanding, leaving approximately 285,400,000 shares available for future issuance. Additionally, CRH has 25,000,000 shares of preferred stock authorized (par value $0.01 per share), none of which are currently issued or outstanding. The working group confirmed that no charter amendment will be required to support the proposed offerings.
4.3 WKSI Status and Automatic Effectiveness
Jennifer Kwon provided a summary of Calderwood & Harkness's preliminary analysis of CRH's eligibility as a Well-Known Seasoned Issuer ("WKSI") under Rule 405 of the Securities Act. The key findings of the analysis are as follows:
Public Float. As of April 4, 2026, CRH's public float is estimated at approximately $5,901,238,246, calculated as 186,276,480 shares of common stock held by non-affiliates multiplied by the closing price of $31.68 per share on that date. This amount substantially exceeds the $700 million public float threshold required for WKSI status under Rule 405.
Reporting History. CRH has been a reporting company under the Exchange Act since its initial listing on the Nasdaq Stock Market on March 22, 2004 (ticker symbol: CRHI). The Company has timely filed all required Exchange Act reports, including its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, throughout its reporting history. There are no delinquent filings.
Disqualifying Conditions. Ms. Kwon confirmed that Calderwood & Harkness's preliminary review has not identified any disqualifying conditions under Rule 405 that would preclude CRH from maintaining WKSI status. Specifically, the Company has not been the subject of any bankruptcy proceedings, has not failed to file required Exchange Act reports, has not been subject to refusal or stop orders with respect to prior registration statements, and is not an "ineligible issuer" as defined under Rule 405. There are no pending SEC enforcement proceedings or judicial proceedings involving the Company that would affect its WKSI eligibility.
Automatic Shelf Effectiveness. As a consequence of CRH's WKSI status, the new registration statement will be filed as an automatic shelf registration statement under Rule 415(a)(1)(x) of the Securities Act and will become effective immediately upon filing with the SEC pursuant to Rule 462(e). No SEC staff review period will be required prior to effectiveness. This is a significant advantage, as it will enable CRH to access the capital markets on the day of filing.
WKSI Eligibility Memorandum. Calderwood & Harkness will prepare a formal written WKSI eligibility memorandum documenting the analysis in detail. Claire Dempsey will draft the memorandum under the supervision of Eric Johannsen, with a target completion date of April 18, 2026. The memorandum will be circulated to the CRH in-house legal team for review.
4.4 Prior Shelf Expiration and Transition
Eric Johannsen provided a summary of the status of CRH's existing shelf registration statement and the need for a timely replacement filing. The key points are as follows:
Prior Shelf Details. The Company's current shelf registration statement was filed with the SEC on June 12, 2023 under File No. 333-248710 and became effective on June 28, 2023. The original aggregate offering amount was $2,500,000,000.
Utilization. CRH has conducted two takedown offerings under the prior shelf:
(a) An $800,000,000 common equity offering completed in August 2023; and
(b) A $475,000,000 senior notes offering completed in November 2024.
These takedowns total $1,275,000,000 in aggregate, leaving remaining registered capacity of $1,225,000,000 under the prior shelf.
Expiration. The prior shelf registration statement will expire on June 28, 2026 pursuant to Rule 415(a)(5) of the Securities Act, which limits the shelf life of registration statements to three years from the initial effective date. The new shelf must be filed before this date to ensure CRH has uninterrupted access to the registered capital markets.
Fee Offset Analysis. Mr. Johannsen noted that CRH may be eligible to claim a filing fee offset under Rule 415(a)(6) of the Securities Act with respect to the $1,225,000,000 in unused capacity under the prior shelf. Rule 415(a)(6) permits an issuer to carry forward registration fees previously paid for unsold securities to a successor registration statement, subject to certain conditions, including the filing of the new registration statement within 180 days after the termination of the prior shelf's offering. Calderwood & Harkness will conduct a detailed analysis of whether a Rule 415(a)(6) fee offset is available and advisable in light of CRH's specific circumstances, including the timing of the new filing relative to the prior shelf's expiration, the amount of unused capacity, and any potential complications. Eric Johannsen and Jennifer Kwon will complete this analysis by April 28, 2026 and communicate the results to the working group.
4.5 Timeline.  The working group discussed and confirmed the project timeline. The target SEC filing date of May 26, 2026 was affirmed by all participants. The following key milestones were discussed and confirmed:
Diane Kowalski indicated that the Board of Directors meeting for shelf authorization would likely be held on May 20 or May 21, 2026, coordinating with a regularly scheduled board meeting already on the calendar. Ms. Kowalski will confirm the exact date by April 21, 2026.
The estimated SEC filing fee of $459,300.00 was discussed ($3,000,000,000 × $153.10 per $1,000,000, based on the FY2026 SEC fee rate). Thomas Briggs confirmed that CRH's Treasury department would coordinate the filing fee payment and that funds would be available prior to the May 26, 2026 filing date. Mr. Briggs noted that the exact fee amount will be verified at the time of filing based on the then-applicable SEC fee rate and any available Rule 415(a)(6) fee offset.
Calderwood & Harkness will prepare and distribute a detailed timeline and responsibility matrix in spreadsheet format to all working-group members. Eric Johannsen and Claire Dempsey will prepare this document with a target circulation date of April 16, 2026.
4.6 At-the-Market (ATM) Equity Program
Laura Whitfield presented Redmond Zanthor's preliminary thinking on an ATM equity offering program to be established under the new shelf registration statement. The key points of the discussion were as follows:
Proposed Structure. Redmond Zanthor proposes to serve as sole sales agent under an equity distribution agreement (the "EDA") pursuant to which CRH would be entitled to direct Redmond Zanthor to sell shares of CRH common stock from time to time on the Nasdaq Stock Market at prevailing market prices. The ATM program would provide CRH with a flexible, low-cost mechanism for raising equity capital in measured increments over time, without the market impact and discount associated with traditional follow-on offerings.
Share Availability. CRH has sufficient authorized but unissued shares of common stock to support an ATM program. As of March 15, 2026, approximately 285,400,000 shares of common stock are authorized but unissued (500,000,000 shares authorized minus 214,600,000 shares outstanding). This provides ample headroom for an ATM program of significant size.
Concurrent Drafting. The ATM prospectus supplement will be prepared concurrently with the base prospectus so that it is available for filing simultaneously with, or promptly following, the effectiveness of the shelf registration statement. This will enable CRH to commence sales under the ATM program immediately if desired.
Size and Commission Rate. The specific size of the ATM program and the commission rate payable to Redmond Zanthor as sales agent are to be discussed bilaterally between CRH and Redmond Zanthor and are not yet finalized. Laura Whitfield indicated that Redmond Zanthor would provide a formal proposal to CRH following this call.
Coordination with Dividends and Blackouts. Marcus Cheng emphasized the importance of coordinating any ATM sales activity with CRH's quarterly dividend schedule ($0.22 per share quarterly, or $0.88 annualized) and the Company's insider trading blackout periods. Mr. Cheng noted that the equity distribution agreement should include clear provisions regarding blackout periods, trading windows, and the suspension and resumption of sales activity.
Treasury Perspective. Thomas Briggs confirmed the Treasury department's interest in the ATM program as a flexible funding tool. Mr. Briggs noted that the ATM could serve multiple purposes, including providing capital for the Company's ongoing store expansion program, funding share repurchase program offsets (where ATM issuances are used to replenish shares repurchased under the Company's existing stock repurchase plan), and for general corporate purposes.
4.7 Potential Debt Offering
Derek Simmons of Redmond Zanthor provided an overview of current conditions in the investment-grade debt capital markets and CRH's positioning as a potential issuer. The key points of the discussion were as follows:
Market Conditions. Mr. Simmons noted that the investment-grade corporate bond market is currently favorable for issuers of CRH's credit quality, with spreads for BBB/Baa2-rated retail credits at historically reasonable levels. He indicated that there is strong institutional demand for investment-grade paper from well-known retail issuers and that market conditions are conducive to a potential debt offering by CRH in the second or third quarter of 2026.
Existing Debt Profile. Mr. Simmons reviewed CRH's existing debt profile, noting the Company's conservative leverage position:
•  $1.5 billion senior secured revolving credit facility with Northgate Capital Bank, N.A. as administrative agent, maturing August 15, 2029, with $430 million currently drawn;
•  $750 million aggregate principal amount of 4.250% Senior Notes due 2031;
•  $500 million aggregate principal amount of 5.125% Senior Notes due 2034;
•  Total debt of $2.18 billion, partially offset by $610 million in cash and cash equivalents;
•  Net debt of $1.57 billion; and
•  Net debt to adjusted EBITDA ratio of 1.38×, indicating a conservative leverage profile for the retail sector.
Credit Ratings. CRH currently maintains investment-grade credit ratings from both major rating agencies: Clearfield Rating Services Inc. (BBB, stable outlook, assigned February 2025) and Atlas Rating Group LLC (Baa2, stable outlook, assigned March 2025). These ratings support CRH's access to the investment-grade debt markets on favorable terms.
Rating Agency Engagement. If a debt takedown is pursued under the new shelf, CRH will need to engage with Clearfield Rating Services Inc. and Atlas Rating Group LLC to obtain ratings for the new issuance. This will require execution of ratings engagement letters and, potentially, rating agency presentations or update calls. Thomas Briggs agreed to coordinate with the rating agencies on this process and noted that CRH maintains ongoing relationships with the analytical teams at both agencies.
Indenture Structure. The working group discussed whether CRH should prepare a new base indenture with Meridian Trust Company, N.A. as trustee, or whether the Company can utilize a supplemental indenture to an existing base indenture. Calderwood & Harkness will review the existing indenture documents (governing the 4.250% Senior Notes due 2031 and the 5.125% Senior Notes due 2034) and advise on the most efficient approach. If a new base indenture is required, it will be drafted by Calderwood & Harkness concurrently with the debt prospectus supplement. Eric Johannsen will prepare an initial analysis and recommendation by May 5, 2026.
Trustee. Meridian Trust Company, N.A. is expected to serve as trustee under any new indenture. William Ochoa, Vice President, Corporate Trust Services, will serve as the primary contact at Meridian Trust. Thomas Briggs will coordinate with Mr. Ochoa regarding the trustee appointment.
Debt Prospectus Supplement. A prospectus supplement for debt securities will be drafted concurrently with the base prospectus and the ATM prospectus supplement. Eric Johannsen will prepare an initial template for the debt prospectus supplement.
Financial Information. CRH's FY2026 financial results (revenue of $11.42 billion; net income of $487.3 million; adjusted EBITDA of $1.14 billion; total assets of $9.67 billion) will be incorporated by reference from CRH's Annual Report on Form 10-K for the fiscal year ended January 31, 2026, and will not need to be separately set forth in the base prospectus or prospectus supplements (other than in summary form for selected financial data, as applicable).
4.8 Diligence Process
The working group discussed the scope and logistics of the legal diligence process. The key points and decisions are summarized below:
Diligence Request List. Calderwood & Harkness will deliver a comprehensive preliminary diligence request list to CRH (attention: Anya Petrova) by April 21, 2026. The request list will cover the principal diligence categories discussed on the call, including:
(a) Corporate organization of CRH and its material subsidiaries, including:
•  Cascade Retail Operating Company LLC (organized as a Delaware limited liability company);
•  Cascade Digital Commerce Inc. (organized as a Delaware corporation);
•  CRH Distribution Services LLC (organized as a Washington limited liability company); and
•  Cascade Retail Canada ULC (organized as an unlimited liability company under the laws of British Columbia, Canada);
(b) Authorized capital and outstanding securities (including equity incentive plans and outstanding options, restricted stock units, and other equity awards);
(c) SEC filings for the past three fiscal years, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements, and all prior registration statements and prospectus supplements;
(d) Material contracts, including the senior secured revolving credit facility agreement (Northgate Capital Bank, N.A.), existing indentures, material customer and vendor agreements, and executive employment and compensation arrangements;
(e) Board of Directors and committee minutes for the past three fiscal years;
(f) Litigation, governmental investigations, and regulatory proceedings;
(g) Tax matters and employee benefit plans; and
(h) Real property, intellectual property, and environmental matters.
Document Production. Anya Petrova confirmed that the CRH in-house legal team would begin assembling diligence documents and materials immediately and target substantial completion of document production by early May 2026. Ms. Petrova noted that much of the requested documentation is already maintained in an organized virtual data room from CRH's prior capital markets transactions and that the production process should be efficient.
Good-Standing Certificates. Updated good-standing certificates (or certificates of legal existence, as applicable) will need to be obtained for CRH (Delaware File Number 3487201) and each of its material subsidiaries prior to the filing of the registration statement. Anya Petrova will coordinate the ordering of these certificates, with a target delivery date of May 12, 2026.
Auditor's Consent and Comfort Letters. Anya Petrova will contact Sandra Kim, Lead Engagement Partner at Granville & Hooper LLP, to arrange for the following:
(a) Auditor's consent to the inclusion of Granville & Hooper's audit reports in the registration statement, to be delivered at the time of filing; and
(b) Engagement of Granville & Hooper to deliver comfort letters (including initial and "bring-down" comfort letters) in connection with any takedown offerings under the shelf.
Ms. Petrova indicated she would send an introductory email to Sandra Kim promptly following the call to initiate these discussions.
Management Diligence Call. A management diligence call has been scheduled for May 19, 2026. The call will include CRH's senior management team (including Chief Executive Officer Franklin Alvarez and Chief Financial Officer Marcus Cheng), Calderwood & Harkness, Redmond Zanthor, Pinnacle Securities, and Hargrove & Lassiter LLP (once formally engaged). The management diligence call will cover CRH's business strategy, financial condition and results of operations, risk factors, material contracts, pending litigation and regulatory matters, and any material developments since the filing of the Company's most recent Annual Report on Form 10-K.
4.9 Underwriters' Counsel
Laura Whitfield confirmed that Redmond Zanthor expects to engage Hargrove & Lassiter LLP as underwriters' counsel in connection with the shelf registration and any takedown offerings. The key contact at Hargrove & Lassiter is Rachel Stein, Partner, Capital Markets, located at 51 West 52nd Street, New York, NY 10019.
Formal engagement of Hargrove & Lassiter is expected to be completed within the week following the kick-off call. Ms. Whitfield indicated that engagement discussions are in an advanced stage and that she anticipates being able to confirm the engagement by April 21, 2026.
Once formally engaged, Hargrove & Lassiter will be added to all document circulation lists, working-group email distribution lists, and call invitations. Calderwood & Harkness will coordinate directly with Rachel Stein on the diligence work plan (including allocation of diligence responsibilities between issuer's counsel and underwriters' counsel), the form and negotiation of the underwriting agreement and equity distribution agreement, and the prospectus review and comment process.
4.10 Other Discussion Points
The following additional topics were raised and discussed during the call:
Shelf Takedown Committee. Diane Kowalski raised the question of whether CRH should consider including a "shelf takedown committee" or "pricing committee" structure in the board resolutions authorizing the shelf filing. Such a committee structure would permit expedited authorization of individual takedown offerings without the need for a full board meeting each time. Robert Adeyemi confirmed that Calderwood & Harkness would include a delegation of pricing authority in the draft board resolutions. Specifically, the resolutions would authorize a committee consisting of the Chief Executive Officer (Franklin Alvarez) and the Chief Financial Officer (Marcus Cheng), together with any one independent director, to approve the terms of individual takedown offerings, including the type of securities, aggregate principal amount or number of shares, pricing, and other material terms. Mr. Adeyemi noted that this is a common and well-accepted structure for shelf registration takedowns.
Description of Securities. Marcus Cheng asked about the scope and content of the "Description of Securities" sections in the base prospectus. Eric Johannsen confirmed that the base prospectus will include comprehensive descriptions of each type of security that may be offered under the shelf, including descriptions of (i) CRH's common stock, (ii) preferred stock, (iii) debt securities (including the terms of the indenture, events of default, covenants, and redemption provisions), (iv) depositary shares, (v) warrants, (vi) subscription rights, (vii) purchase contracts, and (viii) units. Mr. Johannsen noted that these descriptions would be based on the corresponding provisions of CRH's charter documents, applicable Delaware law, and the anticipated terms of the various instruments, and that specific terms for individual offerings would be set forth in the applicable prospectus supplements.
Transfer Agent. The working group confirmed that Meridian Trust Company, N.A. (William Ochoa, Vice President, Corporate Trust Services) will be identified in the registration statement as the transfer agent and registrar for CRH's common stock. Calderwood & Harkness will also coordinate with Meridian Trust regarding the trustee appointment for any new indenture in connection with a debt offering.
EDGAR and Filing Information. The following CRH filing information was confirmed for purposes of the EDGAR filing:
•  CIK Number: 0001287450
•  Nasdaq Ticker Symbol: CRHI
These details will be verified in the draft registration statement filing.
Financial Printer. No printing firm has been selected yet for the production of printed prospectuses or other offering materials. Anya Petrova and Thomas Briggs will confer internally and advise the working group on CRH's preferred financial printer by May 5, 2026.
5. Action Items
5.1 Action Item Table
The following action items were identified during the kick-off call. Each item reflects the responsible party, target completion date, and current status as of the date of this summary.
All responsible parties are requested to monitor their assigned action items and to promptly notify Eric Johannsen (ejohannsn@calderwoodharkness.com) of any anticipated delays or issues that may affect the project timeline. Action item status updates will be tracked in the timeline and responsibility matrix referenced in Action Item No. 20.
6. Next Scheduled Call
A follow-up working-group call will be scheduled for the week of April 28 or May 5, 2026, depending on participant availability. The purpose of the follow-up call will be to review the status of diligence production, discuss the results of the WKSI eligibility analysis and Rule 415(a)(6) fee offset analysis, preview the initial draft of the Form S-3 registration statement, and address any outstanding issues or open items.
Eric Johannsen will circulate a scheduling poll to all working-group participants to identify the optimal date and time for the follow-up call. The poll will be sent no later than April 21, 2026.
Hargrove & Lassiter LLP (Rachel Stein) will be included in the scheduling poll and the follow-up call invitation once formally engaged by Redmond Zanthor. Laura Whitfield will notify Eric Johannsen promptly upon confirmation of Hargrove & Lassiter's engagement so that the firm can be integrated into all working-group communications.
7. Distribution List
This summary is being distributed to the following individuals, each of whom participated in the kick-off call on April 14, 2026:
Cascade Retail Holdings Inc.:
Diane Kowalski — Executive Vice President, General Counsel & Corporate Secretary
Marcus Cheng — Senior Vice President, Chief Financial Officer
Anya Petrova — Vice President, Deputy General Counsel — Securities & Corporate Governance
Thomas Briggs — Vice President, Treasury & Capital Markets
Calderwood & Harkness LLP:
Robert Adeyemi — Responsible Partner, Capital Markets Group
Jennifer Kwon — Billing Partner, Capital Markets Group
Eric Johannsen — Lead Associate, Capital Markets Group
Claire Dempsey — Working Associate, Capital Markets Group
Redmond Zanthor & Co. LLC:
Laura Whitfield — Managing Director, Equity Capital Markets
Derek Simmons — Director, Debt Capital Markets
Pinnacle Bancorp Securities LLC:
Nathan Reeves — Managing Director, Investment Banking
Copy to: Calderwood & Harkness LLP matter file (Matter No. 1038-00003)
This document and the information contained herein are CONFIDENTIAL and are protected by the ATTORNEY-CLIENT PRIVILEGE and the ATTORNEY WORK PRODUCT DOCTRINE. This document has been prepared by Calderwood & Harkness LLP solely for the benefit of the individuals and entities identified on the distribution list and should not be disclosed, distributed, or reproduced, in whole or in part, to any other person or entity without the prior written consent of Calderwood & Harkness LLP.
Calderwood & Harkness LLP 1501 Fourth Avenue, Suite 4800 Seattle, WA 98101
Prepared by Eric Johannsen Lead Associate, Capital Markets Group ejohannsn@calderwoodharkness.com
CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED / ATTORNEY WORK PRODUCT
Milestone | Target Date
Delivery of diligence request list to CRH | April 21, 2026
First draft of Form S-3 registration statement (base prospectus) | May 5, 2026
First drafts of prospectus supplements (equity ATM, debt) | May 12, 2026
Management diligence call | May 19, 2026
Board of Directors meeting to approve shelf filing resolutions | Mid-May 2026 (exact date TBD)
Filing of registration statement with SEC | May 26, 2026
Automatic effectiveness upon filing (as WKSI) | May 26, 2026
Instrument | Outstanding Amount | Maturity | Key Terms
Senior Secured Revolving Credit Facility (Northgate Capital Bank, N.A., as administrative agent) | $430,000,000 drawn (of $1,500,000,000 committed) | August 15, 2029 | Senior secured; variable rate
4.250% Senior Notes due 2031 | $750,000,000 | 2031 | Senior unsecured; fixed rate
5.125% Senior Notes due 2034 | $500,000,000 | 2034 | Senior unsecured; fixed rate
Total Debt | $2,180,000,000
Less: Cash and Cash Equivalents | ($610,000,000)
Net Debt | $1,570,000,000
Net Debt / Adjusted EBITDA | 1.38× | Based on FY2026 Adjusted EBITDA of $1.14 billion
Rating Agency | Rating | Outlook | Date Assigned
Clearfield Rating Services Inc. | BBB | Stable | February 2025
Atlas Rating Group LLC | Baa2 | Stable | March 2025
Milestone | Target Date | Status
Delivery of diligence request list to CRH | April 21, 2026 | Confirmed
First draft Form S-3 (base prospectus) to working group | May 5, 2026 | Confirmed
First draft prospectus supplements (ATM equity, debt) | May 12, 2026 | Confirmed
Management diligence call | May 19, 2026 | Confirmed
Board of Directors meeting for shelf authorization | Mid-May 2026 (TBD) | Date to be confirmed by Diane Kowalski
Filing of registration statement with SEC | May 26, 2026 | Confirmed
Automatic effectiveness (WKSI) | May 26, 2026 | Confirmed
No. | Action Item | Responsible Party | Target Date | Status
1 | Prepare and deliver preliminary diligence request list to CRH (attention: Anya Petrova) | Eric Johannsen / Claire Dempsey (Calderwood & Harkness) | April 21, 2026 | Pending
2 | Prepare internal WKSI eligibility memorandum | Claire Dempsey (Calderwood & Harkness), reviewed by Eric Johannsen | April 18, 2026 | Pending
3 | Prepare corporate authority and charter diligence memorandum | Claire Dempsey (Calderwood & Harkness), reviewed by Eric Johannsen | April 25, 2026 | Pending
4 | Prepare existing shelf utilization summary (File No. 333-248710) | Eric Johannsen (Calderwood & Harkness) | April 16, 2026 | Pending
5 | Analyze Rule 415(a)(6) fee offset availability for unused prior shelf capacity ($1,225,000,000 remaining) | Eric Johannsen / Jennifer Kwon (Calderwood & Harkness) | April 28, 2026 | Pending
6 | Begin assembling diligence documents and materials | Anya Petrova / CRH in-house legal team | Ongoing; target substantial completion early May 2026 | Pending
7 | Order updated good-standing certificates for CRH and material subsidiaries | Anya Petrova (CRH) | May 12, 2026 | Pending
8 | Confirm Board of Directors meeting date for shelf authorization resolutions | Diane Kowalski (CRH) | April 21, 2026 | Pending
9 | Prepare first draft Form S-3 registration statement (base prospectus) | Eric Johannsen / Claire Dempsey (Calderwood & Harkness) | May 5, 2026 | Pending
10 | Prepare first draft prospectus supplements (equity ATM, debt securities) | Eric Johannsen / Claire Dempsey (Calderwood & Harkness) | May 12, 2026 | Pending
11 | Prepare draft board resolutions authorizing shelf filing and pricing committee delegation | Eric Johannsen (Calderwood & Harkness) | May 1, 2026 | Pending
12 | Prepare draft secretary's certificate | Claire Dempsey (Calderwood & Harkness) | May 1, 2026 | Pending
13 | Prepare draft equity underwriting agreement (template) | Eric Johannsen (Calderwood & Harkness) | May 12, 2026 | Pending
14 | Review existing indenture documents and advise on new base indenture vs. supplemental indenture approach | Eric Johannsen / Jennifer Kwon (Calderwood & Harkness) | May 5, 2026 | Pending
15 | Contact Sandra Kim (Granville & Hooper LLP) regarding auditor's consent and comfort letter engagement | Anya Petrova (CRH) | April 21, 2026 | Pending
16 | Coordinate with Meridian Trust Company, N.A. (William Ochoa) regarding trustee appointment for debt indenture | Thomas Briggs (CRH) / Eric Johannsen (Calderwood & Harkness) | May 5, 2026 | Pending
17 | Formally engage Hargrove & Lassiter LLP as underwriters' counsel | Laura Whitfield (Redmond Zanthor) | April 21, 2026 | Pending
18 | Coordinate with Clearfield Rating Services Inc. and Atlas Rating Group LLC regarding rating engagement letters for potential debt takedown | Thomas Briggs (CRH) | May 2026 (if debt offering pursued) | Pending
19 | Coordinate SEC filing fee payment (estimated $459,300.00) with CRH Treasury | Thomas Briggs (CRH) | Prior to May 26, 2026 filing | Pending
20 | Prepare and distribute detailed timeline and responsibility matrix (spreadsheet) | Eric Johannsen / Claire Dempsey (Calderwood & Harkness) | April 16, 2026 | Pending
21 | Schedule management diligence call with CRH senior management (including CEO Franklin Alvarez and CFO Marcus Cheng) | Eric Johannsen (Calderwood & Harkness) / Anya Petrova (CRH) | May 19, 2026 (target date) | Pending
22 | Schedule follow-up working-group call (late April / early May 2026) | Eric Johannsen (Calderwood & Harkness) | Late April / early May 2026 | Pending
23 | Advise on selection of financial printer for prospectus production | Anya Petrova / Thomas Briggs (CRH) | May 5, 2026 | Pending