1038-00003 · Client 1038 · Diligence

corporate-authority-diligence-memo.docx DOCUMENT Capital Markets

3 / 12 ← → ✕

MEMORANDUM

PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT

To: Robert Adeyemi, Responsible Partner Jennifer Kwon, Billing Partner

From: Claire Dempsey, Working Associate (prepared by) Eric Johannsen, Lead Associate (reviewed by)

Date: April 25, 2026

Re: Cascade Retail Holdings Inc. — Preliminary Corporate Authority & Charter Diligence Review in Connection with Proposed Universal Shelf Registration Statement on Form S-3

Matter No.: 1038-00003

Billing Partner Code: JKW-2026-0406

I. PURPOSE AND SCOPE

This memorandum summarizes the results of Calderwood & Harkness LLP's preliminary review of the organizational documents, corporate authority, and charter provisions of Cascade Retail Holdings Inc. ("CRH" or the "Company") and its material subsidiaries, undertaken in connection with the Company's proposed filing of a new universal shelf registration statement on Form S-3 with the Securities and Exchange Commission (the "SEC") covering up to $3,000,000,000 in aggregate offering amount of securities (the "Shelf Registration Statement"). The Shelf Registration Statement is expected to register common stock, preferred stock, debt securities, depositary shares, warrants, purchase contracts, units, and such other securities as may be described in the registration statement and related prospectus and prospectus supplements.

This review was conducted pursuant to the preliminary diligence request list delivered by Calderwood & Harkness LLP to Anya Petrova, Vice President, Deputy General Counsel — Securities & Corporate Governance, of the Company, on April 21, 2026 (the "Diligence Request List"). Documents reviewed were provided by the CRH in-house legal team between April 22 and April 24, 2026, by means of uploads to the Calderwood & Harkness secure virtual data room (Project "Cascadia," Room ID SC-20260421-CRH). This memorandum reflects documents received and reviewed as of April 25, 2026, and should be understood as preliminary in nature. Certain diligence items remain outstanding, as described in greater detail in Section X below.

The scope of this memorandum addresses the following principal areas:

(a) the Company's Amended and Restated Certificate of Incorporation and authorized capital stock;

(b) the Company's Amended and Restated Bylaws;

(d) outstanding equity securities and equity compensation plans;

(e) the Company's registered agent and state of incorporation;

(f) material subsidiary organizational documents; and

(g) open diligence items and recommendations for actions to be taken before the filing of the Shelf Registration Statement.

This memorandum also addresses, in a preliminary manner, certain existing debt instruments of the Company that may be relevant to corporate authority and covenant compliance considerations in connection with the Shelf Registration Statement, although a more detailed covenant compliance analysis will be prepared separately upon receipt of complete copies of the applicable agreements.

This memorandum is an internal work product of Calderwood & Harkness LLP prepared solely for purposes of legal diligence in connection with the Shelf Registration Statement. It does not constitute a legal opinion and should not be relied upon as such by any person. The conclusions expressed herein are preliminary and subject to revision upon completion of the outstanding diligence items and receipt of additional information from the Company. Nothing in this memorandum is intended to create or should be construed as creating an attorney-client relationship with any person other than CRH.

II. ISSUER OVERVIEW

Set forth below is a summary of key identifying information regarding the Company, based on publicly available filings with the SEC and information provided by CRH's in-house legal team.

CRH is a well-known omni-channel retailer with a significant domestic brick-and-mortar presence and a growing e-commerce business. The Company's Canadian operations are conducted through Cascade Retail Canada ULC, an unlimited liability company organized under the laws of British Columbia, Canada. The Company's core domestic retail and e-commerce operations are conducted through its primary operating subsidiary, Cascade Retail Operating Company LLC, a Delaware limited liability company. The Company also maintains a separate subsidiary, Cascade Digital Commerce Inc., a Delaware corporation, for the operation of its digital commerce platform and related technology infrastructure, as well as CRH Distribution Services LLC, a Washington limited liability company, for warehousing and logistics operations.

The Company has been a reporting company under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since its initial public offering in 2004 and files annual, quarterly, and current reports with the SEC. The Company's most recent Annual Report on Form 10-K was filed for the fiscal year ended January 31, 2026 ("FY2026"). The Company previously had an effective universal shelf registration statement on Form S-3 (File No. 333-248710), which expired in accordance with its terms. The proposed new Shelf Registration Statement is intended to replace the expired shelf and provide the Company with continued flexibility to access the public capital markets for common stock, preferred stock, debt securities, and other securities.

III. AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

A. General. The principal governing document reviewed for purposes of this memorandum is the Amended and Restated Certificate of Incorporation of Cascade Retail Holdings Inc. (the "Certificate of Incorporation" or "Certificate"), a copy of which was provided by CRH's in-house legal team on April 22, 2026. The Certificate of Incorporation was originally filed with the Secretary of State of the State of Delaware on September 14, 2001, under Delaware File Number 3487201, in connection with the Company's initial incorporation.

The Certificate has been amended and restated from time to time since its original filing. The copy provided to Calderwood & Harkness LLP appears to reflect the Certificate as currently in effect, incorporating all amendments adopted by the Company's stockholders through the most recent amendment. However, the precise date and substance of the most recent amendment to the Certificate remain to be confirmed by the Company. We have requested that CRH provide documentation confirming the history of all amendments to the Certificate, including the date of each amendment and a summary of the changes effected thereby. This item is identified as an open diligence matter in Section X.A.4 below.

The Company is governed by the Delaware General Corporation Law, Title 8 of the Delaware Code (the "DGCL"). As a Delaware corporation, CRH is subject to, among other things, the provisions of DGCL Section 102 (regarding contents of the certificate of incorporation), DGCL Section 109 (regarding bylaws), DGCL Section 141 (regarding powers of the board of directors), and DGCL Section 242 (regarding amendments to the certificate of incorporation). The Company's Certificate of Incorporation contains provisions that are generally consistent with current Delaware corporate governance practice for publicly traded companies, as described in greater detail below.

B. Authorized Capital Stock

The Certificate of Incorporation authorizes the Company to issue the following classes and amounts of capital stock:

Common Stock. The Certificate authorizes the issuance of 500,000,000 shares of common stock, par value $0.01 per share. Each share of common stock is entitled to one vote on all matters submitted to a vote of the stockholders of the Company. The common stock is the only class of equity securities of the Company currently outstanding. As of March 15, 2026, there were 214,600,000 shares of common stock issued and outstanding.

Preferred Stock. The Certificate authorizes the issuance of 25,000,000 shares of preferred stock, par value $0.01 per share. As of the date of this memorandum, no shares of preferred stock are issued or outstanding, and no certificates of designations establishing the terms of any series of preferred stock are currently on file with the Delaware Secretary of State (to be confirmed by CRH).

The Certificate grants the Board of Directors of the Company the authority, without further action by the stockholders, to issue shares of preferred stock in one or more series and to fix the designations, powers, preferences, rights, qualifications, limitations, and restrictions of each such series, including, without limitation, the dividend rate, conversion rights, redemption provisions, liquidation preferences, sinking fund provisions, and voting rights. This authority is commonly referred to as "blank check" preferred stock authority and is a standard feature of certificates of incorporation for publicly traded Delaware corporations.

The blank check preferred stock authority is of particular importance in the context of the Shelf Registration Statement, as it enables the Board of Directors (or a duly authorized committee thereof) to establish the specific terms of any series of preferred stock at the time of a takedown offering under the shelf, without the need to seek a separate stockholder vote to approve the terms of such series. This provides the Company with significant flexibility to respond to market conditions and investor demand when pricing and structuring a preferred stock offering. At the time of any preferred stock takedown, the Board (or pricing committee) would adopt a certificate of designations setting forth the terms of the new series, which would be filed with the Delaware Secretary of State prior to or concurrently with the closing of the offering.

C. Key Charter Provisions Relevant to the Shelf Registration

In addition to the authorized capital stock provisions described above, the Certificate of Incorporation contains a number of provisions that are relevant to the Shelf Registration Statement and to the Company's corporate governance more broadly. The key provisions are summarized below.

Purpose Clause. The Certificate includes a general corporate purpose clause permitting the Company to engage in any lawful act or activity for which corporations may be organized under the DGCL. This is the broadest permissible purpose clause under Delaware law and imposes no limitation on the types of business activities the Company may conduct or the types of securities it may issue.

Voting Rights. As noted above, each share of common stock is entitled to one vote on all matters submitted to a vote of the stockholders. There are no provisions for cumulative voting. The voting rights of any series of preferred stock, if and when issued, will be as established in the applicable certificate of designations for that series.

Dividends. Subject to the rights of any outstanding preferred stock (of which there is currently none), holders of common stock are entitled to receive dividends when and as declared by the Board of Directors out of funds legally available therefor. The Company currently pays a regular quarterly cash dividend of $0.22 per share of common stock ($0.88 per share on an annualized basis). Based on 214,600,000 shares of common stock outstanding, the aggregate annual dividend payout is approximately $188,848,000. The payment of dividends on common stock could be limited by the terms of any preferred stock issued in the future, depending on the dividend preferences established in the applicable certificate of designations, and could also be limited by covenants contained in the Company's existing debt agreements (see Section VIII below).

Liquidation Rights. In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Company, holders of common stock are entitled to receive pro rata distributions of the Company's remaining assets available for distribution, subject to the prior satisfaction of any liquidation preferences of outstanding preferred stock.

Director Liability Limitation. The Certificate includes a provision eliminating or limiting the personal liability of directors of the Company for monetary damages for breach of fiduciary duty to the fullest extent permitted by DGCL Section 102(b)(7). Under current Delaware law, this provision eliminates personal liability of directors for monetary damages except for (i) breach of the duty of loyalty, (ii) acts or omissions not in good faith or involving intentional misconduct or knowing violations of law, (iii) liability under DGCL Section 174 (relating to unlawful payment of dividends or unlawful stock purchases or redemptions), or (iv) transactions from which the director derived an improper personal benefit. This provision is standard for publicly traded Delaware corporations and is relevant to the disclosure of director and officer indemnification arrangements in the registration statement.

Anti-Takeover Provisions. We note that the Certificate may contain additional anti-takeover provisions, such as a classified board of directors, supermajority voting requirements for the removal of directors or for certain business combinations, or other provisions that could have the effect of delaying or preventing a change of control of the Company. Calderwood & Harkness LLP has requested that CRH confirm whether the Certificate includes any such provisions, including any classified board provision or any provision requiring supermajority stockholder approval for amendments to certain articles of the Certificate. This item is identified as an open diligence matter in Section X.A.10 below. The existence and nature of any anti-takeover provisions will need to be disclosed in the registration statement.

Forum Selection Clause. The Certificate includes a Delaware forum selection provision designating the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another state court or the federal courts located within the State of Delaware) as the exclusive forum for certain intra-corporate disputes, including derivative actions, actions for breach of fiduciary duty, actions arising under the DGCL, and actions governed by the internal affairs doctrine. We have requested that CRH confirm whether the Certificate or the Bylaws also contain a federal forum provision designating the federal district courts of the United States as the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended (the "Securities Act"). The presence or absence of a federal forum provision is relevant to the shelf registration and should be disclosed in the registration statement. This item is identified as an open diligence matter in Section X.A.11 below.

Amendment Provisions. The Certificate may be amended in accordance with the requirements of the DGCL, which generally requires approval by the Board of Directors and the affirmative vote of a majority of the outstanding shares entitled to vote thereon, unless the Certificate itself requires a higher vote for the amendment of certain provisions. As noted above, we have requested that CRH confirm whether any provisions of the Certificate require supermajority stockholder approval for amendment.

D. Sufficiency of Authorized but Unissued Shares

A critical component of the diligence review for the Shelf Registration Statement is the determination of whether the Company has a sufficient number of authorized but unissued shares of each class of stock to support the proposed registration.

Common Stock. The Certificate authorizes 500,000,000 shares of common stock. As of March 15, 2026, there were 214,600,000 shares of common stock issued and outstanding. On a preliminary basis, this results in 285,400,000 shares of common stock that are authorized but unissued (500,000,000 minus 214,600,000). However, this figure does not account for shares of common stock reserved for issuance under the Company's equity compensation plans (including shares subject to outstanding stock options, restricted stock units, performance share units, and shares available for future grants under such plans). Upon receipt of the Company's complete capitalization table and equity plan reserve data (which have been requested; see Section X.A.1 and X.A.2 below), we will recalculate the number of shares that are authorized but unissued and unreserved and available for issuance under the Shelf Registration Statement.

As a preliminary matter, even assuming a substantial equity compensation plan reserve, the availability of 285,400,000 unissued common shares (before plan reserves) appears adequate to support the common stock component of a $3 billion shelf registration. By way of illustration, at the closing price of $31.68 per share as of April 4, 2026, $3 billion of common stock would require approximately 94,696,970 shares. Even accounting for a significant plan reserve, the Company appears to have ample authorized shares. However, the precise number of shares to be registered on the Form S-3 will need to be confirmed in consultation with the Company's management and its underwriters, and the final calculation of available shares will depend on the complete capitalization data.

Preferred Stock. The Certificate authorizes 25,000,000 shares of preferred stock. No shares of preferred stock are currently issued or outstanding, and we are not aware of any shares of preferred stock that are reserved for issuance. Accordingly, the full authorized amount of 25,000,000 shares of preferred stock is available for issuance, including in connection with any preferred stock offering under the Shelf Registration Statement. Whether this amount is sufficient will depend on the terms (including the per-share liquidation preference) of any preferred stock series to be offered.

IV. AMENDED AND RESTATED BYLAWS

A. General. The second principal governing document reviewed for purposes of this memorandum is the Amended and Restated Bylaws of Cascade Retail Holdings Inc. (the "Bylaws"), a copy of which was provided by CRH's in-house legal team on April 22, 2026. The Bylaws were adopted by the Board of Directors and may be amended, altered, or repealed by the Board or by the stockholders of the Company, subject in each case to any supermajority requirements that may be contained in the Certificate of Incorporation (to be confirmed; see Section X.A.10 below). The Bylaws are consistent in form and substance with the bylaws of a publicly traded Delaware corporation listed on The Nasdaq Stock Market LLC.

B. Key Bylaw Provisions

The following provisions of the Bylaws are relevant to the Shelf Registration Statement and to the Company's corporate authority generally.

Board of Directors. The Bylaws provide for the management of the business and affairs of the Company by or under the direction of the Board of Directors. The current Board of Directors consists of eleven (11) members, of whom nine (9) are classified as independent under applicable listing rules of The Nasdaq Stock Market LLC. The number of directors is fixed by resolution of the Board and may be changed from time to time, subject to any provisions of the Certificate of Incorporation. The Bylaws set forth procedures for the election of directors, the filling of vacancies, and the removal of directors, each in accordance with the DGCL and the Certificate of Incorporation.

Board Committees. The Bylaws authorize the Board to designate one or more committees of the Board, each consisting of one or more directors, and to delegate to such committees such powers and authority as the Board may determine, subject to the limitations set forth in DGCL Section 141(c). Based on publicly available information, the Company's existing standing committees are expected to include the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. The specific composition and charters of these committees will be confirmed from the Company's most recent proxy statement and committee charters, which have been requested as part of the diligence process. The authority of the Board to delegate to committees is relevant to the Shelf Registration Statement because the Board will be asked to delegate authority to a pricing committee to approve the terms of specific takedown offerings, as described in greater detail in Section V below.

Officers. The Bylaws provide for the appointment of officers by the Board, including a Chief Executive Officer, a Chief Financial Officer, a General Counsel, a Corporate Secretary, and such other officers as the Board may from time to time determine. Officers serve at the pleasure of the Board and may be removed by the Board at any time, with or without cause. The current officers relevant to the Shelf Registration Statement are as follows:

Indemnification. The Bylaws include comprehensive indemnification provisions for directors and officers of the Company, providing indemnification to the fullest extent permitted by the DGCL. Specifically, the Bylaws provide for mandatory indemnification of any director or officer who is successful on the merits or otherwise in defense of any action, suit, or proceeding by reason of the fact that such person is or was a director or officer of the Company. In other circumstances, the Company may indemnify its directors and officers against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement, subject to a determination by the Board of Directors (or by independent legal counsel, or by the stockholders, as provided in the Bylaws) that the applicable standards for indemnification under the DGCL have been met. The Bylaws also provide for the advancement of expenses to directors and officers in connection with the defense of any action, suit, or proceeding, subject to an undertaking by the indemnitee to repay such amounts if it is ultimately determined that such person is not entitled to indemnification. These indemnification provisions are relevant to the disclosure of indemnification arrangements in the Shelf Registration Statement under Item 15 of Form S-3 and Regulation S-K Item 702.

Stockholder Meetings. The Bylaws contain provisions governing the conduct of annual and special meetings of stockholders, including provisions specifying the manner of giving notice, the establishment of a record date, and the conduct of business at such meetings. Calderwood & Harkness LLP has requested confirmation of whether the Bylaws (or the Certificate) grant stockholders the right to call special meetings of stockholders and, if so, the applicable ownership thresholds and procedural requirements. This item is identified as an open diligence matter in Section X below, although it is not directly relevant to the mechanics of the shelf filing.

Advance Notice Provisions. The Bylaws contain advance notice provisions for stockholder proposals and director nominations. These provisions require stockholders to provide timely written notice to the Corporate Secretary of the Company in advance of any annual meeting at which such stockholder intends to bring business or nominate candidates for election to the Board of Directors. The notice must contain specified information regarding the stockholder, the proposed business or nominees, and other matters. The specific notice windows and procedural requirements will be reviewed in detail for purposes of the corporate governance disclosure in the registration statement and the related prospectus. Advance notice provisions of this type are standard for publicly traded Delaware corporations and are designed to ensure orderly conduct of stockholder meetings and to provide the Board with adequate time to evaluate stockholder proposals and director nominations.

Quorum. The Bylaws provide that the holders of a majority of the outstanding shares of capital stock of the Company entitled to vote at a meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business at such meeting. In the absence of a quorum, the stockholders present may adjourn the meeting to another time or place without notice other than announcement at the meeting. The specific quorum provisions will be confirmed upon detailed review of the Bylaws (to be confirmed).

V. BOARD OF DIRECTORS — COMPOSITION AND GOVERNANCE

The Board of Directors of the Company currently consists of eleven (11) members, of whom nine (9) are classified as independent under the applicable listing rules of The Nasdaq Stock Market LLC. The names, terms, and committee assignments of the individual directors will be confirmed from the Company's most recent proxy statement (the definitive proxy statement filed with the SEC in connection with the Company's Annual Report on Form 10-K for FY2026 ended January 31, 2026) and from any subsequent current reports on Form 8-K disclosing changes in the composition of the Board.

Board Classification. A key item of diligence that remains to be confirmed is whether the Board of Directors is classified (i.e., divided into classes with staggered terms) or annually elected. If the Board is classified, this would have implications for the corporate governance disclosures in the Shelf Registration Statement and the related prospectus, as well as for the Company's susceptibility to certain activist or change-of-control scenarios. Classified boards are common among publicly traded companies but have come under increasing scrutiny from institutional investors and proxy advisory firms. We have requested confirmation of the Board's classification status from CRH (see Section X.A.5 below).

Delegation of Authority for Shelf Takedowns. For purposes of the Shelf Registration Statement, the Board of Directors will be asked to adopt resolutions at a Board meeting expected to be held in mid-May 2026 authorizing the following actions:

(a) the preparation, execution, and filing with the SEC of the Shelf Registration Statement on Form S-3, together with such amendments and post-effective amendments thereto as may be necessary or appropriate;

(b) the delegation to a pricing committee (the "Pricing Committee") of the authority to approve the specific terms, timing, and pricing of individual takedown offerings under the Shelf Registration Statement, including the determination of the type, amount, price, and other terms of the securities to be offered in each takedown;

(c) the execution and delivery of underwriting agreements, placement agency agreements, purchase agreements, and other offering-related agreements in connection with specific takedown offerings;

(d) the appointment of Meridian Trust Company, N.A. as trustee under any new indenture to be entered into in connection with offerings of debt securities under the shelf;

(e) the execution and filing of any certificates of designations establishing the terms of any series of preferred stock to be offered under the shelf; and

(f) the payment of SEC filing fees in connection with the Shelf Registration Statement, estimated at $459,300.00 based on the proposed aggregate offering amount of $3,000,000,000 and the current applicable fee rate.

The proposed composition of the Pricing Committee is the Chief Executive Officer, Franklin Alvarez, and the Chief Financial Officer, Marcus Cheng, together with any one independent director designated by the Board. The Bylaws, read together with DGCL Section 141(c), permit the Board to delegate authority to committees of the Board, provided that such committees consist of one or more directors. To the extent the proposed Pricing Committee includes non-director officers (such as the CEO and CFO), the resolutions will need to be structured to ensure that at least one director is a member of the committee and that the delegation complies with DGCL requirements. Alternatively, the Board may authorize the CEO and CFO to act together with one or more directors, rather than as a formal Board committee, with appropriate delegation of authority. Calderwood & Harkness LLP will advise on the optimal structuring of the delegation in connection with the preparation of the board resolutions.

VI. OUTSTANDING EQUITY SECURITIES

A. Common Stock

The Company's common stock is listed on The Nasdaq Stock Market LLC under the ticker symbol "CRHI." The following table summarizes key information regarding the Company's outstanding common stock as of the dates indicated:

The Company's public float value of approximately $5.9 billion significantly exceeds the $75 million threshold required for the use of Form S-3 for a primary offering of securities under General Instruction I.B.1 of Form S-3. Accordingly, the Company is eligible to use Form S-3 for a primary offering of securities in any amount and is not subject to the "baby shelf" limitations that would otherwise apply to issuers with a public float below $75 million (or above $75 million but below $250 million, for certain timing-related limitations).

The approximate 13.2% insider/affiliate ownership figure is derived from the Company's most recent proxy statement. This figure will be updated prior to filing to reflect any changes in insider ownership reported on Forms 3, 4, and 5, and Schedules 13D and 13G, filed with the SEC since the proxy statement date. The distinction between affiliate and non-affiliate shares is relevant for purposes of calculating the public float and for determining the resale limitations applicable to affiliate stockholders.

B. Preferred Stock

The Certificate of Incorporation authorizes the issuance of 25,000,000 shares of preferred stock, par value $0.01 per share. As of the date of this memorandum, no shares of preferred stock are issued or outstanding. We have requested that CRH confirm that no certificates of designations establishing the terms of any series of preferred stock are currently on file with the Delaware Secretary of State and that no shares of preferred stock have been previously issued and retired or cancelled. This item is identified as an open diligence matter below.

The absence of any outstanding preferred stock means that the holders of common stock are not currently subject to any preferential dividend or liquidation rights in favor of preferred stockholders, and that the full amount of authorized preferred stock is available for issuance in connection with any preferred stock offering under the Shelf Registration Statement.

C. Equity Compensation Plans

The Company is expected to maintain one or more equity incentive plans providing for the grant of stock options, restricted stock units ("RSUs"), performance share units ("PSUs"), and other equity-based awards to employees, directors, and consultants of the Company and its subsidiaries. The specific plans, the number of shares of common stock reserved for issuance under each plan, the number of shares subject to outstanding awards, and the number of shares available for future grants have been requested as part of the Diligence Request List and have not yet been received as of the date of this memorandum.

The equity compensation plan reserve is relevant to the calculation of authorized but unissued shares available for issuance under the Shelf Registration Statement. Shares reserved for issuance under equity compensation plans are generally treated as unavailable for other purposes, and the Company's S-3 disclosure will need to account for such reserves in the description of the Company's capital stock. Upon receipt of the requested plan data, we will update the share availability analysis set forth in Section III.D above.

In addition, the Company's equity incentive plans will need to be reviewed to determine whether any plan provisions could affect the Company's ability to issue shares in connection with the Shelf Registration Statement — for example, any "evergreen" or automatic increase provisions that could affect the number of shares reserved under the plans, or any provisions requiring stockholder approval for amendments to the plan share reserve.

D. Warrants and Other Convertible Securities

Calderwood & Harkness LLP has requested that CRH confirm whether any warrants, convertible notes, or other securities convertible into or exercisable for shares of common stock or preferred stock are currently outstanding. This inquiry is pending as of the date of this memorandum. The existence of any such convertible or exercisable securities would be relevant to the calculation of fully diluted shares outstanding, the calculation of authorized but unissued shares, and the description of the Company's capital stock in the Shelf Registration Statement. We have identified this as an open diligence item in Section X.A.3 below.

VII. MATERIAL SUBSIDIARY ORGANIZATIONAL DOCUMENTS

A. Overview. The Company has identified four material subsidiaries for purposes of the Shelf Registration Statement diligence. Organizational documents for each subsidiary have been requested and have been partially received. The following subsections summarize the review of the organizational documents received to date for each material subsidiary. Where documents or information remain outstanding, the applicable items are cross-referenced to the open diligence tracker in Section X below.

B. Cascade Retail Operating Company LLC

Key Observations. The LLC Agreement provides that CRH, as the sole member of Cascade Retail Operating Company LLC (the "Operating LLC"), has full and exclusive authority over the management, operations, and affairs of the Operating LLC. No third-party members or holders of economic interests have been identified in the LLC Agreement, and the Operating LLC appears to be a wholly owned subsidiary of CRH. The Operating LLC is structured as a manager-managed limited liability company, with officers appointed by CRH in its capacity as sole member. The officers of the Operating LLC mirror, in relevant respects, the officers of the parent company.

The Certificate of Formation of the Operating LLC is on file with the Delaware Secretary of State. An updated certificate of good standing from the Delaware Secretary of State will need to be obtained prior to the filing of the Shelf Registration Statement. This item is identified as an open diligence matter in Section IX below.

C. Cascade Digital Commerce Inc.

Key Observations. Cascade Digital Commerce Inc. ("Digital Commerce") is a Delaware corporation and a wholly owned subsidiary of CRH. The Certificate of Incorporation and Bylaws of Digital Commerce have been received and are under review. The authorized capital structure, current officers, and directors of Digital Commerce will be confirmed from the reviewed documents. We note that as a wholly owned subsidiary, the corporate governance of Digital Commerce is controlled by CRH as the sole stockholder. An updated certificate of good standing from the Delaware Secretary of State will need to be obtained prior to the filing of the Shelf Registration Statement.

D. CRH Distribution Services LLC

Key Observations. CRH Distribution Services LLC ("Distribution Services") is a Washington limited liability company. The Certificate of Formation and Operating Agreement have been received and are under review. A key item to be confirmed is the chain of ownership — specifically, whether Distribution Services is owned directly by CRH or indirectly through the Operating LLC or another intermediate subsidiary. The Company's organizational chart and subsidiary ownership structure will be confirmed upon receipt of the complete capitalization and subsidiary data. An updated certificate of good standing (or certificate of existence) from the Washington Secretary of State will need to be obtained prior to the filing of the Shelf Registration Statement.

E. Cascade Retail Canada ULC

Key Observations. Cascade Retail Canada ULC ("CRH Canada") is an unlimited liability company organized under the laws of the Province of British Columbia, Canada. The use of an unlimited liability company structure is commonly employed in cross-border transactions between U.S. parent companies and Canadian subsidiaries for tax planning purposes, as a ULC is typically treated as a disregarded entity (or, in certain circumstances, as a partnership) for U.S. federal income tax purposes, while being treated as a corporation under Canadian tax law. This structure allows for the "flow-through" of certain losses and income for U.S. tax purposes.

The Memorandum and Articles of CRH Canada have been received and are under review. The organizational documents reflect British Columbia corporate law requirements applicable to unlimited liability companies. As with Distribution Services, the chain of ownership will be confirmed — specifically, whether CRH Canada is owned directly by CRH or indirectly through an intermediate subsidiary. A good-standing or status certificate (or equivalent certificate of compliance) from the British Columbia Registrar of Companies will need to be obtained prior to the filing of the Shelf Registration Statement.

CRH Canada's Canadian operations may give rise to certain cross-border regulatory considerations. However, for purposes of a U.S. shelf registration statement, these considerations are expected to be limited principally to disclosure requirements — specifically, the requirement to describe the Company's Canadian operations and to disclose any material risks associated with cross-border operations in the prospectus and any applicable prospectus supplements.

VIII. EXISTING DEBT INSTRUMENTS — RELEVANCE TO CORPORATE AUTHORITY

A. Revolving Credit Facility

The Company maintains a $1,500,000,000 senior secured revolving credit facility (the "Credit Facility") with Northgate Capital Bank, N.A. (100 Federal Street, Suite 3600, Boston, MA 02110) acting as administrative agent (the "Credit Agreement"). The Credit Facility matures on August 15, 2029. As of the most recently available reporting date, approximately $430,000,000 was drawn under the Credit Facility, leaving approximately $1,070,000,000 of available borrowing capacity (subject to borrowing base limitations, if any, and compliance with applicable covenants).

The Credit Agreement may contain affirmative and negative covenants that are relevant to the Company's ability to issue additional debt securities or incur additional indebtedness under the Shelf Registration Statement. Typical covenants in a revolving credit facility for a company of this size and credit profile may include limitations on additional indebtedness, liens, restricted payments (including dividends), asset dispositions, affiliate transactions, and fundamental changes, as well as financial maintenance covenants such as a minimum interest coverage ratio and/or a maximum total leverage ratio.

A full copy of the Credit Agreement, including all amendments, waivers, joinders, and recent compliance certificates, has been requested from CRH but has not yet been received as of the date of this memorandum. Upon receipt, Calderwood & Harkness LLP will prepare a separate analysis of the covenants and restrictions that may affect the Company's ability to issue additional securities under the shelf. This analysis will address, among other things, whether the issuance of debt securities under the shelf would constitute "permitted indebtedness" under the Credit Agreement or would require a waiver or amendment.

B. Outstanding Senior Notes

The Company has the following series of senior notes outstanding:

4.250% Senior Notes due 2031. $750,000,000 aggregate principal amount outstanding. The notes were issued under an indenture dated as of the original issuance date (the "2031 Notes Indenture") between the Company, as issuer, and Meridian Trust Company, N.A. (6201 15th Avenue, Brooklyn, NY 11219), as trustee.

5.125% Senior Notes due 2034. $500,000,000 aggregate principal amount outstanding. The notes were issued under a separate indenture dated as of the original issuance date (the "2034 Notes Indenture" and, together with the 2031 Notes Indenture, the "Existing Indentures") between the Company, as issuer, and Meridian Trust Company, N.A., as trustee.

The Existing Indentures may contain covenants and restrictions that are relevant to the Company's ability to issue additional debt securities under the Shelf Registration Statement. Typical covenants in investment-grade indentures may include limitations on liens, sale-leaseback transactions, and consolidations, mergers, and asset sales, as well as certain additional covenants that may vary depending on the specific terms negotiated at the time of issuance. Unlike high-yield indentures, investment-grade indentures typically do not contain incurrence-based debt covenants that would directly limit the Company's ability to incur additional indebtedness. However, this will need to be confirmed upon receipt and review of the complete Existing Indentures.

Full copies of both Existing Indentures, including all supplemental indentures, have been requested from CRH but have not yet been received as of the date of this memorandum. Upon receipt, Calderwood & Harkness LLP will prepare a separate analysis of the applicable covenants.

If debt securities are offered under the Shelf Registration Statement, a new base indenture (or a supplemental indenture to an existing base indenture) will be required. The draft board resolutions contemplate the appointment of Meridian Trust Company, N.A. as trustee under any new indenture, which is consistent with the Company's existing relationship with Meridian Trust as trustee under the Existing Indentures.

C. Total Debt and Leverage

The following table summarizes the Company's debt capitalization and leverage metrics as of January 31, 2026, based on publicly available financial data from the Company's Annual Report on Form 10-K for FY2026:

The Company's leverage ratio of 1.38× Net Debt / Adjusted EBITDA is conservative and well within the range typically associated with investment-grade credit profiles. The Company maintains investment-grade credit ratings from two nationally recognized rating agencies:

• Clearfield Rating Services Inc.: BBB (stable outlook), assigned February 2025

• Atlas Rating Group LLC: Baa2 (stable outlook), assigned March 2025

The investment-grade credit ratings are relevant to the Shelf Registration Statement in several respects: (i) they support the Company's ability to access the debt capital markets on favorable terms; (ii) they may affect the availability of certain exceptions and baskets under the Company's existing debt covenants; and (iii) they will be disclosed in the prospectus and prospectus supplements in connection with any offerings of debt securities under the shelf.

IX. GOOD-STANDING CERTIFICATES AND STATE FILINGS

CRH is incorporated in the State of Delaware and is expected to be in good standing with the Delaware Secretary of State. Updated certificates of good standing (or certificates of existence, status, or compliance, as applicable) will be required for CRH and each of its material subsidiaries in connection with the filing of the Shelf Registration Statement and the delivery of legal opinions. The following certificates will need to be obtained:

Good-standing certificates should be dated no more than ten (10) business days prior to the filing date of the Shelf Registration Statement. Based on the current target filing date of May 26, 2026, good-standing certificates should be ordered no earlier than approximately May 12, 2026, and should be requested on an expedited basis to ensure timely receipt. Calderwood & Harkness LLP will coordinate with CRH's in-house team and registered agents to ensure timely ordering and delivery of all required certificates.

In addition, Calderwood & Harkness LLP recommends that the Company confirm with its Delaware registered agent, National Registered Agents of Delaware, Inc., 160 Greentree Drive, Suite 101, Dover, DE 19904, that CRH's registered agent appointment is current and in good standing and that NRAD has not received any process or correspondence that would indicate any pending issue with the Company's Delaware filing status. This confirmation should be obtained in advance of the filing date.

For the British Columbia certificate for CRH Canada, the process for obtaining a status certificate or certificate of compliance from the British Columbia Registrar of Companies may differ from the U.S. process and may require additional lead time. Calderwood & Harkness LLP will work with CRH's Canadian counsel to ensure that the appropriate certificate is obtained on a timely basis.

X. OPEN DILIGENCE ITEMS AND RECOMMENDATIONS

A. Documents and Information Still Outstanding

The following documents and information have been requested from CRH's in-house legal team pursuant to the Diligence Request List dated April 21, 2026, and have not yet been received or confirmed as of the date of this memorandum. Each item is cross-referenced to the applicable section of this memorandum and to the corresponding item number on the Diligence Request List.

1. Complete Capitalization Table. (See Sections III.D, VI.A, VI.C) A full capitalization table as of a recent date (preferably as of the most recent fiscal quarter-end or a more recent date), including: (a) shares of common stock outstanding; (b) shares of common stock reserved for issuance under equity compensation plans; (c) shares of common stock subject to outstanding stock options, restricted stock units, and performance share units; (d) shares of common stock available for future grants under equity compensation plans; and (e) any other commitments, reservations, or encumbrances on authorized shares.

2. Equity Compensation Plan Documents. (See Section VI.C) Copies of all equity incentive plans currently maintained by the Company, including the plan documents, forms of award agreements (option agreements, RSU agreements, PSU agreements), and the most recent plan summary or annual equity plan data (including the total share reserve and shares available for future grant under each plan).

3. Warrants and Convertible Securities. (See Section VI.D) Confirmation of whether any warrants, convertible notes, or other securities convertible into or exercisable for shares of common stock or preferred stock of the Company are currently outstanding, and if so, copies of the applicable instruments.

4. Most Recent Certificate of Incorporation Amendments. (See Section III.A) Confirmation of the date and substance of the most recent amendment to the Amended and Restated Certificate of Incorporation, together with copies of all certificates of amendment filed with the Delaware Secretary of State since the most recent restatement.

5. Board Classification. (See Section V) Confirmation of whether the Board of Directors is classified (divided into classes with staggered terms) or annually elected, and if classified, the current composition of each class and the expiration date of each class's term.

6. Credit Agreement (Complete Copy). (See Section VIII.A) A full copy of the $1,500,000,000 senior secured revolving credit agreement with Northgate Capital Bank, N.A. as administrative agent, including all amendments, restatements, waivers, joinders, and the most recent compliance certificates.

7. Existing Indentures (Complete Copies). (See Section VIII.B) Full copies of the indentures governing the 4.250% Senior Notes due 2031 and the 5.125% Senior Notes due 2034, respectively, including all supplemental indentures, officers' certificates, and opinions of counsel delivered in connection with the original issuances.

8. Board and Committee Minutes. (See Section V) Minutes of meetings of the Board of Directors and each standing committee for the three most recent fiscal years (FY2024, FY2025, and FY2026, ended January 31, 2024, January 31, 2025, and January 31, 2026, respectively), as well as any written consents of the Board or committees adopted during such periods. These minutes will be reviewed to confirm proper corporate governance, identify any prior authorizations relevant to the shelf, and identify any material transactions or events that should be disclosed in the registration statement.

9. Subsidiary Organizational Documents — Complete Set. (See Section VII) Confirmation that all organizational documents for each material subsidiary have been provided in their current, complete form. In particular: (a) confirmation of the chain of ownership for CRH Distribution Services LLC (whether directly owned by CRH or indirectly through Cascade Retail Operating Company LLC or another intermediate entity); and (b) confirmation of the chain of ownership for Cascade Retail Canada ULC (whether directly owned by CRH or indirectly through an intermediate subsidiary). A complete organizational chart reflecting the Company's corporate structure and subsidiary ownership would be helpful.

10. Anti-Takeover Provisions. (See Section III.C) Confirmation of whether the Certificate of Incorporation or the Bylaws contain any of the following anti-takeover provisions: (a) a stockholder rights plan (commonly known as a "poison pill"); (b) supermajority voting requirements for the removal of directors, the amendment of certain provisions of the Certificate or Bylaws, or the approval of certain business combinations; (c) a fair price provision; (d) restrictions on the ability of stockholders to call special meetings; or (e) any other provisions that could have the effect of delaying, deferring, or preventing a change in control of the Company.

11. Forum Selection Clause. (See Section III.C) Confirmation of whether the Certificate of Incorporation or the Bylaws contain a federal forum provision designating the federal district courts of the United States as the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. The U.S. Supreme Court's decision in Salzberg v. Sciabacucchi, 227 A.3d 102 (Del. 2020), upheld the enforceability of such provisions under Delaware law, and many publicly traded Delaware corporations have adopted federal forum provisions in recent years. The presence or absence of such a provision is relevant to the shelf registration and should be disclosed in the registration statement.

B. Recommended Actions Before Filing

Based on the preliminary diligence review conducted to date, Calderwood & Harkness LLP recommends the following actions in advance of the targeted filing date of May 26, 2026:

1. Order Good-Standing Certificates. Good-standing certificates (or equivalent status certificates) for CRH and all four material subsidiaries should be ordered to be dated on or after approximately May 12, 2026, so that they are no more than ten (10) business days old as of the target filing date of May 26, 2026. As noted in Section IX above, the British Columbia certificate for CRH Canada may require additional lead time and should be coordinated through the Company's Canadian counsel. Calderwood & Harkness LLP will coordinate with the Company's registered agents and outside counsel to ensure timely ordering and delivery.

2. Board Resolutions. Draft board resolutions authorizing the Shelf Registration Statement should be prepared by Calderwood & Harkness LLP and circulated to CRH's in-house legal team and the Board of Directors for review in advance of a Board meeting expected to be held in mid-May 2026. The resolutions will need to authorize:

(a) the preparation, execution, and filing with the SEC of the Form S-3 Shelf Registration Statement, together with all exhibits, amendments, and post-effective amendments;

(b) the delegation of authority to the Pricing Committee (proposed composition: CEO Franklin Alvarez, CFO Marcus Cheng, and one independent director to be designated) to approve the terms, timing, and pricing of specific takedown offerings under the shelf;

(c) the execution and delivery of underwriting agreements, purchase agreements, placement agency agreements, and other transaction documents in connection with specific takedown offerings;

(d) the appointment of Meridian Trust Company, N.A. as trustee under any new indenture or supplemental indenture to be entered into in connection with offerings of debt securities under the shelf;

(e) the authorization and issuance of shares of common stock, preferred stock (including the filing of certificates of designations), debt securities, warrants, depositary shares, purchase contracts, units, and other securities, in each case as may be offered under the shelf; and

(f) the payment of SEC filing fees in connection with the Shelf Registration Statement, currently estimated at approximately $459,300.00 based on the proposed aggregate offering amount of $3,000,000,000 and the applicable fee rate under Section 6(b) of the Securities Act.

3. Secretary's Certificate. A secretary's certificate should be prepared in final form for execution by Diane Kowalski, Executive Vice President, General Counsel & Corporate Secretary of the Company, certifying as to the incumbency of the Company's officers, the adoption of the authorizing resolutions by the Board of Directors, and the authenticity and current effectiveness of the Company's organizational documents (Certificate of Incorporation and Bylaws). The secretary's certificate will be delivered to Calderwood & Harkness LLP at or prior to the filing of the Shelf Registration Statement and will be relied upon in connection with the delivery of legal opinions.

4. Covenant Review. Upon receipt of the complete Credit Agreement and the Existing Indentures, Calderwood & Harkness LLP will prepare a separate memorandum analyzing the covenants and restrictions contained therein that may affect the Company's ability to issue additional securities (particularly debt securities) under the Shelf Registration Statement. This analysis will address, among other things:

(a) whether the issuance of additional debt securities constitutes "permitted indebtedness" under the Credit Agreement and the Existing Indentures;

(b) the availability of any applicable baskets or exceptions for additional indebtedness;

(d) any restrictions on restricted payments (including dividends) that could affect the terms of any preferred stock offering; and

(e) any change-of-control or ratings-related provisions that could be triggered by the filing of the shelf or the issuance of securities thereunder.

5. Confirm Registered Agent Status. Calderwood & Harkness LLP recommends that the Company confirm with National Registered Agents of Delaware, Inc. ("NRAD") that CRH's registered agent appointment remains current and in good standing. This confirmation should be obtained in writing and should confirm that NRAD has not received any service of process, tax notices, or other correspondence from the Delaware Secretary of State that would indicate any issue with the Company's Delaware filing status or tax standing.

XI. PRELIMINARY CONCLUSION

Based on the documents reviewed to date and subject to the receipt and review of the outstanding diligence items identified in Section X above, Calderwood & Harkness LLP sets forth the following preliminary conclusions:

Corporate Organization. CRH appears to be duly organized and validly existing as a corporation under the laws of the State of Delaware, having been incorporated on September 14, 2001, under Delaware File Number 3487201. The Company's Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws appear to be in proper form and consistent with Delaware law and current corporate governance practice for publicly traded companies.

Authorized Capital. The Company's authorized capital stock appears to be sufficient to support the proposed Shelf Registration Statement covering up to $3,000,000,000 in aggregate offering amount of securities. Specifically:

• Common Stock: 500,000,000 shares authorized; 214,600,000 shares outstanding as of March 15, 2026; approximately 285,400,000 shares authorized but unissued (subject to reduction for shares reserved under equity compensation plans, the extent of which is to be confirmed).

• Preferred Stock: 25,000,000 shares authorized; no shares currently issued or outstanding; full authorized amount available for issuance. The Certificate's blank check preferred stock authority enables the Board to establish the terms of any new series of preferred stock at the time of a takedown offering without a separate stockholder vote.

Board Delegation. The DGCL and CRH's organizational documents (specifically, the Bylaws, read together with DGCL Section 141(c)) permit the Board of Directors to delegate authority to a pricing committee for purposes of approving the specific terms, timing, and pricing of individual takedown offerings under the Shelf Registration Statement. The board resolutions to be adopted in mid-May 2026 will formalize this delegation.

Material Subsidiaries. Organizational documents for each of the four material subsidiaries (Cascade Retail Operating Company LLC, Cascade Digital Commerce Inc., CRH Distribution Services LLC, and Cascade Retail Canada ULC) have been received in preliminary form and appear to be generally consistent with the Company's disclosed corporate structure. The specific chain of ownership for CRH Distribution Services LLC and Cascade Retail Canada ULC remains to be confirmed. Good-standing certificates for all material subsidiaries will be obtained prior to filing.

Debt Instruments. The Company maintains a conservative debt capitalization, with total debt of approximately $2.18 billion, net debt of approximately $1.57 billion, and a net debt / adjusted EBITDA ratio of 1.38×. The Company holds investment-grade credit ratings from two nationally recognized rating agencies. The covenants and restrictions contained in the Credit Agreement and the Existing Indentures remain to be reviewed upon receipt of the complete documents.

Next Steps. This memorandum will be updated upon receipt of the outstanding diligence items identified in Section X above. A follow-up memorandum addressing covenant compliance under the revolving credit facility and the Existing Indentures will be prepared separately once complete copies of those instruments are received and reviewed. In the interim, Calderwood & Harkness LLP will commence preparation of draft board resolutions and the secretary's certificate, and will coordinate with the Company's in-house team regarding the ordering of good-standing certificates and the scheduling of the Board meeting for mid-May 2026.

XII. EXHIBIT LIST

Exhibit A — List of Documents Reviewed

The following documents were provided by CRH's in-house legal team and reviewed (in whole or in part) by Calderwood & Harkness LLP in connection with the preparation of this memorandum. All documents were received via the Calderwood & Harkness secure virtual data room (Project "Cascadia") between April 22 and April 24, 2026.

Note: This list does not include publicly available SEC filings accessed through the EDGAR system, except as specifically noted above. Additional documents will be added to this list as they are received and reviewed.

Exhibit B — Outstanding Diligence Items Tracker

The following items remain outstanding as of April 25, 2026, and are cross-referenced to the applicable item numbers on the Diligence Request List dated April 21, 2026, and to the applicable sections of this memorandum.

This tracker will be updated on a rolling basis as items are received and reviewed. Please direct any questions regarding outstanding items to Claire Dempsey (cdempsey@calderwoodharkness.com) or Eric Johannsen (ejohannsen@calderwoodharkness.com).

•

This memorandum is an internal work product o

MEMORANDUM
PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT
To: Robert Adeyemi, Responsible Partner Jennifer Kwon, Billing Partner
From: Claire Dempsey, Working Associate (prepared by) Eric Johannsen, Lead Associate (reviewed by)
Date: April 25, 2026
Re: Cascade Retail Holdings Inc. — Preliminary Corporate Authority & Charter Diligence Review in Connection with Proposed Universal Shelf Registration Statement on Form S-3
Matter No.: 1038-00003
Billing Partner Code: JKW-2026-0406
I. PURPOSE AND SCOPE
This memorandum summarizes the results of Calderwood & Harkness LLP's preliminary review of the organizational documents, corporate authority, and charter provisions of Cascade Retail Holdings Inc. ("CRH" or the "Company") and its material subsidiaries, undertaken in connection with the Company's proposed filing of a new universal shelf registration statement on Form S-3 with the Securities and Exchange Commission (the "SEC") covering up to $3,000,000,000 in aggregate offering amount of securities (the "Shelf Registration Statement"). The Shelf Registration Statement is expected to register common stock, preferred stock, debt securities, depositary shares, warrants, purchase contracts, units, and such other securities as may be described in the registration statement and related prospectus and prospectus supplements.
This review was conducted pursuant to the preliminary diligence request list delivered by Calderwood & Harkness LLP to Anya Petrova, Vice President, Deputy General Counsel — Securities & Corporate Governance, of the Company, on April 21, 2026 (the "Diligence Request List"). Documents reviewed were provided by the CRH in-house legal team between April 22 and April 24, 2026, by means of uploads to the Calderwood & Harkness secure virtual data room (Project "Cascadia," Room ID SC-20260421-CRH). This memorandum reflects documents received and reviewed as of April 25, 2026, and should be understood as preliminary in nature. Certain diligence items remain outstanding, as described in greater detail in Section X below.
The scope of this memorandum addresses the following principal areas:
(a) the Company's Amended and Restated Certificate of Incorporation and authorized capital stock;
(b) the Company's Amended and Restated Bylaws;
(c) board of directors composition and corporate governance matters;
(d) outstanding equity securities and equity compensation plans;
(e) the Company's registered agent and state of incorporation;
(f) material subsidiary organizational documents; and
(g) open diligence items and recommendations for actions to be taken before the filing of the Shelf Registration Statement.
This memorandum also addresses, in a preliminary manner, certain existing debt instruments of the Company that may be relevant to corporate authority and covenant compliance considerations in connection with the Shelf Registration Statement, although a more detailed covenant compliance analysis will be prepared separately upon receipt of complete copies of the applicable agreements.
This memorandum is an internal work product of Calderwood & Harkness LLP prepared solely for purposes of legal diligence in connection with the Shelf Registration Statement. It does not constitute a legal opinion and should not be relied upon as such by any person. The conclusions expressed herein are preliminary and subject to revision upon completion of the outstanding diligence items and receipt of additional information from the Company. Nothing in this memorandum is intended to create or should be construed as creating an attorney-client relationship with any person other than CRH.
II. ISSUER OVERVIEW
Set forth below is a summary of key identifying information regarding the Company, based on publicly available filings with the SEC and information provided by CRH's in-house legal team.
CRH is a well-known omni-channel retailer with a significant domestic brick-and-mortar presence and a growing e-commerce business. The Company's Canadian operations are conducted through Cascade Retail Canada ULC, an unlimited liability company organized under the laws of British Columbia, Canada. The Company's core domestic retail and e-commerce operations are conducted through its primary operating subsidiary, Cascade Retail Operating Company LLC, a Delaware limited liability company. The Company also maintains a separate subsidiary, Cascade Digital Commerce Inc., a Delaware corporation, for the operation of its digital commerce platform and related technology infrastructure, as well as CRH Distribution Services LLC, a Washington limited liability company, for warehousing and logistics operations.
The Company has been a reporting company under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since its initial public offering in 2004 and files annual, quarterly, and current reports with the SEC. The Company's most recent Annual Report on Form 10-K was filed for the fiscal year ended January 31, 2026 ("FY2026"). The Company previously had an effective universal shelf registration statement on Form S-3 (File No. 333-248710), which expired in accordance with its terms. The proposed new Shelf Registration Statement is intended to replace the expired shelf and provide the Company with continued flexibility to access the public capital markets for common stock, preferred stock, debt securities, and other securities.
III. AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
A. General.  The principal governing document reviewed for purposes of this memorandum is the Amended and Restated Certificate of Incorporation of Cascade Retail Holdings Inc. (the "Certificate of Incorporation" or "Certificate"), a copy of which was provided by CRH's in-house legal team on April 22, 2026. The Certificate of Incorporation was originally filed with the Secretary of State of the State of Delaware on September 14, 2001, under Delaware File Number 3487201, in connection with the Company's initial incorporation.
The Certificate has been amended and restated from time to time since its original filing. The copy provided to Calderwood & Harkness LLP appears to reflect the Certificate as currently in effect, incorporating all amendments adopted by the Company's stockholders through the most recent amendment. However, the precise date and substance of the most recent amendment to the Certificate remain to be confirmed by the Company. We have requested that CRH provide documentation confirming the history of all amendments to the Certificate, including the date of each amendment and a summary of the changes effected thereby. This item is identified as an open diligence matter in Section X.A.4 below.
The Company is governed by the Delaware General Corporation Law, Title 8 of the Delaware Code (the "DGCL"). As a Delaware corporation, CRH is subject to, among other things, the provisions of DGCL Section 102 (regarding contents of the certificate of incorporation), DGCL Section 109 (regarding bylaws), DGCL Section 141 (regarding powers of the board of directors), and DGCL Section 242 (regarding amendments to the certificate of incorporation). The Company's Certificate of Incorporation contains provisions that are generally consistent with current Delaware corporate governance practice for publicly traded companies, as described in greater detail below.
B. Authorized Capital Stock
The Certificate of Incorporation authorizes the Company to issue the following classes and amounts of capital stock:
Common Stock. The Certificate authorizes the issuance of 500,000,000 shares of common stock, par value $0.01 per share. Each share of common stock is entitled to one vote on all matters submitted to a vote of the stockholders of the Company. The common stock is the only class of equity securities of the Company currently outstanding. As of March 15, 2026, there were 214,600,000 shares of common stock issued and outstanding.
Preferred Stock. The Certificate authorizes the issuance of 25,000,000 shares of preferred stock, par value $0.01 per share. As of the date of this memorandum, no shares of preferred stock are issued or outstanding, and no certificates of designations establishing the terms of any series of preferred stock are currently on file with the Delaware Secretary of State (to be confirmed by CRH).
The Certificate grants the Board of Directors of the Company the authority, without further action by the stockholders, to issue shares of preferred stock in one or more series and to fix the designations, powers, preferences, rights, qualifications, limitations, and restrictions of each such series, including, without limitation, the dividend rate, conversion rights, redemption provisions, liquidation preferences, sinking fund provisions, and voting rights. This authority is commonly referred to as "blank check" preferred stock authority and is a standard feature of certificates of incorporation for publicly traded Delaware corporations.
The blank check preferred stock authority is of particular importance in the context of the Shelf Registration Statement, as it enables the Board of Directors (or a duly authorized committee thereof) to establish the specific terms of any series of preferred stock at the time of a takedown offering under the shelf, without the need to seek a separate stockholder vote to approve the terms of such series. This provides the Company with significant flexibility to respond to market conditions and investor demand when pricing and structuring a preferred stock offering. At the time of any preferred stock takedown, the Board (or pricing committee) would adopt a certificate of designations setting forth the terms of the new series, which would be filed with the Delaware Secretary of State prior to or concurrently with the closing of the offering.
C. Key Charter Provisions Relevant to the Shelf Registration
In addition to the authorized capital stock provisions described above, the Certificate of Incorporation contains a number of provisions that are relevant to the Shelf Registration Statement and to the Company's corporate governance more broadly. The key provisions are summarized below.
Purpose Clause. The Certificate includes a general corporate purpose clause permitting the Company to engage in any lawful act or activity for which corporations may be organized under the DGCL. This is the broadest permissible purpose clause under Delaware law and imposes no limitation on the types of business activities the Company may conduct or the types of securities it may issue.
Voting Rights. As noted above, each share of common stock is entitled to one vote on all matters submitted to a vote of the stockholders. There are no provisions for cumulative voting. The voting rights of any series of preferred stock, if and when issued, will be as established in the applicable certificate of designations for that series.
Dividends. Subject to the rights of any outstanding preferred stock (of which there is currently none), holders of common stock are entitled to receive dividends when and as declared by the Board of Directors out of funds legally available therefor. The Company currently pays a regular quarterly cash dividend of $0.22 per share of common stock ($0.88 per share on an annualized basis). Based on 214,600,000 shares of common stock outstanding, the aggregate annual dividend payout is approximately $188,848,000. The payment of dividends on common stock could be limited by the terms of any preferred stock issued in the future, depending on the dividend preferences established in the applicable certificate of designations, and could also be limited by covenants contained in the Company's existing debt agreements (see Section VIII below).
Liquidation Rights. In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Company, holders of common stock are entitled to receive pro rata distributions of the Company's remaining assets available for distribution, subject to the prior satisfaction of any liquidation preferences of outstanding preferred stock.
Director Liability Limitation. The Certificate includes a provision eliminating or limiting the personal liability of directors of the Company for monetary damages for breach of fiduciary duty to the fullest extent permitted by DGCL Section 102(b)(7). Under current Delaware law, this provision eliminates personal liability of directors for monetary damages except for (i) breach of the duty of loyalty, (ii) acts or omissions not in good faith or involving intentional misconduct or knowing violations of law, (iii) liability under DGCL Section 174 (relating to unlawful payment of dividends or unlawful stock purchases or redemptions), or (iv) transactions from which the director derived an improper personal benefit. This provision is standard for publicly traded Delaware corporations and is relevant to the disclosure of director and officer indemnification arrangements in the registration statement.
Anti-Takeover Provisions. We note that the Certificate may contain additional anti-takeover provisions, such as a classified board of directors, supermajority voting requirements for the removal of directors or for certain business combinations, or other provisions that could have the effect of delaying or preventing a change of control of the Company. Calderwood & Harkness LLP has requested that CRH confirm whether the Certificate includes any such provisions, including any classified board provision or any provision requiring supermajority stockholder approval for amendments to certain articles of the Certificate. This item is identified as an open diligence matter in Section X.A.10 below. The existence and nature of any anti-takeover provisions will need to be disclosed in the registration statement.
Forum Selection Clause. The Certificate includes a Delaware forum selection provision designating the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another state court or the federal courts located within the State of Delaware) as the exclusive forum for certain intra-corporate disputes, including derivative actions, actions for breach of fiduciary duty, actions arising under the DGCL, and actions governed by the internal affairs doctrine. We have requested that CRH confirm whether the Certificate or the Bylaws also contain a federal forum provision designating the federal district courts of the United States as the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended (the "Securities Act"). The presence or absence of a federal forum provision is relevant to the shelf registration and should be disclosed in the registration statement. This item is identified as an open diligence matter in Section X.A.11 below.
Amendment Provisions. The Certificate may be amended in accordance with the requirements of the DGCL, which generally requires approval by the Board of Directors and the affirmative vote of a majority of the outstanding shares entitled to vote thereon, unless the Certificate itself requires a higher vote for the amendment of certain provisions. As noted above, we have requested that CRH confirm whether any provisions of the Certificate require supermajority stockholder approval for amendment.
D. Sufficiency of Authorized but Unissued Shares
A critical component of the diligence review for the Shelf Registration Statement is the determination of whether the Company has a sufficient number of authorized but unissued shares of each class of stock to support the proposed registration.
Common Stock. The Certificate authorizes 500,000,000 shares of common stock. As of March 15, 2026, there were 214,600,000 shares of common stock issued and outstanding. On a preliminary basis, this results in 285,400,000 shares of common stock that are authorized but unissued (500,000,000 minus 214,600,000). However, this figure does not account for shares of common stock reserved for issuance under the Company's equity compensation plans (including shares subject to outstanding stock options, restricted stock units, performance share units, and shares available for future grants under such plans). Upon receipt of the Company's complete capitalization table and equity plan reserve data (which have been requested; see Section X.A.1 and X.A.2 below), we will recalculate the number of shares that are authorized but unissued and unreserved and available for issuance under the Shelf Registration Statement.
As a preliminary matter, even assuming a substantial equity compensation plan reserve, the availability of 285,400,000 unissued common shares (before plan reserves) appears adequate to support the common stock component of a $3 billion shelf registration. By way of illustration, at the closing price of $31.68 per share as of April 4, 2026, $3 billion of common stock would require approximately 94,696,970 shares. Even accounting for a significant plan reserve, the Company appears to have ample authorized shares. However, the precise number of shares to be registered on the Form S-3 will need to be confirmed in consultation with the Company's management and its underwriters, and the final calculation of available shares will depend on the complete capitalization data.
Preferred Stock. The Certificate authorizes 25,000,000 shares of preferred stock. No shares of preferred stock are currently issued or outstanding, and we are not aware of any shares of preferred stock that are reserved for issuance. Accordingly, the full authorized amount of 25,000,000 shares of preferred stock is available for issuance, including in connection with any preferred stock offering under the Shelf Registration Statement. Whether this amount is sufficient will depend on the terms (including the per-share liquidation preference) of any preferred stock series to be offered.
IV. AMENDED AND RESTATED BYLAWS
A. General.  The second principal governing document reviewed for purposes of this memorandum is the Amended and Restated Bylaws of Cascade Retail Holdings Inc. (the "Bylaws"), a copy of which was provided by CRH's in-house legal team on April 22, 2026. The Bylaws were adopted by the Board of Directors and may be amended, altered, or repealed by the Board or by the stockholders of the Company, subject in each case to any supermajority requirements that may be contained in the Certificate of Incorporation (to be confirmed; see Section X.A.10 below). The Bylaws are consistent in form and substance with the bylaws of a publicly traded Delaware corporation listed on The Nasdaq Stock Market LLC.
B. Key Bylaw Provisions
The following provisions of the Bylaws are relevant to the Shelf Registration Statement and to the Company's corporate authority generally.
Board of Directors. The Bylaws provide for the management of the business and affairs of the Company by or under the direction of the Board of Directors. The current Board of Directors consists of eleven (11) members, of whom nine (9) are classified as independent under applicable listing rules of The Nasdaq Stock Market LLC. The number of directors is fixed by resolution of the Board and may be changed from time to time, subject to any provisions of the Certificate of Incorporation. The Bylaws set forth procedures for the election of directors, the filling of vacancies, and the removal of directors, each in accordance with the DGCL and the Certificate of Incorporation.
Board Committees. The Bylaws authorize the Board to designate one or more committees of the Board, each consisting of one or more directors, and to delegate to such committees such powers and authority as the Board may determine, subject to the limitations set forth in DGCL Section 141(c). Based on publicly available information, the Company's existing standing committees are expected to include the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. The specific composition and charters of these committees will be confirmed from the Company's most recent proxy statement and committee charters, which have been requested as part of the diligence process. The authority of the Board to delegate to committees is relevant to the Shelf Registration Statement because the Board will be asked to delegate authority to a pricing committee to approve the terms of specific takedown offerings, as described in greater detail in Section V below.
Officers. The Bylaws provide for the appointment of officers by the Board, including a Chief Executive Officer, a Chief Financial Officer, a General Counsel, a Corporate Secretary, and such other officers as the Board may from time to time determine. Officers serve at the pleasure of the Board and may be removed by the Board at any time, with or without cause. The current officers relevant to the Shelf Registration Statement are as follows:
Indemnification. The Bylaws include comprehensive indemnification provisions for directors and officers of the Company, providing indemnification to the fullest extent permitted by the DGCL. Specifically, the Bylaws provide for mandatory indemnification of any director or officer who is successful on the merits or otherwise in defense of any action, suit, or proceeding by reason of the fact that such person is or was a director or officer of the Company. In other circumstances, the Company may indemnify its directors and officers against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement, subject to a determination by the Board of Directors (or by independent legal counsel, or by the stockholders, as provided in the Bylaws) that the applicable standards for indemnification under the DGCL have been met. The Bylaws also provide for the advancement of expenses to directors and officers in connection with the defense of any action, suit, or proceeding, subject to an undertaking by the indemnitee to repay such amounts if it is ultimately determined that such person is not entitled to indemnification. These indemnification provisions are relevant to the disclosure of indemnification arrangements in the Shelf Registration Statement under Item 15 of Form S-3 and Regulation S-K Item 702.
Stockholder Meetings. The Bylaws contain provisions governing the conduct of annual and special meetings of stockholders, including provisions specifying the manner of giving notice, the establishment of a record date, and the conduct of business at such meetings. Calderwood & Harkness LLP has requested confirmation of whether the Bylaws (or the Certificate) grant stockholders the right to call special meetings of stockholders and, if so, the applicable ownership thresholds and procedural requirements. This item is identified as an open diligence matter in Section X below, although it is not directly relevant to the mechanics of the shelf filing.
Advance Notice Provisions. The Bylaws contain advance notice provisions for stockholder proposals and director nominations. These provisions require stockholders to provide timely written notice to the Corporate Secretary of the Company in advance of any annual meeting at which such stockholder intends to bring business or nominate candidates for election to the Board of Directors. The notice must contain specified information regarding the stockholder, the proposed business or nominees, and other matters. The specific notice windows and procedural requirements will be reviewed in detail for purposes of the corporate governance disclosure in the registration statement and the related prospectus. Advance notice provisions of this type are standard for publicly traded Delaware corporations and are designed to ensure orderly conduct of stockholder meetings and to provide the Board with adequate time to evaluate stockholder proposals and director nominations.
Quorum. The Bylaws provide that the holders of a majority of the outstanding shares of capital stock of the Company entitled to vote at a meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business at such meeting. In the absence of a quorum, the stockholders present may adjourn the meeting to another time or place without notice other than announcement at the meeting. The specific quorum provisions will be confirmed upon detailed review of the Bylaws (to be confirmed).
V. BOARD OF DIRECTORS — COMPOSITION AND GOVERNANCE
The Board of Directors of the Company currently consists of eleven (11) members, of whom nine (9) are classified as independent under the applicable listing rules of The Nasdaq Stock Market LLC. The names, terms, and committee assignments of the individual directors will be confirmed from the Company's most recent proxy statement (the definitive proxy statement filed with the SEC in connection with the Company's Annual Report on Form 10-K for FY2026 ended January 31, 2026) and from any subsequent current reports on Form 8-K disclosing changes in the composition of the Board.
Board Classification. A key item of diligence that remains to be confirmed is whether the Board of Directors is classified (i.e., divided into classes with staggered terms) or annually elected. If the Board is classified, this would have implications for the corporate governance disclosures in the Shelf Registration Statement and the related prospectus, as well as for the Company's susceptibility to certain activist or change-of-control scenarios. Classified boards are common among publicly traded companies but have come under increasing scrutiny from institutional investors and proxy advisory firms. We have requested confirmation of the Board's classification status from CRH (see Section X.A.5 below).
Delegation of Authority for Shelf Takedowns. For purposes of the Shelf Registration Statement, the Board of Directors will be asked to adopt resolutions at a Board meeting expected to be held in mid-May 2026 authorizing the following actions:
(a) the preparation, execution, and filing with the SEC of the Shelf Registration Statement on Form S-3, together with such amendments and post-effective amendments thereto as may be necessary or appropriate;
(b) the delegation to a pricing committee (the "Pricing Committee") of the authority to approve the specific terms, timing, and pricing of individual takedown offerings under the Shelf Registration Statement, including the determination of the type, amount, price, and other terms of the securities to be offered in each takedown;
(c) the execution and delivery of underwriting agreements, placement agency agreements, purchase agreements, and other offering-related agreements in connection with specific takedown offerings;
(d) the appointment of Meridian Trust Company, N.A. as trustee under any new indenture to be entered into in connection with offerings of debt securities under the shelf;
(e) the execution and filing of any certificates of designations establishing the terms of any series of preferred stock to be offered under the shelf; and
(f) the payment of SEC filing fees in connection with the Shelf Registration Statement, estimated at $459,300.00 based on the proposed aggregate offering amount of $3,000,000,000 and the current applicable fee rate.
The proposed composition of the Pricing Committee is the Chief Executive Officer, Franklin Alvarez, and the Chief Financial Officer, Marcus Cheng, together with any one independent director designated by the Board. The Bylaws, read together with DGCL Section 141(c), permit the Board to delegate authority to committees of the Board, provided that such committees consist of one or more directors. To the extent the proposed Pricing Committee includes non-director officers (such as the CEO and CFO), the resolutions will need to be structured to ensure that at least one director is a member of the committee and that the delegation complies with DGCL requirements. Alternatively, the Board may authorize the CEO and CFO to act together with one or more directors, rather than as a formal Board committee, with appropriate delegation of authority. Calderwood & Harkness LLP will advise on the optimal structuring of the delegation in connection with the preparation of the board resolutions.
VI. OUTSTANDING EQUITY SECURITIES
A. Common Stock
The Company's common stock is listed on The Nasdaq Stock Market LLC under the ticker symbol "CRHI." The following table summarizes key information regarding the Company's outstanding common stock as of the dates indicated:
The Company's public float value of approximately $5.9 billion significantly exceeds the $75 million threshold required for the use of Form S-3 for a primary offering of securities under General Instruction I.B.1 of Form S-3. Accordingly, the Company is eligible to use Form S-3 for a primary offering of securities in any amount and is not subject to the "baby shelf" limitations that would otherwise apply to issuers with a public float below $75 million (or above $75 million but below $250 million, for certain timing-related limitations).
The approximate 13.2% insider/affiliate ownership figure is derived from the Company's most recent proxy statement. This figure will be updated prior to filing to reflect any changes in insider ownership reported on Forms 3, 4, and 5, and Schedules 13D and 13G, filed with the SEC since the proxy statement date. The distinction between affiliate and non-affiliate shares is relevant for purposes of calculating the public float and for determining the resale limitations applicable to affiliate stockholders.
B. Preferred Stock
The Certificate of Incorporation authorizes the issuance of 25,000,000 shares of preferred stock, par value $0.01 per share. As of the date of this memorandum, no shares of preferred stock are issued or outstanding. We have requested that CRH confirm that no certificates of designations establishing the terms of any series of preferred stock are currently on file with the Delaware Secretary of State and that no shares of preferred stock have been previously issued and retired or cancelled. This item is identified as an open diligence matter below.
The absence of any outstanding preferred stock means that the holders of common stock are not currently subject to any preferential dividend or liquidation rights in favor of preferred stockholders, and that the full amount of authorized preferred stock is available for issuance in connection with any preferred stock offering under the Shelf Registration Statement.
C. Equity Compensation Plans
The Company is expected to maintain one or more equity incentive plans providing for the grant of stock options, restricted stock units ("RSUs"), performance share units ("PSUs"), and other equity-based awards to employees, directors, and consultants of the Company and its subsidiaries. The specific plans, the number of shares of common stock reserved for issuance under each plan, the number of shares subject to outstanding awards, and the number of shares available for future grants have been requested as part of the Diligence Request List and have not yet been received as of the date of this memorandum.
The equity compensation plan reserve is relevant to the calculation of authorized but unissued shares available for issuance under the Shelf Registration Statement. Shares reserved for issuance under equity compensation plans are generally treated as unavailable for other purposes, and the Company's S-3 disclosure will need to account for such reserves in the description of the Company's capital stock. Upon receipt of the requested plan data, we will update the share availability analysis set forth in Section III.D above.
In addition, the Company's equity incentive plans will need to be reviewed to determine whether any plan provisions could affect the Company's ability to issue shares in connection with the Shelf Registration Statement — for example, any "evergreen" or automatic increase provisions that could affect the number of shares reserved under the plans, or any provisions requiring stockholder approval for amendments to the plan share reserve.
D. Warrants and Other Convertible Securities
Calderwood & Harkness LLP has requested that CRH confirm whether any warrants, convertible notes, or other securities convertible into or exercisable for shares of common stock or preferred stock are currently outstanding. This inquiry is pending as of the date of this memorandum. The existence of any such convertible or exercisable securities would be relevant to the calculation of fully diluted shares outstanding, the calculation of authorized but unissued shares, and the description of the Company's capital stock in the Shelf Registration Statement. We have identified this as an open diligence item in Section X.A.3 below.
VII. MATERIAL SUBSIDIARY ORGANIZATIONAL DOCUMENTS
A. Overview.  The Company has identified four material subsidiaries for purposes of the Shelf Registration Statement diligence. Organizational documents for each subsidiary have been requested and have been partially received. The following subsections summarize the review of the organizational documents received to date for each material subsidiary. Where documents or information remain outstanding, the applicable items are cross-referenced to the open diligence tracker in Section X below.
B. Cascade Retail Operating Company LLC
Key Observations. The LLC Agreement provides that CRH, as the sole member of Cascade Retail Operating Company LLC (the "Operating LLC"), has full and exclusive authority over the management, operations, and affairs of the Operating LLC. No third-party members or holders of economic interests have been identified in the LLC Agreement, and the Operating LLC appears to be a wholly owned subsidiary of CRH. The Operating LLC is structured as a manager-managed limited liability company, with officers appointed by CRH in its capacity as sole member. The officers of the Operating LLC mirror, in relevant respects, the officers of the parent company.
The Certificate of Formation of the Operating LLC is on file with the Delaware Secretary of State. An updated certificate of good standing from the Delaware Secretary of State will need to be obtained prior to the filing of the Shelf Registration Statement. This item is identified as an open diligence matter in Section IX below.
C. Cascade Digital Commerce Inc.
Key Observations. Cascade Digital Commerce Inc. ("Digital Commerce") is a Delaware corporation and a wholly owned subsidiary of CRH. The Certificate of Incorporation and Bylaws of Digital Commerce have been received and are under review. The authorized capital structure, current officers, and directors of Digital Commerce will be confirmed from the reviewed documents. We note that as a wholly owned subsidiary, the corporate governance of Digital Commerce is controlled by CRH as the sole stockholder. An updated certificate of good standing from the Delaware Secretary of State will need to be obtained prior to the filing of the Shelf Registration Statement.
D. CRH Distribution Services LLC
Key Observations. CRH Distribution Services LLC ("Distribution Services") is a Washington limited liability company. The Certificate of Formation and Operating Agreement have been received and are under review. A key item to be confirmed is the chain of ownership — specifically, whether Distribution Services is owned directly by CRH or indirectly through the Operating LLC or another intermediate subsidiary. The Company's organizational chart and subsidiary ownership structure will be confirmed upon receipt of the complete capitalization and subsidiary data. An updated certificate of good standing (or certificate of existence) from the Washington Secretary of State will need to be obtained prior to the filing of the Shelf Registration Statement.
E. Cascade Retail Canada ULC
Key Observations. Cascade Retail Canada ULC ("CRH Canada") is an unlimited liability company organized under the laws of the Province of British Columbia, Canada. The use of an unlimited liability company structure is commonly employed in cross-border transactions between U.S. parent companies and Canadian subsidiaries for tax planning purposes, as a ULC is typically treated as a disregarded entity (or, in certain circumstances, as a partnership) for U.S. federal income tax purposes, while being treated as a corporation under Canadian tax law. This structure allows for the "flow-through" of certain losses and income for U.S. tax purposes.
The Memorandum and Articles of CRH Canada have been received and are under review. The organizational documents reflect British Columbia corporate law requirements applicable to unlimited liability companies. As with Distribution Services, the chain of ownership will be confirmed — specifically, whether CRH Canada is owned directly by CRH or indirectly through an intermediate subsidiary. A good-standing or status certificate (or equivalent certificate of compliance) from the British Columbia Registrar of Companies will need to be obtained prior to the filing of the Shelf Registration Statement.
CRH Canada's Canadian operations may give rise to certain cross-border regulatory considerations. However, for purposes of a U.S. shelf registration statement, these considerations are expected to be limited principally to disclosure requirements — specifically, the requirement to describe the Company's Canadian operations and to disclose any material risks associated with cross-border operations in the prospectus and any applicable prospectus supplements.
VIII. EXISTING DEBT INSTRUMENTS — RELEVANCE TO CORPORATE AUTHORITY
A. Revolving Credit Facility
The Company maintains a $1,500,000,000 senior secured revolving credit facility (the "Credit Facility") with Northgate Capital Bank, N.A. (100 Federal Street, Suite 3600, Boston, MA 02110) acting as administrative agent (the "Credit Agreement"). The Credit Facility matures on August 15, 2029. As of the most recently available reporting date, approximately $430,000,000 was drawn under the Credit Facility, leaving approximately $1,070,000,000 of available borrowing capacity (subject to borrowing base limitations, if any, and compliance with applicable covenants).
The Credit Agreement may contain affirmative and negative covenants that are relevant to the Company's ability to issue additional debt securities or incur additional indebtedness under the Shelf Registration Statement. Typical covenants in a revolving credit facility for a company of this size and credit profile may include limitations on additional indebtedness, liens, restricted payments (including dividends), asset dispositions, affiliate transactions, and fundamental changes, as well as financial maintenance covenants such as a minimum interest coverage ratio and/or a maximum total leverage ratio.
A full copy of the Credit Agreement, including all amendments, waivers, joinders, and recent compliance certificates, has been requested from CRH but has not yet been received as of the date of this memorandum. Upon receipt, Calderwood & Harkness LLP will prepare a separate analysis of the covenants and restrictions that may affect the Company's ability to issue additional securities under the shelf. This analysis will address, among other things, whether the issuance of debt securities under the shelf would constitute "permitted indebtedness" under the Credit Agreement or would require a waiver or amendment.
B. Outstanding Senior Notes
The Company has the following series of senior notes outstanding:
4.250% Senior Notes due 2031. $750,000,000 aggregate principal amount outstanding. The notes were issued under an indenture dated as of the original issuance date (the "2031 Notes Indenture") between the Company, as issuer, and Meridian Trust Company, N.A. (6201 15th Avenue, Brooklyn, NY 11219), as trustee.
5.125% Senior Notes due 2034. $500,000,000 aggregate principal amount outstanding. The notes were issued under a separate indenture dated as of the original issuance date (the "2034 Notes Indenture" and, together with the 2031 Notes Indenture, the "Existing Indentures") between the Company, as issuer, and Meridian Trust Company, N.A., as trustee.
The Existing Indentures may contain covenants and restrictions that are relevant to the Company's ability to issue additional debt securities under the Shelf Registration Statement. Typical covenants in investment-grade indentures may include limitations on liens, sale-leaseback transactions, and consolidations, mergers, and asset sales, as well as certain additional covenants that may vary depending on the specific terms negotiated at the time of issuance. Unlike high-yield indentures, investment-grade indentures typically do not contain incurrence-based debt covenants that would directly limit the Company's ability to incur additional indebtedness. However, this will need to be confirmed upon receipt and review of the complete Existing Indentures.
Full copies of both Existing Indentures, including all supplemental indentures, have been requested from CRH but have not yet been received as of the date of this memorandum. Upon receipt, Calderwood & Harkness LLP will prepare a separate analysis of the applicable covenants.
If debt securities are offered under the Shelf Registration Statement, a new base indenture (or a supplemental indenture to an existing base indenture) will be required. The draft board resolutions contemplate the appointment of Meridian Trust Company, N.A. as trustee under any new indenture, which is consistent with the Company's existing relationship with Meridian Trust as trustee under the Existing Indentures.
C. Total Debt and Leverage
The following table summarizes the Company's debt capitalization and leverage metrics as of January 31, 2026, based on publicly available financial data from the Company's Annual Report on Form 10-K for FY2026:
The Company's leverage ratio of 1.38× Net Debt / Adjusted EBITDA is conservative and well within the range typically associated with investment-grade credit profiles. The Company maintains investment-grade credit ratings from two nationally recognized rating agencies:
•  Clearfield Rating Services Inc.: BBB (stable outlook), assigned February 2025
•  Atlas Rating Group LLC: Baa2 (stable outlook), assigned March 2025
The investment-grade credit ratings are relevant to the Shelf Registration Statement in several respects: (i) they support the Company's ability to access the debt capital markets on favorable terms; (ii) they may affect the availability of certain exceptions and baskets under the Company's existing debt covenants; and (iii) they will be disclosed in the prospectus and prospectus supplements in connection with any offerings of debt securities under the shelf.
IX. GOOD-STANDING CERTIFICATES AND STATE FILINGS
CRH is incorporated in the State of Delaware and is expected to be in good standing with the Delaware Secretary of State. Updated certificates of good standing (or certificates of existence, status, or compliance, as applicable) will be required for CRH and each of its material subsidiaries in connection with the filing of the Shelf Registration Statement and the delivery of legal opinions. The following certificates will need to be obtained:
Good-standing certificates should be dated no more than ten (10) business days prior to the filing date of the Shelf Registration Statement. Based on the current target filing date of May 26, 2026, good-standing certificates should be ordered no earlier than approximately May 12, 2026, and should be requested on an expedited basis to ensure timely receipt. Calderwood & Harkness LLP will coordinate with CRH's in-house team and registered agents to ensure timely ordering and delivery of all required certificates.
In addition, Calderwood & Harkness LLP recommends that the Company confirm with its Delaware registered agent, National Registered Agents of Delaware, Inc., 160 Greentree Drive, Suite 101, Dover, DE 19904, that CRH's registered agent appointment is current and in good standing and that NRAD has not received any process or correspondence that would indicate any pending issue with the Company's Delaware filing status. This confirmation should be obtained in advance of the filing date.
For the British Columbia certificate for CRH Canada, the process for obtaining a status certificate or certificate of compliance from the British Columbia Registrar of Companies may differ from the U.S. process and may require additional lead time. Calderwood & Harkness LLP will work with CRH's Canadian counsel to ensure that the appropriate certificate is obtained on a timely basis.
X. OPEN DILIGENCE ITEMS AND RECOMMENDATIONS
A. Documents and Information Still Outstanding
The following documents and information have been requested from CRH's in-house legal team pursuant to the Diligence Request List dated April 21, 2026, and have not yet been received or confirmed as of the date of this memorandum. Each item is cross-referenced to the applicable section of this memorandum and to the corresponding item number on the Diligence Request List.
1. Complete Capitalization Table. (See Sections III.D, VI.A, VI.C) A full capitalization table as of a recent date (preferably as of the most recent fiscal quarter-end or a more recent date), including: (a) shares of common stock outstanding; (b) shares of common stock reserved for issuance under equity compensation plans; (c) shares of common stock subject to outstanding stock options, restricted stock units, and performance share units; (d) shares of common stock available for future grants under equity compensation plans; and (e) any other commitments, reservations, or encumbrances on authorized shares.
2. Equity Compensation Plan Documents. (See Section VI.C) Copies of all equity incentive plans currently maintained by the Company, including the plan documents, forms of award agreements (option agreements, RSU agreements, PSU agreements), and the most recent plan summary or annual equity plan data (including the total share reserve and shares available for future grant under each plan).
3. Warrants and Convertible Securities. (See Section VI.D) Confirmation of whether any warrants, convertible notes, or other securities convertible into or exercisable for shares of common stock or preferred stock of the Company are currently outstanding, and if so, copies of the applicable instruments.
4. Most Recent Certificate of Incorporation Amendments. (See Section III.A) Confirmation of the date and substance of the most recent amendment to the Amended and Restated Certificate of Incorporation, together with copies of all certificates of amendment filed with the Delaware Secretary of State since the most recent restatement.
5. Board Classification. (See Section V) Confirmation of whether the Board of Directors is classified (divided into classes with staggered terms) or annually elected, and if classified, the current composition of each class and the expiration date of each class's term.
6. Credit Agreement (Complete Copy). (See Section VIII.A) A full copy of the $1,500,000,000 senior secured revolving credit agreement with Northgate Capital Bank, N.A. as administrative agent, including all amendments, restatements, waivers, joinders, and the most recent compliance certificates.
7. Existing Indentures (Complete Copies). (See Section VIII.B) Full copies of the indentures governing the 4.250% Senior Notes due 2031 and the 5.125% Senior Notes due 2034, respectively, including all supplemental indentures, officers' certificates, and opinions of counsel delivered in connection with the original issuances.
8. Board and Committee Minutes. (See Section V) Minutes of meetings of the Board of Directors and each standing committee for the three most recent fiscal years (FY2024, FY2025, and FY2026, ended January 31, 2024, January 31, 2025, and January 31, 2026, respectively), as well as any written consents of the Board or committees adopted during such periods. These minutes will be reviewed to confirm proper corporate governance, identify any prior authorizations relevant to the shelf, and identify any material transactions or events that should be disclosed in the registration statement.
9. Subsidiary Organizational Documents — Complete Set. (See Section VII) Confirmation that all organizational documents for each material subsidiary have been provided in their current, complete form. In particular: (a) confirmation of the chain of ownership for CRH Distribution Services LLC (whether directly owned by CRH or indirectly through Cascade Retail Operating Company LLC or another intermediate entity); and (b) confirmation of the chain of ownership for Cascade Retail Canada ULC (whether directly owned by CRH or indirectly through an intermediate subsidiary). A complete organizational chart reflecting the Company's corporate structure and subsidiary ownership would be helpful.
10. Anti-Takeover Provisions. (See Section III.C) Confirmation of whether the Certificate of Incorporation or the Bylaws contain any of the following anti-takeover provisions: (a) a stockholder rights plan (commonly known as a "poison pill"); (b) supermajority voting requirements for the removal of directors, the amendment of certain provisions of the Certificate or Bylaws, or the approval of certain business combinations; (c) a fair price provision; (d) restrictions on the ability of stockholders to call special meetings; or (e) any other provisions that could have the effect of delaying, deferring, or preventing a change in control of the Company.
11. Forum Selection Clause. (See Section III.C) Confirmation of whether the Certificate of Incorporation or the Bylaws contain a federal forum provision designating the federal district courts of the United States as the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. The U.S. Supreme Court's decision in Salzberg v. Sciabacucchi, 227 A.3d 102 (Del. 2020), upheld the enforceability of such provisions under Delaware law, and many publicly traded Delaware corporations have adopted federal forum provisions in recent years. The presence or absence of such a provision is relevant to the shelf registration and should be disclosed in the registration statement.
B. Recommended Actions Before Filing
Based on the preliminary diligence review conducted to date, Calderwood & Harkness LLP recommends the following actions in advance of the targeted filing date of May 26, 2026:
1. Order Good-Standing Certificates. Good-standing certificates (or equivalent status certificates) for CRH and all four material subsidiaries should be ordered to be dated on or after approximately May 12, 2026, so that they are no more than ten (10) business days old as of the target filing date of May 26, 2026. As noted in Section IX above, the British Columbia certificate for CRH Canada may require additional lead time and should be coordinated through the Company's Canadian counsel. Calderwood & Harkness LLP will coordinate with the Company's registered agents and outside counsel to ensure timely ordering and delivery.
2. Board Resolutions. Draft board resolutions authorizing the Shelf Registration Statement should be prepared by Calderwood & Harkness LLP and circulated to CRH's in-house legal team and the Board of Directors for review in advance of a Board meeting expected to be held in mid-May 2026. The resolutions will need to authorize:
(a) the preparation, execution, and filing with the SEC of the Form S-3 Shelf Registration Statement, together with all exhibits, amendments, and post-effective amendments;
(b) the delegation of authority to the Pricing Committee (proposed composition: CEO Franklin Alvarez, CFO Marcus Cheng, and one independent director to be designated) to approve the terms, timing, and pricing of specific takedown offerings under the shelf;
(c) the execution and delivery of underwriting agreements, purchase agreements, placement agency agreements, and other transaction documents in connection with specific takedown offerings;
(d) the appointment of Meridian Trust Company, N.A. as trustee under any new indenture or supplemental indenture to be entered into in connection with offerings of debt securities under the shelf;
(e) the authorization and issuance of shares of common stock, preferred stock (including the filing of certificates of designations), debt securities, warrants, depositary shares, purchase contracts, units, and other securities, in each case as may be offered under the shelf; and
(f) the payment of SEC filing fees in connection with the Shelf Registration Statement, currently estimated at approximately $459,300.00 based on the proposed aggregate offering amount of $3,000,000,000 and the applicable fee rate under Section 6(b) of the Securities Act.
3. Secretary's Certificate. A secretary's certificate should be prepared in final form for execution by Diane Kowalski, Executive Vice President, General Counsel & Corporate Secretary of the Company, certifying as to the incumbency of the Company's officers, the adoption of the authorizing resolutions by the Board of Directors, and the authenticity and current effectiveness of the Company's organizational documents (Certificate of Incorporation and Bylaws). The secretary's certificate will be delivered to Calderwood & Harkness LLP at or prior to the filing of the Shelf Registration Statement and will be relied upon in connection with the delivery of legal opinions.
4. Covenant Review. Upon receipt of the complete Credit Agreement and the Existing Indentures, Calderwood & Harkness LLP will prepare a separate memorandum analyzing the covenants and restrictions contained therein that may affect the Company's ability to issue additional securities (particularly debt securities) under the Shelf Registration Statement. This analysis will address, among other things:
(a) whether the issuance of additional debt securities constitutes "permitted indebtedness" under the Credit Agreement and the Existing Indentures;
(b) the availability of any applicable baskets or exceptions for additional indebtedness;
(c) any limitations on liens that could affect the Company's ability to issue secured debt securities;
(d) any restrictions on restricted payments (including dividends) that could affect the terms of any preferred stock offering; and
(e) any change-of-control or ratings-related provisions that could be triggered by the filing of the shelf or the issuance of securities thereunder.
5. Confirm Registered Agent Status. Calderwood & Harkness LLP recommends that the Company confirm with National Registered Agents of Delaware, Inc. ("NRAD") that CRH's registered agent appointment remains current and in good standing. This confirmation should be obtained in writing and should confirm that NRAD has not received any service of process, tax notices, or other correspondence from the Delaware Secretary of State that would indicate any issue with the Company's Delaware filing status or tax standing.
XI. PRELIMINARY CONCLUSION
Based on the documents reviewed to date and subject to the receipt and review of the outstanding diligence items identified in Section X above, Calderwood & Harkness LLP sets forth the following preliminary conclusions:
Corporate Organization. CRH appears to be duly organized and validly existing as a corporation under the laws of the State of Delaware, having been incorporated on September 14, 2001, under Delaware File Number 3487201. The Company's Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws appear to be in proper form and consistent with Delaware law and current corporate governance practice for publicly traded companies.
Authorized Capital. The Company's authorized capital stock appears to be sufficient to support the proposed Shelf Registration Statement covering up to $3,000,000,000 in aggregate offering amount of securities. Specifically:
•  Common Stock: 500,000,000 shares authorized; 214,600,000 shares outstanding as of March 15, 2026; approximately 285,400,000 shares authorized but unissued (subject to reduction for shares reserved under equity compensation plans, the extent of which is to be confirmed).
•  Preferred Stock: 25,000,000 shares authorized; no shares currently issued or outstanding; full authorized amount available for issuance. The Certificate's blank check preferred stock authority enables the Board to establish the terms of any new series of preferred stock at the time of a takedown offering without a separate stockholder vote.
Board Delegation. The DGCL and CRH's organizational documents (specifically, the Bylaws, read together with DGCL Section 141(c)) permit the Board of Directors to delegate authority to a pricing committee for purposes of approving the specific terms, timing, and pricing of individual takedown offerings under the Shelf Registration Statement. The board resolutions to be adopted in mid-May 2026 will formalize this delegation.
Material Subsidiaries. Organizational documents for each of the four material subsidiaries (Cascade Retail Operating Company LLC, Cascade Digital Commerce Inc., CRH Distribution Services LLC, and Cascade Retail Canada ULC) have been received in preliminary form and appear to be generally consistent with the Company's disclosed corporate structure. The specific chain of ownership for CRH Distribution Services LLC and Cascade Retail Canada ULC remains to be confirmed. Good-standing certificates for all material subsidiaries will be obtained prior to filing.
Debt Instruments. The Company maintains a conservative debt capitalization, with total debt of approximately $2.18 billion, net debt of approximately $1.57 billion, and a net debt / adjusted EBITDA ratio of 1.38×. The Company holds investment-grade credit ratings from two nationally recognized rating agencies. The covenants and restrictions contained in the Credit Agreement and the Existing Indentures remain to be reviewed upon receipt of the complete documents.
Next Steps. This memorandum will be updated upon receipt of the outstanding diligence items identified in Section X above. A follow-up memorandum addressing covenant compliance under the revolving credit facility and the Existing Indentures will be prepared separately once complete copies of those instruments are received and reviewed. In the interim, Calderwood & Harkness LLP will commence preparation of draft board resolutions and the secretary's certificate, and will coordinate with the Company's in-house team regarding the ordering of good-standing certificates and the scheduling of the Board meeting for mid-May 2026.
XII. EXHIBIT LIST
Exhibit A — List of Documents Reviewed
The following documents were provided by CRH's in-house legal team and reviewed (in whole or in part) by Calderwood & Harkness LLP in connection with the preparation of this memorandum. All documents were received via the Calderwood & Harkness secure virtual data room (Project "Cascadia") between April 22 and April 24, 2026.
Note: This list does not include publicly available SEC filings accessed through the EDGAR system, except as specifically noted above. Additional documents will be added to this list as they are received and reviewed.
Exhibit B — Outstanding Diligence Items Tracker
The following items remain outstanding as of April 25, 2026, and are cross-referenced to the applicable item numbers on the Diligence Request List dated April 21, 2026, and to the applicable sections of this memorandum.
This tracker will be updated on a rolling basis as items are received and reviewed. Please direct any questions regarding outstanding items to Claire Dempsey (cdempsey@calderwoodharkness.com) or Eric Johannsen (ejohannsen@calderwoodharkness.com).
•              
This memorandum is an internal work product o