PRELIMINARY DILIGENCE REQUEST LIST
In Connection With Shelf Registration Statement on Form S-3 Cascade Retail Holdings Inc.
April 21, 2026
Prepared By:
Calderwood & Harkness LLP 1501 Fourth Avenue, Suite 4800 Seattle, WA 98101
Delivered To:
Cascade Retail Holdings Inc. 4200 Harbor Boulevard, Suite 1100 Bellevue, WA 98004
Attention: Anya Petrova, Vice President, Deputy General Counsel — Securities & Corporate Governance
From: Eric Johannsen, Lead Associate, Capital Markets Group, Calderwood & Harkness LLP; Claire Dempsey, Working Associate, Capital Markets Group, Calderwood & Harkness LLP
Supervising Partners: Robert Adeyemi, Responsible Partner; Jennifer Kwon, Billing Partner
C&H Matter Number: 1038-00003
INTRODUCTORY NOTE
This Preliminary Diligence Request List (this "Request List") is submitted by Calderwood & Harkness LLP ("C&H" or "outside counsel") to Cascade Retail Holdings Inc. ("CRH" or the "Company"), a Delaware corporation (Nasdaq: CRHI), headquartered in Bellevue, Washington, in connection with the preparation and filing of a new universal shelf registration statement on Form S-3 (the "Registration Statement") with the Securities and Exchange Commission (the "SEC"). The Registration Statement is expected to cover up to $3,000,000,000 in aggregate offering amount of common stock, preferred stock, debt securities (including senior and subordinated debt securities), depositary shares, warrants, subscription rights, purchase contracts, and units comprised of any combination of the foregoing securities.
The Registration Statement is being prepared to replace the Company's existing shelf registration statement on Form S-3 (File No. 333-248710), which was originally filed on June 12, 2023, became effective on June 28, 2023, and is scheduled to expire on June 28, 2026. It is anticipated that the Registration Statement will be filed with the SEC on or about May 26, 2026, and that the Registration Statement will become automatically effective upon filing, as the Company qualifies as a "well-known seasoned issuer" ("WKSI") within the meaning of Rule 405 under the Securities Act of 1933, as amended (the "Securities Act").
Unless a different period is specified with respect to a particular request, this Request List covers the three most recent fiscal years of the Company (fiscal year 2024 ("FY2024"), ended January 31, 2024; fiscal year 2025 ("FY2025"), ended January 31, 2025; and fiscal year 2026 ("FY2026"), ended January 31, 2026) and the period from the most recent fiscal year end through the date hereof (collectively, the "Review Period").
Instructions to the Company. We respectfully request that the Company provide copies of all documents described below, or, where specifically noted, descriptions, summaries, or confirmations. Electronic delivery of all responsive documents is strongly preferred and should be made to C&H's secure document-sharing platform (access credentials will be provided separately). Hard copies of any documents will be made available upon request if needed for review purposes. Where a document is withheld on the basis of attorney-client privilege, the attorney work-product doctrine, or any other applicable privilege, we request that the Company provide a privilege log identifying each withheld document with reasonable specificity, including the date, author(s), recipient(s), subject matter, and basis for the privilege assertion.
We request that the Company's responses reference the applicable item number from this Request List in order to facilitate tracking and organization of the diligence materials. We note that this Request List is preliminary in nature, and that supplemental requests may follow as our review of the Company's materials progresses and as the drafting of the Registration Statement and related disclosure documents advances.
Target Response Deadline. In order to support the targeted circulation of a first draft of the Form S-3 and related base prospectus on a timeline consistent with the May 26, 2026 filing date, we respectfully request that the Company target completion of its production of the documents and information described herein by May 5, 2026.
We appreciate the Company's cooperation and look forward to working with the CRH in-house legal team on this matter.
CATEGORY I: CORPORATE ORGANIZATION
I.A. Certificate of Incorporation and Amendments
1.1. A certified copy of the Amended and Restated Certificate of Incorporation of Cascade Retail Holdings Inc. (Delaware Secretary of State File Number 3487201; incorporated September 14, 2001), including all amendments thereto and all certificates of designation filed to date with the Delaware Secretary of State. If the Company has filed any certificates of correction, certificates of merger, or certificates of conversion relating to the Certificate of Incorporation, please include those documents as well. The certified copy should reflect the Company's most current charter document as currently on file with the Delaware Secretary of State.
1.2. Copies of any pending or proposed amendments to the Certificate of Incorporation of CRH, including any amendments that have been approved by the Board of Directors but not yet submitted for stockholder approval, or any amendments that are expected to be submitted for stockholder approval at the Company's next annual meeting of stockholders. If no such amendments are pending or proposed, please confirm the same.
I.B. Bylaws. 1.3. A copy of the current Amended and Restated Bylaws of Cascade Retail Holdings Inc., including all amendments thereto adopted through the date hereof. Please confirm the date on which the current Bylaws were most recently amended or restated.
1.4. Copies of any pending or proposed amendments to the Bylaws of CRH, including any amendments that have been adopted by the Board of Directors but which have not yet become effective or any amendments under consideration. If no such amendments are pending or proposed, please confirm the same.
I.C. Good Standing Certificates
1.5. A certificate of good standing (or equivalent certificate of status) for Cascade Retail Holdings Inc. issued by the Delaware Secretary of State, dated within thirty (30) days of the date of production (or as close to the date of production as practicable). If a recently issued certificate is not currently available, please arrange for a new certificate to be obtained.
1.6. A certificate of good standing or certificate of authority for Cascade Retail Holdings Inc. issued by the Washington Secretary of State (the state in which the Company maintains its principal executive offices), dated within thirty (30) days of the date of production.
1.7. Certificates of good standing (or equivalent certificates of status or compliance) for each of the following material subsidiaries of CRH, issued by the applicable governmental authority in the jurisdiction of formation:
(a) Cascade Retail Operating Company LLC — Certificate of good standing from the Delaware Secretary of State;
(b) Cascade Digital Commerce Inc. — Certificate of good standing from the Delaware Secretary of State;
(c) CRH Distribution Services LLC — Certificate of good standing from the Washington Secretary of State; and
(d) Cascade Retail Canada ULC — Certificate of status (or equivalent) from the British Columbia Registrar of Companies, or such other Canadian governmental authority as may issue a certificate of status for a British Columbia unlimited liability company.
Please arrange for the foregoing certificates to be obtained as close to the date of production as practicable, and in any event dated within thirty (30) days of production.
1.8. Certificates of qualification, registration, or authorization to do business in all jurisdictions in which CRH or any of its material subsidiaries is qualified or registered as a foreign entity. Please provide a list of all such jurisdictions, together with copies of the applicable certificates, filings, or confirmations of qualification.
I.D. Subsidiary Organizational Documents
1.9. A copy of the operating agreement or limited liability company agreement of Cascade Retail Operating Company LLC (a Delaware limited liability company), including all amendments, restatements, and supplements thereto. If no written operating agreement exists, please confirm the same and describe any governance arrangements applicable to the entity.
1.10. Copies of the certificate of incorporation and bylaws of Cascade Digital Commerce Inc. (a Delaware corporation), including all amendments thereto.
1.11. A copy of the operating agreement or limited liability company agreement of CRH Distribution Services LLC (a Washington limited liability company), including all amendments, restatements, and supplements thereto. If no written operating agreement exists, please confirm the same.
1.12. Copies of the memorandum of association, articles, notice of articles, or other constating documents of Cascade Retail Canada ULC (a British Columbia unlimited liability company), including all amendments thereto. Please also provide any unanimous shareholder agreement or other corporate governance document applicable to the entity under British Columbia law.
I.E. Organizational Chart
1.13. A current organizational chart showing all subsidiaries of CRH (including intermediate holding companies and any dormant or inactive entities), together with the following information for each entity: (a) parent-subsidiary relationships; (b) direct and indirect ownership percentages; (c) jurisdiction of incorporation or formation; and (d) entity type (e.g., corporation, limited liability company, unlimited liability company, partnership). The chart should be current as of the most recent practicable date.
1.14. A list of all subsidiaries of CRH (including any inactive or dormant entities not shown on the organizational chart), with the following information: jurisdiction of formation; state(s) or province(s) of qualification to do business as a foreign entity; a brief description of the principal business activity of the subsidiary; and an indication of whether the subsidiary is considered a "significant subsidiary" for purposes of Regulation S-X.
I.F. Registered Agent Information
1.15. Confirmation of the identity and address of the registered agent and registered office for CRH in the State of Delaware. Our records reflect that the Company's registered agent in Delaware is currently National Registered Agents of Delaware, Inc., 160 Greentree Drive, Suite 101, Dover, DE 19904. Please confirm or update as appropriate.
1.16. Identification of the registered agent and registered office (or equivalent) for each material subsidiary of CRH in its state or province of formation. If registered agent services are provided by a third-party agent, please identify the agent and provide the registered office address for each entity.
CATEGORY II: AUTHORIZED CAPITAL AND OUTSTANDING SECURITIES
II.A. Capitalization. 2.1. A current capitalization table for CRH as of the most recent practicable date, showing the number of shares of each class or series of capital stock authorized, issued and outstanding, and held in treasury, as well as any shares reserved for issuance. We note that, based on publicly available information, approximately 214,600,000 shares of common stock were outstanding as of March 15, 2026. Please confirm or update this figure, and provide a capitalization table reflecting the most recent data available at the time of production.
2.2. A summary of the Company's authorized capital stock, including:
(a) 500,000,000 shares of common stock, par value $0.01 per share — please confirm the number of authorized shares, par value, and any variations in rights or preferences among shares of common stock (or confirm that all shares of common stock rank pari passu); and
(b) 25,000,000 shares of preferred stock, par value $0.01 per share — please confirm the number of authorized shares, par value, and confirm that no shares of preferred stock are currently issued or outstanding. If any certificates of designation have been filed in connection with any series of preferred stock (whether or not shares of such series are currently outstanding), please provide copies thereof.
2.3. A description of all shares of common stock or other equity securities currently reserved for issuance, including (a) shares reserved under equity incentive plans and employee stock purchase plans, (b) shares reserved for issuance upon exercise of outstanding warrants, (c) shares reserved for issuance upon conversion or exchange of any convertible or exchangeable instruments, and (d) any other reservations. Please provide a schedule with the applicable plan or instrument, the number of shares reserved, and the number of shares that remain available for future grants or issuances.
II.B. Equity Incentive Plans
2.4. Copies of all equity incentive plans, employee stock purchase plans, stock option plans, and any other equity-based compensation plans of CRH currently in effect, together with all amendments, restatements, and supplements thereto. Please also provide copies of any such plans that have been terminated within the Review Period but under which awards remain outstanding.
2.5. A summary schedule of all outstanding equity-based awards, including stock options, restricted stock units ("RSUs"), performance share units ("PSUs"), stock appreciation rights ("SARs"), and any other equity-based awards, as of the most recent practicable date. For each category of award, please provide: (a) the number of awards outstanding; (b) grant dates; (c) exercise or base prices (for stock options and SARs); (d) vesting schedules (including any applicable performance conditions); and (e) expiration dates. A summary in tabular format would be appreciated.
2.6. Copies of the standard forms of award agreements used under each equity incentive plan, including the form of stock option agreement, the form of RSU agreement, the form of PSU agreement, and any other forms of award agreements. If individualized award agreements differ materially from the standard forms for any executive officer or director, please identify the same and provide copies.
II.C. Other Securities
2.7. A description of any outstanding warrants, convertible notes, convertible preferred stock, exchangeable instruments, or other rights to acquire equity securities of CRH. If any such instruments are outstanding, please provide copies of the governing agreements or instruments.
2.8. A description of any anti-dilution protections, preemptive rights, rights of first refusal, or similar rights relating to equity securities of CRH, whether contained in the Certificate of Incorporation, Bylaws, stockholder agreements, or otherwise. If no such rights exist, please confirm.
2.9. Copies of any stockholder agreements, registration rights agreements, voting agreements, investor rights agreements, co-sale agreements, drag-along or tag-along agreements, lock-up agreements, or similar arrangements to which CRH or any of its subsidiaries is a party or by which any shares of CRH common stock are bound. Please include any side letters or amendments to the foregoing.
2.10. A summary of any share repurchase programs currently in effect or recently completed by CRH, including the date of authorization, the amount authorized, the amount repurchased to date, the average repurchase price, and the remaining authorization. Please also provide copies of the applicable board resolutions or public announcements relating to any such programs.
II.D. Dividend History
2.11. A schedule of all dividends declared and paid on CRH common stock for each of the three most recent fiscal years (FY2024, FY2025, and FY2026) and through the date hereof, including the declaration date, record date, payment date, and per-share dividend amount for each dividend payment. We note that CRH currently pays a quarterly cash dividend of $0.22 per share ($0.88 per share on an annualized basis), resulting in an approximate annual payout of $188,848,000 based on approximately 214,600,000 shares outstanding. Please confirm or update these figures. If any dividends have been declared but not yet paid, please identify the same.
CATEGORY III: SEC FILINGS AND REPORTING HISTORY
III.A. Annual Reports
3.1. Copies of the Company's Annual Reports on Form 10-K for FY2024 (fiscal year ended January 31, 2024), FY2025 (fiscal year ended January 31, 2025), and FY2026 (fiscal year ended January 31, 2026), as filed with the SEC. While these reports are publicly available through the SEC's EDGAR system, we request that the Company provide clean, final copies (including all exhibits) to facilitate our review, annotation, and internal cross-referencing.
3.2. Copies of any amendments to the foregoing Annual Reports filed on Form 10-K/A during the Review Period. If no amendments have been filed, please confirm the same.
III.B. Quarterly Reports
3.3. Copies of all Quarterly Reports on Form 10-Q filed by the Company for all fiscal quarters within the three most recent fiscal years (FY2024, FY2025, and FY2026) and any Quarterly Reports on Form 10-Q filed for the current fiscal year (FY2027, which began February 1, 2026). Please include all exhibits filed therewith.
3.4. Copies of any amendments to the foregoing Quarterly Reports filed on Form 10-Q/A during the Review Period. If no amendments have been filed, please confirm the same.
III.C. Current Reports
3.5. Copies of all Current Reports on Form 8-K filed by the Company during the three most recent fiscal years and through the date hereof. Please include all exhibits filed therewith. We note that copies of these reports are available through EDGAR, but request that the Company provide a complete set to ensure that our files are current and that we can efficiently identify any reports that may require updating or superseding disclosure in the Registration Statement.
3.6. Copies of any amendments to the foregoing Current Reports filed on Form 8-K/A during the same period. If no amendments have been filed, please confirm the same.
III.D. Proxy Statements
3.7. Copies of the definitive proxy statements on Schedule 14A for the three most recent annual meetings of stockholders of CRH, including all annexes, appendices, and exhibits thereto.
3.8. Copies of any preliminary proxy statements or additional soliciting materials filed with the SEC in connection with the foregoing annual meetings or any special meetings of stockholders during the Review Period. If no preliminary proxy statements or additional soliciting materials have been filed, please confirm the same.
III.E. Registration Statements
3.9. A copy of the Company's prior shelf registration statement on Form S-3 (File No. 333-248710), filed with the SEC on June 12, 2023, and declared effective on June 28, 2023, together with all prospectus supplements filed thereunder, all exhibits thereto, and any pre-effective or post-effective amendments.
3.10. Copies of all other registration statements filed by the Company (on Form S-3, Form S-8, or otherwise) within the past three years, together with all amendments and supplements thereto. If any registration statements are currently pending effectiveness with the SEC, please identify and provide copies of the same.
3.11. Documentation relating to takedown offerings conducted under the prior shelf registration statement (File No. 333-248710), including the following:
(a) $800,000,000 Common Equity Offering — August 2023: Copies of the prospectus supplement, the underwriting agreement, the pricing term sheet or terms agreement, the comfort letter delivered by Granville & Hooper LLP, the legal opinions delivered at closing (including the 10b-5 disclosure letter), the officers' certificates, the closing memorandum, and all other related closing documents.
(b) $475,000,000 Senior Notes Offering — November 2024: Copies of the prospectus supplement, the underwriting agreement, the pricing term sheet or terms agreement, the supplemental indenture (if applicable), the comfort letter delivered by Granville & Hooper LLP, the legal opinions delivered at closing (including the 10b-5 disclosure letter), the officers' certificates, the closing memorandum, and all other related closing documents.
Please provide complete copies of each set of closing documents, as these will be reviewed in connection with the preparation of the new shelf and related forms of underwriting agreements.
III.F. Section 16 and Beneficial Ownership Filings
3.12. A schedule of all filings made pursuant to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), by directors and executive officers of CRH during the past twelve (12) months, including all Forms 3 (Initial Statement of Beneficial Ownership), Forms 4 (Statement of Changes in Beneficial Ownership), and Forms 5 (Annual Statement of Beneficial Ownership). Please provide copies of these filings, or confirm that the Company has reviewed all such filings for accuracy and timeliness.
3.13. Copies of all Schedules 13D (Statement of Beneficial Ownership) and Schedules 13G (Statement of Beneficial Ownership — Short Form) filed with the SEC with respect to CRH common stock within the past twelve (12) months. Please also provide any amendments thereto. If the Company is aware of any stockholder that beneficially owns more than five percent (5%) of the outstanding shares of CRH common stock but has not yet filed a Schedule 13D or 13G, please identify the same.
III.G. Correspondence with the SEC
3.14. Copies of all correspondence between the Company (or its representatives) and the SEC staff during the three most recent fiscal years and through the date hereof, including comment letters received from the SEC, response letters submitted by the Company, any no-action letters, interpretive letters, or requests for exemptive relief submitted by or on behalf of the Company, and any correspondence relating to the review of the Company's periodic reports, proxy statements, or registration statements. Please provide complete correspondence files, including any follow-up exchanges.
3.15. A description of any pending SEC inquiries, investigations, or enforcement actions involving CRH or any of its subsidiaries, directors, or officers. If no such matters are pending, please confirm the same in writing.
III.H. XBRL and EDGAR Information
3.16. Confirmation that the Company's CIK Number is 0001287450 and that the Company's EDGAR access codes (including the Central Index Key, CCC code, password, and PMAC) are current and operational. Please also confirm the identity and contact information for the Company's EDGAR filing agent and confirm that arrangements are in place for the filing agent to submit the Registration Statement and related documents on behalf of the Company.
3.17. Copies of any pending or planned SEC filings that are expected to be submitted prior to or contemporaneously with the filing of the Registration Statement, including any Current Reports on Form 8-K, amendments to periodic reports, or Section 16 filings. Please advise if any such filings are anticipated.
CATEGORY IV: MATERIAL CONTRACTS
IV.A. Credit Agreements and Debt Instruments
4.1. A copy of the Credit Agreement governing the Company's $1.5 billion senior secured revolving credit facility (the "Revolving Credit Facility"), with Northgate Capital Bank, N.A. serving as administrative agent, maturing August 15, 2029, together with all amendments, amendments and restatements, waivers, consents, supplements, joinder agreements, and other modifications thereto. We note that, based on publicly available information, approximately $430 million was drawn under the Revolving Credit Facility as of the most recent reporting date. Please confirm or update this figure. Please also provide copies of any ancillary documents, including any guaranty agreements, security agreements, pledge agreements, or other collateral documents entered into in connection with the Revolving Credit Facility.
4.2. A copy of the indenture, and all supplemental indentures, governing the Company's 4.250% Senior Notes due 2031 ($750 million aggregate principal amount outstanding) (the "2031 Notes"), including the form of global note and any related officer's certificates or other supplemental documentation. Please also provide a copy of the registration rights agreement (if any) entered into in connection with the issuance of the 2031 Notes.
4.3. A copy of the indenture, and all supplemental indentures, governing the Company's 5.125% Senior Notes due 2034 ($500 million aggregate principal amount outstanding) (the "2034 Notes"), including the form of global note and any related officer's certificates or other supplemental documentation. Please also provide a copy of the registration rights agreement (if any) entered into in connection with the issuance of the 2034 Notes.
4.4. Confirmation of the identity of the trustee for the 2031 Notes and the 2034 Notes. Our records indicate that Meridian Trust Company, N.A. serves as trustee under both indentures. Please confirm, or identify the applicable trustee(s) if different. If Meridian Trust Company, N.A. is the trustee, please provide the name and contact information for the relevant trust officer.
4.5. Copies of any other loan agreements, credit facilities, term loan agreements, revolving credit agreements, bridge loan agreements, letters of credit, surety bonds, or other debt instruments to which CRH or any of its subsidiaries is a party, whether or not currently drawn or funded.
4.6. Copies of any intercreditor agreements, subordination agreements, or similar arrangements among the lenders, noteholders, or other creditors of CRH or its subsidiaries.
4.7. Copies of all compliance certificates, officer's certificates, or similar certifications delivered by the Company under the Revolving Credit Facility, the 2031 Notes indenture, the 2034 Notes indenture, or any other credit agreement or indenture within the past twelve (12) months. Please identify any instances in which the Company has delivered a notice of default or received a notice of default or an event of default under any such instrument.
4.8. A schedule of all outstanding indebtedness of CRH and its subsidiaries as of the most recent practicable date, including the type of instrument, the original principal amount, the outstanding principal balance, the applicable interest rate (and whether fixed or floating), the maturity date, and the identity of the lender or counterparty. Based on publicly available information, total debt as of January 31, 2026 was approximately $2.18 billion, cash and cash equivalents were approximately $610 million, and net debt was approximately $1.57 billion. Please confirm or update these figures.
IV.B. Underwriting and Placement Agreements
4.9. Copies of the underwriting agreements executed in connection with the prior takedown offerings under the existing shelf registration statement (File No. 333-248710), specifically: (a) the underwriting agreement for the $800,000,000 common equity offering completed in August 2023; and (b) the underwriting agreement for the $475,000,000 senior notes offering completed in November 2024. Please include any related pricing agreements, terms agreements, or AAU joinders.
4.10. Copies of any at-the-market ("ATM") offering sales agreements, equity distribution agreements, or similar distribution arrangements currently in effect or previously entered into by CRH. If no such agreements exist, please confirm the same.
4.11. Copies of any engagement letters, advisory agreements, or fee arrangements with Redmond Zanthor & Co. LLC, Pinnacle Bancorp Securities LLC, or any other investment banks relating to capital markets advisory services, bookrunning, underwriting, or placement agent services in connection with any offering under the existing shelf or the contemplated new shelf registration statement. Please include any amendments or supplements thereto.
IV.C. Material Commercial Agreements
4.12. A list and copies of all contracts filed as exhibits to the Company's most recent Annual Report on Form 10-K under Item 601(b)(10) of Regulation S-K (material contracts). If any material contracts have been entered into, amended, or terminated since the date of the most recent Form 10-K but have not yet been filed as exhibits, please identify and provide copies of the same.
4.13. Copies of any material lease agreements, including the lease(s) for the Company's corporate headquarters at 4200 Harbor Boulevard, Suite 1100, Bellevue, WA 98004, leases for distribution centers and warehouses operated by CRH Distribution Services LLC, and leases for any flagship or high-value retail store locations. Where the number of individual store leases is too voluminous to produce individually, a summary schedule with material terms (landlord, location, term, annual rent, and renewal options) will suffice for non-flagship locations.
4.14. Copies of any material supply agreements, vendor agreements, sourcing agreements, or procurement contracts to which CRH or any of its subsidiaries is a party, including any agreements with key merchandise suppliers or logistics providers.
4.15. Copies of any joint venture agreements, partnership agreements, or strategic alliance agreements to which CRH or any of its subsidiaries is a party. If no such agreements exist, please confirm the same.
4.16. Copies of any franchise agreements, licensing agreements, or brand licensing agreements to which CRH or any of its subsidiaries is a party, whether as franchisor, franchisee, licensor, or licensee. If no such agreements exist, please confirm the same.
IV.D. Insurance. 4.17. A summary of the Company's directors' and officers' ("D&O") liability insurance program, including the identity of each insurer or carrier, the policy number, the coverage limits (including any excess or umbrella layers), the applicable deductibles or retentions, the policy period, and the expiration date. Please also identify whether the D&O insurance program includes Side A, Side B, and Side C coverage, and whether any claims have been made under the D&O policies during the Review Period.
4.18. A summary of the Company's other material insurance policies, including general commercial liability insurance, property insurance, business interruption insurance, cyber liability insurance, product liability insurance, workers' compensation insurance, and any other material insurance coverages maintained by CRH or its subsidiaries. For each material policy, please provide the carrier name, policy number, coverage limits, and expiration date.
IV.E. Rating Agency Agreements
4.19. Copies of any engagement letters, fee agreements, or rating agency agreements between CRH and Clearfield Rating Services Inc. We note that Clearfield Rating Services Inc. assigned an issuer credit rating of BBB with a stable outlook to CRH in February 2025. Please confirm whether this rating remains current and unchanged.
4.20. Copies of any engagement letters, fee agreements, or rating agency agreements between CRH and Atlas Rating Group LLC. We note that Atlas Rating Group LLC assigned an issuer credit rating of Baa2 with a stable outlook to CRH in March 2025. Please confirm whether this rating remains current and unchanged.
4.21. Copies of the most recent rating letters, rating action reports, or published research reports issued by Clearfield Rating Services Inc. and Atlas Rating Group LLC with respect to CRH or any of its outstanding debt securities. Please also provide copies of any rating surveillance reports or annual review letters received from either agency.
CATEGORY V: BOARD AND COMMITTEE MINUTES
5.1. Minutes of all meetings of the Board of Directors of CRH held during the three most recent fiscal years (FY2024, FY2025, and FY2026) and through the date hereof. Please provide complete sets of minutes for each meeting, including any attachments, exhibits, or presentations referenced therein.
5.2. Copies of all written consents executed by the Board of Directors of CRH in lieu of a meeting during the same period.
5.3. Minutes and written consents of the Audit Committee of the Board of Directors for the same period, including any attachments, exhibits, or presentations referenced therein.
5.4. Minutes and written consents of the Compensation Committee of the Board of Directors for the same period, including any attachments, exhibits, or presentations referenced therein.
5.5. Minutes and written consents of the Nominating and Corporate Governance Committee of the Board of Directors for the same period, including any attachments, exhibits, or presentations referenced therein.
5.6. Minutes and written consents of any other standing or ad hoc committees of the Board of Directors (including, without limitation, any Finance Committee, Executive Committee, Strategy Committee, Special Committee, or Disclosure Committee) for the same period. If no other committees existed during the Review Period, please confirm the same.
5.7. A current roster of the Board of Directors of CRH, including the following information for each director: (a) name and title; (b) date of election or appointment; (c) current term and expiration date; (d) committee assignments; (e) independence determination under applicable Nasdaq Listing Rules and SEC rules; and (f) any specific qualifications or expertise noted in the Company's proxy statement. We note that the Board currently consists of eleven (11) members, of whom nine (9) are considered independent. Please confirm or update.
5.8. Copies of any existing resolutions of the Board of Directors authorizing or relating to capital markets transactions, shelf registration statements, share issuances, debt offerings, or the incurrence of indebtedness. Please include any resolutions that are expected to be adopted prior to the filing of the Registration Statement.
5.9. Copies of any resolutions authorizing the engagement of Calderwood & Harkness LLP as outside counsel, Redmond Zanthor & Co. LLC, Pinnacle Bancorp Securities LLC, or other advisors in connection with the contemplated shelf registration or related capital markets transactions. If such resolutions have not yet been adopted, please advise as to the anticipated timing.
CATEGORY VI: LITIGATION AND REGULATORY MATTERS
VI.A. Litigation. 6.1. A schedule of all pending or threatened litigation, arbitration, mediation, or other legal proceedings involving CRH or any of its subsidiaries (as plaintiff, defendant, or otherwise), including for each matter: (a) the case caption and docket or case number; (b) the court, tribunal, or arbitral body; (c) the jurisdiction; (d) the nature and summary of the claims asserted; (e) the identity of the opposing party or parties; (f) the estimated financial exposure (or range of reasonably possible loss, if quantifiable); (g) the current status of the proceeding; and (h) the identity of outside counsel representing CRH in the matter. Please include matters that are considered "reasonably possible" under ASC 450 (formerly SFAS No. 5) in addition to those for which a loss is considered "probable."
6.2. A description of any litigation, arbitration, mediation, or other legal proceedings that were settled or otherwise concluded during the three most recent fiscal years involving aggregate settlement amounts, judgments, or awards in excess of $5 million, including the case caption, jurisdiction, nature of claims, and the material terms of the settlement or resolution.
6.3. Copies of any material complaints, petitions, answers, counterclaims, court orders, injunctions, judgments, or settlement agreements from the matters identified in Items 6.1 and 6.2 above. For matters involving confidential settlement terms, a summary description of the material terms will suffice, subject to a notation on the privilege log if applicable.
VI.B. Governmental and Regulatory Proceedings
6.4. A description of any pending or threatened governmental investigations, enforcement actions, administrative proceedings, or regulatory actions involving CRH or any of its subsidiaries, including any proceedings before the SEC, the Federal Trade Commission ("FTC"), the Department of Justice ("DOJ"), the Internal Revenue Service ("IRS"), the Consumer Financial Protection Bureau ("CFPB"), any state attorney general, or any other federal, state, local, or foreign regulatory body. If no such matters are pending or threatened, please confirm the same.
6.5. Copies of any consent orders, consent decrees, injunctions, cease-and-desist orders, or settlement agreements entered into by CRH or any of its subsidiaries with any governmental or regulatory agency during the Review Period. If no such orders or agreements exist, please confirm.
VI.C. Internal Investigations
6.6. A description of any internal investigations conducted by or on behalf of CRH within the past three years involving matters relating to financial reporting, accounting practices, securities law compliance, corporate governance, or fraud, including the scope, findings, and any remedial actions taken. We recognize that certain aspects of any such investigations may be subject to attorney-client privilege or the attorney work-product doctrine, and we request that any withheld materials be identified on a privilege log.
6.7. A description of any whistleblower complaints, reports, or allegations received through the Company's compliance or ethics hotline (or through other reporting channels) that relate to accounting, financial reporting, internal controls, securities law matters, or other matters that could be relevant to the Company's SEC reporting obligations or the disclosure in the Registration Statement. As with Item 6.6 above, we request a privilege log for any withheld materials.
CATEGORY VII: TAX AND EMPLOYEE BENEFITS
VII.A. Tax. 7.1. Copies of the Company's federal, state, and local income tax returns for the three most recent fiscal years (FY2024, FY2025, and FY2026). Alternatively, if the Company prefers not to produce full copies, please confirm that the returns are available for review at the Company's offices or at the offices of the Company's tax advisors, and provide a schedule showing the taxable income (or loss), taxes paid, and effective tax rate for each year.
7.2. Confirmation that the Company's Employer Identification Number ("EIN") is 91-2074583, and that such number is currently in use and applicable to all federal tax filings.
7.3. A description of any pending or proposed tax audits, examinations, assessments, notices of deficiency, or disputes with the IRS, any state or local tax authority, or any foreign tax authority involving CRH or any of its subsidiaries. If no such matters are pending or proposed, please confirm the same.
7.4. A description of any material tax elections (including any Section 338 elections, check-the-box elections, or similar elections), private letter rulings, technical advice memoranda, closing agreements, or advance pricing agreements obtained by or applicable to CRH or any of its subsidiaries during the Review Period. If none exist, please confirm.
7.5. A summary of any net operating loss ("NOL") carryforwards, capital loss carryforwards, tax credit carryforwards (including research and development credits, foreign tax credits, and general business credits), or other material tax attributes of CRH and its subsidiaries as of the most recent fiscal year end. Please indicate the amounts, the years of origin, and the expected expiration dates (if applicable) for any such tax attributes.
7.6. A description of the tax structure relating to Cascade Retail Canada ULC (a British Columbia unlimited liability company), including any cross-border tax considerations, transfer pricing arrangements, intercompany loan agreements or cost-sharing arrangements between CRH and Cascade Retail Canada ULC, and any elections or rulings obtained with respect to the Canadian entity's tax treatment under U.S. and Canadian tax law.
VII.B. Employee Benefits
7.7. A summary of all material employee benefit plans maintained by CRH or any of its subsidiaries, including: (a) defined benefit pension plans; (b) defined contribution plans, including 401(k) plans and profit-sharing plans; (c) nonqualified deferred compensation plans (subject to Section 409A of the Internal Revenue Code); (d) health and welfare benefit plans; (e) retiree health or post-retirement benefit plans; (f) supplemental executive retirement plans; and (g) any other material employee benefit arrangements. For each plan, please provide a brief description, the number of participants, and the plan's most recent IRS determination letter or opinion letter (if applicable).
7.8. Copies of all employment agreements, offer letters, change-of-control agreements, severance agreements, retention agreements, and indemnification agreements with the Company's executive officers and directors. If no such agreements exist with respect to certain individuals, a confirmation of the same would be helpful.
7.9. A summary of any material liabilities relating to employee benefit plans, including: (a) any underfunding of defined benefit pension plans (including the funded status as of the most recent actuarial valuation date); (b) any post-retirement benefit obligations (other than pensions); (c) any withdrawal liability under a multiemployer plan; and (d) any pending or threatened claims, audits, or investigations relating to any employee benefit plan.
CATEGORY VIII: REAL PROPERTY
8.1. A list of all real property owned by CRH or any of its subsidiaries, including: (a) the street address and legal description of each property; (b) the type of property (e.g., retail store, distribution center, office building, vacant land); (c) the approximate square footage; and (d) the carrying value as reflected on the Company's most recent balance sheet.
8.2. A list of all real property leased by CRH or any of its subsidiaries, including: (a) the street address of each leased property; (b) the landlord or property owner; (c) the lease commencement and expiration dates; (d) the current annual base rent; (e) any percentage rent or common area maintenance ("CAM") charges; and (f) any renewal options, expansion options, or termination rights. We note that CRH operates approximately 387 physical retail stores across 29 U.S. states and approximately 41 stores in Canada through Cascade Retail Canada ULC. Given the volume of retail store leases, a summary schedule in tabular format will suffice for individual store leases. Copies of leases for the largest or most material retail locations (e.g., by annual rent, revenue generated, or strategic significance) should be provided separately.
8.3. With respect to the Company's corporate headquarters at 4200 Harbor Boulevard, Suite 1100, Bellevue, WA 98004: please confirm whether the premises are owned or leased by CRH. If leased, please provide a copy of the lease agreement (and all amendments, extensions, and related documents), including the identity of the landlord, the lease term, the annual rent, and any material provisions relating to assignment, subletting, or early termination.
8.4. A list of all distribution center and warehouse facilities operated by CRH Distribution Services LLC, including: (a) the street address of each facility; (b) the approximate square footage; (c) whether the facility is owned or leased; and (d) if leased, the landlord, the lease term, and the current annual rent. Please provide copies of the leases for the Company's largest or most material distribution facilities.
8.5. A description of any material environmental liabilities, remediation obligations, or environmental proceedings relating to any real property owned or leased by CRH or any of its subsidiaries, including: (a) any known contamination or hazardous waste conditions; (b) any ongoing or required remediation activities; (c) any notices of violation, orders, or directives received from environmental regulatory agencies; and (d) any pending or threatened environmental litigation. If no material environmental liabilities or proceedings exist, please confirm the same.
8.6. Copies of any title insurance policies, owner's title policies, lender's title policies, surveys, title reports, or title commitments for real property owned by CRH or any of its subsidiaries. If such documents are not readily available, a description of the title insurance coverage in place will suffice.
CATEGORY IX: INTELLECTUAL PROPERTY
9.1. A schedule of all registered trademarks, service marks, and trade names owned by CRH or any of its subsidiaries, including: (a) the mark or name; (b) the registration number; (c) the jurisdiction of registration (including federal, state, and foreign registrations); (d) the registration date; (e) the renewal date; and (f) the current status of each registration. This schedule should include all registrations held by Cascade Digital Commerce Inc. and Cascade Retail Canada ULC. Please also identify any trademark applications currently pending.
9.2. A schedule of all registered patents and pending patent applications owned by CRH or any of its subsidiaries, including: (a) the patent or application number; (b) the title or subject matter; (c) the jurisdiction of registration or filing; (d) the issue date (for registered patents) or filing date (for pending applications); and (e) the expiration date. If the Company holds no patents, please confirm the same.
9.3. A schedule of all registered copyrights owned by CRH or any of its subsidiaries, including the registration number, the title or description of the copyrighted work, the registration date, and the jurisdiction of registration. If the Company holds no copyright registrations, please confirm the same.
9.4. A description of all material domain names owned or controlled by CRH and its subsidiaries, including those associated with the e-commerce platform operated by Cascade Digital Commerce Inc. Please provide the domain name, the registrar, the registration date, and the expiration date for each material domain. A summary list will suffice.
9.5. Copies of any material intellectual property license agreements (both inbound and outbound) to which CRH or any of its subsidiaries is a party, including software license agreements, trademark license agreements, patent license agreements, and content license agreements. For agreements with standard commercial terms that are not individually material, a summary schedule identifying the licensor/licensee, the subject matter, and the material financial terms will suffice.
9.6. A description of any pending or threatened intellectual property disputes, including infringement claims, opposition proceedings, or invalidity challenges, asserted by or against CRH or any of its subsidiaries. If no such disputes exist, please confirm the same.
9.7. A description of any material trade secrets or proprietary technology owned or developed by CRH or any of its subsidiaries, together with a summary of the measures taken to protect the confidentiality and proprietary nature of such trade secrets and technology (e.g., non-disclosure agreements, access controls, employee confidentiality agreements, information security measures).
CATEGORY X: ADDITIONAL MATTERS
X.A. Transfer Agent
10.1. A copy of the transfer agent agreement (and all amendments, supplements, and addenda thereto) between CRH and Meridian Trust Company, N.A., which serves as transfer agent and registrar for CRH common stock. The registered address of Meridian Trust Company, N.A. is 6201 15th Avenue, Brooklyn, NY 11219.
10.2. Confirmation of the designated contact person at Meridian Trust Company, N.A. for purposes of the contemplated shelf registration and any related offerings. Our records indicate that the contact is William Ochoa, Vice President, Corporate Trust Services. Please confirm, or identify the current contact if different, together with telephone and email contact information.
10.3. Confirmation as to whether Meridian Trust Company, N.A. is expected to serve as trustee under any new indenture to be entered into in connection with potential offerings of debt securities under the Registration Statement. If a different trustee is anticipated, please identify the same.
X.B. Independent Auditor
10.4. A copy of the current engagement letter between CRH and Granville & Hooper LLP (the Company's independent registered public accounting firm), whose lead engagement partner is Sandra Kim, and whose offices are located at 1700 Market Street, Suite 2400, Philadelphia, PA 19103. Please include any amendments or supplements to the engagement letter.
10.5. Confirmation that Granville & Hooper LLP has served as CRH's independent registered public accounting firm continuously since FY2019. If there have been any changes, disputes, or disagreements with the auditor during this period (including any "reportable events" within the meaning of Item 304(a)(1)(v) of Regulation S-K), please describe the same.
10.6. A copy of the most recent management letter or internal control report delivered by Granville & Hooper LLP to CRH management or the Audit Committee, together with any management responses thereto.
10.7. Copies of any communications from Granville & Hooper LLP to CRH management or the Audit Committee regarding: (a) critical audit matters identified in connection with the most recent annual audit; (b) any material weaknesses or significant deficiencies in internal controls over financial reporting; (c) any adjustments arising from the audit process; or (d) any other matters required to be communicated under applicable Public Company Accounting Oversight Board ("PCAOB") auditing standards. Please include any required communications under PCAOB Auditing Standard No. 1301 (Communications with Audit Committees).
X.C. Corporate Governance
10.8. Copies of the Company's corporate governance guidelines, code of business conduct and ethics (applicable to all directors, officers, and employees), and code of ethics for senior financial officers (applicable to the Chief Executive Officer, Chief Financial Officer, and other senior financial personnel), in each case as currently in effect.
10.9. Copies of the charters for the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee of the Board of Directors, in each case as currently in effect. If any other Board committees have written charters, please provide copies of those as well.
10.10. Copies of any stockholder rights plan, "poison pill," rights agreement, or other shareholder protection mechanism currently in effect or adopted during the Review Period. If no such plan or mechanism exists, please confirm the same.
X.D. Regulation FD and Insider Trading
10.11. A copy of the Company's Regulation FD (Fair Disclosure) policy, as currently in effect, governing the disclosure of material non-public information to securities market professionals and other covered persons.
10.12. A copy of the Company's insider trading policy, as currently in effect, together with any related blackout period calendar or schedule applicable to directors, officers, and other covered persons. Please also identify any trading windows that are currently open or scheduled to open in the near term.
10.13. Copies of any Rule 10b5-1 trading plans currently in effect for any directors or executive officers of CRH, including the date of adoption, the broker, and a summary of the material terms (number of shares subject to the plan, duration, and any price limits or conditions). If no such plans are currently in effect, please confirm the same.
X.E. Nasdaq Compliance
10.14. Confirmation that CRH is in continued compliance with all applicable Nasdaq listing standards, including the Nasdaq Global Select Market listing requirements (or such other market tier on which CRH common stock is listed). Please confirm the specific Nasdaq market tier and the Company's understanding of its compliance status as of the date hereof.
10.15. Copies of any correspondence between the Company and Nasdaq (or the Nasdaq Listing Qualifications Department) regarding listing deficiencies, potential delistings, waivers, exceptions, or exemptions from any Nasdaq listing standard within the past three years. If no such correspondence exists, please confirm the same.
CLOSING INSTRUCTIONS
This Request List is preliminary in nature. Calderwood & Harkness LLP reserves the right to issue supplemental diligence requests as the review of the Company's documents and materials progresses, as the drafting of the Registration Statement and related disclosure documents advances, and as additional issues or matters are identified during the diligence process. The Company will be notified promptly of any supplemental requests.
Questions and Contact Information. Any questions regarding this Request List, including requests for clarification of any individual diligence item, should be directed to the following members of the Calderwood & Harkness LLP Capital Markets Group:
Eric Johannsen, Lead Associate Calderwood & Harkness LLP 1501 Fourth Avenue, Suite 4800 Seattle, WA 98101 Telephone: (206) 555-7420
Email: ejohanssen@calderwoodharkness.com
Claire Dempsey, Working Associate Calderwood & Harkness LLP 1501 Fourth Avenue, Suite 4800 Seattle, WA 98101 Telephone: (206) 555-7435
Email: cdempsey@calderwoodharkness.com
Timeline. The diligence process outlined herein supports the preparation of the Form S-3 Registration Statement targeting a filing date of May 26, 2026, with automatic effectiveness upon filing as a WKSI. Timely production of the requested materials is essential to maintaining this timeline. Accordingly, we respectfully request that the Company target completion of its production by May 5, 2026 to support circulation of a first draft of the Form S-3 and related base prospectus.
Method of Delivery. We request that all responsive documents and materials be provided electronically via Calderwood & Harkness LLP's secure document-sharing platform. Access credentials and upload instructions will be provided to the Company's in-house legal team under separate cover. Hard copies of any documents are available upon request if needed for review purposes. Please organize uploaded documents by Request List item number to facilitate efficient review.
Privilege and Confidentiality. Materials produced in response to this Request List should be marked as "Attorney-Client Privileged," "Attorney Work Product," or "Confidential" where applicable and appropriate. If any responsive documents are withheld in whole or in part on the basis of the attorney-client privilege, the attorney work-product doctrine, or any other applicable privilege, we request that the Company prepare and provide a privilege log identifying each withheld document with reasonable specificity, including the date of the document, the author(s), the recipient(s), a description of the subject matter sufficient to assess the privilege claim, and the specific privilege or doctrine asserted as the basis for withholding.
We sincerely appreciate the cooperation of the CRH in-house legal team, and we look forward to working closely with Anya Petrova and her colleagues to bring this matter to a successful and timely conclusion.
This Preliminary Diligence Request List is prepared by Calderwood & Harkness LLP in connection with its engagement by Cascade Retail Holdings Inc. and is intended solely for the use of the Company and its authorized representatives. This document is subject to the attorney-client privilege and the attorney work-product doctrine and should be treated as confidential. Distribution to third parties without the prior written consent of Calderwood & Harkness LLP is not authorized.
CALDERWOOD & HARKNESS LLP
By: ________
Eric Johannsen Lead Associate, Capital Markets Group