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MEMORANDUM

PRIVILEGED & CONFIDENTIAL ATTORNEY WORK PRODUCT

TO: Robert Adeyemi, Responsible Partner, Capital Markets Group Jennifer Kwon, Billing Partner, Capital Markets Group

FROM: Claire Dempsey, Working Associate, Capital Markets Group

REVIEWED BY: Eric Johannsen, Lead Associate, Capital Markets Group

DATE: April 18, 2026

RE: WKSI Eligibility and Form S-3 Analysis — Cascade Retail Holdings Inc. (Nasdaq: CRHI)

MATTER NO.: 1038-00003

CLIENT: Cascade Retail Holdings Inc.

I. Executive Summary

The purpose of this memorandum is to analyze whether Cascade Retail Holdings Inc. ("CRH" or the "Company") is eligible to register securities on Form S-3 under the Securities Act of 1933, as amended (the "Securities Act"), and whether the Company qualifies as a Well-Known Seasoned Issuer ("WKSI") under Rule 405 of the Securities Act. This analysis is being conducted in connection with the Company's proposed filing of a new universal shelf registration statement covering up to $3,000,000,000 in aggregate offering amount of securities (the "New Shelf"). The Company has engaged Calderwood & Harkness LLP to serve as issuer's counsel in connection with the preparation and filing of the New Shelf and any subsequent takedown offerings thereunder.

Based on the analysis set forth herein, we conclude that CRH satisfies all requirements for use of Form S-3 under General Instruction I.A of that form, and further qualifies as a WKSI under Rule 405 of the Securities Act. As a consequence, the New Shelf, filed as an automatic shelf registration statement pursuant to Rule 415(a)(1)(x) of the Securities Act, will become effective immediately upon filing with the Securities and Exchange Commission (the "SEC") under Rule 462(e) without SEC staff review and without the need for a pre-effective amendment or any waiting period.

This analysis is particularly time-sensitive because the Company's existing shelf registration statement on Form S-3 (File No. 333-248710), which was filed on June 12, 2023, and declared effective on June 28, 2023, is approaching the end of its three-year shelf life and will expire on June 28, 2026. The Company has identified a target filing date for the New Shelf of May 26, 2026, which will provide approximately one month of overlap between the New Shelf becoming effective and the expiration of the prior shelf, thereby ensuring continuous shelf registration capacity and uninterrupted access to the capital markets.

This memorandum sets forth in detail the factual background concerning CRH, the applicable legal requirements under the Securities Act and the rules and forms promulgated thereunder, and our analysis of each element of eligibility and qualification. Certain diligence items remain open and are identified in Section VII below; this memorandum should be updated to reflect the results of such diligence prior to the filing of the New Shelf.

II. Background — Cascade Retail Holdings Inc.

The following background information is based on publicly available filings with the SEC, information provided by Company counsel, and our own independent review of publicly available records. This section is intended to provide context for the eligibility analysis that follows.

Corporate Organization. Cascade Retail Holdings Inc. is a corporation incorporated under the laws of the State of Delaware on September 14, 2001 (Delaware File Number 3487201). The Company's registered agent in Delaware is National Registered Agents of Delaware, Inc., located at 160 Greentree Drive, Suite 101, Dover, Delaware 19904. The Company's corporate headquarters are located at 4200 Harbor Boulevard, Suite 1100, Bellevue, Washington 98004. Its Employer Identification Number is 91-2074583 and its Central Index Key ("CIK") Number on the SEC's EDGAR system is 0001287450.

Public Listing. The Company's common stock has been listed and traded on the Nasdaq Global Select Market under the ticker symbol "CRHI" since March 22, 2004, when the Company completed its initial public offering. The Company's transfer agent and registrar is Meridian Trust Company, N.A.

Business Operations. CRH is an omni-channel retail and e-commerce company that operates 387 physical retail stores across 29 U.S. states and 41 stores in Canada through its wholly-owned subsidiary, Cascade Retail Canada ULC, a British Columbia unlimited liability company. In addition to its physical retail footprint, the Company operates a direct-to-consumer digital commerce platform through Cascade Digital Commerce Inc., a Delaware corporation. The Company's operations span multiple retail categories and serve a broad consumer demographic across North America.

Fiscal Year. The Company's fiscal year ends on January 31 of each year. References in this memorandum to "FY2026" refer to the fiscal year ended January 31, 2026, the Company's most recently completed fiscal year.

Executive Management. The Company's principal executive officers include:

• Franklin "Frank" Alvarez — Chief Executive Officer

• Marcus Cheng — Senior Vice President, Chief Financial Officer

• Diane Kowalski — Executive Vice President, General Counsel & Corporate Secretary

Board of Directors. The Company's Board of Directors is composed of 11 members, nine of whom have been determined by the Board to be independent under the applicable rules of the Nasdaq Stock Market and the SEC. The Board maintains standing Audit, Compensation, and Nominating and Corporate Governance committees, each composed entirely of independent directors.

Material Subsidiaries. The Company conducts its operations principally through the following material subsidiaries:

• Cascade Retail Operating Company LLC — a Delaware limited liability company and the Company's primary operating subsidiary, through which the Company's U.S. retail store operations are conducted;

• Cascade Digital Commerce Inc. — a Delaware corporation that operates the Company's direct-to-consumer digital commerce platform;

• CRH Distribution Services LLC — a Washington limited liability company that manages the Company's supply chain and distribution center operations; and

• Cascade Retail Canada ULC — a British Columbia, Canada unlimited liability company that conducts the Company's Canadian retail operations.

Independent Auditor. The Company's independent registered public accounting firm is Granville & Hooper LLP, which has served as the Company's auditor since the fiscal year ended January 31, 2019 (FY2019). Granville & Hooper LLP issued an unqualified opinion on the Company's consolidated financial statements and internal control over financial reporting for FY2026.

Capitalization. As of March 15, 2026, the Company's authorized capital stock consists of 500,000,000 shares of common stock, par value $0.01 per share, and 25,000,000 shares of preferred stock, par value $0.01 per share. As of such date, 214,600,000 shares of common stock were issued and outstanding. No shares of preferred stock have been issued or are outstanding.

Financial Profile. For FY2026, the Company reported total revenue of approximately $11.42 billion, net income of approximately $487.3 million, and adjusted EBITDA of approximately $1.14 billion (representing an adjusted EBITDA margin of approximately 9.99%). As of January 31, 2026, the Company had total assets of approximately $9.67 billion, total debt of approximately $2.18 billion, and cash and cash equivalents of approximately $610 million, resulting in net debt of approximately $1.57 billion and a net debt-to-adjusted EBITDA ratio of approximately 1.38×. The Company currently pays a quarterly cash dividend of $0.22 per share, representing an annualized dividend of $0.88 per share and an aggregate annual dividend payout of approximately $188.8 million.

III. Form S-3 Eligibility Analysis — General Instruction I.A

Form S-3 is a short-form registration statement available under the Securities Act for primary and secondary offerings of securities by issuers that satisfy certain eligibility requirements. The principal advantage of Form S-3 is that it permits incorporation by reference of the registrant's Exchange Act reports, thereby reducing the volume of disclosure required to be included directly in the registration statement and enabling shelf registration of securities for future issuance. The eligibility requirements for Form S-3 are set forth in General Instructions I.A (registrant requirements) and I.B (transaction requirements). We address each in turn.

A. Registrant Requirements (General Instruction I.A.1–I.A.5)

General Instruction I.A of Form S-3 sets forth five registrant requirements, each of which must be satisfied for the registrant to be eligible to use the form. Our analysis of each requirement as applied to CRH follows.

1. Organization and Principal Place of Business (General Instruction I.A.1). General Instruction I.A.1 requires that the registrant be organized under the laws of the United States or any State thereof, or the District of Columbia, and have its principal business operations in the United States or its territories.

CRH is organized under the laws of the State of Delaware, having been incorporated on September 14, 2001. The Company's principal business operations are located in the United States, with its corporate headquarters in Bellevue, Washington and the substantial majority of its retail operations and revenue generated within the United States. Although the Company conducts certain retail operations in Canada through Cascade Retail Canada ULC, the Company's principal business operations are, and at all relevant times have been, located within the United States.

Conclusion: CRH satisfies the requirement of General Instruction I.A.1.

2. Reporting History (General Instruction I.A.2). General Instruction I.A.2 requires that the registrant have been subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and have filed all reports required to be filed thereunder for a period of at least 12 calendar months immediately preceding the filing of the registration statement (or for such shorter period that the registrant was required to file such reports).

CRH has been subject to the reporting requirements of Section 13 of the Exchange Act continuously since March 22, 2004, the date of its initial public offering and listing on the Nasdaq Global Select Market. This represents a reporting history of more than 22 years. The requirement of 12 calendar months of reporting history is therefore satisfied by a substantial margin. Our review of the Company's EDGAR filing history, discussed in greater detail below, confirms that the Company has filed all required Exchange Act reports during the relevant period.

Conclusion: CRH satisfies the requirement of General Instruction I.A.2.

3. Timely Filing of Exchange Act Reports (General Instruction I.A.3). General Instruction I.A.3 requires that the registrant have filed in a timely manner all reports required to be filed pursuant to Sections 13 and 15(d) of the Exchange Act during the 12 calendar months and any portion of a month immediately preceding the filing of the registration statement (or for such shorter period that the registrant was required to file such reports). In addition, the registrant must have filed in a timely manner the most recent annual report required to be filed pursuant to Section 13(a) or Section 15(d) of the Exchange Act.

We have conducted a review of CRH's EDGAR filing history under CIK 0001287450 covering the period from May 2025 through April 2026, which encompasses the 12 calendar months immediately preceding the anticipated filing date of the New Shelf on May 26, 2026. Based on this review, we have confirmed the timely filing of the following reports:

• Annual Report on Form 10-K for the fiscal year ended January 31, 2026 (FY2026), which was filed with the SEC within the 60-day filing deadline applicable to large accelerated filers;

• Quarterly Reports on Form 10-Q for each of the quarters ended May 3, 2025, August 2, 2025, and November 1, 2025, each of which was filed with the SEC within the 40-day filing deadline applicable to large accelerated filers;

• Current Reports on Form 8-K, filed as required upon the occurrence of reportable events during the relevant period; and

• Definitive Proxy Statement on Schedule 14A for the Company's 2025 Annual Meeting of Stockholders, which was filed with the SEC in accordance with applicable timing requirements.

Our review did not identify any delinquent filings or any failure by CRH to timely file any required Exchange Act report during the relevant period. We have also received preliminary verbal confirmation from Anya Petrova, VP, Deputy General Counsel of CRH, that the Company is not aware of any delinquent Exchange Act filings. A formal written officer's certificate confirming the timely filing of all Exchange Act reports during the relevant period will be obtained from the Company prior to the filing of the New Shelf.

Conclusion: Based on the foregoing review and subject to receipt of the officer's certificate, CRH satisfies the requirement of General Instruction I.A.3.

4. No Default on Debt Obligations (General Instruction I.A.4). General Instruction I.A.4 provides that a registrant is not eligible to use Form S-3 if, since the end of the last fiscal year covered by an annual report required to be filed under Section 13(a) or Section 15(d) of the Exchange Act, the registrant has (i) failed to pay any dividend or sinking fund installment on preferred stock, or (ii) defaulted on any installment of indebtedness for borrowed money, or (iii) defaulted on any rental on one or more long-term leases, in each case where such default or failure, in the aggregate, is material to the financial position of the registrant and its consolidated subsidiaries taken as a whole.

Based on our preliminary diligence, including representations made by Anya Petrova, VP, Deputy General Counsel of the Company, CRH has not, since the end of its most recently completed fiscal year (January 31, 2026), experienced any such defaults or failures. Specifically, we have reviewed the following material debt obligations and confirmed no default or event of default:

• $1.5 Billion Senior Secured Revolving Credit Facility with Northgate Capital Bank, N.A. as administrative agent, syndicated among a consortium of lenders. The facility has a maturity date of August 15, 2029. As of the date of this memorandum, approximately $430 million is drawn under the facility. No events of default have been identified, and the Company has confirmed compliance with all financial covenants contained therein, including the maximum leverage ratio covenant and the minimum interest coverage ratio covenant.

• 4.250% Senior Notes due 2031 — $750 million aggregate principal amount outstanding, issued pursuant to an indenture dated as of November 2024 by and between CRH and Meridian Trust Company, N.A., as trustee. All semi-annual interest payments have been made when due. No events of default have been identified.

• 5.125% Senior Notes due 2034 — $500 million aggregate principal amount outstanding, issued pursuant to a separate indenture by and between CRH and Meridian Trust Company, N.A., as trustee. All semi-annual interest payments have been made when due. No events of default have been identified.

As noted in Section VII below, we will obtain formal written confirmation from the Company regarding the absence of defaults or events of default under each of these instruments prior to the filing of the New Shelf.

CRH has no preferred stock outstanding and accordingly has not failed to pay any dividend or sinking fund installment on preferred stock. With respect to long-term lease obligations, CRH disclosed approximately $3.2 billion in operating lease liabilities in its most recent Annual Report on Form 10-K, primarily related to its retail store locations and distribution centers. We are not aware of any material defaults on such lease obligations, and the Company's in-house counsel has confirmed no such defaults.

Conclusion: Based on the foregoing analysis and subject to receipt of formal confirmations, CRH satisfies the requirement of General Instruction I.A.4.

5. No Ineligible Issuers (General Instruction I.A.5). General Instruction I.A.5, together with the related provisions of Rule 405 of the Securities Act, requires that the registrant not be a shell company (as defined in Rule 12b-2 under the Exchange Act), a blank check company (as defined in Rule 419 under the Securities Act), or an issuer of asset-backed securities, nor otherwise ineligible to use the form.

CRH is an operating company with substantial revenue, employees, and physical and digital retail operations. It is not a shell company, as it has substantial operations and assets beyond nominal levels. It is not a blank check company, as its business plan is fully developed and it does not propose to engage in a merger or acquisition with an unidentified company. It is not an issuer of asset-backed securities. We are not aware of any other condition that would render CRH ineligible to use Form S-3 under General Instruction I.A.5.

Conclusion: CRH satisfies the requirement of General Instruction I.A.5.

B. Transaction Requirement — General Instruction I.B.1 (Primary Offerings)

In addition to the registrant requirements of General Instruction I.A, Form S-3 imposes transaction requirements under General Instruction I.B that vary depending on the type of offering being registered. Because the New Shelf is a universal shelf registration statement intended to cover primary offerings by the Company (as well as potentially secondary offerings by selling securityholders), the relevant transaction requirement is that set forth in General Instruction I.B.1 for primary offerings by or on behalf of the registrant.

General Instruction I.B.1 requires that the aggregate market value of the registrant's voting and non-voting common equity held by non-affiliates (commonly referred to as "public float") equal or exceed $75 million. This threshold is calculated by reference to a price within 60 days of the filing of the registration statement.

As set forth in greater detail in Section IV.C below, CRH's public float is approximately $5,901,238,246, calculated as of April 4, 2026. This amount exceeds the $75 million threshold by approximately $5.83 billion and is approximately 78.7 times the required minimum amount.

Accordingly, CRH is eligible to conduct primary offerings of any type of security on Form S-3, including offerings of common stock, preferred stock, debt securities (both senior and subordinated), depositary shares, warrants, subscription rights, purchase contracts, and units consisting of combinations of such securities.

We note that the alternative transaction requirements under General Instruction I.B.2 through I.B.5 (applicable to secondary offerings, offerings of non-convertible securities, and certain other transaction types) are not separately analyzed here because the Company satisfies the more broadly enabling requirement of General Instruction I.B.1.

C. Conclusion on Form S-3 Eligibility

Based on the foregoing analysis, CRH satisfies all five registrant requirements under General Instruction I.A of Form S-3 and the transaction requirement under General Instruction I.B.1 for primary offerings. CRH is fully eligible to use Form S-3 for the proposed New Shelf universal shelf registration statement. This conclusion is subject to the final confirmations and diligence items identified in Section VII below.

IV. WKSI Qualification Analysis — Rule 405 of the Securities Act

A. Definition of WKSI Under Rule 405

Rule 405 of the Securities Act defines a "well-known seasoned issuer" as an issuer that, as of the most recent "determination date" (generally, the date of filing of the most recent annual report on Form 10-K, or in the case of an automatic shelf filing, the date of filing of such registration statement), satisfies the following conditions:

(i) The issuer meets the registrant requirements of Form S-3 (or, for foreign private issuers, Form F-3) and is eligible to register a primary offering of its securities on such form;

(ii) Either:

(a) as of a date within 60 days before the determination date, the aggregate worldwide market value of the issuer's outstanding voting and non-voting common equity held by non-affiliates (i.e., public float) is $700 million or more; or

(b) the issuer has issued in the last three years at least $1 billion aggregate principal amount of non-convertible securities (other than common equity) in registered primary offerings for cash, not exchange; and

(iii) The issuer is not an "ineligible issuer" as defined in Rule 405.

The WKSI determination is significant because it unlocks a set of regulatory benefits that substantially enhance the speed, flexibility, and efficiency of the capital-raising process for qualifying issuers. These benefits are discussed in Section V below.

B. Form S-3 Eligibility — Confirmed

As analyzed in detail in Section III above, CRH satisfies all registrant requirements of Form S-3 and is eligible to register a primary offering of its securities on that form. The first element of the WKSI definition is therefore satisfied.

C. Public Float Calculation

CRH proposes to qualify as a WKSI under the public float test set forth in clause (ii)(a) of the Rule 405 definition, which requires a public float of $700 million or more. Our calculation of CRH's public float is as follows:

Outstanding Shares of Common Stock. As of March 15, 2026, the Company had 214,600,000 shares of common stock issued and outstanding, based on the Company's internal share records as provided to us by the office of the Corporate Secretary. This figure is consistent with the share count disclosed in the Company's Annual Report on Form 10-K for FY2026.

Authorized Capital Stock. The Company's Restated Certificate of Incorporation authorizes 500,000,000 shares of common stock, par value $0.01 per share, and 25,000,000 shares of preferred stock, par value $0.01 per share. No shares of preferred stock have been issued or are outstanding.

Determination of Affiliate-Held Shares. Under Rule 405, the public float calculation requires exclusion of shares held by "affiliates" of the issuer. An "affiliate" is defined under Rule 405 to mean a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the issuer. For purposes of this calculation, we have treated as affiliates all directors, executive officers, and other persons known to us (based on publicly available beneficial ownership information) to exercise control over the Company.

Based on our review of the most recent definitive proxy statement filed by the Company on Schedule 14A, and supplemented by our review of Forms 3, 4, and 5 filed by the Company's directors and officers under Section 16 of the Exchange Act, we estimate that approximately 13.2% of the Company's outstanding shares of common stock are held by directors, executive officers, and other affiliates of the Company. This translates to approximately 28,327,200 shares (214,600,000 × 13.2%).

Non-Affiliate Shares. Subtracting affiliate-held shares from total outstanding shares yields approximately 186,272,800 non-affiliate shares. We note that the precise non-affiliate share count derived from the Company's most recent proxy filing, after accounting for rounding and updates between the applicable record dates, is 186,276,480 shares. We use the latter, more precise figure for purposes of our calculation.

Reference Stock Price. For purposes of this analysis, we have used the closing price of CRH common stock on the Nasdaq Global Select Market on April 4, 2026, which was $31.68 per share. This date falls within the 60-day window preceding the anticipated filing date of May 26, 2026, as required by Rule 405 for the public float calculation.

Public Float Calculation:

186,276,480 non-affiliate shares × $31.68 per share = $5,901,238,246

WKSI Threshold Comparison. The WKSI public float threshold under Rule 405 is $700,000,000. CRH's calculated public float of approximately $5,901,238,246 exceeds this threshold by approximately $5,201,238,246, representing approximately 8.4 times the minimum required amount. Even if the Company's stock price were to decline significantly between now and the filing date, CRH would continue to satisfy the $700 million threshold by a substantial margin. For context, CRH's stock price would need to decline to approximately $3.76 per share (an approximately 88% decline from the April 4, 2026 closing price) before the Company's public float would fall below the WKSI threshold. We do not consider such a decline to be a reasonably foreseeable risk.

Total Market Capitalization. For reference purposes, the total market capitalization of CRH as of April 4, 2026 is approximately $6,798,528,000 (214,600,000 shares × $31.68 per share).

We note that the public float calculation should be updated using a stock price within 60 days of the actual filing date of the New Shelf. Assuming the filing occurs on or about May 26, 2026, any closing price between approximately March 27, 2026 and May 26, 2026 may be used. The April 4, 2026 price used herein provides a reasonable current estimate, and we do not anticipate any material change to the analysis.

D. Ineligible Issuer Analysis — Rule 405

The third element of WKSI qualification requires that the issuer not be an "ineligible issuer" as defined in Rule 405. Rule 405 sets forth a number of conditions, any one of which would render an issuer ineligible and thereby disqualify it from WKSI status (and, in certain cases, from using certain free writing prospectuses and other communications). We have analyzed each condition as applied to CRH.

1. Bankruptcy / Receivership. Under Rule 405, an issuer is an "ineligible issuer" if it has filed a petition for, or has been the subject of, any bankruptcy, insolvency, or similar proceeding within the past three years, or if it has been the subject of a proceeding for the appointment of a receiver, fiscal agent, or similar officer within such period. Based on our review of publicly available records and information provided by Company counsel, CRH is not and has not been in bankruptcy, insolvency, or receivership proceedings, nor has it been the subject of any such proceedings during the prior three-year period or at any time during its history as a public company.