1038-00003 · Client 1038 · Transaction Documents

draft-form-s3-registration-statement.docx DOCUMENT Capital Markets

11 / 12 ← → ✕

Contract analysis Extract to table

As filed with the Securities and Exchange Commission on [●], 2026

Registration No. 333-[●]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CASCADE RETAIL HOLDINGS INC.

(Exact name of registrant as specified in its charter)

4200 Harbor Boulevard, Suite 1100 Bellevue, Washington 98004 (425) [●]-[●]

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Diane Kowalski Executive Vice President, General Counsel & Corporate Secretary Cascade Retail Holdings Inc. 4200 Harbor Boulevard, Suite 1100 Bellevue, Washington 98004 (425) [●]-[●]

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a copy to:

Robert Adeyemi Calderwood & Harkness LLP 1501 Fourth Avenue, Suite 4800 Seattle, Washington 98101 (206) [●]-[●]

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.

CALCULATION OF REGISTRATION FEE

(1) An indeterminate aggregate initial offering price and number or amount of each identified class of securities is being registered as may from time to time be issued at indeterminate prices. Separate consideration may or may not be received for securities that are issuable upon exercise, conversion, or exchange of other securities or that are issued in units.

(2) Pursuant to Rule 416 under the Securities Act, this registration statement also covers such additional shares of common stock as may become issuable as a result of stock splits, stock dividends, or similar transactions.

(3) In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, the registrant is deferring payment of all of the registration fee required in connection with this registration statement. The registrant will pay the registration fee on a pay-as-you-go basis in connection with each offering of securities under this registration statement.

(4) Each unit will be issued under a unit agreement and will represent an interest in two or more securities, which may or may not be separable from one another.

(5) Estimated for reference purposes only at the rate of $153.10 per $1,000,000 of proposed maximum aggregate offering price ($3,000,000,000 × $153.10 / $1,000,000 = $459,300.00), based on the FY2026 SEC fee rate. Actual fee will be calculated at the time of each takedown.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PROSPECTUS

CASCADE RETAIL HOLDINGS INC.

$3,000,000,000

Common Stock

Preferred Stock

Debt Securities (Senior and Subordinated)

Depositary Shares

Warrants

Subscription Rights

Purchase Contracts

Units

Cascade Retail Holdings Inc., a Delaware corporation ("Cascade," "CRH," the "Company," "we," "us," or "our"), may offer and sell from time to time, in one or more offerings, any combination of the securities described in this prospectus having an aggregate initial offering price of up to $3,000,000,000.

This prospectus provides a general description of the securities we may offer. The specific terms of any securities offered by us will be described in one or more prospectus supplements to this prospectus. We may offer the securities separately or together, in separate series, in amounts, at prices, and on terms to be determined at the time of each offering.

Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement also may add, update, or change information contained in this prospectus. You should read carefully this prospectus, any applicable prospectus supplement, and any related free writing prospectus, together with the documents incorporated by reference herein and therein, before you invest in any of our securities.

Our common stock is listed on the Nasdaq Global Select Market under the symbol "CRHI." Unless otherwise provided in an applicable prospectus supplement, the other securities offered by this prospectus will not be listed on any securities exchange. If we seek to list any such securities on a securities exchange, the applicable prospectus supplement will disclose the exchange and the expected trading symbol or other identifying information.

Investing in our securities involves risks. See "Risk Factors" beginning on page [●] of this prospectus and in the documents incorporated by reference herein and in any applicable prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is [●], 2026.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The following table sets forth the various expenses expected to be incurred in connection with the issuance and distribution of the securities being registered hereby, other than underwriting discounts and commissions. Except for the SEC registration fee, all amounts are estimates.

(1) Pursuant to Rules 456(b) and 457(r) under the Securities Act, the registration fee will be paid on a deferred basis in connection with each offering of securities under this registration statement. The amount shown is an estimated amount calculated as $3,000,000,000 × $153.10 per $1,000,000 = $459,300.00.

All expenses other than the SEC registration fee and underwriting discounts and commissions are estimated. Actual expenses may vary depending on the amount, type and terms of the securities offered and the method of distribution.

Item 15. Indemnification of Directors and Officers

Section 102(b)(7) of the DGCL permits a corporation to include in its certificate of incorporation a provision eliminating or limiting the personal liability of directors to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, subject to certain exceptions. Our Amended and Restated Certificate of Incorporation contains provisions eliminating the personal liability of our directors for monetary damages for breach of fiduciary duty to the fullest extent permitted by the DGCL, as it presently exists or may hereafter be amended.

Section 145 of the DGCL provides that a Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation in such capacity for another entity, against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, subject to the limitations and conditions set forth in the DGCL.

Our Amended and Restated Bylaws provide, in general, that we shall indemnify our directors and officers to the fullest extent permitted by the DGCL, subject to certain conditions and procedural requirements. Our bylaws also provide for the advancement of expenses incurred by directors and officers in defending proceedings, subject to receipt of an undertaking to repay such amounts if it is ultimately determined that the person is not entitled to indemnification.

We maintain directors' and officers' liability insurance policies covering certain liabilities and expenses incurred by our directors and officers in connection with certain claims, subject to policy terms, conditions and exclusions. The identity of the current insurance carrier is to be confirmed.

Any underwriting agreement, distribution agreement, sales agreement or similar agreement that we may enter into in connection with the offering of securities registered hereby may provide for indemnification of our directors, officers and controlling persons by the underwriters, agents or dealers against certain liabilities, including liabilities under the Securities Act, or for contribution with respect to payments that such persons may be required to make.

Item 16. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this registration statement:

Item 17. Undertakings

The undersigned registrant hereby undertakes:

(a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement, or the most recent post-effective amendment thereof, which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; provided, however, that, notwithstanding the foregoing, any increase or decrease in volume of securities offered, if the total dollar value of securities offered would not exceed that which was registered, and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(i), (a)(ii) and (a)(iii) above do not apply if the registration statement is on Form S-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(b) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(d) That, for the purpose of determining liability under the Securities Act to any purchaser:

(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), Rule 424(b)(5) or Rule 424(b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), Rule 415(a)(1)(vii) or Rule 415(a)(1)(x), for the purpose of providing the information required by Section 10(a) of the Securities Act, shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale before such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(e) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities, other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding, is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(f) That, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act, and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act, that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on [●], 2026.

CASCADE RETAIL HOLDINGS INC.

By: ________

Name: Franklin Alvarez

Title: Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Franklin Alvarez, Marcus Cheng and Diane Kowalski, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to sign any registration statement relating to the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, and to file the same, with all exhibits thereto and all documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Note: 11 directors total; 9 independent. Individual director names to be inserted prior to filing.

EXHIBIT INDEX

The following is the exhibit index to this registration statement. The exhibit list below is subject to completion and updating, including the insertion of final incorporation-by-reference references and the filing of forms of instruments and opinions as indicated.

Draft prepared May 5, 2026 by Eric Johannsen and Claire Dempsey, Calderwood & Harkness LLP, under the supervision of Robert Adeyemi and Jennifer Kwon. C&H Matter No. 1038-00003. Initial working draft; bracketed placeholders require confirmation prior to filing.

Delaware	91-2074583
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

Title of Each Class of Securities to Be Registered	Proposed Maximum Aggregate Offering Price(1)(2)	Amount of Registration Fee(3)
Common Stock, par value $0.01 per share	—	—
Preferred Stock, par value $0.01 per share	—	—
Debt Securities (Senior and Subordinated)	—	—
Depositary Shares	—	—
Warrants	—	—
Subscription Rights	—	—
Purchase Contracts	—	—
Units(4)	—	—
Total	$3,000,000,000	$459,300.00(5)
Item	Estimated Amount
SEC Registration Fee(1)	$459,300.00
Accounting Fees and Expenses	$[●]
Legal Fees and Expenses	$[●]
Printing and Engraving Expenses	$[●]
Transfer Agent Fees and Expenses	$[●]
Rating Agency Fees	$[●]
Miscellaneous	$[●]
Total	$[●]
Exhibit No.	Description
1.1	Form of Underwriting Agreement (Equity) [to be filed by amendment or incorporated by reference]
1.2	Form of Underwriting Agreement (Debt) [to be filed by amendment or incorporated by reference]
3.1	Amended and Restated Certificate of Incorporation of Cascade Retail Holdings Inc. (incorporated by reference to [●])
3.2	Amended and Restated Bylaws of Cascade Retail Holdings Inc. (incorporated by reference to [●])
4.1	Specimen Common Stock Certificate (incorporated by reference to [●])

4.2	Form of Senior Indenture between Cascade Retail Holdings Inc. and Meridian Trust Company, N.A., as trustee [to be filed]
4.3	Form of Subordinated Indenture between Cascade Retail Holdings Inc. and Meridian Trust Company, N.A., as trustee [to be filed]
4.4	Form of Senior Debt Security [to be filed]
4.5	Form of Subordinated Debt Security [to be filed]
4.6	Form of Preferred Stock Certificate of Designations [to be filed]
4.7	Form of Deposit Agreement [to be filed]
4.8	Form of Depositary Receipt [to be filed]
4.9	Form of Warrant Agreement [to be filed]
4.10	Form of Subscription Rights Agreement [to be filed]
4.11	Form of Purchase Contract Agreement [to be filed]
4.12	Form of Unit Agreement [to be filed]
5.1	Opinion of Calderwood & Harkness LLP regarding the validity of the securities [to be filed]
23.1	Consent of Granville & Hooper LLP [to be filed]
23.2	Consent of Calderwood & Harkness LLP (included in Exhibit 5.1)
24.1	Power of Attorney (included on signature page)
25.1	Statement of Eligibility of Trustee on Form T-1 (Meridian Trust Company, N.A.) [to be filed]
107	Filing Fee Table
Signature	Name	Title	Date
________	Franklin Alvarez	Chief Executive Officer and Director (Principal Executive Officer)	[●], 2026
________	Marcus Cheng	Senior Vice President and Chief Financial Officer (Principal Financial Officer)	[●], 2026
________	[●]	Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer)	[●], 2026
________	[●]	Chair of the Board / Director	[●], 2026
________	[●]	Director	[●], 2026
________	[●]	Director	[●], 2026
________	[●]	Director	[●], 2026

________	[●]	Director	[●], 2026
________	[●]	Director	[●], 2026
________	[●]	Director	[●], 2026
________	[●]	Director	[●], 2026
________	[●]	Director	[●], 2026
________	[●]	Director	[●], 2026
Exhibit No.	Description
1.1	Form of Underwriting Agreement (Equity) [to be filed by amendment or incorporated by reference]
1.2	Form of Underwriting Agreement (Debt) [to be filed by amendment or incorporated by reference]
3.1	Amended and Restated Certificate of Incorporation of Cascade Retail Holdings Inc. (incorporated by reference to [●])
3.2	Amended and Restated Bylaws of Cascade Retail Holdings Inc. (incorporated by reference to [●])
4.1	Specimen Common Stock Certificate (incorporated by reference to [●])
4.2	Form of Senior Indenture between Cascade Retail Holdings Inc. and Meridian Trust Company, N.A., as trustee [to be filed]
4.3	Form of Subordinated Indenture between Cascade Retail Holdings Inc. and Meridian Trust Company, N.A., as trustee [to be filed]
4.4	Form of Senior Debt Security [to be filed]
4.5	Form of Subordinated Debt Security [to be filed]
4.6	Form of Preferred Stock Certificate of Designations [to be filed]
4.7	Form of Deposit Agreement [to be filed]
4.8	Form of Depositary Receipt [to be filed]
4.9	Form of Warrant Agreement [to be filed]
4.10	Form of Subscription Rights Agreement [to be filed]
4.11	Form of Purchase Contract Agreement [to be filed]
4.12	Form of Unit Agreement [to be filed]
5.1	Opinion of Calderwood & Harkness LLP regarding the validity of the securities [to be filed]
23.1	Consent of Granville & Hooper LLP [to be filed]

23.2	Consent of Calderwood & Harkness LLP (included in Exhibit 5.1)
24.1	Power of Attorney (included on signature page)
25.1	Statement of Eligibility of Trustee on Form T-1 (Meridian Trust Company, N.A.) [to be filed]
107	Filing Fee Table

As filed with the Securities and Exchange Commission on [●], 2026
Registration No. 333-[●]
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CASCADE RETAIL HOLDINGS INC.
(Exact name of registrant as specified in its charter)
4200 Harbor Boulevard, Suite 1100 Bellevue, Washington 98004 (425) [●]-[●]
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
Diane Kowalski Executive Vice President, General Counsel & Corporate Secretary Cascade Retail Holdings Inc. 4200 Harbor Boulevard, Suite 1100 Bellevue, Washington 98004 (425) [●]-[●]
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With a copy to:
Robert Adeyemi Calderwood & Harkness LLP 1501 Fourth Avenue, Suite 4800 Seattle, Washington 98101 (206) [●]-[●]
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.
CALCULATION OF REGISTRATION FEE
(1) An indeterminate aggregate initial offering price and number or amount of each identified class of securities is being registered as may from time to time be issued at indeterminate prices. Separate consideration may or may not be received for securities that are issuable upon exercise, conversion, or exchange of other securities or that are issued in units.
(2) Pursuant to Rule 416 under the Securities Act, this registration statement also covers such additional shares of common stock as may become issuable as a result of stock splits, stock dividends, or similar transactions.
(3) In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, the registrant is deferring payment of all of the registration fee required in connection with this registration statement. The registrant will pay the registration fee on a pay-as-you-go basis in connection with each offering of securities under this registration statement.
(4) Each unit will be issued under a unit agreement and will represent an interest in two or more securities, which may or may not be separable from one another.
(5) Estimated for reference purposes only at the rate of $153.10 per $1,000,000 of proposed maximum aggregate offering price ($3,000,000,000 × $153.10 / $1,000,000 = $459,300.00), based on the FY2026 SEC fee rate. Actual fee will be calculated at the time of each takedown.
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
PROSPECTUS
CASCADE RETAIL HOLDINGS INC.
$3,000,000,000
Common Stock
Preferred Stock
Debt Securities (Senior and Subordinated)
Depositary Shares
Warrants
Subscription Rights
Purchase Contracts
Units
Cascade Retail Holdings Inc., a Delaware corporation ("Cascade," "CRH," the "Company," "we," "us," or "our"), may offer and sell from time to time, in one or more offerings, any combination of the securities described in this prospectus having an aggregate initial offering price of up to $3,000,000,000.
This prospectus provides a general description of the securities we may offer. The specific terms of any securities offered by us will be described in one or more prospectus supplements to this prospectus. We may offer the securities separately or together, in separate series, in amounts, at prices, and on terms to be determined at the time of each offering.
Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement also may add, update, or change information contained in this prospectus. You should read carefully this prospectus, any applicable prospectus supplement, and any related free writing prospectus, together with the documents incorporated by reference herein and therein, before you invest in any of our securities.
Our common stock is listed on the Nasdaq Global Select Market under the symbol "CRHI." Unless otherwise provided in an applicable prospectus supplement, the other securities offered by this prospectus will not be listed on any securities exchange. If we seek to list any such securities on a securities exchange, the applicable prospectus supplement will disclose the exchange and the expected trading symbol or other identifying information.
Investing in our securities involves risks. See "Risk Factors" beginning on page [●] of this prospectus and in the documents incorporated by reference herein and in any applicable prospectus supplement.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is [●], 2026.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the various expenses expected to be incurred in connection with the issuance and distribution of the securities being registered hereby, other than underwriting discounts and commissions. Except for the SEC registration fee, all amounts are estimates.
(1) Pursuant to Rules 456(b) and 457(r) under the Securities Act, the registration fee will be paid on a deferred basis in connection with each offering of securities under this registration statement. The amount shown is an estimated amount calculated as $3,000,000,000 × $153.10 per $1,000,000 = $459,300.00.
All expenses other than the SEC registration fee and underwriting discounts and commissions are estimated. Actual expenses may vary depending on the amount, type and terms of the securities offered and the method of distribution.
Item 15. Indemnification of Directors and Officers
Section 102(b)(7) of the DGCL permits a corporation to include in its certificate of incorporation a provision eliminating or limiting the personal liability of directors to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, subject to certain exceptions. Our Amended and Restated Certificate of Incorporation contains provisions eliminating the personal liability of our directors for monetary damages for breach of fiduciary duty to the fullest extent permitted by the DGCL, as it presently exists or may hereafter be amended.
Section 145 of the DGCL provides that a Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation in such capacity for another entity, against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, subject to the limitations and conditions set forth in the DGCL.
Our Amended and Restated Bylaws provide, in general, that we shall indemnify our directors and officers to the fullest extent permitted by the DGCL, subject to certain conditions and procedural requirements. Our bylaws also provide for the advancement of expenses incurred by directors and officers in defending proceedings, subject to receipt of an undertaking to repay such amounts if it is ultimately determined that the person is not entitled to indemnification.
We maintain directors' and officers' liability insurance policies covering certain liabilities and expenses incurred by our directors and officers in connection with certain claims, subject to policy terms, conditions and exclusions. The identity of the current insurance carrier is to be confirmed.
Any underwriting agreement, distribution agreement, sales agreement or similar agreement that we may enter into in connection with the offering of securities registered hereby may provide for indemnification of our directors, officers and controlling persons by the underwriters, agents or dealers against certain liabilities, including liabilities under the Securities Act, or for contribution with respect to payments that such persons may be required to make.
Item 16. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this registration statement:
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement, or the most recent post-effective amendment thereof, which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; provided, however, that, notwithstanding the foregoing, any increase or decrease in volume of securities offered, if the total dollar value of securities offered would not exceed that which was registered, and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however, that paragraphs (a)(i), (a)(ii) and (a)(iii) above do not apply if the registration statement is on Form S-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(b) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(d) That, for the purpose of determining liability under the Securities Act to any purchaser:
(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), Rule 424(b)(5) or Rule 424(b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), Rule 415(a)(1)(vii) or Rule 415(a)(1)(x), for the purpose of providing the information required by Section 10(a) of the Securities Act, shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale before such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(e) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities, other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding, is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
(f) That, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act, and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act, that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on [●], 2026.
CASCADE RETAIL HOLDINGS INC.
By: ________
Name: Franklin Alvarez
Title: Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Franklin Alvarez, Marcus Cheng and Diane Kowalski, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to sign any registration statement relating to the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, and to file the same, with all exhibits thereto and all documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Note: 11 directors total; 9 independent. Individual director names to be inserted prior to filing.
EXHIBIT INDEX
The following is the exhibit index to this registration statement. The exhibit list below is subject to completion and updating, including the insertion of final incorporation-by-reference references and the filing of forms of instruments and opinions as indicated.
Draft prepared May 5, 2026 by Eric Johannsen and Claire Dempsey, Calderwood & Harkness LLP, under the supervision of Robert Adeyemi and Jennifer Kwon. C&H Matter No. 1038-00003. Initial working draft; bracketed placeholders require confirmation prior to filing.
Delaware | 91-2074583
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number)
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
Title of Each Class of Securities to Be Registered | Proposed Maximum Aggregate Offering Price(1)(2) | Amount of Registration Fee(3)
Common Stock, par value $0.01 per share | — | —
Preferred Stock, par value $0.01 per share | — | —
Debt Securities (Senior and Subordinated) | — | —
Depositary Shares | — | —
Warrants | — | —
Subscription Rights | — | —
Purchase Contracts | — | —
Units(4) | — | —
Total | $3,000,000,000 | $459,300.00(5)
Item | Estimated Amount
SEC Registration Fee(1) | $459,300.00
Accounting Fees and Expenses | $[●]
Legal Fees and Expenses | $[●]
Printing and Engraving Expenses | $[●]
Transfer Agent Fees and Expenses | $[●]
Rating Agency Fees | $[●]
Miscellaneous | $[●]
Total | $[●]
Exhibit No. | Description
1.1 | Form of Underwriting Agreement (Equity) [to be filed by amendment or incorporated by reference]
1.2 | Form of Underwriting Agreement (Debt) [to be filed by amendment or incorporated by reference]
3.1 | Amended and Restated Certificate of Incorporation of Cascade Retail Holdings Inc. (incorporated by reference to [●])
3.2 | Amended and Restated Bylaws of Cascade Retail Holdings Inc. (incorporated by reference to [●])
4.1 | Specimen Common Stock Certificate (incorporated by reference to [●])
4.2 | Form of Senior Indenture between Cascade Retail Holdings Inc. and Meridian Trust Company, N.A., as trustee [to be filed]
4.3 | Form of Subordinated Indenture between Cascade Retail Holdings Inc. and Meridian Trust Company, N.A., as trustee [to be filed]
4.4 | Form of Senior Debt Security [to be filed]
4.5 | Form of Subordinated Debt Security [to be filed]
4.6 | Form of Preferred Stock Certificate of Designations [to be filed]
4.7 | Form of Deposit Agreement [to be filed]
4.8 | Form of Depositary Receipt [to be filed]
4.9 | Form of Warrant Agreement [to be filed]
4.10 | Form of Subscription Rights Agreement [to be filed]
4.11 | Form of Purchase Contract Agreement [to be filed]
4.12 | Form of Unit Agreement [to be filed]
5.1 | Opinion of Calderwood & Harkness LLP regarding the validity of the securities [to be filed]
23.1 | Consent of Granville & Hooper LLP [to be filed]
23.2 | Consent of Calderwood & Harkness LLP (included in Exhibit 5.1)
24.1 | Power of Attorney (included on signature page)
25.1 | Statement of Eligibility of Trustee on Form T-1 (Meridian Trust Company, N.A.) [to be filed]
107 | Filing Fee Table
Signature | Name | Title | Date
________ | Franklin Alvarez | Chief Executive Officer and Director (Principal Executive Officer) | [●], 2026
________ | Marcus Cheng | Senior Vice President and Chief Financial Officer (Principal Financial Officer) | [●], 2026
________ | [●] | Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer) | [●], 2026
________ | [●] | Chair of the Board / Director | [●], 2026
________ | [●] | Director | [●], 2026
________ | [●] | Director | [●], 2026
________ | [●] | Director | [●], 2026
________ | [●] | Director | [●], 2026
________ | [●] | Director | [●], 2026
________ | [●] | Director | [●], 2026
________ | [●] | Director | [●], 2026
________ | [●] | Director | [●], 2026
________ | [●] | Director | [●], 2026
Exhibit No. | Description
1.1 | Form of Underwriting Agreement (Equity) [to be filed by amendment or incorporated by reference]
1.2 | Form of Underwriting Agreement (Debt) [to be filed by amendment or incorporated by reference]
3.1 | Amended and Restated Certificate of Incorporation of Cascade Retail Holdings Inc. (incorporated by reference to [●])
3.2 | Amended and Restated Bylaws of Cascade Retail Holdings Inc. (incorporated by reference to [●])
4.1 | Specimen Common Stock Certificate (incorporated by reference to [●])
4.2 | Form of Senior Indenture between Cascade Retail Holdings Inc. and Meridian Trust Company, N.A., as trustee [to be filed]
4.3 | Form of Subordinated Indenture between Cascade Retail Holdings Inc. and Meridian Trust Company, N.A., as trustee [to be filed]
4.4 | Form of Senior Debt Security [to be filed]
4.5 | Form of Subordinated Debt Security [to be filed]
4.6 | Form of Preferred Stock Certificate of Designations [to be filed]
4.7 | Form of Deposit Agreement [to be filed]
4.8 | Form of Depositary Receipt [to be filed]
4.9 | Form of Warrant Agreement [to be filed]
4.10 | Form of Subscription Rights Agreement [to be filed]
4.11 | Form of Purchase Contract Agreement [to be filed]
4.12 | Form of Unit Agreement [to be filed]
5.1 | Opinion of Calderwood & Harkness LLP regarding the validity of the securities [to be filed]
23.1 | Consent of Granville & Hooper LLP [to be filed]
23.2 | Consent of Calderwood & Harkness LLP (included in Exhibit 5.1)
24.1 | Power of Attorney (included on signature page)
25.1 | Statement of Eligibility of Trustee on Form T-1 (Meridian Trust Company, N.A.) [to be filed]
107 | Filing Fee Table

As filed with the Securities and Exchange Commission on [●], 2026

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

FORM S-3

REGISTRATION STATEMENT

THE SECURITIES ACT OF 1933

CASCADE RETAIL HOLDINGS INC.

CALCULATION OF REGISTRATION FEE

PROSPECTUS

CASCADE RETAIL HOLDINGS INC.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

SIGNATURES

CASCADE RETAIL HOLDINGS INC.

POWER OF ATTORNEY

EXHIBIT INDEX

Record

Parties

Dates

Amounts