Track market-moving stories before they get noisy

Key Takeaways CURLF raised its hostile Aurora bid to $1 cash and 0.4013 shares per share, but Aurora rejected it.Curaleaf's first-half 2026 revenues rose 8% to $664.3 million, while adjusted EBITDA margin fell to 20.6%.CURLF targets $35-$40 million in SG&A savings, but competition and pricing pressure remain key challenges.
Curaleaf Holdings (CURLF - Free Report) has added a new dimension to its growth strategy by pursuing a hostile takeover of Aurora Cannabis (ACB - Free Report) . While the proposed transaction could reshape Curaleaf's growth strategy, it also raises questions about deal execution, shareholder value and the potential implications for the company's existing business.

CURLF’s Bid Faces ResistanceCuraleaf formally launched its bid to acquire Aurora Cannabis in August, offering Aurora shareholders $0.75 in cash and 0.3463 CURLF shares for each ACB share. Based on Curaleaf’s share price before the announcement, the offer was worth approximately $4 per Aurora share, with the total value capped at $5 per share.

However, the bid was hostile from the beginning, as Curaleaf said Aurora had not responded meaningfully to its efforts to discuss a deal. ACB disputed the proposal’s merits, claiming it benefited Curaleaf more than its own shareholders. It also argued that the proposal undervalued its international medical cannabis operations and raised concerns about Curaleaf’s financial position.

At the beginning of October, Curaleaf improved its offer, raising the cash payment to $1 and the stock portion to 0.4013 CURLF shares per ACB share. The revised proposal increased the implied value to $5 per share and the maximum consideration to $6. Curaleaf also extended the offer deadline to Dec. 4, 2026.

Aurora’s board of directors rejected the revised offer last week, again arguing that it undervalued the company, while its special committee continues exploring other options. Curaleaf later criticized Aurora for refusing to share confidential information with it while allowing other potential buyers access. The takeover dispute remains unresolved.

With the takeover's outcome still uncertain, investors should also examine Curaleaf's broader business fundamentals, growth prospects and competitive position to determine if it remains worth considering.

CURLF’s Business Outlook Improves, Challenges RemainCuraleaf's business is showing signs of recovery, supported by improving U.S. operations, stronger wholesale demand and continued growth in international medical cannabis markets. It reported first-half 2026 revenues of $664.3 million, up 8% year over year. The company’s domestic business has returned to growth, while product innovation and retail expansion are helping strengthen its market position. Curaleaf continues to expand its presence, bringing its footprint to 80 locations in Florida and 190 nationwide. International revenues increased 30% from the prior-year period, highlighting the strength of Curaleaf's expanding presence in European medical cannabis markets.

Management also reported a 10% increase in retail transactions in the second quarter of 2026, which was partially offset by a roughly 4% decline in average unit retail pricing. These developments suggest that Curaleaf's growth is being supported by stronger customer traffic, although continued pricing pressure remains a challenge.

Margins, however, require closer attention. In the second quarter, Curaleaf's gross margin improved to 50%, up 70 basis points (bps) year over year, reflecting cultivation efficiencies, labor cost controls and a better product mix. Yet, adjusted EBITDA margin declined 120 bps to 20.6%. The company’s operating expenses also moved north, limiting the benefit of higher sales and improved gross margins. The key challenge is not only to maintain revenue growth but also to improve operating profitability.

To address the rise in expenses, management is targeting $35-$40 million in selling, general and administrative (SG&A) cost reductions over the next 12 months. Curaleaf also plans to increase the share of its international product supply sourced internally from approximately 20% to 50-75% over the next six to 12 months, aiming to reduce supply-chain volatility, improve European margins and lower inventory requirements.

If these initiatives deliver, they could improve profitability and cash generation. However, their success remains uncertain, particularly as international growth brings supply challenges and competitive pricing pressures persist.

Competition Remains IntenseCuraleaf faces competition from other multi-state cannabis operators that are expanding their retail presence and strengthening their branded-product businesses. Green Thumb Industries (GTBIF - Free Report) and TerrAscend (TSNDF - Free Report) are two notable competitors, with both pursuing expansion in markets where Curaleaf also operates.

Green Thumb has continued to expand its Florida retail network, bringing its footprint in the state to 26 locations and 120 stores nationwide. Its dispensaries offer brands such as RYTHM, Dogwalkers and &Shine, strengthening its retail reach and product distribution. As CURLF continues to expand its own Florida network, GTBIF’s growing presence could add to competition.

TerrAscend has also strengthened its presence in New Jersey by completing its acquisition of Aunt Mary's Dispensary last month. This retail store generates more than $10 million in annualized revenues, and TerrAscend expects the transaction to contribute immediately to EBITDA and free cash flow. The company also sees opportunities to improve the store's performance through its existing brand portfolio.  This expansion increases TerrAscend's reach in a market where Curaleaf also competes, adding pressure on the latter to retain customers and defend its market position.

CURLF Stock Performance & EstimatesYear to date, shares of Curaleaf Holdings have risen 7% against the industry’s 18% decline.

Image Source: Zacks Investment Research

The bottom-line estimates for 2026 and 2027 have remained constant over the past 60 days.

Image Source: Zacks Investment Research

How to Play CURLF Stock Now?Curaleaf's improving revenue growth, expanding retail presence and international opportunities are encouraging. However, margin pressure and rising operating expenses remain concerns, while management still needs to demonstrate that its cost-saving initiatives can translate into stronger profitability. The proposed Aurora acquisition adds another layer of uncertainty, as the deal's outcome remains unclear and could have implications for Curaleaf's financial flexibility and growth strategy.

Meanwhile, competition could make it more challenging for Curaleaf to maintain its market position and pricing power. Given these mixed signals and its Zacks Rank #3 (Hold), investors may adopt a cautious approach until Curaleaf improves its operating performance and uncertainty surrounding the Aurora bid eases.

You can see the complete list of today’s Zacks #1 Rank (Strong Buy) stocks here.

Opening on Florida's Atlantic coast brings the Company's Florida dispensary count to 79 and 189 nationwide

, /PRNewswire/ -- Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf" or the "Company"), a leading international provider of consumer cannabis products, today announced the opening of a new Florida dispensary: Curaleaf Wellington, located at 2495 S State Road 7, Suite 101, Wellington, FL 33414. The new store increases the Company's Florida footprint to 79 dispensaries and its nationwide total to 189 stores.

Located in Palm Beach County, Curaleaf Wellington sits on State Road 7 in the Wellington Green commercial district, near The Mall at Wellington Green and the Forest Hill Boulevard intersection, putting it within easy reach of patients in Wellington, Royal Palm Beach, Greenacres, and Lake Worth. Home to more than 61,000 residents, the Village of Wellington is best known as a world-class equestrian destination. Each winter, Wellington International hosts the Winter Equestrian Festival, the largest and longest-running horse show in the world, while the village's 9,000-acre Equestrian Preserve protects the polo fields, show grounds, and more than 100 miles of public bridle trails that define daily life there. That identity carries into the store itself, where a custom mural features locally inspired artwork celebrating the community and its equestrian heritage. The store will offer a wide range of products, including Curaleaf's Florida-exclusive Reef flower, Dark Heart ultra-premium flower, FIND flower, Anthem pre-rolls, and the Select Briq 2 all-in-one vape.

"Florida is one of the most important medical cannabis markets in the country, and its patient community keeps growing," said Boris Jordan, Chairman and CEO of Curaleaf. "Every new store we open is a commitment to grow alongside that community. With Wellington, we're bringing reliable care and high-quality products closer to home for more patients across Palm Beach County."

A grand opening celebration will take place at Curaleaf Wellington on Friday, October 16 and Saturday, October 17, beginning at 9:00 A.M. ET both days. The celebration will feature special promotions, giveaways, and in-store activations. Promotional offers include a spend-and-get pre-roll offer, a free eighth for the first 25 patients with a qualifying medical card each day, and a free 0.5g Curaleaf 510 cartridge with a qualifying purchase.

Curaleaf Wellington will operate Monday through Saturday from 9:00 A.M. to 8:30 P.M. ET, and Sunday from 10:00 A.M. to 7:00 P.M. ET. For more information about Curaleaf's Florida dispensaries, products, and patient resources, please visit https://curaleaf.com/dispensary/florida.

About Curaleaf Holdings
Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf") is a leading international provider of consumer products in cannabis with a mission to enhance lives by cultivating, sharing and celebrating the power of the plant. As a high-growth cannabis company known for quality, expertise and reliability, the Company and its brands, including Curaleaf, Select, Grassroots, FIND, Dark Heart, and Anthem, provide industry-leading service, product selection and accessibility across the medical and adult-use markets. Curaleaf International is powered by a strong presence in all stages of the supply chain. Its unique distribution network throughout Europe, Canada and Australasia brings together pioneering science and research with cutting-edge cultivation, extraction and production. Curaleaf is listed on the Toronto Stock Exchange under the symbol CURA and trades on the OTCQX market under the symbol CURLF. For more information, please visit https://ir.curaleaf.com.

Forward-Looking Statements
This media advisory contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward–looking statements or information. Generally, forward-looking statements and information may be identified by the use of forward-looking terminology such as "plans", "expects" or "proposed", "is expected", "intends", "anticipates", or "believes", or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. More particularly and without limitation, this news release contains forward-looking statements and information concerning the opening of a dispensary in Wellington, Florida. Such forward-looking statements and information reflect management's current beliefs and are based on assumptions made by and information currently available to the company with respect to the matter described in this news release. Forward-looking statements involve risks and uncertainties, which are based on current expectations as of the date of this release and subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Additional information about these assumptions and uncertainties is discussed in the Company's Form 8-K dated August 5, 2026 together with the annual report on Form 10-K for the year ended December 31, 2025 and the quarterly report on Form 10-Q for the quarter ended March 31, 2026, attached as exhibits thereto, as well as the Form 10-Q for the quarter ended June 30, 2026, each of which documents have been filed on the Company's EDGAR profile at www.sec.gov/edgar and SEDAR+ profile at www.sedarplus.ca, and as described from time to time in documents filed by the Company with the U.S. Securities and Exchange Commission and the Canadian securities regulatory authorities. Forward-looking statements contained herein are made only as to the date of this press release and we undertake no obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law. We caution investors not to place considerable reliance on the forward-looking statements contained in this press release. The Toronto Stock Exchange has not reviewed, approved or disapproved the content of this news release.

Investor Contact:
Curaleaf Holdings, Inc.
Camilo Lyon, Chief Investment Officer
[email protected]

Media Contact:
MATTIO Communications
[email protected]

SOURCE Curaleaf Holdings, Inc.

There's nothing quite like talk of an acquisition that can send a stock soaring quickly. Aurora Cannabis (ACB -3.12%) stock has been flying recently, as it has benefited from the takeover attempt that Curaleaf Holdings (CURLF -1.49%) launched a few months ago.

In August, Curaleaf announced plans for a hostile takeover of Aurora, after expressing frustration with efforts to pursue a deal privately. Curaleaf is a large multistate operator and one of the largest cannabis companies in the U.S. market, while Aurora is a Canadian-based cannabis company with a growing presence internationally, which is the key attraction for Curaleaf.

Recently, Curaleaf raised its offer for Aurora, in the hopes of swaying shareholders. As a result of the recent offers, Aurora's stock has taken off, rising by around 25% since Curaleaf first announced plans to make a bid. Can it still rise higher, and is now a good time to buy Aurora's stock?

Image source: Getty Images.

Curaleaf raises offer to $5Last week, Curaleaf announced it was going to raise the value of its offer for Aurora to $5. Previously, it had offered $4. Both offers are based on a mix of cash and stock.

Aurora released a press release, urging its shareholders not to take any action and that the company has a special committee which will thoroughly review the offer and provide shareholders with a formal recommendation. It also noted that shareholders won't have to make any decision until Dec. 4 or later, based on the offer's expiry date.

Previously, Aurora was adamant that the offer didn't reflect the company's value sufficiently. Now, however, the Board of Directors is taking the matter more seriously with a committee evaluating the bid.

There is the possibility that the offer ends up being rejected, at which point Curaleaf may raise its offer yet again, or perhaps walk away from the deal.

The last time Aurora's stock was trading at $5 or more was last December. But given the stock's 94% decline over the past five years, long-term investors may not be jumping at the chance to take the deal, particularly if they are hopeful of a better future ahead, with Aurora focusing on expanding into international cannabis markets.

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Why I believe Aurora's stock will go higher before the end of the yearIn recent years, Aurora has simplified its business and become less reliant on the Canadian cannabis market and instead focused its efforts internationally. It's still an unprofitable company, and there's a ton of risk here. But with Curaleaf showing a great deal of interest in the business, it's a good sign to investors that there are some quality assets in its portfolio. Curaleaf could have gone for Tilray Brands or Canopy Growth, but it opted for Aurora instead.

I don't think Aurora investors will rush to take the $5 offer simply because the stock is already fairly low with a market cap of around $280 million. Meanwhile, I think the international business is compelling enough for Curaleaf that it will continue to bid higher.

Investors, however, should tread carefully because if that doesn't happen and Curaleaf withdraws its offer, then Aurora's stock could quickly sink back down.

Increases total implied consideration by 25% to US$5.00 per Aurora Share, representing a premium of 86% to Aurora's Unaffected Share Price

Increases Cash consideration by 33% to US$1.00 per Aurora Share, which represents approximately 20% of the consideration mix

Increases Share Consideration to 0.4013 Curaleaf shares per Aurora Share and increases the Cap Price by 20% to US$6.00 per share

Enhanced proposal developed solely from publicly available information; Curaleaf remains committed to engaging with Aurora in a formal due diligence process and urges Aurora's Board to engage in good faith discussions regarding the Enhanced Offer

Enhanced Offer continues to provide Aurora Shareholders with the opportunity to become owners of the premium global cannabis platform and participate in the significant long-term upside of the combined company

, /PRNewswire/ -- Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf" or the "Company"), a leading international provider of consumer and medical cannabis products, today announced that it will file a Notice of Variation and Change to increase its offer (the "Enhanced Offer") to acquire all of the issued and outstanding common shares (the "Aurora Shares") of Aurora Cannabis Inc. ("Aurora") for consideration consisting of subordinate voting shares of Curaleaf (the "Curaleaf Shares") and cash.

Under the terms of the Enhanced Offer, Aurora shareholders would receive total implied consideration of US$5.00 per Aurora Share, comprised of 0.4013 Curaleaf Shares (the "Share Consideration") plus US$1.00 cash (the "Cash Consideration", and collectively with the Share Consideration, the "Amended Consideration") based on Curaleaf's U.S. dollar equivalent closing share price of C$14.21 (C$1.00 = US$0.7015) on October 2, 2026. Based on Aurora's 30-day volume weighted average price ("VWAP") of US$2.75 as of August 10, 2026 (the day before Curaleaf announced its intention to make its initial Offer (the "Unaffected Share Price"), the Enhanced Offer represents a premium of 86% to Aurora's Unaffected Share Price. Excluding the value of the cash and cash equivalents that Aurora has on its balance sheet, including its subsequent equity issuances pursuant to its at-the-market ("ATM") program issued during its fiscal first quarter, the Enhanced Offer represents a premium of 217% to the ex-cash Unaffected Share Price.  

The Enhanced Offer will also increase the Offer's maximum consideration per Aurora Share from US$5.00 to US$6.00 (the "Cap Price"). The Cap Price would represent a premium of 118% to Aurora's Unaffected Share Price and a 295% premium to the ex-cash Unaffected Share Price.

Boris Jordan, Chairman of the Board and Chief Executive Officer of Curaleaf, stated:

"Over the past several weeks, we have met with a significant percentage of Aurora's shareholder base, all of whom are supportive of the strategic rationale for the deal. This increased offer reflects careful consideration and shareholder input, demonstrating our continued commitment to reaching a successful outcome.

"Importantly, we are enhancing our proposal despite Aurora's refusal to engage and provide access to customary due diligence. We view this as a significant good-faith step that demonstrates our conviction in the merits of a combination and the value creation opportunity it represents.

"We have demonstrated our willingness to act in the best interest of shareholders. While this is not how we would expect to engage in a sale process, we are prepared to act because we believe strongly in the value creation opportunity. Importantly, if Aurora is providing diligence access to other parties, shareholders deserve a fair and open process that includes Curaleaf."

A combination of Curaleaf and Aurora would create the global cannabis leader, with operations across 17 countries, more than US$1.5 billion of last-twelve-month ("LTM") revenue, nearly US$350 million of LTM Adjusted EBITDA and at least US$40 million of expected annual cost synergies. Aurora shareholders would retain exposure to Aurora's international business while gaining ownership in Curaleaf's leading U.S. platform and future regulatory upside.

The combined company would be a larger, more diversified global cannabis platform with a pro forma market capitalization in excess of US$3 billion, with its scale, diversity and enhanced liquidity providing a significantly lower cost of capital than Aurora has today, providing Aurora shareholders with greater opportunities to capitalize on the global cannabis sector.

Curaleaf will be filing a Notice of Variation, Change and Extension (the "Notice of Variation and Change") to its Offer to Purchase and Circular and related offer materials to reflect the Enhanced Offer with the applicable Canadian securities regulatory authorities and a new Registration Statement on Form F-80 with the U.S. Securities and Exchange Commission. The Notice of Variation and Change is expected to be filed promptly. Aurora shareholders and other interested parties can find additional information regarding Curaleaf's Enhanced Offer, including materials and instructions on how to tender their shares, at grow.curaleaf.com, on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.

Although we do not believe required, as a sign of our commitment to the Enhanced Offer, the Notice of Variation and Change will also include the pro forma financial statements that Aurora suggests should be provided. The Notice of Variation and Change will also extend the Expiry Time under the Offer from 5:00pm (Mountain Time) on December 1, 2026 to 11:59pm (Mountain Time) on December 4, 2026.

IMPORTANT INFORMATION

This document does not constitute an offer to buy or the solicitation of an offer to sell any securities. The Offer by Curaleaf to purchase all outstanding common shares of Aurora is made solely by the Offer to Purchase and Circular dated August 18, 2026, as amended by the Notice of Variation and Change and as may be further amended or supplemented.

SECURITY HOLDERS ARE URGED TO READ THE NOTICE OF VARIATION AND CHANGE AS WELL AS THE OFFER TO PURCHASE AND CIRCULAR, THE REGISTRATION STATEMENTS ON FORM F-80, THE TENDER OFFER STATEMENT ON SCHEDULE 14D-1F, AND ALL OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Free copies are available at www.sedarplus.ca, www.sec.gov or by contacting the Information Agent, Carson Proxy Advisors, at 1-800-530-5189 (toll-free), 416-751-2066 (local/text), or [email protected].

NOTICE TO U.S. SHAREHOLDERS

The enforcement by investors of civil liabilities under the federal securities laws may be affected adversely by the fact that the subject company is located in a foreign country, and that some or all of its officers and directors are residents of a foreign country.

Investors should be aware that the bidder or its affiliates, directly or indirectly, may bid for or make purchases of the issuer's securities subject to the offer or of the issuer's related securities, or of the bidder's securities to be distributed or of the bidder's related securities, during the period of the tender offer, as permitted by applicable Canadian laws or provincial laws or regulations.

Curaleaf has filed with the SEC a Registration Statement on Form F-80 under the U.S. Securities Act of 1933 and a Tender Offer Statement on Schedule 14D-1F under the U.S. Securities Exchange Act of 1934 and will promptly be filing amendments to both to reflect the Enhanced Offer. The Offer is being conducted in accordance with Section 14(e) of the Exchange Act and Regulation 14E.

THE OFFER AND THE OFFEROR SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY U.S. STATE SECURITIES COMMISSION, NOR HAS ANY SUCH AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The Curaleaf Shares to be issued under the Offer have not been registered or otherwise qualified for offer and sale in certain U.S. states where shareholders may reside. No offer is made in those states except to qualifying Exempt Institutional Investors as described in the Offer to Purchase and Circular.

FORWARD-LOOKING INFORMATION

This document contains "forward-looking information" within the meaning of applicable Canadian securities laws and "forward-looking statements" within the meaning of applicable U.S. securities laws. Such statements relate to, among other things, the expected benefits, timing, and effects of the Offer, the timing for filing of the Notice of Variation and Change, and anticipated synergies from a combination of Curaleaf and Aurora. Forward-looking statements can often be identified by words such as "believes," "expects," "anticipates," "may," "will," or similar expressions.

Actual results may differ materially due to risks including: changes in general economic conditions; failure to satisfy conditions to the Offer; failure to realize anticipated synergies; fluctuations in foreign exchange and interest rates; regulatory changes; and other risks described under "Risk Factors" in the Offer to Purchase and Circular. The safe harbor for forward-looking statements does not apply to statements made in connection with a tender offer. Security holders should not place undue reliance on forward-looking information. Curaleaf disclaims any obligation to update forward-looking information except as required by law.

AURORA INFORMATION

Information concerning Aurora herein is based solely on Aurora's publicly available filings and other public sources. Aurora has not reviewed this document. Neither Curaleaf nor its officers or directors assumes responsibility for the accuracy or completeness of such information.

ADDITIONAL INFORMATION

The disposition of Common Shares and the acquisition of Curaleaf shares may have U.S. and Canadian tax consequences; shareholders should consult their own tax advisors and review the tax disclosure contained in the Offer to Purchase and Circular which are available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.

About Curaleaf Holdings

Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf") is a leading international provider of consumer products in cannabis with a mission to enhance lives by cultivating, sharing and celebrating the power of the plant. As a high-growth cannabis company known for quality, expertise and reliability, the Company and its brands, including Curaleaf, Select, Grassroots, Find, Dark Heart, and Anthem provide industry-leading service, product selection and accessibility across the medical and adult use markets. Curaleaf International is powered by a strong presence in all stages of the supply chain. Its unique distribution network throughout Europe, Canada and Australasia brings together pioneering science and research with cutting-edge cultivation, extraction and production. Curaleaf is listed on the Toronto Stock Exchange under the symbol CURA and trades on the OTCQX market under the symbol CURLF. For more information, please visit https://ir.curaleaf.com.

Contacts

Media Contact
Kekst CNC
[email protected] 

Investor Contact
Curaleaf Holdings, Inc.
[email protected] 

Shareholder Contact 
Carson Proxy Advisors
North American Toll Free Phone: 1-800-530-5189
Local (Collect outside North America): 416-751-2066
Email: [email protected] 

SOURCE Curaleaf Holdings, Inc.

Argues Aurora's share issuances are an improper and abusive defensive tactic that dilutes shareholders and interferes with consideration of Curaleaf's premium offer

Aurora's ATM issuances have diluted Aurora shareholders by ~11% since implementation of the ATM program and by approximately ~5% since June 2026, and increased the cost of Curaleaf's offer by more than US$11 million

, /PRNewswire/ -- Curaleaf Holdings, Inc. ("Curaleaf" or the "Company") today announced that it has filed an application (the "Application") with the Alberta Securities Commission ("ASC") to remedy abuse by Aurora of its at-the-market share issuance program (the "ATM Program") by ceasing the issuance of Aurora's shares (the "Shares") under the program while Curaleaf's offer to acquire all of the issued and outstanding Shares (the "Curaleaf Offer" or the "Offer") remains outstanding, and providing other remedies. Curaleaf has requested an expedited hearing before the ASC.

"Every Share Aurora sells below the Offer price raises the same question: if management believes US$4.00 undervalues the company and the company has ample cash, why continue diluting its shareholders? These issuances erode shareholder ownership value, increase the cost of the Offer, and make it harder for shareholders to decide their own future. They seem solely designed to protect management's position, at the expense of investors," said Boris Jordan, Chairman and Chief Executive Officer of Curaleaf.

"Today, we are taking action to protect Aurora shareholders from ongoing dilution by asking the Alberta Securities Commission to stop Aurora from continuing this abusive practice. Aurora shareholders deserve the freedom to decide whether to accept the Offer without Aurora management creating obstacles that limit their choice and value," concluded Mr. Jordan.

The Application sets forth why Aurora's use of the ATM Program is abusive and seeks appropriate remedies:

1. The Use of the ATM Program by Aurora is an Improper and Abusive Defensive Tactic

According to Curaleaf's Application, the issuance of Shares under the ATM Program is causing serious and ongoing harm to Curaleaf, Aurora shareholders, and the integrity of Alberta's capital markets. Curaleaf believes Aurora's use of the ATM Program:

Increases the total cost of Curaleaf's Offer; Makes it more difficult to reach Offer acceptance thresholds; Further dilutes existing Aurora shareholders; and Risks depriving Aurora shareholders of the opportunity to consider and tender to Curaleaf's Offer. The Application notes that Aurora established the ATM Program in February 2026 and stated that proceeds would be used for "strategic and accretive purposes only." The Application further notes that Aurora has recently described itself as having an "industry-leading balance sheet," being "debt-free," and having approximately C$149 million in cash. Curaleaf believes Aurora's use of the ATM Program while shareholders are considering a premium offer is inconsistent with those stated positions.

The Application further alleges that Aurora has been aware of Curaleaf's interest in pursuing a potential transaction since June 2026, yet continued issuing Shares through the ATM Program, including after Curaleaf publicly announced its intention to commence the Offer.

2. The ATM Program Should Be Cease Traded Pending the Offer

Curaleaf's Application requests, among other things, that the ASC:

Immediately halt further issuances under the ATM Program while the Offer remains outstanding; and Protect Aurora shareholders' ability to fairly consider and respond to Curaleaf's Offer. According to the Application:

Aurora has issued approximately 2.81 million Shares at an average price of US$3.04 per Share since Curaleaf first expressed interest to Aurora in pursuing a transaction; Those Share issuances have increased the aggregate value required to complete Curaleaf's Offer by more than US$11 million; Aurora has diluted shareholders by approximately 4.9% over the same period; and, The ATM Program has diluted shareholders by approximately 10.8% since implementation in February 2026. Curaleaf remains focused on providing Aurora shareholders with a compelling opportunity to realize significant value while participating in the future upside of the world's leading cannabis company. Aurora shareholders are encouraged to read the Offer documents carefully and in their entirety. They are also available on Curaleaf's website and on SEDAR+ (sedarplus.ca) and EDGAR (sec.gov), and Aurora shareholders are encouraged to visit https://grow.curaleaf.com/ for additional information regarding the Offer, including the strategic rationale for the Offer, expected benefits of the combination of the two companies, FAQs, and other relevant materials.

IMPORTANT INFORMATION

This document does not constitute an offer to buy or the solicitation of an offer to sell any securities. The Offer by Curaleaf to purchase all outstanding Shares is made solely by the Offer to Purchase and Circular dated August 18, 2026, as may be amended or supplemented from time to time.

SECURITY HOLDERS ARE URGED TO READ THE OFFER TO PURCHASE AND CIRCULAR, THE REGISTRATION STATEMENT ON FORM F-80, THE TENDER OFFER STATEMENT ON SCHEDULE 14D-1F, AND ALL OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Free copies are available at www.sec.gov or by contacting the Information Agent, Carson Proxy Advisors, at 1-800-530-5189 (toll-free), 416-751-2066 (local/text), or [email protected].

NOTICE TO U.S. SHAREHOLDERS

The enforcement by investors of civil liabilities under the federal securities laws may be affected adversely by the fact that the subject company is located in a foreign country, and that some or all of its officers and directors are residents of a foreign country.

Investors should be aware that Curaleaf or its affiliates, directly or indirectly, may bid for or make purchases of the Shares or of Aurora's related securities, or of Curaleaf's securities to be distributed or of Curaleaf's related securities, during the period of the Offer, as permitted by applicable Canadian laws.

Curaleaf has filed with the SEC a Registration Statement on Form F-80 under the U.S. Securities Act of 1933 and a Tender Offer Statement on Schedule 14D-1F under the U.S. Securities Exchange Act of 1934. The Offer is being conducted in accordance with Section 14(e) of the Exchange Act and Regulation 14E.

THE OFFER AND THE CURALEAF SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY U.S. STATE SECURITIES COMMISSION, NOR HAS ANY SUCH AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The Curaleaf shares have not been registered or otherwise qualified for offer and sale in certain U.S. states where shareholders may reside. No offer is made in those states except to qualifying Exempt Institutional Investors as described in the Offer to Purchase and Circular.

FORWARD-LOOKING INFORMATION

This document contains "forward-looking information" within the meaning of applicable Canadian securities laws and "forward-looking statements" within the meaning of applicable U.S. securities laws. Such statements relate to, among other things, the expected benefits and anticipated synergies from a combination of Curaleaf and Aurora. Forward-looking statements can often be identified by words such as "believes," "expects," "anticipates," "may," "will," or similar expressions.

Actual results may differ materially due to risks including: changes in general economic conditions; failure to satisfy conditions to the Offer; failure to realize anticipated synergies; fluctuations in foreign exchange and interest rates; regulatory changes; and other risks described under "Risk Factors" in the Offer to Purchase and Circular. The PSLRA safe harbor for forward-looking statements does not apply to statements made in connection with a tender offer. Security holders should not place undue reliance on forward-looking information. Curaleaf disclaims any obligation to update forward-looking information except as required by law.

AURORA INFORMATION

Certain information concerning Aurora herein is based solely on Aurora's publicly available filings and other public sources. Aurora has not reviewed this document. Neither Curaleaf nor its officers or directors assumes responsibility for the accuracy or completeness of such information.

ADDITIONAL INFORMATION

The disposition of Shares and the acquisition of Curaleaf may have U.S. and Canadian tax consequences; shareholders should consult their own tax advisors. Curaleaf's disclosure documents are available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.

About Curaleaf

Curaleaf (TSX: CURA) (OTCQX: CURLF) is a leading international provider of consumer products in cannabis with a mission to enhance lives by cultivating, sharing and celebrating the power of the plant. As a high-growth cannabis company known for quality, expertise and reliability, the Company and its brands, including Curaleaf, Select, Grassroots, Find, Dark Heart, and Anthem provide industry-leading service, product selection and accessibility across the medical and adult use markets. Curaleaf International is powered by a strong presence in all stages of the supply chain. Its unique distribution network throughout Europe, Canada and Australasia brings together pioneering science and research with cutting-edge cultivation, extraction and production. Curaleaf's subordinate voting shares are listed on the Toronto Stock Exchange under the symbol "CURA" and trade on the OTCQX market under the symbol "CURLF". For more information, please visit https://ir.curaleaf.com.

Contacts

Media Contact
Kekst CNC
[email protected] 

Investor Contact
Curaleaf Holdings, Inc.
[email protected] 

Shareholder Contact 
Carson Proxy Advisors
North American Toll Free Phone: 1-800-530-5189
Local (Collect outside North America): 416-751-2066
Email: [email protected] 

SOURCE Curaleaf Holdings, Inc.

Highlights

Curaleaf Offers a 45% Premium and Meaningful Future Upside: Aurora shareholders can realize immediate value alongside the opportunity to participate in the upside of a substantially larger, more diversified cannabis platform. Aurora Promotes a "Debt-Free" Balance Sheet While Overlooking Years of Shareholder Dilution to Fund It: Since September 2020, Aurora has raised $398 million in capital at the expense of shareholders through equity issuances, resulting in massive shareholder dilution. Additional dilution continues through its existing "At the Market" (ATM) program. Aurora's Board Doesn't Believe Its Own Valuation Argument: Within the last two quarters, Aurora's Board sold shares through its ATM program diluting shareholders at average prices of US$3.57 and US$3.09 per share, materially below the price it now argues is inadequate.  Aurora's Own Outlook Points to a Business Going Backwards, without any Go-Forward Vision: Management's own guidance calls for fiscal 2027 revenue to return to approximately fiscal 2025 levels, with adjusted EBITDA expected to decline precipitously from fiscal 2026; whereas Curaleaf has presented a clear vision to create value. Aurora's Business is Not Generating Cash, It is Burning It: Operating cash flow was negative in the June quarter, and shareholders remain exposed to substantial additional equity dilution through existing ATM programs. Curaleaf has generated $157 million of operating cash in the LTM period. Aurora's Never-Ending Transformation is Not Working: A six-year program is not a transformation. It is the business model. The current CEO was appointed in September 2020, and business transformation costs have been charged in seven consecutive years.  Aurora's Attacks Ignore Curaleaf's Superior Fundamentals: Curaleaf generates operating cash flow, is well positioned to benefit from multiple industry and regulatory catalysts and invests for growth. Access to institutional debt markets reflects lender confidence in this positioning. Curaleaf Offers a Stronger Business and a Better Platform. Shareholders receive equity in a company with broad exposure across U.S. medical and adult-use markets, positive cash flow generation, an international footprint with expansion opportunities, and multiple regulatory catalysts, with a strong growth profile and future cash-generating ability.  , /PRNewswire/ -- Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf"), a leading international provider of consumer and medical cannabis products, today responded to misleading statements contained in Aurora Cannabis Inc.'s (TSX: ACB) (NASDAQ: ACB) ("Aurora") Directors' Circular and reiterated its belief that the Curaleaf offer represents the most compelling path forward for Aurora shareholders.

"Aurora's continued refusal to engage in a meaningful price discussion regarding this transaction is disappointing and shows disregard for the interests of the Company's own shareholders. Not once has there been a counteroffer presented to us, which shows managements' motives to preserve their own positions versus creating value for shareholders," said Boris Jordan, Chairman and Chief Executive Officer of Curaleaf. "Rather than working constructively to evaluate a proposal that delivers immediate value and a substantial premium, Aurora's Board has chosen to rely on hollow arguments that are contradicted by its own actions."

Jordan continued: "Aurora's response sidesteps the fundamental question facing shareholders: if management's plan creates greater value than our offer, where is the evidence? Aurora's own guidance points to declining revenue and EBITDA, continued cash burn and further shareholder dilution. By contrast, Curaleaf offers shareholders a 45% premium and immediate exposure to one of the largest and most diversified cannabis companies in the world."

"We remain ready and willing to engage constructively with Aurora to discuss this offer at any point," Jordan concluded.

FAIR VALUE IS SET BY THE MARKET

Aurora argues that Curaleaf's offer fails to reflect the sum of its parts and points to historical trading levels as evidence of intrinsic value, while also stating that the $5 cap limits incremental upside.

We disagree and Aurora's own actions demonstrate they do as well. Here are the facts:

The offer represents a 45% premium to Aurora's unaffected trading price, which is among the 63rd percentile of Canadian M&A premiums paid over the last 10 years. Excluding cash, the premium represents 110%.  This premium is despite Aurora's management guiding to a smaller, less profitable business in fiscal 2027. In addition to the premium, the offer represents an implied CY2026E Adjusted EBITDA multiple of 12.0x, more than 68% higher than comparable Canadian peers. Aurora's Board approved dilutive equity issuances through its ATM program at average prices of US$3.57 during fiscal 2026 and more recently US$3.09 during the June quarter, prices materially below the Curaleaf offer and the value it now claims shareholders should reject. Aurora's share price has hit all-time lows under the current management team. Constant restructuring and inventory impairment charges presented as non-recurring for seven consecutive years. Aurora's management has consistently failed to properly integrate acquisitions and auditors have reported ineffective controls over inventory and biological assets in each year since FY2020 (KPMG resigned as Aurora's auditor in April 2024). The US$5.00 cap represents an 82% premium to Aurora's 30-day VWAP on the unaffected date of August 10, 2026 and a 197% premium on an ex-cash basis. Aurora's criticism of the cap structure is trying to deflect attention from the underlying significant and compelling premium the US$5.00 cap represents. The US$5.00 cap price represents an implied premium within the 92nd percentile of Canadian M&A premiums over the last 10 years. The proposed structure encourages Aurora shareholders to complete a transaction as soon as possible to lock in the exchange ratio and participate in the potential upside with Curaleaf. This is the same structure that Aurora itself used in its prior hostile M&A activity and its cap value had already been hit when the bid was launched publicly. The question shareholders must ask the Board is simple – If Aurora's assets were worth substantially more apart than together why haven't those separation opportunities been pursued after six years of strategic reviews and repositioning efforts by the same management team?

THE DECEMBER 2025 SHARE PRICE IS IRRELEVANT

Aurora highlights that its shares traded above US$5.00 as recently as December 2025.

Shareholders should focus on where the business is headed, not where the share price traded nine months ago. Since December 2025:

Canadian medical revenue has declined significantly and will continue to suffer as the reimbursement rates by Veterans Affairs Canada have been reduced by almost 30%; German regulators have removed insurance reimbursement, a meaningful contributor to Aurora's German business; Quarterly adjusted EBITDA has fallen by 63%; Operating cash flow has turned negative; Management has guided fiscal 2027 revenue to decline toward fiscal 2025 levels; and Fiscal 2027 adjusted EBITDA is expected to be significantly below fiscal 2026 levels. The market is a forward looking mechanism and Aurora's unaffected share price reflected weakening fundamental prospects for fiscal 2027 and beyond prior to our bid.

THE REAL QUESTION IS NOT BALANCE SHEET BUT EQUITY DILUTION

Aurora frequently emphasizes that it has no debt.

This argument omits a critical distinction: Equity shareholders have financed that balance sheet through multiple dilutive ATM programs through which Aurora has sold stock.

Since September 2020 alone, approximately US$398 million has been raised through dilutive share issuances, diluting shareholders by approximately 31%. Aurora maintains additional ATM capacity, while the business continues to rapidly burn cash. Operating cash flow was negative C$4.4 million in the June quarter. Debt can be repaid through cash flow. Equity dilution is permanent. Shareholders should decide for themselves which approach has better preserved ownership value.

CURALEAF'S BUSINESS IS LARGER, MORE DIVERSIFIED AND BETTER POSITIONED

Aurora has sought to characterize Curaleaf's capital structure, tax position, exchange listing, and dual-class share structure as disadvantages.

This argument belies the vastly superior fundamentals of Curaleaf's business. The facts are straightforward:

Curaleaf generated $50 million in operating cash flow and $17 million in free cash flow during the first half of 2026 while continuing to invest $33 million in growth. Curaleaf successfully raised US$500 million of senior secured notes from sophisticated institutional investors, reflecting lender confidence in the durability of its business and future cash flows. CURALEAF'S UNCERTAIN TAX POSITION (UTP) ADDRESSED THROUGH FEDERAL RESCHEDULING

Uncertain tax positions related to IRC section 280E are a well understood phenomenon in the U.S. cannabis market and are captured as liabilities in the valuations and trading multiples of U.S. Cannabis MSOs. The reclassification of medical cannabis from Schedule I to III on April 23, 2026 has removed the 280E tax treatment and ceased future accruals of the liability. The rescheduling of adult use cannabis is currently in process by the DEA and a similar outcome is expected. Curaleaf's UTP balance as a percentage of TEV (13%) is one of the lowest relative to the U.S. cannabis peer average of ~30%. CURALEAF'S DEBT POSITION IS WELL MANAGED AND SUPPORTED BY OPERATING CASH FLOWS

Curaleaf generated US$145 million of operating cash flow over the LTM period ended June 30, 2026, and has the highest revenue and is one of the most profitable operators based on EBITDA amongst its U.S. cannabis peers. Net debt [excluding UTP] represents ~25% of the Company's total capitalization which is below the peer average of 37%. Curaleaf's operating cash flow is expected to grow to approximately US$165 million by FY27E which represents growth of ~20% over FY25 operating cash flow of US$138 million, significantly above the peer average of approximately 3%. Curaleaf's profitability and continued growth of operating cash flows allow for rapid de-leveraging from ~3.3x net debt to LTM adjusted EBITDA to 2.7x by FY2027E. On a pro forma basis, synergies and consolidated operating cash flows will further support de-leveraging. TSX-LISTED CURALEAF LIQUIDITY HAS PROVEN TO EXCEED THAT OF NASDAQ-LISTED AURORA

The TSX is among the largest exchanges globally with more than 2,200 listed issuers making up over C$7 trillion of market capitalization, an exchange that Aurora also trades on; The TSX is the leading exchange for cannabis issuers, representing more than US$6 billion of market capitalization across the sector, almost double the aggregate market capitalization of cannabis companies listed on the tech-heavy NASDAQ. On a 2026 YTD[1] basis, Curaleaf has traded more value on the TSX (US$297 million) relative to Aurora's value traded on the NASDAQ (US$99 million). 2026 YTD1 value traded across all Canadian listings was US$527 million for Curaleaf and US$511 million for Aurora across all ancillary US listings. Ultimately, a company's performance is a more significant driver of its performance vs. the exchange on which it trades.  CURALEAF'S DUAL CLASS STRUCTURE IS A BENEFIT AS INCENTIVES ARE ALIGNED WITH SHAREHOLDERS

Management and other Curaleaf insiders own 21 million subordinate voting shares and 31 million multiple voting shares, representing an economic interest of ~20% and approximately US$500 million of value, significantly more than Aurora's insider ownership of ~1%. Some of the largest, founder owned, sector leaders, including some of the most notable companies in the world (Alphabet, Meta, Shopify, Palantir, DoorDash, among others, as well as other U.S. MSOs such as Green Thumb Industries and Trulieve) have multi-class voting structures.  In general, Multi-Class Issuers on the TSX have had a track record of outperforming the broader S&P / TSX Composite index with returns2 of 295% vs. 152% for the broader index. Since being appointed CEO on August 16, 2024, Boris Jordan has led Curaleaf's relative share price outperformance exceeding U.S. cannabis peers by ~42 percentage points and outperformance of Aurora by ~57 percentage points over the same period. Boris Jordan has also invested significant personal wealth into building his nearly 20% stake in Curaleaf, making it into the global leader it is today.  As such, management incentives are properly aligned with shareholders.  He works in the company's headquarters with his executive team overseeing the day-to-day activities of the business, while Aurora's CEO runs a business based in Canada from his home in the U.S. SHAREHOLDERS DESERVE AN ALTERNATIVE TO YEARS OF VALUE DESTRUCTION

Aurora's management argues that it inherited historical challenges and continues to execute a transformation.

This is now the third major strategic repositioning in roughly six years. At some point, transformation ceases to be a temporary phase and becomes the operating model.

The time is up for Aurora's management team to deliver value through their strategic plan – they have had six years to execute their standalone business plan, during which Aurora: Generated cumulative operating cash flow losses of more than C$480 million. Recorded more than C$400 million of inventory impairments and business transformation costs. Taken more than five years to exit its unprofitable and eroding consumer segment. Share price declined 97%, significantly underperforming peers. The Board has maintained one of the most expensive executive compensation packages among industry peers. We encourage all shareholders to ask the following of the Board and its Special Committee:

What is different this time than the last six years? If their current iteration of the business plan and transformation is going to work, why does management's own forecast anticipate lower revenue and lower EBITDA next year? If Aurora is truly committed to maximizing value for shareholders, why have they refused to engage in a single constructive conversation regarding this shareholder maximizing transaction? Importantly, Aurora shareholders are being offered ownership in one of the largest and most diversified cannabis companies globally, with exposure to:

U.S. medical markets; U.S. adult-use markets; European medical cannabis growth; International pharmaceutical distribution; and Potential value creation associated with continued U.S. federal reform. Curaleaf's proposal delivers immediate value, participation in future growth, exposure to significant regulatory catalysts and ownership in a substantially larger and more diversified business.

We believe Aurora shareholders deserve the opportunity to evaluate the Curaleaf proposal and decide for themselves which path offers the better future.

Aurora shareholders are urged to read the offer documents carefully and in their entirety. They are also available on Curaleaf's website and on SEDAR+ (sedarplus.ca) and EDGAR (sec.gov), and Aurora shareholders are encouraged to visit https://grow.curaleaf.com/ for additional information regarding the offer, including the strategic rationale for the offer, expected benefits of the combination of the two companies, FAQs, and other relevant materials. 

Cautionary Statement Regarding Forward-Looking Statements

This press release contains certain "forward-looking statements" within the meaning of such statements under applicable securities laws. Forward-looking statements are frequently characterized by words such as "plan", "continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Forward looking statements in this news release include statements regarding the terms of the Offer, the expected benefits of the Offer to the combined company and the financial and strategic benefits of the Offer noted above, synergies and efficiencies that may be achieved upon a combination of the businesses of Aurora and Curaleaf; and expectations with respect to business and geographical diversification of the combined entity. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this press release, including assumptions based upon Aurora's publicly disclosed information, and that there will be no change in the business, prospects or capitalization of Aurora or Curaleaf. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law. A more complete discussion of the risks and uncertainties facing the Company appears in the Company's Annual Information Form and continuous disclosure filings, which are available at www.sedarplus.ca.

Cautionary Statement Respecting Aurora Information

The information concerning Aurora contained in this press release has been taken from, or is based upon, publicly available information filed by Aurora with securities regulatory authorities in Canada prior to the date of this press release and other public sources. Aurora has not reviewed this press release and has not confirmed the accuracy and completeness of the Aurora information contained herein. Neither Curaleaf, nor any of its officers or directors, assumes any responsibility for the accuracy or completeness of such Aurora information. Curaleaf has no means of verifying the accuracy or completeness of any of the Aurora information contained in this press release.

Notice to U.S. Holders

The Offer is being made for the securities of a company formed outside of the United States. The Offer is subject to disclosure requirements of Canada that are different from those of the United States. Financial statements included in the documents, if any, will be prepared in accordance with Canadian accounting standards and may not be comparable to the financial statements of United States companies.

It may be difficult for a securityholder in the United States to enforce his/her/its rights and any claim a securityholder may have arising under the U.S. federal securities laws, since the issuer is located in Canada, and some or all of its officers or directors may be residents of Canada or another country outside of the United States. A securityholder may not be able to sue a Canadian company or its officers or directors in a court in Canada or elsewhere outside of the United States for violations of U.S. securities laws. It may be difficult to compel a Canadian company and its affiliates to subject themselves to a U.S. court's judgment.

Securityholders should be aware that the issuer may purchase securities otherwise than under the Offer, such as in open market or privately negotiated purchases.

About Curaleaf Holdings

Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf") is a leading international provider of consumer products in cannabis with a mission to enhance lives by cultivating, sharing and celebrating the power of the plant. As a high-growth cannabis company known for quality, expertise and reliability, the Company and its brands, including Curaleaf, Select, Grassroots, Find, Dark Heart, and Anthem provide industry-leading service, product selection and accessibility across the medical and adult use markets. Curaleaf International is powered by a strong presence in all stages of the supply chain. Its unique distribution network throughout Europe, Canada and Australasia brings together pioneering science and research with cutting-edge cultivation, extraction and production. Curaleaf is listed on the Toronto Stock Exchange under the symbol CURA and trades on the OTCQX market under the symbol CURLF. For more information, please visit https://ir.curaleaf.com.

Contacts

Media Contact
Kekst CNC
[email protected]

Investor Contact
Curaleaf Holdings, Inc.
[email protected]

Shareholder Contact 
Carson Proxy Advisors
North American Toll Free Phone: 1-800-530-5189
Local (Collect outside North America): 416-751-2066
Email: [email protected]

1 Trading activity from January 1, 2026 to August 10, 2026
2 Returns excluding dividends

SOURCE Curaleaf Holdings, Inc.

Curaleaf's self-serving portrayal of our business is an attempt to acquire Aurora's world class EU-GMP manufacturing facilities and global medical cannabis footprint at the lowest price possible Aurora's international strategy is working; net revenue is up 17%YOY Contrary to Curaleaf's inaccurate statements, Aurora's high margin German business is growing and continues to be a key driver of Aurora's international growth strategy Shareholders are advised to TAKE NO ACTION pending formal recommendation from the Board and Special Committee. Offer remains open for at least 105 days from the launch of the Hostile Bid Questions about the Offer or would like to stay informed? Please contact Kingsdale Advisors toll-free at 1-800-749-9052 within North America, call or text 416-623-4172 or at [email protected] , /PRNewswire/ -- Aurora Cannabis Inc. ("Aurora" or the "Company") (TSX: ACB) (NASDAQ: ACB), the leading Canadian-based global medical cannabis company, today cautioned shareholders that Curaleaf Holdings, Inc.'s ("Curaleaf") (TSX: CURA) (OTCQX: CURLF) announcement of an unsolicited take-over bid ( "Hostile Bid") appears to contain inaccurate statements about Aurora's business and should be viewed skeptically.

Aurora's Board of Directors, together with a newly formed Special Committee of independent directors, is reviewing Curaleaf's proposal in consultation with financial and legal advisors to determine the course of action that best serves the interests of the Company and its shareholders.

Shareholders are advised to TAKE NO ACTION with respect to the Curaleaf offer at this time.

"Curaleaf's timing and public comments appear to be a transparent attempt to pressure Aurora shareholders into making a short-term decision for the benefit of Curaleaf shareholders," said Miguel Martin, Executive Chairman and CEO of Aurora. "Curaleaf's interest underscores the value that Aurora has created. They are trying to acquire our world-class EU-GMP global infrastructure at the lowest possible price, depriving our shareholders of the long-term value our strategy is built to deliver."

"This opportunistic Hostile Bid comes as Aurora's multi-year transformation into a high-margin, global medical cannabis leader is yielding positive results. With three consecutive years of positive adjusted EBITDA1, accelerating international sales and our recent expansion into the critical UK market, Aurora is reaching a pivotal inflection point," Mr. Martin added.

"The Company's Special Committee of the Board has not yet made a formal recommendation regarding the Offer; Aurora will not let inaccurate statements about the Company stand uncorrected while the review is underway. The Special Committee and Board are focused on protecting shareholder investment and ensuring full value is realized" Mr. Martin concluded.

Setting the record straight

Curaleaf has made several public claims regarding Aurora's operational and market performance that do not accurately or fully reflect the Company's business model or actual financial results:

Response and Engagement to the Offer: As Curaleaf acknowledged in its Hostile Bid circular, Aurora has had several discussions with Curaleaf since June 2026, most recently on August 12. Discussions included Aurora's Lead Independent Director and the Executive Chairman and CEO. Curaleaf's public statements appear to de-emphasize these repeated engagements. International Medical Market Performance: German Market Remains a Major Driver of International Growth: Germany is a key driver of Aurora's 17% year-over-year international net revenue growth in fiscal Q1'27, compared to the prior year quarter, as the Company continues to grow its medical cannabis business in that market. Curaleaf claims that regulatory changes to German medical reimbursement are contributing to a major challenge for Aurora. This is incorrect: the reimbursement market segment accounted for less than 10 percent of Aurora's total German volume prior to these changes. UK Market Position and Growth Opportunities: Aurora is gaining share in the UK, where patients have consistently preferred its high-quality products. On August 19, 2026, Aurora strengthened its position by acquiring Internode Pharma Limited and HAP Pharma Limited, expanding direct distribution in Europe's fastest-growing medical market. Aurora continues to be a market leader in Poland Aurora continues to hold the #1 market share position by revenue in Poland. Increases in annual import limits and a loyal patient base strengthen Aurora's growth outlook in this key, highly-regulated market. Financial Strength Refutes Curaleaf's Claims: Aurora's recent financial performance demonstrates a stronger, more focused business than Curaleaf's characterization suggests. Aurora delivered record global medical cannabis revenue and adjusted EBITDA1 results in FY2026. Momentum continues, with YOY growth in international net revenue and industry leading adjusted gross margins before FV adjustments1 These strong results reflect Aurora's strategy of prioritizing global medical cannabis growth, including exiting the lower-margin Plant Propagation and Canadian Consumer businesses. Curaleaf's Cultivation Claims Ignore the Strength of Aurora's Facilities Curaleaf's comments on Aurora's cultivation methods and output per square foot are inaccurate and outdated, and do not reflect the strength of Aurora's cultivation facilities. Aurora has built specialized expertise in manufacturing facilities that cannot be easily replicated. Through years of operating large-scale EU-GMP-certified facilities, Aurora has developed the scientific, cultivation, regulatory and operational capabilities that support its global medical cannabis strategy. Aurora is proactively expanding capacity to support international growth and ensure consistent supply as regulatory standards tighten and patient demand grows. Over the past five years, Aurora has increased its EU-GMP production capacity by more than 40% and continues to invest further, including through capacity added in the Safari Flower Company transaction. Aurora Shareholders are advised to TAKE NO ACTION with respect to the Curaleaf offer at this time.

Aurora shareholders with questions about the Offer or who would like to stay informed may contact Aurora's strategic advisor and information agent:

Kingsdale Advisors

Toll-Free (within North America): 1-800-749-9052 Call or Text: 416-623-4172 Email: [email protected] ____________________________     

1 Note this press release includes certain non-GAAP financial measures, which are intended to supplement, not substitute for, comparable GAAP financial measures. These measures are not standardized financial measures under the financial reporting framework used to prepare Aurora's financial statements and might not be comparable to similar financial measures disclosed by other issuers. These terms and the reconciliations to the most comparable GAAP measures are defined in the "Cautionary Statement Regarding Certain Non-GAAP Performance Measures" section of the FY27 Q1 MD&A, filed August 5, 2026, which can be found on Sedar+, EDGAR and Aurora's website.

About Aurora Cannabis

Aurora is a global leader in medical cannabis, dedicated to improving lives through scientific expertise, proven performance, and a deep commitment to patient care. Aurora serves medical markets across Canada, Europe, Australia, and New Zealand with a portfolio of trusted, leading brands including Aurora®, MedReleaf®, Pedanios®, IndiMed™, San Raf®, and Whistler Medical Marijuana Corporation®. With world-class GMP-certified manufacturing facilities in Canada and Germany, and a team of industry-leading professionals, Aurora continues to expand its global footprint and deliver consistent, high-quality cannabis products with the purpose of Opening the World to Cannabis™. 

Learn more at www.auroramj.com and follow us on X and LinkedIn.

Aurora's common shares trade on the NASDAQ and TSX under the symbol "ACB".

Forward Looking Statements

This news release includes statements containing certain "forward-looking information" within the meaning of applicable securities laws ("forward-looking statements"). Forward-looking statements are frequently characterized by words such as "plan", "continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking statements made in this news release include, but are not limited to, statements and information about Curaleaf's Hostile Bid, timing and any recommendation with respect to the same, statements regarding the Company's strategy, including expected results with respect to its multi-year transformation into a high-margin, global medical cannabis leader, expectations for accelerating international sales, and continued investment in the Company's EU-GMP platform; and statements regarding the creation of long-term value for shareholders

 These forward-looking statements are only predictions. Forward-looking information or statements contained in this news release have been developed based on the Company and its management's good faith assumptions relating to the financial, market, regulatory and other relevant environments that will exist and affect the Company's business and operations in the future. Forward-looking information and statements are not a guarantee of future performance and are based upon a number of estimates and assumptions of management at the date the statements are made including, among other things, assumptions about: development costs remaining consistent with budgets; the ability to manage anticipated and unanticipated costs; access to favorable equity and debt capital markets; the ability to raise sufficient capital to advance the business of the Company; favorable operating and economic conditions; political and regulatory stability; obtaining and maintaining all required licenses and permits; receipt of governmental approvals and permits; sustained labour stability; stability in financial and capital goods markets; favorable production levels and costs from the Company's operations; the pricing of various cannabis products; the level of demand for cannabis products; the availability of third-party service providers and other inputs for the Company's operations; and the Company's ability to conduct operations in a safe, efficient, and effective manner. The Company does not give any assurance that the assumptions on which forward-looking information or statements are based will prove to be correct, or that the Company's business or operations will not be affected in any material manner by these or other factors not foreseen or foreseeable by the Company or management or beyond the Company's control. Such forward-looking statements are estimates reflecting the Company's best judgment based upon current information and involve a number of risks and uncertainties, and there can be no assurance that other factors will not affect the accuracy of such forward-looking statements. These risks include, but are not limited to, the ability to retain key personnel, the ability to continue investing in infrastructure to support growth, the ability to obtain financing on acceptable terms, the continued quality of our products, customer experience and retention, the development of third party government and non-government consumer sales channels, management's estimates of consumer demand in Canada and in jurisdictions where the Company exports, expectations of future results and expenses, the availability of additional capital to complete construction projects and facilities improvements, the risk of successful integration of acquired business and operations, management's estimation that SG&A will grow only in proportion to revenue growth, the ability to expand and maintain distribution capabilities, the impact of competition, the general impact of financial market conditions, the yield from cannabis growing operations, product demand, changes in prices of required commodities, competition, and the possibility for changes in laws, rules, and regulations in the industry, epidemics, pandemics or other public health crisis, and other risks as set out under the heading "Risk Factors" in the Company's annual information form dated June 10, 2026 (the "AIF") and filed with Canadian securities regulators available on the Company's issuer profile on SEDAR+ at www.sedarplus.com and filed with and available on the SEC's website at www.sec.gov. The Company cautions that the list of risks, uncertainties and other factors described in the AIF is not exhaustive and other factors could also adversely affect its results. Readers are urged to consider the risks, uncertainties and assumptions carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such information. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities laws.

Non-GAAP Measures1

This news release contains reference to certain financial performance measures that are not recognized or defined under IFRS (termed "Non-GAAP Measures"). As a result, this data may not be comparable to data presented by other licensed producers of cannabis and cannabis companies. Non-GAAP Measures should be considered together with other data prepared in accordance with IFRS to enable investors to evaluate the Company's operating results, underlying performance and prospects in a manner similar to Aurora's management. Accordingly, these non-GAAP Measures are intended to provide additional information and to assist management and investors in assessing financial performance and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. The information included under the heading "Cautionary Statement Regarding Certain Non-GAAP Performance Measures" in the FY27 Q1 MD&A is incorporated by reference into this news release. The MD&A is available on the Company's issuer profiles on SEDAR+ at www.sedarplus.com and on the U.S. Securities and Exchange Commission's (the "SEC") EDGAR website at www.sec.gov.

SOURCE Aurora Cannabis Inc.

Curaleaf (CURLF -2.07%) just made one thing clear: Consolidation is back on the cannabis industry's agenda. The U.S. cannabis giant recently launched an unsolicited $272 million bid to acquire Aurora Cannabis (ACB -2.90%), offering $4 per share, a roughly 45% premium to Aurora's 30-day volume-weighted average price.

Curaleaf believes the combined company could generate approximately $1.5 billion in annual revenue, $350 million in adjusted EBITDA, and at least $40 million in annual cost synergies. It's not a bad move, to be sure. But this does beg the question: Could Canopy Growth (CGC +0.99%) also become an acquisition target? It's certainly possible, but there are reasons to be cautious.

What Canopy brings to the table
Unlike Aurora, which has spent the past several years rebuilding its business around international medical cannabis, Canopy is still in the middle of its own turnaround. The company has reduced debt, exited noncore businesses, and shifted its focus toward higher-margin medical cannabis while maintaining strategic exposure to the U.S. market through Canopy USA. It also strengthened its balance sheet earlier this year through a recapitalization that significantly reduced debt.

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Canopy also brings something many potential buyers would find attractive: an established global medical cannabis platform, recognized consumer brands, and operations spanning Canada, Germany, Australia, and several other international markets. But that doesn't necessarily mean Canopy is an obvious fit for every potential acquirer.

Its corporate structure remains more complex than many peers because of its U.S. cannabis holdings, and integrating another large Canadian producer would be a significant undertaking. Any buyer would also need to decide whether Canopy's international assets justify the purchase price and execution risk.

Image source: Getty Images.

The bigger takeaway may not be whether Canopy is next. Cannabis companies are once again looking for scale. After years of oversupply, pricing pressure, and limited access to capital, some operators are discovering that acquiring established businesses may be faster than building new ones.

Whether Canopy ultimately receives an offer remains uncertain. But as the industry matures, companies with established medical cannabis businesses, international distribution, and recognizable brands are becoming increasingly valuable. Canopy checks many of those boxes.

Second quarter 2026 net revenue of $340 million

Second quarter 2026 International revenue of $51 million 

Second quarter 2026 gross profit margin of 50%

Second quarter net income of $12 million

Second quarter adjusted EBITDA of $70 million

, /PRNewswire/ -- Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf" or the "Company"), a leading international provider of consumer products in cannabis, today reported its financial and operating results for the second quarter ended June 30, 2026. All financial information is reported in accordance with U.S. generally accepted accounting principles ("U.S. GAAP" or "GAAP") and is provided in U.S. dollars unless otherwise indicated.

Chairman and CEO Boris Jordan said, "Our second quarter results reinforce that our 'Built for Growth' strategy, a disciplined framework focused on customer centricity, brand building, and operational excellence is gaining traction across the business. Second quarter revenue of $340 million grew 10% compared to last year, bolstered by both our domestic and international segments that grew 7% and 26%, respectively. Our U.S. business has clearly regained momentum. This was our second consecutive quarter of domestic year-over-year growth, and an important proof point that our reset is taking hold in a durable way. Gross margin was 50% and adjusted EBITDA was $70 million, representing a 21% margin.  Net income from continuing operations was $12.5 million and we ended the quarter with $107 million in cash on the balance sheet." 

Mr. Jordan continued, "We have a strong, cohesive team aligned around one common goal: making Curaleaf the global leader in cannabis. While there is still work ahead and significant opportunity to capture, we are firmly on the right path – with the team, strategy, and operating discipline to lead the next phase of cannabis."

Second Quarter 2026 Financial Highlights

Net revenue of 340.1 million, a year-over-year increase of 10% compared to Q2 2025 net revenue of 310.6 million. Sequentially, net revenue increased 5% compared to Q1 2025 net revenue of $324.2 million Gross profit of 169.9 million and gross profit margin of 50%, an increase of 70 basis points year-over-year Net income attributable to Curaleaf Holdings, Inc. from continuing operations of 12.5 million or net income per share from continuing operations of $0.05 Adjusted EBITDA(1) of 70.1 million and adjusted EBITDA margin([1]) of 20.6%, a 120 basis point decrease year-over-year Total cash and cash equivalents at quarter end totaled $107.0 million Six Months Ended June 30, 2026 Financial Highlights

Net revenue of $664.3 million, a year-over-year increase of 8% compared to Q2 2025 net revenue of $617.2 million. Gross profit of $327.2 million and gross margin of 49%, a decrease of 80 basis points year-over-year Net income attributable to Curaleaf Holdings, Inc. from continuing operations of $82.6 million or net income per share from continuing operations of $0.32 Adjusted EBITDA(1) of $133.5 million and adjusted EBITDA margin of 20.1%, a 100 basis point decrease year-over- year Retired and repurchased a total of 1.01 million shares for a total value of $7.4 million Second Quarter 2026 Operational Highlights

Expanded retail footprint in Florida to 73 with new dispensaries opening in Jacksonville Beach and Fernandina Beach bringing the nationwide footprint of operated and managed dispensaries to 174 Launched Dark Heart, the Company's ultra-premium flower brand, across 11 states to strong consumer reception Completed the buyout of the remaining 45% equity interest in Four20 Pharma, the Company's German subsidiary, increasing ownership of Curaleaf International to 100% Applied to register all our medical cultivation, processing, and dispensing locations with the DEA Appointed Torsten Greif, co-founder and managing director of Four 20 Pharma, and Faith Charles, partner at Thompson Hine LLP, to Curaleaf's Board of Directors  Post Second Quarter 2026 Operational Highlights

Curaleaf Spain was the first company to receive approval for two cannabis medicines Opened 74th and 75th dispensaries in Edgewater and Boynton Beach, Florida bringing the total operated and managed retail footprint to 176 Began offering trading in listed options on TSX listed CURA shares on Montreal Exchange _________________________

(1)

Adjusted EBITDA, adjusted gross profit and free cash flow are non-GAAP financial measures, and adjusted EBITDA margin and adjusted gross profit margin are non-GAAP financial ratios, in each case without a standardized definition under U.S. GAAP and which may not be comparable to similar measures used by other issuers. See "Non-GAAP Financial Performance Measures" below for definitions and more information regarding Curaleaf's use of non-GAAP financial measures and non-GAAP financial ratios. See "Reconciliation of Non-GAAP financial measures" below for a reconciliation of each non-GAAP financial measure used in this press release from the most directly comparable U.S. GAAP financial measure.

Revenues, net by Segment

($ thousands)

Three Months Ended

June 30, 2026

March 31, 2026

June 30, 2025

Domestic:

Retail revenue

$             224,378

$             215,223

$             216,384

Wholesale revenue

64,046

61,516

53,207

Management fee income

271

248

86

Total revenues, net - Domestic

$             288,695

$             276,987

$             269,677

Three Months Ended

June 30, 2026

March 31, 2026

June 30, 2025

International:

Retail revenue

$              16,353

$              15,886

$              12,929

Wholesale revenue

31,947

28,285

25,970

Management fee income

3,104

3,073

2,010

Total revenues, net - International

$              51,404

$              47,244

$              40,909

Six months ended June 30,

2026

2025

Domestic:

Retail revenue

$             439,601

$             436,028

Wholesale revenue

125,562

105,030

Management fee income

519

322

Total revenues, net - Domestic

$             565,682

$             541,380

Six months ended June 30,

2026

2025

International:

Retail revenue

$              32,238

$              23,988

Wholesale revenue

60,233

48,427

Management fee income

6,177

3,416

Total revenues, net - International

$              98,648

$              75,831

Balance Sheet and Cash Flow

As of June 30, 2026, the Company had $107.0 million of cash and $611.5 million of outstanding debt, net of unamortized debt discounts and deferred financing fees.

During the six months ended June 30, 2026, Curaleaf invested $32.9 million in capital expenditures, focused on facility upgrades, automation and selective retail expansion in strategic markets.

Shares Outstanding

The Company's basic weighted average shares outstanding was 263,067,698 and 252,423,544 for the second quarter of 2026 and 2025, respectively.

The Company's basic weighted average shares outstanding was 260,782,402 and 251,912,438 for the six months ended June 30, 2026 and 2025, respectively.

Conference Call Information

The Company will host a conference call and audio webcast for investors and analysts on Wednesday, August 5, 2026 at 5:00 P.M. ET to discuss Q2 2026 earnings results. The call can be accessed by dialing 1-844-512-2926 in North America or internationally at 1-412-317-6300. The conference pin # is 5908337.

A replay of the conference call can be accessed at 1-855-669-9658 in North America or internationally at 1-412-317-0088, using the replay pin # 3175031.

A webcast of the call can be accessed on the investor relations section of the Curaleaf website at ir.curaleaf.com. The teleconference will be available for replay starting at approximately 7:00 P.M. ET on Wednesday, August 5, 2026 and will end at 11:59 P.M. ET on August 11, 2026.

Non-GAAP Financial and Performance Measures

Curaleaf reports its financial results in accordance with U.S. GAAP and also uses certain non-GAAP financial measures and ratios to evaluate performance. These measures, which include "adjusted gross profit," "adjusted gross profit margin," "adjusted EBITDA," "adjusted EBITDA margin," and "free cash flow from operations," do not have standardized definitions under U.S. GAAP and may not be comparable to similar measures used by other issuers.

Curaleaf defines these non-GAAP measures as follows:

Adjusted gross profit: gross profit net of related adjustments. Adjusted gross profit margin: adjusted gross profit divided by total revenues, net. Adjusted EBITDA: income (loss) before interest, taxes, depreciation and amortization, adjusted for share-based compensation expense and other adjustments related to restructuring costs, adult use campaign and political initiatives, as well as acquisition, transaction and other non-recurring costs. Adjusted EBITDA margin: adjusted EBITDA divided by total revenues, net. Free cash flow from operations: net cash provided by operating activities from continuing operations, net of purchases and disposals of property, plant and equipment for continuing operations. Management believes these measures (i) provide investors with additional insight into Curaleaf's financial strength and underlying performance, (ii) align external reporting with how management evaluates results and (iii) facilitate comparisons with other issuers. These measures should not be considered in isolation from, or as a substitute for, U.S. GAAP results nor should they be considered as indicators of Curaleaf's future performance. Reconciliations to the most directly comparable U.S. GAAP measures are provided in the accompanying tables.

Reconciliation of Non-GAAP financial measures

Adjusted gross profit from continuing operations

($ thousands)

Three Months Ended

June 30, 2026

March 31, 2026

June 30, 2025

Gross profit from continuing operations

$          169,914

$             157,290

$            153,084

Other adjustments(1)

850

(125)

980

Adjusted gross profit from continuing

operations(2)

$          170,764

$             157,165

$            154,064

Adjusted gross profit margin from 
continuing operations(2)

50.2 %

48.5 %

49.6 %

____________________

(1) Other adjustments for the three months ended June 30, 2026 primarily include restructuring costs of  $0.3 million and acquisition, transaction, and other non-recurring costs of $0.6 million. Other adjustments for the three months ended June 30, 2025 primarily include restructuring costs of $0.1 million and acquisition, transaction, and other non-recurring costs of $0.9 million.

(2) Represents a Non-GAAP measure or Non-GAAP ratio. See "Non-GAAP Financial and Performance Measures" section of this press release for definitions and more information regarding Curaleaf's use of Non-GAAP financial measures and Non-GAAP ratios. The table above provides a reconciliation of Gross profit from continuing operations, the most comparable GAAP measure, to Adjusted gross profit from continuing operations, a non-GAAP measure.

Gross profit from continuing operations was $169.9 million in the second quarter of 2026, compared with $153.1 million in the prior-year period. On an adjusted basis, gross profit from continuing operations was $170.8 million compared with $154.1 million in the prior-year period, and adjusted gross profit margin from continuing operations was 50.2%, compared with 49.6% in the prior-year period, an increase of 60 basis points.

Six months ended June 30,

2026

2025

Gross profit from continuing operations

$          327,204

$          308,651

Other adjustments(1)

726

1,213

Adjusted gross profit from continuing operations(2)

$          327,930

$          309,864

Adjusted gross profit margin from continuing operations(2)

49.4 %

50.2 %

______________________

(1) Other adjustments for the six  months ended June 30, 2026 primarily include restructuring costs of  $0.3 million and acquisition, transaction, and other non-recurring costs of $0.4 million. Other adjustments for the six months ended June 30, 2025 primarily include restructuring costs of $0.2 million, and acquisition, transaction, and other non-recurring costs of $1.0 million.

(2) Represents a Non-GAAP measure or Non-GAAP ratio. See "Non-GAAP Financial and Performance Measures" section of this press release for definitions and more information regarding Curaleaf's use of Non-GAAP financial measures and Non-GAAP ratios. The table above provides a reconciliation of Gross profit from continuing operations, the most comparable GAAP measure, to Adjusted gross profit from continuing operations, a non-GAAP measure.

Gross profit from continuing operations was $327.2 million in the six months ended June 30, 2026, compared with $308.7 million in the prior-year period. On an adjusted basis, gross profit from continuing operations was $327.9 million, compared with $309.9 million in the prior-year period, and adjusted gross profit margin from continuing operations was 49.4%, compared with 50.2% in the prior-year period, a decrease of (80) basis points.

Adjusted EBITDA 

($ thousands)

Three Months Ended

June 30, 2026

March 31, 2026

June 30, 2025

Net income (loss)

$             12,507

$             69,783

$           (53,606)

Net loss from discontinued operations

31

(293)

(5,495)

Net income (loss) from continuing operations

12,476

70,076

(48,111)

Interest expense, net

27,566

25,315

25,554

(Benefit) provision for income taxes

(38,784)

(98,705)

31,841

Depreciation and amortization(1)

48,612

47,855

49,164

Share-based compensation

10,271

9,664

8,477

Loss on impairment

41

—

(1,209)

Total other income, net

2,923

4,067

(1,829)

Other adjustments(2)

7,018

5,141

3,986

Adjusted EBITDA(3)

$             70,123

$             63,413

$             67,873

Adjusted EBITDA Margin(3)

20.6 %

19.6 %

21.9 %

_______________________

(1) Depreciation and amortization includes amounts charged to Cost of goods sold on the Statement of Operations of $14.6 million, $14.2 million, and 13.6 million for the quarters ended June 30, 2026, March 31, 2026 and June 30, 2025, respectively.

(2) Other adjustments for the three months ended June 30, 2026 primarily include restructuring costs of  $0.8 million, adult use campaign and political initiatives of $3.2 million as well as acquisition, transaction, and other non-recurring costs of $3 million. Other adjustments for the three months ended June 30, 2025 primarily include restructuring costs of $1.2 million, as well as acquisition, transaction, and other non-recurring costs of $2.8 million.

(3) Represents a Non-GAAP measure or Non-GAAP ratio. See "Non-GAAP Financial and Performance Measures" section of this press release for definitions and more information regarding Curaleaf's use of Non-GAAP financial measures and Non-GAAP ratios. The table above provides a reconciliation of Net loss, the most comparable GAAP measure, to Adjusted EBITDA, a non-GAAP measure.

Adjusted EBITDA was $70.1 million for the second quarter of 2026, compared to $67.9 million for the second quarter of 2025, and Adjusted EBITDA margin decreased to 20.6%.

Six months ended June 30,

2026

2025

Net income (loss)

$             82,290

$          (113,850)

Net income (loss) from discontinued operations

(262)

(15,688)

Net income (loss) from continuing operations

82,552

(98,162)

Interest expense, net

52,881

50,627

Benefit (provision) for income taxes

(137,489)

65,493

Depreciation and amortization(1)

96,467

97,993

Share-based compensation

19,935

13,101

Loss on impairment

41

2,486

Total other income, net

6,990

(4,832)

Other adjustments(2)

12,159

7,261

Adjusted EBITDA(3)

$            133,536

$            133,967

Adjusted EBITDA Margin(3)

20.1 %

21.7 %

_____________________

(1) Depreciation and amortization includes amounts charged to Cost of goods sold on the Statement of Operations.

(2) Other adjustments for the six months ended June 30, 2026 primarily include  restructuring costs of $2.2 million, adult use campaign and political initiatives of $3.9 million as well as acquisition, transaction, and other non-recurring costs of $6.1 million. Other adjustments for the six months ended June 30, 2025 primarily include restructuring costs of $2.1 million, as well as acquisition, transaction, and other non-recurring costs of $5.2 million.

(3) Represents a Non-GAAP measure or Non-GAAP ratio. See "Non-GAAP Financial and Performance Measures" section of this press release for definitions and more information regarding Curaleaf's use of Non-GAAP financial measures and Non-GAAP ratios. The table above provides a reconciliation of Net loss, the most comparable GAAP measure, to Adjusted EBITDA, a non-GAAP measure.

Adjusted EBITDA was $133.5 million in the six months ended June 30, 2026, compared with $134.0 million in the prior-year period, and Adjusted EBITDA margin 20.1% and 21.7%, respectively.

Free cash flow

($ thousands)

Six months ended

June 30, 2026

Net cash provided by operating activities from continuing operations

$                50,305

Less: Purchases of property, plant and equipment, net of disposals

(32,915)

Free cash flow from continuing operations(1)

$                17,390

_____________________

(1) Represents a Non-GAAP measure or Non-GAAP ratio. See "Non-GAAP Financial and Performance Measures" section of this press release for definitions and more information regarding Curaleaf's use of Non-GAAP financial measures and Non-GAAP ratios. The table above provides a reconciliation of Net cash provided by operating activities from continuing operations, a GAAP measure, to Free cash flow from continuing operations, a non-GAAP measure.

Condensed Consolidated Balance Sheets (Unaudited)

($ thousands)

As of

June 30, 2026

December 31, 2025

Assets

Cash and cash equivalents

$               94,588

$               89,213

Restricted cash

$               12,380

$               12,360

Other current assets

360,829

347,050

Property, plant and equipment, net

505,898

520,386

Right-of-use assets, finance lease, net

107,914

97,599

Right-of-use assets, operating lease, net

121,516

113,274

Intangible assets, net

956,074

1,011,115

Goodwill

633,022

635,117

Other non-current assets

22,136

19,201

Total assets

$            2,814,357

$            2,845,315

Liabilities, Temporary equity and Shareholders' equity

Total current liabilities

$              307,113

$              294,314

Total non-current liabilities

1,639,784

1,710,720

Redeemable non-controlling interest contingency

—

83,931

Total shareholders' equity

867,460

756,350

Total liabilities, temporary equity and shareholders' equity

$            2,814,357

$            2,845,315

Condensed Consolidated Statements of Operations (Unaudited)

($ thousands, except for share and per share amounts)

Three months ended June 30,

Six months ended June 30,

2026

2025

2026

2025

Revenues, net:

Retail and wholesale revenues

$       336,724

$       308,490

$      657,634

$      613,473

Management fee income

3,375

2,096

6,696

3,738

Total revenues, net

340,099

310,586

664,330

617,211

Cost of goods sold

170,185

157,502

337,126

308,560

Gross profit

169,914

153,084

327,204

308,651

Operating expenses:

Selling, general and administrative

131,677

111,357

254,547

222,176

Depreciation and amortization

34,015

35,481

67,682

70,863

Total operating expenses

165,692

146,838

322,229

293,039

Income from continuing operations

4,222

6,246

4,975

15,612

Other income (expense):

Interest income

149

166

361

338

Interest expense related to notes payable and

deferred consideration liabilities

(17,823)

(14,646)

(32,847)

(28,807)

Interest expense related to lease liabilities and

financial obligations

(9,892)

(11,074)

(20,395)

(22,158)

(Loss) gain on impairment

(41)

1,209

(41)

(2,486)

Other (expense) income, net

(2,923)

1,829

(6,990)

4,832

Total other expense, net

(30,530)

(22,516)

(59,912)

(48,281)

Loss before Benefit (provision) for income taxes

(26,308)

(16,270)

(54,937)

(32,669)

Benefit (provision) for income taxes

38,784

(31,841)

137,489

(65,493)

Net income (loss) from continuing operations

12,476

(48,111)

82,552

(98,162)

Net income (loss) from discontinued operations

31

(5,495)

(262)

(15,688)

Net income (loss)

12,507

(53,606)

82,290

(113,850)

Less: Net (loss) income attributable to non-

controlling interest

—

(445)

(16)

372

Net income (loss) attributable to Curaleaf Holdings,

Inc.

$        12,507

$       (53,161)

$       82,306

$     (114,222)

Per share — basic:

Net income (loss) per share from continuing

operations(1)

$           0.05

$          (0.24)

$          0.32

$         (0.49)

Basic weighted-average common shares outstanding

263,067,698

252,423,544

260,782,402

251,912,438

Per share – diluted(1):

Net income (loss) per share from continuing

operations(1)

$           0.05

$          (0.24)

$          0.31

$         (0.49)

Dilutive weighted-average common shares

outstanding(2)

270,702,440

252,423,544

268,804,422

251,912,438

___________________

(1) Certain non-controlling interests are redeemable at the option of the holders. Amounts recognized as accretion of redeemable non-controlling interests are recorded directly to shareholders' equity and reduce income available to subordinate voting shareholders in the calculation of earnings per share. The redeemable non-controlling interest was settled during the second quarter of 2026. The redeemable non-controlling interest was settled during the second quarter of 2026. The excess redemption value included in the EPS calculation for the six months ended June 30, 2026 relates to accretion recognized through the settlement date.

(2) As a result of the Company's net loss for the three and six months ended June 30, 2025, all potentially dilutive securities were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive. Accordingly, basic and diluted net loss per share are the same for each period presented.

About Curaleaf Holdings

Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLD) ("Curaleaf") is a leading global provider of consumer products in cannabis with a mission to enhance lives by cultivating, sharing and celebrating the power of the plant. As a high-growth cannabis company known for quality, expertise and reliability, the Company and its brands, including Anthem, Curaleaf, Dark Heart, Find, Four20 Pharma, Grassroots, Green Britannia, Huala, JAMS, Reef and Select, provide industry-leading service, product selection and accessibility across the medical and adult use markets. Curaleaf International is powered by a strong presence in all stages of the supply chain. Its unique distribution network throughout Europe, Canada and Australasia brings together pioneering science and research with cutting-edge cultivation, extraction and production. Curaleaf is listed on the Toronto Stock Exchange under the symbol CURA and trades on the OTCQX market under the symbol CURLD. For more information, please visit https://ir.curaleaf.com.

Curaleaf IR X Account: https://x.com/Curaleaf_IR

Investor Relations Website: https://ir.curaleaf.com/

Contact Information:

Investor Contact: 
Curaleaf Holdings, Inc.
Camilo Lyon, Chief Investment Officer
[email protected]

Media Contact: 
MATTIO Communications
[email protected]

Disclaimer

This press release contains "forward-looking information" and "forward-looking statements" within the meaning of Canadian and U.S. securities laws (together, "forward-looking statements"). Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on management's current beliefs, expectations or assumptions regarding the future of the Company's business, future plans and strategies, operational results and other future conditions. In addition, management may make or approve certain statements, in future filings with applicable Canadian regulatory authorities and/or the SEC, in press releases or in presentations by representatives of the Company that are not statements of historical fact and which may also constitute forward-looking statements. All statements, other than statements of historical fact, made by management that address activities, events or developments that management expects or anticipates will or may occur in the future are forward-looking statements, including, but not limited to, statements preceded by, "followed by" or that include words such as "may", "will", "would", "could", "should", "believes", "estimates", "projects", "potential", "expects", "plans", "intends", "anticipates", "targeted", "continues", "forecasts", "designed", "goal" or the negative of those words or other similar or comparable words and includes, among others, information regarding: expectations of the effects and potential benefits of any transactions; statements relating to the Company's business, future activities and developments after the date of this press release, including such things as future business strategy, competitive strengths, goals, expansion and growth. Forward-looking statements may relate to future financial conditions, results of operations, plans, objectives, performance or business developments. These statements speak only as of and at the date they are made and are based on information currently available and current expectations at that time.

Holders of the Company's securities are cautioned that forward-looking statements are not based on historical facts, but instead are based on reasonable assumptions and management's estimates at the time they were provided or made and involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements, as applicable, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements, including, but not limited to, risks and uncertainties relating to: the legality of cannabis in the U.S., including its classification as a controlled substance under the U.S. Federal Controlled Substances Act (the "CSA"); compliance with anti-money laundering laws and regulations; the lack of access to U.S. bankruptcy protections; financing constraints, including limited access to banking and risks associated with raising additional capital; general regulatory and legal restrictions, including limitations imposed by the TSX; potential legal, regulatory or political changes; licensing and ownership limitations; regulatory actions and approvals from the U.S. Food and Drug Administration ("FDA"), including the risk of increased FDA oversight; potential heightened scrutiny by regulators; loss of foreign private issuer status; internal control deficiencies; litigation exposure; higher compliance costs as a public company in both Canada and the U.S.; recent and proposed U.S. cannabis and hemp licensing legislation; environmental risks, including compliance with environmental regulations and unforeseen environmental liabilities; expansion into foreign jurisdictions; future acquisitions or dispositions; dependence on key suppliers and service providers; enforceability of contracts; risks associated with the Company's SVS, including resale limitations, limited liquidity for U.S. investors, market price volatility as well as significant sales of SVS; reliance on senior management and other key personnel, including challenges in recruiting and retaining such personnel; competitive pressures; risks inherent in agricultural operations; adverse publicity or shifts in consumer perception; product liability and recalls; uncertainty regarding results of future clinical research; reliance on agricultural inputs; limited market data and forecasting uncertainty, including the risk that past performance or financial projections may not be reliable indicators of future results; intellectual property risks; marketing and advertising restrictions; fraudulent or illegal activity by employees, consultants or contractors; labor risks, including potential union activity; information technology failures, cyber-attacks or security breaches; reliance on management services agreements with subsidiaries and affiliates; website accessibility and digital compliance requirements; high bonding and insurance costs; risks associated with leverage and debt management; challenges related to growth and scalability; conflicts of interest; global economic pressures, including tariffs, retaliatory measures and trade disputes; currency exchange fluctuations; risks related to the Company's business structure and securities, including the Company's status as a holding company, lack of dividend history, indebtedness and concentrated voting control; limited shareholder rights in corporate affairs; enforcement challenges against directors and officers residing outside Canada; tax risks and those risks described in Part I — Item 1A — Risk Factors in our Annual Report dated August 5, 2026 for the fiscal year ended December 31, 2025, which has been filed on the Company's SEDAR+ profile at www.sedarplus.ca and on its EDGAR profile at www.sec.gov/edgar/html), and as described from time to time in documents filed by the Company with Canadian securities regulatory authorities.

The purpose of forward-looking statements is to provide the reader with a description of management's  expectations, and such forward-looking statements may not be appropriate for any other purpose. Although management believes that the expectations reflected in such forward-looking statements are reasonable, management can give no assurance that such expectations will prove to be correct. A number of factors could cause actual events, performance or results to differ materially from what is projected in the forward-looking statements, and undue reliance should not be placed on forward-looking statements contained in this press release. Such forward-looking statements are made as of the date of this press release. Management undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. Management's forward-looking statements are expressly qualified in their entirety by this cautionary statement.

Neither the Toronto Stock Exchange nor its Regulation Service Provider has reviewed and does not accept responsibility for the adequacy or accuracy of the content of this press release.

SOURCE Curaleaf Holdings, Inc.

Exchange-initiated listing reflects Curaleaf's growing market maturity, and expands hedging, income, and directional strategies available to investors

, /PRNewswire/ -- Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf" or the "Company"), a leading international provider of consumer cannabis products, today announced that exchange-traded options on the Company's subordinate voting shares (the "Shares") are expected to commence trading on the Montréal Exchange (the "MX"), Canada's derivatives exchange, on July 13, 2026, under the symbol "CURA".

"The listing of exchange-traded options on the Montréal Exchange reflects Curaleaf's market capitalization, trading depth and growing institutional relevance," said Boris Jordan, Chairman and CEO of Curaleaf. "Because the listing decision rests solely with the Exchange, we view it as independent recognition of the progress we have made as a public company. Listed options will give investors greater flexibility to hedge risk, pursue income strategies and express a view on Curaleaf's long-term growth—the same tools commonly available to investors in mature equity markets. We welcome the additional flexibility this listing provides investors."

The Company believes the listing will also increase liquidity and improve price discovery by attracting options traders, market makers and institutional investors whose strategies incorporate derivatives.

The decision to list options on a particular security is made solely by the Montréal Exchange based on its own eligibility criteria, including factors such as market capitalization, share price, and trading activity. The Company did not apply for, and does not control, the listing of options on its Shares.

Options listed by the MX are contracts between market participants and are not issued by the Company. The listing of options does not involve the issuance of any Shares or other securities of the Company, has no dilutive effect on shareholders, and does not result in any proceeds to the Company. No action is required by shareholders in connection with the commencement of options trading.

Investors seeking information about options on the Company's Shares, including available series, strike prices, and expiry dates, should consult the Montréal Exchange website at www.m-x.ca or contact their investment advisor. Options involve risk and are not suitable for all investors. Investors should read the disclosure document titled "The Characteristics and Risks of Listed Canadian Options," available from the Canadian Derivatives Clearing Corporation, before trading options.

About Curaleaf Holdings
Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf") is a leading international provider of consumer products in cannabis with a mission to enhance lives by cultivating, sharing and celebrating the power of the plant. As a high-growth cannabis company known for quality, expertise and reliability, the Company and its brands, including Curaleaf, Select, Grassroots, Find, Dark Heart, and Anthem, provide industry-leading service, product selection and accessibility across the medical and adult use markets. Curaleaf International is powered by a strong presence in all stages of the supply chain. Its unique distribution network throughout Europe, Canada and Australasia brings together pioneering science and research with cutting-edge cultivation, extraction and production. Curaleaf is listed on the Toronto Stock Exchange under the symbol CURA and trades on the OTCQX market under the symbol CURLF. For more information, please visit https://ir.curaleaf.com.

Forward Looking Statements
This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward–looking statements or information. Generally, forward-looking statements and information may be identified by the use of forward-looking terminology such as "plans", "expects" or "proposed", "is expected", "intends", "anticipates", or "believes", or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. More particularly and without limitation, this news release contains forward-looking statements and information concerning the expected commencement of options trading on the Montréal Exchange, the expected commencement date thereof, and the potential effects of the availability of listed options on the Company's Shares, including with respect to trading liquidity, price discovery, risk management, investor access, and institutional engagement.  The commencement of options trading is subject to the discretion of the Montréal Exchange and may be delayed or not occur as anticipated. There can be no assurance that any of these potential effects will be realized, as trading activity in options and in Shares is determined by market participants and is outside the Company's control. Such forward-looking statements and information reflect management's current beliefs and are based on assumptions made by and information currently available to the Company with respect to the matter described in this news release. Forward-looking statements involve risks and uncertainties, which are based on current expectations as of the date of this release and subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Additional information about these assumptions and uncertainties is contained under "Risk Factors and Uncertainties" in the Company's latest annual information form filed on February 26, 2026, which is available under the Company's profile on SEDAR+ at www.sedarplus.ca, and in other filings that the Company has made and may make with applicable securities authorities in the future. Forward-looking statements contained herein are made only as to the date of this press release and we undertake no obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law. We caution investors not to place considerable reliance on the forward-looking statements contained in this press release. The Toronto Stock Exchange has not reviewed, approved or disapproved the content of this news release.

Investor Contact:
Curaleaf Holdings, Inc.
Camilo Lyon, Chief Investment Officer
[email protected]

Media Contact:
MATTIO Communications
[email protected]

SOURCE Curaleaf Holdings, Inc.