Track market-moving stories before they get noisy

, /PRNewswire/ -- Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf" or the "Company"), a leading international provider of consumer and medical cannabis products, today released a fact sheet addressing a number of inaccurate and misleading statements made by Aurora Cannabis Inc. ("Aurora") in connection with Curaleaf's proposal to acquire Aurora.

Curaleaf believes shareholders deserve the facts. While Aurora has focused on criticizing Curaleaf's proposal, shareholders should focus on the fundamental question: which company has a clearer vision for the future and a stronger record of creating shareholder value? The fact sheet below helps shareholders evaluate the choice between Curaleaf's premium offer and Aurora's standalone plan.

Read the fact sheet and learn more at grow.curaleaf.com.

MYTH: "Curaleaf's offer is too low and significantly undervalues Aurora."

FACT: One of the highest premiums in Canadian M&A. A 45% premium is among the higher Canadian M&A premiums of the past decade. Excluding cash on Aurora's balance sheet, Curaleaf's offer represents a 110% premium*. If Aurora's assets are worth more, why has management been unable to unlock that value after years?

More importantly, management's actions don't match its words. Aurora continues to issue shares through its At-the-Market (ATM) program at prices materially below the value implied by Curaleaf's offer. Since Curaleaf's bid, Aurora has accelerated these dilutive issuances while telling shareholders not to tender to a substantially higher value. If management truly believes Aurora is worth so much more, why is it selling stock at lower prices?

MYTH: "Aurora's standalone plan will create more value than Curaleaf's offer."

FACT: Results > promises. Aurora is asking shareholders to continue supporting a "turnaround" strategy that has had nearly six years to prove itself. During this time, management has recorded ~C$5 billion of impairments and ~C$130 million of business transformation costs.

Aurora has overseen negative operating cash flow of more than C$480 million since FY21A, while having one of the highest executive compensation plans among industry peers. ACB's 97% share decline under CEO Miguel Martin speaks for itself. By comparison, Curaleaf generated $447 million of positive operating cash flow since F21.

MYTH: "Aurora just delivered a record year and its strategy is gaining momentum."

FACT: Deteriorating fundamentals, declining outlook. Shareholders should focus on where the business is headed, not where it has been. Management's own guidance says fiscal 2027 revenue is expected to decline to fiscal 2025 levels and adjusted EBITDA is expected to be lower than the prior year.

MYTH: "Curaleaf's shares are overvalued and Aurora shareholders are being offered inflated stock."

FACT: Even Aurora's own advisor disagrees. Aurora argues Curaleaf's shares are overvalued, yet its own financial advisor states that "the trading price of those [Curaleaf] shares can be reasonably regarded as a proxy for their underlying value."

Curaleaf consistently commands a premium because it is the largest publicly traded cannabis company in the world and a leader in profitability and cash flow generation. Aurora can't have it both ways: if Curaleaf's valuation is too high, why is it not high enough for Aurora?

MYTH: "Curaleaf's leverage presents a risk to future equity holders."

FACT: Debt can be repaid; dilution is forever. Curaleaf is the largest cannabis operator by revenue and market cap, among the most profitable by adjusted EBITDA, and is a cash flow leader. Curaleaf's balance sheet compares favorably to peers, and the company's profitability and cash flows support its debt load.

In contrast, Aurora promotes a "debt-free" balance sheet but ignores how that balance sheet was and is being financed. Aurora has raised more than US$400 million since September 2020 through equity issuances at the expense of shareholders and continues to rely on dilutive ATM programs that permanently reduce existing shareholders' ownership.

MYTH: "ACB had substantive discussions with Curaleaf before rejecting our offer."

FACT: They never even discussed price. Aurora never entered into a confidentiality agreement with Curaleaf and never once discussed price. Rather than testing whether additional value could be secured for shareholders, Aurora simply rejected the proposal without even discussing a counteroffer.

MYTH: "The US$5.00 cap imposes a cap on any upside."

FACT: If the cap is the issue, the Board can fix it. Aurora's criticism of the cap structure is a distraction from the significant premium represented by the US$5.00 cap.

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 ACB shareholders to complete a transaction as soon as possible to lock in the exchange ratio and participate in potential upside and is the same structure that Aurora used in prior M&A transactions.

If Aurora's Board was truly concerned about the cap, they can choose to shorten the 105-day bid period to 35 days and engage constructively with Curaleaf on the particulars of a deal.

MYTH: "Aurora shareholders would trade independent ownership for a minority stake in a company controlled by one individual through multi-voting shares."

FACT: This is about scale, not governance. Aurora shareholders would retain a minority stake in the combined company because Curaleaf is substantially larger than Aurora (>13x market cap prior to the offer).

CURA insiders have nearly US$500 million of their own money invested alongside shareholders, significantly more than Aurora's insider ownership (~20% versus ~1%), and ensuring Curaleaf's management incentives are strongly aligned with shareholders. On the other hand, Aurora insiders have ~10% of the transaction value payable in the event of a change in control. Additionally, since Boris Jordan became CEO, Curaleaf has outperformed Aurora by approximately 57%.

Multi-class voting structures are not a rarity. They are used by many of the largest founder-owned sector leaders, including Alphabet, Meta, Shopify, Palantir, DoorDash, and, among leading cannabis companies, Green Thumb, and Trulieve among others.

MYTH: "Why should Aurora shareholders accept mostly Curaleaf stock?"

FACT: Get paid today, participate in upside tomorrow. Cash consideration represents ~19% of the US$4.00 offer price, in line with precedent Canadian cannabis M&A transactions. Shareholders will receive immediate value while retaining ownership in the largest cannabis company in the sector with broader market exposure, stronger cash generation, and multiple future growth catalysts.

MYTH: "Regulatory reform is already priced into Curaleaf's stock. There isn't much upside left."

FACT: The biggest benefits are still ahead. Federal reform is not a one-time event. The value creation comes from what follows: immediately, materially lower cash taxes and improved free cash flow, and potentially broader institutional ownership, lower financing costs, greater M&A flexibility, access to credit cards, and uplisting to a major U.S. exchange. Those benefits compound over time and have only begun.

MYTH: "Most of Curaleaf's business is Adult Use sales in the United States. That business is still federally illegal."

FACT: Exposure to the world's largest cannabis market is an advantage, not a risk. Our U.S. medical business represents approximately 60%. What's more, U.S. cannabis regulation has been moving steadily in one direction: toward greater normalization, broader acceptance and reduced regulatory barriers. CURA's exposure to the world's largest cannabis market is a benefit and a competitive advantage.

MYTH: "The transaction is not tax efficient for U.S. shareholders"

FACT: Stay invested in the upside. A significant portion of the consideration consists of CURA shares, allowing shareholders to continue their investment in the combined company rather than fully liquidating their position. If tax structuring is a priority for Aurora, they should engage with Curaleaf to negotiate it.

MYTH: "Why would Nasdaq-listed shareholders accept OTC paper?"

FACT: It's about the business, not the exchange. Curaleaf trades on the TSX which is among the largest exchanges globally and is the leading exchange for cannabis issuers. On a 2026 YTD basis, CURA has traded meaningfully more value on the TSX relative to ACB on NASDAQ. Additionally, a Nasdaq listing has not prevented value destruction for ACB shareholders. Lastly, CURA is expected to also trade on a major U.S. exchange once the rescheduling process is completed.

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]

SOURCE Curaleaf Holdings, Inc.

, /PRNewswire/ -- Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf"), a leading international provider of consumer and medical cannabis products, today announced that members of Curaleaf's executive management team will be participating in the following investor conference:

ATB Cormark Capital Markets 2026 Fall Institutional Investor Conference
Joe Lusardi - Executive Vice Chairman, Ed Kremer- Chief Financial Officer, and Camilo Lyon- Chief Investment Officer will be participate in investor meetings.
Date: September 9, 2026
Location: New York City

For more information regarding upcoming Curaleaf financial community conference and event participation as well as details to access the webcasts, when available, please visit Curaleaf's IR website at https://ir.curaleaf.com/events.

About Curaleaf Holdings, Inc.
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.

Curaleaf IR X: @Curaleaf_IR
Investor Relations Website: https://ir.curaleaf.com/

INVESTOR CONTACT
Curaleaf Holdings, Inc.
Camilo Lyon, Chief Investment Officer
[email protected]

MEDIA CONTACT
Curaleaf Holdings, Inc.
[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.

NASDAQ | TSX: ACB

Curaleaf's hostile and opportunistic bid significantly undervalues Aurora, and aims to capture Aurora's assets at a discount Aurora is debt free and holds $149 million in cash1, Curaleaf carries over $1 billion in debt2, Aurora shareholders' own cash should not be used to help fix Curaleaf's balance sheet The hostile bid exposes Aurora shareholders to significant risks not fairly disclosed and could meaningfully weaken shareholder rights Aurora's transformation into a global, high-margin medical cannabis leader is delivering results, and the Board believes significant value creation lies ahead Aurora Files Directors' Circular Unanimously Recommending Shareholders REJECT Curaleaf's Hostile Bid by TAKING NO ACTION and NOT TENDERING their shares To keep current with and obtain information about the hostile bid, please visit www.ProtectAurora.com , /PRNewswire/ -- Aurora Cannabis Inc. ("Aurora" or the "Company") (TSX: ACB) (NASDAQ: ACB), the leading Canadian-based global medical cannabis company, today urged shareholders to reject the unsolicited take-over bid ("Hostile Bid") from Curaleaf Holdings, Inc. ("Curaleaf") (TSX: CURA) (OTCQX: CURLF), warning that the Hostile Bid would put Aurora shareholders' value and future upside at risk. Following a comprehensive review by Aurora's Board of Directors (the "Board"), on the unanimous recommendation of a special committee comprised of independent directors (the "Special Committee"), and after receiving external advice from financial and legal advisors, the Board unanimously concluded that the Hostile Bid is not in the best interests of Aurora or Aurora shareholders.

The Board UNANIMOUSLY recommends that Aurora shareholders REJECT the Hostile Bid by TAKING NO ACTION and NOT TENDERING their shares.

The Board UNANIMOUSLY recommends that any Aurora shareholders who have tendered their shares to the Hostile Bid WITHDRAW those shares.

"This transaction would be harmful to Aurora shareholders as the hostile bid is inadequate," said Miguel Martin, Executive Chairman and CEO of Aurora. "Curaleaf has over a $1 billion in debt and is asking shareholders to give up ownership of a stronger, debt-free and growing global medical cannabis company in exchange for an offer with intentionally limited upside, that does not reflect Aurora's fundamental value, exposes shareholders to Curaleaf's risks and would leave shareholders with limited voting influence in a combined company."

"Shareholders of Aurora should understand plainly: Curaleaf is not offering you fair value for your shares, and your cash, your rights and your future upside are at stake," added Mr. Martin. "Curaleaf is attempting to use Aurora shareholders' own cash to help finance this bid, acquire Aurora's assets at a discount and shift material risks onto our shareholders. The Board strongly and unanimously recommends that shareholders reject the offer, by taking no action and do not tender their shares. Aurora has been built for the long-term and staying with our Company is the right decision."

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1  "Cash" refers to cash, restricted cash. short term investments and cash equivalents as of June 30, 2026, as filed in our financial statements on August 5,2026 which can be found on Sedar+, EDGAR and Aurora's website.

2 "Debt" refers to indebtedness, financial obligations and lease liabilities as of  June 30, 2026, as filed in Curaleaf Holdings Inc financial statements on August 5, 2026, which can be found on Sedar+, EDGAR and Curaleaf's website.

Following the announcement of the Hostile Bid, independent equity research analysts shared their view that the Hostile Bid undervalues Aurora, including:

"We believe the bid undervalues Aurora and does not adequately reflect its medical cannabis leadership, balance sheet flexibility, international expertise, or long-term growth potential." TD Securities Inc. – Canada August 2026

Why the Hostile Bid Is Harmful to Aurora Shareholders 

The Hostile Bid is inadequate and significantly undervalues Aurora. The Hostile Bid values Aurora at a significant discount compared to other cannabis companies and does not provide shareholders with a meaningful change of control premium relative to the full value of our business. Curaleaf's stated premium is based on a calculation that Aurora believes makes the Hostile Bid look better than the value shareholders would actually receive, a concern also raised by independent analyst commentary. The Special Committee and the Board received a written opinion from their financial advisor dated  September 1, 2026, the full text of which is included in the circular. Curaleaf has over $1 billion in debt2 and would gain control of Aurora shareholders' cash without paying fairly. Aurora is debt-free and has approximately $149 million in cash1 – cash that belongs to its shareholders. Under the Hostile Bid, shareholders would receive only a portion of that value, while Curaleaf would gain control of the remaining funds upon closing. In effect, Curaleaf's Hostile Bid is proposing to use Aurora shareholders' own cash to help fix their balance sheet and acquire Aurora's assets at a discount. The Hostile Bid shifts Curaleaf's risks onto Aurora shareholders. Instead of owning a debt-free company with cash on hand, Aurora shareholders would receive Curaleaf shares that may be harder to trade and could fluctuate in value before and after the bid closes. Shareholders would also be exposed to Curaleaf's share price volatility, high-cost debt, tax uncertainties, regulatory risks, weak governance structure, limited liquidity and lack of a U.S. national securities exchange listing for Curaleaf shares, further impacting U.S.-based Aurora shareholders.  Curaleaf has not fairly disclosed the full downside that shareholders would assume. The Hostile Bid asks Aurora shareholders to accept shares in a company with material financial, regulatory, tax and governance risks, while Curaleaf's messaging focuses on headline premiums that do not reflect the value of Aurora's cash, or the underlying value to be generated by our proven strategy and future growth opportunities. Your shareholder rights could be meaningfully weakened. Under Curaleaf's ownership structure, Aurora shareholders would exchange independent ownership for a small minority stake in a company where voting control is concentrated through multi-voting shares. Based on the exchange ratio, Aurora shareholders would own approximately 7.7% of the combined company but hold only approximately 3.2% of the votes, leaving them with limited influence over the company they would partly own. The opportunistic Hostile Bid aims to capture Aurora's assets at a discount. Aurora has spent years building a differentiated global medical cannabis platform, including EU-GMP manufacturing capabilities, regulatory expertise and leadership in high-margin international medical markets. Curaleaf is seeking to acquire those assets before Aurora shareholders receive the full value of their investment. This benefits Curaleaf's shareholders at the expense of Aurora's shareholders. Aurora has a stronger path forward and significant value creation ahead. Aurora's Board and management team continue to execute the Company's strategy, pursue value-enhancing opportunities and evaluate alternatives that are in the best interests of shareholders. Shareholders should not tender into a hostile bid that undervalues Aurora, weakens their rights and transfers value disproportionately to Curaleaf. Aurora's Standalone Plan Offers Superior Value

Over the past several years, Aurora has purposefully transformed into a focused global medical cannabis company, exiting lower-margin businesses, proactively expanding EU-GMP cultivation and manufacturing capacity, and developing an international growth platform that is difficult and expensive to replicate. That strategy is delivering results, including record international revenue and industry-leading margins, and the Board believes the greatest value from this transformation still lies ahead.

A valuable and effective global platform: Aurora has one of the world's largest indoor EU-GMP manufacturing networks, with the regulatory expertise and international footprint that have taken years to build. As EU-GMP standards tighten and global patient demand grows, companies that grow their own EU-GMP supply will hold the advantage. Aurora is strategically positioned to capitalize and maximize on the growing profitable global cannabis opportunities. A strong, flexible balance sheet: Aurora is debt-free with cash on hand, giving it the flexibility to continue investing in high-margin growth, including its recently announced accretive acquisitions expanding its UK medical cannabis presence. A clear path forward: The Board and management continue to execute Aurora's strategic plan and are actively evaluating additional opportunities to continue building long-term shareholder value, including potential alternatives to the Hostile Bid. For further detailed reasons for rejection of the Hostile Bid, please refer to our Directors' Circular that can be accessed here, on Aurora's website, or as filed on Sedar+ and EDGAR.

Shareholders who have already tendered their shares and wish to withdraw them should contact their broker or Kingsdale Advisors promptly for assistance.

Shareholders with questions about the Hostile Bid or who would like to receive ongoing updates may contact Kingsdale Advisors, 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] For more information, please go to www.ProtectAurora.com.  

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, including timing, the Board's recommendation with respect to the same, and expected impacts for Aurora shareholders, statements regarding the Company's strategy and opportunities for creating and increasing long-term value for shareholders, statements regarding the Company's multi-year transformation into a high-margin, global medical cannabis leader and expected impacts on future results, and statements regarding benefits of the Company's EU-GMP platform.

 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.

SOURCE Aurora Cannabis Inc.

Curaleaf Holdings, Inc. (CURLF - Free Report) closed the last trading session at $9.66, gaining 9.4% over the past four weeks, but there could be plenty of upside left in the stock if short-term price targets set by Wall Street analysts are any guide. The mean price target of $13.88 indicates a 43.7% upside potential.

The mean estimate comprises six short-term price targets with a standard deviation of $1.54. While the lowest estimate of $11.37 indicates a 17.7% increase from the current price level, the most optimistic analyst expects the stock to surge 55.3% to reach $15.00. It's very important to note the standard deviation here, as it helps understand the variability of the estimates. The smaller the standard deviation, the greater the agreement among analysts.

While the consensus price target is a much-coveted metric for investors, solely banking on this metric to make an investment decision may not be wise at all. That's because the ability and unbiasedness of analysts in setting price targets have long been questionable.

But, for CURLF, an impressive average price target is not the only indicator of a potential upside. Strong agreement among analysts about the company's ability to report better earnings than they predicted earlier strengthens this view. While a positive trend in earnings estimate revisions doesn't gauge how much a stock could gain, it has proven to be powerful in predicting an upside.

Here's What You Should Know About Analysts' Price TargetsAccording to researchers at several universities across the globe, a price target is one of many pieces of information about a stock that misleads investors far more often than it guides. In fact, empirical research shows that price targets set by several analysts, irrespective of the extent of agreement, rarely indicate where the price of a stock could actually be heading.

While Wall Street analysts have deep knowledge of a company's fundamentals and the sensitivity of its business to economic and industry issues, many of them tend to set overly optimistic price targets. Are you wondering why?

They usually do that to drum up interest in shares of companies that their firms either have existing business relationships with or are looking to be associated with. In other words, business incentives of firms covering a stock often result in inflated price targets set by analysts.

However, a tight clustering of price targets, which is represented by a low standard deviation, indicates that analysts have a high degree of agreement about the direction and magnitude of a stock's price movement. While that doesn't necessarily mean the stock will hit the average price target, it could be a good starting point for further research aimed at identifying the potential fundamental driving forces.

That said, while investors should not entirely ignore price targets, making an investment decision solely based on them could lead to disappointing ROI. So, price targets should always be treated with a high degree of skepticism.

Why CURLF Could Witness a Solid UpsideThere has been increasing optimism among analysts lately about the company's earnings prospects, as indicated by strong agreement among them in revising EPS estimates higher. And that could be a legitimate reason to expect an upside in the stock. After all, empirical research shows a strong correlation between trends in earnings estimate revisions and near-term stock price movements.

Over the last 30 days, the Zacks Consensus Estimate for the current year has increased 103.3%, as five estimates have moved higher compared to no negative revision.

Moreover, CURLF currently has a Zacks Rank #1 (Strong Buy), which means it is in the top 5% of more than 4,000 stocks that we rank based on four factors related to earnings estimates. Given an impressive externally-audited track record, this is a more conclusive indication of the stock's potential upside in the near term. You can see the complete list of today's Zacks Rank #1 (Strong Buy) stocks here >>>> .

Therefore, while the consensus price target may not be a reliable indicator of how much CURLF could gain, the direction of price movement it implies does appear to be a good guide.

New location brings the Company's Florida footprint to 76 and 177 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 its new dispensary in Cutler Bay on September 1st, 2026, located at 11245 SW 211th St., Miami, FL. This new location brings the Company's Florida footprint to 76 stores and its nationwide store count to 177.

Curaleaf Cutler Bay sits along SW 211th Street just west of South Dixie Highway in a coastal suburb south of Miami, minutes from Southland Mall and surrounded by department stores, restaurants, and everyday retail, with walking trails nearby. The dispensary features a comprehensive selection of products and brands curated for patients, with knowledgeable team members on hand to guide the shopping experience. Curaleaf's featured offerings include Anthem pre-rolls, Dark Heart ultra-premium flower, Florida-inspired Reef flower, and the Select Briq 2 all-in-one vape.

"Cutler Bay marks our eighth dispensary in Miami-Dade County, expanding our presence into one of South Florida's fastest-growing communities," said Boris Jordan, Chairman and CEO of Curaleaf. "South Miami-Dade continues to show real patient demand, and this location puts us closer to the patients driving it. Our Florida pipeline remains strong, with additional openings planned across the state throughout the remainder of the year."

A grand opening celebration will take place at Curaleaf Cutler Bay on Saturday, September 12th and Sunday September 13th, 2026, starting at 10:00AM ET both days, featuring brand activations, in-store promotions and giveaways. The store will operate from 9:00 A.M. to 8:30 P.M. ET, Monday through Saturday, and 10:00 A.M. to 7 P.M. ET on Sundays.

For more information on 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 Miami, 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 new 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]

View original content to download multimedia:https://www.prnewswire.com/news-releases/curaleaf-expands-florida-reach-with-cutler-bay-dispensary-opening-302864711.html

SOURCE Curaleaf Holdings, Inc.

Investors were very enthusiastic when cannabis stocks first started trading. It was, basically, a new industry, and the outlook for legal cannabis sales was strong. But, as is typical on Wall Street, a gold rush mentality took hold, and the market was flooded with marijuana stocks. While the cannabis sector has grown, individual company performance hasn't lived up to investors' lofty expectations.

With marijuana companies' shares generally far below their early highs, a shakeout is taking shape. Weak players are going away, and stronger players are bulking up. Acquisitions are a big part of the story, with Curaleaf (CURLF +2.33%) recently unveiling an unsolicited bid for Aurora Cannabis (ACB +0.55%). Here are the companies that could be the biggest winners.

Image source: Getty Images.

The easy answer and the hard answer What companies win when an industry is going through a period of consolidation? In the short term, the answer is pretty simple: any company that gets a takeout offer for more than its stock is currently trading at. If the deal is accepted, shareholders get a quick gain. If it is a cash deal, the money gets deposited into your brokerage account upon closing, and that's it. If there is stock involved, you need to decide whether to lock in your gains by selling the target or to stick around and own the acquirer.

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Curaleaf's bid for Aurora Cannabis is a good example of the latter situation. Curaleaf's proposal is $4 per share, representing a 45% premium over Aurora's 30-day average price. The offer is $0.75 per share in cash and 0.3463 of a share of Curaleaf, with a cap of $5 per share if stock prices change. Aurora has basically said, we got your offer, and we'll think about it. However, Aurora's news release had a somewhat negative tone, suggesting that it won't accept the deal as it currently stands.

Which brings up the hard answer to the cannabis consolidation story. Over the long term, the biggest winners in the marijuana sector are likely to be the consolidators. They are actively expanding their businesses and gaining market share, which will, hopefully, make them better companies over the long term. Notably, Aurora itself is in on the act, recently buying Safari Flower to strengthen its position in the medical cannabis arena.

Canopy Growth and Tilray Brands Canopy Growth (CGC +1.05%) is another stock worth looking at if you are interested in the cannabis consolidation story. The company recapitalized its balance sheet in early 2026, leaving it in a stronger financial position. And then it bought MTL Cannabis, a medical marijuana company. Canopy Growth's recapitalization included the issuance of a large number of new shares, diluting existing shareholders. So this wasn't exactly a great deal for investors, but it did reset the financial foundation. That, in turn, positioned the company to act more easily as an industry consolidator.

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Canopy's fiscal first quarter 2027 earnings results hint that the reset may be working. Revenues increased 13%, with positive contributions from all of its business segments. However, a more interesting story may be unfolding at Tilray Brands (TLRY +3.85%).

Tilray has decided to pivot away from its marijuana focus, highlighting that its mission is "To be a leading premium lifestyle company with a house of brands & innovative products that inspire joy, wellness and create memorable experiences." It no longer sells marijuana alone; it also sells alcohol and CBD. The focus, meanwhile, is brand-centric.

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It recently made a big move in the alcohol space by acquiring craft brewer BrewDog. However, that was just one of many acquisitions. Since 2019, the company has added 20 new brands to its portfolio. In this way, Tilray is starting to look more like a consumer staples business than a cannabis stock.

Understand the risks involved in consolidation Buying consolidators and holding for the long term to benefit from acquisition-led growth is a tried-and-true investment approach. Companies like Sysco (SYY +1.26%), Rollins (ROL +0.08%), and Cintas (CTAS -0.35%) have been doing the same thing for years in their respective, highly fragmented industries. However, integrating an acquisition isn't easy, and deals often require the buyer to use leverage. Sometimes consolidators implode, particularly if they are too aggressive.

In other words, only the most aggressive of investors should try to jump on the cannabis consolidation story. But, if you do, you should take a close look at Canopy and Tilray. Canopy because its balance sheet reset could help set it up for long-term success. Tilray, because it is taking a differentiated approach that seems like it could be fundamentally stronger than focusing only on marijuana.

Formal offer and take-over bid circular filed and will be delivered to Aurora shareholders

Offer provides total implied consideration of US$4.00 per share, representing a 45% premium to Aurora's Unaffected Share Price and a premium of 110% on an ex-cash basis to Aurora's Unaffected Share Price

Curaleaf remains prepared to engage constructively with Aurora's Board regarding this value-maximizing transaction

, /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 has formally commenced its previously announced proposal (the "Offer") to purchase all of the issued and outstanding common shares of Aurora Cannabis Inc. ("Aurora").

Under the terms of the Offer, Aurora shareholders would receive total implied consideration of US$4.00 per Aurora common share (each, a "Common Share"), comprised of 0.3463 (the "Base Exchange Ratio") of a Curaleaf subordinate voting share (each whole share, an "Offeror Share") plus US$0.75 in cash (the "Cash Consideration") and based on Curaleaf's closing share price of US$9.39 on August 10, 2026 (the day before the Company announced its intention to make the Offer). Based on Aurora's 30-day Volume Weighted Average Price ("VWAP") (as at August 10, 2026 (the day before the Company announced its intention to make the Offer)) of US$2.75 (the "Unaffected Share Price"), the Offer implies a 45% premium to the Unaffected Share Price. Excluding the value of the cash and cash equivalents that Aurora has on its balance sheet, the Offer represents a premium of 110% to the Unaffected Share Price. 

Boris Jordan, Chairman of the Board and Chief Executive Officer of Curaleaf, stated: "Today, we are putting this proposal directly in the hands of Aurora shareholders. We believe our Offer provides immediate value and a unique opportunity to participate in the upside of a larger, more diversified global cannabis platform with meaningful exposure to the growth of the U.S. market. By combining Aurora with Curaleaf, we can create the preeminent, scaled industry leader with significant opportunities for long-term growth and value creation. We believe this is a compelling opportunity for both companies and, most importantly, for shareholders."

Curaleaf's Offer follows multiple attempts to engage privately, constructively, and in good faith with Aurora's Board regarding a transaction designed to maximize value for shareholders. Despite these efforts, Aurora repeatedly declined to engage in any meaningful discussions regarding the proposal. Curaleaf's proposal was formulated without the benefit of due diligence and based solely on publicly available information due to Aurora's refusal to engage. Curaleaf remains prepared to engage constructively with Aurora to maximize value for all shareholders.

Mr. Jordan continued: "Given the reduction in Canadian medical cannabis reimbursement rates and the cancellation of German medical cannabis reimbursement, Aurora is facing significant headwinds in its two most prominent markets. These regulatory changes, coupled with consecutive quarters of underperformance, have led to a smaller, less profitable company than Aurora was when its shares traded at materially higher levels in 2025, yet the Aurora Board's assessment of value appears to be anchored to that historical share price. Furthermore, Aurora's shareholders have faced millions of dollars in restructuring costs and billions of dollars in write-offs, as well as continued dilution from an at-the-market equity issuance program at prices below our offer price. Curaleaf is offering Aurora shareholders the opportunity to realize meaningful value today at a significant premium, while becoming owners of the largest cannabis company in the world led by a management team that is deeply committed to long-term value creation."

Terms of the Offer

The Offer will provide holders of Common Shares with consideration consisting of 0.3463 Offeror Shares and US$0.75 in cash for each Common Share deposited under the Offer, representing total implied consideration of approximately US$4.00 per Common Share, based on Curaleaf's closing price of US$9.39 on August 10, 2026 (the day before the Company announced its intention to make the Offer). The Offer is subject to a maximum value per Common Share of US$5.00 (the "Cap Price"). If, on the earlier of the Expiry Time (as defined below) and the date on which all conditions to the Offer have been satisfied or waived, the 20-day VWAP of Curaleaf Shares (the "Calculation Date VWAP") is greater than C$17.05 (assuming an exchange rate for U.S. dollars of C$1.00 = US$0.72) per Offeror Share (the "Cap VWAP Price"), the number of Offeror Shares issuable for each Common Share will be determined by dividing the Cap Price of US$5.00 (less the Cash Consideration of US$0.75) by the Calculation Date VWAP, in accordance with the terms of the Offer.

The Offer will remain open for acceptance until 5:00 p.m. (Mountain Time) on December 1, 2026 (the "Expiry Time"), unless extended, varied or withdrawn in accordance with its terms. Subject to applicable securities laws, Curaleaf may extend the deposit period and, if the statutory minimum tender requirement and all other conditions of the Offer have been satisfied or waived, the Offer will be extended for a mandatory period of at least 10 U.S. Business Days. The Offer is not subject to any financing condition or due diligence condition and is subject to only customary regulatory approvals and other customary conditions, all as described in the Offer Documents (as defined below).

Full details of the Offer are contained in the formal offer and take-over bid circular and related materials (collectively, the "Offer Documents"), which have been filed with the applicable Canadian securities regulatory authorities and the U.S. Securities and Exchange Commission and which will be delivered to Aurora shareholders. Aurora shareholders are urged to read the Offer Documents carefully and in their entirety. The Offer Documents will also be available on Curaleaf's website and on its profile page on SEDAR+ (sedarplus.ca) and EDGAR (sec.gov), and Aurora shareholders are also 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.

Reasons to Tender to the Offer

Among other reasons, Aurora's shareholders are encouraged to tender their Common Shares to the Offer because:

Provides Immediate and Significant Premium and Value Certainty: Aurora shareholders can immediately capture a significant premium and realize cash value today while continuing to participate in the future growth of the combined company through ongoing equity ownership – the Offer represents a 45% premium to Aurora's Unaffected Share Price. Even Higher Premium on an Ex-Cash Basis: Based on Aurora's US$109 million of cash and equivalents (or US$1.62 per share) and assuming dollar-for-dollar value for cash, the Offer implies an ex-cash premium of 110% to the Unaffected Share Price and an ex-cash premium of 127% to the July 7, 2026 closing price, the date Curaleaf sent its initial letter of intent to Aurora. Attractive Implied Valuation Relative to Peers: Based on average analyst consensus estimates, the Offer implies a CY2026E adjusted EBITDA multiple of 12.0x, more than 68% higher than the comparable Canadian peer average of 7.1x, and 58% higher than Aurora's CY2026E adjusted EBITDA multiple of 7.6x. Aurora's Most Recent Guidance Contemplates a Smaller and Less Profitable Business: In Aurora's most recent earnings announcements, Aurora management provided an FY2027 outlook in which they expect to generate lower revenue and lower adjusted EBITDA than the year just ended. The Offer provides Aurora shareholders with an alternative – ownership in a combined company with a growing revenue base, positive operating cash flow and downstream infrastructure that Aurora does not have. Constant Restructuring and Inventory Impairment Charges Presented as Non-Recurring for Four Consecutive Years: Aurora has had inventory impairments and "business transformation" costs in each of fiscal 2024, fiscal 2025, fiscal 2026 and again in the first quarter of fiscal 2027. Over this period, Aurora has incurred almost C$150 million of "non-recurring" costs that have been excluded from its adjusted results. Charges incurred in four consecutive fiscal years are not non-recurring. Aurora Has a Sustained Track Record of Value Destruction: Aurora's balance sheet as at March 31, 2026 reports share capital of C$7.0 billion offset by an accumulated deficit of C$6.4 billion. Approximately 72% of that deficit is the impairment of businesses Aurora has acquired. Between fiscal 2020 and fiscal 2026 Aurora recognized approximately C$4.65 billion of impairments in continuing operations. Combine with the Global Industry Leader with Continued Participation: Through the share component of the Offer, Aurora shareholders would have the opportunity to participate in compelling industry growth alongside the established and successful track record of Curaleaf, which maintains a global cultivation footprint more than three times the size of Aurora and global production capacity almost six times that of Aurora. Increased Diversification Across the Global Cannabis Value Chain: Given Curaleaf's extensive global operations, as well as its infrastructure across all aspects of the cannabis value chain, both medical and adult-use, Curaleaf's business is one of the most diversified cannabis companies in the world. Aurora shareholders will greatly benefit from this diversification. Pro Rata Participation in Expected Synergies: Curaleaf has identified a path to at least US$40 million of annual cost synergies through optimization across corporate overhead, procurement, supply chain operations, and international infrastructure. Aurora shareholders would also benefit from potential revenue synergies from combining Aurora's cultivation, genetics, and medical cannabis capabilities with Curaleaf's distribution, pharmacy, clinic, and patient access footprint. Improved Scale, Liquidity, Capital Markets Presence and Access to Capital: The combined company would be a larger, more diversified global cannabis platform with a pro forma market capitalization of more than US$3.0 billion, enhanced liquidity, broader investor appeal, and expanded future capital markets opportunities. As one of the largest and most diversified cannabis companies globally, the combined entity would be uniquely positioned as the premier public vehicle for blue-chip institutional and long-term investors seeking exposure to a top-tier cannabis investment opportunity – ultimately realizing a lower cost of capital than Aurora experiences today. Potential for Downward Aurora Share Price Impact if the Offer is not Accepted: If the Offer is not successful, Curaleaf believes Aurora's share price may decline toward pre-offer levels, eliminating the premium implied by the transaction. Compelling Strategic Rationale for the Curaleaf-Aurora Cannabis Combination

Curaleaf continues to believe that a combination of the two companies would result in significant strategic and financial advantages. By combining with Curaleaf, Aurora will be able to leverage the strengths of a larger and more diversified global cannabis platform. The combined company is expected to benefit from:

The Creation of the Global Cannabis Champion Through Complementary Strengths: The combination would bring together two of the industry's most respected operators, creating a truly global cannabis leader with significant scale across North America, Europe and other emerging international markets. The combined company would have more than US$1.5 billion of LTM revenue and nearly US$350 million of LTM Adjusted EBITDA. A Stronger Platform for Long-Term Growth: Curaleaf's scale, profitability, capital resources, international operating platform, and extensive distribution infrastructure provide the opportunity to take Aurora's business to the next level. Curaleaf generated approximately US$145 million of operating cash flow for the twelve-month period ended June 30, 2026 and will provide Aurora with enhanced financial flexibility to invest in organic growth initiatives and pursue strategic opportunities that will further strengthen its position in the global medical cannabis market. Unlocking Full Global Potential Through Curaleaf's Infrastructure: Aurora's cultivation, genetics, and medical cannabis capabilities can achieve their greatest reach and impact through Curaleaf's unmatched international infrastructure. Curaleaf's diversified international platform provides Aurora with a unique opportunity to expand its brands, reach more patients, accelerate growth in emerging markets and capitalize on future global legalization trends through an infrastructure that would be difficult to replicate or access through any other strategic combination. Participation in U.S. Cannabis Upside: Aurora shareholders would gain meaningful exposure to the world's largest cannabis market and a series of potentially transformative U.S. regulatory and industry catalysts. Combined with the potential for broader federal legalization, federal rescheduling and increasing restrictions on hemp-derived products provide Aurora shareholders with exposure to growth opportunities that are not currently available through Aurora's standalone international-focused strategy. Leveraging Curaleaf's Extensive Cultivation Experience: Curaleaf has significant cultivation expertise with approximately 472,000 square feet of cultivation canopy and a demonstrated track record of improving productivity, optimizing yields and reducing unit production costs. Since the first quarter of 2024, Curaleaf has increased average yields nearly 90% on a per square foot basis while reducing its cost per gram nearly 50%. Curaleaf's proven cultivation capabilities in yield optimization, genetic innovation, per-plant productivity and cost reduction are expected to support enhanced efficiency and product quality across Aurora's cultivation facilities. Highly Experienced Management Team: Curaleaf is led by a deep, highly experienced management team with extensive expertise across cannabis, healthcare, consumer products, finance, and global operations. Founder, Executive Chairman and Chief Executive Officer Boris Jordan has continued to lead Curaleaf since its inception and has played a pivotal role in its evolution into one of the world's leading cannabis enterprises. Curaleaf's seasoned leadership team continues to drive operational excellence, disciplined capital allocation, and long-term value creation for shareholders, including with a strong track record on integrating acquisitions into the larger Curaleaf platform and infrastructure to drive commercial success. Value Creation Through Superior Capital Allocation: Under the leadership of a management team widely regarded as among the industry's most experienced capital allocators, the combined company is expected to be uniquely positioned to deploy capital, expand into new markets, optimize product portfolios and accelerate long-term growth in ways that neither company could achieve independently. Management Heavily Invested in Curaleaf: Having been personally invested in Curaleaf since 2014, Mr. Jordan remains a significant shareholder of Curaleaf, owning shares representing an economic interest of approximately 18% and US$452 million of value. Management and other insiders collectively own shares representing an economic interest of approximately 20% and US$492 million of value. The Clear Strategic Partner for Aurora: Curaleaf is uniquely positioned to execute a transaction of this scale, combining the size, operational sophistication, financial resources, and global infrastructure necessary to successfully integrate the Company's business. Few, if any, other industry participants possess the complementary geographic footprint, international regulatory expertise and commercial platform required to maximize the value of the Company's assets while providing a compelling path for future growth. Conditions of the Offer

The Offer is subject to customary conditions, including: (i) there being validly deposited under the Offer, and not withdrawn, more than 50% of the outstanding Common Shares, excluding any shares held by the Offeror and other non-independent shareholders; (ii) at least 66⅔% of the outstanding Common Shares (on a fully diluted basis) having been deposited under the Offer; (iii) receipt of all required governmental and regulatory approvals; (iv) no material adverse effect having occurred in respect of Aurora; (v) Aurora's shareholder rights plan not impairing the Offer; and (vi) the absence of any legal, regulatory or other event that would prevent or materially adversely affect completion of the Offer. The Offer is also subject to the effectiveness of the registration statement under the U.S. Securities Act and other customary conditions.

Acknowledgment of Aurora Cannabis Special Committee

Curaleaf acknowledges that, as announced in a press release on August 11, 2026, the Board of Directors of Aurora has formed a Special Committee to review the Offer, and Curaleaf remains open to a dialogue whereby the parties can work toward a constructive, mutually agreeable transaction in a timely manner.

"We remain disappointed that Aurora's management and Board have not meaningfully engaged with us on the merits of our proposal. A one-line response to an offer is not meaningful engagement – it is a dismissal – and Aurora shareholders deserve the opportunity to fully evaluate the potential benefits of this transaction," said Mr. Jordan. "However, we are hopeful that Aurora's Special Committee will see, as we do, that the financial and strategic rationales for a combination with Curaleaf are compelling, and that this transaction is in the best interest of Aurora shareholders. We remain available for productive conversations with the Special Committee to ensure that the benefits of the combination can be realized by the shareholders of both of our companies as soon as possible."

Advisors

Canaccord Genuity Corp. is serving as Curaleaf's financial advisor, Dentons is serving as Curaleaf's legal advisor, Kekst CNC is serving as strategic communications counsel, and Carson Proxy Advisors is serving as proxy solicitation advisor.

Shareholders with questions regarding Curaleaf's Offer can contact Carson Proxy Advisors at 1-800-530-5189 or (+1-416-751-2066 – collect call for shareholders outside of North America) or visit https://grow.curaleaf.com.

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]

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]

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.

SOURCE Curaleaf Holdings, Inc.

Shares of Curaleaf Holdings, Inc. (CURLF - Free Report) have gained 1.8% over the past four weeks to close the last trading session at $9.87, but there could still be a solid upside left in the stock if short-term price targets of Wall Street analysts are any indication. Going by the price targets, the mean estimate of $13.88 indicates a potential upside of 40.6%.

The mean estimate comprises six short-term price targets with a standard deviation of $1.54. While the lowest estimate of $11.37 indicates a 15.2% increase from the current price level, the most optimistic analyst expects the stock to surge 52% to reach $15.00. It's very important to note the standard deviation here, as it helps understand the variability of the estimates. The smaller the standard deviation, the greater the agreement among analysts.

While the consensus price target is highly sought after by investors, the ability and unbiasedness of analysts in setting price targets have long been questionable. And investors making investment decisions solely based on this tool would arguably do themselves a disservice.

However, an impressive consensus price target is not the only factor that indicates a potential upside in CURLF. This view is strengthened by the agreement among analysts that the company will report better earnings than what they estimated earlier. Though a positive trend in earnings estimate revisions doesn't give any idea as to how much the stock could surge, it has proven effective in predicting an upside.

Here's What You May Not Know About Analysts' Price TargetsAccording to researchers at several universities across the globe, a price target is one of many pieces of information about a stock that misleads investors far more often than it guides. In fact, empirical research shows that price targets set by several analysts, irrespective of the extent of agreement, rarely indicate where the price of a stock could actually be heading.

While Wall Street analysts have deep knowledge of a company's fundamentals and the sensitivity of its business to economic and industry issues, many of them tend to set overly optimistic price targets. Are you wondering why?

They usually do that to drum up interest in shares of companies that their firms either have existing business relationships with or are looking to be associated with. In other words, business incentives of firms covering a stock often result in inflated price targets set by analysts.

However, a tight clustering of price targets, which is represented by a low standard deviation, indicates that analysts have a high degree of agreement about the direction and magnitude of a stock's price movement. While that doesn't necessarily mean the stock will hit the average price target, it could be a good starting point for further research aimed at identifying the potential fundamental driving forces.

That said, while investors should not entirely ignore price targets, making an investment decision solely based on them could lead to disappointing ROI. So, price targets should always be treated with a high degree of skepticism.

Here's Why There Could be Plenty of Upside Left in CURLFThere has been increasing optimism among analysts lately about the company's earnings prospects, as indicated by strong agreement among them in revising EPS estimates higher. And that could be a legitimate reason to expect an upside in the stock. After all, empirical research shows a strong correlation between trends in earnings estimate revisions and near-term stock price movements.

For the current year, four estimates have moved higher over the last 30 days compared to no negative revision. As a result, the Zacks Consensus Estimate has increased 84.3%.

Moreover, CURLF currently has a Zacks Rank #1 (Strong Buy), which means it is in the top 5% of more than 4,000 stocks that we rank based on four factors related to earnings estimates. Given an impressive externally-audited track record, this is a more conclusive indication of the stock's potential upside in the near term. You can see the complete list of today's Zacks Rank #1 (Strong Buy) stocks here >>>> .

Therefore, while the consensus price target may not be a reliable indicator of how much CURLF could gain, the direction of price movement it implies does appear to be a good guide.

Here Is How Marijuana Stocks Can Make You Money

3 minute read Top Marijuana Stocks To Take Action On Today What will help marijuana stock investors trade more, even in the midst of laws changing in the USA? It is no secret that nothing has moved pot stocks more than news of global reform or regulatory matters. For the US, what happens at the federal level has moved the needle the most, with the recent passing of legislation to reclassify cannabis to Schedule 3.

This has brought mixed feelings among some who run smaller legal operations, as this will be more beneficial to the bigger players in the space. Nonetheless, the journey and fight continue for all in the sector. Whether you are an owner, an investor, or a patron, the culture of legal cannabis is here to stay. It is safe to say that even with certain setbacks from state to state or countries yet to go legal, it is only a matter of time.

The progress and success are clear proof that, even with past stigma, legal cannabis is the way to go green and make green. Now things are volatile, and it takes careful planning and quick action to make profits. A careful eye and a well-structured trading plan will be the best method for seeing any real upside potential for making money. Below are some top marijuana stocks to watch in the sector right now.

Top Marijuana Stocks For Traders Today. Trulieve Cannabis Corp.(NASDAQ:TRLV) Curaleaf Holdings, Inc.(OTC:CURLF) Cresco Labs Inc.(OTC:CRLBF) Trulieve Cannabis Corp. Trulieve Cannabis Corp. operates as a cannabis retailer in the United States. The company cultivates, processes, and manufactures cannabis products and distributes its products to its dispensaries, as well as through home delivery.

In recent news, the company has announced that it has completed its redomicile from British Columbia to Delaware.

Words From The Company “Redomiciling to the United States marks an exciting new chapter for our company, expanding access to U.S. investors and enhancing eligibility for broader index inclusion,” said Trulieve CEO Kim Rivers.

Curaleaf Holdings, Inc. Curaleaf Holdings, Inc. engages in the retail and wholesale of cannabis products in the United States and internationally.

The company operates licensed cultivation and pharma-grade cannabis processing and manufacturing facilities. In recent news, the company has reported its Q2 2026 earnings.

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. Gross profit of 169.9 million and gross profit margin of 50%, an increase of 70 basis points year-over-year Total cash and cash equivalents at quarter end totaled $107.0 million [Read More] Top 3 Ancillary Marijuana Stocks to Watch in August 2026

Cresco Labs Inc. Cresco Labs Inc. cultivates, manufactures, and sells retail and medical cannabis products in the United States and Germany.

Back on August 6th, the company reported its Q2 2026 financial results.

[Read More] 3 Marijuana Stocks In Today’s Stock Market That Are Ready To Rise

Highlights And Key Mentions Second quarter revenue of $173 million. Gross profit of $87 million. Adjusted gross profit1 of $89 million; and an Adjusted gross margin1 of 51.6%. SG&A of $63 million or 36.5% of revenue. Adjusted SG&A of $55 million or 32.0%. Net income of $15 million. MAPH Enterprises, LLC | (305) 414-0128 | 1501 Venera Ave, Coral Gables, FL 33146 | [email protected]

Curaleaf Holdings, Inc. (OTC:CURLF) announced its proposal to acquire Aurora Cannabis Inc. (NASDAQ:ACB) for total implied consideration of $4 per share in cash and stock.

The company went public with its intention following unreturned outreach efforts to Aurora leadership to discuss a potential combination.

No formal takeover bid has been officially launched yet.

• Curaleaf Holdings stock is holding steady today. What should traders watch with CURLF?

Premium Valuation and Deal TermsThe proposed transaction offers Aurora shareholders 0.3463 Curaleaf subordinate voting shares alongside 75 cents in cash for each share.

Based on Aurora’s 30-day volume-weighted average price of $2.75, the proposal reflects a 45% premium, rising to 110% when excluding cash on Aurora’s balance sheet.

The proposal incorporates a maximum consideration cap of $5 per share if Curaleaf stock prices increase significantly before completion.

Curaleaf Chairman and CEO Boris Jordan originally reached out to Aurora Chairman and CEO Miguel Martin on June 23, 2026, followed by a July 7 inquiry, but Aurora declined good faith discussions.

Read Next

Strategic Global Benefits and SynergiesIf finalized, the merged entity would operate across 17 countries with a pro forma market capitalization approaching $3 billion.

The combined enterprise expects to generate over $1.5 billion in the past 12 months revenue and nearly $350 million in the past 12 months’ Adjusted EBITDA.

Curaleaf estimates achieving at least $40 million in annual cost savings through operational efficiencies and supply chain optimization. The deal provides Curaleaf access to Aurora’s annual cultivation capacity exceeding 50 tons, including Safari Flower Company.

Furthermore, the transaction offers Aurora shareholders immediate access to the $32 billion U.S. legal cannabis market alongside Curaleaf’s distribution footprint in key European markets such as Germany, the U.K., and Poland.

Quarterly EarningsAurora Cannabis reported a first-quarter 2027 loss of five cents, beating the consensus loss of 13 cents.

Sales $48.798 million, below the consensus of $50.51 million.

The 9% decrease in sales was mainly due to lower quarterly net revenue in Canadian medical cannabis and the wind down in consumer cannabis, offset by higher net revenue in international medical cannabis and wholesale bulk cannabis.

Consolidated adjusted gross margin was 58%.

In April, Aurora closed the acquisition of Safari Flower Company.

Curaleaf reported second quarter earnings of five cents, beating the consensus loss of 17 cents.

Sales jumped 10% year over year to $340.099 million, beating the consensus of $332.284 million.

ACB Stock Price Activity: Aurora Cannabis shares were up 20.07% at $3.47 at the time of publication on Tuesday, according to Benzinga Pro data.

Photo: Shutterstock

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Proposed Offer reflects a 45% premium to Aurora's 30-day VWAP and a 110% premium to Aurora's 30-day VWAP excluding balance sheet cash 

Provides Aurora shareholders with the opportunity to become owners of the premier global cannabis platform and participate in the significant long-term upside of the combined company

Combines Aurora's EU-GMP cultivation and manufacturing capacity with Curaleaf's EU-GMP processing capabilities and international distribution platform to immediately enhance combined margins and accelerate patient access across Europe, Canada, Australia, and New Zealand

Urges Aurora's Board to engage in good-faith discussions regarding the proposed transaction

, /PRNewswire/ -- Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf" or the "Company"), a leading international provider of consumer cannabis products, today announces its intention to make an offer (the "Offer") to purchase all of the issued and outstanding common shares (the "Aurora Shares") of Aurora Cannabis Inc. (NASDAQ: ACB) (TSX: ACB) ("Aurora") for consideration consisting of subordinate voting shares of Curaleaf (the "Curaleaf Shares") and cash.

The Offer will provide Aurora shareholders with total implied consideration of US$4.00 per share, comprised of 0.3463 Curaleaf Shares (the "Share Consideration"), plus US$0.75 cash (the "Cash Consideration", and collectively with the Share Consideration, the "Offer Consideration"), for each Aurora Share. Based on Aurora's 30-day Volume Weighted Average Price ("VWAP") of US$2.75, the Offer Consideration implies a premium of 45% over the 30-day VWAP. Excluding the value of the cash and cash equivalents that Aurora has on its balance sheet, the Offer represents a premium of 110% premium to Aurora's 30-day VWAP.

In the event of a substantial rise in the trading price of Curaleaf Shares before take-up under the Offer, the value of the Offer Consideration offered for each Aurora Share will be subject to a cap of US$5.00 (based on the 20-day VWAP of Curaleaf Shares, the "Cap Price"). In such case, Curaleaf will adjust the number of Curaleaf Shares offered as consideration in the Offer, such that the Offer Consideration for each Aurora Share is equal to the Cap Price. This Cap Price would represent a premium of 82% over the 30-day VWAP and a 197% premium above 30-day VWAP excluding the value of the cash and cash equivalents that Aurora has on its balance sheet.  

No formal take-over bid has been commenced and there is no assurance the proposed offer will ultimately be made.

Boris Jordan, Chairman of the Board and Chief Executive Officer of Curaleaf, stated: "We believe this combination represents a win-win for Curaleaf and Aurora shareholders. We are offering Aurora shareholders a unique opportunity to participate in a more highly diversified global platform and increase their exposure to U.S. regulatory tailwinds. By combining Curaleaf's global distribution platform with Aurora's leading international medical cannabis franchise and EU-GMP cultivation and manufacturing capacity, we see significant potential to unlock value through substantial cost and revenue synergies.

Curaleaf is making its intention public following repeated attempts to engage with Aurora's leadership, beginning with a June 23, 2026 formal letter of intent from Boris Jordan, Chairman of the Board and Chief Executive Officer of Curaleaf, to Aurora's Chairman and CEO Miguel Martin outlining the proposal, its compelling strategic rationale, and Curaleaf's readiness to enter a mutual non-disclosure agreement to conduct reciprocal due diligence. Following Aurora's refusal to engage in good-faith discussions on those terms, Curaleaf sent a follow-up letter on July 7, 2026. To date, Aurora has been unwilling to engage in constructive discussions.

"We approached Aurora privately and constructively on multiple occasion," Mr. Jordan continued. "We were very disappointed that the Board refused to meaningfully engage. We will now take our proposal directly to Aurora shareholders because the premium is significant, the strategic rationale is compelling, and further delay is unjustified. Curaleaf remains ready to engage constructively with Aurora's Board to advance this value-maximizing transaction, and we are prepared to move quickly toward a definitive agreement."

Curaleaf believes a combination of the two companies would result in significant strategic and financial advantages, including:

Create the leading global cannabis platform: The combined company would bring together two leading multi-country operators, boast a footprint in 17 countries across Europe, North America, and other emerging international markets, and a highly attractive financial profile with more than US$1.5 billion of last twelve months' ("LTM") revenue and nearly US$350 million of LTM Adjusted EBITDA. Superior manufacturing and distribution capabilities: Overall, the transaction is expected to be immediately accretive to both Curaleaf International's and the consolidated combined company's margins through greater vertical integration, enhanced control of production and supply, and the capture of value across the international cannabis supply chain. The transaction would secure Curaleaf International's supply chain by providing access to Aurora's more than 50 tons of annual EU-GMP cultivation and manufacturing capacity, including the recently acquired Safari Flower Company, complementing Curaleaf's three operational EU-GMP certified facilities in Portugal, Spain and Canada. Further, Aurora shareholders would benefit from Curaleaf's unmatched international infrastructure, including leading positions in Germany, the U.K., and Poland, as well as extensive pharmacy and clinic networks and a global supply chain spanning Europe and other key international markets. Unlock stronger growth and profitability: The combined company would further extend its position as the global cannabis industry leader while strengthening and solidifying its presence across Europe through a diversified, vertically integrated supply chain spanning cultivation, manufacturing, distribution, and patient access. Curaleaf expects to generate at least US$40 million of annual cost synergies, while also unlocking additional value through the implementation of enhanced cultivation standards, deployment of Curaleaf's leading genetics portfolio across Aurora's facilities, and optimization of cultivation capacity across the combined footprint. These initiatives, together with the companies' complementary assets and market positions, are expected to drive long-term revenue acceleration and margin expansion. Access to the world's largest cannabis market: Aurora shareholders would immediately gain exposure to the U.S. market, which currently generates roughly $32 billion in legal annual sales (as per BDSA). As the U.S. cannabis industry enters a period of potentially transformative regulatory and industry catalysts, including the potential rescheduling of cannabis at the federal level and the continued expansion of legal markets through state-led medical and adult-use legalization initiatives, Curaleaf believes the U.S. presents a significant long-term growth opportunity in the global cannabis sector. With leading positions across key states and in several product categories, a portfolio of established brands, and scaled operations, Curaleaf is uniquely positioned to capitalize on an expanding addressable market, evolving regulatory framework, and increasing consumer adoption. Enhanced scale, liquidity, and access to global capital markets: The combined company would be a larger, more diversified global cannabis platform with a pro forma market capitalization approaching US$3.0 billion, enhanced liquidity, broader investor appeal, and expanded future capital markets opportunities. As one of the largest and most diversified cannabis companies globally, the combined entity would be uniquely positioned as the premier public vehicle for blue-chip institutional and long-term investors seeking exposure to a top-tier cannabis investment opportunity. The full text of each of the June 23, 2026, and July 7, 2026 letters is included on our webpage: https://grow.curaleaf.com.

Advisors

Canaccord Genuity Corp is serving as Curaleaf's financial advisor, Dentons is serving as Curaleaf's legal advisor, Kekst CNC is serving as strategic communications counsel, and Carson Proxy Advisors is serving as proxy solicitation advisor and information agent.

Offer Process

Full details of the Offer will be provided in a formal offer and take-over bid circular, letter of transmittal and notice of guaranteed delivery (collectively, the "Offer Documents") to be filed with Canadian securities regulatory authorities and with the U.S. Securities and Exchange Commission, and mailed to Shareholders. The Offeror will request a list of security holders from Aurora and expects to mail the Offer Documents as soon as practicable after receipt of such list. The Offer will be open for acceptance for a period of 105 days following formal commencement, unless the Offer is extended, accelerated or withdrawn in accordance with its terms. The Offer will be conditional upon certain conditions being satisfied or, where permitted, waived at or prior to the expiry of the Offer. Such conditions will include, among others to be described in the formal offer and take-over bid circular.

The Offer will not be subject to any due diligence or financing conditions.

Intention to Make an Offer

Aurora shareholders should note that Curaleaf has not yet commenced the Offer and should carefully review the cautionary statements set out below in this press release respecting the status of the Offer and the factors that may cause Curaleaf not to make the Offer.

Curaleaf may determine not to make the Offer if: (i) it identifies material adverse information concerning the business, affairs, prospects or assets of Aurora not previously disclosed by Aurora; (ii) Aurora implements or attempts to implement defensive tactics (such as a shareholder rights plan, grant of an option (or similar right) to purchase material assets, material acquisitions, issuances of shares (including, a private placement), or increased indebtedness (including, incurrence of significant new liabilities) in relation to the Offer); (iii) Aurora completes or undertakes to complete any significant transactions; or (iv) Aurora determines to engage with Curaleaf to negotiate the terms of a combination transaction and the parties determine to undertake that transaction utilizing a structure other than a takeover bid (such as a plan of arrangement). Accordingly, there can be no assurance that the Offer will be made or that the final terms of the Offer will be as set out in this press release.

This press release does not constitute an offer to buy or the solicitation of an offer to sell any securities of the Offeror or Aurora.

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]

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] 

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 proposed 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. 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.com.

In particular, this press release contains forward-looking information concerning:

the Offer, various terms of the Offer and the anticipated timing of commencement of the Offer; expectations with respect to 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. 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 will be made for the securities of a company formed outside of the United States. The Offer will be 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.

Cautionary Statement Respecting Status of the Offer

Curaleaf has not yet commenced the offer noted above in this press release. Upon commencement of the Offer, Curaleaf will file a takeover bid circular with various securities commissions in Canada. The takeover bid circular will contain important information about the Offer and should be read in its entirety by Aurora shareholders and others to whom the Offer is addressed. After the Offer is commenced, Aurora shareholders (and others) will be able to obtain, at no charge, a copy of the offer to purchase, takeover bid circular and various associated documents when they become available on the system for electronic document analysis and retrieval+ (SEDAR+) at www.sedarplus.com. This announcement is for informational purposes only and does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any other solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for any security. The offer will not be made in, nor will deposits of securities be accepted from a person in, any jurisdiction in which the making or acceptance thereof would not be in compliance with the laws of such jurisdiction. However, Curaleaf may, in its sole discretion, take such action as it deems necessary to extend the offer in any such jurisdiction.

SOURCE Curaleaf Holdings, Inc.

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.

Curaleaf retail footprint grows to 74 Florida locations and 166 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 its newest Florida dispensary on Friday, July 17 located at 2115 S Ridgewood Ave., Edgewater, FL. With this opening, the Company's Florida footprint expands to 74 locations and brings its total nationwide store count to 166.

Located in the heart of Edgewater's scenic waterfront community, Curaleaf Edgewater sits among local businesses and amenities and within close proximity to Bottle Island and Veterans Memorial Park. The dispensary offers a range of brands with a variety of form factor options, including Curaleaf's Florida-inspired Reef flower, Anthem pre-rolls, Dark Heart ultra-premium flower, Grassroots premium flower, and new options from Select, including the new 2-gram, all-in-one Briq 2 vape with Flavor Protection Technology™.

"Our new Curaleaf Edgewater location marks our 74th Florida medical dispensary and our second location in Volusia County," said Boris Jordan, Chairman and CEO of Curaleaf. "As we continue expanding our footprint across the state, we remain focused on serving the growing medical cannabis community with trusted products designed with Florida patients in mind. With the medical cannabis market serving approximately 4% of the state population, our expansion plans are centered on identifying areas across Florida that could benefit from greater access amid the evolving regulatory backdrop."

A grand opening celebration will take place at Curaleaf Edgewater on Friday, July 24th and Saturday, July 25, from 9:00 a.m. to 8:30 p.m. The celebration will include a ribbon cutting ceremony, exclusive custom merch, the chance to win a grow tour, hourly giveaways, and limited time offers throughout the weekend. The location will operate regularly from 9:00 a.m. to 8:30 p.m. Monday through Saturday, and 10:00 a.m. to 7:00 p.m. ET on Sunday. 

For more information on 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 Edgewater, 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 new 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 SEDAR profile at http://www.sedar.com, 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.

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.

, /PRNewswire/ -- Curaleaf Holdings, Inc. (TSX: CURA /OTCQX: CURLF) ("Curaleaf" or the "Company"), a leading international provider of consumer products in cannabis, today announced that it will report its financial and operating results for the second quarter ended June 30, 2026 after market close on August 5, 2026.

Management will host a conference call and audio webcast that afternoon at 5:00 p.m. ET consisting of prepared remarks followed by a question-and-answer session related to the Company's operational and financial highlights.

Event:

Curaleaf Second Quarter Financial Earnings Conference Call

Date:

Wednesday, August 5, 2026

Time:

5:00 p.m. ET

Live Call:

+1-844-512-2926 (North America) or +1-412-317-6300 (International)

Passcode:

5908337

Webcast:

https://ir.curaleaf.com/events

For interested individuals unable to join the conference call, a dial-in replay of the call will be available until August 12, 2026, and can be accessed by dialing +1-855-669-9658 (North America) or +1-412-317-0088 (International) and entering replay pin number: 3175031.

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, Dark Heart, Anthem, JAMS, and Find provide industry-leading service, product selection and accessibility across the medical and adult use markets. Curaleaf International is the largest vertically integrated cannabis company in Europe with a unique supply and distribution network throughout the European market, bringing 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.

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

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

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

Media Contact:
MATTIO Communications
[email protected]

SOURCE Curaleaf Holdings, Inc.

Cannabis stocks have seen renewed investor interest as federal policy momentum improves. The most important recent development was the placement of FDA-approved marijuana products and state-regulated medical marijuana products from Schedule I to Schedule III under the Controlled Substances Act.

STAMFORD, Conn., April 30, 2026 /PRNewswire/ -- Curaleaf Holdings, Inc (TSX: CURA) (OTCQX: CURLF) ("Curaleaf" or the "Company"), a leading international provider of consumer products in cannabis, has completed the buyout of the remaining 45% stake not previously owned in Four 20 Pharma GmbH, a fully EU-GMP and GDP licensed German producer and distributor of medical cannabis.

First quarter 2026 net revenue of $324 million

First quarter 2026 International revenue of $47 million 

First quarter 2026 gross profit margin of 49%

First quarter net income of $70 million

Completed buyout of German subsidiary Four 20 Pharma

Filed applications for DEA registration

, /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 first quarter ended March 31, 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.

"2026 is off to a strong start across the business," stated Boris Jordan, Chairman and CEO of Curaleaf. "The macro headwinds that constrained growth over the past three years are now beginning to turn into meaningful tailwinds. Moreover, the historic rescheduling of medical cannabis provides a shift in the trajectory of our business and the industry overall, for which we are well-positioned. The investments we've made in the core pillars of our "Built for Growth" strategy are translating directly into tangible performance. First quarter revenue was $324 million, with 6% year-over-year growth, exceeding both our guidance and internal expectations. Our domestic and international segments grew 2% and 35%, respectively. Gross margin was 49% and adjusted EBITDA was $63 million, or a 20% margin, including a 170 basis point drag from international. Net income from continuing operations was $70 million or $0.09 per share. As we continue with our "Built for Growth" strategy, we believe we are uniquely positioned not just to benefit from the recent regulatory shift, but to lead the next phase of industry growth."

First Quarter 2026 Financial Highlights

Net revenue of $324.2 million, a year-over-year increase of 6% compared to Q1 2025 net revenue of $306.6 million. Sequentially, net revenue decreased 3% compared to Q4 2025 net revenue of $333.1 million Gross profit of $157.3 million and gross profit margin of 49%, a decrease of 220 basis points year-over-year Net income attributable to Curaleaf Holdings, Inc. from continuing operations of $70.1 million or net income per share from continuing operations of $0.09 Adjusted EBITDA(1) of $63.4 million and adjusted EBITDA margin(1) of 19.6%, a 200 basis point decrease year-over-year Cash at quarter end totaled $106.1 million Operating and free cash flow from continuing operations were $21.3 million and $4.3 million, respectively First Quarter 2026 Operational Highlights

Deepened retail footprint in Florida to 72 with new dispensaries opening in Lauderhill and Cape Coral Opened an adult-use sales dispensary in Bangor, ME bringing the total retail locations to six in the state Expanded Ohio footprint with opening of two Curaleaf branded dispensaries, Curaleaf Findlay and Curaleaf Lorain, in partnership with RC Retail, bringing the nationwide store total to 164 dispensaries Launched the innovative Select Briq 2 vape in 12 states   Curaleaf closed on a private placement of non-dilutive senior secured notes due February 18, 2029, for aggregate gross proceeds of $500.0 million, which were used to fully repay the outstanding Senior Secured Notes – 2026

(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.

Post First Quarter 2026 Operational Highlights

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 its ownership interest to 100% Appointed Torsten Greif, co-founder and managing director of Four 20 Pharma, to Curaleaf's Board of Directors Filed applications to register certain medical cannabis locations with the DEA Revenues, net by Segment

($ thousands)

Three Months Ended

March 31, 2026

December 31, 2025

March 31, 2025

Domestic:

Retail revenue

$             215,223

$             221,221

$             219,644

Wholesale revenue

61,516

61,167

51,824

Management fee income

248

23

236

Total revenues, net - Domestic

$             276,987

$             282,411

$             271,704

Three Months Ended

March 31, 2026

December 31, 2025

March 31, 2025

International:

Retail revenue

$               15,886

$               15,711

$               11,058

Wholesale revenue

28,285

29,716

22,457

Management fee income

3,073

5,230

1,405

Total revenues, net - International

$               47,244

$               50,657

$               34,920

Balance Sheet and Cash Flow

As of March 31, 2026, the Company had $106.1 million of cash and $565.1 million of outstanding debt, net of unamortized debt discounts and deferred financing fees.

During the three months ended March 31, 2026, Curaleaf invested $17.0 million in capital expenditures, focused on facility upgrades, automation and selective retail expansion in strategic markets.

Shares Outstanding

The Company's weighted average shares outstanding was 775,429,231 and 744,898,937 for the first quarter of 2026 and 2025, respectively.

Curaleaf Announces Change of Auditors

Curaleaf announces that PKF O'Connor Davies will be resigning as auditor of the Company effective as of May 6, 2026. Following a competitive solicitation process, the audit committee and Board of Directors of the Company have appointed BDO USA, P.C. ("BDO USA") as the successor auditor, effective May 6, 2026, until the close of the next annual general shareholder meeting of the Company scheduled for June 22, 2026. At such meeting, shareholders of the Company will be asked to approve the appointment of BDO USA as the independent auditors of the Company for the fiscal year ending December 31, 2026.

There were no disagreements or unresolved issues between the Company and PKF O'Connor Davies on any matter of audit scope or procedures, accounting principles or policies, or financial statement disclosure. It is the Company's opinion that there have been no "reportable events" (as defined in National Instrument 51-102 – Continuous Disclosure Obligations ("NI 51-102") between the Company and PKF O'Connor Davies. In accordance with NI 51-102, a notice of change of auditor together with the required letters from the former auditor and the successor auditor will be filed on SEDAR+ under the Company's profile at www.sedarplus.ca.

Conference Call Information

The Company will host a conference call and audio webcast for investors and analysts on Tuesday, May 5, 2026 at 5:00 P.M. ET to discuss Q1 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 6727326.

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 # 2189805.

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 Tuesday, May 5, 2026 and will end at 11:59 P.M. ET on May 12, 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 add-backs. Adjusted gross profit margin: adjusted gross profit divided by total revenues, net. Adjusted EBITDA: income (loss) before interest, taxes, depreciation and amortization, net of impairment losses (recoveries), share-based compensation expense and related add-backs. 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

March 31, 2026

December 31, 2025

March 31, 2025

Gross profit from continuing operations

$           157,290

$             161,795

$            155,566

Other add-backs(1)

(125)

59

233

Adjusted gross profit from continuing
operations(2)

$           157,165

$             161,854

$            155,799

Adjusted gross profit margin from
continuing operations(2)

48.5 %

48.6 %

50.8 %

(1) Other add-backs reflect the impact on cost of goods sold from non-routine severance costs and non-cash inventory adjustments.

(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 $157.3 million in the first quarter of 2026, compared with $155.6 million in the prior-year period. On an adjusted basis, gross profit from continuing operations was $157.2 million compared with $155.8 million in the prior-year period, and adjusted gross profit margin from continuing operations was 48.5%, compared with 50.8% in the prior-year period, a decrease of 230 basis points.

Adjusted EBITDA

($ thousands)

Three Months Ended

March 31, 2026

December 31, 2025

March 31, 2025

Net income (loss)

$              69,783

$            (57,617)

$            (60,246)

Net loss from discontinued operations

(293)

(8,276)

(10,193)

Net income (loss) from continuing operations

70,076

(49,341)

(50,053)

Interest expense, net

25,315

24,324

25,074

(Benefit) provision for income taxes

(98,705)

25,215

33,653

Depreciation and amortization(1)

47,855

49,622

48,829

Share-based compensation

9,664

12,341

4,624

Loss on impairment

—

5,745

3,695

Total other expense (income), net

4,067

(3,026)

(3,003)

Other add-backs(2)

5,141

4,122

3,275

Adjusted EBITDA(3)

$              63,413

$              69,002

$              66,094

Adjusted EBITDA Margin(3)

19.6 %

20.7 %

21.6 %

(1) Depreciation and amortization includes amounts charged to Cost of goods sold on the Statement of Operations of $14.2 million, $14.2 million, and $13.4 million for the three months ended March 31, 2026, December 31, 2025 and March 31, 2025, respectively.

(2) Other add-backs primarily consisted of costs related to restructuring, legal fees, and lobbying costs.

(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 $63.4 million for the first quarter of 2026, compared to $66.1 million for the first quarter of 2025, and Adjusted EBITDA margin decreased to 19.6%.

Free cash flow

($ thousands)

Three months ended

March 31, 2026

Net cash provided by operating activities from continuing operations

$                 21,271

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

(16,985)

Free cash flow from continuing operations(1)

$                  4,286

(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 Interim Consolidated Balance Sheets (Unaudited)

($ thousands)

As of

March 31, 2026

December 31, 2025

Assets

Cash and cash equivalents (including restricted cash and cash
equivalents)

$              106,129

$              101,573

Other current assets

355,387

347,050

Property, plant and equipment, net

509,153

520,386

Right-of-use assets, finance lease, net

91,646

97,599

Right-of-use assets, operating lease, net

112,147

113,274

Intangible assets, net

982,061

1,011,115

Goodwill

633,524

635,117

Other non-current assets

21,531

19,201

Total assets

$            2,811,578

$            2,845,315

Liabilities, Temporary equity and Shareholders' equity

Total current liabilities

$              296,342

$              294,314

Total non-current liabilities

1,606,127

1,710,720

Redeemable non-controlling interest contingency

87,997

83,931

Total shareholders' equity

821,112

756,350

Total liabilities, temporary equity and shareholders' equity

$            2,811,578

$            2,845,315

Condensed Interim Consolidated Statements of Operations (Unaudited)

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

Three months ended
March 31,

2026

2025

Revenues, net:

Retail and wholesale revenues

$   320,910

$   304,983

Management fee income

3,321

1,641

Total revenues, net

324,231

306,624

Cost of goods sold

166,941

151,058

Gross profit

157,290

155,566

Operating expenses:

Selling, general and administrative

113,206

106,194

Share-based compensation

9,664

4,624

Depreciation and amortization

33,667

35,382

Total operating expenses

156,537

146,200

Income from continuing operations

753

9,366

Other income (expense):

Interest income

212

171

Interest expense related to notes payable and deferred consideration liabilities

(15,024)

(14,161)

Interest expense related to lease liabilities and financial obligations

(10,503)

(11,084)

Loss on impairment

—

(3,695)

Other (expense) income, net

(4,067)

3,003

Total other expense, net

(29,382)

(25,766)

Loss before benefit (provision) for income taxes

(28,629)

(16,400)

Benefit (provision) for income taxes

98,705

(33,653)

Net income (loss) from continuing operations

70,076

(50,053)

Net loss from discontinued operations

(293)

(10,193)

Net income (loss)

69,783

(60,246)

Less: Net (loss) income attributable to non-controlling interest

(16)

817

Net income (loss) attributable to Curaleaf Holdings, Inc.

$     69,799

$    (61,063)

Per share – basic and diluted:

Net income (loss) per share from continuing operations

$        0.09

$       (0.09)

Weighted average common shares outstanding

775,429,231

744,898,937

About Curaleaf Holdings

Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("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 CURLF. 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 under the heading "Risk Factors" in the Annual Information Form dated February 26, 2026 for the fiscal year ended December 31, 2025, whch 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.

Curaleaf Holdings, Inc. (CURA:CA) Q1 2026 Earnings Call Transcript

In consultation with U.S. stock exchanges, Reverse Stock Split prepares Curaleaf for uplisting, in response to U.S. cannabis rescheduling STAMFORD, Conn., May 26, 2026 /PRNewswire/ -- Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf" or the "Company"), a leading international provider of consumer cannabis products, today announced that a 1-for-3 reverse stock split of its shares will become effective on or about June 5, 2026 (the "Reverse Stock Split").

As June 2026 begins, cannabis investors continue searching for companies with strong operations and improving profitability. Although the industry still faces regulatory challenges, many leading operators have strengthened their balance sheets. Additionally, several companies continue generating significant revenue despite difficult market conditions.