[PRESS RELEASE] – STAMFORD, Conn., Jan. 8, 2026 – Curaleaf Holdings Inc., a leading international provider of consumer products in cannabis, announced its intention to seek shareholder approval of a proposed arrangement (the “arrangement”) which involves, among other things, the continuation of the company out of British Columbia, Canada, and the concurrent domestication of the company in the state of Delaware in the United States (the "continuance").
Curaleaf believes the favorable corporate environment afforded by Delaware will further the company's strategic objectives, streamline the company's organizational and regulatory structure, all within the United States, and help the company conduct its business more effectively.
Chairman and CEO Boris Jordan said, "We believe the continuance to Delaware will reflect and better align with our business, operational focus, and strategic objectives, while also providing other expected and potential benefits."
Pursuant to the company's proposed plan of arrangement, Curaleaf will continue from the jurisdiction of British Columbia to the jurisdiction of Delaware. Upon completion of the continuance, among other things, each issued and outstanding subordinate voting share of the British Columbia-formed Curaleaf (the "subordinate voting shares") will be deemed to represent one share of subordinate voting common stock of the Delaware-continued Curaleaf (the "Delaware subordinate voting shares"). The same treatment will apply to each issued and outstanding multiple voting share and exchangeable share of the pre-continuance Curaleaf, which will, for all purposes, be deemed to represent, respectively, one share of multiple voting common stock and one share of exchangeable common stock of the Delaware-continued Curaleaf.
Furthermore, each outstanding option to purchase subordinate voting shares and each outstanding restricted share unit to receive subordinate voting shares will, for all purposes, be deemed to be adjusted pursuant to the terms of the Curaleaf 2018 stock and incentive plan (as amended, the "equity incentive plan") to become, respectively, one outstanding option to purchase an equal number of Delaware subordinate voting shares and one restricted stock unit to receive an equal number of Delaware subordinate voting shares, in each case on the same terms and conditions as set forth in the equity incentive plan and the applicable award agreement.
The arrangement, including the continuance, is not expected to cause any material change in the company's business or operations.
The Company intends to mail a management information circular (the "information circular") to its shareholders in the coming weeks and to hold the special meeting of the shareholders of Curaleaf seeking approval of the arrangement (the "meeting") on or about Feb. 23, 2026.
The information circular, including the plan of arrangement attached thereto, will be filed with the Canadian Securities Administrators on SEDAR+ at www.sedarplus.ca and with the SEC on Form 6-K on EDGAR at www.sec.gov/edgar. Additional details regarding the arrangement and the continuance will be set out in the information circular.
To become effective, the arrangement must be approved by 66 2/3% of the votes cast by the holders of subordinate voting shares and multiple voting shares of the company (voting as a single class) present or represented by proxy at the meeting.
Subject to the receipt of required approvals, including court approval and shareholder approval, the board of directors of the company will determine the appropriate time to implement the arrangement, including the continuance and the domestication in the U.S, when doing so will be in the best interests of the company. At such time, the necessary filings will be made with the Delaware secretary of state to effect the arrangement, including the continuance and the domestication in the U.S.
Notwithstanding the foregoing and the approval of the company shareholders, the board may, in its discretion, without further notice to or approval of the shareholders, decide not to proceed with the arrangement and decide not to complete the continuance if it determines that it is not in the best interests of the company to do so.
After completion of the arrangement, Curaleaf expects the Delaware subordinate voting shares to continue to be listed for trading on the Toronto Stock Exchange (TSX) and be quoted on the OTCQX in place of the subordinate voting shares, and the trading symbols to remain the same.
