Curaleaf plans Delaware domestication, seeks approval

Executive Summary

• Curaleaf Holdings Inc. intends to seek shareholder approval for a proposed arrangement to continue (domesticate) the company from British Columbia, Canada, to the state of Delaware, United States.
• The company believes this move will align with its strategic objectives, streamline organizational and regulatory structures, and facilitate more effective business operations within the U.S.
• A special meeting of shareholders is scheduled for on or about February 23, 2026, to vote on the arrangement, which requires approval by 66.67% of votes cast by subordinate and multiple voting shares.

Key Details

• Proposed Action: Continuation of Curaleaf Holdings Inc. from British Columbia, Canada, to Delaware, USA.
• Share Conversion Terms:
  • Each outstanding subordinate voting share of the BC-formed Curaleaf will be deemed one share of subordinate voting common stock of the Delaware-continued entity.
  • Each outstanding multiple voting share will be deemed one share of multiple voting common stock.
  • Each outstanding exchangeable share will be deemed one share of exchangeable common stock.
• Equity Incentive Plan Adjustments:
  • Each outstanding option to purchase subordinate voting shares will be adjusted to become an option to purchase an equal number of Delaware subordinate voting shares.
  • Each outstanding restricted share unit (RSU) to receive subordinate voting shares will be adjusted to become an RSU to receive an equal number of Delaware subordinate voting shares.
  • Adjustments will occur on the same terms and conditions as set forth in the Curaleaf 2018 stock and incentive plan and applicable award agreements.
• Voting Requirements: Approval by 66.67% of the votes cast by holders of subordinate voting shares and multiple voting shares (voting as a single class) present or represented by proxy at the meeting.
• Timeline:
  • Management information circular to be mailed to shareholders in the coming weeks.
  • Special meeting of shareholders scheduled for on or about February 23, 2026.
  • Circular and plan of arrangement to be filed with Canadian Securities Administrators (SEDAR+) and the SEC (Form 6-K on EDGAR).
• Board Discretion: The board of directors retains the right to decide not to proceed with the arrangement if it determines it is not in the best interests of the company, even if shareholder approval is obtained.
• Listing Status: Post-arrangement, Delaware subordinate voting shares are expected to continue trading on the Toronto Stock Exchange (TSX) under symbol CURA and on the OTCQX under symbol CURLF.
• Material Impact: The company states the arrangement is not expected to cause any material change in the company's business or operations.

Notable Quotes

• "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." — Boris Jordan, Chairman and Chief Executive Officer