Curaleaf Enters into an Equity Purchase Agreement for the Virginia Assets of The Cannabist Company

Executive Summary

• Curaleaf Holdings entered a binding equity purchase agreement to acquire The Cannabist Company’s Virginia assets, including an operational cultivation facility and five retail dispensaries with rights for one additional location.
• Transaction is expected to close in Q1 2026, subject to a 15‑business‑day go‑shop period ending 2025‑12‑22.
• If a competing bid is accepted or noteholder consent is not obtained, Curaleaf will receive a $3.3 million break‑up fee plus up to $350,000 in related expenses.

Key Details

• Assets Acquired: Fully‑operational cultivation facility; five retail dispensaries; right to open one additional dispensary in Virginia.
• Closing Timeline: Anticipated closing in the first quarter of 2026, pending satisfaction of all conditions.
• Go‑Shop Period: 15 business days, ending at 11:59 p.m. ET on December 22, 2025.
• Break‑Up Fee: $3.3 million payable to Curaleaf if a competing bid is accepted during the go‑shop period or if Cannabist fails to obtain required noteholder consent.
• Associated Expenses: Up to $350,000 reimbursable to Curaleaf in connection with a break‑up scenario.

Notable Quotes

(No executive quotes were provided in the release.)