Curaleaf Holdings, Inc 6-K, filed Aug 7, 2025

Curaleaf Holdings, Inc. (CURLF)

6-K 2025-08-07 For: 2025-06-30

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Added on April 07, 2026

About this 6-K

Curaleaf Holdings, Inc filed this 6-K on August 7, 2025.

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		CURALEAF HOLDINGS, INC.
		(Registrant)

Date:	August 6, 2025	By:	/s/ Peter Clateman
		Name:	Peter Clateman
		Title:	Chief Legal Officer


Exhibit Number						Description


99.1						Unaudited Condensed Interim Consolidated Financial Statements as of June 30, 2025 and December 31, 2024 and for the Three and Six Months Ended June 30, 2025 and 2024 and Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Three and Six Months Ended June 30, 2025 and 2024
99.2						CEO Certification of Interim Filings
99.3						CFO Certification of Interim Filings
99.4						Press Release dated August 6, 2025


			Page(s)





Financial Statements:

Condensed Interim Consolidated Balance Sheets (Unaudited) as of June 30, 2025 and December 31, 2024			3

Condensed Interim Consolidated Statements of Operations (Unaudited) for the three and six months ended June 30, 2025 and 2024			5

Condensed Interim Consolidated Statements of Comprehensive Loss (Unaudited) for the three and six months ended June 30, 2025 and 2024			6

Condensed Interim Consolidated Statements of Temporary Equity and Shareholders’ Equity (Unaudited) for the six months ended June 30, 2025 and 2024			7

Condensed Interim Consolidated Statements of Cash Flows (Unaudited) for the six months ended June 30, 2025 and 2024			8

Notes to Condensed Interim Consolidated Financial Statements (Unaudited)			10

Management’s Discussion and Analysis of Financial Condition and Results of Operations for the three and six months ended June 30, 2025 and 2024			64


		As of
	Note	June 30, 2025		December 31, 2024
Assets		Unaudited		Audited
Current assets:
Cash and cash equivalents (including restricted cash and cash equivalents)	3	$	102,269	$	107,226
Accounts receivable, net of allowance for credit losses of $1,396 and $2,722, respectively	7, 27	69,964		66,031
Inventories, net	8	226,534		220,654
Assets held for sale	5, 6	2,964		7,191
Prepaid expenses and other current assets		26,378		28,128
Notes receivable - current	9	2,146		451
Total current assets		430,255		429,681
Deferred tax asset		576		401
Notes receivable – net of current	9	2,215		2,037
Property, plant and equipment, net	10, 12	540,180		546,426
Right-of-use assets, finance lease, net	11	102,715		105,168
Right-of-use assets, operating lease, net	11	114,131		116,519
Intangible assets, net	13	1,060,302		1,085,397
Goodwill	13	635,507		628,884

Income tax receivable		15,738		20,041
Investments and other assets	14, 27	15,188		14,982
Total assets		$	2,916,807	$	2,949,536


		As of
	Note	June 30, 2025		December 31, 2024
Liabilities, Temporary equity and Shareholders’ equity		Unaudited		Audited
Current liabilities:
Accounts payable		$	66,271	$	79,129
Accrued expenses	15	90,305		102,188
Income tax payable		14,142		23,414
Lease liabilities, finance - current	11	10,939		10,995
Lease liabilities, operating - current	11	19,095		17,333
Notes payable - current	16, 26	48,729		101,723
Contingent consideration liability - current	4, 27	—		3,310
Deferred consideration liability - current	4	28,173		33,068
Financial obligations - current	12	6,518		7,208
Liabilities held for sale	5, 6	7,204		8,905
Other current liabilities		1,693		652
Total current liabilities		293,069		387,925
Deferred tax liability		234,156		244,601
Notes payable - net of current	16, 26	512,273		466,897
Lease liabilities, finance - net of current	11	149,006		150,683
Lease liabilities, operating - net of current	11	102,974		106,192
Uncertain tax position		476,900		392,188
Contingent consideration liability - net of current	4, 27	2,267		2,837
Deferred consideration liability - net of current	4	2,985		2,000
Financial obligations - net of current	12	206,701		201,687
Other long-term liabilities		1,217		1,133
Total liabilities		1,981,548		1,956,143

Commitments and contingencies	25

Temporary equity:
Redeemable non-controlling interest contingency	2, 18	63,962		132,179

Shareholders’ equity:
Additional paid-in capital	17	2,342,112		2,237,468

Accumulated other comprehensive loss		(419)		(20,080)
Accumulated deficit		(1,470,396)		(1,356,174)
Total shareholders’ equity		871,297		861,214
Total liabilities, temporary equity and shareholders’ equity		$	2,916,807	$	2,949,536


		Three months ended June 30,				Six months ended June 30,
	Note	2025		2024		2025		2024
Revenues, net:
Retail and wholesale revenues		$	312,424	$	340,838	$	620,791	$	678,415
Management fee income		2,096		1,448		3,738		2,803
Total revenues, net	24	314,520		342,286		624,529		681,218
Cost of goods sold	8, 10, 11	161,967		181,821		316,800		359,849
Gross profit		152,553		160,465		307,729		321,369
Operating expenses:
Selling, general and administrative	20	105,217		109,507		212,501		213,899
Share-based compensation	19	8,477		6,843		13,101		14,352
Depreciation and amortization	10, 11, 13	35,574		36,568		71,014		72,869
Total operating expenses		149,268		152,918		296,616		301,120
Income from continuing operations		3,285		7,547		11,113		20,249
Other income (expense):
Interest income		166		310		338		327
Interest expense	16	(14,646)		(14,792)		(28,807)		(30,155)
Interest expense related to lease liabilities and financial obligations	11, 12	(11,074)		(10,328)		(22,158)		(20,744)
Gain (loss) on impairment	10, 11, 12	1,209		(1,774)		(2,486)		2,152
Other income (expense), net	22	1,839		1,875		4,841		(478)
Total other expense, net		(22,506)		(24,709)		(48,272)		(48,898)
Loss before provision for income taxes		(19,221)		(17,162)		(37,159)		(28,649)
Provision for income taxes		(31,381)		(31,391)		(68,236)		(71,480)
Net loss from continuing operations		(50,602)		(48,553)		(105,395)		(100,129)
Net loss from discontinued operations	6	(3,004)		(1,277)		(8,455)		(710)
Net loss		(53,606)		(49,830)		(113,850)		(100,839)
Less: Net (loss) income attributable to non-controlling interest	2, 18	(445)		(945)		372		(3,642)
Net loss attributable to Curaleaf Holdings, Inc.		$	(53,161)	$	(48,885)	$	(114,222)	$	(97,197)

Per share – basic and diluted:(1)	23
Net loss per share from continuing operations, less the net (loss) income per share and excess redemption value attributable to non-controlling interest		$	(0.08)	$	(0.06)	$	(0.17)	$	(0.13)
Net loss per share from discontinued operations		—		—		(0.01)		—
Net loss per share attributable to Curaleaf Holdings, Inc., less the net (loss) income per share and excess redemption value attributable to non-controlling interest – basic and diluted		$	(0.08)	$	(0.06)	$	(0.18)	$	(0.13)
Weighted average common shares outstanding – basic and diluted		757,270,633		740,787,287		755,737,314		738,467,477

(1) While the recognition of excess redemption value only impacts the Condensed Interim Consolidated Balance Sheets (Unaudited), ASC 480-10, Distinguishing Liabilities from Equity (“ASC 480-10”), requires the excess redemption value be factored into the Company's computation of earnings per share - basic and diluted. See Note 23 — Earnings per share for further details.


		Redeemable non-controlling interest contingency		Common shares		Additional paid-in capital		Treasury shares		Accumulated other comprehensive loss		Accumulated deficit		Total shareholders' equity
				Number of Shares
	Note			SVS*	MVS*
Balances as of December 31, 2023		120,650		639,757,098	93,970,705	$	2,204,318	$	(1,050)	$	(11,875)	$	(1,140,751)	$	1,050,642
Issuance of shares in connection with acquisitions	4	—		3,415,913	—	16,718		—		—		—		16,718
Acquisition related deferred equity consideration	4	—		2,367,000	—	11,480		—		—		—		11,480
Acquisition escrow shares returned and retired		—		(5,503)	—	(30)		—		—		—		(30)

Foreign currency translation loss		(2,677)		—	—	—		—		(3,278)		—		(3,278)
Exercise of stock options	19	—		75,391	—	156		—		—		—		156
Issuance of SVS* for settlement of RSUs**	19	—		2,421,192	—	—		—		—		—		—
Issuance of SVS* for settlement of PSUs**	19	—		325,248	—	—		—		—		—		—

Share-based compensation: equity-classified awards	19	—		—	—	14,352		—		—		—		14,352
Net loss		(3,642)		—	—	—		—		—		(97,197)		(97,197)
Balances as of June 30, 2024		$	114,331	648,356,339	93,970,705	$	2,246,994	$	(1,050)	$	(15,153)	$	(1,237,948)	$	992,843

Balances as of December 31, 2024		$	132,179	656,088,216	93,970,705	$	2,237,468	$	—	$	(20,080)	$	(1,356,174)	$	861,214
Purchase of non-controlling interest	18	(102,114)		6,810,853	—	102,114		—		—		—		102,114
Extinguishment of convertible notes by issuance of SVS*	16	—		4,282,596	—	16,500		—		—		—		16,500

Acquisition related contingent equity consideration	4	—		621,166	—	497		—		—		—		497
Acquisition related deferred equity consideration	4	—		96,052	—	77		—		—		—		77
Issuance of SVS* for settlement of liability(1)		—		96,052	—	77		—		—		—		77
Foreign currency translation gain		8,337		—	—	—		—		19,661		—		19,661
Exercise of stock options	19	—		100,000	—	10		—		—		—		10

Issuance of SVS* for settlement of RSUs**	19	—		1,995,203	—	—		—		—		—		—
Issuance of SVS* for settlement of PSUs**	19	—		359,948	—	—		—		—		—		—
Excess redemption value above carrying value	18	25,188		—	—	(25,188)		—		—		—		(25,188)
Share-based compensation: equity-classified awards	19	—		—	—	10,557		—		—		—		10,557
Net income (loss)		372		—	—	—		—		—		(114,222)		(114,222)

Balances as of June 30, 2025		$	63,962	670,450,086	93,970,705	$	2,342,112	$	—	$	(419)	$	(1,470,396)	$	871,297

*as defined in Note 1 — Operations of the Company
**as defined in Note 3 — Significant accounting policies
(1) As of June 30, 2025, the Company issued shares to settle a liability stemming from then-outstanding supply obligations.


Asset class			Estimated useful lives(2)
Land			Indefinite life
Information technology			3 years
Furniture and fixtures			3-7 years
Licenses			5-30 years
Building and improvements(1)			15-39 years

(1) Leasehold improvements are depreciated over the shorter of the asset’s useful life or the remaining lease term.
(2) At each fiscal year-end, the Company reviews the estimated useful lives, residual values and depreciation methods of its Property, plant and equipment and applies any resulting adjustments prospectively.


Asset class			Estimated useful lives(1)(2)
Non-compete agreements			1-15 years
Trade names			1-20 years
Intellectual property and know-how			5-15 years
Licenses and service agreements			5-30 years
Customer relationships			3 years
Internally generated software			3 years

(1) At each fiscal year-end, the Company reviews the estimated useful lives and residual values of its intangible assets and applies any resulting adjustments prospectively.
(2) The Company holds no intangible assets with indefinite useful lives.


Cash	$	146
Accounts receivable, net	2,487
Prepaid expenses and other current assets	398
Inventories, net	3,400

Property, plant and equipment, net	10,858
Right-of-use assets	2,842
Licenses	15,387
Trade name	201

Goodwill	1,285
Deferred tax liabilities	(265)
Liabilities assumed	(12,966)
Net assets acquired	$	23,773

Consideration paid in cash, net of working capital adjustments	$	2,368
Equity consideration(1)	15,053
Contingent consideration classified as a liability(2)	6,352
Total consideration	$	23,773

Cash outflow, net of cash acquired	$	2,222

(1) The fair value of the consideration, paid through the issuance of SVS, was based on a third-party valuation that took into account transfer restrictions and the time value of money.
(2) On April 11, 2025, the Company issued 621,166 SVS and paid $3.2 million in cash to settle this contingent consideration obligation.


Intellectual Property	$	9,365
Net assets acquired	$	9,365

Consideration paid in cash, net of working capital adjustments	$	1,693
Cancelled loan (including accrued interest)	7,672
Total consideration	$	9,365


	EMMAC(1)		NGC(2)		Total
Total contingent consideration liability, December 31, 2023	$	4,724	$	—	$	4,724
Contingent consideration recognized on acquisition	—		6,352		6,352

Revaluation of contingent consideration	(1,820)		(3,042)		(4,862)
Effect of exchange rate differences	(67)		—		(67)

Total contingent consideration liability, December 31, 2024	2,837		3,310		6,147
Cash payments of contingent consideration	—		(3,236)		(3,236)
Issuance of SVS as settlement of contingent consideration	—		(497)		(497)
Revaluation of contingent consideration	(806)		335		(471)
Effect of exchange rate differences	236		—		236
Loss on contingent consideration paid	—		88		88
Total contingent consideration liability, June 30, 2025	2,267		—		2,267
Less: Contingent consideration liability - current	—		—		—
Contingent consideration liability - net of current	$	2,267	$	—	$	2,267

(1) Contingent on the ability of Curaleaf International to obtain a recreational cannabis license in Europe and is payable in both cash and SVS upon achievement. Payouts, if any, are expected in 2027.
(2) Contingent obligation was tied to NGC achieving certain margin targets during the fiscal year ending December 31, 2024.


	Tryke(1)		NRPC(3)		Curaleaf Poland(4)		Other(5)		Total
Total deferred consideration liability as of December 31, 2023	$	41,652	$	2,000	$	—	$	—	$	43,652
Deferred consideration recognized on acquisition	—		—		1,218		—		1,218
Interest expense on deferred consideration	5,913		—		—		—		5,913
Effect of exchange rate differences	—		—		82		—		82
Reversal of interest expense on deferred consideration	(11)		—		—		—		(11)
Change in fair value on deferred consideration paid	—		—		(796)		—		(796)
Post-closing purchase price adjustment (2)	(3,740)		—		—		—		(3,740)
Cash payments of deferred consideration	(11,250)		—		—		—		(11,250)
Total deferred consideration liability as of December 31, 2024	32,564		2,000		504		—		35,068
Deferred consideration recognized on acquisition	—		—		—		920		920
Interest expense on deferred consideration	1,609		—		—		—		1,609
Effect of exchange rate differences	—		—		17		65		82

Change in fair value on deferred consideration paid	—		—		(46)		—		(46)

Issuance of SVS as settlements of deferred consideration	—		—		(77)		—		(77)
Cash payments of deferred consideration	(6,000)		—		(398)		—		(6,398)
Total deferred consideration liability as of June 30, 2025	28,173		2,000		—		985		31,158
Less: Deferred consideration liability - current	(28,173)		—		—		—		(28,173)
Deferred consideration liability - net of current	$	—	$	2,000	$	—	$	985	$	2,985

(1) Related to the second and third anniversary payment due from the Company to the sellers of Tryke of $21.2 million and $25.0 million, respectively. The second anniversary payment consists of a lump sum payment and monthly installments through October 2025. The third anniversary payment is due in October 2025, and the implied interest rate is 10%.
(2) On October 4, 2024, the Company entered into a settlement agreement with the sellers of Tryke Companies, pursuant to which the Company received a $3.7 million post-closing purchase price adjustment that reduced the Company’s second anniversary payment.
(3) Withheld as security for seller’s indemnity of pending litigation.
(4) Related to Curaleaf Poland’s achievement of certain earnings metrics during the fiscal year ending December 31, 2024. On April 14, 2025, the Company settled this obligation through a cash payment of $0.4 million and the issuance of 96,052 SVS.
(5) Incurred in connection with an individually immaterial acquisition consummated during the second quarter of 2025 within the Company's international operations.


Asset group	Recognized gains (losses)
Phytoscience Management Group, Inc.	$	(1,096)
North Shore Assets(1)	$	(841)
Acres Assets(2)	$	17,539
Rokshaw Limited ("Rokshaw")’s noncannabis operation	£	2,558

(1) On April 10, 2025, the Company completed the sale of its North Shore Assets, having received all required regulatory approvals.
(2) Refer to Note 9 — Notes receivable for further discussion.


Assets held for sale	Discontinued Operations		Held for Sale Entities		Total
Balance at December 31, 2023	$	13,216	$	4,579	$	17,795
Transferred out, net	(6,025)		(4,579)		(10,604)
Balance at December 31, 2024	7,191		—		7,191
Transferred (out) in, net	(5,558)		1,331		(4,227)
Balance at June 30, 2025	$	1,633	$	1,331	$	2,964


Business component	Recognized gains (losses)
California	$	(2,214)
Colorado	(2,000)
Oregon	(2,283)
Michigan	1,260
Kentucky - CBD	(7,176)
Adult-Use Maine	(288)


	As of
	June 30, 2025		December 31, 2024
Raw materials:
Cannabis	$	55,012	$	43,803
Non-Cannabis	18,124		16,248
Total raw materials	73,136		60,051

Work-in-process	58,068		60,863
Finished goods	95,330		99,740
Inventories, net	$	226,534	$	220,654


	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024

Finance lease cost:
Amortization of ROU assets:
Cost of goods sold	$	1,662	$	2,654	$	3,362	$	5,301
Operating expenses	1,400		1,210		2,707		2,446
Total amortization of ROU assets	3,062		3,864		6,069		7,747
Interest on finance lease liabilities	4,438		4,377		8,887		8,808

Total finance lease cost	7,500		8,241		14,956		16,555

Operating lease expense	8,834		7,777		16,539		15,293

Short-term lease expense	110		60		220		118

Total lease costs	$	16,444	$	16,078	$	31,715	$	31,966


Fiscal Year	Operating Leases		Finance Leases

2025 (six months remaining)	$	15,553	$	14,018
2026	30,536		28,202
2027	28,731		28,739
2028	25,704		28,076
2029	21,439		27,943
2030 and thereafter	46,976		170,653
Total undiscounted remaining minimum lease payments	168,939		297,631
Less: imputed interest	(46,870)		(137,686)
Total discounted remaining minimum lease payments	$	122,069	$	159,945


Liabilities associated with assets held for sale	Discontinued Operations		Held for Sale Entities(1)		Total
Balance at December 31, 2023	$	8,287	$	886	$	9,173
Transferred in (out), net	184		(452)		(268)
Balance at December 31, 2024	8,471		434		8,905
Transferred in (out), net	(1,267)		(434)		(1,701)
Balance at June 30, 2025	$	7,204	$	—	$	7,204

(1) On April 10, 2025, the Company completed the sale of its North Shore Assets, having received all required regulatory approvals.


Allowance for credit losses as of January 1, 2025	$	(2,722)
Provision	60
Charge-offs and recoveries	1,304
Effect of exchange rate differences	(38)
Allowance for credit losses as of June 30, 2025	$	(1,396)


Allowance for credit losses as of January 1, 2024	$	(6,717)
Provision	(414)
Charge-offs and recoveries	4,392
Effect of exchange rate differences	17
Allowance for credit losses as of December 31, 2024	$	(2,722)


	Three months ended				Six months ended
	June 30, 2025		June 30, 2024		June 30, 2025		June 30, 2024
Inventory write-downs	$	(361)	$	(1,549)	$	(676)	$	(2,429)


Fiscal Year	Financial Obligations

2025 (six months remaining)	$	16,260
2026	33,139
2027	31,006
2028	31,841
2029	30,497
2030 and thereafter	356,642
Total undiscounted remaining minimum lease payments	499,385
Less: imputed interest	(286,166)
Total discounted remaining minimum lease payments	$	213,219


As of June 30, 2025	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount

Licenses and service agreements	$	1,318,840	$	(379,653)	$	939,187
Trade names	163,313		(61,282)		102,031
Non-compete agreements	25,318		(13,601)		11,717
Intellectual property and know-how	9,463		(2,837)		6,626
Internally generated software	688		(13)		675
Customer relationships	72		(6)		66
Intangible assets, net (1)	$	1,517,694	$	(457,392)	$	1,060,302

(1) Intangible assets held by the Company’s international subsidiaries are subject to foreign currency translation adjustments.


As of December 31, 2024	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount

Licenses and service agreements	$	1,289,829	$	(331,589)	$	958,240
Trade names	166,843		(60,375)		106,468
Non-compete agreements	32,337		(19,490)		12,847
Intellectual property and know-how	9,365		(1,889)		7,476
Internally generated software	370		(4)		366
Intangible assets, net (1)	$	1,498,744	$	(413,347)	$	1,085,397

(1) Intangible assets held by the Company’s international subsidiaries are subject to foreign currency translation adjustments.


Fiscal Year	Estimated Amortization
2025	$	100,454
2026	99,893
2027	99,260
2028	95,703
2029	89,572


Asset class:						Weighted Average Amortization (in years)
Licenses and service agreements						12.44
Trade names						11.94
Non-compete agreements						5.91
Internally generated software						4.76
Intellectual property and know-how						3.50
Customer relationships						2.75


	Domestic		International		Total
Balance at December 31, 2023	$	551,181	$	75,447	$	626,628



Acquisitions (Note 4)	—		6,137		6,137
Measurement period adjustment (Note 4)	—		63		63
Effect of exchange rate differences	—		(3,944)		(3,944)
Balance at December 31, 2024	551,181		77,703		628,884



Acquisitions (Note 4) (1)	—		1,330		1,330
Measurement period adjustment (Note 4)	—		(3,984)		(3,984)
Effect of exchange rate differences	—		9,277		9,277
Balance at June 30, 2025	$	551,181	$	84,326	$	635,507

(1) Incurred in connection with an individually immaterial acquisition consummated during the second quarter of 2025 within the Company's international operations.


Credit facility	Original facility size		Outstanding principal balance		Stated interest rate			Maturity date
Senior Secured Notes – 2026	$	475,000	$	460,000	8.00	%	(3)	December 15, 2026
Senior Secured Notes – 2027(13)	67,000		67,000		10.00	%	(4)	January 17, 2027
Bloom Notes – 2025(13)	60,000		—		4.00	%	(5)	January 17, 2025
Bloom Notes – 2024	50,000		—		10.00	%	(6)	January 18, 2025/ October 18, 2024	(6)
Needham LOC	40,000		12,544		7.99	%	(7)	December 15, 2026	(14)
ABL Facility - EWB Note	12,000		12,000		6.00	%	(8)	August 25, 2025
Other notes payable - BHH Note(1)	7,500		7,500		15.00	%	(9)	September 30, 2025
Other notes payable - miscellaneous(1)	2,799		2,842		Various			Various
Other notes payable - VOWL Note(1)	2,226		2,231		4.25	%	(10)	December 30, 2025	(15)
Other notes payable - NGC Note(1)	1,600		1,600		12.00	%	(11)	July 1, 2025	(16)
Seller notes payable - Scottsdale Note(2)	4,600		4,230		5.00	%	(12)	December 1, 2036
	$	722,725	$	569,947

(1) The Company has a note payable (the “BHH Note”) with Tangela Holdings, Ltd (“Tangela”) and Portiagate Investment LTD, which was executed in the last quarter of 2020 in connection with the Company gaining a controlling interest in Broad Horizons Holdings, LLC (“BHH”). The BHH Note was amended, subsequently, in the third quarter of 2022. The Company has a separate note payable with Tangela, which was executed to fund bulk purchases of cannabis for resale by NGC (the “NGC Note”). Lastly, the Company, has a note payable with Verbundvolksbank OWL (the “VOWL Note”). Other notes payable - miscellaneous is comprised of various immaterial loans held by Curaleaf International.
(2) The Company has a seller note payable incurred in connection with the Company’s purchase of a building in Scottsdale, Arizona (the “Scottsdale Note”).
(3) Compounded semi-annually and payable in arrears on June 15th and December 15th of each year.
(4) Compounded monthly and computed daily on the basis of a 360-day year for the actual number of days elapsed for a period of time. Interest is payable monthly in arrears, beginning February 17th, with principal repayments beginning August 17, 2025.
(5) Computed daily on the basis of a 360-day year and payable at maturity.
(6) The Installment Amount (as defined herein) matured on October 18, 2024, and the Conversion Amount matured on January 18, 2025. The Conversion Amount was settled in its entirety through the issuance of SVS, as discussed further herein in the section titled “Bloom Notes.”
(7) Calculated on the basis of a 360-day year. Interest is due on the 6th day of each month.
(8) Calculated on the basis of a 360-day year for the actual number of days elapsed for any period of time. Interest is due on the 25th day of each month.
(9) Computed daily on the basis of a 365-day year (or 366 days in the case of a leap year) and payable quarterly in arrears on each January 1, April 1, July 1 and October 1, with the final interest payment due and payable on the maturity date.
(10) Calculated on the basis of a 360-day year for the actual number of days elapsed for any period of time. Interest is due on the 30th day of each month.
(11) Calculated on the basis of a 365-day year. Interest is payable in one or several installments no later than 30 days from the maturity date.
(12) Computed on the basis of a 365-day year. Interest is due at maturity. As a payment-in-kind loan, interest accrued increases the outstanding balance of the loan each reporting period.
(13) In January 2025, the Bloom Note - 2025 was exchanged for senior secured notes due January 17, 2027; see section titled "Bloom Notes" for further details.
(14) The Company has the option to extend the maturity date of the Needham LOC to December 15, 2028, subject to certain conditions specified in the Needham Loan Agreement.
(15) The maturity date for the VOWL Note was extended from May 31, 2025 to December 30, 2025, subject to certain conditions, and the stated interest rate was lowered from 5.90% to 4.25%.
(16) The NGC Note was settled-in-full on the maturity date.


		Three months ended June 30, 2025						Six months ended June 30, 2025
	Effective interest rate	Stated interest expense		Amortization of debt discount/premium and deferred financing fees		Total interest expense (1)		Stated interest expense		Amortization of debt discount/premium and deferred financing fees		Total interest expense (1)
Senior Secured Notes – 2026	9.30%	$	9,175	$	1,327	$	10,502	$	18,249	$	2,442	$	20,691
Senior Secured Notes – 2027	10.00%	1,904		94		1,998		3,128		146		3,274
Bloom Notes – 2025	10.36%	—		—		—		127		200		327
Bloom Notes – 2024	10.00%	—		—		—		78		—		78
Needham LOC	7.99%	274		227		501		631		571		1,202
ABL Facility - EWB Note	6.00%	182		45		227		376		45		421
Other notes payable - BHH Note	15.00%	280		—		280		558		—		558
Seller notes payable - Scottsdale Note	5.00%	54		—		54		115		—		115
Other notes payable - miscellaneous	various	44		—		44		87		—		87
Other notes payable - VOWL Note	4.25%	19		—		19		47		—		47
Other notes payable - NGC Note	12.00%	48		—		48		95		—		95

		$	11,980	$	1,693	$	13,673	$	23,491	$	3,404	$	26,895

(1) Total interest expense herein does not encompass interest expense recognized on the Company’s deferred consideration obligations. For the three and six months ended June 30, 2025, the Company recognized interest expense of $1.0 million and $1.9 million on its deferred consideration obligations. Refer to Note 4 — Acquisitions — Deferred consideration for further details.


		Three months ended June 30, 2024						Six months ended June 30, 2024
	Effective interest rate	Stated interest expense		Amortization of debt discount/premium and deferred financing fees		Total interest expense (2)		Stated interest expense		Amortization of debt discount/premium and deferred financing fees		Total interest expense (2)
Senior Secured Notes – 2026	8.00%	$	8,850	$	1,130	$	9,980	$	18,350	$	2,205	$	20,555
Bloom Notes – 2025	10.35%	607		894		1,501		1,213		1,764		2,977
Bloom Notes – 2024	10.00%	792		98		890		1,913		5		1,918
ABL Facility - EWB Note	6.00%	142		—		142		246		—		246
Other notes payable - BHH Note	14.79%	280		—		280		561		—		561
Seller notes payable - Scottsdale Note	5.00%	61		—		61		123		—		123
Other notes payable - miscellaneous	various	1		—		1		2		—		2
Other notes payable - VOWL Note	5.90%	35		—		35		69		—		69

Seller notes payable - Phyto Note(1)	7.50%	161		—		161		223		—		223
		$	10,929	$	2,122	$	13,051	$	22,700	$	3,974	$	26,674

(1) The Phyto Note was paid in full on July 1, 2024.
(2) Total interest expense herein does not encompass interest expense recognized on the Company’s deferred consideration obligations. For the three and six months ended June 30, 2024, the Company recognized interest expense of $1.7 million and $3.4 million on its deferred consideration obligations. Refer to Note 4 — Acquisitions — Deferred consideration for further details.


Fiscal year:	Amount
2025 (remaining six months)	$	35,480
2026	499,707
2027	30,030
2028	1,538
2029 and thereafter	3,192

Total future principal payments	$	569,947


As of	Curaleaf International		Four20(1)(2)		Total
December 31, 2024	$	94,561	$	37,618	$	132,179
June 30, 2025(1)	—		63,962		63,962

(1) The Company recorded 25.2 million and $22.7 million in order to reflect the put/call options obligation at their redemption value as of June 30, 2025 and December 31, 2024. See Note 2 — Basis of presentation and consolidation for further details.
(2) The Company anticipates the value of the put/call options related to Four20 to be between $80 million to $100 million upon redemption, payable in cash and stock.


	Number of stock options	Weighted average exercise price		Weighted average remaining contractual life (years)	Aggregate intrinsic value
Outstanding at January 1, 2025	29,661,070	$	4.98
Forfeited(1)	(5,687,343)	8.47
Expired(1)	(1,306,517)	8.64
Exercised	(100,000)	0.10
Granted	11,903,760	0.93
Outstanding at June 30, 2025	34,470,970	$	2.89	6.72	$	4,019
Stock options exercisable at June 30, 2025	12,124,795	$	3.48	2.92	$	3,963

(1) Includes adjustments for changes in estimates.


	Number of options	Weighted average exercise price		Weighted average remaining contractual life (years)	Aggregate intrinsic value
Outstanding at January 1, 2024	27,932,603	$	5.29
Forfeited(1)	(724,184)	4.68
Expired(1)	(144,144)	10.89
Exercised	(75,391)	2.06
Granted	2,364,100	4.10
Outstanding at June 30, 2024	29,352,984	$	5.19	6.04	$	25,863
Stock options exercisable at June 30, 2024	16,426,904	$	5.58	3.99	$	24,472

(1) Includes adjustments for changes in estimates.


	Number of PSUs	Weighted-Average Grant Date Fair Value
Unvested at January 1, 2025	1,889,582	$	3.81
Forfeited(1)	(1,108,307)	3.72
Vested	(359,948)	3.45
Granted	10,011,139	0.94
Unvested at June 30, 2025	10,432,466	$	1.07
Inception-to-date PSUs vested at June 30, 2025	756,485	$	3.16

(1) Includes adjustments for changes in estimates.


	Number of PSUs	Weighted-Average Grant Date Fair Value
Unvested at January 1, 2024	2,024,121	$	2.89
Forfeited(1)	(1,165,707)	3.52
Vested	(325,248)	2.89
Granted	2,403,824	4.04
Unvested at June 30, 2024	2,936,990	$	3.58
Inception-to-date PSUs vested at June 30, 2024	325,248	$	2.89

(1) Includes adjustments for changes in estimates.


	Number of RSUs	Weighted-Average Grant Date Fair Value
Unvested at January 1, 2025	6,333,784	$	3.63
Forfeited(1)	(1,077,461)	2.55
Vested	(1,995,203)	4.09
Granted	18,686,313	0.92
Unvested at June 30, 2025	21,947,433	$	1.33
Inception-to-date RSUs vested at June 30, 2025	11,056,598	$	6.07

(1) Includes adjustments for changes in estimates.