Curaleaf Holdings, Inc 10-Q for FY2026 Q2

Curaleaf Holdings, Inc. (CURLF)

10-Q 2026-08-06 For: 2026-06-30

Added on August 06, 2026

About this 10-Q

Curaleaf Holdings, Inc filed this 10-Q on August 6, 2026, covering the quarter ended June 30, 2026 (FY2026 Q2).

Headline figures

Quarter ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $340.1M; up 9.5% from $310.59M a year earlier
Net income: $12.51M; compared with a net loss of $53.16M a year earlier
Diluted EPS: $0.05; compared with -$0.26 a year earlier

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British Columbia, Canada			98-1461045
(Province or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)


Subordinate Voting Shares			233,484,263
Multiple Voting Shares			31,323,568


PART I

Item 1. Financial Statements (Unaudited)			3
Condensed Consolidated Balance Sheets			3
Condensed Consolidated Statements of Operations			5
Condensed Consolidated Statements of Comprehensive Income (Loss)			7
Condensed Consolidated Statements of Temporary Equity and Shareholders' Equity			8
Condensed Consolidated Statements of Cash Flows			10
Notes to Condensed Consolidated Financial Statements			12
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			62
Item 3. Quantitative and Qualitative Disclosures About Market Risk			73
Item 4. Controls and Procedures			74

PART II

Item 1. Legal Proceedings			74
Item 1A. Risk Factors			74
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			91
Item 3. Defaults Upon Senior Securities			91
Item 4. Mine Safety Disclosures			91
Item 5. Other Information			91
Item 6. Exhibits			92
Signatures			88


		As of
	Note	June 30, 2026		December 31, 2025

ASSETS
Current assets:
Cash and cash equivalents	3	$	94,588	$	89,213
Restricted cash	3	12,380		12,360
Accounts receivable, net of allowance for credit losses of $1,982 and $2,617, respectively	7, 27	74,907		76,339
Inventories	8	244,724		225,022
Assets held for sale and discontinued operations	5, 6	2,809		3,681
Prepaid expenses and other current assets	3	31,021		37,379
Notes receivable - current	9	7,368		4,629
Total current assets		467,797		448,623
Deferred tax asset	23	541		443
Income tax receivable	23	2,382		2,382
Other assets - net of current	14	18,379		13,396
Notes receivable - net of current	9	834		2,980
Property, plant and equipment, net	10, 12	505,898		520,386
Right-of-use assets, finance lease, net	11	107,914		97,599
Right-of-use assets, operating lease, net	11	121,516		113,274
Intangible assets, net	13	956,074		1,011,115
Goodwill	13	633,022		635,117
Total assets		$	2,814,357	$	2,845,315



		As of
	Note	June 30, 2026		December 31, 2025
LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	60,073	$	74,725
Accrued expenses	15	122,172		110,493
Income tax payable		11,195		18,952
Lease liabilities, finance - current	11	15,228		11,684
Lease liabilities, operating - current	11	20,366		19,837
Notes payable - current	16	41,009		35,730

Deferred consideration liability - current	4, 27	16,235		2,966
Financial obligations - current	12	10,138		7,238
Liabilities associated with assets held for sale and discontinued operations	5, 6	6,786		7,073
Other current liabilities		3,911		5,616
Total current liabilities		307,113		294,314
Deferred tax liability	23	129,224		212,002
Notes payable - net of current	16	570,532		512,922
Lease liabilities, finance - net of current	11	152,453		144,446
Lease liabilities, operating - net of current	11	109,622		102,346
Uncertain tax position	23	468,485		531,508
Contingent consideration liability - net of current	4, 27	3,879		3,358
Deferred consideration liability - net of current	4, 27	125		—
Financial obligations - net of current	12	195,431		202,901
Other non-current liabilities		10,033		1,237
Total liabilities		$	1,946,897	$	2,005,034

Commitments and contingencies	26

Temporary equity:
Redeemable non-controlling interest contingency	2, 18	—		83,931

Shareholders’ equity:
Common stock, no par value; unlimited shares authorized; 264,737,501 and 257,491,582 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively.		$	—	$	—
Additional paid-in capital	17	2,385,008		2,345,402

Accumulated other comprehensive loss		(12,610)		(1,808)
Accumulated deficit		(1,504,938)		(1,587,244)
Total shareholders’ equity		867,460		756,350
Total liabilities, temporary equity and shareholders’ equity		$	2,814,357	$	2,845,315


		Three months ended June 30,				Six months ended June 30,
	Note	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	25	340,099		310,586		664,330		617,211
Cost of goods sold	10, 11	170,185		157,502		337,126		308,560
Gross profit		169,914		153,084		327,204		308,651
Operating expenses:
Selling, general and administrative	20, 19	131,677		111,357		254,547		222,176

Depreciation and amortization	10, 11, 12, 13	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	16	(17,823)		(14,646)		(32,847)		(28,807)
Interest expense related to lease liabilities and financial obligations	11, 12	(9,892)		(11,074)		(20,395)		(22,158)
(Loss) gain on impairment	10, 11, 13	(41)		1,209		(41)		(2,486)
Other (expense) income, net	22	(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	6	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	2, 18	—		(445)		(16)		372
Net income (loss) attributable to Curaleaf Holdings, Inc.		$	12,507	$	(53,161)	$	82,306	$	(114,222)

Per share — basic:	24
Net income (loss) per share from continuing operations(1)		$	0.05	$	(0.24)	$	0.32	$	(0.49)
Net loss per share from discontinued operations		—		(0.02)		—		(0.06)
Net income (loss) per share attributable to Curaleaf Holdings, Inc.(1)		$	0.05	$	(0.26)	$	0.32	$	(0.55)
Basic weighted-average common shares outstanding		263,067,698		252,423,544		260,782,402		251,912,438

Per share – diluted(1):	24
Net income (loss) per share from continuing operations(1)		$	0.05	$	(0.24)	$	0.31	$	(0.49)
Net loss per share from discontinued operations		—		(0.02)		—		(0.06)
Net income (loss) per share attributable to Curaleaf Holdings, Inc.(1)		$	0.05	$	(0.26)	$	0.31	$	(0.55)
Dilutive weighted-average common shares outstanding(2)		270,702,440		252,423,544		268,804,422		251,912,438


	Redeemable Non-controlling Interest Contingency		Common Shares						Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Shareholders' Equity
			Number of Shares(2)	Amounts		Number of Shares(2)	Amounts
			SVS*	SVS*		MVS***	MVS***

Balances as of December 31, 2024	$	132,179	218,696,071	$	—	31,323,568	$	—	$	2,237,468	$	(20,080)	$	(1,356,174)	$	861,214
Extinguishment of convertible notes by issuance of SVS*	—		1,427,532	—		—	—		16,500		—		—		16,500
Foreign currency translation gain	2,756		—	—		—	—		—		6,063		—		6,063
Exercise of stock options	—		33,333	—		—	—		10		—		—		10
Issuance of SVS* for settlement of RSUs**	—		556,208	—		—	—		—		—		—		—
Issuance of SVS* for settlement of PSUs**	—		119,983	—		—	—		—		—		—		—
Excess redemption value above carrying value	13,327		—	—		—	—		(13,327)		—		—		(13,327)
Share-based compensation	—		—	—		—	—		4,624		—		—		4,624
Net income (loss)	817		—	—		—	—		—		—		(61,063)		(61,063)
Balances as of March 31, 2025	$	149,079	220,833,127	$	—	31,323,568	$	—	$	2,245,275	$	(14,017)	$	(1,417,237)	$	814,021
Issuance of SVS* to settle non-controlling interest	(102,114)		2,270,284	—		—	—		102,114		—		—		102,114
Acquisition related contingent equity consideration	—		207,055	—		—	—		497		—		—		497
Acquisition related deferred equity consideration	—		32,017	—		—	—		77		—		—		77
Issuance of SVS* for settlement of liability(1)	—		32,017	—		—	—		77		—		—		77
Foreign currency translation gain	5,581		—	—		—	—		—		13,598		—		13,598
Issuance of SVS* for settlement of RSUs**	—		108,860	—		—	—		—		—		—		—
Excess redemption value above carrying value	11,861		—	—		—	—		(11,861)		—		—		(11,861)
Share-based compensation	—		—	—		—	—		5,933		—		—		5,933
Net income (loss)	(445)		—	—		—	—		—		—		(53,161)		(53,161)
Balances as of June 30, 2025	$	63,962	223,483,360	$	—	31,323,568	$	—	$	2,342,112	$	(419)	$	(1,470,398)	$	871,295

(1) The Company issued shares to settle a liability stemming from then-outstanding supply obligations.
(2) Results have been adjusted to reflect the 1-for-3 Reverse Split on June 5, 2026. See Note 2, “Basis of presentation and consolidation” for details regarding the reverse stock split.
* as defined in Note 1 — Operations of the Company.
** as defined in Note 3 - Significant accounting policies
*** as defined in Note 17 - Shareholders' equity


Payments of deferred consideration	4	(618)		(6,398)
Payments of contingent consideration		—		(3,236)
Net cash used in financing activities from continuing operations		(10,647)		(18,823)
Net cash used in financing activities from discontinued operations		—		—
Net cash used in financing activities		(10,647)		(18,823)

Net increase (decrease) in cash and cash equivalents (including restricted cash)		5,782		(5,648)
Cash and cash equivalents (including restricted cash), beginning of period		101,573		107,225
Effect of exchange rate changes on cash and cash equivalents (including restricted cash)		(387)		692
Cash and cash equivalents (including restricted cash), end of period		$	106,968	$	102,269

Non-cash investing & financing activities:
Purchases of property, plant and equipment within accounts payable and accrued expenses	10	$	2,670	$	1,583
Exchanged portion of Senior Secured Notes - 2026* for Senior Secured Notes - 2029*(1)	16	142,202		—
Non-cash proceeds from Note Exchange*	16	—		7,000
Extinguishment of convertible notes by issuance of SVS*	16	—		16,500
Issuance of SVS* in connection with acquisitions	4	—		574
Deferred consideration incurred in connection with acquisitions	4, 27	—		985
Issuance of SVS* for settlement of liability		—		77
Transfer to assets held for sale, net	5	—		1,331
Issuance of SVS* to purchase non-controlling interest	18	36,676		5,418
Non-cash reduction to deferred sale proceeds	5	—		120
Non-cash activity related to obtaining finance right-of-use assets	11	9,996		2,044
Non-cash activity related to obtaining operating right-of-use assets	11	19,950		7,749
Other non-cash activity related to finance right-of-use assets	11	7,588		3,605
Other non-cash activity related to operating right-of-use assets	11	(632)		1,203
Excess redemption value attributable to non-controlling interest	18	(18,891)		25,188

Supplemental disclosure of cash flow information:
Cash paid for taxes		$	5,413	$	20,912
Cash paid for interest		50,539		51,492
*as defined herein
(1) The remaining outstanding balance of the Senior Secured Notes – 2026* of $142.2 million was exchanged on a non-cash basis for Senior Secured Notes – 2029*.
(2) In connection with the Company’s net share settlement (withhold-to-cover) of PSUs* and RSUs* that vested during the six months ended. See Note 17, "Shareholders' Equity" for further details.


	As of
	June 30, 2026		June 30, 2025
Cash and cash equivalents	$	94,588	$	87,747
Restricted cash	12,380		14,522
Total cash and cash equivalents and restricted cash	$	106,968	$	102,269


Asset class			Estimated useful lives
Land			Indefinite life
Building and improvements(1)			10-39 years
Furniture and fixtures			3-5 years
Machinery and equipment			3-7 years
Information technology			3-7 years

(1) Leasehold improvements are depreciated over the shorter of the asset’s useful life or the remaining lease term.


Asset class			Estimated useful lives(1)
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
Internal-use software			3-7 years

(1) The Company holds no intangible assets with indefinite useful lives.


	EMMAC(1)		NGC(2)		Total
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	306		335		641
Effect of exchange rate differences	215		—		215
Gain (loss) on contingent consideration not paid	—		88		88

Total contingent consideration liability, December 31, 2025	3,358		—		3,358
Revaluation of contingent consideration	572		—		572
Effect of exchange rate differences	(51)		—		(51)
Total contingent consideration liability, June 30, 2026	3,879		—		3,879
'Contingent consideration liability - net of current	$	3,879	$	—	$	3,879

(1) Contingent on the ability of Curaleaf International Holdings Limited ("Curaleaf International") to obtain a recreational cannabis license in Europe, payable in both cash and SVS upon achievement.
(2) Contingent obligation was tied to Northern Green Canada ("NGC") achieving certain margin targets during the fiscal year ending December 31, 2024.


	Tryke(1)		NRPC(2)		Curaleaf Poland(3)		Four20 Pharma (5)		Other(4)		Total
Total deferred consideration liability, December 31, 2024	$	32,564	$	2,000	$	504	$	—	$	—	$	35,068
Deferred consideration recognized on acquisition	—		—		—		—		920		920
Accretion of interest on deferred consideration	2,436		—		—		—		—		2,436
Effect of exchange rate differences	—		—		17		—		46		63
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	(35,000)		—		(398)		—		—		(35,398)
Total deferred consideration liability, December 31, 2025	—		2,000		—		—		966		2,966
Deferred consideration recognized on acquisition	—		—		—		14,197		—		14,197
Accretion of interest on deferred consideration	—		—		—		139		184		323
Effect of exchange rate differences	—		—		—		(309)		(17)		(326)
Post-closing purchase price adjustment	—		(182)		—		—		—		(182)
Cash payments of deferred consideration	—		(618)		—		—		—		(618)
Total deferred consideration liability, June 30, 2026	—		1,200		—		14,027		1,133		16,360
Less: Deferred consideration liability - current	—		(1,075)		—		(14,027)		(1,133)		(16,235)
Deferred consideration liability as of June 30, 2026	$	—	$	125	$	—	$	—	$	—	$	125

(1) Related to the second and third anniversary payment due from the Company to the sellers of Tryke that was settled-in-full by October 2025.
(2) Represents amounts withheld in connection with the acquisition of Natural Remedy Patient Center LLC ("NRPC") as security for indemnification obligations. In January 2026, upon receipt of a final, non-appealable order, the $2.0 million holdback became payable. The Company retained $1.2 million for potential tax exposure (scheduled for release in August 2026 and August 2027, subject to IRS claims) and deducted legal fees incurred during the litigation as permitted under the purchase agreement. The remaining amount, net of the tax holdback and legal fees, was paid in February 2026.
(3) 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 32,017 SVS.
(4) Incurred in connection with an individually immaterial acquisition consummated during the second quarter of 2025 within the Company’s international operations.
(5) Represents cash consideration of $14.2 million withheld in connection with the acquisition of the remainder of Four20 Pharma GmbH ("Four20 Pharma). Refer to Note 18 — Temporary equity and redeemable non-controlling interests for further details.


	Held for Sale Entities
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, 2024	$	15,653	$	—	$	15,653
Transferred (out) in, net	(12,355)		383		(11,972)
Balance at December 31, 2025	3,298		383		3,681
Transferred out, net	(489)		(383)		(872)
Balance at June 30, 2026	$	2,809	$	—	$	2,809


	Discontinued Operations
Hemp Business	$	151


	As of
	June 30, 2026		December 31, 2025
Raw materials:
Cannabis	$	43,764	$	38,885
Non-Cannabis	24,366		20,029
Total raw materials	68,130		58,914

Work-in-process	56,525		67,996
Finished goods	120,069		98,112
Inventories	$	244,724	$	225,022


	As of
	June 30, 2026		December 31, 2025

Weighted average remaining lease term (in years) - finance leases	8.4		10.0
Weighted average remaining lease term (in years) - operating leases	6.4		6.3
Weighted average discount rate - finance leases	10.6	%	11.2	%
Weighted average discount rate - operating leases	10.3	%	10.9	%


Fiscal Year	Operating Leases		Finance Leases
2026 (six months remaining)	$	15,897	$	15,870
2027	32,131		32,533
2028	30,067		32,150
2029	26,410		32,201
2030	21,976		31,694
2031 and thereafter	53,018		124,038
Total undiscounted remaining minimum lease payments	179,499		268,486
Less: imputed interest	(49,511)		(100,805)
Total discounted remaining minimum lease payments	$	129,988	$	167,681


Allowance for credit losses as of December 31, 2024	$	(2,722)
Provision	(977)
Charge-offs and recoveries	1,135
Effect of exchange rate differences	(53)
Allowance for credit losses as of December 31, 2025	(2,617)
Provision	(159)
Charge-offs and recoveries	783
Effect of exchange rate differences	11
Allowance for credit losses as of June 30, 2026	$	(1,982)


Fiscal Year	Financial Obligations
2026 (six months remaining)	$	16,670
2027	31,006
2028	31,841
2029	30,497
2030	29,459
2031 and thereafter	204,870
Total undiscounted remaining minimum payments	344,343
Less: imputed interest	(138,774)
Total discounted remaining minimum payments	$	205,569


As of June 30, 2026	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Licenses and service agreements	$	1,311,933	$	(463,952)	$	847,981
Trade names	162,425		(70,204)		92,221
Non-compete agreements	25,145		(15,687)		9,458
Intellectual property and know-how	9,365		(4,682)		4,683
Internal-use software	2,319		(628)		1,691
Customer relationships	68		(28)		40
Intangible assets, net(1)	$	1,511,255	$	(555,181)	$	956,074

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


As of December 31, 2025	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Licenses and service agreements	$	1,318,987	$	(422,887)	$	896,100
Trade names	162,903		(65,877)		97,026
Non-compete agreements	25,244		(14,591)		10,653
Intellectual property and know-how	9,577		(3,790)		5,787
Internal-use software	1,716		(220)		1,496
Customer relationships	71		(18)		53
Intangible assets, net(1)	$	1,518,498	$	(507,383)	$	1,011,115

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


Fiscal Year	Estimated Amortization
2026 (full 12 months)	$	100,568
2027	99,289
2028	95,645
2029	89,506
2030	86,450


Asset class:						Weighted Average Amortization (in years)
Licenses and service agreements						11.57
Trade names						11.09
Non-compete agreements						4.87
Internal-use software						3.81
Intellectual property and know-how						2.50
Customer relationships						1.75


	Domestic		International		Total
Balance at December 31, 2024	$	551,181	$	77,703	$	628,884
Acquisitions (1)	—		1,328		1,328
Measurement period adjustment	—		(3,984)		(3,984)
Effect of exchange rate differences	—		8,889		8,889
Balance at December 31, 2025	551,181		83,936		635,117
Effect of exchange rate differences	—		(2,095)		(2,095)
Balance at June 30, 2026	$	551,181	$	81,841	$	633,022

(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 balance		Stated interest rate(11)		Maturity date
Senior Secured Notes – 2029	$	500,000	$	500,000	11.50%		February 18, 2029
Senior Secured Notes – 2027	67,000		43,494		10.00%	(5)	December 17, 2027
Senior Secured Notes – 2026(9)	475,000		—		8.00%	(4)	December 15, 2026	(9)
Amended Needham LOC(2)(10)	100,000		52,000		8.99%	(6)(10)	February 18, 2029	(10)
ABL Facility - EWB Note	12,000		12,000		6.00%	(7)	August 25, 2026
Seller note payable - Scottsdale Note(3)	5,100		3,952		5.00%	(8)	December 1, 2036
Other notes payable - miscellaneous(1)	11,870		7,820		Various		Various
Total	$	1,170,970	$	619,266

(1) Comprised of various immaterial loans held by Curaleaf International.
(2) In October 2025, the total borrowing capacity under the Needham LOC was increased from $40.0 million to $100.0 million; see section herein titled "Needham Bank" for additional information.
(3) The Company has a seller note payable incurred in connection with the Company’s purchase of a building in Scottsdale, Arizona (the “Scottsdale Note”).
(4) Compounded semi-annually and payable in arrears on June 15th and December 15th of each year.
(5) 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 and principal payments are payable in arrears and due on the 17th of each month.
(6) Calculated on the basis of a 360-day year. Interest is due on the 6th of each month.
(7) 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 of each month.
(8) 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 and principal payments are payable in arrears and due on the 23rd of each month.
(9) In February 2026, the Company closed on a private placement of senior secured notes for aggregate gross proceeds of $500.0 million due February 18, 2029. Net proceeds were used to fully repay the Senior Secured Notes – 2026.
(10) In conjunction with the origination of the Senior Secured Notes – 2029, the maturity date of the Amended Needham LOC was extended to February 18, 2029, and the interest rate was amended to 8.99% in accordance with the terms of the Amended and Restated Needham Loan Agreement.
(11) The weighted-average interest rate aligns with the stated interest rates of all credit facilities, except for the miscellaneous category, the impact of which is immaterial.


		Three months ended June 30, 2026						Six months ended June 30, 2026
Credit facility	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 – 2029	12.16%	$	14,336	$	602	$	14,938	$	20,795	$	849	$	21,644
Senior Secured Notes – 2027	10.69%	1,187		113		1,300		2,525		194		2,719
Senior Secured Notes – 2026	9.30%	—		—		—		4,906		717		5,623
Amended Needham LOC	8.99%	766		192		958		1,034		752		1,786
ABL Facility - EWB Note	6.00%	182		—		182		362		—		362
Seller notes payable - Scottsdale Note	5.00%	50		—		50		101		—		101
Other notes payable - miscellaneous	various	63		—		63		102		—		102
		$	16,584	$	907	$	17,491	$	29,825	$	2,512	$	32,337

(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, 2026, the Company recognized interest expense of $0.2 million and $0.3 million, respectively, on its deferred consideration obligations. See Note 4 — Acquisitions for additional information.


			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	10.69	%	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, respectively, on its deferred consideration obligations. See Note 4 — Acquisitions for additional information.


Fiscal year:	Amount
2026 (six months remaining)	$	28,739
2027	30,996
2028	1,419
2029	553,317
2030 and thereafter	4,795
Total future principal maturities	$	619,266


Loan year			Prepayment redemption prices

August 18, 2027 to February 17, 2028			105.8%
February 17, 2028 and thereafter			100.0%


	Number of options	Weighted average exercise price		Weighted average remaining contractual life (years)	Aggregate intrinsic value
Outstanding at January 1, 2026	10,618,602	$	8.658
Forfeited	(496,948)	4.744
Cancelled under the Option Exchange Program	(3,305,683)	15.912
Expired	(205,230)	26.850
Exercised	(1,298,324)	0.988
Granted	199,660	9.365
Outstanding at June 30, 2026	5,512,077	$	5.814	7.27	$	32,061
Options exercisable at June 30, 2026	2,619,008	$	7.275	5.64	$	13,521


	Number of PSUs	Weighted-Average Grant Date Fair Value
Unvested at January 1, 2026	3,263,478	$	3.180
Forfeited	(622,681)	2.811
Vested(1)	(928,215)	3.623
Granted	2,025,655	6.788
Unvested at June 30, 2026	3,738,237	$	5.096
Inception-to-date PSUs vested at June 30, 2026	1,180,376	$	4.872

(1) Includes 320,791 SVS, at a weighted-average fair value of $6.855, withheld by the Company to satisfy applicable statutory tax withholding obligations upon the vesting of PSUs during the reporting period. The SVS withheld were returned to the pool of SVS available for future issuance under the LTIP.


	Number of RSUs	Weighted-Average Grant Date Fair Value
Unvested at January 1, 2026	8,848,666	$	4.830
Forfeited	(492,321)	5.420
Vested(1)	(2,558,771)	4.200
Granted under the Option Exchange Program	3,305,683	6.020
Granted	1,412,118	7.131
Unvested at June 30, 2026	10,515,375	$	5.648
Inception-to-date RSUs vested at June 30, 2026	6,451,977	$	12.380

(1) Includes 598,324 SVS, at a weighted-average fair value of $7.080, withheld by the Company to satisfy applicable statutory tax withholding obligations upon the vesting of RSUs during the reporting period. The SVS withheld were returned to the pool of SVS available for future issuance under the LTIP.


	Three months ended June 30,
	Domestic				International(1)				Total
	2026		2025		2026		2025		2026		2025
Loss before Benefit (provision) for income taxes	$	(21,648)	$	(15,640)	$	(4,660)	$	(630)	$	(26,308)	$	(16,270)
Total other expense (income), net	26,654		26,800		3,876		(4,284)		30,530		22,516

Depreciation and amortization(2)	42,121		43,191		6,491		5,973		48,612		49,164
Other adjustments(3)	16,413		9,578		876		2,885		17,289		12,463
Adjusted EBITDA	$	63,540	$	63,929	$	6,583	$	3,944	$	70,123	$	67,873




(1) The Company is exposed to foreign currency exchange risk due to fluctuations between the functional currencies of its international subsidiaries and the USD.

(2) Depreciation and amortization includes depreciation and amortization from cost of goods sold and operating expenses.
(3) Other adjustments for the three months ended June 30, 2026 primarily include costs related to share-based compensation expense of $10.3 million, restructuring costs of $1.0 million, adult use campaign and political initiatives of $3.2 million as well as acquisition, transaction, and other non-recurring costs of $2.8 million. Other adjustments for the three months ended June 30, 2025 primarily include costs related to share-based compensation expense of $8.5 million, restructuring costs of $1.3 million, as well as acquisition, transaction, and other non-recurring costs of $2.7 million.


Total assets:	Domestic		International		Total
June 30, 2026	$	2,394,744	$	419,613	$	2,814,357
December 31, 2025	2,415,707		429,608		2,845,315


	As of June 30, 2026
	Level 1		Level 2		Level 3		Total
Contingent consideration liabilities	$	—	$	—	$	3,879	$	3,879
	$	—	$	—	$	3,879	$	3,879


	As of		As Revised(2)
	June 30, 2026		December 31, 2025

Included in Condensed Consolidated Balance Sheets:
Cash	$	78,114	$	77,119
Accounts receivable	48,252		47,701
Inventory	204,504		195,184
Other current assets	34,918		37,369
Total current assets	365,788		357,373
Property, plant, and equipment , net	459,805		474,338
Right-of-use assets	222,324		201,434
Intangible assets, net and goodwill	1,303,607		1,343,581
Other long-term assets	17,783		15,454
Total assets	$	2,369,307	$	2,392,180

Accounts payable	$	44,194	$	57,622
Accrued expenses	65,570		88,060
Income tax payable(2)	5,337		14,218
Other current liabilities	54,380		49,178
Total current liabilities	169,481		209,078
Deferred tax liability(2)	81,622		163,433
Lease liabilities	256,158		239,223
Long-term financial obligation	195,431		202,901
Long-term debt(1)(2)	468,447		449,168
Uncertain tax position(2)	468,484		531,508
Other long-term liabilities	9,794		1,114
Total liabilities	$	1,649,417	$	1,796,425
Equity attributable to Curaleaf Holdings, Inc.	$	719,890	$	595,755

(1) In conjunction with the issuance of the Senior Secured Notes – 2026 in December 2021, the Company entered into an intercompany loan agreement with Curaleaf Inc. On February 18, 2026, the Senior Secured Notes – 2026 were repaid using proceeds from the issuance of the Senior Secured Notes – 2029. The intercompany loan remains outstanding, is reflected herein and has been eliminated in the condensed consolidated financial statements.
(2) The consolidated financial statements as of and for the year ended December 31, 2025 accurately reflect the correct accounting treatment of the Company's variable interest entities ("VIEs"). During the preparation of the Company's expanded VIE disclosures, management identified a classification difference in the VIE tabular disclosure above resulting from the incorrect allocation of certain tax-related balances between VIE and non-VIE entities. Management concluded that the difference was not material to the Company's consolidated financial statements. Accordingly, the VIE information as of December 31, 2025 has been revised to reflect the corrected allocation of balances between VIE and non-VIE entities, which (i) decreased income tax payable and total current liabilities by $287.6 million; (ii) increased deferred tax liabilities by $3.9 million, long-term debt by $1.2 million and uncertain tax positions by $271.9 million; (iii) resulted in a net decrease in total liabilities of $10.6 million; and (iv) increased equity attributable to Curaleaf Holdings, Inc. by $10.6 million and decreased net income attributable to Curaleaf Holdings, Inc. by $10.6 million.


			As Revised(1)				As Revised(1)
	Three months ended June 30,				Six months ended June 30,
	2026		2025		2026		2025
Included in Condensed Consolidated Statements of Operations:
Revenues, net	$	288,695	$	310,586	$	565,682	$	548,376
Net income (loss) attributable to Curaleaf Holdings, Inc.	32,295		(49,270)		112,098		(100,320)
(1) The consolidated financial statements for the three and six months ended June 30, 2025 accurately reflect the correct accounting treatment of the Company's VIEs. During the preparation of the Company's expanded VIE disclosures, management identified a classification difference in the VIE tabular disclosure above resulting from the incorrect allocation of certain tax-related balances between VIE and non-VIE entities. Management concluded that the difference was not material to the Company's consolidated financial statements. Accordingly, the VIE information for the three and six months ended June 30, 2025 has been revised to reflect the corrected allocation of balances between VIE and non-VIE entities, which decreased net loss attributable to Curaleaf Holdings, Inc. included in the VIE disclosure by $3.1 million for the three months ended June 30, 2025 and decreased net loss attributable to Curaleaf Holdings, Inc. by $8.6 million for the six months ended June 30, 2025.