Curaleaf Holdings, Inc 6-K, filed May 9, 2025

Curaleaf Holdings, Inc. (CURLF)

6-K 2025-05-09 For: 2025-03-31

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Added on April 07, 2026

About this 6-K

Curaleaf Holdings, Inc filed this 6-K on May 9, 2025.

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		CURALEAF HOLDINGS, INC.
		(Registrant)

Date:	May 8, 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 March 31 , 202 5 and December 31, 202 4 and for the Three Months Ended March 31 , 202 5 and 202 4 and Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Three Months Ended March 31 , 202 5 and 202 4
99.2						CEO Certification of Interim Filings
99.3						CFO Certification of Interim Filings
99.4						Press Release dated Ma y 8, 2025


			Page(s)





Financial Statements:

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

Condensed Interim Consolidated Statements of Operations (Unaudited) for the three months ended March 31, 2025 and 2024			5

Condensed Interim Consolidated Statements of Comprehensive Loss (Unaudited) for the three months ended March 31, 2025 and 2024			6

Condensed Interim Consolidated Statements of Temporary Equity and Shareholders’ Equity (Unaudited) for the three months ended March 31, 2025 and 2024			7

Condensed Interim Consolidated Statements of Cash Flows (Unaudited) for the three months ended March 31, 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 months ended March 31, 2025 and 2024			62


		As of
	Note	March 31, 2025		December 31, 2024
Assets		Unaudited		Audited
Current assets:
Cash, cash equivalents and restricted cash	3	$	121,867	$	107,226
Accounts receivable, net of allowance for credit losses of $2,121 and $2,722, respectively	7,28	65,283		66,031
Inventories, net	8	225,227		220,654
Assets held for sale	5,6	2,064		7,191
Prepaid expenses and other current assets		30,859		28,128
Notes receivable - current	9	622		451
Total current assets		445,922		429,681
Deferred tax asset		524		401
Note receivable - net of current	9	3,157		2,037
Property, plant and equipment, net	10, 12	546,152		546,426
Right-of-use assets, finance lease, net	11	105,681		105,168
Right-of-use assets, operating lease, net	11	115,790		116,519
Intangible assets, net	13	1,068,628		1,085,397
Goodwill	4, 13	631,816		628,884

Income tax receivable		15,422		20,041
Investments and other assets	14, 28	14,335		14,982
Total assets		$	2,947,427	$	2,949,536


		As of
	Note	March 31, 2025		December 31, 2024
Liabilities, Temporary equity and Shareholders’ equity		Unaudited		Audited
Current liabilities:
Accounts payable		$	74,432	$	79,129
Accrued expenses	15	92,416		102,188
Income tax payable		26,723		23,414
Lease liabilities, finance - current	11	10,546		10,995
Lease liabilities, operating - current	11	18,536		17,333
Notes payable - current	16, 27	43,252		101,723
Contingent consideration liability - current	4,28	3,645		3,310
Deferred consideration liability - current	4	30,790		33,068
Financial obligations - current	12	6,177		7,208
Liabilities held for sale	5,6	7,583		8,905
Other current liabilities		2,131		652
Total current liabilities		316,231		387,925
Deferred tax liability		242,500		244,601
Notes payable - net of current	16, 27	517,936		466,897
Lease liabilities, finance - net of current	11	151,801		150,683
Lease liabilities, operating - net of current	11	104,526		106,192
Uncertain tax position		437,363		392,188
Contingent consideration liability - net of current	4,28	2,395		2,837
Deferred consideration liability - net of current	4	2,000		2,000
Financial obligations - net of current	12	208,443		201,687
Other long-term liabilities		1,132		1,133
Total liabilities		1,984,327		1,956,143

Commitment and contingencies	26

Temporary equity:
Redeemable non-controlling interest contingency	18	149,079		132,179

Shareholders’ equity:
Additional paid-in capital	17	2,245,275		2,237,468

Accumulated other comprehensive loss		(14,017)		(20,080)
Accumulated deficit		(1,417,237)		(1,356,174)
Total shareholders’ equity		814,021		861,214
Total liabilities, temporary equity and shareholders’ equity		$	2,947,427	$	2,949,536


		Three months ended March 31,
	Note	2025		2024
Revenues, net:	23
Retail and wholesale revenues		$	308,366	$	337,577
Management fee income		1,641		1,355
Total revenues, net		310,007		338,932
Cost of goods sold	8, 10, 11	154,833		178,028
Gross profit		155,174		160,904
Operating expenses:
Selling, general and administrative	20	107,284		104,392
Share-based compensation	19	4,624		7,509
Depreciation and amortization	10,11,13	35,440		36,301
Total operating expenses		147,348		148,202
Income from continuing operations		7,826		12,702
Other income (expense):
Interest income		171		17
Interest expense	16	(14,161)		(15,363)
Interest expense related to lease liabilities and financial obligations	11, 12	(11,084)		(10,416)
(Loss) gain on impairment	10	(3,695)		3,926
Other income (expense), net	22	3,003		(2,353)
Total other expense, net		(25,766)		(24,189)
Loss before provision for income taxes		(17,940)		(11,487)
Provision for income taxes		(36,855)		(40,090)
Net loss from continuing operations		(54,795)		(51,577)
Net (loss) income from discontinued operations	6	(5,451)		567
Net loss		(60,246)		(51,010)
Less: Net income (loss) attributable to non-controlling interest	2,18	817		(2,697)
Net loss attributable to Curaleaf Holdings, Inc.		$	(61,063)	$	(48,313)

Per share – basic and diluted:(1)	24
Net loss per share from continuing operations, net of the loss per share and excess redemption value attributable to non-controlling interest		$	(0.09)	$	(0.07)
Net (loss) income per share from discontinued operations		(0.01)		—
Net loss per share attributable to Curaleaf Holdings, Inc. – basic and diluted		$	(0.10)	$	(0.07)
Weighted average common shares outstanding – basic and diluted		744,898,937		736,147,618

(1) While the recognition of excess redemption value only impacts the Consolidated Balance Sheets, 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 24 — 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	—		202,808	—	816		—		—		—		816
Acquisition related deferred equity consideration	4	—		2,367,000	—	11,480		—		—		—		11,480



Foreign currency translation loss		(1,608)		—	—	—		—		(3,893)		—		(3,893)
Exercise of stock options	19	—		50,460	—	84		—		—		—		84
Issuance of SVS* for settlement of RSUs*	19	—		1,471,969	—	—		—		—		—		—
Issuance of SVS* for settlement of PSUs*	19	—		325,248	—	—		—		—		—		—

Share-based compensation	19	—		—	—	7,509		—		—		—		7,509
Net loss		(2,697)		—	—	—		—		—		(48,313)		(48,313)
Balances as of March 31, 2024		$	116,345	644,174,583	93,970,705	$	2,224,207	$	(1,050)	$	(15,768)	$	(1,189,064)	$	1,018,325

Balances as of December 31, 2024		$	132,179	656,088,216	93,970,705	$	2,237,468	$	—	$	(20,080)	$	(1,356,174)	$	861,214












Extinguishment of convertible notes by issuance of SVS	16	—		4,282,596	—	16,500		—		—		—		16,500




Foreign currency translation gain		2,756		—	—	—		—		6,063		—		6,063
Exercise of stock options	19	—		100,000	—	10		—		—		—		10
Issuance of SVS* for settlement of RSUs*	19	—		1,668,625	—	—		—		—		—		—
Issuance of SVS* for settlement of PSUs*	19	—		359,948	—	—		—		—		—		—

Excess redemption value above carrying value	18	13,327		—	—	(13,327)		—		—		—		(13,327)
Share-based compensation	19	—		—	—	4,624		—		—		—		4,624
Net loss		817		—	—	—		—		—		(61,063)		(61,063)
Balances as of March 31, 2025		$	149,079	662,499,385	93,970,705	$	2,245,275	$	—	$	(14,017)	$	(1,417,237)	$	814,021

*as defined herein


Asset class			Estimated useful lives
Land			Indefinite life
Information technology			3 years
Furniture and fixtures			3-7 years
Licenses			5-30 years
Building and improvements			15-39 years
Leasehold improvements			Shorter of useful life or remaining lease term


Asset class			Estimated useful lives
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


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	5,269
Deferred tax liabilities	(4,131)
Liabilities assumed	(13,084)
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


Revaluation of contingent consideration	(534)		335		(199)
Effect of exchange rate differences	92		—		92

Total contingent consideration liability, March 31, 2025	2,395		3,645		6,040
Less: Contingent consideration liability - current	—		(3,645)		(3,645)
Contingent consideration liability - net of current	$	2,395	$	—	$	2,395

(1) Contingent on the ability of EMMAC (as defined herein) 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 on NGC achieving certain margin targets during the fiscal year ending December 31, 2024. On April 11, 2025, the Company settled this contingent obligation through a cash payment of $3.2 million and the issuance of 621,166 SVS.


	Tryke(1)		NRPC(3)		Curaleaf Poland(4)		Total
Total deferred consideration liability, 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)
Payments of deferred consideration	(11,250)		—		—		(11,250)
Total deferred consideration liability, December 31, 2024	32,564		2,000		504		35,068

Interest expense on deferred consideration	801		—		—		801
Effect of exchange rate differences	—		—		16		16

Change in fair value on deferred consideration paid	—		—		(95)		(95)

Payments of deferred consideration	(3,000)		—		—		(3,000)
Total deferred consideration liability, March 31, 2025	30,365		2,000		425		32,790
Less: Deferred consideration liability - current	(30,365)		—		(425)		(30,790)
Deferred consideration liability - net of current	$	—	$	2,000	$	—	$	2,000

(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 €0.7 million and the issuance of 192,103 SVS.


Asset group	Recognized gains (losses)
Phytoscience Management Group, Inc.	$	(1,096)
North Shore Assets	$	(841)
Acres Assets(1)	$	17,539
Rokshaw Limited ("Rokshaw")’s noncannabis operation	£	1,768

(1) 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, net	(5,127)		—		(5,127)
Balance at March 31, 2025	$	2,064	$	—	$	2,064


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
	March 31, 2025		December 31, 2024
Raw materials:
Cannabis	$	44,047	$	43,803
Non-Cannabis	18,050		16,248
Total raw materials	62,097		60,051

Work-in-process	59,442		60,863
Finished goods	103,688		99,740
Inventories, net	$	225,227	$	220,654


Fiscal Year	Operating Leases		Finance Leases

2025 (nine months remaining)	$	23,479	$	20,907
2026	29,539		28,182
2027	27,686		28,726
2028	25,018		28,063
2029	20,861		27,930
2030 and thereafter	44,550		170,648
Total undiscounted remaining minimum lease payments	171,133		304,456
Less: imputed interest	(48,071)		(142,109)
Total discounted remaining minimum lease payments	$	123,062	$	162,347


Fiscal Year	Financial Obligations

2025 (nine months remaining)	$	25,764
2026	35,147
2027	33,075
2028	33,972
2029	33,887
2030 and thereafter	390,764
Total undiscounted remaining minimum lease payments	552,609
Less: imputed interest	(337,989)
Total discounted remaining minimum lease payments	$	214,620


Liabilities associated with assets held for sale	Discontinued Operations		Held for Sale Entities		Total
Balance at December 31, 2023	$	8,287	$	886	$	9,173
Transferred out, net	184		(452)		(268)
Balance at December 31, 2024	8,471		434		8,905
Transferred out, net	(1,220)		(102)		(1,322)
Balance at March 31, 2025	$	7,251	$	332	$	7,583


	Three months ended
	March 31, 2025		March 31, 2024
Total revenues, net	$	—	$	746
Cost of goods sold	—		490
Gross income	—		256
Other operating expenses	621		1,702
Loss from operations	(621)		(1,446)
Total other income, net	700		1,014
Income (loss) from discontinued operations before provision for income taxes	79		(432)
(Provision) benefit for income taxes(1)	(5,530)		999
Net (loss) income from discontinued operations	$	(5,451)	$	567

(1) The provision for income taxes for the three months ended March 31, 2025 is primarily a result of the formal dissolution of certain legal entities that were associated with the Company’s discontinued operations.


Allowance for credit losses as of January 1, 2025	$	(2,722)
Provision	254
Charge-offs and recoveries	347
Allowance for credit losses as of March 31, 2025	$	(2,121)


Allowance for credit losses as of January 1, 2024	$	(6,717)
Provision	(276)
Charge-offs and recoveries	4,271
Allowance for credit losses as of December 31, 2024	$	(2,722)


As of March 31, 2025	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount

Licenses and service agreements	$	1,298,455	$	(353,303)	$	945,152
Trade names	162,223		(58,068)		104,155
Intellectual property and know-how	9,458		(2,362)		7,096
Non-compete agreements	25,066		(12,841)		12,225
Intangible assets, net	$	1,495,202	$	(426,574)	$	1,068,628


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

Licenses and service agreements	$	1,290,199	$	(331,593)	$	958,606
Trade names	166,843		(60,375)		106,468
Intellectual property and know-how	9,365		(1,889)		7,476
Non-compete agreements	32,337		(19,490)		12,847
Intangible assets, net	$	1,498,744	$	(413,347)	$	1,085,397


Fiscal Year	Estimated Amortization
2025	$	99,929
2026	98,420
2027	97,833
2028	94,440
2029	88,317


Asset class:						Weighted Average Amortization (in years)
Licenses and service agreements						12.7
Trade names						12.2
Intellectual property and know-how						3.8
Non-compete agreements						6.2


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



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





Effect of exchange rate differences	—		2,932		2,932
Balance at March 31, 2025	$	551,181	$	80,635	$	631,816


Credit facility	Original facility size		Outstanding balance		Stated interest rate			Maturity date
Senior Secured Notes – 2026	$	475,000	$	460,000	8.0	%	(3)	December 15, 2026
Senior Secured Notes – 2027(13)	67,000		67,000		10.0	%	(4)	January 17, 2027
Bloom Notes – 2025(13)	60,000		—		4.00	%	(5)	January 17, 2025
Bloom Notes – 2024	50,000		—		10.0	%	(6)	January 18, 2025/ October 18, 2024(6)
Needham LOC	40,000		12,795		7.99	%	(7)	December 15, 2026(14)
ABL Facility - EWB Note	12,000		12,000		6.0	%	(8)	August 25, 2025
Other notes payable - BHH Note(1)	7,500		7,500		15.0	%	(9)	September 30, 2025
Other notes payable - miscellaneous(1)	2,799		4,377		Various			Various
Other notes payable - VOWL Note(1)	2,226		2,081		5.9	%	(10)	May 31, 2025(15)
Other notes payable - NGC Note(1)	1,600		1,600		12.0	%	(11)	July 1, 2025
Seller notes payable - Scottsdale Note(2)	4,600		4,297		5.0	%	(12)	December 1, 2036
	$	722,725	$	571,650

(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 and amended in the third quarter of 2022, in connection with the Company gaining a controlling interest in Broad Horizons Holdings, LLC (“BHH”). In addition, 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, Four20 Pharma GmbH (“Four20”), a subsidiary of 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 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 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, and October 1 following the closing date, 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 23rd 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 Needham LOC to December 15, 2028, subject to certain conditions specified in the agreement.
(15) The maturity date for the VOWL Note was extended from March 31, 2025 to May 31, 2025, subject to certain conditions.


		Three months ended March 31, 2025
	Effective interest rate	Stated interest expense		Amortization of debt discount/premium and deferred financing fees		Total interest expense (1)
Senior Secured Notes – 2026	9.30%	$	9,074	$	1,240	$	10,314
Senior Secured Notes – 2027	10.00%	1,359		65		1,424
Bloom Notes – 2025	10.36%	120		142		262
Bloom Notes – 2024	10.00%	81		—		81
Needham LOC	7.99%	279		348		627
ABL Facility - EWB Note	6.00%	180		—		180
Other notes payable - BHH Note	15.00%	277		—		277
Seller notes payable - Scottsdale Note	5.00%	54		—		54
Other notes payable - miscellaneous	various	66		—		66
Other notes payable - VOWL Note	5.90%	28		—		28
Other notes payable - NGC Note	12.00%	47		—		47

		$	11,565	$	1,795	$	13,360

(1) Total interest expense herein does not reconcile to Interest expense as presented on the Condensed Interim Consolidated Statements of Operations (Unaudited), primarily due to not reflecting the interest recognized by the Company on its deferred consideration liabilities during the period presented. Refer to Note 4 — Acquisitions — Deferred consideration for additional information.


		Three months ended March 31, 2024
	Effective interest rate		Stated debt interest		Amortization of debt discount/premium and deferred financing fees		Total interest expense (2)
Senior Secured Notes – 2026	8.00%		$	9,500	$	1,074	$	10,574
Bloom Notes – 2025	10.35%		607		871		1,478
Bloom Notes – 2024	10.00%		1,022		5		1,027
ABL Facility - EWB Note	6.00%		104		—		104
Other notes payable - BHH Note	14.79%		280		—		280
Seller notes payable - Scottsdale Note	5.00%		61		—		61
Other notes payable - miscellaneous	various		2		—		2
Other notes payable - VOWL Note	5.90%		53		—		53

Seller notes payable - Phyto Note(1)	7.50%		62		—		62
			$	11,691	$	1,950	$	13,641

(1) The Phyto Note was paid in full on July 1, 2024.
(2) Total interest expense herein does not reconcile to Interest expense as presented on the Condensed Interim Consolidated Statements of Operations (Unaudited), primarily due to not reflecting the interest recognized by the Company on its deferred consideration liabilities during the period presented. Refer to Note 4 — Acquisitions — Deferred consideration of the Annual Financial Statements for additional information.


Fiscal year:	Amount
2025 (remaining nine months)	$	36,696
2026	499,961
2027	30,029
2028	1,772
2029 and thereafter	3,192

Total future principal payments	$	571,650


Loan year			Prepayment redemption prices

June 15, 2024 to June 14, 2025			102.00%
June 15, 2025 and thereafter			100.00%


As of	Curaleaf International(2)		Four20(3)		Total
December 31, 2024	$	94,561	$	37,618	$	132,179
March 31, 2025(1)	97,268		51,811		149,079

(1) The carrying value of the put/call options pertaining to Four20 at March 31, 2025 exceeded the carrying value at December 31, 2024 by $13.3 million, and the Company accreted these put/call options to their estimated redemption value through Additional paid-in capital.
(2) The Company anticipates the value of the put/call options related to Curaleaf International to be less than $10 million upon redemption, subject to the completion of the audit of Curaleaf International for fiscal year 2024.
(3) 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 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)	(5,172,363)	9.11
Expired(1)	(1,096,100)	8.94
Exercised	(100,000)	0.10
Granted(2)	8,866,111	0.97
Outstanding at March 31, 2025	32,158,718	$	3.09	6.68 years	$	4,418
Options exercisable at March 31, 2025	16,721,806	$	5.28	3.10 years	$	4,398

(1) Includes adjustments for changes in estimates.
(2) Includes stock options, granted to the Company’s CEO and Chairman, during the three months ended March 31, 2025, with a 10-year performance period. Vesting of these performance stock options is contingent upon the achievement of three distinct and appreciating stock price targets. The stock price targets are based on a 15-day average closing price of the Company’s SVS. Any options for which the vesting conditions are not met by March 6, 2033 will be canceled.


	Number of PSUs	Weighted-Average Grant Date Fair Value
Unvested at January 1, 2025	1,889,582	$	3.81
Forfeited(1)	(1,005,100)	4.01
Vested	(359,948)	3.45
Granted	10,011,139	0.94
Unvested at March 31, 2025	10,535,673	$	1.07
Inception-to-date PSUs vested at March 31, 2025	756,485

(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)	(86,501)	2.89
Vested	(325,248)	2.89
Granted	2,403,824	4.04
Unvested at March 31, 2024	4,016,196	$	3.58
Inception-to-date PSUs vested at March 31, 2024	—

(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)	(614,378)	3.09
Vested	(1,668,625)	4.09
Granted	15,646,109	0.94
Unvested at March 31, 2025	19,696,890	$	1.47
Inception-to-date RSUs vested at March 31, 2025	10,730,020

(1) Includes adjustments for changes in estimates.


	Domestic				International (1)				Total
For the three months ended March 31,	2025		2024		2025		2024		2025		2024



Income from continuing operations	$	8,909	$	21,473	$	(1,083)	$	(8,771)	$	7,826	$	12,702
Depreciation and amortization	43,412		44,589		5,946		7,357		49,358		51,946


Other add-backs, net (2)	7,427		12,191		560		357		7,987		12,548
Adjusted EBITDA	$	59,748	$	78,253	$	5,423	$	(1,057)	$	65,171	$	77,196
Adjusted EBITDA Margin	22%		25%		16%		(5)%		21%		23%

Total Revenues	$	275,087	$	318,869	$	34,921	$	20,063	$	310,007	$	338,932

(1) The Company is exposed to foreign currency exchange risk due to fluctuations between the functional currencies of its international subsidiaries and the USD. Additionally, the translation of these subsidiaries’ operating results into USD for reporting purposes introduces further exposure. While these fluctuations are not material to the Company’s consolidated operating results, they may impact the comparability of the Company’s segment results across quarters and year-over-year.
(2) Other add-backs for the three months ended March 31, 2025 primarily include costs related to salaries and benefits, accounting, legal and professional fees, and rent and other facility costs. Other add-backs for the three months ended March 31, 2024 primarily include costs related to legal and professional fees, rent and other facility costs, and $2 million related to legislative campaign contributions.