Curaleaf Announces 1-for-3 Reverse Stock Split in Preparation for U.S. Stock Exchange Uplisting

Rhea-AI Summary

Curaleaf (OTCQX:CURLF) will implement a 1-for-3 reverse stock split of its subordinate voting shares, effective on or about June 5, 2026, following TSX conditional approval.

The split is intended to raise the share price, support potential U.S. exchange uplisting, and broaden institutional and retail investor access.

AI-generated analysis. Not financial advice.

Positive

• 1-for-3 reverse split to help meet U.S. exchange share price criteria
• Share count reduced from 698,728,008 to about 232,909,336 post-split
• Aims to keep shares above limits set by certain retail brokerage firms
• Intended to broaden institutional investor participation in Curaleaf
• TSX has granted conditional approval for the reverse stock split

Negative

• None.

In consultation with U.S. stock exchanges, Reverse Stock Split prepares Curaleaf for uplisting, in response to U.S. cannabis rescheduling

STAMFORD, Conn., May 26, 2026 /PRNewswire/ -- Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf" or the "Company"), a leading international provider of consumer cannabis products, today announced that a 1-for-3 reverse stock split of its shares will become effective on or about June 5, 2026 (the "Reverse Stock Split"). Curaleaf's Board of Directors (the "Board") has approved a proposal to effect a reverse stock split of the Company's subordinate voting shares at a ratio of one post-consolidation share for each three pre-consolidation shares (the "Reverse Stock Split"). This initiative is being done in consultation with major U.S. stock exchanges, and is expected to enable the Company to uplist as soon as the opportunity is available.

The Reverse Stock Split will reduce the number of issued and outstanding subordinate voting shares and is expected to increase the trading price per share. The Board has approved the Reverse Stock Split to ensure the Company meets share price level criteria established by U.S. exchanges, as ongoing regulatory developments may provide an opportunity to uplist to a U.S. stock exchange. The Reverse Stock Split is also intended to ensure the Company's shares trade above limits set by certain retail brokerage firms, and to broaden institutional investor participation.

"This important step is part of Curaleaf's long-term effort to achieve the listing of our shares to a major U.S. stock exchange," said Boris Jordan, Chairman and CEO of Curaleaf. "Rescheduling of medical cannabis has created a potential pathway toward uplisting to a major U.S. exchange, and we're now more prepared than ever. With a hearing on the full rescheduling of cannabis expected to end in July, and U.S. Treasury guidance supporting the normalization of the industry forthcoming, we believe there will soon be greater clarity around the regulatory and tax framework for our industry. These developments should improve access to capital, broaden the investor base, and further legitimize cannabis in the public markets. We are preparing today to move quickly and decisively when that opportunity comes into view."

For more information, investors can review Curaleaf's Reverse Stock Split FAQ page here: LINK

Further Information Regarding the Reverse Stock Split

As discussed above, the Company's Board of Directors has approved a proposal to effect a Reverse Stock Split of the Company's subordinate voting shares at a ratio of 1-for-3. The Reverse Stock Split has received TSX conditional approval, and it is expected to take effect on or about June 5, 2026 (the "Effective Date"). The Company expects to begin trading on the Toronto Stock Exchange on a post-Reverse Stock Split basis on such Effective Date. Upon completion of the Share Consolidation, the Company's subordinate voting shares will continue to trade on the TSX under the symbol "CURA".

The Company will not be issuing fractional post-Reverse Stock Split subordinate voting shares in connection with the Reverse Stock Split. Where the Reverse Stock Split would otherwise result in a shareholder being entitled to a fractional subordinate voting share, the number of post-Reverse Stock Split subordinate voting shares issued to such holder of subordinate voting shares shall be rounded up or down to the nearest whole number of subordinate voting shares.

The Company currently has 698,728,008 subordinate voting shares outstanding and, assuming no additional subordinate voting shares are issued prior to the Reverse Stock Split, the Reverse Stock Split will reduce the issued and outstanding subordinate voting shares to approximately 232,909,336 subordinate voting shares. Upon completion of the Reverse Stock Split, the Company's subordinate voting shares will continue to trade on the TSX under the symbol "CURA". 

A letter of transmittal (a "Letter of Transmittal") with respect to the Reverse Stock Split will be mailed to registered shareholders of the Company. All registered shareholders will be required to deliver their certificate(s) or direct registration advice(s) representing pre-Reverse Stock Split subordinate voting shares along with a completed Letter of Transmittal to the Company's transfer agent, Odyssey Trust Company ("Odyssey"), in accordance with the instructions provided in the Letter of Transmittal. Additional copies of the Letter of Transmittal can be obtained through Odyssey. All shareholders who submit a duly completed Letter of Transmittal along with their pre-Reverse Stock Split subordinate voting shares certificate(s) or direct registration advice(s) to Odyssey will receive a post-Reverse Stock Split subordinate voting share certificate or direct registration advice. Shareholders who hold their subordinate voting shares through a broker or other intermediary and do not have subordinate voting shares registered in their name will not need to complete a Letter of Transmittal.

The exercise or conversion price and the number of subordinate voting shares issuable under any of the Company's outstanding stock options, and any other securities convertible in subordinate voting shares, will be proportionately adjusted to reflect the Reverse Stock Split in accordance with the respective terms thereof.

About Curaleaf Holdings
Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf") is a leading international provider of consumer products in cannabis with a mission to enhance lives by cultivating, sharing and celebrating the power of the plant. As a high-growth cannabis company known for quality, expertise and reliability, the Company and its brands, including Curaleaf, Select, Grassroots, Find, Dark Heart, and Anthem provide industry-leading service, product selection and accessibility across the medical and adult use markets. Curaleaf International is powered by a strong presence in all stages of the supply chain. Its unique distribution network throughout Europe, Canada and Australasia brings together pioneering science and research with cutting-edge cultivation, extraction and production. Curaleaf is listed on the Toronto Stock Exchange under the symbol CURA and trades on the OTCQX market under the symbol CURLF. For more information, please visit https://ir.curaleaf.com.

Forward Looking Statements
This media advisory contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward–looking statements or information. Generally, forward-looking statements and information may be identified by the use of forward-looking terminology such as "plans", "expects" or "proposed", "is expected", "intends", "anticipates", or "believes", or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. More particularly and without limitation, this news release contains forward-looking statements and information concerning the Reverse Stock Split and a potential listing on a U.S. stock exchange Such forward-looking statements and information reflect management's current beliefs and are based on assumptions made by and information currently available to the company with respect to the matter described in this new release. Forward-looking statements involve risks and uncertainties, which are based on current expectations as of the date of this release and subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Additional information about these assumptions and uncertainties is contained under "Risk Factors and Uncertainties" in the Company's latest annual information form filed on February 26, 2026, which is available under the Company's SEDAR profile at http://www.sedar.com, and in other filings that the Company has made and may make with applicable securities authorities in the future. Forward-looking statements contained herein are made only as to the date of this press release and we undertake no obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law. We caution investors not to place considerable reliance on the forward-looking statements contained in this press release. The Toronto Stock Exchange has not reviewed, approved or disapproved the content of this news release.

Investor Contact:
Curaleaf Holdings, Inc.
Camilo Lyon, Chief Investment Officer
IR@curaleaf.com

Media Contact:
MATTIO Communications
MattioCuraleaf@Mattio.com

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SOURCE Curaleaf Holdings, Inc.

FAQ

What is the date of Curaleaf's 1-for-3 reverse stock split for CURLF shares?

Curaleaf’s 1-for-3 reverse stock split is expected to take effect on or about June 5, 2026. According to Curaleaf, trading on the Toronto Stock Exchange will begin on a post-split basis on that effective date, under the symbol CURA.

How will Curaleaf's 1-for-3 reverse stock split affect the number of CURLF shares outstanding?

The reverse split will reduce Curaleaf’s subordinate voting shares from 698,728,008 to about 232,909,336, assuming no new shares before the split. According to Curaleaf, this 1-for-3 consolidation decreases the share count while aiming to increase the trading price per share.

Why is Curaleaf (CURLF) implementing a 1-for-3 reverse stock split in 2026?

Curaleaf is implementing the 1-for-3 reverse split to help meet U.S. stock exchange share price criteria and facilitate a potential uplisting. According to Curaleaf, it also seeks to keep the stock above brokerage limits and broaden institutional investor participation amid U.S. cannabis rescheduling developments.

How will Curaleaf's reverse stock split impact small shareholders and fractional CURLF shares?

Curaleaf will not issue fractional shares in the reverse split. According to Curaleaf, any fractional entitlement will be rounded up or down to the nearest whole subordinate voting share, so each shareholder will hold a whole-number amount of post-split shares.

What actions must Curaleaf shareholders take for the 1-for-3 reverse split?

Registered shareholders must send their old share certificates or direct registration advices plus a completed Letter of Transmittal to Odyssey Trust. According to Curaleaf, shareholders holding through brokers or intermediaries will not need to complete a Letter of Transmittal.

How will Curaleaf options and other convertible securities change after the reverse stock split?

Curaleaf will proportionately adjust the exercise or conversion prices and the number of subordinate voting shares underlying options and other convertibles. According to Curaleaf, these changes will reflect the 1-for-3 reverse stock split, in line with the existing terms of those securities.

How is Curaleaf's 1-for-3 reverse stock split linked to potential U.S. stock exchange uplisting?

The reverse split is designed to increase Curaleaf’s share price to levels typically required by major U.S. exchanges. According to Curaleaf, this prepares the company to uplist when regulatory developments around U.S. cannabis rescheduling and related guidance create a viable listing pathway.