Canopy Growth (CGC) CEO sells shares to cover RSU tax bill

Rhea-AI Filing Summary

Canopy Growth Corp’s Chief Executive Officer, Luc Mongeau, reported an open-market sale of 9,376 common shares on February 11, 2026. The shares were sold at US$1.0613 per share, which equals C$1.4406 using the Bank of Canada’s February 11, 2026 exchange rate.

The filing explains that these shares had originally been granted as restricted stock units on February 11, 2025, and that the disposition was made to satisfy tax obligations arising from the RSU vesting. After this transaction, Mongeau directly owned 802,992 Canopy Growth common shares.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Mongeau Luc

(Last) (First) (Middle)

C/O CANOPY GROWTH CORPORATION

1 HERSHEY DRIVE

(Street)

SMITHS FALLS A6 K7A 0A8

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Canopy Growth Corp [ CGC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares	02/11/2026		S		9,376(1)	D	$1.0613(2)	802,992	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The shares reported as disposed herein were granted on February 11, 2025 in the form of restricted stock units ("RSUs"). The disposition of shares is associated with tax obligations of the reporting person associated with the vesting of the RSUs.

2. Equals C$1.4406, based on the Bank of Canada conversion rate as of February 11, 2026 of C$1.3574 per US$1.00.

	/s/ Shai Marshall, Attorney-in-fact for Luc Mongeau	02/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Canopy Growth Corp (CGC) report for Luc Mongeau?

Canopy Growth reported that CEO and director Luc Mongeau sold 9,376 common shares on February 11, 2026. The filing states the shares came from previously granted RSUs and were sold to cover tax obligations related to their vesting.

At what price did Luc Mongeau sell Canopy Growth (CGC) shares?

Luc Mongeau sold 9,376 Canopy Growth common shares at US$1.0613 per share. The filing notes this equals C$1.4406, based on a Bank of Canada exchange rate of C$1.3574 per US$1.00 as of February 11, 2026.

How many Canopy Growth (CGC) shares does Luc Mongeau own after this transaction?

After the reported sale, Luc Mongeau directly owned 802,992 Canopy Growth common shares. This post-transaction ownership figure reflects his remaining stake following the 9,376-share disposition tied to tax obligations on vested restricted stock units.

Why did Luc Mongeau dispose of Canopy Growth (CGC) shares in this Form 4?

The filing explains that the disposed shares were originally granted as restricted stock units on February 11, 2025. The sale is described as being associated with the reporting person’s tax obligations that arose when those RSUs vested on February 11, 2026.

What type of transaction code was used in Luc Mongeau’s Canopy Growth (CGC) Form 4?

The transaction is coded as “S,” indicating a sale in the open market or a private transaction. This Form 4 identifies the transaction as an open-market sale of common shares linked to tax obligations on vested RSUs.