Canopy Growth Director Disposes 10,408 Shares to Cover RSU Tax Liability

Rhea-AI Filing Summary

Theresa Yanofsky, a director of Canopy Growth Corp (CGC), reported a sale of common shares tied to vested restricted stock units. The Form 4 shows a transaction dated 09/29/2025 in which 10,408 common shares were disposed at a price of $1.58 per share, leaving the reporting person with 73,952 shares beneficially owned. The filing explains these shares were originally granted as restricted stock units on June 3, 2025, and the disposition is associated with the reporting person’s tax obligations arising from RSU vesting. The Form 4 was signed by an attorney-in-fact on 09/30/2025.

Positive

• Clear disclosure of the transaction date, number of shares sold, sale price, and remaining beneficial ownership
• Explanation provided that the disposition relates to tax obligations from RSU vesting, eliminating ambiguity about motive

Negative

• Insider sale of 10,408 shares reduces the reporting person’s holdings to 73,952 shares (could be interpreted negatively by some investors)

Insights

Securities Analyst

TL;DR: Director sold vested RSU shares to satisfy tax liabilities; reduction leaves 73,952 shares outstanding for the insider.

The transaction is described as a standard post-vesting disposition: 10,408 shares disposed at $1.58 each following RSU grants dated June 3, 2025. The filing explicitly attributes the sale to tax obligations from RSU vesting, which is a routine, non-dispositive explanation commonly seen in Form 4s. There is no additional derivative activity reported. From an investor materiality perspective, the Form 4 documents a single insider sale but does not provide evidence of strategic change in ownership or control.

Corporate Governance Expert

TL;DR: Routine insider tax-related sale after RSU vesting; disclosure is complete and signed by an authorized attorney-in-fact.

The filing clearly identifies the reporting person as a director and indicates the sale reduces direct beneficial ownership to 73,952 shares. The explanatory note ties the disposition to vested RSUs and associated tax obligations, which is an accepted rationale in governance disclosures. The Form 4 appears properly executed and limited to a single non-derivative transaction, with no amendments noted.

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

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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).

1. Name and Address of Reporting Person^*

Yanofsky Theresa

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/29/2025

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	09/29/2025		S		10,408(1)	D	$1.58	73,952	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 June 3, 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.

	/s/ Shai Marshall, Attorney-in-fact for Theresa Yanofsky	09/30/2025
	** 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.
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FAQ

What transaction did Theresa Yanofsky report on Form 4 for CGC?

She reported a sale of 10,408 common shares on 09/29/2025 at $1.58 per share.

Why were the shares disposed according to the Form 4?

The filing states the disposition is associated with tax obligations arising from the vesting of restricted stock units granted on June 3, 2025.

How many Canopy Growth (CGC) shares does the reporting person beneficially own after the sale?

The Form 4 reports 73,952 common shares beneficially owned following the reported transaction.

When was the Form 4 signed and by whom?

The Form 4 was signed by Shai Marshall as attorney-in-fact for Theresa Yanofsky on 09/30/2025.

Does the Form 4 report any derivative transactions for CGC by this reporting person?

No derivative securities are reported in Table II of this filing.