CGC Insider Grant: 178,462 RSUs; 222,280 Options at $1.40 Strike

Rhea-AI Filing Summary

Stewart Thomas Carlton, serving as Chief Financial Officer and Chief Accounting Officer of Canopy Growth Corp (CGC), reported equity awards granted on 09/17/2025. He received 178,462 restricted stock units (RSUs) that vest in three equal annual installments, and was granted 222,280 stock options$1.40 that vest in three equal annual installments and expire on 09/17/2031. After the reported transactions, the filing shows 246,665 common shares beneficially owned by the reporting person. The form reflects standard compensation awards for executive retention and alignment with shareholders.

Positive

• Long‑term alignment: Awards vest over three years, tying executive compensation to multi‑year performance
• Clear grant terms: Option exercise price of $1.40 and expiration date provide transparent economics

Negative

• Dilution potential: Combined RSUs and options total 400,742 equity instruments that could increase share count if settled or exercised

Insights

Financial Analyst

TL;DR: Executive received time‑vested RSUs and options, indicating compensation tied to retention and future performance.

The grant comprises 178,462 RSUs and 222,280 options at a $1.40 strike, both vesting over three years. For investors, these awards are routine executive compensation rather than an immediate change in cash flow or ownership control. The post‑transaction beneficial ownership of 246,665 shares is modest relative to large‑cap float but relevant for insider alignment. No cash proceeds are reported from the transaction.

Corporate Governance Expert

TL;DR: Compensation structure uses multi‑year vesting to promote retention; terms appear standard.

The RSU and option grants vest in three equal annual installments, a common governance practice to align executive incentives with company performance over time. The option expiration of 09/17/2031 provides a multi‑year horizon. The filing names the reporting person as CFO and Chief Accounting Officer, confirming the awards are for a senior officer. No unusual acceleration, disposition, or related‑party steps are disclosed in the content provided.

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^*

Stewart Thomas Carlton

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
09/17/2025

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	09/17/2025		A		178,462(1)	A	$0	246,665	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
Stock Option	$1.4	09/17/2025		A		222,280		(2)	09/17/2031	Common Shares	222,280	$0	222,280	D

Explanation of Responses:

1. The shares reported herein were granted on September 17, 2025, in the form of restricted stock units ("RSUs"). These RSUs vest in three equal, annual installments on the first, second and third anniversaries of the grant date.

2. The options vest in three equal, annual installments on the first, second and third anniversaries of the grant date of September 17, 2025.

Remarks:

Chief Financial Officer and Chief Accounting Officer

	/s/ Shai Marshall, Attorney-in-fact for Thomas Stewart Carlton	09/19/2025
	** 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.
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 equity awards did Canopy Growth (CGC) CFO receive?

The CFO received 178,462 RSUs and 222,280 stock options on 09/17/2025.

How do the RSUs granted to Thomas Stewart Carlton vest?

The RSUs vest in three equal, annual installments on the first, second and third anniversaries of the grant date.

What are the key terms of the stock options granted to the reporting person?

The options have an exercise price of $1.40, vest in three equal annual installments, and expire on 09/17/2031.

How many shares does the reporting person beneficially own after the reported transactions?

The filing reports 246,665 common shares beneficially owned following the transactions.

Do the Form 4 disclosures show any cash proceeds from these transactions?

No cash proceeds are reported; the RSUs were granted at $0 and the option exercise involves an exercise price but no exercise was reported.