[Form 4] Canopy Growth Corporation Insider Trading Activity

Rhea-AI Filing Summary

Stewart Thomas Carlton, identified as an Officer with the remark Interim Chief Financial Officer, reported a sale of common shares of Canopy Growth Corp (CGC). On 08/22/2025 he disposed of 5,768 common shares at a price of CAD 1.74 per share; the filing states the sale was in part to satisfy tax obligations tied to the vesting of restricted stock units. After the reported transaction, he beneficially owned 68,203 common shares. The Form 4 was signed by an attorney-in-fact, Shai Marshall, on 08/26/2025. This filing discloses an insider share disposition linked to compensation tax settlement rather than an open-market purchase.

Insights

Corporate Governance Expert

TL;DR: An interim CFO sold part of his vested equity to meet tax obligations; the filing is routine but notable for insider disposition size.

The Form 4 shows a disposition of 5,768 shares executed on 08/22/2025 at CAD 1.74, with post-transaction beneficial ownership of 68,203 shares. The filing explicitly states the sale was tied to tax obligations from restricted stock unit vesting, a common compensation-related event. The report was executed by an attorney-in-fact and clearly identifies the reporting person as Interim Chief Financial Officer. From a governance perspective, timely disclosure and the stated reason align with standard insider reporting practices; the transaction does reduce the insider's holdings by a measurable amount but is documented as compensation-related rather than a discretionary investment decision.

Securities Analyst

TL;DR: Insider sale reduces holdings by a modest percentage; transaction appears administrative (tax-driven) and not an undisclosed material event.

The sale of 5,768 shares represents a reduction from the holding base to 68,203 shares after the trade. The filer discloses the sale price as CAD 1.74 and attributes the disposition to tax obligations related to RSU vesting, which is an explicit and common explanation in Form 4 filings. For investors monitoring insider behavior, this is a documented insider sale with a clear, stated rationale; it neither introduces new operational information nor indicates a change in corporate strategy based on the filing alone.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

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)
08/22/2025

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	08/22/2025		S		5,768(1)	D	$1.74(2)	68,203	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 disposition of shares is in part associated with tax obligations of the reporting person associated with the vesting of restricted stock units.

2. Price is expressed in Canadian dollars.

Remarks:

Interim Chief Financial Officer

	/s/ Shai Marshall, Attorney-in-fact for Thomas Stewart Carlton	08/26/2025
	** 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.