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Curaleaf Holdings (CURLF) signals intent for take-over bid of Aurora Cannabis

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
425

Rhea-AI Filing Summary

Curaleaf Holdings, Inc. reports that on August 11, 2026 it issued a press release announcing its intention to launch a take-over bid for Aurora Cannabis. The communication is being made as written communications under Rule 425 in connection with a potential business combination.

The report clarifies that the information, including the attached press release as Exhibit 99.1, is furnished and not deemed filed for liability purposes under the Exchange Act, and will only be incorporated into other securities filings if specifically referenced.

Positive

  • None.

Negative

  • None.
Date of earliest event August 11, 2026 Date Curaleaf announced its intention to launch a take-over bid
Exhibit 99.1 Press release dated August 11, 2026 Primary exhibit describing the intended take-over bid
Exhibit 104 Cover Page Interactive Data File Inline XBRL cover data associated with the current report
take-over bid financial
"announcing its intention to launch a take-over bid for Aurora Cannabis"
A take-over bid is a formal offer by a buyer to purchase shares of a company, often enough to gain control of it. Think of it like someone making a public offer to buy enough houses on a block so they control the neighborhood — it can push the target’s share price up, change who runs the business, and alter future dividends or strategy, so investors care because it affects the value and control of their holdings.
written communications under Rule 425 regulatory
"intended to simultaneously satisfy the filing obligation as written communications under Rule 425"
Emerging growth company regulatory
"Securities registered pursuant to Section 12(b) of the Act ... Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Inline XBRL technical
"Cover Page Interactive Data File (embedded within the Inline XBRL document)"
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

FAQ

What did Curaleaf Holdings (CURLF) disclose about Aurora Cannabis in this filing?
Curaleaf disclosed that on August 11, 2026 it issued a press release announcing its intention to launch a take-over bid for Aurora Cannabis. The detailed terms of the proposed bid are not included in this report.

What is the main purpose of Curaleaf Holdings (CURLF) Form 8-K/Rule 425 filing?
The filing serves to furnish a press release announcing Curaleaf’s intention to pursue a take-over bid for Aurora Cannabis. It is classified as written communications under Rule 425 related to a potential business combination transaction.

Is the Curaleaf Holdings (CURLF) press release about Aurora Cannabis considered filed under the Exchange Act?
No. Curaleaf states that the information in this report, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, limiting associated liability unless expressly incorporated elsewhere.

Which exhibits are included with Curaleaf Holdings (CURLF) current report on the Aurora bid?
The report lists Exhibit 99.1, a press release dated August 11, 2026, and Exhibit 104, the cover page interactive data file embedded within the Inline XBRL document. These exhibits support the disclosure of the intended take-over bid.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): August 11, 2026
CURALEAF HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
British Columbia, Canada
(State or other jurisdiction of
incorporation or organization)
333-249081
(Commission File Number)
98-1461045
(I.R.S. Employer Identification Number)
250 Harbor Drive, Third Floor, Stamford, Connecticut 06902
(Address of principal executive offices and zip code)
( 917 ) 717 - 5875
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
___________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: None.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company    ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 8.01. Other Events
On August 11, 2026, Curaleaf Holdings, Inc. issued a press release announcing its intention to launch a take-over bid for Aurora Cannabis, a copy of which is attached as Exhibit 99.1.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number
Description
99.1
Press release dated August 11, 2026
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CURALEAF HOLDINGS, INC.
(Registrant)
Date:
August 12, 2026
By:
/s/ Peter Clateman
Name:
Peter Clateman
Title:
Chief Legal Officer

Source: View Original Filing on SEC EDGAR