Curaleaf urges Aurora investors to tender shares

Curaleaf Holdings, Inc. (CURLF) reports that on September 16, 2026 it published a brochure addressed to shareholders of Aurora, encouraging them to tender their Aurora shares into Curaleaf’s offer.

Available on EDGAR 09/16/2026 - 12:29 PM EDT Accepted by SEC EDGAR 09/16/2026 - 12:28 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Curaleaf Holdings, Inc. (CURLF) reports that on September 16, 2026 it published a brochure addressed to shareholders of Aurora, encouraging them to tender their Aurora shares into Curaleaf’s offer.

The brochure is furnished as Exhibit 99.1 to this report and is being treated as furnished, not filed, for Exchange Act liability purposes.

Key Terms

tender their shares, Emerging growth company, furnished, not filed, Exhibit 99.1

4 terms

tender their shares financial

"encouraging them to tender their shares to Curaleaf's offer"

Emerging growth company regulatory

"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.

furnished, not filed regulatory

"shall not be deemed to be “filed” for purposes of Section 18"

Exhibit 99.1 financial

"Exhibit 99.1 | | Brochure dated September 1 6 , 2026"

Exhibit 99.1 is a label used in regulatory filings to identify a specific attached document, most often a company press release or investor presentation filed with securities regulators. For investors it matters because it marks an official, contemporaneous source of information directly tied to a filing—like the original news article pinned to a legal record—so traders and analysts treat it as an authoritative statement that can move a stock or clarify a company’s situation.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Curaleaf Holdings, Inc. (CURLF) announce on September 16, 2026?

Curaleaf announced that it published a brochure for Aurora shareholders on September 16, 2026, encouraging them to tender their Aurora shares into Curaleaf’s offer. The brochure is included as Exhibit 99.1 to the current report.

Who is the target audience of Curaleaf’s new brochure mentioned in the CURLF filing?

The brochure is directed to shareholders of Aurora. Curaleaf states that the material encourages those shareholders to tender their Aurora shares into Curaleaf’s offer.

How is the Aurora shareholder brochure treated under the Exchange Act in the CURLF report?

Curaleaf states the brochure, included as Exhibit 99.1, is furnished, not filed for purposes of Section 18 of the Exchange Act and will not be incorporated by reference into other filings unless specifically referenced.

What exhibits are included with Curaleaf’s (CURLF) current report about the Aurora brochure?

The filing lists two exhibits: Exhibit 99.1, the brochure dated September 16, 2026, and Exhibit 104, the cover page interactive data file embedded within the Inline XBRL document.

Does the CURLF current report involve any financial results or new securities issuance?

No. The report under Item 8.01 only describes the publication of a brochure for Aurora shareholders related to Curaleaf’s offer and attaches that brochure as an exhibit, with no financial results or new securities issuance described.

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): September 16, 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 September 16, 2026, Curaleaf Holdings, Inc. ("Curaleaf") published a brochure for Aurora's shareholders encouraging them to tender their shares to Curaleaf's offer. A copy of the press release 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						Brochure dated September 16, 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:			September 16, 2026			By:			/s/ Peter Clateman
						Name:			Peter Clateman
						Title:			Chief Legal Officer