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Curaleaf (CURLD) completes 3-for-1 reverse stock split across share classes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Curaleaf Holdings, Inc. has implemented a reverse stock split of its subordinate voting shares, converting three pre-split shares into one post-split share. The change took effect at the start of trading on June 5, 2026, after board approval.

The company also consolidated its multiple voting shares at the same three-to-one ratio to keep the relative rights between share classes unchanged. Subordinate voting shares outstanding moved from 698,731,895 pre-split to approximately 232,910,632 post-split, with fractional shares rounded up or down to the nearest whole share.

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Insights

Curaleaf executed a 3-for-1 reverse split affecting both voting classes.

Curaleaf consolidated its Subordinate Voting Shares and Multiple Voting Shares on a three-for-one basis, effective June 5, 2026. This reduced the number of subordinate voting shares outstanding from 698,731,895 to approximately 232,910,632 while keeping class rights aligned.

The move changes the share count and per-share price mechanics without altering total equity as described. Holders receiving fractional entitlements are rounded to the nearest whole share, which slightly adjusts individual positions. Future disclosures may further detail any follow-on actions related to capital structure.

Reverse split ratio 3-to-1 Subordinate and multiple voting shares consolidation
Pre-split subordinate voting shares 698,731,895 shares Issued and outstanding before reverse stock split
Post-split subordinate voting shares ≈232,910,632 shares Issued and outstanding immediately after reverse split
Effective trading date June 5, 2026 Start of post-reverse-split trading
New CUSIP 23126M300 Subordinate voting shares identifier post-split
reverse stock split financial
"the Company effected a reverse stock split of its issued and outstanding Subordinate Voting Shares"
A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.
Subordinate Voting Shares financial
"reverse stock split of its issued and outstanding subordinate voting shares"
Subordinate voting shares are a type of company stock that typically carry fewer voting rights than regular shares, meaning holders have less influence over company decisions. They are often used to raise capital while allowing founders or main shareholders to retain control. For investors, understanding the difference helps assess their level of influence in company decisions and the potential risks or benefits of holding different types of shares.
Multiple Voting Shares financial
"concurrent consolidation of its multiple voting shares at the same ratio"
Shares that carry more votes per share than regular shares, giving their holders greater control over corporate decisions such as board elections and major strategic moves. For investors this matters because a small group holding multiple voting shares can steer the company’s direction irrespective of economic ownership, similar to a few people holding the keys to a car even if many others own parts of it, which affects governance risk and influence on value.
CUSIP number financial
"The Subordinate Voting Shares' new CUSIP number is 23126M300"
A CUSIP number is a nine-character code that uniquely identifies a specific U.S. or Canadian stock, bond, or other security, similar to a barcode or a social-security number for a financial instrument. It matters to investors because it removes confusion between similar securities, ensures trades and settlements are applied to the correct issue, and helps locate official documents and transaction records quickly.
ISIN number financial
"their new ISIN number is CA23126M3003"
An ISIN (International Securities Identification Number) is a 12-character code that uniquely identifies a specific security — such as a stock, bond, or fund — across global markets. Investors, brokers and financial systems use it like a passport or barcode to make sure trades, settlements and records refer to the exact same instrument, reducing mistakes, speeding processing and helping track holdings and performance.
Material Change Report regulatory
"FORM 51-102F3 MATERIAL CHANGE REPORT"
A material change report is a public notice that a company must file and share whenever new information or an event is significant enough to likely influence an investor’s decision. Think of it like an urgent update board that tells shareholders about big shifts—such as major deals, leadership changes, sudden losses, or legal issues—so investors can reassess risk and value with the same facts everyone else has.
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Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of June, 2026
Commission File Number: 333-249081
Curaleaf Holdings, Inc.
(Name of Registrant)
666 Burrard Street, Suite 1700,
Vancouver, British Columbia V6C 2X8, Canada
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☐    Form 40-F ☒


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:
June 5, 2026
By:
/s/ Peter Clateman
Name:
Peter Clateman
Title:
Chief Legal Officer


EXHIBIT INDEX

Exhibit Number
Description
99.1
Material Change Report

FORM 51-102F3 MATERIAL CHANGE REPORT 1. Name and Address of Company Curaleaf Holdings, Inc. (the "Company" or "Curaleaf") 250 Harbor Drive Floor 3 Stamford, Connecticut 06902 2. Date of Material Change June 5, 2026 3. News Release The news release issued with respect to the material change was disseminated through Newswire on June 3, 2026 and a copy was filed under the Company's profile on SEDAR+. 4. Summary of Material Change On June 5, 2026, following approval by its board of directors, the Company effected a reverse stock split of its issued and outstanding subordinate voting shares ("Subordinate Voting Shares") at a ratio of three (3) pre-reverse stock split Subordinate Voting Shares to one (1) post- reverse stock split Subordinate Voting Shares. The Subordinate Voting Shares commenced trading on a post-reverse stock split basis at the start of trading on June 5, 2026. The Company also effected a concurrent consolidation of its multiple voting shares (the "Multiple Voting Shares") at the same ratio of three (3) pre-consolidation Multiple Voting Shares to one (1) post- consolidation Multiple Voting Shares so as to maintain and preserve the relative rights of the holders of the shares of each class of shares of the Company. 5. Full Description of Material Change 5.1. Full Description of Material Change On June 5, 2026, following approval by its board of directors, the Company effected a reverse stock split of its issued and outstanding Subordinate Voting Shares at a ratio of three (3) pre- reverse stock split Subordinate Voting Shares to one (1) post-reverse stock split Subordinate Voting Shares (the "Reverse Stock Split"). The Subordinate Voting Shares commenced trading on a post-Reverse Stock Split basis at the start of trading on June 5, 2026. As part of the Reverse Stock Split, the Company also effected a concurrent consolidation of its Multiple Voting Shares at the same ratio of three (3) pre-consolidation Multiple Voting Shares to one (1) post-consolidation Multiple Voting Shares so as to maintain and preserve the relative rights of the holders of the shares of each class of shares of the Company. Letters of transmittal have been mailed to all registered holders of Subordinate Voting Shares and Multiple Voting Shares with instructions on how to exchange existing share certificates for new share certificates or DRS statements. Prior to implementing the Reverse Stock Split, the Company had 698,731,895 Subordinate Voting Shares issued and outstanding and immediately after implementing the Reverse Stock Split, the Company had approximately 232,910,632 Subordinate Voting Shares issued and outstanding. The Subordinate Voting Shares' new CUSIP number is 23126M300 and their new ISIN number is CA23126M3003.

 

- 2 - No fractional Subordinate Voting Shares or Multiple Voting Shares were issued as a result of the Reverse Stock Split. The holdings of any holder of Subordinate Voting Shares or Multiple Voting Shares who would otherwise be entitled to receive a fractional Subordinate Voting Share or Multiple Voting Share as a result of the Reverse Stock Split were rounded up to the next higher whole number if the fraction was 0.5 or greater, and rounded down to the next lower whole number if the fraction was less than 0.5. 5.2. Disclosure for Restructuring Transactions Not applicable. 6. Reliance on subsection 7.1(2) or (3) of National Instrument 51-102 Not applicable. 7. Omitted Information Not applicable. 8. Executive Officer Inquiries in respect of the material change referred to herein may be made to: Camilo Lyon, Chief Investment Officer Phone number: 781-451-0117 9. Date of Report June 15, 2026.

 

Source: View Original Filing on SEC EDGAR

FAQ

What reverse stock split did Curaleaf (CURLD) implement in June 2026?

Curaleaf implemented a reverse stock split at a three-to-one ratio, converting every three pre-split subordinate voting shares into one post-split share. The reverse split took effect at the start of trading on June 5, 2026, following approval by the board of directors.

How did Curaleaf’s share count change after the June 2026 reverse split?

Before the reverse split, Curaleaf had 698,731,895 subordinate voting shares issued and outstanding. Immediately after implementing the three-to-one reverse split, the company had approximately 232,910,632 subordinate voting shares issued and outstanding, reflecting the new consolidated capital structure.

Did Curaleaf also consolidate its multiple voting shares in June 2026?

Yes. Alongside the reverse split of subordinate voting shares, Curaleaf concurrently consolidated its multiple voting shares at the same three-to-one ratio. This was done to maintain and preserve the relative rights of holders of each class of shares following the capital structure change.

When did Curaleaf’s post-reverse-split shares start trading?

Curaleaf’s subordinate voting shares began trading on a post-reverse stock split basis at the start of trading on June 5, 2026. This date marks the effective implementation of the three-to-one reverse split on the public market for the company’s subordinate voting shares.

How did Curaleaf handle fractional shares in the reverse stock split?

Curaleaf did not issue fractional subordinate or multiple voting shares. Any entitlement to a fractional share was rounded up to the next whole share if the fraction was 0.5 or greater, and rounded down to the next lower whole share if the fraction was less than 0.5.

What are the new CUSIP and ISIN numbers for Curaleaf’s subordinate voting shares?

After the reverse stock split, Curaleaf’s subordinate voting shares received a new CUSIP and ISIN. The new CUSIP number is 23126M300, and the new ISIN number is CA23126M3003, reflecting the updated post-split security identifiers for the shares.

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