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Curaleaf (TSX: CURA) seeks shareholder approval on dual-class share change

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Rhea-AI Filing Summary

Curaleaf Holdings has filed a supplement to its management information circular ahead of its June 22, 2026 annual and special meeting. Shareholders are being asked to approve an amendment to the Company’s articles that would remove the automatic conversion trigger tied to a future U.S. stock exchange listing for multiple voting shares held by CEO and Chairman Boris Jordan, preserving the dual-class structure beyond any such listing.

The Board approved the amendment by majority, with one director opposing on the basis that it was not necessary and could have led to an unfavorable market reaction; the Company notes there was no discernible reaction after the announcement. A Special Committee reviewed alternatives, confirmed retained ownership-based sunsets and MI 61-101 “majority of the minority” protections, and chose not to hire separate legal counsel. Curaleaf also extends the proxy cut-off so shareholders can vote their Subordinate Voting Shares up to 3:00 p.m. Eastern time on June 19, 2026.

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Insights

Curaleaf seeks shareholder approval to preserve its dual-class structure beyond any future U.S. listing.

Curaleaf is asking Subordinate Voting Share holders to approve a special resolution amending its articles so that multiple voting shares held by CEO Boris Jordan no longer automatically convert after a U.S. exchange listing. This keeps the existing control structure intact across a potential uplisting.

The filing outlines that four of five directors supported the change, with one dissenting over necessity and potential market reaction, although the Company reports no discernible reaction to date. A Special Committee reviewed alternatives and cited retained ownership-based sunsets and a “majority of the minority” vote under MI 61-101 as key safeguards.

The impact for investors centers on governance rather than near-term financials. Control would remain concentrated if a U.S. listing occurs, while minority protections rely on existing sunset mechanisms and regulatory voting requirements. Shareholders have until the extended proxy cut-off on June 19, 2026 to decide whether this governance profile aligns with their preferences.

Shareholder meeting date and time June 22, 2026, 9:00 a.m. Eastern Annual general and special meeting
Extended proxy cut-off original time 4:00 p.m. Eastern, June 18, 2026 Original proxy cut-off referenced before extension
Extended proxy cut-off new time 3:00 p.m. Eastern, June 19, 2026 Final deadline to deposit proxies with transfer agent
Board support for amendment 4 of 5 directors in attendance Vote at April 30, 2026 board meeting
Circular date May 7, 2026 Date of original management information circular
Supplement date June 15, 2026 Date of supplement and related press release
multiple voting shares financial
"which would amend the terms of the Company’s multiple voting shares, beneficially owned by the Company’s CEO and Chairman"
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.
dual-class share structure financial
"cause the dual-class share structure to automatically terminate at the first annual meeting of shareholders"
A dual-class share structure is when a company issues two (or more) types of stock that give different voting power: one class typicaly gives founders or insiders more votes per share while the other class, sold to public investors, has little or no voting rights. For investors this matters because it concentrates control in a small group—like a family owning a house with most of the keys—so minority shareholders may have less influence over strategy, governance and risk, which can affect long-term value and accountability.
Listing-Based Sunset Event financial
"the primary negative impact of the Listing-Based Sunset Event, being that it does not represent an appropriate sunset trigger event"
Multilateral Instrument 61-101 regulatory
"including the “majority of the minority” vote required under Multilateral Instrument 61-101 - Protection of Minority Security Holders"
Multilateral Instrument 61-101 is a securities regulation that sets rules for certain corporate deals—like mergers, asset sales, or related-party transactions—to protect minority shareholders by requiring extra disclosure, independent valuation and, in many cases, formal shareholder approval. Think of it as an impartial referee and checklist that forces companies to show the full playbook and get a vote or an independent price opinion, so investors can judge whether a proposed deal is fair and avoid being overridden by insiders.
majority of the minority regulatory
"including the “majority of the minority” vote required under Multilateral Instrument 61-101"
A voting rule used in corporate deals that requires approval not just from a simple majority overall but also from a majority of the shareholders who are not part of the controlling group or otherwise conflicted. Think of it like asking non-family owners in a family-run business to separately sign off on a transaction to make sure it’s fair. This matters to investors because it reduces the chance that a deal benefiting insiders will be pushed through over the objections of independent shareholders, affecting deal outcomes and perceived governance quality.
prior valuation financial
"has knowledge of any “prior valuation” (as such term is defined in MI 61-101) in respect of Curaleaf"
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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 15, 2026
By:
/s/ Peter Clateman
Name:
Peter Clateman
Title:
Chief Legal Officer


EXHIBIT INDEX

Exhibit Number
Description
99.1
Press Release
99.2
Supplement to Management Information Circular

151324571 v1 Curaleaf Holdings Announces Filing of Supplement to Management Information Circular and Reminds Shareholders to Vote in Connection with Its Upcoming Annual and Special Meeting STAMFORD, Conn., June 15, 2026 — Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf" or the "Company"), a leading international provider of consumer cannabis products, announces that it has filed a supplement (the “Supplement”) to its management information circular dated May 7, 2026 (the “Circular”) in connection with the annual general and special meeting of the shareholders of the Company scheduled for June 22, 2026 at 9:00 a.m. (Eastern time) (the “Meeting”). The Supplement provides additional disclosure relating to the proposed special resolution to be considered at the Meeting to approve an amendment to the articles of the Company, which would amend the terms of the Company’s multiple voting shares, beneficially owned by the Company’s CEO and Chairman Boris Jordan, by removing the automatic conversion trigger that would cause the dual-class share structure to automatically terminate at the first annual meeting of shareholders following the listing of the Company’s Subordinate Voting Shares on a national U.S. securities exchange, such as NASDAQ or NYSE. Every vote is important. The Company encourages all shareholders to carefully review the Circular, as supplemented by the Supplement, and the other meeting materials, which are available under the Company’s profile on SEDAR+ at www.sedarplus.ca, on EDGAR at www.sec.gov/edgar/ and on the Company’s website, and to vote their Subordinate Voting Shares in advance of the proxy cut-off time specified in the Circular and the form of proxy or voting instruction form. The Company has determined to extend the proxy cut-off of 4:00 p.m. (Eastern time) on Thursday, June 18, 2026. Shareholders may deposit their executed form of proxy with the Company's transfer agent and registrar, Odyssey Trust Company, at 1230, 300 5th Ave SW, Calgary, AB, T2P 3C4, up until at 3:00 p.m. (Eastern time) on June 19, 2026. The Company encourages all shareholders to vote their Subordinate Voting Shares in advance of the extended proxy cut-off time. Curaleaf encourages all shareholders to vote as soon as possible. Registered shareholders and beneficial shareholders who have questions or require assistance with voting should contact the Company or their broker or other intermediary, as applicable, in accordance with the instructions set out in the meeting materials. About Curaleaf Holdings Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf") is a leading international provider of consumer products in cannabis with a mission to enhance lives by cultivating, sharing and celebrating the power of the plant. As a high-growth cannabis company known for quality, expertise and reliability, the Company and its brands, including Curaleaf, Select, Grassroots, Find, Dark Heart, and Anthem provide industry-leading service, product selection and accessibility across the medical and adult use markets. Curaleaf International is powered by a strong presence in all stages of the supply chain. Its unique distribution network throughout Europe, Canada and Australasia brings together pioneering science and research with cutting-edge cultivation, extraction and production. Curaleaf is listed on the Toronto Stock Exchange under the symbol CURA and trades on the OTCQX market under the symbol CURLF. For more information, please visit https://ir.curaleaf.com. Forward Looking Statements This media advisory contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward–looking statements or information. Generally, forward-looking statements and information may be identified by the use of

 

151324571 v1 forward-looking terminology such as "plans", "expects" or "proposed", "is expected", "intends", "anticipates", or "believes", or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. Such forward-looking statements and information reflect management's current beliefs and are based on assumptions made by and information currently available to the company with respect to the matter described in this new release. Forward-looking statements involve risks and uncertainties, which are based on current expectations as of the date of this release and subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Additional information about these assumptions and uncertainties is contained under "Risk Factors and Uncertainties" in the Company's latest annual information form filed on February 26, 2026, which is available under the Company's SEDAR profile at http://www.sedar.com, and in other filings that the Company has made and may make with applicable securities authorities in the future. Forward-looking statements contained herein are made only as to the date of this press release and we undertake no obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law. We caution investors not to place considerable reliance on the forward-looking statements contained in this press release. The Toronto Stock Exchange has not reviewed, approved or disapproved the content of this news release. The Toronto Stock Exchange has not reviewed, approved or disapproved the content of this news release. Investor Contact: Curaleaf Holdings, Inc. Camilo Lyon, Chief Investment Officer IR@curaleaf.com Media Contact: MATTIO Communications MattioCuraleaf@Mattio.com

 

SUPPLEMENT DATED JUNE 15, 2026 TO MANAGEMENT INFORMATION CIRCULAR DATED MAY 7, 2026 IN RESPECT OF THE ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS OF CURALEAF HOLDINGS, INC. TO BE HELD ON JUNE 22, 2026 The management information circular dated May 7, 2026 (the “Circular”) of Curaleaf Holdings, Inc. (the “Company”) prepared in connection with the annual general and special meeting of shareholders of the Company to be held on June 22, 2026 (the “Meeting”) is hereby amended and supplemented as set out below. All defined terms used in this supplement (the “Supplement”) and not otherwise defined shall have the respective meanings ascribed to them in the Circular, which is available under the Company’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov/edgar. Other than as set out in this Supplement, the Circular remains unamended. AMENDMENT TO THE ARTICLES OF THE COMPANY – ADDITIONAL DISCLOSURE REGARDING THE PROPOSED AMENDMENT The Company wishes to provide the following additional details regarding the Proposed Amendment, which should be read in conjunction with the section entitled “Matters to be Voted at the Meeting – Amendment to the Articles of the Company” in the Circular. Board Approval The Company clarifies that, at the meeting of the Board held on April 30, 2026, four of the five directors in attendance concluded that the Proposed Amendment is in the best interests of Curaleaf and recommended that holders of Subordinate Voting Shares (other than Mr. Boris Jordan and his affiliated and associated entities) vote in favour of the Proposed Amendment. The resolutions approving the Proposed Amendment and the related recommendation to the holders of Subordinate Voting Shares were adopted by majority vote of the Board. After balancing the various benefits, risks and other factors and considerations discussed in the Circular, and acknowledging Mr. Jordan’s contribution to the success of the Company, one director determined not to support the Proposed Amendment, as such director did not believe that the Proposed Amendment was necessary, and could potentially lead to an unfavorable market reaction. The Company notes that there was no discernible market reaction following the announcement of the Proposed Amendment. Mr. Jordan, given his interest in the Proposed Amendment, recused himself from, and was not present for, the deliberations on, and the vote in respect of, the Proposed Amendment at the meeting of the Board held on April 30, 2026. Considerations of Alternatives The Company further clarifies that, as part of its process as authorized by its mandate, the Special Committee considered alternatives to the Proposed Amendment. Having regard to the following factors, the Special Committee determined that it would not be appropriate to seek other alternatives to the Proposed Amendment: a) the narrow scope of the Proposed Amendment, which removes only the listing-based trigger without affecting the conversion ratio, the Minimum Ownership Threshold, the transfer-based sunset, the coattail arrangements or any other shareholder rights; b) the absence of any consideration or economic benefit to Mr. Jordan, with the Multiple Voting Shares continuing to convert on a one-for-one basis; c) the retained ownership-based sunsets, which are objective, self-executing and tied to Mr. Jordan’s continued alignment with shareholders; and

 

d) the procedural safeguards applicable to the Proposed Amendment, including the “majority of the minority” vote required under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”). In light of the foregoing, the Special Committee determined that the Proposed Amendment appropriately addressed the primary negative impact of the Listing-Based Sunset Event, being that it does not represent an appropriate sunset trigger event, as it may cause uncertainty and unpredictability following an uplisting to a U.S. exchange. For the reasons stated in the Circular, the Special Committee determined that the Proposed Amendment was reasonable and in the best interests of the Company. Independent Legal Counsel to the Special Committee The Special Committee considered whether to retain its own independent legal counsel, and determined that it was not necessary in the circumstances, having regard to: a) the limited scope of the Proposed Amendment; b) the comprehensive advice provided by the Company’s long-standing external counsel (which is independent of Mr. Jordan), at each meeting of the Special Committee; c) the procedural safeguards applicable to the Proposed Amendment, including the “majority of the minority” approval requirement under MI 61-101; and d) the approach taken in connection with the Company’s 2021 amendment to the Multiple Voting Shares structure, where the special committee similarly did not retain separate independent legal counsel. The Special Committee was satisfied throughout its deliberations with the quality, scope and independence of the legal advice it received from the Company’s external counsel. Additional Reasons and Rationale for the Proposed Amendment The Company also discloses the following additional details regarding the reasons and rationale for the Proposed Amendment, which should be read in conjunction with the “Background to the Proposed Amendment – Reasons for the Proposed Amendment” section in the Circular: When the Listing-Based Sunset Event was adopted in 2021, a U.S. stock exchange listing was seen as a major milestone that would naturally coincide with a shift in the Company’s governance. Since then, circumstances have changed. Since 2021, the U.S. cannabis sector has continued to face a rapidly evolving and often challenging regulatory environment, including in connection with the recent U.S. federal rescheduling announcement, ongoing developments in state-level licensing regimes, and continued uncertainty as to applicable tax positions (including Section 280E of the U.S. Internal Revenue Code). In addition, following the Company’s 2023 move from the Canadian Securities Exchange to the Toronto Stock Exchange, management gained valuable experience with stock exchange transitions. That experience confirmed that a listing is primarily a financing and liquidity decision instead of a reason to change governance. While the rescheduling announcement has increased the likelihood of a potential listing of the Company on a major U.S. stock exchange, and the conditions for such a listing are becoming clearer, the Company continues to operate in a rapidly evolving regulatory environment. Stable leadership remains particularly important in this context. Tying an automatic governance change to a U.S. listing could disrupt that stability at a critical time.

 

Further, since 2021, market practice in respect of dual-class share structures has continued to evolve. The Special Committee took into account evolving market trends regarding dual-class share structures, including recent IPOs of companies with similar share structures and the addition of dual- class issuers in stock indices, and determined that the Proposed Amendment was consistent with prevailing market practice. While the Company continues to undertake preparatory work to maintain flexibility to pursue a listing if and when circumstances permit (including the recently implemented reverse stock split), no specific transaction, timeline or outcome for a U.S. listing was assumed by the Special Committee or the Board. Accordingly, the potential listing of the Subordinate Voting Shares on a U.S. national securities exchange in the short to medium term did not constitute a determinative or material factor in the Special Committee’s or the Board’s consideration of the terms of the Proposed Amendment. Prior Valuation The Company confirms that, after reasonable inquiry, neither Curaleaf nor any director or senior officer of Curaleaf has knowledge of any “prior valuation” (as such term is defined in MI 61-101) in respect of Curaleaf that is relevant to the Proposed Amendment and that has been made in the 24 months before the date of the Circular. REMINDER TO VOTE Every vote is important. The Company encourages all shareholders to review the Circular and the other meeting materials, which are available under the Company’s profile on SEDAR+ at www.sedarplus.ca, on EDGAR at www.sec.gov/edgar and on the Company’s website. The Company has determined to extend the proxy cut-off of 4:00 p.m. (Eastern time) on Thursday, June 18, 2026. Shareholders may deposit their executed form of proxy with the Company's transfer agent and registrar, Odyssey Trust Company, at 1230, 300 5th Ave SW, Calgary, AB, T2P 3C4, up until at 3:00 p.m. (Eastern time) on June 19, 2026. The Company encourages all shareholders to vote their Subordinate Voting Shares in advance of the proxy cut-off time specified in this Supplement. Shareholders are urged to carefully review the Circular and accompanying materials, as they contain important information regarding the matters to be considered at the Meeting. Registered shareholders and beneficial shareholders who have questions or require assistance with voting should contact the Company or their broker or other intermediary, as applicable, in accordance with the instructions set out in the meeting materials. As the existing form of proxy for the Meeting confers discretionary authority on the persons named in the proxy with respect to amendments or variations to the matters identified in the Notice of Meeting or other matters which may properly come before the Meeting or any adjournment or postponement thereof, the Company will not be distributing an amended form of proxy. APPROVAL The contents and filing of this Supplement to the Circular have been approved by the directors of the Company. DATED at Stamford, Connecticut this 15th day of June, 2026. BY ORDER OF THE BOARD OF DIRECTORS (Signed) “Joseph Lusardi” Joseph Lusardi Executive Vice-Chairman

 

Source: View Original Filing on SEC EDGAR

FAQ

What corporate change is Curaleaf (CURLD) asking shareholders to approve?

Curaleaf seeks approval to amend its articles so multiple voting shares, held by CEO Boris Jordan, no longer automatically convert after a U.S. listing, keeping the dual-class share structure in place beyond any future U.S. exchange listing event.

How did Curaleaf’s board vote on the proposed dual-class share amendment?

At an April 30, 2026 board meeting, four of five directors supported the proposed amendment and recommended minority Subordinate Voting Share holders vote in favour. One director opposed, viewing the change as unnecessary and potentially prompting an unfavorable market reaction.

What safeguards apply to Curaleaf’s proposed amendment under MI 61-101?

The amendment is subject to a “majority of the minority” vote under MI 61-101. This means only disinterested Subordinate Voting Share holders, excluding Boris Jordan and his affiliates, can determine approval, adding an additional layer of minority shareholder protection around the governance change.

When is Curaleaf’s 2026 shareholder meeting and proxy cut-off time?

The annual and special meeting is scheduled for June 22, 2026 at 9:00 a.m. Eastern time. Curaleaf extended the proxy cut-off, allowing shareholders to submit proxies until 3:00 p.m. Eastern time on June 19, 2026 to ensure their votes are counted.

How does Curaleaf describe the rationale for removing the listing-based sunset trigger?

Curaleaf notes regulatory uncertainty in U.S. cannabis, experience moving to the TSX, and evolving market practice on dual-class shares. It now views a U.S. listing as mainly a financing and liquidity event, not an automatic reason to change governance via a listing-based sunset.

Filing Exhibits & Attachments

2 documents

Press Releases