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Curaleaf (CURLF) confirms June 5 effective date for 1-for-3 reverse stock split

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

Rhea-AI Filing Summary

Curaleaf Holdings, Inc. is implementing a previously announced 1-for-3 reverse stock split of its subordinate voting shares, effective June 5, 2026. After the split, subordinate voting shares will continue to trade on the TSX under the symbol CURA with a new CUSIP number 23126M300.

The company currently has 698,731,895 subordinate voting shares outstanding, which is expected to become approximately 232,910,632 shares after the split. Fractional shares will not be issued; amounts will be rounded to the nearest whole share. Multiple voting shares will be consolidated on the same 1-for-3 basis to preserve relative rights.

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Reverse split ratio 1-for-3 Consolidation ratio for subordinate and multiple voting shares
Pre-split subordinate voting shares 698,731,895 shares Subordinate voting shares outstanding before reverse split
Post-split subordinate voting shares approximately 232,910,632 shares Expected subordinate voting shares after 1-for-3 split
Effective date June 5, 2026 Date reverse stock split becomes effective
New CUSIP 23126M300 CUSIP for subordinate voting shares post-split
reverse stock split financial
"confirms that the previously announced 1- for-3 reverse stock split of its 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 subordinate voting shares (the "Reverse Stock Split")"
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
"effect a concurrent consolidation of its multiple voting shares upon the same 1-for-3 consolidation 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.
Letter of Transmittal financial
"A letter of transmittal (a "Letter of Transmittal") with respect to the Reverse Stock Split has been mailed"
A letter of transmittal is a written form investors use when sending physical stock certificates or electronic ownership documents to a company or its agent to surrender shares, tender them in an offer, or claim payment or replacement securities. It acts like a packing slip that lists what is enclosed, gives instructions on how the transfer should be handled, and provides proof of the transaction—important for ensuring investors receive the correct payment or new securities without delay or dispute.
forward-looking statements regulatory
"This media advisory contains forward-looking statements and forward-looking information within the meaning of applicable securities laws."
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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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 3, 2026
By:
/s/ Peter Clateman
Name:
Peter Clateman
Title:
Chief Legal Officer


EXHIBIT INDEX

Exhibit Number
Description
99.1
Press Release

Curaleaf Holdings, Inc. Investor Relations Curaleaf Confirms Effective Date of Reverse Stock Split STAMFORD, Conn., June 3, 2026 /PRNewswire/ -- Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf" or the "Company"), a leading international provider of consumer cannabis products, today confirms that the previously announced 1- for-3 reverse stock split of its subordinate voting shares (the "Reverse Stock Split") will become effective on June 5, 2026. Upon completion of the Reverse Stock Split, the Company's subordinate voting shares will continue to trade on the TSX under the symbol "CURA" and under the new CUSIP number 23126M300. The Company will not be issuing fractional post-Reverse Stock Split subordinate voting shares in connection with the Reverse Stock Split. Where the Reverse Stock Split would otherwise result in a shareholder being entitled to a fractional subordinate voting share, the number of post- Reverse Stock Split subordinate voting shares issued to such holder of subordinate voting shares shall be rounded up or down to the nearest whole number of subordinate voting shares. The Company currently has 698,731,895 subordinate voting shares outstanding and, assuming no additional subordinate voting shares are issued prior to the Reverse Stock Split, the Reverse Stock Split will reduce the issued and outstanding subordinate voting shares to approximately 232,910,632 subordinate voting shares. A letter of transmittal (a "Letter of Transmittal") with respect to the Reverse Stock Split has been mailed to registered shareholders of the Company. All registered shareholders will be required to deliver their certificate(s) or direct registration advice(s) representing pre-Reverse Stock Split subordinate voting shares along with a completed Letter of Transmittal to the Company's transfer agent, Odyssey Trust Company ("Odyssey"), in accordance with the instructions provided in the Letter of Transmittal. Additional copies of the Letter of Transmittal can be obtained through Odyssey. All shareholders who submit a duly completed Letter of Transmittal along with their pre-Reverse Stock Split subordinate voting shares certificate(s) or direct registration advice(s) to Odyssey will receive a post-Reverse Stock Split subordinate voting share certificate or direct registration advice. Shareholders who hold their subordinate voting shares through a broker or other intermediary and do not have subordinate voting shares registered in their name will not need to complete a Letter of Transmittal. Beneficial shareholders who have questions regarding how their subordinate voting shares will be processed in connection with the Reverse Stock Split should contact their intermediaries. As part of the Reverse Stock Split, the Company will also effect a concurrent consolidation of its multiple voting shares upon the same 1-for-3 consolidation ratio so as to maintain and preserve the relative rights of the holders of the shares of each class of shares of the Company. For more information, investors can review Curaleaf's Reverse Stock Split FAQ page here: LINK 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 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. More particularly and without limitation, this news release contains forward-looking statements and information concerning the Reverse Stock Split. 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. Investor Contact: Curaleaf Holdings, Inc. Camilo Lyon, Chief Investment Officer IR@curaleaf.com Media Contact: MATTIO Communications MattioCuraleaf@Mattio.com SOURCE Curaleaf Holdings, Inc. https://ir.curaleaf.com/2026-06-03-Curaleaf-Confirms-Effective-Date-of-Reverse-Stock-Split

 

Source: View Original Filing on SEC EDGAR

FAQ

What reverse stock split did Curaleaf (CURLF) confirm in June 2026?

Curaleaf confirmed a 1-for-3 reverse stock split of its subordinate voting shares effective June 5, 2026. Each three existing shares will be consolidated into one, reducing the number of shares outstanding while keeping ownership proportions unchanged.

How many Curaleaf subordinate voting shares will be outstanding after the reverse split?

Curaleaf states it currently has 698,731,895 subordinate voting shares outstanding, expected to become approximately 232,910,632 after the 1-for-3 reverse stock split. The change reflects only share consolidation, not an economic change to total shareholder value.

Will Curaleaf (CURLF) issue fractional shares in the reverse stock split?

Curaleaf will not issue fractional subordinate voting shares as part of the reverse stock split. Any fractional entitlement will be rounded up or down to the nearest whole share, simplifying post-split share counts for individual shareholders.

What happens to Curaleaf’s multiple voting shares in the reverse split?

Curaleaf will concurrently consolidate its multiple voting shares on the same 1-for-3 ratio. This is meant to maintain and preserve the relative rights between multiple voting shares and subordinate voting shares after the reverse stock split takes effect.

Do Curaleaf shareholders need to take action for the reverse stock split?

Registered Curaleaf shareholders must send their existing share certificates or direct registration advices plus a completed Letter of Transmittal to Odyssey Trust Company. Beneficial shareholders holding through brokers generally do not need to submit documentation themselves.

Will Curaleaf’s trading symbols change after the reverse stock split?

Curaleaf’s subordinate voting shares will continue trading on the TSX under the symbol CURA after the reverse stock split. However, the shares will trade under a new CUSIP number, 23126M300, reflecting the consolidated share structure going forward.

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