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Curaleaf (OTCQX: CURLF) approves $83M buyback for up to 5% of shares

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

Rhea-AI Filing Summary

Curaleaf Holdings has launched a share repurchase program approved by its board and the Toronto Stock Exchange. The normal course issuer bid allows the company to buy back up to 34,388,831 Subordinate Voting Shares, representing about 5% of the 687,776,631 shares issued and outstanding as of April 10, 2026, with an estimated aggregate value of about U.S.$83 million based on the April 14, 2026 TSX closing price.

The program runs from April 20, 2026 to no later than April 19, 2027. Purchases will be made through the TSX and eligible alternative trading systems, generally capped at 210,139 shares per day, equal to 25% of the 840,559-share average daily trading volume. Any repurchased shares will be cancelled, and the company notes it has not used a similar bid in the past 12 months.

Positive

  • Up to 5% share repurchase authorization: Curaleaf’s board and the TSX have approved a normal course issuer bid for up to 34,388,831 Subordinate Voting Shares, about 5% of shares outstanding, with an estimated aggregate value of roughly U.S.$83 million, indicating capacity to return capital to shareholders.
  • Shares to be cancelled: Any Subordinate Voting Shares repurchased under the program will be cancelled, which can improve per-share metrics if executed meaningfully over the April 20, 2026 to April 19, 2027 window.

Negative

  • None.

Insights

Curaleaf authorizes up to a 5% share buyback, signaling balance-sheet capacity and confidence.

Curaleaf Holdings plans a normal course issuer bid to repurchase up to 34,388,831 Subordinate Voting Shares, about 5% of its float, with an estimated value of roughly U.S.$83 million. The program runs from April 20, 2026 to April 19, 2027 and any shares bought will be cancelled.

Daily purchases are generally limited to 210,139 shares, tied to an average daily trading volume of 840,559 shares, so execution will be gradual. Management frames the move as an “appropriate use” of available funds when the stock trades below perceived value, which signals confidence but does not guarantee any specific repurchase amount.

The bid is discretionary and can be modified or discontinued, so the actual impact depends on how aggressively Curaleaf uses it once it has released results for the quarter ended March 31, 2026. The company has also highlighted typical forward-looking risks, pointing investors to its latest annual information form for detailed risk factors.

Maximum shares under NCIB 34,388,831 shares Authorized repurchase limit under normal course issuer bid
Estimated NCIB value U.S.$83 million Aggregate fair market value based on April 14, 2026 TSX close
Shares outstanding 687,776,631 shares Subordinate Voting Shares issued and outstanding as of April 10, 2026
NCIB size as % of float 5% Maximum shares under NCIB as a percentage of shares outstanding
Daily purchase limit 210,139 shares General maximum daily purchases, 25% of average daily volume
Average daily trading volume 840,559 shares Six-month period ended March 31, 2026, per TSX rules
NCIB term start April 20, 2026 Commencement date for potential share repurchases
NCIB term end April 19, 2027 Latest possible date to conduct repurchases under the bid
normal course issuer bid financial
"the Company to commence a normal course issuer bid ("NCIB" or the "Bid") to repurchase up to 34,388,831"
A Normal Course Issuer Bid is when a company buys back its own shares from the stock market over time. This usually shows that the company believes its stock is undervalued and wants to support its price, which can be important for investors to watch.
Subordinate Voting Shares financial
"to repurchase up to 34,388,831 of its subordinate voting shares (the "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.
average daily trading volume financial
"a maximum of 210,139 Subordinate Voting Shares representing 25% of the average daily trading volume of 840,559"
The average daily trading volume is the typical number of shares or units of a security that change hands each trading day, calculated over a set period. It tells investors how active a market is—like average traffic on a road—so higher volume usually means easier, faster trades and smaller price swings when buying or selling, while low volume can make orders harder to fill and cause bigger price moves.
block purchase exemptions regulatory
"Under the NCIB, other than purchases made under block purchase exemptions, Curaleaf will be allowed"
Block purchase exemptions are rules or allowances that let large buyers or sellers execute a single, sizable trade outside the normal public trading process without triggering the usual regulatory steps designed for smaller, retail trades. Think of it like allowing a warehouse-sized order to be handled privately so it doesn’t flood the public marketplace; for investors this matters because such deals can provide quick liquidity and avoid big price swings, but they can also change supply or signal insider moves that affect a stock’s price.
designated broker financial
"The Company has appointed ATB Cormark Capital Markets as its designated broker under the NCIB."
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.
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 April, 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:
April 17, 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 Launches Share Repurchase Program STAMFORD, Conn., April 16, 2026 /PRNewswire/ -- Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf" or the "Company"), a leading international provider of consumer cannabis products, has announced that its Board of Directors has authorized, and the Toronto Stock Exchange ("TSX") has approved, the Company to commence a normal course issuer bid ("NCIB" or the "Bid") to repurchase up to 34,388,831 of its subordinate voting shares (the "Subordinate Voting Shares") over the twelve-month period commencing on April 20, 2026 and ending no later than April 19, 2027, representing approximately 5% of the Subordinate Voting Shares issued and outstanding as of April 10, 2026, or an aggregate fair market value of approximately U.S.$83 million based on the closing trading price of the Subordinate Voting Shares on the TSX on April 14, 20261. As of April 10, 2026, there were 687,776,631 Subordinate Voting Shares issued and outstanding. "This share repurchase program is a meaningful way to return value to our shareholders and reflects our confidence in the strength and durability of our strategy," said Boris Jordan, Chairman and CEO of Curaleaf. The NCIB will be conducted through the facilities of the TSX and/or alternative trading systems in Canada, if eligible, from time to time over the term of the Bid and will conform to their regulations. The Company believes that, from time to time, the Subordinate Voting Shares may trade in a price range that does not fully reflect their value. The Company believes that in such circumstances, the repurchase of its Subordinate Voting Shares represents an appropriate use of its available funds. The Bid provides the Company with the flexibility to acquire Subordinate Voting Shares when market conditions are favorable, consistent with a disciplined approach and applicable regulatory requirements. Under the NCIB, other than purchases made under block purchase exemptions, Curaleaf will be allowed, subject to applicable securities laws, to purchase daily, through the facilities of the TSX, a maximum of 210,139 Subordinate Voting Shares representing 25% of the average daily trading volume of 840,559 Subordinate Voting Shares, as calculated per the TSX rules for the six-month period ended on March 31, 2026. The Company has appointed ATB Cormark Capital Markets as its designated broker under the NCIB. The actual number of Subordinate Voting Shares purchased, timing of purchases, and share price will be determined based on market conditions and in accordance with applicable securities laws. The NCIB does not obligate Curaleaf to acquire a specific dollar amount or number of shares and may be modified or discontinued at any time in accordance with securities legislation and TSX rules. Subordinate Voting Shares will be acquired under the NCIB at the prevailing market price at the time of acquisition. Purchases under the NCIB are expected to commence after Curaleaf releases financial results in respect of its first quarter ended March 31, 2026. Any Subordinate Voting Share purchased under the NCIB will be canceled. Curaleaf has not purchased any of its outstanding Subordinate Voting Shares under a normal course issuer bid in the past 12 months. 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 NCIB and the intended purchase for cancellation of Subordinate Voting Shares thereunder. 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 1 Being C$3.32 per Subordinate Voting Share, equivalent to U.S.$2.4163 per Subordinate Voting Share using the exchange rate published by the Bank of Canada of C$1.00; U.S.$0.7278 on such date. SOURCE Curaleaf Holdings, Inc. https://ir.curaleaf.com/2026-04-16-Curaleaf-Launches-Share-Repurchase-Program

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Curaleaf (CURLF) announce in its April 2026 update?

Curaleaf announced a normal course issuer bid to repurchase up to 34,388,831 Subordinate Voting Shares. The program, approved by its board and the TSX, allows discretionary buybacks over a one-year period with all repurchased shares to be cancelled.

How large is Curaleaf’s new share repurchase program?

Curaleaf’s program covers up to 34,388,831 Subordinate Voting Shares, about 5% of the 687,776,631 shares outstanding as of April 10, 2026. Based on the April 14, 2026 TSX closing price, this represents an estimated aggregate value of roughly U.S.$83 million.

When will Curaleaf’s share buyback program run and where will shares be repurchased?

The buyback may run from April 20, 2026 until no later than April 19, 2027. Purchases will occur through the Toronto Stock Exchange and eligible Canadian alternative trading systems at prevailing market prices, following applicable securities laws and TSX rules.

What daily limits apply to Curaleaf’s share repurchases under the NCIB?

Outside of block purchase exemptions, Curaleaf can buy a maximum of 210,139 Subordinate Voting Shares per day. This daily cap equals 25% of the 840,559-share average daily trading volume calculated under TSX rules for the six-month period ended March 31, 2026.

Will Curaleaf definitely repurchase the full amount of shares authorized?

No, Curaleaf is not obligated to repurchase a specific number or dollar amount of shares. The actual level, timing, and pricing of buybacks will depend on market conditions and management’s discretion, and the NCIB may be modified or discontinued under securities legislation and TSX rules.

What happens to Curaleaf shares repurchased under the NCIB?

Any Subordinate Voting Shares that Curaleaf buys under the normal course issuer bid will be cancelled. Cancelling repurchased shares reduces the number of shares outstanding, which can enhance per-share financial metrics if the company executes a meaningful portion of the program.

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