Curaleaf (CURLF) resets special meeting, to seek Continuance approval in Q2

Rhea-AI Filing Summary

Curaleaf Holdings, Inc. is postponing its previously planned special shareholder meeting to approve a proposed arrangement that includes continuing the company out of British Columbia and domestication in Delaware in the United States. The special meeting will now be combined with Curaleaf’s annual general meeting, expected in the second quarter of 2026.

The company believes holding a combined annual and special meeting will encourage greater shareholder participation, streamline approvals and use resources more efficiently. Curaleaf plans to announce the new meeting date later and will send shareholders an Information Circular, which will also be filed on SEDAR+ and with the SEC.

Insights

Corporate governance analyst

Curaleaf is consolidating shareholder meetings to approve a planned move to Delaware.

Curaleaf plans to seek shareholder approval for an arrangement that would move its corporate jurisdiction from British Columbia to Delaware. It is delaying the originally anticipated February 2026 special meeting and instead combining it with its annual general meeting in the second quarter of 2026.

The company states this consolidation is intended to boost shareholder participation, streamline approvals and reduce costs by avoiding separate meetings. Details of the arrangement and the continuance will be outlined in an Information Circular to be mailed to shareholders and filed on SEDAR+ and with the SEC on Form 6-K.

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 February, 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:			February 20, 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 Announces a Change in the Special Meeting Date STAMFORD, Conn., Feb. 16, 2026 /PRNewswire/ -- Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf" or the "Company"), a leading international provider of consumer products in cannabis, today announced a change in the date of its special meeting (the "Meeting") to seek shareholder approval of a proposed arrangement (the "Arrangement") which involves, among other things, the continuation of the Company out of British Columbia, Canada and the concurrent domestication of the Company in the State of Delaware in the United States (the "Continuance"). On January 8, 2026, the Company announced its intention to hold the Meeting on or about February 23, 2026. As part of its ongoing planning process, the Company has decided to postpone the meeting in order to align the special meeting with its annual general meeting of shareholders, which is expected to be held during the second quarter of 2026. The Company believes that combining these meetings will promote greater shareholder participation, streamline the approval process and result in a more cost-effective and efficient use of resources. The Company will announce the date of the annual and special meeting subsequently in due course and will mail a management information circular (the "Information Circular") to its shareholders in advance of the Meeting. The Information Circular, including the plan of arrangement to be attached thereto, will be filed with the Canadian Securities Administrators on SEDAR+ at www.sedarplus.ca and with the SEC on Form 6-K on EDGAR at www.sec.gov/edgar. Additional details regarding the Arrangement and the Continuance will be set out in the Information Circular. About Curaleaf Holdings Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) 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, Anthem and The Hemp Company 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 TSX 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 "expects", "proposed", "is expected", "intends", 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 proposed Continuance of the Company from British Columbia, Canada, to the State of Delaware in the United States, including the timing of the Meeting of the shareholders of Curaleaf to consider and approve the Arrangement. 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 news release. Forward-looking statements involve risks and uncertainties, which are based on current expectations as of the date of this news 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" in the Company's latest annual information form filed on March 3, 2025, which is available under the Company's SEDAR+ profile at https://www.sedarplus.ca, 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 news 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 news release. The TSX 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/2026-02-16-Curaleaf-Announces-a-Change-in-the-Special-Meeting-Date

FAQ

What change did Curaleaf Holdings (CURLF) announce regarding its special shareholder meeting?

Curaleaf announced it is postponing its previously planned special shareholder meeting. Instead, the company will combine this special meeting with its annual general meeting, which is expected to occur in the second quarter of 2026, to consider the same proposed arrangement.

Why is Curaleaf (CURLF) combining its special meeting with the annual general meeting?

Curaleaf says combining the meetings will promote greater shareholder participation and streamline the approval process. The company also expects this approach to be more cost-effective and efficient by concentrating governance decisions into a single shareholder event rather than holding separate meetings.

What corporate changes will Curaleaf shareholders be asked to approve at the combined meeting?

Shareholders will be asked to approve a proposed arrangement that includes continuing Curaleaf out of British Columbia, Canada, and concurrently domesticating the company in the State of Delaware. These changes are part of a broader corporate Continuance plan described in the upcoming Information Circular.

When will Curaleaf (CURLF) announce the new date for its annual and special meeting?

Curaleaf plans to announce the date of the combined annual and special meeting at a later time. The company has only indicated that the meeting is expected to occur during the second quarter of 2026, with further scheduling details to follow in due course.

How will Curaleaf shareholders receive details on the proposed Continuance and arrangement?

Curaleaf will mail a management Information Circular to shareholders ahead of the meeting, including the full plan of arrangement. This document will also be filed with Canadian regulators on SEDAR+ and with the U.S. SEC on Form 6-K, providing public access to the details.

Where can investors find Curaleaf’s filings related to the Continuance and meeting?

Investors can find related documents on SEDAR+ under Curaleaf’s profile and on the SEC’s EDGAR system as Form 6-K filings. The forthcoming Information Circular describing the arrangement and Continuance will be posted on both platforms once it is filed.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EX-99.1 6.4 KB