Takeover tension: Curaleaf (OTC: CURLF) says Aurora shuns talks
Rhea-AI Filing Summary
Curaleaf Holdings, Inc. (CURLF) reported that it issued a press release on August 24, 2026 responding to recent public statements by Aurora Cannabis about Curaleaf’s outstanding offer for Aurora. Curaleaf reiterates that its proposal provides Aurora shareholders with a “substantial premium” and the ability to participate in what it describes as a larger, stronger global cannabis platform.
Curaleaf states that there has been no substantive negotiation with Aurora, noting that Aurora has not signed an NDA, held deal-focused discussions, or permitted a site visit, while Curaleaf maintains it remains willing to meet at any time to discuss a transaction. Curaleaf’s commentary on Aurora’s business performance, including revenue, EBITDA, cash flow and cultivation yield figures, is based on Aurora’s publicly disclosed information and is presented as Curaleaf’s analysis of Aurora’s results and guidance. Curaleaf also highlights that Aurora’s share price rose and has traded near the implied value of Curaleaf’s proposal after the offer announcement, which Curaleaf characterizes as market recognition of the strategic rationale of the transaction. The press release is furnished as Exhibit 99.1 and is not deemed filed for Exchange Act liability purposes.
Positive
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Negative
- None.
8-K Event Classification
2 items: 8.01, 9.01
2 items
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Inventory impairments and transformation costs at Aurora: more than C$400M
Aurora share price change: approximately 35% decline
Curaleaf share price change: approximately 56% increase
+4 more
7 metrics
Inventory impairments and transformation costs at Aurora
more than C$400M
Curaleaf’s characterization of costs Aurora shareholders have endured under current leadership
Aurora share price change
approximately 35% decline
Aurora shares over the year through August 10, 2026, as cited by Curaleaf
Curaleaf share price change
approximately 56% increase
Curaleaf shares over the year through August 10, 2026, as cited in Curaleaf’s analysis
Aurora June quarter adjusted EBITDA change
63% lower
Change versus Aurora’s March quarter adjusted EBITDA, according to Curaleaf’s summary of Aurora’s disclosure
Aurora business transformation cost add-backs
approximately C$5.1 million
Included in Aurora’s June quarter adjusted EBITDA, as cited by Curaleaf
Aurora cash flow from operations
negative C$4.4 million
Aurora’s June quarter cash flow from operations, as described by Curaleaf
Aurora cultivation yield metric
114 grams per plant
Cultivation yield from Aurora’s fiscal 2026 audited financial statements, as cited by Curaleaf
Key Terms
adjusted EBITDA, inventory impairments, business transformation costs, cash flow from operations, +2 more
6 terms
adjusted EBITDA financial
"Aurora reported June quarter adjusted EBITDA that was 63% lower"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
inventory impairments financial
"cost more than C$400M in inventory impairments and "business transformation costs""
A company records inventory impairments when goods on hand are worth less than their recorded cost and must be written down to a lower value. Like throwing away spoiled food from a pantry, this accounting adjustment reduces the asset value on the balance sheet and lowers reported profit for the period, and investors watch it because it signals weaker demand, excess stock, or quality problems that can affect future earnings and cash flow.
business transformation costs financial
"C$400M in inventory impairments and "business transformation costs" under current leadership"
Business transformation costs are one-time or short-term expenses a company incurs to change how it operates—such as restructuring, new technology, layoffs, or retraining—so it can compete better in the future. Investors care because these costs reduce near-term profits and cash flow but may improve long-term efficiency and competitiveness; think of it as paying for a renovation that temporarily disrupts a store but aims to increase future sales and lower running costs.
cash flow from operations financial
"cash flow from operations was negative C$4.4 million"
Cash flow from operations is the money a company actually generates from its core business activities—sales, services and day-to-day operations—after paying routine costs like wages and suppliers. Investors watch it like a company’s operating “paycheck” because it shows whether the business can fund growth, pay debts and return cash to shareholders without relying on loans or one-time asset sales; steady positive cash flow is a sign of financial health.
forward-looking statements regulatory
"This press release contains certain "forward-looking statements" within the meaning"
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.
Offer regulatory
"Forward looking statements in this news release include statements regarding the terms of the Offer"
FAQ
What did Curaleaf Holdings, Inc. (CURLF) announce in this Form 8-K?
Curaleaf announced it released a press release on August 24, 2026 responding to Aurora Cannabis’ latest public statements about Curaleaf’s offer for Aurora and reiterating its view that the offer provides a substantial premium and strategic benefits to Aurora shareholders.
What is Curaleaf (CURLF) saying about its offer for Aurora Cannabis?
Curaleaf states its offer provides Aurora shareholders with a substantial premium and the chance to participate in what it describes as a larger, stronger global cannabis platform, led by a management team it characterizes as having a track record of creating shareholder value.
How does Curaleaf (CURLF) describe the status of discussions with Aurora?
Curaleaf says there has been no conversation on the substance of a deal, stating that Aurora has not signed an NDA, has not permitted a site visit, and has declined to engage substantively, while Curaleaf reiterates it remains willing to meet anytime.
What market reaction to the offer does Curaleaf (CURLF) highlight?
Curaleaf notes that Aurora’s share price increased after Curaleaf’s offer became public and has traded near the implied value of the proposal, which Curaleaf characterizes as investors recognizing the value and strategic logic of the potential transaction.
Is the Curaleaf (CURLF) press release considered filed for Exchange Act purposes?
No. Curaleaf specifies that the information in this Form 8-K, including Exhibit 99.1, is being furnished under General Instruction B.2 and is not deemed “filed” for Section 18 of the Exchange Act or incorporated into other filings unless specifically referenced.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): August 24, 2026
(Exact name of registrant as specified in its charter)
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( 917 ) 717 - 5875 | ||||||||
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___________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act: None.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
On August 24, 2026, Curaleaf Holdings, Inc. issued a press release responding to Aurora Cannabis' latest press release, a copy of which is attached as Exhibit 99.1.
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number | Description | |||||||
99.1 | Press release dated August 24, 2026 | |||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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: | August 24, 2026 | By: | /s/ Peter Clateman | ||||||||
Name: | Peter Clateman | ||||||||||
Title: | Chief Legal Officer | ||||||||||
Curaleaf Holdings, Inc. Investor Relations Curaleaf Responds to Aurora Cannabis' Latest Attempt to Deflect From Shareholder Value Creation Aurora's selective statistics and misleading characterization of engagement do not obscure years of underperformance and lost shareholder value Curaleaf reiterates its willingness to meet anytime to discuss a deal in the best interests of shareholders STAMFORD, Conn., Aug. 24, 2026 /PRNewswire/ -- Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf"), a leading international provider of consumer and medical cannabis products, today responded to Aurora Cannabis Inc.'s (TSX: ACB) (NASDAQ: ACB) ("Aurora") latest public statements regarding Curaleaf's offer for Aurora: "Aurora's hollow protests and completely misleading statistics change nothing about reality: if its multi-year turnaround strategy were delivering the value management claims, the company's valuation would reflect it. Aurora has repeatedly failed to demonstrate both a credible plan and the ability to execute, resulting in significant lost shareholder value. It's time to focus on the facts. Curaleaf is offering shareholders a substantial premium and the opportunity to participate in the upside of a larger, stronger global platform led by a management team with a proven track record of creating shareholder value. Curaleaf is ready to deliver value to Aurora shareholders, as it has for Curaleaf's shareholders. The market has spoken. Aurora shareholders have waited long enough. They deserve results and they deserve value now." Curaleaf Fully Rejects Aurora's Characterization of Discussions Between the Two Companies: "Aurora's attempt to mischaracterize 'engagement' is disappointing and insulting to shareholders. We have not had a single conversation on the substance of a deal. Everyone involved in these types of discussions knows the difference. We have posted this correspondence in full on our website: grow.curaleaf.com. Our bid is based on the latest numbers that were published on August 5, 2026, which is what we and the market are aware of. If Aurora has better information, we welcome the opportunity to review it. But they have refused to engage, refused to sign an NDA, refused a site visit despite posturing that they have been 'open.' That's not true constructive engagement. We continue to remain willing to meet anytime to discuss a deal." Aurora's Efforts to Highlight Select Operating Metrics Ignore Broader Performance Trends: Aurora continues to cherry-pick statistics that present an incomplete picture of the business. Shareholders deserve to understand the full context: Shareholder value under Aurora management has suffered: Aurora shareholders have endured the multi-year transformation that will not end but has cost more than C$400M in inventory impairments and "business transformation costs" under current leadership. Meanwhile, Aurora's shares declined approximately 35% over the past year through August 10, 2026, while Curaleaf's shares increased approximately 56%. Aurora's statements regarding 17% international growth are misleading: Aurora cites supposed international growth while ignoring recent declines in the size of that business, which generated approximately C$5 million less revenue in June than it did just three months earlier. Aurora reported June quarter adjusted EBITDA that was 63% lower than the March quarter, and that result included approximately C$5.1 million of business transformation cost add-backs. Excluding those add-backs, adjusted EBITDA would have been meaningfully negative, while cash flow from operations was negative C$4.4 million. Aurora's attempts to dismiss cultivation data taken directly from its own public disclosures. Our bid relies on cultivation metrics of 114 grams per plant that are taken straight from Aurora's latest audited fiscal 2026 financial statements. Curaleaf's cultivation yields are more than double the 114 grams per plant disclosed in Aurora's public filing. If there is better information available, shareholders deserve to see it. Aurora's own guidance points to a business that is expected to become smaller and less profitable in fiscal 2027. Aurora is guiding to revenue levels approaching fiscal 2025 levels, adjusted gross margins declining from approximately
64% to the mid-to-high 50% range, and lower Adjusted EBITDA. These are not the characteristics of a business delivering the value creation management claims. The Market Has Responded Favorably to Curaleaf's Offer "Aurora's share price increased materially following the announcement of Curaleaf's offer and has traded near the implied value of Curaleaf's proposal. This demonstrates that investors recognize the value and strategic logic of the transaction. Curaleaf has put forward a substantial premium and a credible strategic rationale. The market appears to understand the value proposition, even if Aurora's management continues to dismiss it. Curaleaf remains ready to engage constructively at any time." Aurora shareholders are urged to read the offer documents carefully and in their entirety. They are also available on Curaleaf's website and on SEDAR+ (sedarplus.ca) and EDGAR (sec.gov), and Aurora shareholders are encouraged to visit https://grow.curaleaf.com/ for additional information regarding the offer, including the strategic rationale for the offer, expected benefits of the combination of the two companies, FAQs, and other relevant 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. Cautionary Statement Regarding Forward-Looking Statements This press release contains certain "forward-looking statements" within the meaning of such statements under applicable securities laws. Forward-looking statements are frequently characterized by words such as "plan", "continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Forward looking statements in this news release include statements regarding the terms of the Offer, the expected benefits of the Offer to the combined company and the financial and strategic benefits of the Offer noted above, synergies and efficiencies that may be achieved upon a combination of the businesses of Aurora and Curaleaf; and expectations with respect to business and geographical diversification of the combined entity. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this press release, including assumptions based upon Aurora's publicly disclosed information, and that there will be no change in the business, prospects or capitalization of Aurora or Curaleaf. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law. A more complete discussion of the risks and uncertainties facing the Company appears in the Company's Annual Information Form and continuous disclosure filings, which are available at www.sedarplus.ca. Cautionary Statement Respecting Aurora Information The information concerning Aurora contained in this press release has been taken from, or is based upon, publicly available information filed by Aurora with securities regulatory authorities in Canada prior to the date of this press release and other public sources. Aurora has not reviewed this press release and has not confirmed the accuracy and completeness of the Aurora information contained herein. Neither Curaleaf, nor any of its officers or directors, assumes any responsibility for the accuracy or completeness of such Aurora information. Curaleaf has no means of verifying the accuracy or completeness of any of the Aurora information contained in this press release. Notice to U.S. Holders The Offer is being made for the securities of a company formed outside of the United States. The Offer is subject to disclosure requirements of Canada that are different from those of the United States. Financial statements included in the documents, if any, will be prepared in accordance with Canadian accounting standards and may not be comparable to the financial statements of United States companies.
It may be difficult for a securityholder in the United States to enforce his/her/its rights and any claim a securityholder may have arising under the U.S. federal securities laws, since the issuer is located in Canada, and some or all of its officers or directors may be residents of Canada or another country outside of the United States. A securityholder may not be able to sue a Canadian company or its officers or directors in a court in Canada or elsewhere outside of the United States for violations of U.S. securities laws. It may be difficult to compel a Canadian company and its affiliates to subject themselves to a U.S. court's judgment. Securityholders should be aware that the issuer may purchase securities otherwise than under the Offer, such as in open market or privately negotiated purchases. Contacts Media Contact Kekst CNC Kekst-Curaleaf@kekstcnc.com Investor Contact Curaleaf Holdings, Inc. IR@curaleaf.com Shareholder Contact Carson Proxy Advisors North American Toll Free Phone: 1-800-530-5189 Local (Collect outside North America): 416-751-2066 Email: info@carsonproxy.com SOURCE Curaleaf Holdings, Inc. https://ir.curaleaf.com/2026-08-24-Curaleaf-Responds-to-Aurora-Cannabis-Latest-Attempt-to-Deflect-From-Shareholder-Value- Creation