Curaleaf (CURLF) plans 1-for-3 reverse stock split to support potential U.S. uplisting

Rhea-AI Filing Summary

Curaleaf Holdings, Inc. plans a 1-for-3 reverse stock split of its subordinate voting shares, expected to take effect on or about June 5, 2026, after receiving conditional approval from the Toronto Stock Exchange. Each three pre-consolidation shares will become one post-consolidation share, which is expected to reduce the number of issued and outstanding subordinate voting shares from 698,728,008 to approximately 232,909,336.

The company explains that this move is intended to raise the trading price per share to meet share price criteria of major U.S. stock exchanges and align with limits used by some retail brokerage firms, supporting potential future uplisting and broader institutional investor participation. Fractional shares will not be issued; holdings will be rounded to the nearest whole share, and option and convertible security terms will be proportionately adjusted.

Insights

Capital markets & equity structure analyst

Curaleaf’s 1-for-3 reverse split restructures share count to support possible U.S. uplisting.

Curaleaf Holdings is consolidating its subordinate voting shares at a 1-for-3 ratio, cutting issued and outstanding shares from 698,728,008 to about 232,909,336. The stated goals are to lift the share price, satisfy U.S. exchange price criteria, and fit within brokerage trading thresholds.

The company highlights potential U.S. cannabis rescheduling and related regulatory developments as context for a future uplisting, but these outcomes are not guaranteed and remain subject to risk factors described in prior disclosures. The economic stakes for existing holders are unchanged by the split itself; each investor’s proportional ownership stays the same.

On the operational side, options and other convertible securities will be proportionately adjusted, and registered shareholders must follow the letter-of-transmittal process with Odyssey Trust Company to exchange certificates. Subsequent filings and exchange decisions will determine whether the contemplated U.S. listing actually occurs.

Key Figures

Reverse split ratio: 1-for-3 Shares outstanding pre-split: 698,728,008 shares Approximate shares post-split: 232,909,336 shares +1 more

4 metrics

Reverse split ratio 1-for-3 Curaleaf subordinate voting shares consolidation ratio

Shares outstanding pre-split 698,728,008 shares Subordinate voting shares outstanding before reverse stock split

Approximate shares post-split 232,909,336 shares Expected subordinate voting shares after 1-for-3 split

Effective date on or about June 5, 2026 Expected effective date of reverse stock split and post-split TSX trading

Key Terms

reverse stock split, subordinate voting shares, Toronto Stock Exchange, Letter of Transmittal, +1 more

5 terms

reverse stock split financial

"Curaleaf Announces 1-for-3 Reverse Stock Split in Preparation for U.S. Stock Exchange Uplisting"

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

"a reverse stock split of the Company's subordinate voting shares at a ratio of one post-consolidation share"

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.

Toronto Stock Exchange financial

"The Reverse Stock Split has received TSX conditional approval"

The Toronto Stock Exchange is Canada’s largest organized marketplace where shares of publicly traded companies are bought and sold, similar to a large, regulated marketplace for company ownership. It matters to investors because it provides transparent prices, rules that help protect buyers and sellers, and access to many Canadian and international businesses, so movements there can signal economic trends and affect portfolio values.

Letter of Transmittal financial

"A letter of transmittal (a "Letter of Transmittal") with respect to the Reverse Stock Split will be 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 May, 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:			May 26, 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 1-for-3 Reverse Stock Split in Preparation for U.S. Stock Exchange Uplisting In consultation with U.S. stock exchanges, Reverse Stock Split prepares Curaleaf for uplisting, in response to U.S. cannabis rescheduling STAMFORD, Conn., May 26, 2026 /PRNewswire/ -- Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf" or the "Company"), a leading international provider of consumer cannabis products, today announced that a 1-for-3 reverse stock split of its shares will become effective on or about June 5, 2026 (the "Reverse Stock Split"). Curaleaf's Board of Directors (the "Board") has approved a proposal to effect a reverse stock split of the Company's subordinate voting shares at a ratio of one post-consolidation share for each three pre-consolidation shares (the "Reverse Stock Split"). This initiative is being done in consultation with major U.S. stock exchanges, and is expected to enable the Company to uplist as soon as the opportunity is available. The Reverse Stock Split will reduce the number of issued and outstanding subordinate voting shares and is expected to increase the trading price per share. The Board has approved the Reverse Stock Split to ensure the Company meets share price level criteria established by U.S. exchanges, as ongoing regulatory developments may provide an opportunity to uplist to a U.S. stock exchange. The Reverse Stock Split is also intended to ensure the Company's shares trade above limits set by certain retail brokerage firms, and to broaden institutional investor participation. "This important step is part of Curaleaf's long-term effort to achieve the listing of our shares to a major U.S. stock exchange," said Boris Jordan, Chairman and CEO of Curaleaf. "Rescheduling of medical cannabis has created a potential pathway toward uplisting to a major U.S. exchange, and we're now more prepared than ever. With a hearing on the full rescheduling of cannabis expected to end in July, and U.S. Treasury guidance supporting the normalization of the industry forthcoming, we believe there will soon be greater clarity around the regulatory and tax framework for our industry. These developments should improve access to capital, broaden the investor base, and further legitimize cannabis in the public markets. We are preparing today to move quickly and decisively when that opportunity comes into view." For more information, investors can review Curaleaf's Reverse Stock Split FAQ page here: LINK Further Information Regarding the Reverse Stock Split As discussed above, the Company's Board of Directors has approved a proposal to effect a Reverse Stock Split of the Company's subordinate voting shares at a ratio of 1-for-3. The Reverse Stock Split has received TSX conditional approval, and it is expected to take effect on or about June 5, 2026 (the "Effective Date"). The Company expects to begin trading on the Toronto Stock Exchange on a post-Reverse Stock Split basis on such Effective Date. Upon completion of the Share Consolidation, the Company's subordinate voting shares will continue to trade on the TSX under the symbol "CURA". 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 698,728,008 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 232,909,336 subordinate voting shares. Upon completion of the Reverse Stock Split, the Company's subordinate voting shares will continue to trade on the TSX under the symbol "CURA". A letter of transmittal (a "Letter of Transmittal") with respect to the Reverse Stock Split will be 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. The exercise or conversion price and the number of subordinate voting shares issuable under any of the Company's outstanding stock options, and any other securities convertible in subordinate voting shares, will be proportionately adjusted to reflect the Reverse Stock Split in accordance with the respective terms thereof. 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 and a potential listing on a U.S. stock exchange 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/2026-05-26-Curaleaf-Announces-1-for-3-Reverse-Stock-Split-in-Preparation-for-U-S-Stock-Exchange- Uplisting

FAQ

What reverse stock split did Curaleaf (CURLF) announce in its May 2026 filing?

Curaleaf announced a 1-for-3 reverse stock split of its subordinate voting shares. Every three existing shares will consolidate into one, keeping investor ownership percentages the same while reducing the total share count and potentially increasing the trading price per share.

When will Curaleaf’s 1-for-3 reverse stock split become effective?

Curaleaf expects the 1-for-3 reverse stock split to become effective on or about June 5, 2026. The company anticipates its subordinate voting shares will begin trading on a post-split basis on the Toronto Stock Exchange on that effective date.

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

Curaleaf currently has 698,728,008 subordinate voting shares outstanding and expects that number to decrease to approximately 232,909,336 after the 1-for-3 reverse stock split, assuming no additional shares are issued before the effective date of the consolidation.

Why is Curaleaf implementing a reverse stock split of its shares?

Curaleaf states the reverse stock split is intended to help its shares meet share price criteria of major U.S. stock exchanges and certain brokerage limits. The company also aims to support potential future uplisting and broaden participation from institutional investors in its stock.

How will Curaleaf handle fractional shares from the reverse stock split?

Curaleaf will not issue fractional subordinate voting shares in the reverse stock split. Instead, any fractional entitlement will be rounded up or down to the nearest whole share, so each shareholder ends up holding a whole number of post-split shares.

What must Curaleaf registered shareholders do for the reverse stock split?

Registered shareholders will receive a letter of transmittal and must send their pre-split share certificates or direct registration advices, with the completed form, to Odyssey Trust Company. In return, they will receive updated certificates or advices reflecting their post-split share holdings.

What happens to Curaleaf stock options and other convertibles after the split?

Curaleaf states that the exercise or conversion prices and the number of shares underlying its outstanding stock options and other securities convertible into subordinate voting shares will be proportionately adjusted. These changes are meant to reflect the 1-for-3 reverse stock split on equivalent economic terms.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EX-99.1 10.1 KB