Acquisitions |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Acquisitions [Abstract] | |
| Acquisitions | Note 8 —Acquisitions
Prepaid License Rights
VCP Transaction
On August 27, 2025, the Company entered into a purchase agreement with VCP23, an indirect wholly-owned subsidiary of Green Thumb, a related party, pursuant to which the Company obtained access to and use of certain intellectual property rights (the “VCP Transaction”) in exchange for cash consideration of $50.0 million.
An affiliate of Green Thumb holds a call option to repurchase some or all of the VCP Transaction intellectual property rights for up to five years from the transaction date upon the occurrence of certain specified eligibility conditions, which are outside of the control of both parties but with likelihood of eligibility greater than remote. Due to changes in legislation around hemp-derived products enacted in November 2025, which are currently expected to become effective in November 2026, one of the eligibility conditions that would permit the repurchase right to become exercisable is likely to be satisfied within the next twelve months. However, satisfaction of such conditions does not obligate Green Thumb or its affiliates to exercise the repurchase option, which remains within their discretion.
Because this call option represents a substantive repurchase right, the arrangement includes terms that preclude the transfer of control and therefore does not meet the criteria for a completed sale and is not accounted for as an asset acquisition under ASC 805. Instead, the Company accounts for the arrangement under other applicable U.S. GAAP, including ASC 340. The related Prepaid License Rights are amortized on a straight-line basis over their estimated useful life. MC Brands Transaction
On May 20, 2025, the Company entered into a purchase agreement with VCP, an indirect wholly-owned subsidiary of Green Thumb, a related party, pursuant to which the Company obtained access to and use of certain intellectual property rights associated with the incredibles brand (the “MC Brands Transaction”) in exchange for cash consideration of $5.1 million.
An affiliate of Green Thumb holds a call option to repurchase some or all of the MC Brands intellectual property rights for up to five years from the transaction date upon the occurrence of certain specified eligibility conditions. Due to changes in legislation around hemp-derived products enacted in November 2025, which are currently expected to become effective in November 2026, one of the eligibility conditions that would permit the repurchase right to become exercisable is likely to be satisfied within the next twelve months. However, satisfaction of such conditions does not obligate Green Thumb or its affiliates to exercise the repurchase option, which remains within their discretion.
Consistent with the VCP Transaction, this arrangement is not accounted for as an asset acquisition under ASC 805 and is instead accounted for as a prepaid executory contract under ASC 340.
The Company continues to evaluate the impact of regulatory developments related to hemp-derived products on this arrangement. As of March 31, 2026, additional impairment or changes in accounting conclusions have been recognized. |