10-K Acquisitions (Tables)

The following table presents the fair value of the assets acquired and liabilities assumed in the acquisition of NGC as of the acquisition date and an allocation of the consideration to net assets acquired:


Cash	$	146
Accounts receivable, net	2,487
Prepaid expenses and other current assets	398
Inventories, net	3,400
Property, plant and equipment, net	10,858
Right-of-use assets	2,842
Licenses	15,387
Trade name	201
Goodwill	1,285
Deferred tax liabilities	(265)
Liabilities assumed	(12,966)
Net assets acquired	$	23,773

Consideration paid in cash, net of working capital adjustments	$	2,368
Equity consideration(1)	15,053
Contingent consideration classified as a liability(2)	6,352
Total consideration	$	23,773

Cash outflow, net of cash acquired	$	2,222

(1) The fair value of the consideration, paid through the issuance of SVS, was based on a third-party valuation that took into account transfer restrictions and the time value of money.
(2) On April 11, 2025, the Company issued 207,055 SVS and paid $3.2 million in cash to settle this contingent consideration obligation.

The following table presents the fair value of the assets acquired and liabilities assumed in the acquisition of Curaleaf Poland as of the acquisition date and an allocation of the consideration to net assets acquired:


Cash	$	48
Accounts receivable, net	414
Prepaid expenses and other current assets	2
Inventories, net	661
Property, plant and equipment, net	14
Licenses	2,063
Trade name	97
Non-compete agreements	32
Goodwill	931
Deferred tax liabilities	(548)
Liabilities assumed	(891)
Net assets acquired	$	2,823

Consideration paid in cash, net of working capital adjustments	$	832
Equity consideration(1)	773
Deferred consideration classified as a liability(2)	1,218
Total consideration	$	2,823

Cash outflow, net of cash acquired	$	784

(1) The fair value of the consideration paid through the issuance of SVS was based on a third-party valuation that took into account the time value of money.
(2) On April 14, 2025, the Company issued 32,017 SVS and paid $0.4 million in cash to settle this deferred consideration obligation.

The following table presents the fair value of the assets acquired in the acquisition of Dark Heart as of the acquisition date and an allocation of the consideration to net assets acquired:


Intellectual Property	$	9,365
Net assets acquired	$	9,365

Consideration paid in cash, net of working capital adjustments	$	1,693
Cancelled loan (including accrued interest)	7,672
Total consideration	$	9,365

The following table presents the fair value of the assets acquired and liabilities assumed in the acquisition of Deseret as of the acquisition date and an allocation of the consideration to net assets acquired:


Cash	$	1,360
Prepaid expenses and other current assets	137
Inventories, net	807
Property, plant and equipment, net	1,692
Right-of-use assets	406
Other assets	57
Licenses	10,620
Trade name	890
Non-compete agreements	230
Goodwill	7,002
Deferred tax liabilities	(3,339)
Liabilities assumed	(5,242)
Net assets acquired	$	14,620

Consideration paid in cash	$	2,067
Deferred consideration classified as a liability	12,553
Total consideration	$	14,620

Cash outflow, net of cash acquired	$	707

The changes in the Company’s contingent consideration liability as of December 31, 2025 and 2024 were as follows:


	EMMAC(1)		NGC(2)		Total
Total contingent consideration liability, December 31, 2023	$	4,724	$	—	$	4,724
Contingent consideration recognized on acquisition	—		6,352		6,352
Revaluation of contingent consideration	(1,820)		(3,042)		(4,862)
Effect of exchange rate differences	(67)		—		(67)
Total contingent consideration liability, December 31, 2024	2,837		3,310		6,147
Cash payments of contingent consideration	—		(3,236)		(3,236)
Issuance of SVS as settlement of contingent consideration	—		(497)		(497)
Revaluation of contingent consideration	306		335		641
Effect of exchange rate differences	215		—		215
Gain on contingent consideration not paid	—		88		88
Total contingent consideration liability, December 31, 2025	3,358		—		3,358
Less: Contingent consideration liability - current	—		—		—
Contingent consideration liability - net of current	$	3,358	$	—	$	3,358

(1) Contingent on the ability of Curaleaf International Holdings Limited (“Curaleaf International”) to obtain a recreational cannabis license in Europe and is payable in both cash and SVS upon achievement. Payouts, if any, are expected in 2027.
(2) Contingent obligation was tied to NGC achieving certain margin targets during the fiscal year ending December 31, 2024.

The changes in the Company’s deferred consideration liability as of December 31, 2025 and 2024 were as follows:


	Tryke(1)		NRPC(3)		Poland(4)		Other(5)		Total
Total deferred consideration liability, December 31, 2023	$	41,652	$	2,000	$	—	$	—	$	43,652
Deferred consideration recognized on acquisition	—		—		1,218		—		1,218
Interest expense on deferred consideration	5,913		—		—		—		5,913
Effect of exchange rate differences	—		—		82		—		82
Reversal of interest expense on deferred consideration	(11)		—		—		—		(11)
Change in fair value on deferred consideration paid	—		—		(796)		—		(796)
Post-closing purchase price adjustment (2)	(3,740)		—		—		—		(3,740)
Cash payments of deferred consideration	(11,250)		—		—		—		(11,250)
Total deferred consideration liability, December 31, 2024	32,564		2,000		504		—		35,068
Deferred consideration recognized on acquisition	—		—		—		920		920
Interest expense on deferred consideration	2,436		—		—		—		2,436
Effect of exchange rate differences	—		—		17		46		63
Change in fair value on deferred consideration paid	—		—		(46)		—		(46)
Issuance of SVS as settlements of deferred consideration	—		—		(77)		—		(77)
Cash payments of deferred consideration	(35,000)		—		(398)		—		(35,398)
Total deferred consideration liability, December 31, 2025	—		2,000		—		966		2,966
Less: Deferred consideration liability - current	—		(2,000)		—		(966)		(2,966)
Deferred consideration liability - net of current	$	—	$	—	$	—	$	—	$	—

(1) Related to the second and third anniversary payment due from the Company to the sellers of Tryke of $21.2 million and $25.0 million, respectively, settled in October 2025.
(2) On October 4, 2024, the Company entered into a settlement agreement with the sellers of Tryke Companies, pursuant to which the Company received a $3.7 million post-closing purchase price adjustment that reduced the Company’s second anniversary payment.
(3) Represents amounts withheld in connection with the acquisition of Natural Remedy Patient Center LLC (“NRPC”) as security for indemnification obligations. In January 2026, upon receipt of a final, non-appealable order, the $2.0 million holdback became payable. The Company retained $1.2 million of this amount for potential tax exposure (scheduled for release in August 2026 and August 2027, subject to IRS claims) and deducted legal fees incurred during the litigation as permitted under the purchase agreement. The remaining amount, net of the tax holdback and legal fees, was paid in February 2026.
(4) Related to Curaleaf Poland’s achievement of certain earnings metrics during the fiscal year ending December 31, 2024. On April 14, 2025, the Company settled this obligation through a cash payment of $0.4 million and the issuance of 32,017 SVS.
(5) Incurred in connection with an individually immaterial acquisition consummated during the second quarter of 2025 within the Company's international operations.