v3.26.1
Notes payable and debt
 6 Months Ended
Jun. 30, 2026
Debt Disclosure [Abstract]  
Notes payable and debt
Note 16 — Notes payable and debt
Notes payable consist of the following as of June 30, 2026 and December 31, 2025:
As of
June 30, 2026December 31, 2025
Senior Secured Notes – 2029$500,000 $— 
Senior Secured Notes – 202743,494 56,597 
Senior Secured Notes – 2026— 456,815 
Amended Needham LOC52,000 21,910 
ABL Facility – EWB12,000 12,000 
Seller note payable3,952 4,093 
Other notes payable7,820 3,308 
Less: Unamortized debt discount and deferred financing fees(7,725)(6,071)
Notes payable, net of unamortized debt discount and deferred financing fees611,541 548,652 
Less: Notes payable - current(41,009)(35,730)
Notes payable - net of current$570,532 $512,922 
Below is a summary of the Company's credit facilities outstanding as of June 30, 2026:
Credit facilityOriginal facility sizeOutstanding balance
Stated interest rate(11)
Maturity date
Senior Secured Notes – 2029$500,000 $500,000 11.50%February 18, 2029
Senior Secured Notes – 202767,000 43,494 10.00%(5)December 17, 2027
Senior Secured Notes – 2026(9)
475,000 — 8.00%(4)December 15, 2026
(9)
Amended Needham LOC(2)(10)
100,000 52,000 8.99%(6)(10)February 18, 2029(10)
ABL Facility - EWB Note12,000 12,000 6.00%(7)August 25, 2026
Seller note payable - Scottsdale Note(3)
5,100 3,952 5.00%(8)December 1, 2036
Other notes payable - miscellaneous(1)
11,870 7,820 VariousVarious
Total$1,170,970 $619,266 
(1) Comprised of various immaterial loans held by Curaleaf International.
(2) In October 2025, the total borrowing capacity under the Needham LOC was increased from $40.0 million to $100.0 million; see section herein titled "Needham Bank" for additional information.
(3) The Company has a seller note payable incurred in connection with the Company’s purchase of a building in Scottsdale, Arizona (the “Scottsdale Note”).
(4) Compounded semi-annually and payable in arrears on June 15th and December 15th of each year.
(5) Compounded monthly and computed daily on the basis of a 360-day year for the actual number of days elapsed for a period of time. Interest and principal payments are payable in arrears and due on the 17th of each month.
(6) Calculated on the basis of a 360-day year. Interest is due on the 6th of each month.
(7) Calculated on the basis of a 360-day year for the actual number of days elapsed for any period of time. Interest is due on the 25th of each month.
(8) Compounded monthly and computed daily on the basis of a 360-day year for the actual number of days elapsed for a period of time. Interest and principal payments are payable in arrears and due on the 23rd of each month.
(9) In February 2026, the Company closed on a private placement of senior secured notes for aggregate gross proceeds of $500.0 million due February 18, 2029. Net proceeds were used to fully repay the Senior Secured Notes – 2026.
(10) In conjunction with the origination of the Senior Secured Notes – 2029, the maturity date of the Amended Needham LOC was extended to February 18, 2029, and the interest rate was amended to 8.99% in accordance with the terms of the Amended and Restated Needham Loan Agreement.
(11) The weighted-average interest rate aligns with the stated interest rates of all credit facilities, except for the miscellaneous category, the impact of which is immaterial.
The Company's interest expense by credit facility for the three and six months ended June 30, 2026 was as follows:
Three months ended June 30, 2026Six months ended June 30, 2026
Credit facilityEffective interest rateStated interest expenseAmortization of debt discount/premium and deferred financing fees
Total interest expense (1)
Stated interest expenseAmortization of debt discount/premium and deferred financing fees
Total interest expense (1)
Senior Secured Notes – 202912.16%$14,336 $602 $14,938 $20,795 $849 $21,644 
Senior Secured Notes – 202710.69%1,187 113 1,300 2,525 194 2,719 
Senior Secured Notes – 20269.30%— — — 4,906 717 5,623 
Amended Needham LOC8.99%766 192 958 1,034 752 1,786 
ABL Facility - EWB Note6.00%182 — 182 362 — 362 
Seller notes payable - Scottsdale Note5.00%50 — 50 101 — 101 
Other notes payable - miscellaneousvarious63 — 63 102 — 102 
$16,584 $907 $17,491 $29,825 $2,512 $32,337 
(1) Total interest expense herein does not encompass interest expense recognized on the Company’s deferred consideration obligations. For the three and six months ended June 30, 2026, the Company recognized interest expense of $0.2 million and $0.3 million, respectively, on its deferred consideration obligations. See Note 4 — Acquisitions for additional information.
The Company's interest expense by credit facility for the three and six months ended June 30, 2025 was as follows:
Three months ended June 30, 2025Six months ended June 30, 2025
Effective interest rateStated interest expenseAmortization of debt discount/premium and deferred financing fees
Total interest expense (1)
Stated interest expenseAmortization of debt discount/premium and deferred financing fees
Total interest expense (1)
Senior Secured Notes – 20269.30 %$9,175 $1,327 $10,502 $18,249 $2,442 $20,691 
Senior Secured Notes – 202710.69 %1,904 94 1,998 3,128 146 3,274 
Bloom Notes – 202510.36 %— — — 127 200 327 
Bloom Notes – 202410.00 %— — — 78 — 78 
Needham LOC7.99 %274 227 501 631 571 1,202 
ABL Facility - EWB Note6.00%182 45 227 376 45 421 
Other notes payable - BHH Note15.00%280 — 280 558 — 558 
Seller notes payable - Scottsdale Note5.00%54 — 54 115 — 115 
Other notes payable - miscellaneousvarious44 — 44 87 — 87 
Other notes payable - VOWL Note4.25%19 — 19 47 — 47 
Other notes payable - NGC Note12.00 %48 — 48 95 — 95 
$11,980 $1,693 $13,673 $23,491 $3,404 $26,895 
(1) Total interest expense herein does not encompass interest expense recognized on the Company’s deferred consideration obligations. For the three and six months ended June 30, 2025, the Company recognized interest expense of $1.0 million and $1.9 million, respectively, on its deferred consideration obligations. See Note 4 — Acquisitions for additional information.
As of June 30, 2026, maturities of the Company's notes payable were as follows:
Fiscal year:Amount
2026 (six months remaining)$28,739 
202730,996 
20281,419 
2029553,317 
2030 and thereafter
4,795 
Total future principal maturities$619,266 
As of June 30, 2026 and December 31, 2025, the carrying values and fair values of the Company's notes payable were as follows:
As of
June 30, 2026December 31, 2025
Carrying Value$619,266 $554,723 
Fair Value638,655 546,068 
The fair values presented above are based on Level 2 inputs. The fair value of the Company's senior secured notes was determined using quoted market information and third-party evaluated pricing. The carrying values of the Company's remaining debt obligations approximate fair value based on Level 2 inputs due to their short-term nature or variable-rate features.
Senior Secured Notes – 2026
In December 2021, the Company closed on a private placement of senior secured notes due 2026 for aggregate gross proceeds of $475.0 million ("Senior Secured Notes – 2026"). The Senior Secured Notes – 2026 were governed by an indenture dated as of December 15, 2021, as subsequently amended and supplemented from time to time. The Base Indenture enabled the Company to issue additional senior secured notes on an ongoing basis as needed, subject to maintaining leverage ratios and complying with other terms and conditions of the Note Indenture. Under the indenture, the notes were secured by first-priority liens on substantially all assets of the Company and certain guarantor entities, subject to customary exceptions.
Redemption of Senior Secured Notes - 2026
On April 30, 2024, in an arm’s length transaction, the Company paid $14.3 million to purchase, for cancellation, Senior Secured Notes – 2026 that had a face value of $15.0 million. The Company also reduced accrued interest by $3.2 million that had been accruing from December 15, 2023 through April 30, 2024 specific to the notes purchased for cancellation.
On July 22, 2025, in an arms-length transaction, the Company paid $2.9 million to purchase, for cancellation, Senior Secured Notes – 2026, that had a face value of $3.2 million. The Company also reduced accrued interest by $0.4 million that had been accruing from June 15, 2025 through July 22, 2025 specific to the notes purchased for cancellation.
On February 18, 2026, the Company consummated the 2026 Refinancing (as defined below), the proceeds from which were used to (i) repay approximately $314.6 million of the Senior Secured Notes – 2026 and (ii) to exchange, on a non-cash basis, with certain participating existing lenders, $142.2 million of the Senior Secured Notes – 2026 for Senior Secured Notes – 2029. As of June 30, 2026, the Company had no outstanding obligation under the Senior Secured Notes – 2026.
Senior Secured Notes – 2027
On January 17, 2025, the Company entered into an agreement (the “Note Exchange Agreement”) with the former owners of Bloom (the “Bloom Lenders”), pursuant to which the Company agreed to accept from the Bloom Lenders, and the Bloom Lenders agreed to transfer to the Company, the Bloom Notes – 2025 in exchange for senior secured notes of the Company with an aggregate principal balance of $67.0 million (the “Senior Secured Notes — 2027”), consisting of the $60.0 million then-outstanding principal of the Bloom Notes – 2025 plus $7.0 million of accrued interest on such notes (the “Note Exchange”). In connection with the Note Exchange, the Company paid in cash (i) $0.6 million, representing the remaining balance of interest accrued on the Bloom Notes – 2025 as of the date of the Note Exchange and (ii) $1.0 million of debt origination fees. The Senior Secured Notes – 2027 mature on January 17, 2027. There are no prepayment penalties on the Senior Secured Notes – 2027.
The Company accounted for the Note Exchange as a debt extinguishment and recognized a loss on extinguishment of debt of $0.3 million, which was recognized during the three months ended March 31, 2025 within Other (expense) income, net on the Condensed Consolidated Statements of Operations (Unaudited).
Senior Secured Notes – 2029
On February 18, 2026, the Company entered into a fourth supplemental indenture to the Base Indenture (together with the Base Indenture, the “2029 Indenture”) to complete the private placement of senior secured notes due February 18, 2029 (the "Senior Secured Notes – 2029"), for aggregate gross proceeds of $500.0 million (the "2026 Refinancing"). In connection with the 2026 Refinancing, approximately $142.2 million principal amount of the Company’s outstanding Senior Secured Notes – 2026 was exchanged for Senior Secured Notes – 2029. The remaining outstanding $314.6 million principal amount of the Company's outstanding Senior Secured Notes – 2026 were repaid using proceeds from the issuance of the Senior Secured Notes – 2029, together with the settlement of approximately $6.5 million of accrued interest.
The 2029 Indenture permits the Company to issue additional senior secured notes on an unlimited basis, subject to compliance with the incurrence covenants and other terms of the 2029 Indenture. The principal restrictions on incurring additional indebtedness require that, on a pro forma basis after giving effect to such incurrence, (i) the consolidated fixed charge coverage ratio is at least 2.5:1, (ii) consolidated indebtedness to consolidated EBITDA does not exceed 4:1 and (iii) no Default or Event of Default exists. In addition, the 2029 Indenture permits the Company to grant a more senior lien to secure up to $100.0 million of additional financing from commercial banks for revolving credit loans, provided that, such credit facilities bear interest at a rate lower than the Senior Secured Notes – 2029 and immediately following such incurrence, consolidated secured indebtedness to consolidated EBITDA does not exceed 3:1 and all other conditions under the 2029 Indenture are satisfied. The Company and certain guarantor entities are required to grant a first‑priority security interest in substantially all of their assets, including after‑acquired property, subject to Excluded Property and Permitted Liens.
Amounts paid to holders of the Senior Secured Notes – 2026 that did not participate in the refinancing were accounted for as debt extinguishments. Based on this assessment, the portions of the 2026 Refinancing involving continuing lenders were accounted for as debt modifications, including the exchange of approximately $142.2 million principal amount of Senior Secured Notes – 2026 for Senior Secured Notes – 2029 and certain cash settlements and issuances involving continuing holders that did not qualify as debt extinguishments under ASC 470-50. Amounts paid to non-participating holders, including approximately $78.8 million principal amount of Senior Secured Notes – 2026, were accounted for as debt extinguishments. The remaining Senior Secured Notes – 2029 were issued to new lenders and accounted for as new debt. The Company had approximately $4.7 million of unamortized deferred financing costs and debt discounts related to the Senior Secured Notes – 2026, of which $1.8 million continues to be amortized over the term of the Senior Secured Notes – 2029, while $2.9 million was written off and recognized as a loss on debt extinguishment within Other (expense) income, net on the Condensed Consolidated Statements of Operations (Unaudited). In connection with the 2026 Refinancing, the Company incurred approximately $8.1 million of deferred financing fees and debt discounts, of which $1.5 million was expensed as incurred and recognized within Other (expense) income, net on the Condensed Consolidated Statements of Operations (Unaudited) and $6.6 million was capitalized as debt issuance costs to be amortized over the term of the Senior Secured Notes – 2029. The Company recognized total expense of $4.5 million from loss on debt extinguishments,
consisting primarily of the write-off of unamortized deferred financing costs and third party debt issuance costs related to the refinancing.
The Senior Secured Notes – 2029 issued in transactions accounted for as debt extinguishments were initially recognized at fair value on the issuance date. The Company determined that the fair value of the Senior Secured Notes – 2029 was equal to par value, or $500.0 million in the aggregate, based on the observed arm’s-length issuance price in the private placement. The notes were issued at 100% of principal, with no original issue discount, and the terms were determined through arm’s-length negotiations between the Company and the agents. The fair value measurement on the issuance date would be classified within Level 2 of the fair value hierarchy because the measurement was based on observable inputs, principally the contemporaneous arm’s-length issuance price and market-negotiated coupon for debt with the Company’s credit profile and terms, and there was no quoted price in an active market for the identical instrument on the measurement date. The notes will be carried at amortized cost and related debt issuance costs and lender fees will be amortized to interest expense over the term of the notes using the effective interest method.
The Senior Secured Notes – 2029, inclusive of accrued and unpaid interest, may be redeemed early, subject to a prepayment premium as follows:
Loan yearPrepayment redemption prices
August 18, 2027 to February 17, 2028
105.8%
February 17, 2028 and thereafter
100.0%
Related Party Transaction
Holders of the Senior Secured Notes – 2029 include Medtech International Group LLC (“Medtech”), an entity wholly-owned by the CEO and Chairman. Medtech subscribed to $1.0 million of the Senior Secured Notes – 2029. Medtech’s subscription is characterized as a related party transaction
Needham Bank
On November 6, 2024, the Company entered into a loan agreement (the “Needham Loan Agreement”) with Needham Bank (“Needham”), establishing a revolving line of credit for up to $40.0 million (the “Needham LOC”), with an option to request up to an additional $20.0 million, beginning May 6, 2026, subject to Needham’s discretion and credit approval process.
On October 10, 2025, the Company entered into an amended and restated loan agreement with Needham (the “Amended and Restated Needham Loan Agreement”) to refinance the Needham LOC. As part of the refinancing, the total borrowing capacity under the Needham LOC was increased from $40.0 million to $100.0 million (the “Amended Needham LOC”), and the maturity date was extended to October 10, 2026. The unused capacity at June 30, 2026 was $46.3 million. The Amended Needham LOC remains secured by a first-priority lien on senior mortgages, guarantees of the Company’s U.S. subsidiaries and a parent guaranty limited to the Company’s U.S. assets. Proceeds may be utilized for general corporate purposes, including working capital and operational expenses, as well as to reduce outstanding principal balances of certain Indebtedness (as defined in the Amended Needham LOC). The Amended Needham LOC is subject to certain debt covenants including maintaining a post-incurrence debt service coverage ratio of 1.5:1 as well as covenants related to appraised fair value of mortgaged properties (subject to an 80% LTV constraint), receivables and cash, net of reserves.
The Amended and Restated Needham Loan Agreement contains contractual provisions that are automatically triggered upon the consummation of certain refinancing transactions. In connection with the February 18, 2026 issuance of the
Company’s Senior Secured Notes – 2029, the Amended and Restated Needham Loan Agreement was automatically amended, extending the maturity date to February 18, 2029, and increasing the stated interest rate from 7.99% to 8.99%.
Tangela Holdings, LTD
On June 11, 2024, the Company entered into a loan agreement (the “NGC Note”) with Tangela for $1.6 million to fund bulk purchases of cannabis for resale by NGC, a subsidiary of the Company. The NGC Note, as most recently amended on March 11, 2025, matured as scheduled, and on July 1, 2025, the Company settled the loan in full.
Asset-based revolving credit facility
On August 25, 2023, the Company entered into an asset-based revolving credit facility (the “ABL Facility”) with EWB that provided for borrowings up to $6.5 million and immediately drew down $6.5 million (the “EWB Note”). The EWB Note had a maturity date of August 25, 2024. On March 26, 2024, the Company signed an agreement (the “1st Change in Terms Agreement”), increasing the ABL Facility to $10.0 million and extending the maturity date of the EWB Note to August 25, 2025. On June 14, 2024, the Company executed an amendment to the 1st Change in Terms Agreement, increasing the ABL Facility by an additional $2.0 million to $12.0 million. On September 2, 2025, the Company executed Amendment No. 3 to its Loan Agreement with East West Bank, extending the maturity date to August 25, 2026. No other changes were made to the ABL Facility.
The ABL Facility is secured by the Company's deposit accounts at EWB, and as such, the Company's balance in the EWB deposit accounts is classified as restricted cash on the Condensed Consolidated Balance Sheets (Unaudited) as of June 30, 2026 and December 31, 2025.
Covenant compliance
As of June 30, 2026, the Company was in compliance with all financial covenants within each credit facility, and the Company did not observe evidence of any cross-defaults.