v3.26.3
Acquisitions
 9 Months Ended
Sep. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Acquisitions
Note 4 — Acquisitions
2026 Acquisitions
Cannabis Haven
On July 16, 2026, the Company, through its subsidiary Curaleaf Maine Adult Use, Inc., obtained control of the Cannabis Haven retail operations through management agreements entered into concurrently with a stock purchase agreement to acquire 100% of the equity interests of Haven Corporation and a membership interest purchase agreement to acquire 100% of the equity interests of 20 Union Street Auburn Maine CH LLC (together "Cannabis Haven"). The acquired assets are intended to support the continued expansion of the Company's domestic footprint. Each acquired set met the definition of a business and the transactions were accounted for as business combinations with an acquisition date of July 16, 2026. Legal closing occurred on September 18, 2026, following regulatory approval from the State of Maine, at which time both entities became wholly owned subsidiaries of the Company. The two acquisitions are presented together as Cannabis Haven. Total consideration was approximately $13.4 million, consisting of cash and seller promissory notes.
The following table presents the preliminary fair value of the assets acquired and liabilities assumed in the acquisition of Cannabis Haven as of the acquisition date and an allocation of the consideration to net assets acquired:
Cannabis Haven
Cash$515 
Inventories2,250 
Licenses6,856 
Trade name1,360 
Goodwill5,743 
Liabilities assumed(3,367)
Net assets acquired$13,357 
Consideration paid in cash, net of working capital adjustments (1)
$6,907 
Seller promissory note (2)
6,450 
Total consideration$13,357 
Cash outflow, net of cash acquired$6,392 
(1) Includes base cash payment of $6.5 million, adjusted for working capital, cash and cash equivalents held at the acquisition date, interest on the seller promissory note for the interim period, and other closing adjustments. $5.9 million was paid on October 1, 2026 and is included in accrued expenses and other current liabilities at September 30, 2026.
(2) The seller promissory note has a face value of $6.5 million, bears interest at 8% per annum and is payable quarterly over 2 years. Fair value was determined using a 9% market interest rate.
Intangible assets consist of cannabis licenses and trade names with fair values of $6.9 million and $1.4 million, respectively, and weighted-average useful lives of 13.4 years and 3.0 years, respectively. The purchase price allocation is preliminary and subject to measurement period adjustments, which end no later than one year from the acquisition date.

During the three and nine months ended September 30, 2026, the Company incurred acquisition-related costs of approximately $0.1 million, which are included in selling, general and administrative expense.
Revenue and net income from the acquisition included in the Condensed Consolidated Statements of Operations (Unaudited) for the three months ended September 30, 2026 was $4.4 million and less than $0.1 million, respectively.
2025 Acquisitions
The Company did not consummate any individually material acquisitions during the three and nine months ended September 30, 2025.
Contingent consideration
Contingent consideration recorded relates to the Company's business combinations and asset acquisitions. As discussed in Note 3 — Significant accounting policies, contingent consideration payable is subject to significant judgment and
estimates, such as projected future revenue. See Note 27 — Fair value measurements for further discussion surrounding the inputs utilized in the fair value of contingent consideration.
The changes in the Company's contingent consideration liability as of September 30, 2026 and December 31, 2025 were as follows:
EMMAC(1)
NGC(2)
Total
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 consideration306 335 641 
Effect of exchange rate differences215 — 215 
Gain (loss) on contingent consideration not paid— 88 88 
Total contingent consideration liability, December 31, 2025
3,358 — 3,358 
Revaluation of contingent consideration351 — 351 
Effect of exchange rate differences(43)— (43)
Total contingent consideration liability, September 30, 2026
3,666 — 3,666 
Contingent consideration liability - net of current$3,666 $— $3,666 
(1) Contingent on the ability of Curaleaf International Holdings Limited ("Curaleaf International") to obtain a recreational cannabis license in Europe, payable in both cash and SVS upon achievement.
(2) Contingent obligation was tied to Northern Green Canada ("NGC") achieving certain margin targets during the fiscal year ending December 31, 2024.
Deferred consideration
The changes in the Company's deferred consideration liability as of September 30, 2026 and December 31, 2025 were as follows:
Tryke(1)
NRPC(2)
Curaleaf Poland(3)
Four20 Pharma (5)
Other(4)
Total
Total deferred consideration liability, December 31, 2024
$32,564 $2,000 $504 $— $— $35,068 
Deferred consideration recognized on acquisition— — — — 920 920 
Accretion of interest on deferred consideration2,436 — — — — 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 
Deferred consideration recognized on acquisition— — — 14,197 — 14,197 
Accretion of interest on deferred consideration— — — 316 184 500 
Effect of exchange rate differences— — — (230)1 (229)
Change in fair value on deferred consideration paid— — — — (785)(785)
Post-closing purchase price adjustment— (182)— — — (182)
Cash payments of deferred consideration— (1,693)— (7,205)(366)(9,264)
Total deferred consideration liability, September 30, 2026
— 125 — 7,078 — 7,203 
Less: Deferred consideration liability - current— (125)— (7,078)— (7,203)
Deferred consideration liability as of September 30, 2026
$— $— $— $— $— $— 
(1) Related to the second and third anniversary payment due from the Company to the sellers of Tryke that was settled-in-full by October 2025.
(2) 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 for potential tax exposure, (of which $1.1 million was released in August 2026, and the remaining $0.1 million is scheduled to be released in 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.
(3) 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.
(4) Incurred in connection with an individually immaterial acquisition consummated during the second quarter of 2025 within the Company’s international operations.
(5) Represents cash consideration of $14.2 million withheld in connection with the acquisition of the remainder of Four20 Pharma GmbH ("Four20 Pharma"). $7.2 million was paid in August 2026, with the remaining $7.2 million scheduled to be paid out in November 2026. Refer to Note 18 — Temporary equity and redeemable non-controlling interests for further details.