Acquisitions (Tables)

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
Inventories	2,250
Licenses	6,856
Trade name	1,360
Goodwill	5,743
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.

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 consideration	306		335		641
Effect of exchange rate differences	215		—		215
Gain (loss) on contingent consideration not paid	—		88		88

Total contingent consideration liability, December 31, 2025	3,358		—		3,358


Revaluation of contingent consideration	351		—		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.

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 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
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.