Curaleaf Holdings, Inc.TSX: CURA

Curaleaf Confirms Effective Date of Reverse Stock Split

· Issued by Curaleaf Holdings, Inc. via PR Newswire
Watch Curaleaf explain itCuraleaf Holdings, Inc. (CURA) Q2 2026 Earnings Call · Replay · Aug 5

STAMFORD, Conn., June 3, 2026 /PRNewswire/ -- Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf" or the "Company"), a leading international provider of consumer cannabis products, today confirms that the previously announced 1-for-3 reverse stock split of its subordinate voting shares (the "Reverse Stock Split") will become effective on June 5, 2026.

Upon completion of the Reverse Stock Split, the Company's subordinate voting shares will continue to trade on the TSX under the symbol "CURA" and under the new CUSIP number 23126M300.

The Company will not be issuing fractional post-Reverse Stock Split subordinate voting shares in connection with the Reverse Stock Split. Where the Reverse Stock Split would otherwise result in a shareholder being entitled to a fractional subordinate voting share, the number of post- Reverse Stock Split subordinate voting shares issued to such holder of subordinate voting shares shall be rounded up or down to the nearest whole number of subordinate voting shares.

The Company currently has 698,731,895 subordinate voting shares outstanding and, assuming no additional subordinate voting shares are issued prior to the Reverse Stock Split, the Reverse Stock Split will reduce the issued and outstanding subordinate voting shares to approximately 232,910,632 subordinate voting shares.

A letter of transmittal (a "Letter of Transmittal") with respect to the Reverse Stock Split has been mailed to registered shareholders of the Company. All registered shareholders will be required to deliver their certificate(s) or direct registration advice(s) representing pre-Reverse Stock Split subordinate voting shares along with a completed Letter of Transmittal to the Company's transfer agent, Odyssey Trust Company ("Odyssey"), in accordance with the instructions provided in the Letter of Transmittal. Additional copies of the Letter of Transmittal can be obtained through Odyssey. All shareholders who submit a duly completed Letter of Transmittal along with their pre-Reverse Stock Split subordinate voting shares certificate(s) or direct registration advice(s) to Odyssey will receive a post-Reverse Stock Split subordinate voting share certificate or direct registration advice. Shareholders who hold their subordinate voting shares through a broker or other intermediary and do not have subordinate voting shares registered in their name will not need to complete a Letter of Transmittal. Beneficial shareholders who have questions regarding how their subordinate voting shares will be processed in connection with the Reverse Stock Split should contact their intermediaries.

As part of the Reverse Stock Split, the Company will also effect a concurrent consolidation of its multiple voting shares upon the same 1-for-3 consolidation ratio so as to maintain and preserve the relative rights of the holders of the shares of each class of shares of the Company.

For more information, investors can review Curaleaf's Reverse Stock Split FAQ page here: LINK

About Curaleaf Holdings
Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf") is a leading international provider of consumer products in cannabis with a mission to enhance lives by cultivating, sharing and celebrating the power of the plant. As a high-growth cannabis company known for quality, expertise and reliability, the Company and its brands, including Curaleaf, Select, Grassroots, Find, Dark Heart, and Anthem provide industry-leading service, product selection and accessibility across the medical and adult use markets. Curaleaf International is powered by a strong presence in all stages of the supply chain. Its unique distribution network throughout Europe, Canada and Australasia brings together pioneering science and research with cutting-edge cultivation, extraction and production. Curaleaf is listed on the Toronto Stock Exchange under the symbol CURA and trades on the OTCQX market under the symbol CURLF. For more information, please visit https://ir.curaleaf.com.

Forward Looking Statements
This media advisory contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward–looking statements or information. Generally, forward-looking statements and information may be identified by the use of forward-looking terminology such as "plans", "expects" or "proposed", "is expected", "intends", "anticipates", or "believes", or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. More particularly and without limitation, this news release contains forward-looking statements and information concerning the Reverse Stock Split. Such forward-looking statements and information reflect management's current beliefs and are based on assumptions made by and information currently available to the company with respect to the matter described in this new release. Forward-looking statements involve risks and uncertainties, which are based on current expectations as of the date of this release and subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Additional information about these assumptions and uncertainties is contained under "Risk Factors and Uncertainties" in the Company's latest annual information form filed on February 26, 2026, which is available under the Company's SEDAR profile at http://www.sedar.com, and in other filings that the Company has made and may make with applicable securities authorities in the future. Forward-looking statements contained herein are made only as to the date of this press release and we undertake no obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law. We caution investors not to place considerable reliance on the forward-looking statements contained in this press release. The Toronto Stock Exchange has not reviewed, approved or disapproved the content of this news release.

Investor Contact:
Curaleaf Holdings, Inc.
Camilo Lyon, Chief Investment Officer
IR@curaleaf.com

Media Contact:
MATTIO Communications
MattioCuraleaf@Mattio.com

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Attached document

Contents
  1. Curaleaf Reverse Stock Split FAQ # May 26, 2026 · page 1
  2. 1. What is a reverse stock split? · page 1
  3. 2. What will happen to the price per share after the split, and how will it impact my ownership percentage? · page 1
  4. 3. Why is Curaleaf implementing a reverse stock split? · page 1
  5. curaleaf · page 2
  6. 4. Did shareholders approve this reverse stock split? · page 2
  7. 5. When does the reverse stock split take effect? · page 2
  8. 6. I hold Curaleaf shares in multiple brokerage accounts. How will my fractional shares be handled? · page 2
  9. 10. Do shareholders need to take any action? · page 2
  10. curaleaf · page 3
  11. 11. Will the reverse stock split affect my cost basis or create a taxable event? · page 3
  12. 12. Who should I contact if I have questions about my shares? · page 3
  13. Investor Contact: · page 3
  14. IR@curaleaf.com · page 3

Page 1

Curaleaf Reverse Stock Split FAQ # May 26, 2026

PRESS RELEASE: Curaleaf Announces 1-for-3 Reverse Stock Split in Preparation for U.S. Stock Exchange Uplisting

1. What is a reverse stock split?

1. What is a reverse stock split?

• A reverse stock split combines a set number of existing shares into a smaller number of new shares. In a one-for-three reverse stock split, every three subordinate voting shares will automatically convert into one share.

• The company is implementing a one-for-three reverse stock split of its subordinate voting shares, meaning every three outstanding shares will automatically combine into one share. As a result, shareholders will own fewer shares, but each share will have a proportionally higher value. While this reduces the total number of shares outstanding, it does not change the company’s overall market capitalization.

• Curaleaf’s reverse stock split is being done in consultation with major U.S. exchanges, to ensure Curaleaf is prepared for uplisting.

2. What will happen to the price per share after the split, and how will it impact my ownership percentage?

• Shareholders will maintain the same ownership percentage in the company following the reverse stock split.

• The total market value of your holdings, excluding fractional shares, will remain unchanged immediately following the reverse stock split. For example, if you owned 300 shares at $1.20 per share before the split, your investment would be worth $360. After the split, you would own 100 shares at approximately $3.60 per share, representing the same total value.

• The reverse stock split will reduce the number of issued and outstanding subordinate voting shares and is expected to increase the trading price per share.

3. Why is Curaleaf implementing a reverse stock split?

• Curaleaf has orchestrated the reverse stock split to align with the share price requirements of major U.S. stock exchanges, to ensure stock readiness for uplisting.

• Medical cannabis rescheduling at the federal level has created a potential pathway toward uplisting to a major U.S. exchange, and this step is part of a broader effort to enhance Curaleaf’s readiness for that opportunity, if and when it arises.

• It is intended to ensure the company’s shares trade above limits set by certain retail brokerage firms, and to broaden institutional investor participation.

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• Most major exchanges have minimum stock price requirements, so the reverse stock split increases the company’s share price without changing overall market value.

4. Did shareholders approve this reverse stock split?

• No, as the corporate statute governing Curaleaf does not require shareholders to approve this reverse stock split, and only requires approval by the Board of Directors.

• The Toronto Stock Exchange (the “TSX”) has also provided conditional approval.

5. When does the reverse stock split take effect?

• The reverse stock split has received TSX conditional approval, and it is expected to take effect on or about June 5, 2026.

6. I hold Curaleaf shares in multiple brokerage accounts. How will my fractional shares be handled?

• Curaleaf will not be issuing fractional post-reverse stock split subordinate voting shares in connection with the reverse stock split.

• Where the reverse stock split would otherwise result in a shareholder being entitled to a fractional subordinate voting share, the number of post-reverse stock split subordinate voting shares issued to such holder of subordinate voting shares will be rounded up or down to the nearest whole number of subordinate voting shares.

10. Do shareholders need to take any action?

• Yes, if you are a registered shareholder. You are a registered shareholder if you own your shares via a physical share certificate, or via a book-entry statement on the company’s direct registration system maintained by the company’s transfer agent (also called a “direct registration system advice”). If you own your shares through a broker, bank, trust company or other financial intermediary, you do not need to take any action.

• A letter of transmittal with respect to the reverse stock split will be mailed to registered shareholders of the company.

• All registered shareholders will be required to deliver their certificate(s) or direct registration advice(s) representing pre-reverse stock split subordinate voting shares along with a completed Letter of Transmittal to the company's transfer agent, Odyssey Trust Company ("Odyssey"), in accordance with the instructions provided in the letter of transmittal.

• Additional copies of the Letter of Transmittal can be obtained through Odyssey using the contact information below.

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• All shareholders who submit a duly completed letter of Transmittal along with their pre-reverse stock split subordinate voting shares certificate(s) or direct registration advice(s) to Odyssey will receive a post-reverse stock split subordinate voting share certificate or direct registration advice.

• Shares held through a broker, bank, or other financial intermediary will be adjusted automatically, without any action required by beneficial shareholders.

11. Will the reverse stock split affect my cost basis or create a taxable event?

• A one-for-three reverse stock split is generally not expected to be taxable for U.S. or Canadian shareholders. Your total cost basis will remain unchanged, but it will be spread across fewer shares, increasing your cost basis per share.

12. Who should I contact if I have questions about my shares?

• You can contact Odyssey Trust Company, which will act as the depositary.

o By email at: corp.actions@odysseytrust.com

o By regular mail at:

Trader’s Bank Building

Hand or Courier 1100 – 67 Yonge St

Toronto, ON M5E 1J8

Attn: Corporate Actions

Tax Disclaimer: Prospective investors should be aware that the purchase of securities of the Company or any entity related thereto may have tax consequences both in Canada and internationally. The Company assumes no responsibility for the tax consequences of any investment in the securities of the Company. Each prospective investor is strongly encouraged to consult its own tax advisor concerning any purchase of securities of the Company or any entity related thereto and the holding and disposition of any such securities. This document does not address the tax consequences of the purchase, ownership or disposition of any such securities

Investor Contact:

Curaleaf Holdings, Inc.

Camilo Lyon, Chief Investment Officer

IR@curaleaf.com

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