Mr. Boris Jordan reports

CURALEAF ANNOUNCES STRATEGIC REFINANCING WITH PROPOSED US$500 MILLION SENIOR SECURED NOTES OFFERING

Curaleaf Holdings Inc. has received commitments for a private placement of $500-million (U.S.) aggregate principal amount of 11.5 per cent senior secured notes due Feb. 1, 2029. The company intends to use the proceeds from the offering to refinance its existing $475-million (U.S.) senior secured notes due Dec. 15, 2026 ($457-million of which is currently outstanding). The balance will provide incremental capital to support global growth initiatives, and to pay transaction fees and expenses.

The non-dilutive notes, which will be issued at 100 per cent of face value, will be senior secured obligations of the company bearing interest at a rate of 11.5 per cent per annum, payable semi-annually in equal instalments until the maturity date, unless earlier redeemed or purchased. The notes will be governed by a trust indenture to be supplemented on closing of the offering, which permits additional note issuances subject to leverage covenants and other terms and conditions, as well as up to $100-million (U.S.) of senior bank financing. The offering is expected to close on or about Feb. 18, 2026, subject to customary closing requirements.

"Strong demand from both new and existing investors has delivered a meaningfully oversubscribed offering that refinances and surpasses our prior commitments, ranking this as the largest note offering in the U.S. cannabis industry to date. There are 10 first-time cannabis lenders committed in this transaction, which demonstrates the institutional investor confidence in the Curaleaf story buoyed by the exceptional marketing efforts of the placement agents led by Seaport Global Securities," said Boris Jordan, chairman and chief executive officer of Curaleaf. "This transaction strengthens our balance sheet, extends maturities to 2029 and provides ample flexibility to pursue high-return global growth opportunities, reinforced by our robust and consistent cash generation. With this strategic priority nearing completion, we are well positioned to execute on our long-term growth strategies with strong institutional backing."

The notes are being offered on a private placement basis in certain provinces and territories of Canada pursuant to applicable exemptions from the prospectus requirements of Canadian securities laws. The notes to be issued will be subject to a customary four-month hold period under Canadian securities laws.

About Curaleaf Holdings Inc.

Curaleaf Holdings 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.

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