Curaleaf announces the closing of a private placement of $500 million of 11.5% senior secured notes due 2029.

STAMFORD, Conn., Feb. 19, 2026. /PRNewswire/ — Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) (“Curaleaf” or the “Company”), a leading international supplier of consumer cannabis products, today announced that it has closed a previously announced private placement (the “Offering”) of $500 million in aggregate principal amount of 11.5% due February 2218 (unsecured due 2218). Redemption of $475 million of its previously outstanding notes due December 15, 2026. The Company intends to use the net proceeds from the Offering to provide growth capital to support global growth initiatives and to pay transaction fees and expenses.

The non-dilutive notes, issued at 100% par value, are senior secured obligations of the Company, payable in equal semi-annual installments until maturity, unless earlier redeemed or purchased. The Notes are governed by a trust indenture executed at the closing of the Offering, which permits additional issuances subject to leverage covenants and other conditions, and up to $100 million in senior bank financing.

“The successful closing of this landmark private placement provides a strong endorsement of Curaleaf’s strategy and long-term vision. I am exceptionally proud of our team for delivering the largest bond offering completed in the cannabis industry, expanding the world of institutional investors and strengthening Curaleaf’s leadership position in the industry,” said Chair BorisCE. With an extended runway to 2029 and enhanced capital flexibility, we are well positioned to accelerate our global expansion and capture key strategic opportunities in the international hemp market.

The notes have been offered on a private placement basis in certain Canadian provinces and territories pursuant to applicable exemptions from the prospectus requirements of Canadian securities laws. The Notes were also sold in the United States for the account or benefit of “US persons” (as defined in the United States Securities Act of 1933, as amended (the “US Securities Act”)), on a private placement basis to “qualified institutional buyers” and “accredited investors” pursuant to an exemption from the requirements of the US Securities Registration Act. Under Canadian securities law, the issued securities are subject to a customary four-month hold period.

Seaport Global Securities, LLC acted as lead underwriting agent and ATB Cormark Capital Markets (the “Agents”) acted as co-underwriting agent for the Notes in the United States and Canada, respectively.

No securities regulatory authority has approved or disapproved the content of this news release. The Notes have not been and will not be registered under the US Securities Act or state securities laws. Accordingly, the notes have not been offered or sold in the United States or for the account or benefit of “US persons” except as registered under the US Securities Act and applicable state securities laws or pursuant to exemptions from the registration requirements of the US Securities Act and applicable state securities laws.

This news release does not constitute an offer to sell or a solicitation of an offer to buy securities of the Company in any jurisdiction where such offer, solicitation or sale would be illegal.

About Curaleaf Holdings

Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) (“Curaleaf”) is a leading international provider of consumer cannabis products with a mission to improve 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 and Anthem, provide industry-leading service, product selection and access to the medical and adult use markets. Curaleaf International is powered by a strong presence at all stages of the supply chain. Its unique distribution network across Europe, Canada and Australasia combines advanced science and research with advanced cultivation, extraction and manufacturing. Curaleaf is listed on the Toronto Stock Exchange under the symbol CURA and trades on the OTCQX under the symbol CURLF. For more information, visit https://ir.curaleaf.com.

Original press release

Published by NCV Newswire

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It Public Hemp Company Revenue and Earnings Trackingrun by New Cannabis Ventures, ranks the leading cannabis companies. This update is our first since mid-August when we previewed Q3 reports.

Tracking rules

This data-driven, fact-based search engine will be continually updated based on new financial filings so readers can stay up-to-date. Companies must file with the SEC or SEDAR and be current to be considered for inclusion. When we launched this resource in May 2019, companies with more than $2.5 million in quarterly revenue qualified. As the industry has grown and as more companies have gone public, we have raised the minimum several times, including $5 million in October 2019, $7.5 million in June 2020, up to $10 million in November 2020, $12.5 million in August 2021, $12.5 million in August 2021, and $202 in September 2021. million dollars. hemp industry, we raised the minimum again in May 2024. The senior list has a minimum of US$50 million (C$68.3 million) and the junior list now has a minimum of US$25 million (C$34.2 million).

Note on adjusted operating income

In May 2019, we added an additional measure, Adjusted Operating Income, which we detailed in our newsletter. The calculation takes reported operating income and adjusts it for any changes in the fair value of biological assets required under IFRS accounting. We believe this adjustment improves comparability between companies under IFRS and GAAP accounting. We note that operating income can often include one-time items such as stock compensation, inventory write-offs or public listing costs, and we encourage readers to understand how these non-cash items may impact quarterly financials. Many companies have moved from IFRS to US GAAP accounting, which has reduced our need to make adjustments. Please note that our rating only includes actual reported income and non pro forma income. We also note that companies with non-hemp operations must provide segment-level financial statements detailing not only revenue but also operating profit in order for their operating profit to be included in the tracking. Currently, Aurora Cannabis (NASDAQ: ACB ) (TSX: ACB ), Jazz Pharma (NASDAQ: JAZZ ) and Tilray (TSX: TLRY ) (NASDAQ: TLRY ) do not provide this information.

Tracker inclusion updates

At the time of our last update on October 21st, 19 companies were eligible for inclusion on the senior lists, including 14 in USD and 5 in Canadian currency, while there were 12 companies on the junior lists. Now, 15 companies denominated in US dollars and 4 denominated in Canadian dollars qualify for the senior lists, for a total of 19 now. The junior list includes 9 companies denominated in US dollars and 2 in Canadian dollars. Tracking public cannabis company revenue and earnings on a combined basis now includes 30 companies. American Junior List lost Scotts Miracle-Gro exits, including Hawthorne Gardening, when it reported its fiscal quarter due to its expected divestment. In Canada, Organigram (NASDAQ: OGI ) (TSX: OGI ) moved from the Senior List to the Junior List.

Companies that have reported since mid-November are included

Many of these companies are in December year-end and year-end reporting for them will begin very soon. There are several companies that have reported since the third quarter reports were released in November.

Senior and Junior – US Dollar Report

Neither company has yet reported Q3, but a flurry of updates begins next week. Tilray brands (NASDAQ: TLRY ) (TSX: TLRY ) reported its fiscal third quarter in early January. The diversified company grew its cannabis business 3% year over year as it grew 5% sequentially.

Several of the Big 5 MSOs have scheduled calls for their Q4 financial reports, although GTI has changed its policy and will not host any for now. Here is the current outlook of all of them.

• Curaleaf (OTC: CURLF ) (TSX: CURA ) – revenue is expected to decline 1% year-over-year to $328.3 million, with adjusted EBITDA of $66.9 million, a 12% decline.
• Green Thumb Industries (OTC: GTBIF ) (CSE: GTII ) – revenue is expected to increase 1% year over year to $296.1 million and adjusted EBITDA is expected to decline 20% to $78.6 million.
• Trulieve (OTC: TCNNF ) (CSE: TRUL ) – Revenue is expected to decline 1% year-over-year to $296.5 million and adjusted EBITDA is expected to decline 8% to $95.9 million.
• Verano Holdings (OTC: VRNO ) (NEO: VRNO ) – revenue is expected to decline 6% to $205.9 million and adjusted EBITDA is expected to decline 10% to $56.7 million.
• Cresco Labs (OTC: CRLBF ) (CSE: CL ) – Revenue is expected to decline 9% to $160.9 million and adjusted EBITDA is expected to decline 12% to $36.3 million.

Senior and Junior – Canadian Dollar Report

Since the November 3rd quarter reports, High Tide (NASDAQ: HITI ) (TSXV: HITI ), Aurora Cannabis (NASDAQ: ACB ) (TSX: ACB ), Canopy Growth (NASDAQ: CGC ) (TSX: WEED ) and Organigram Global (NASDAQ: OGITS ) have filed to list (NASDAQ: OGITS ). Revenue grew sequentially for each of them except Organigram.

One of Canada’s senior listed members, SNDL, has yet to schedule its quarterly call.

The Public Cannabis Company Earnings Tracker by New Cannabis Ventures is not a recommendation of any company, and you should not use it as investment advice. A tilde next to a date means an approximate date. All calculations are derived from SEC or SEDAR filings. Any questions or licensing inquiries please contact us.

Did you miss something? Catch them all! Cannabis Revenue Tracking Updates.

Based in Houston, Alan leverages his experience as an online community founder 420 Investorthe first and still the largest due diligence platform focused on publicly traded stocks in the cannabis industry. With his extensive network in the cannabis community, Alan continues to find new ways to connect the industry and facilitate its sustainable growth. time New Cannabis Ventureshe is responsible for content development and strategic alliances. Before turning his attention to the cannabis industry in early 2013, Alan, who began his career on Wall Street in 1986, worked as an independent research analyst with more than two decades of research and portfolio management experience. A prolific writer, with over 650 articles published since 2007 Looking for Alphawhere he has 70,000 followers, Alan is a frequent speaker at industry conferences and frequent source Media including the NY Times, Wall Street Journal, Fox Business and Bloomberg TV. Contact Alan. Twitter: |: Facebook |: LinkedIn: |: El

You are reading this week’s edition of New Cannabis Ventures, a weekly magazine we have published since October 2015. The newsletter includes unique insight to help our readers stay ahead of the curve, as well as links to the most important news of the week. We no longer email them like we used to, but post this and all newsletters on our website here.

friends,

The Global Hemp Stock Index closed 2/11 at 5.69, down 3.4% in February and 13.7% year-to-date in 2026. Since April 30, 2024, it has fallen by 51.4%. The index peaked at 92.48 five years ago and has since declined 93.9%.

Many are keeping an eye on the AdvisorShares Pure US Cannabis ETF (NYSE Arca: MSOS ) and it is down 16.1% so far in 2026, and since 4/30/24 the decline has been a massive 64.8% to its current $3.96. That’s only slightly higher than $3.81, where it ended 2024, and well above the all-time low of $2.02 set in April of last year. The ETF currently has about 2/3 of its portfolio in just three MSOs. Including four other positions above 5%, the top 7 represent 93.6% of MSOS.

Cannabis stocks are clearly under pressure. The 27 stocks in the Global Hemp Stock Index were mostly lower, although two of the stocks rose more than 15%, Scotts Miracle-Gro and Turning Point Brands. Neither of these two companies exclusively serve the hemp industry. 7 stocks fell by more than 20%, three of which fell by more than 44%.

A few companies reported quarters that ended 12/31, but most of the companies in the index had their year ending and will report them later this month. I’ll share a preview before then. I don’t think financial statements are what it will take to make things right for hemp stocks. Instead, it requires a rearrangement that will result in termination 280E taxwhich I discuss in this weekly newsletter from late 2022. The good news is that it is still potentially alive. I continue to suggest that it should not be assumed that this will happen. It should happen, and it would be good if it happened. Good luck to all consumers, medical patients, industry workers and investors.

Sincerely,

Alan:

New Cannabis Ventures publishes curated articles as well as exclusive news. Here is what we have published in the last 2 weeks.

Exclusives

Cannabis sales fell in January

Hemp stocks are off to a bad start in 2026

Illinois provides another cannabis update

Capital increase

Canadian LP Decibel extends debt

Trulieve owes another $60 million

Follow Alan for real-time updates X.com:. Share and discover industry news with like-minded people on the largest group of cannabis investors and entrepreneurs LinkedIn:.

View: Public Hemp Company Revenue and Earnings Trackingwhich ranks the highest-earning hemp stocks.

Stay on top of the most important communications from public companies by watching what’s coming cannabis investor calendar.

Based in Houston, Alan leverages his experience as an online community founder 420 Investorthe first and still the largest due diligence platform focused on publicly traded stocks in the cannabis industry. With his extensive network in the cannabis community, Alan continues to find new ways to connect the industry and facilitate its sustainable growth. time New Cannabis Ventureshe is responsible for content development and strategic alliances. Before turning his attention to the cannabis industry in early 2013, Alan, who began his career on Wall Street in 1986, worked as an independent research analyst with more than two decades of research and portfolio management experience. A prolific writer, with over 650 articles published since 2007 Looking for Alphawhere he has 70,000 followers, Alan is a frequent speaker at industry conferences and frequent source Media including the NY Times, Wall Street Journal, Fox Business and Bloomberg TV. Contact Alan. Twitter: |: Facebook |: LinkedIn: |: El