XML 71 R53.htm IDEA: XBRL DOCUMENT v3.25.4
Notes payable (Tables)
 12 Months Ended
Dec. 31, 2025
Debt Disclosure [Abstract]  
Schedule of notes payable
Notes payable consist of the following as of December 31, 2025 and 2024:
As of
December 31, 2025December 31, 2024
Senior Secured Notes – 2026$456,815 $460,000 
Senior Secured Notes – 202756,597 — 
Bloom Notes – 2025— 60,000 
Bloom Notes – 2024— 16,500 
Amended Needham LOC21,910 11,100 
ABL Facility – EWB12,000 12,000 
Seller note payable4,093 4,364 
Other notes payable3,308 15,439 
Less: Unamortized debt discount/premium and deferred financing fees(6,071)(10,783)
Notes payable, net of unamortized debt discount/premium and deferred financing fees548,652 568,620 
Less: Notes payable - current(35,730)(101,723)
Notes payable - net of current$512,922 $466,897 
Schedule of credit facilities Below is a summary of the Company’s credit facilities outstanding during the year ended December 31, 2025:
Credit facilityOriginal facility sizeOutstanding balanceStated interest rateMaturity date
Senior Secured Notes – 2026(16)
$475,000 $456,815 8.00%
(5)
December 15, 2026
(16)
Senior Secured Notes – 2027(15)
67,000 56,597 10.00%
(6)
December 17, 2027
Bloom Notes – 2025(15)
60,000 — 4.00%(7)January 17, 2025
Bloom Notes – 202450,000 — 10.00%
(8)
January 18, 2025/ October 18, 2024
(8)
Amended Needham LOC(3)(17)
100,000 21,910 7.99%(9)October 10, 2026
(17)
ABL Facility - EWB Note12,000 12,000 6.00%(10)August 25, 2026
Other notes payable - BHH Note(1)
7,500 — 15.00%(11)September 30, 2025
Other notes payable - miscellaneous(2)
6,615 3,308 VariousVarious
Other notes payable - VOWL Note(1)
2,231 — 4.25%(12)December 30, 2025
Other notes payable - NGC Note(1)
1,600 — 12.00%
(13)
July 1, 2025
Seller note payable - Scottsdale Note(4)
5,100 4,093 5.00%(14)December 1, 2036
$787,046 $554,723 
(1) The Company had a note payable (the “BHH Note”) with Tangela Holdings, Ltd (“Tangela”) and Portiagate Investment LTD, which was executed in the last quarter of 2020 and amended in the third quarter of 2022, in connection with the Company gaining a controlling interest in Alternate Therapies Group II, Inc.; this note was settled in cash on October 1, 2025. Additionally, the Company held a separate note payable to Tangela (the “NGC Note”), which was settled in full on July 1, 2025. A note payable held by the Company’s subsidiary, Four20 Pharma GmbH to Verbundvolksbank OWL (the “VOWL Note”) was settled in full on December 31, 2025.
(2) Comprised of various immaterial loans held by Curaleaf International.
(3) In October 2025, the total borrowing capacity under the Needham LOC was increased from $40.0 million to $100.0 million; see section herein titled "Needham Bank" for further details.
(4) The Company has a seller note payable incurred in connection with the Company’s purchase of a building in Scottsdale, Arizona (the “Scottsdale Note”).
(5) Compounded semi-annually and payable in arrears on June 15th and December 15th of each year.
(6) Compounded monthly and computed daily on the basis of a 360-day year for the actual number of days elapsed for a period of time. Interest is payable monthly in arrears, beginning February 17th, with principal repayments beginning August 17, 2025.
(7) Computed daily on the basis of a 360-day year and payable at maturity.
(8) The Installment Amount (as defined herein) matured on October 18, 2024, and the Conversion Amount matured on January 18, 2025. The Conversion Amount was settled in its entirety through the issuance of SVS, as discussed further herein in the section titled “Bloom Notes.”
(9) Calculated on the basis of a 360-day year. Interest is due on the 6th of each month.
(10) Calculated on the basis of a 360-day year for the actual number of days elapsed for any period of time. Interest is due on the 25th of each month.
(11) Computed daily on the basis of a 365-day year (or 366 days in the case of a leap year) and payable quarterly in arrears on each January 1, April 1, and October 1 following the closing date, with the final interest payment due and payable on the maturity date.
(12) Calculated on the basis of a 360-day year for the actual number of days elapsed for any period of time. Interest is due on the 30th of each month.
(13) Calculated on the basis of a 365-day year. Interest is payable in one or several installments no later than 30 days from the maturity date.
(14) Computed on the basis of a 365-day year. Interest is due at maturity. As a payment-in-kind loan, interest accrued increases the outstanding balance of the loan each reporting period.
(15) In January 2025, the Bloom Note - 2025 was exchanged for Senior Secured Notes – 2027; see section herein titled "Bloom Notes" for further details.
(16) In February 2026, the Company closed on a private placement of senior secured notes for aggregate gross proceeds of $500 million due February 18, 2029. Net proceeds were used to fully repay the Senior Secured Notes – 2026. In accordance with ASC 470, Debt, as the Company demonstrated the intent and ability to refinance the Senior Secured Notes – 2026 on a long-term basis prior to the issuance of the Consolidated Financial Statements, the outstanding balance of the Senior Secured Notes – 2026 as of December 31, 2025 was classified as a non-current liability, within Notes payable - net of current. Refer to Note 29 — Subsequent events for further details.
(17) In conjunction with the origination of the Senior Secured Notes – 2029 (as further discussed in Note 29 — Subsequent events), the maturity date of the Amended Needham LOC was extended to February 18, 2029, and the interest rate was amended to 8.99% in accordance with the terms of the Amended and Restated Needham Loan Agreement. Consequently, the Company reclassified the outstanding balance of the Amended Needham LOC as of December 31, 2025 as a non-current liability, within Notes payable - net of current. Refer to Note 29 — Subsequent events for further details.
The Company’s interest expense by credit facility for the year ended December 31, 2025 was as follows:
Year ended December 31, 2025
Effective interest rateStated interest expenseAmortization of debt discount/premium and deferred financing fees
Total interest expense (1)
Senior Secured Notes – 20269.30%$36,687 $5,193 $41,880 
Senior Secured Notes – 202710.69%6,263 311 6,574 
Bloom Notes – 202510.36%127 200327 
Bloom Notes – 202410.00%78 — 78 
Amended Needham LOC7.99%1,196 1,261 2,457 
ABL Facility - EWB Note6.00%730 99 829 
Other notes payable - BHH Note15.00%841 — 841 
Seller notes payable - Scottsdale Note5.00%215 — 215 
Other notes payable - miscellaneousvarious124 — 124 
Other notes payable - VOWL Note4.25%99 — 99 
Other notes payable - NGC Note12.00%96 — 96 
$46,456 $7,064 $53,520 
(1) Total interest expense herein does not encompass interest expense recognized on the Company’s deferred consideration obligations. For the year ended December 31, 2025, the Company recognized $3.0 million of interest expense related to its deferred consideration obligations to the sellers of Tryke, including $2.4 million attributable to the third anniversary payment and $0.5 million attributable to the monthly installments paid to settle the second anniversary payment. Refer to Note 4 — Acquisitions — Deferred consideration for further details.
The Company’s interest expense by credit facility for the year ended December 31, 2024 was as follows:
Year ended December 31, 2024
Effective interest rateStated interest expenseAmortization of debt discount/premium and deferred financing fees
Total interest expense (2)
Senior Secured Notes – 20269.33%$36,750 $4,805 $41,555 
Bloom Notes – 202510.35%2,440 3,644 6,084 
Bloom Notes – 202410.00%3,027 — 3,027 
Needham LOC7.99%34 — 34 
ABL Facility - EWB Note6.00%607 — 607 
Other notes payable - BHH Note14.79%1,128 — 1,128 
Seller notes payable - Scottsdale Note5.00%239 — 239 
Other notes payable - miscellaneousvarious12 — 12 
Other notes payable - VOWL Note5.90%183 — 183 
Other notes payable - NGC Note12.00%100 — 100 
Seller notes payable - Phyto Note(1)
7.50%223 — 223 
$44,743 $8,449 $53,192 
(1) The Phyto Note was paid in full on July 1, 2024.
(2) Total interest expense herein does not encompass interest expense recognized on the Company’s deferred consideration obligations. For the year ended December 31, 2024, the Company recognized interest expense of $5.9 million on its deferred consideration obligations. Refer to Note 4 — Acquisitions — Deferred consideration for further details.
Schedule of future principal payments
As of December 31, 2025, maturities of the Company’s Notes payable were as follows:
Fiscal year:Amount
2026(1)
$498,296 
202730,434 
2028676 
202922,457 
2030 and thereafter2,860 
Total future principal maturities$554,723 
(1) Includes $456.8 million related to the Senior Secured Notes – 2026. Subsequent to year-end but prior to the issuance of the Consolidated Financial Statements, the Company settled this obligation using proceeds from the Senior Secured Notes – 2029. As the Company demonstrated the intent and ability to refinance the Senior Secured Notes – 2026 on a long-term basis, the balance has been reclassified as non-current, within Notes payable - net of current, on the Consolidated Balance Sheet as of December 31, 2025, in accordance with ASC 470.
Schedule of carrying values and fair values of notes payable
As of December 31, 2025 and 2024, the carrying values and fair values of the Company’s Notes payable were as follows:
As of
December 31, 2025December 31, 2024
Carrying Value$554,723 $579,403 
Fair Value546,068 560,171