Curaleaf Observes Delaware Base to Tighten U.S. Footprint

DOVER – Curaleaf Holdings Inc. has filed for shareholder approval to relocate its corporate domicile from British Columbia, Canada, to Delaware, a change designed to match its heavy concentration of business in the American market. The proposal, detailed in a filing with Canadian regulators, calls for a special meeting on or about February 23 to secure the necessary votes.

Under the plan, known as a “continuance,” Curaleaf would dissolve its Canadian entity and reemerge as a Delaware corporation without altering its day-to-day operations or equity structure. Each subordinate voting share, multiple voting share, and exchangeable share would convert one-for-one into equivalent Delaware common stock, with stock options and restricted units adjusted accordingly. Trading would persist on the Toronto Stock Exchange under the $CURA ticker and on the OTCQX market, ensuring continuity for investors.

Company leaders frame the shift as a practical step to consolidate governance under U.S. law, where Curaleaf derives nearly all its revenue [$944.8 million in the first nine months of 2025] from 150 retail locations and cultivation facilities across 23 states. “This move will reflect and better align with our business, operational focus, and strategic objectives,” said Boris Jordan, chairman and CEO, in a statement. Delaware’s established corporate framework, with its predictable courts and investor protections, could ease access to capital and reduce cross-border compliance costs, which have long complicated Canadian-listed firms in the Cannabis sector.

The proposal arrives as federal signals in Washington grow more favorable to Cannabis reform. The Trump’s executive order to reschedule Cannabis, if finalized, could unlock banking services and tax deductions for operators like Curaleaf, whose effective tax rate exceeds 70% due to IRS Section 280E restrictions. Analysts note that a Delaware base might accelerate such benefits by simplifying SEC filings and attracting institutional money wary of foreign jurisdictions. Yet the switch requires two-thirds [66.6%] approval from voting shareholders, a threshold that could test support amid Curaleaf’s recent share price dip to around CA$4.50, down 15% YTD on softening wholesale prices.

Ultimately, this step signals Curaleaf’s confidence in a maturing U.S. market, where domestic alignment could be a subtle advantage in the race for scale. Now it’s up to shareholders to decide whether it’s the right bet.