Canopy Growth Corp
For the period ended Sep 30, 2026. Filed Nov 6, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 6, 2026
CGC$0.65-3.6%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-07.
0001193125-26-339076
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-06.
0001193125-26-450697
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 239 previous paragraphs and 313 current paragraphs.
165 unchanged; 56 reworded; 69 added; 16 removed; 2 previous and 23 current paragraphs rearranged.
Tables are not compared: 9 previous and 16 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (69)
Current report
On October 19, 2026, the Optionor, the ARCA Lender and Acreage, among others, amended and restated the Third ARCA by entering into the fourth amended and restated credit agreement (the “Fourth ARCA” and such amounts owing under the Fourth ARCA, the “Acreage and Wana Debt”), pursuant to which, among other things, Canopy USA secured from the ARCA Lender an additional US$13,333 in financing for Acreage and its subsidiaries. Acreage continues to be in default under the Fourth ARCA. Pursuant to the terms of the Fourth ARCA, the forbearances provided to Acreage pursuant to the Initial Forbearance Agreement and the Second Forbearance Agreement were further extended to January 31, 2027.
Current report
Canadian Federal Income Tax Proposals
Current report
Pursuant to proposed amendments to the Income Tax Act(Canada) and the regulations thereunder (the “Tax Act”), released by the Department of Finance (Canada) on July 23, 2026 for purposes of the definition of “taxable Canadian property” under the Tax Act (the “TCP Proposals”), Canopy Shares that are listed on a “designated stock exchange” for purpose of the Tax Act would be deemed to include an option in respect of, an interest in or for civil law a right in such shares, whether or not such shares exist, such that any options, interests or rights held by a non-resident of Canada for purposes of the Tax Act would be included in determining whether such person exceeds the relevant 25% threshold used to determine whether such Canopy Shares constitute “taxable Canadian property” for purposes of the Tax Act. The TCP Proposals are proposed to come into force on Royal Assent.
Current report
Revenue from Storz & Bickel was $15.1 million in the second quarter of fiscal 2027, as compared to $15.8 million in the second quarter of fiscal 2026. The year-over-year decrease is primarily attributable to decreased consumer spending on Storz & Bickel products in certain geographic regions.
Current report
Gross margin for our Storz & Bickel segment was $6.0 million in the second quarter of fiscal 2027, or 39% of net revenue, as compared to $6.0 million in the second quarter of fiscal 2026, or 38% of net revenue. The year-over-year consistency in gross margin percentage despite a 4% decline in revenues is driven by our continued focus on cost efficiencies and product mix.
Current report
Selling, general and administrative expenses were $39.7 million in the second quarter of fiscal 2027, as compared to $36.3 million in the second quarter of fiscal 2026.
Current report
approximately $0.5 million of costs relating to the MTL acquisition and the integration of MTL’s business;
Current report
approximately $0.1 million of litigation costs; and
Current report
Comparatively, in the second quarter of fiscal 2026, costs were incurred primarily in relation to:
Current report
approximately $0.8 million of litigation costs;
Current report
approximately $0.3 million of continued legal costs arising from the restatement of our consolidated financial statements in connection with the review of the financial reporting matters related to the BioSteel business unit for the Prior Periods; and
Current report
Share-based compensation was $4.0 million in the second quarter of fiscal 2027, as compared to $2.0 million in the second quarter of fiscal 2026. The year-over-year increase is due to the Company’s common share purchase options (“Options”) and restricted share units (“RSUs”) that were granted at the end of the first quarter of fiscal 2027.
Current report
the Canopy USA LPs equity method investment in the amount of $12.9 million, driven primarily by a decrease in the price of the TerrAscend Common Shares.
Current report
the Elevate loan receivable and the Acreage and Wana Debt, in the amount of $0.9 million relating to fair value movements in consideration of the debtor’s net assets.
Current report
the Canopy USA LPs equity method investment in the amount of $42.0 million, driven primarily by an increase in the price of the TerrAscend Common Shares.
Current report
the Elevate loan receivable in the amount of $18.1 million relating to fair value movements in consideration of the debtor’s net assets.
Current report
Income tax recovery (expense)
Current report
The increase of $1.2 million in deferred income tax recovery is primarily due to the acquired MTL entities, where the recognition of tax losses and fair value adjustments reduced the overall net deferred tax liability.
Current report
The rationale for excluding costs for the significant components of other (income) expense, net, from Adjusted EBITDA include:
Current report
Fair value changes on various financial assets and liabilities, which are non-cash mark-to-market adjustments. The fluctuations in fair values are not related to our revenue-generating activities and movements in fair values do not relate to our core operations. Our revenue generating activities and core operations relate to the sale of cannabis and cannabis-related products principally for adult-use and medical purposes.
Current report
Gains or losses on settlement of debts, which relate to discrete debt transactions for which the financial impacts of settling debt are not representative of our normal operations and do not occur on a regular or consistent basis.
Current report
Interest income and expenses, which are excluded to demonstrate the performance of the underlying business before the effects of financing and capital structure decisions.
Current report
We believe that Adjusted EBITDA provides useful information to investors because it facilitates comparison of our operating performance on a consistent basis between periods and, when viewed in combination with our results prepared in accordance with U.S. GAAP, helps provide a broader picture of factors and trends affecting our results of operations. Management uses Adjusted EBITDA on an internal basis, period-over-period, to evaluate its operating performance, to analyze trends within its business, to assess its performance relative to its competitors, and to establish operational goals and forecasts that are used in allocating resources.
Current report
Discussion of Results of Operations for the Six Months Ended September 30, 2026
Current report
Revenue
Current report
Net revenue was $162.5 million in the six months ended September 30, 2026, an increase of $23.7 million as compared to $138.8 million in the six months ended September 30, 2025.
Current report
Net revenue from our Cannabis segment was $131.3 million in the six months ended September 30, 2026, as compared to $107.8 million in the six months ended September 30, 2025.
Current report
Canadian medical cannabis net revenue was $51.6 million in the six months ended September 30, 2026, as compared to $43.0 million in the six months ended September 30, 2025. The year-over-year increase is primarily attributable to growth in the number of insured customers and the acquisition of MTL, partially offset by the Canadian government’s Veterans Affairs Canada reduction in the reimbursement rate for medical cannabis which became effective on April 1, 2026.
Current report
International markets cannabis revenue was $21.9 million in the six months ended September 30, 2026, as compared to $13.8 million in the six months ended September 30, 2025. The year-over-year increase is primarily attributable to strength in Europe, specifically in Germany and Poland.
Current report
Cost of goods sold was $116.9 million in the six months ended September 30, 2026, as compared to $98.9 million in the six months ended September 30, 2025. Our gross margin was $45.6 million in the six months ended September 30, 2026, or 28% of net revenue, as compared to a gross margin of $39.9 million and gross margin percentage of 29% of net revenue in the six months ended September 30, 2025.
Current report
Gross margin for our Cannabis segment was $31.8 million in the six months ended September 30, 2026, or 24% of net revenue, as compared to $29.5 million in the six months ended September 30, 2025, or 27% of net revenue. The year-over-year decrease in the gross margin percentage was primarily attributable to the Canadian government’s Veterans Affairs Canada reduction in the reimbursement rate for medical cannabis which became effective on April 1, 2026.
Current report
Operating Expenses
Current report
Selling, general and administrative expenses
Current report
Selling, general and administrative expenses were $79.9 million in the six months ended September 30, 2026, as compared to $74.4 million in the six months ended September 30, 2025.
Current report
Sales and marketing expense was $31.8 million in the six months ended September 30, 2026, as compared to $31.0 million in the six months ended September 30, 2025. The year-over-year increase is driven by increased marketing costs to help drive revenues and the acquisition of MTL but offset by continued cost reduction initiatives.
Current report
Acquisition, divestiture, and other costs were $3.1 million in the six months ended September 30, 2026, as compared to $3.8 million in the six months ended September 30, 2025. In the six months ended September 30, 2026, costs were incurred primarily in relation to:
Current report
approximately $1.0 million of costs relating to the MTL acquisition and the integration of MTL’s business;
Current report
approximately $0.5 million of accounting and legal costs arising from the March 31, 2026 restatement of our consolidated financial statements in connection with our warrant derivative liability;
Current report
approximately $0.4 million of continued legal costs arising from the restatement of our consolidated financial statements in connection with the review of the financial reporting matters related to the BioSteel business unit for the Prior Periods;
Current report
approximately $0.4 million of litigation costs; and
Showing the first 40 of 69 passages. Open the source sections for the rest.
Removed paragraphs (16)
Previous report
On March 16, 2026, we completed the acquisition of MTL pursuant to which we acquired all of the issued and outstanding common shares in the capital of MTL (the “MTL Shares”) in accordance with a plan of arrangement under the Canada Business Corporations Act (the “MTL Arrangement”). In aggregate, upon closing of the transaction, we issued 41,232,337 Canopy Shares and made a cash payment of $18.5 million pursuant to the MTL Arrangement as consideration to the shareholders of MTL for the MTL Shares. In addition, 2,956,391 Canopy Shares were issued under the MTL Arrangement to certain former shareholders (the “MC Shareholders”) of Montreal Cannabis Medical, Inc. (“MC”) in exchange for a release of all prior obligations owing to the former MC Shareholders in connection with MTL’s prior acquisition of MC. The Canopy Shares issued to the MC Shareholders are subject to an 18-month restriction on transfer. The Company also issued 7,446,919 replacement warrants to acquire Canopy Shares, 160,000 replacement options to acquire Canopy Shares and 70,515 replacement compensation options which is exercisable for one Canopy Share and one half of one Canopy Growth warrant. Each whole Canopy Growth warrant is exercisable to acquire one Canopy Share.
Previous report
We continue to pursue and execute on cost synergies to be realized between the Company and MTL.
Previous report
Cannabis
Previous report
Storz & Bickel
Previous report
Cannabis
Previous report
Storz & Bickel
Previous report
Selling, general and administrative expenses were $40.2 million in the first quarter of fiscal 2027, as compared to $38.1 million in the first quarter of fiscal 2026.
Previous report
various non-recurring acquisition, divestiture and litigation costs.
Previous report
other non-recurring acquisition and divestiture costs.
Previous report
the Canopy USA LPs equity method investment in the amount of $16.7 million.
Previous report
the Elevate loan receivable and the amounts owing under the third amended and restated credit agreement dated as of July 29, 2025 among a wholly-owned subsidiary of the Company, an arm’s lengths third-party lender, Acreage and the other parties named therein (the “Acreage and Wana Debt” and together with the Elevate loan receivable, the “Canopy USA Loans Receivable”), in the amount of $0.5 million relating to fair value movements in consideration of the debtor’s net assets.
Previous report
the Canopy USA LPs equity method investment in the amount of $15.6 million.
Previous report
the Canopy USA Loans Receivable, in the amount of $5.5 million relating to fair value movements in consideration of the debtor’s net assets.
Previous report
Income tax expense
Previous report
The change of $0.4 million in deferred income tax recovery is primarily due to the acquired MTL entities, most of which became profitable and generated taxable income during the year, resulting in loss utilization for tax purposes.
Previous report
Critical Accounting Policies and Estimates
Reworded paragraphs (56)
Previous wording
Part 2 - Results of Operations. This section provides an analysis of our results of operations for the first quarter of fiscal 2027 in comparison to the first quarter of fiscal 2026.
Current wording
Part 2 - Results of Operations. This section provides an analysis of our results of operations for the second quarter of fiscal 2027 in comparison to the second quarter of fiscal 2026, and for the six months ended September 30, 2026 in comparison to the six months ended September 30, 2025.
Previous wording
By their nature, forward-looking statements are subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. A variety of factors, including known and unknown risks, many of which are beyond our control, could cause actual results to differ materially from the forward-looking statements in this Quarterly Report and other reports we file with, or furnish to, the Securities and Exchange Commission (the “SEC”) and other regulatory agencies and made by our directors, officers, other employees and other persons authorized to speak on our behalf. Such factors include, without limitation, risks related to our ability to remediate the material weakness identified in our internal control over financial reporting, or inability to otherwise maintain an effective system of internal control; the risk that our recent restatement could negatively affect investor confidence and raise reputation risks; our limited operating history; risks that we may be required to write down intangible assets, including goodwill, due to impairment; the adequacy of our capital resources and liquidity, including but not limited to, availability of sufficient cash flow to execute our business plan (either within the expected timeframe or at all); the diversion of management time on matters related to Canopy USA; the risks that the Trust’s future ownership interest in Canopy USA is not quantifiable, and the Trust may have significant ownership and influence over Canopy USA; the risks in the event that Acreage Holdings, Inc. (“Acreage”) and Wana cannot satisfy their debt obligations as they become due; volatility in and/or degradation of general economic, market, industry or business conditions; risks relating to the overall macroeconomic environment, which may impact customer spending, our costs and our margins, including tariffs (and related retaliatory measures), the levels of inflation, interest rates and trade policy; risks relating to the evolving regulatory landscape in the United States; risks relating to our current and future operations in emerging markets; compliance with applicable environmental, economic, health and safety, energy and other policies and regulations and in particular health concerns with respect to vaping and the use of cannabis products in vaping devices; risks and uncertainty regarding future product development; changes in regulatory requirements in relation to our business and products; our reliance on licenses issued by and contractual arrangements with various federal, state and provincial governmental authorities; inherent uncertainty associated with projections; future levels of revenues and the impact of increasing levels of competition; third-party manufacturing risks; third-party tran…
Excerpt shortened here; the source contains the full paragraph.
Current wording
By their nature, forward-looking statements are subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. A variety of factors, including known and unknown risks, many of which are beyond our control, could cause actual results to differ materially from the forward-looking statements in this Quarterly Report and other reports we file with, or furnish to, the Securities and Exchange Commission (the “SEC”) and other regulatory agencies and made by our directors, officers, other employees and other persons authorized to speak on our behalf. Such factors include, without limitation, risks related to our ability to remediate the material weakness identified in our internal control over financial reporting, or inability to otherwise maintain an effective system of internal control; the risk that our March 31, 2026 restatement of our consolidated financial statements could negatively affect investor confidence and raise reputation risks; our limited operating history; risks that we may be required to write down intangible assets, including goodwill, due to impairment; the adequacy of our capital resources and liquidity, including but not limited to, availability of sufficient cash flow to execute our business plan (either within the expected timeframe or at all); the diversion of management’s time on matters related to Canopy USA; the risks that the Trust’s future ownership interest in Canopy USA is not quantifiable, and the Trust may have significant ownership and influence over Canopy USA; the risks in the event that Acreage Holdings, Inc. (“Acreage”) and Wana cannot satisfy their debt obligations as they become due; volatility in and/or degradation of general economic, market, industry or business conditions; risks relating to the overall macroeconomic environment, which may impact customer spending, our costs and our margins, including tariffs (and related retaliatory measures), the levels of inflation, interest rates and trade policy; risks relating to the evolving regulatory landscape in the United States; risks relating to our current and future operations in emerging markets; compliance with applicable environmental, economic, health and safety, energy and other policies and regulations and in particular health concerns with respect to vaping and the use of cannabis products in vaping devices; risks and uncertainty regarding future product development; changes in regulatory requirements in relation to our business and products; our reliance on licenses issued by and contractual arrangements with various federal, state and provincial governmental authorities; inherent uncertainty associated with projections; future levels of revenues and the impact of increasing levels of competition…
Excerpt shortened here; the source contains the full paragraph.
Previous wording
Focused growth in international medical cannabis market - Our unwavering commitment to the safety and effectiveness of our products is a critical strategic imperative which also helps differentiate us in the growing cannabis market. We deliver medical cannabis to patients in Germany, Poland, and Australia and expect to do so in the United Kingdom over the coming fiscal year. To remain successful, we consistently strive to make significant investments in our operations within Canada and Europe and we are well-positioned to pursue international growth opportunities with our strong medical cannabis brands and distribution networks. We intend to fuel the continued demand for our European Union Good Manufacturing Practices (“EU-GMP”) certified medical grade cannabis internationally with supply from within Europe and from our Canadian EU-GMP certified facility in Kincardine, Ontario. In addition, we will continue to maximize our existing routes to market to further our execution on our international growth plans, while leveraging our cannabis expertise and well-established medical brands.
Current wording
Focused growth in international medical cannabis market - Our unwavering commitment to the safety and effectiveness of our products is a critical strategic imperative which also helps differentiate us in the growing cannabis market. We deliver medical cannabis to patients in Germany, Poland, Australia and the United Kingdom. To remain successful, we consistently strive to make significant investments in our operations within Canada and Europe and we are well-positioned to pursue international growth opportunities with our strong medical cannabis brands and distribution networks. We intend to fuel the continued demand for our European Union Good Manufacturing Practices (“EU-GMP”) certified medical grade cannabis internationally with supply from within Europe and from our Canadian EU-GMP certified facility in Kincardine, Ontario. In addition, we will continue to maximize our existing routes to market to further our execution on our international growth plans, while leveraging our cannabis expertise and well-established medical brands.
Previous wording
In addition, subject to the terms and conditions of the A&R Protection Agreement (as defined below) and the terms of the option agreements to acquire Wana and Jetty, as applicable, Canopy Growth may be required to issue additional common shares in satisfaction of certain deferred and/or option exercise payments to the shareholders of Wana and Jetty. Canopy Growth will receive additional Non-Voting Shares from Canopy USA as consideration for any Canopy Shares issued in the future to the shareholders of Wana and Jetty.
Current wording
In addition, subject to the terms and conditions of the A&R Protection Agreement (as defined below) and the terms of the option agreements to acquire Wana and Jetty, as applicable, Canopy Growth may be required to issue additional Canopy Shares in satisfaction of certain deferred and/or option exercise payments to the shareholders of Wana and Jetty. Canopy Growth will receive additional Non-Voting Shares from Canopy USA as consideration for any Canopy Shares issued in the future to the shareholders of Wana and Jetty.
Previous wording
TerrAscend – the Canopy USA LPs hold an aggregate of 64,564,487 common shares (the “TerrAscend Common Shares”) in the capital of TerrAscend Corp. (“TerrAscend”) on an as-converted basis and 22,474,130 TerrAscend Common Share purchase warrants with a weighted average exercise price of $6.07 per TerrAscend Common Share and expiring on December 31, 2032 (the “TerrAscend Warrants”). Assuming full exercise of the TerrAscend Warrants, the Canopy USA LPs will hold an aggregate of 87,038,617 TerrAscend Common Shares on an as-converted basis assuming conversion of the TerrAscend exchangeable shares held by the Canopy USA LPs. TerrAscend is a leading North American cannabis operator with vertically integrated operations and a presence in Pennsylvania, New Jersey, Michigan and California as well as licensed cultivation and processing operations in Maryland.
Current wording
TerrAscend – the Canopy USA LPs hold an aggregate of 64,564,487 common shares (the “TerrAscend Common Shares”) in the capital of TerrAscend Corp. (“TerrAscend”) on an as-converted basis and 22,474,130 TerrAscend Common Share purchase warrants with a weighted average exercise price of $6.07 per TerrAscend Common Share and expiring on December 31, 2032 (the “TerrAscend Warrants”). Assuming full exercise of the TerrAscend Warrants, the Canopy USA LPs will hold an aggregate of 87,038,617 TerrAscend Common Shares on an as-converted basis assuming conversion of the TerrAscend exchangeable shares held by the Canopy USA LPs. TerrAscend is a leading North American cannabis operator with vertically integrated operations and a presence in Pennsylvania, New Jersey, Ohio and California as well as licensed cultivation and processing operations in Maryland.
Previous wording
On July 29, 2025, Canopy USA secured from the ARCA Lender an additional US$22 million in financing for Acreage and its subsidiaries (the “Acreage Financing”). In connection with the Acreage Financing, the Optionor, the ARCA Lender and Acreage, among others, amended and restated the Second ARCA pursuant to a third amended and restated credit agreement dated as of July 29, 2025 (the “Third ARCA” and such amounts owing under the Third ARCA, the “Acreage and Wana Debt”). In connection with the Third ARCA, each of Canopy Elevate I LLC, Canopy Elevate II LLC and Canopy Elevate III LLC (each a wholly-owned subsidiary of Canopy USA and collectively, “Elevate”) entered into a limited recourse pledge agreement pursuant to which such entities pledged, as security for the obligations under the Third ARCA, each of their respective equity interests in each of the Wana entities. In addition, as security for the obligations under the Third ARCA, each of the Wana entities provided guarantees and security over substantially all of their respective assets.
Current wording
On July 29, 2025, Canopy USA secured from the ARCA Lender an additional US$22 million in financing for Acreage and its subsidiaries (the “2025 Acreage Financing”). In connection with the 2025 Acreage Financing, the Optionor, the ARCA Lender and Acreage, among others, amended and restated the Second ARCA pursuant to a third amended and restated credit agreement dated as of July 29, 2025 (the “Third ARCA”). In connection with the Third ARCA, each of Canopy Elevate I LLC, Canopy Elevate II LLC and Canopy Elevate III LLC (each a wholly-owned subsidiary of Canopy USA and collectively, “Elevate”) entered into a limited recourse pledge agreement pursuant to which such entities pledged, as security for the obligations under the Third ARCA, each of their respective equity interests in each of the Wana entities. In addition, as security for the obligations under the Third ARCA, each of the Wana entities provided guarantees and security over substantially all of their respective assets.
Previous wording
As of June 30, 2026, theaggregate principal amount of the Acreage and Wana Debt owing to the Optionor was approximately $185.9 million (US$130.8 million) and the aggregate principal amount of the Acreage and Wana Debt owing to the ARCA Lender was approximately $112.3 million (US$79.0 million).
Current wording
As of September 30, 2026, theaggregate principal amount of the Acreage and Wana Debt owing under the Third ARCA to the Optionor was approximately $193.1 million (US$136.1 million) and the aggregate principal amount of the Acreage and Wana Debt owing under the Third ARCA to the ARCA Lender was approximately $121.3 million (US$85.5 million).
Previous wording
Acreage is currently in default under the Third ARCA. On May 12, 2026, the Optionor, the ARCA Lender and Acreage, among others, entered into an initial forbearance agreement, which was extended from time to time by agreement of the lenders. As required under the initial forbearance agreement, Acreage appointed, among others, a chief restructuring officer and financial advisor in order to assist Acreage with a strategic review of its business. On July 31, 2026, the Optionor, the ARCA Lender and Acreage, among others, entered into a second forbearance agreement. Upon the satisfaction of certain conditions precedent, the second forbearance agreement shall become effective and have an outside date of January 31, 2027, which may be further extended at the sole discretion of the lenders. The portion of the Acreage and Wana Debt owing to the ARCA Lender ranks in priority to the portion of the Acreage and Wana Debt owing to the Company and may be exercised by the ARCA Lender over the assets pledged as security under the Acreage and Wana Debt. See “Risk Factors – In the event Acreage or Wana, as guarantor, cannot satisfy the debt obligations as they become due, the Acreage and Wana Debt may not be repaid and the Company may lose the entirety of its investment in the Acreage and Wana Debt, and, in the event Acreage or Wana are unable to continue as a going concern, which may occur in the event that the ARCA Lender enforces its security over the Acreage and Wana Debt, there would be a negative impact on Canopy USA’s business, financial results and operations and have an adverse impact on the Company’s U.S. strategy, and, potentially, negatively affect the share price of the Canopy Shares,” in Item 1A of the Annual Report.
Current wording
The portion of the Acreage and Wana Debt owing to the ARCA Lender ranks in priority to the portion of the Acreage and Wana Debt owing to the Company and the rights and remedies related thereto may be exercised by the ARCA Lender over the assets pledged as security under the Acreage and Wana Debt. See “Risk Factors – In the event Acreage or Wana, as guarantor, cannot satisfy the debt obligations as they become due, the Acreage and Wana Debt may not be repaid and the Company may lose the entirety of its investment in the Acreage and Wana Debt, and, in the event Acreage or Wana are unable to continue as a going concern, which may occur in the event that the ARCA Lender enforces its security over the Acreage and Wana Debt, there would be a negative impact on Canopy USA’s business, financial results and operations and have an adverse impact on the Company’s U.S. strategy, and, potentially, negatively affect the share price of the Canopy Shares,” in Item 1A of the Annual Report.
Previous wording
The results of operations presented below reports the financial performance of Canopy Growth for the three months ended June 30, 2026.
Current wording
The results of operations presented below reports the financial performance of Canopy Growth for the three and six months ended September 30, 2026.
Previous wording
Net revenue was $81.2 million in the first quarter of fiscal 2027, an increase of $9.1 million as compared to $72.1 million in the first quarter of fiscal 2026.
Current wording
Net revenue was $81.4 million in the second quarter of fiscal 2027, an increase of $14.7 million as compared to $66.7 million in the second quarter of fiscal 2026.
Previous wording
Net revenue from our Cannabis segment was $65.1 million in the first quarter of fiscal 2027, as compared to $57.0 million in the first quarter of fiscal 2026.
Current wording
Net revenue from our Cannabis segment was $66.2 million in the second quarter of fiscal 2027, as compared to $50.9 million in the second quarter of fiscal 2026.
Previous wording
Canadian adult-use cannabis net revenue was $29.7 million in the first quarter of fiscal 2027, as compared to $27.0 million in the first quarter of fiscal 2026. The year-over-year increase is primarily attributable to increased flower sales, driven by the acquisition of MTL, partially offset by declines in opportunistic bulk sales.
Current wording
Canadian adult-use cannabis net revenue was $28.1 million in the second quarter of fiscal 2027, as compared to $23.9 million in the second quarter of fiscal 2026. The year-over-year increase is primarily attributable to increased flower sales, driven by the acquisition of MTL, partially offset by declines in opportunistic bulk sales.
Previous wording
Canadian medical cannabis net revenue was $25.8 million in the first quarter of fiscal 2027, as compared to $21.2 million in the first quarter of fiscal 2026. The year-over-year increase is primarily attributable to continued growth in the number of insured customers and the acquisition of MTL, partially offset by the Canadian government’s Veterans Affairs Canada reduction in the reimbursement rate for medical cannabis which became effective on April 1, 2026.
Current wording
Canadian medical cannabis net revenue was $25.8 million in the second quarter of fiscal 2027, as compared to $21.8 million in the second quarter of fiscal 2026. The year-over-year increase is primarily attributable to continued growth in the number of insured customers and the acquisition of MTL, partially offset by the Canadian government’s Veterans Affairs Canada reduction in the reimbursement rate for medical cannabis which became effective on April 1, 2026.
Previous wording
International markets cannabis revenue was $9.6 million in the first quarter of fiscal 2027, as compared to $8.8 million in the first quarter of fiscal 2026. The year-over-year increase is primarily attributable to strength in Europe, specifically in Poland.
Current wording
International markets cannabis revenue was $12.3 million in the second quarter of fiscal 2027, as compared to $5.1 million in the second quarter of fiscal 2026. The year-over-year increase is primarily attributable to strength in Europe, specifically in Germany and Poland.
Previous wording
Cost of goods sold was $58.9 million in the first quarter of fiscal 2027, as compared to $54.1 million in the first quarter of fiscal 2026. Our gross margin was $22.2 million in the first quarter of fiscal 2027, or 27% of net revenue, as compared to a gross margin of $18.0 million and gross margin percentage of 25% of net revenue in the first quarter of fiscal 2026.
Current wording
Cost of goods sold was $58.0 million in the second quarter of fiscal 2027, as compared to $44.8 million in the second quarter of fiscal 2026. Our gross margin was $23.4 million in the second quarter of fiscal 2027, or 29% of net revenue, as compared to a gross margin of $21.9 million and gross margin percentage of 33% of net revenue in the second quarter of fiscal 2026.
Previous wording
Gross margin for our Cannabis segment was $14.5 million in the first quarter of fiscal 2027, or 22% of net revenue, as compared to $13.6 million in the first quarter of fiscal 2026, or 24% of net revenue. The year-over-year decrease in the gross margin percentage was primarily attributable to the Canadian government’s Veterans Affairs Canada reduction in the reimbursement rate for medical cannabis which became effective on April 1, 2026.
Current wording
Gross margin for our Cannabis segment was $17.4 million in the second quarter of fiscal 2027, or 26% of net revenue, as compared to $15.9 million in the second quarter of fiscal 2026, or 31% of net revenue. The year-over-year decrease in the gross margin percentage was primarily attributable to the Canadian government’s Veterans Affairs Canada reduction in the reimbursement rate for medical cannabis which became effective on April 1, 2026.
Previous wording
Further impacting our Cannabis gross margin in the first quarter of fiscal 2027 is $2.6 million in flow-through of inventory step-up relating to our acquisition of MTL.
Current wording
Further impacting our Cannabis gross margin in the second quarter of fiscal 2027 is $2.1 million in flow-through of inventory step-up relating to inventory acquired as part of the acquisition of MTL.
Previous wording
General and administrative expense was $16.8 million in the first quarter of fiscal 2027, as compared to $14.7 million in the first quarter of fiscal 2026. The year-over-year increase is primarily attributable to the acquisition of MTL, offset by lower costs resulting from continued reductions in headcount.
Current wording
General and administrative expense was $16.2 million in the second quarter of fiscal 2027, as compared to $14.4 million in the second quarter of fiscal 2026. The year-over-year increase is primarily attributable to the acquisition of MTL, offset by lower costs resulting from continued reductions in headcount.
Previous wording
Sales and marketing expense was $15.9 million in the first quarter of fiscal 2027, as compared to $15.8 million in the first quarter of fiscal 2026. The year-over-year change is relatively flat, driven by the acquisition of MTL but offset by continued cost reduction initiatives.
Current wording
Sales and marketing expense was $15.9 million in the second quarter of fiscal 2027, as compared to $15.1 million in the second quarter of fiscal 2026. The year-over-year increase is driven by increased marketing costs to help drive revenues and the acquisition of MTL but offset by continued cost reduction initiatives.
Previous wording
Acquisition, divestiture, and other costs were $1.8 million in the first quarter of fiscal 2027, as compared to $2.1 million in the first quarter of fiscal 2026. In the first quarter of fiscal 2027, costs were incurred primarily in relation to:
Current wording
Acquisition, divestiture, and other costs were $1.4 million in the second quarter of fiscal 2027, as compared to $1.7 million in the second quarter of fiscal 2026. In the second quarter of fiscal 2027, costs were incurred primarily in relation to:
Previous wording
continued legal costs arising from the restatement of our consolidated financial statements in connection with the review of the financial reporting matters related to the BioSteel business unit for the following previously filed periods: (i) audited consolidated financial statements for the fiscal year ended March 31, 2022, and (ii) unaudited consolidated financial statements for the quarterly periods ended June 30, 2022, September 30, 2022 and December 31, 2022;
Current wording
approximately $0.2 million of continued legal costs arising from the restatement of our consolidated financial statements in connection with the review of the financial reporting matters related to the BioSteel business unit for the following previously filed periods: (i) audited consolidated financial statements for the fiscal year ended March 31, 2022, and (ii) unaudited consolidated financial statements for the quarterly periods ended June 30, 2022, September 30, 2022 and December 31, 2022 (collectively, the “Prior Periods”);
Previous wording
Depreciation and amortization expense was $5.8 million in the first quarter of fiscal 2027, as compared to $5.5 million in the first quarter of fiscal 2026. The year-over-year increase is primarily attributable to the acquisition of MTL resulting in higher depreciation and amortization costs.
Current wording
Depreciation and amortization expense was $6.2 million in the second quarter of fiscal 2027, as compared to $5.0 million in the second quarter of fiscal 2026. The year-over-year increase is primarily attributable to the acquisition of MTL resulting in higher depreciation and amortization costs.
Previous wording
Loss on asset impairment and restructuring recorded in operating expenses was $2.8 million in the first quarter of fiscal 2027, as compared to $2.7 million in the first quarter of fiscal 2026.
Current wording
Loss on asset impairment and restructuring recorded in operating expenses was $2.6 million in the second quarter of fiscal 2027, as compared to $0.5 million in the second quarter of fiscal 2026.
Previous wording
Loss on asset impairment and restructuring recorded in the first quarter of fiscal 2027 related primarily to employee restructuring costs.
Current wording
Loss on asset impairment and restructuring recorded in the second quarter of fiscal 2027 related primarily to employee restructuring costs.
Previous wording
Comparatively, in the first quarter of fiscal 2026, the loss on asset impairment and restructuring related primarily to employee restructuring costs.
Current wording
Comparatively, in the second quarter of fiscal 2026, the loss on asset impairment and restructuring related primarily to employee restructuring costs.
Previous wording
Other income (expense), net was an income amount of $7.4 million in the first quarter of fiscal 2027, as compared to an expense amount of $21.9 million in the first quarter of fiscal 2026. The year-over-year change of $29.3 million is primarily attributable to:
Current wording
Other income (expense), net was an expense amount of $18.5 million in the second quarter of fiscal 2027, as compared to an income amount of $12.1 million in the second quarter of fiscal 2026. The year-over-year change of $30.7 million is primarily attributable to:
Previous wording
Change of $26.3 million related to non-cash fair value changes on our Canopy USA related assets and other financial assets, from an expense amount of $10.1 million in the first quarter of fiscal 2026 to an income amount of $16.2 million in the first quarter of fiscal 2027. The income amount recognized in the first quarter of fiscal 2027 is primarily attributable to a fair value increase relating to our investment in:
Current wording
Change of $35.8 million related to non-cash fair value changes on our Canopy USA related assets, from an income amount of $23.9 million in the second quarter of fiscal 2026 to an expense amount of $11.9 million in the second quarter of fiscal 2027. The expense amount recognized in the second quarter of fiscal 2027 is primarily attributable to a fair value decrease relating to our investment in:
Previous wording
Comparatively, the expense amount in the first quarter of fiscal 2026 was primarily attributable to a fair value decrease relating to our investments in:
Current wording
Comparatively, the income amount in the second quarter of fiscal 2026 was primarily attributable to a fair value increase relating to our investments in:
Previous wording
The fair value increase was partially offset by a fair value decrease related to our investment in:
Current wording
This fair value increase was partially offset by a fair value decrease related to our investment in:
Previous wording
Increase in interest income of $2.2 million, from $1.1 million in the first quarter of fiscal 2026 to $3.2 million in the first quarter of fiscal 2027. The year-over-year increase is attributable to higher cash balances.
Current wording
Increase in interest income of $1.1 million, from $2.0 million in the second quarter of fiscal 2026 to $3.1 million in the second quarter of fiscal 2027. The year-over-year increase is attributable to higher cash, cash equivalents and short-term investment balances.
Previous wording
Increase in interest expense of $3.0 million, from $9.7 million in the first quarter of fiscal 2026 to $12.7 million in the first quarter of fiscal 2027. The year-over-year increase is primarily attributable to the refinanced debt balances at the end of fiscal 2026.
Current wording
Increase in interest expense of $4.2 million, from $8.8 million in the second quarter of fiscal 2026 to $13.0 million in the second quarter of fiscal 2027. The year-over-year increase is primarily attributable to the refinanced debt balances at the end of fiscal 2026.
Previous wording
Income tax recovery in the first quarter of fiscal 2027 was $0.1 million, compared to income tax expense of $0.3 million in the first quarter of fiscal 2026. In the first quarter of fiscal 2027, income tax recovery consisted of deferred income tax recovery of $0.3 million (compared to an expense of $0.1 million in the first quarter of fiscal 2026) and current income tax expense of $0.2 million (compared to an expense of $0.2 million in the first quarter of fiscal 2026).
Current wording
Income tax recovery in the second quarter of fiscal 2027 was $0.8 million, compared to income tax expense of $0.2 million in the second quarter of fiscal 2026. In the second quarter of fiscal 2027, income tax recovery consisted of deferred income tax recovery of $1.3 million (compared to a recovery of $0.1 million in the second quarter of fiscal 2026) and current income tax expense of $0.5 million (compared to an expense of $0.3 million in the second quarter of fiscal 2026).
Previous wording
Current income tax expense remained consistent year over year and amounts arose primarily in connection with tax on income for tax purposes that could not be reduced by the group’s tax attributes in the current taxation year.
Current wording
The increase of $0.2 million in the current income tax expense arose primarily in connection with the current income tax expense in Canada House Clinics and Abba Medix Corp., both of which generated taxable income during the year. In addition, Apollo Applied Research Inc. was in a loss position for the quarter and the loss was carried back, resulting in a current tax recovery of $0.1 million during the period. Otherwise, the current tax expense remained consistent period over period and arose primarily in connection with tax on income for tax purposes that could not be reduced by the group’s tax attributes in the current taxation year.
Previous wording
The net loss in the first quarter of fiscal 2027 was $14.6 million, as compared to a net loss of $44.9 million in the first quarter of fiscal 2026. The year-over-year decrease in the net loss is primarily attributable to the year-over-year change in other income (expense), net, of $29.3 million and partially offset by a small increase in operating loss. These variances are described above.
Current wording
The net loss in the second quarter of fiscal 2027 was $40.7 million, as compared to a net loss of $5.0 million in the second quarter of fiscal 2026. The year-over-year increase in the net loss is primarily attributable to the year-over-year change in other income (expense), net, of $30.7 million and an increase in operating expenses. These variances are described above.
Previous wording
Our “Adjusted EBITDA” is a non-GAAP measure used by management that is not defined by U.S. GAAP and may not be comparable to similar measures presented by other companies. Management calculates Adjusted EBITDA as the reported net income (loss), adjusted to exclude income tax recovery (expense); other income (expense), net; loss on equity method investments; share-based compensation expense; depreciation and amortization expense; asset impairment and restructuring costs; acquisition related restructuring and other inventory write-downs; and charges related to the flow-through of inventory step-up on business combinations, and further adjusted to remove acquisition, divestiture, and other costs. Asset impairments related to periodic changes to our supply chain processes are not excluded from Adjusted EBITDA given their occurrence through the normal course of core operational activities. Accordingly, management believes that Adjusted EBITDA provides meaningful and useful financial information, as this measure demonstrates the operating performance of businesses.
Current wording
Our “Adjusted EBITDA” is a non-GAAP measure used by management that is not defined by U.S. GAAP and may not be comparable to similar measures presented by other companies. Management calculates Adjusted EBITDA as the reported net income (loss), adjusted to exclude income tax recovery (expense); other (income) expense, net; loss on equity method investments; share-based compensation expense; acquisition, divestiture, and other costs; depreciation and amortization expense; loss on asset impairment and restructuring; acquisition and divestiture related inventory write-downs; and charges related to the flow-through of inventory step-up on business combinations.
Previous wording
The Adjusted EBITDA loss in the first quarter of fiscal 2027 was $3.2 million, as compared to an Adjusted EBITDA loss of $7.9 million in the first quarter of fiscal 2026. The year-over-year decrease in Adjusted EBITDA loss is primarily attributable to revenue growth across both segments and continued cost savings, partially offset by the impact of the Canadian government’s Veterans Affairs Canada reduction in the reimbursement rate for medical cannabis which became effective on April 1, 2026.
Current wording
The Adjusted EBITDA loss in the second quarter of fiscal 2027 was $2.9 million, as compared to an Adjusted EBITDA loss of $3.0 million in the second quarter of fiscal 2026. The year-over-year decrease in Adjusted EBITDA loss is primarily attributable to revenue growth across the Cannabis segment and continued cost savings, partially offset by the impact of the Canadian government’s Veterans Affairs Canada reduction in the reimbursement rate for medical cannabis which became effective on April 1, 2026.
Previous wording
Revenue from Storz & Bickel was $16.1 million in the first quarter of fiscal 2027, as compared to $15.2 million in the first quarter of fiscal 2026. The year-over-year increase is attributable to prior-year product portfolio expansion and growth in non-core markets.
Current wording
Revenue from Storz & Bickel was $31.2 million in the six months ended September 30, 2026, as compared to $31.0 million in the six months ended September 30, 2025. The year-over-year change is relatively flat, driven by decreased consumer spending and offset by growth in non-core markets.
Previous wording
Gross margin for our Storz & Bickel segment was $7.8 million in the first quarter of fiscal 2027, or 48% of net revenue, as compared to $4.4 million in the first quarter of fiscal 2026, or 29% of net revenue. The year-over-year increase in gross margin was driven by our cost rationalization exercise at the end of fiscal 2026, as well as a refund of the U.S. tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”) in the period.
Current wording
Gross margin for our Storz & Bickel segment was $13.7 million in the six months ended September 30, 2026, or 44% of net revenue, as compared to $10.5 million in the six months ended September 30, 2025, or 34% of net revenue. The year-over-year increase in gross margin was driven by our cost rationalization exercise at the end of fiscal 2026, as well as a refund of the U.S. tariffs imposed under the International Emergency Economic Powers Act in the period.
Previous wording
Share-based compensation was $1.4 million in the first quarter of fiscal 2027, as compared to $(0.1) million in the first quarter of fiscal 2026. The year-over-year increase is due to departures of certain executives that occurred in the first quarter of fiscal 2026, resulting in a reversal of expensing in the comparative period.
Current wording
Share-based compensation was $5.4 million in the six months ended September 30, 2026, as compared to $1.9 million in the six months ended September 30, 2025. The year-over-year increase is due to departures of certain executives that occurred in the first quarter of fiscal 2026, resulting in a reversal of expensing in the comparative period, and the Options and RSUs that were granted at the end of the first quarter of fiscal 2027, resulting in increased expensing in the current period.
Previous wording
Change of $4.0 million related to fair value changes on warrant derivative liability, from a fair value loss of $3.3 million in the first quarter of fiscal 2026 to a fair value gain of $0.7 million in the first quarter of fiscal 2027. The fair value change in the first quarter of fiscal 2027 was driven by the passage of time and a small decrease in our share price during the period. Comparatively, the fair value change in the first quarter of fiscal 2026 was driven by an increase in our share price during the period.
Current wording
Change of $11.4 million related to fair value changes on warrant derivative liability, from a fair value loss of $6.7 million in the six months ended September 30, 2025 to a fair value gain of $4.8 million in the six months ended September 30, 2026. The fair value change in the six months ended September 30, 2026 was driven by the passage of time and a decrease in our share price during the period. Comparatively, the fair value change in the second quarter of fiscal 2026 was driven by an increase in our share price during the period.
Showing the first 40 of 56 pairs. Open the source sections for the rest.
Rearranged current paragraphs (23)
Current report — wording carried from elsewhere
In connection with a default by Acreage under the Third ARCA, on May 12, 2026, the Optionor, the ARCA Lender and Acreage, among others, entered into an initial forbearance agreement (the “Initial Forbearance Agreement”), which forbearance was extended from time to time by agreement of the lenders. As required under the Initial Forbearance Agreement, Acreage appointed, among others, a chief restructuring officer and financial advisor in order to assist Acreage with a strategic review of its business. On July 31, 2026, the Optionor, the ARCA Lender and Acreage, among others, entered into a second forbearance agreement (the “Second Forbearance Agreement”).
Current report — wording carried from elsewhere
Change of $7.4 million related to fair value changes on warrant derivative liability, from a fair value loss of $3.3 million in the second quarter of fiscal 2026 to a fair value gain of $4.1 million in the second quarter of fiscal 2027. The fair value change in the second quarter of fiscal 2027 was driven by the passage of time and a decrease in our share price during the period.
Current report — wording carried from elsewhere
Comparatively, the fair value change in the second quarter of fiscal 2026 was driven by an increase in our share price during the period.
Current report — wording carried from elsewhere
Asset impairments related to periodic changes to our supply chain processes are not excluded from Adjusted EBITDA given their occurrence through the normal course of core operational activities.
Current report — wording carried from elsewhere
We report net revenue in two segments: (i) Cannabis; and (ii) Storz & Bickel. The following table presents segmented net revenue for the six months ended September 30, 2026 and 2025:
Current report — wording carried from elsewhere
Canadian adult-use cannabis net revenue was $57.8 million in the six months ended September 30, 2026, as compared to $51.0 million in the six months ended September 30, 2025. The year-over-year increase is primarily attributable to increased flower sales, driven by the acquisition of MTL, partially offset by declines in opportunistic bulk sales.
Current report — wording carried from elsewhere
Cost of Goods Sold and Gross Margin
Current report — wording carried from elsewhere
The following table presents cost of goods sold, gross margin and gross margin percentage on a consolidated basis for the six months ended September 30, 2026 and 2025:
Current report — wording carried from elsewhere
We report gross margin and gross margin percentage in two segments: (i) Cannabis; and (ii) Storz & Bickel. The following table presents segmented gross margin and gross margin percentage for the six months ended September 30, 2026 and 2025:
Current report — wording carried from elsewhere
Further impacting our Cannabis gross margin in the six months ended September 30, 2026 is $4.7 million in flow-through of inventory step-up relating to inventory acquired as part of the acquisition of MTL.
Current report — wording carried from elsewhere
The following table presents operating expenses for the six months ended September 30, 2026 and 2025:
Current report — wording carried from elsewhere
General and administrative expense was $33.0 million in the six months ended September 30, 2026, as compared to $29.1 million in the six months ended September 30, 2025. The year-over-year increase is primarily attributable to the acquisition of MTL, offset by lower costs resulting from continued reductions in headcount.
Current report — wording carried from elsewhere
Loss on asset impairment and restructuring
Current report — wording carried from elsewhere
Comparatively, in the six months ended September 30, 2025, the loss on asset impairment and restructuring related primarily to employee restructuring costs.
Current report — wording carried from elsewhere
The following table presents other income (expense), net, and income tax expense for the six months ended September 30, 2026 and 2025:
Current report — wording carried from elsewhere
Change of $9.6 million related to non-cash fair value changes on our Canopy USA related assets, from an income amount of $13.8 million in the six months ended September 30, 2025 to an income amount of $4.3 million in the six months ended September 30, 2026. The income amount recognized in the six months ended September 30, 2026 is primarily attributable to a fair value increase relating to our investments in:
Current report — wording carried from elsewhere
This fair value increase was partially offset by a fair value decrease related to our investment in:
Current report — wording carried from elsewhere
The net loss in the six months ended September 30, 2026 was $55.3 million, as compared to a net loss of $49.8 million in the six months ended September 30, 2025. The year-over-year increase in the net loss is primarily attributable to the increase in operating loss and the year-over-year change in other income (expense), net, of $1.3 million. These variances are described above.
Current report — wording carried from elsewhere
The following table presents Adjusted EBITDA for the six months ended September 30, 2026 and 2025:
Current report — wording carried from elsewhere
The Adjusted EBITDA loss in the six months ended September 30, 2026 was $6.1 million, as compared to an Adjusted EBITDA loss of $11.0 million in the six months ended September 30, 2025. The year-over-year decrease in Adjusted EBITDA loss is primarily attributable to revenue growth across the Cannabis segment and continued cost savings, partially offset by the impact of the Canadian government’s Veterans Affairs Canada reduction in the reimbursement rate for medical cannabis which became effective on April 1, 2026.
Current report — wording carried from elsewhere
The August 2025 ATM Program will be effective until the earlier of (A) June 5, 2027; (B) the issuance and sale of Canopy Shares having an aggregate offering price of US$200 million on the terms and subject to the conditions set forth in the August 2025 Equity Distribution Agreement; (C) the date on which the Company’s registration statement, as amended, filed with the
Current report — wording carried from elsewhere
Free cash flow in the six months ended September 30, 2026 was an outflow of $41.3 million, as compared to an outflow of $30.8 million in the six months ended September 30, 2025. The year-over-year increase in the free cash outflow primarily reflects the increase in cash used in operating activities, primarily due to the timing of changes in working capital items, further impacted by an increase in purchases of property, plant and equipment related to production equipment enhancements made at certain of our Canadian cultivation and production facilities.
Current report — wording carried from elsewhere
US$162.1 million (collectively, the “Loans” and such transaction, the “Loan Transaction”). The Loans were funded on January 8, 2026 (the “Loan Closing Date”) with an original issue discount of approximately US$12.1 million. The Loans mature on the earlier of (i) January 31, 2031, and (ii) the date that is 120 days prior to the maturity date of the January 2026 Convertible Debentures.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
Acquisition and Integration of MTL Cannabis Corp.
Previous report — wording carried elsewhere
Comparatively, in the first quarter of fiscal 2026, costs were incurred primarily in relation to: