AURORA CANNABIS INC
For the period ended Mar 31, 2026. Filed Jun 11, 2026.
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The yearly report of certain Canadian companies, filed under a joint US and Canadian system. It is the main yearly account these companies give US investors, largely as filed in Canada.
FY2026 · Filed Jun 11, 2026
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Contents
EX-99.5 · (d) At-The-Market Equity Program (“ATM Program”)
(d) At-The-Market Equity Program (“ATM Program”).
On February 4, 2026, the Company filed a prospectus supplement establishing a new ATM Program that allows the Company to issue and sell up to U.S.$100 million of Common Shares in the capital of the Company from treasury to the public.
| US$ equivalent | ||||
|---|---|---|---|---|
| Year ended March 31, | Year ended March 31, | |||
| 2026 | 2025 | 2026 | 2025 | |
| Gross proceeds | $10,906 | $— | $7,891 | $— |
| Commission | $218 | $— | $158 | $— |
| Net proceeds | $10,688 | $— | $7,733 | $— |
| Weighted average gross price | $4.89 | $— | $3.57 | $— |
| Number of shares issued | 2,210,785 | $— | 2,210,785 | — |
The Company incurred$1.5 million in transaction costs directly related to the ATM Program, recognized in the consolidated statements of changes in shareholders’ equity. The Company sold 111,538 shares for gross proceeds of$0.7 million prior to March 31, 2026, which was subsequently settled on April 1, 2026. As at March 31, 2026, the obligation to issue shares resulted in a reduction in reserves reflected in the consolidated statements of shareholders’ equity.
Note 13 Share-Based Compensation
Accounting PolicyStock OptionsStock options issued to employees are measured at fair value at the grant date and are recognized as an expense over the relevant vesting periods with a corresponding credit to share reserves.Stock options issued to non-employees are measured at the fair value of goods or services received or the fair value of equity instruments issued, if it is determined that the fair value of the goods or services cannot be reliably measured. The fair value of non-employee stock options is recorded as an expense at the date the goods or services are received with a corresponding credit to share reserves.Depending on the complexity of the stock option terms, the fair value of options is calculated using either the Black-Scholes option pricing model or the Binomial model. When determining the fair value of stock options, management is required to make certain assumptions and estimates related to expected lives, volatility, risk-free rate, future dividend yields and estimated forfeitures at the initial grant date.The number of options expected to vest is reviewed and adjusted at the end of each reporting period such that the amount recognized for services received as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest. Upon the exercise of stock options, proceeds received from stock option holders are recorded as an increase to share capital and the related share reserve is transferred to share capital.Restricted Share Units (“RSUs”) and Deferred Share Units (“DSUs”)RSUs are equity-settled share-based payments. RSUs are measured at their intrinsic fair value on the date of grant based on the closing price of the Company’s shares on the date prior to the grant and are recognized as share-based compensation expense over the vesting period with a corresponding credit to share reserves. Under IFRS, the Company’s DSUs are classified as equity-settled share-based payment transactions as they are settled in either cash or common shares at the sole discretion of Aurora and the Company intends to settle these transactions in common shares. As such, the DSUs are measured in the same manner as RSUs. The amount recognized for services received as consideration for the RSUs and DSUs granted is based on the number of equity instruments that eventually vest. Upon the release of RSUs and DSUs, the related share reserve is transferred to share capital.Performance Share Units (“PSUs”)PSUs are equity-settled share-based payments and have both a service and market condition. PSUs are measured at their fair value on the grant date and are recognized as share-based compensation expense over the vesting period with a corresponding credit to share reserves. The fair value of PSUs is calculated using the Monte Carlo simulation model which factors in the probability of achieving the market-based performance target. When determining the fair value, management is required to make certain assumptions and estimates related to volatility, risk-free rate, equity correlations between Aurora and a peer group of companies, future stock prices, and estimated forfeitures. The amount recognized for services received as consideration for the PSUs granted is based on the number of equity instruments that eventually vest. Upon the release of PSUs, the related share reserve is transferred to share capital. Cash Settled Share-based CompensationShare-based compensation subject to cash settlement are classified as a derivative liability. They are initially measured at fair value and recorded as a derivative liability in the consolidated statements of financial position. Share-based compensation that is in recognition of past service is recorded at the full amount to share-based compensation expense and are remeasured at fair value each reporting period with the difference going through share-based compensation expense. Upon settlement they are remeasured and the derivative liability is extinguished at the remeasured amount. Share-based compensation that is in recognition of future service is amortized ratably over the future service period. Each reporting period, they are remeasured at fair value with the change in value reflected in the share-based compensation expense.
The Company currently has in place a “rolling maximum” or “evergreen” stock option plan (“Option Plan”), Fixed Restricted Share Unit Plan (“RSU Plan”), Fixed Performance Share Unit Plan (“PSU Plan”), and a Fixed Deferred Share Unit Plan (“DSU Plan”), which is applicable to non- employee directors only. The number of Common Shares issuable under all Share based Compensation Plans cannot exceed 9.5% of the total number of issued and outstanding Common Shares and a rolling limit for all full value award plans of the Company of 5.0%, which includes RSU, PSU and DSU plans. The Board may, from time to time, in its discretion and in accordance with Toronto Stock Exchange requirements, grant to directors, officers, employees and consultants, as applicable, non-transferable stock options, RSUs, PSUs and DSUs in accordance with these plans.
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