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424B3 1 tm264883-3_424b3.htm 424B3 tm264883-3_424b3 - none - 3.8281473s

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-293269

PROSPECTUS

18,705,578 Common Shares

This prospectus relates to the offer and sale from time to time of up to 18,705,578 of our common shares (such common shares, the “Shares”) by the selling securityholders listed in the section of this prospectus entitled “Selling Securityholders” (the “Selling Securityholders”), which are issuable upon exercise of our common share purchase warrants (the “Loan Warrants”) held by the Selling Securityholders. The Loan Warrants were issued to the Selling Securityholders in a private placement pursuant to the Loan Agreement (as defined below) on January 8, 2026. Each Loan Warrant entitles the holder to acquire one common share at an exercise price equal to US$1.30 per share and will expire on January 8, 2031.

Our registration for resale of the Shares covered by this prospectus does not mean that the Selling Securityholders will offer or sell any of the Shares. The Selling Securityholders may sell the Shares covered by this prospectus in a number of different ways and at varying prices. For additional information on the possible methods of sale that may be used by the Selling Securityholders, you should refer to the section of this prospectus entitled “Plan of Distribution” beginning on page 9 of this prospectus. We will not receive any of the proceeds from the resale of Shares sold by the Selling Securityholders.

You should read this prospectus carefully before you invest in our common shares.

Investing in our common shares involves a high degree of risk. See “Risk Factors” on page 3 of this prospectus.

Our common shares are listed and posted for trading on the Toronto Stock Exchange (the “TSX”) under the symbol “WEED” and on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “CGC”. On February 12, 2026, the closing price of our common shares on Nasdaq was US$1.03 per share.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is February 13, 2026

	Page
Prospectus
About this Prospectus		1
Cautionary Note Regarding Forward-Looking Statements		2
Risk Factors		3
The Company		4
Use of Proceeds		5
Selling Securityholders		6
Plan of Distribution		9
Legal Matters		11
Experts		12
Where You Can Find More Information; Important Information Incorporated by Reference		13
Enforceability of Civil Liabilities		14

	Total Number of Common Shares Beneficially Owned Prior to the Offering(1)				Maximum Number of Common Shares that may be Offered Pursuant to this Prospectus		Common Shares Beneficially Owned After this Offering(1)(2)
Name	Number		Percentage				Number		Percentage
Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B(3)		3,741,115(4)		*		3,741,115		—		—
Millennium CMM, Ltd.(5)		1,662,552(4)		*		1,662,552		—		—
Saba Capital Income & Opportunities Fund(6)		1,524,596(4)		*		1,524,596		—		—
Saba Capital Income & Opportunities Fund II(6)		969,481(4)		*		969,481		—		—
RiverPark Strategic Income Fund(7)		1,870,558(4)		*		1,870,558		—		—
JGB Capital, LP(8)		67,340(4)		*		67,340		—		—
Chicago Atlantic Lincoln, LLC(9)		1,870,558(4)		*		1,870,558		—		—
Chicago Atlantic BDC, Inc.(10)		1,870,558(4)		*		1,870,558		—		—
Deepdale Investors, LLC(8)		1,752,089(4)		*		1,752,089		—		—
JGB Partners, LP(8)		2,545,206(4)		*		2,545,206		—		—
FourSixThree Master Fund, LP(11)		831,525(4)		*		831,525		—		—

SEC Form 424B3 filed by Canopy Growth Corporation