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Share-Based Compensation | 3 Months Ended
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Jun. 30, 2026
Share-Based Payment Arrangement [Abstract] |
Share-Based Compensation | 17. SHARE-BASED COMPENSATION CANOPY GROWTH CORPORATION SHARE-BASED COMPENSATION PLAN On September 25, 2023, the Company’s shareholders approved a new Omnibus Equity Incentive Plan (the “Omnibus Equity Incentive Plan”) pursuant to which the Company can issue share-based long-term incentives. The Omnibus Equity Incentive Plan replaces the Company’s previous equity incentive plan, which was originally approved by the Company’s shareholders on July 30, 2018 (the “Previous Equity Incentive Plan”). The approval of the Omnibus Equity Incentive Plan and replacement of the Previous Equity Incentive Plan are detailed in the Company’s definitive proxy statement filed with the SEC on August 9, 2023. All directors, employees and consultants of the Company are eligible to receive awards of common share purchase options (“Options”), restricted share units (“RSUs”), deferred share units or shares-based awards (collectively, the “Awards”) under the Omnibus Equity Incentive Plan, subject to certain limitations. The Omnibus Equity Incentive Plan allows for a maximum term of each Option to be ten years from the date of grant and the maximum number of common shares available for issuance under the Omnibus Equity Incentive Plan remains at 10% of the issued and outstanding common shares from time to time, less the number of common shares issuable pursuant to other security-based compensation arrangements of the Company (including common shares reserved for issuance under the Previous Equity Incentive Plan). The Omnibus Equity Incentive Plan was adopted on September 25, 2023. No further awards will be granted under the Previous Equity Incentive Plan and any new Awards will be issued by the Company pursuant to the terms of the Omnibus Equity Incentive Plan. However, outstanding and unvested awards granted under the Previous Equity Incentive Plan will continue to be governed in accordance with the terms of such plan. The maximum number of common shares reserved for issuance upon the exercise, vesting or settlement, as applicable, of Awards granted pursuant to the Omnibus Equity Incentive Plan and the Previous Equity Incentive Plan is 42,302,194 as at June 30, 2026. As of June 30, 2026, the only Awards issued have been Options, RSUs and performance share units (“PSUs”) under the Previous Equity Incentive Plan, and Options, RSUs and PSUs under the Omnibus Equity Incentive Plan. The Omnibus Equity Incentive Plan is administered by the Corporate Governance, Compensation and Nominating Committee of the board of directors of the Company, which establishes in its discretion, among other things, exercise prices, at not less than the Fair Market Value (as defined in the Omnibus Equity Incentive Plan) at the date of grant, vesting terms and expiry dates (set at up to ten years from issuance) for Awards, subject to the limits contained in the Omnibus Equity Incentive Plan. The following is a summary of the changes in the Options outstanding during the three months ended June 30, 2026:
|  | Options issued |  |  | Weighted average exercise price |
Balance outstanding at March 31, 2026 1 |  |  | 2,743,855 |  |  | $ | 4.19 |
Options granted |  |  | 2,839,962 |  |  |  | 1.41 |
Options expired/forfeited |  |  | (173,381 | ) |  |  | 3.64 |
Balance outstanding at June 30, 2026 1 |  |  | 5,410,436 |  |  | $ | 2.77 |
(1) Included is 70,515 replacement compensation options (“Replacement Compensation Options”) that were issued by the Company in connection with its acquisition of MTL Cannabis Corp. on March 16, 2026, with an exercise price of $1.59 per compensation option. Each compensation option 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 until September 19, 2028 at an exercise price of $2.61 per Canopy Share. |
The following is a summary of the Options outstanding as at June 30, 2026:
|  | Options Outstanding |  |  | Options Exercisable |
|  |  |  |  | Weighted Average |  |  |  |  |  | Weighted Average |
|  |  |  |  | Remaining |  |  |  |  |  | Remaining |
|  | Outstanding at |  |  | Contractual Life |  |  | Exercisable at |  |  | Contractual Life |
Range of Exercise Prices |  | June 30, 2026 |  |  | (years) |  |  | June 30, 2026 |  |  | (years) |
$1.41 - $2.50 |  |  | 4,778,597 |  |  |  | 5.42 |  |  |  | 715,716 |  |  |  | 3.97 |
$2.51 - $10.00 |  |  | 479,617 |  |  |  | 3.50 |  |  |  | 327,929 |  |  |  | 2.98 |
$10.01 - $308.70 |  |  | 152,222 |  |  |  | 2.95 |  |  |  | 123,111 |  |  |  | 2.71 |
|  |  | 5,410,436 |  |  |  | 5.18 |  |  |  | 1,166,756 |  |  |  | 3.56 |
At June 30, 2026, the weighted average exercise price of the Options outstanding and Options exercisable was $2.77 and $6.51, respectively (March 31, 2026 – $4.19 and $10.06, respectively). The Company recorded $296 in share-based compensation expense related to Options issued to employees and contractors for the three months ended June 30, 2026 (three months ended June 30, 2025 – $(330)). The Company uses the Black-Scholes option pricing model to establish the fair value of Options granted during the three months ended June 30, 2026 and 2025, on their measurement date by applying the following assumptions:
|  | June 30, |  | June 30,
|  | 2026 |  | 2025
Risk-free interest rate |  | 2.98% |  | 2.73%
Expected life of options (years) |  | 3 - 5 |  | 3 - 5
Expected volatility |  | 123% |  | 121%
Expected forfeiture rate |  | 31% |  | 18%
Expected dividend yield |  | nil |  | nil
Black-Scholes value of each Option |  | $1.12 |  | $1.57
Volatility was estimated by using the historical volatility of the Company. The expected life in years represents the period of time that Options granted are expected to be outstanding. The risk-free rate was based on zero-coupon Canada government bonds with a remaining term equal to the expected life of the Options. For the three months ended June 30, 2026, the Company recorded $1,063 in share-based compensation expense related to RSUs and PSUs (for the three months ended June 30, 2025 – $231). The following is a summary of the changes in the Company’s RSUs and PSUs during the three months ended June 30, 2026:
|  | Number of RSUs and PSUs |
Balance outstanding at March 31, 2026 |  |  | 2,922,618 |
RSUs and PSUs granted |  |  | 7,077,095 |
RSUs released |  |  | (953,717 | )
RSUs cancelled and forfeited |  |  | (212,669 | )
Balance outstanding at June 30, 2026 |  |  | 8,833,327 |

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