CGC / Canopy Growth Corporation - SEC Filings, Annual Report, Proxy Statement

Canopy Growth Corporation
US ˙ NasdaqGS ˙ CA1380351009

Basic Stats
LEI 529900CSD7NH1UBC9X07
CIK 1737927
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Canopy Growth Corporation
SEC Filings (Chronological Order)
This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.
September 3, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use

August 29, 2025 EX-99.1

Canopy Growth Establishes New US$200 Million At-The-Market Program to Strengthen the Company’s Financial Position

Exhibit 99.1 Canopy Growth Establishes New US$200 Million At-The-Market Program to Strengthen the Company’s Financial Position SMITHS FALLS, ON. August 29, 2025 - Canopy Growth Corporation (“Canopy Growth” or the “Company”) (TSX: WEED) (Nasdaq: CGC), a world-leading cannabis company dedicated to unleashing the power of cannabis to improve lives, announced today that the Company has established a n

August 29, 2025 EX-FILING FEES

Security Type

Calculation of Filing Fee Tables S-3 Canopy Growth Corp Table 1: Newly Registered and Carry Forward Securities ☑Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial

August 29, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 29, 2025 Canopy Growth Cor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 29, 2025 Canopy Growth Corporation (Exact name of registrant as specified in its charter) Canada 001-38496 N/A (State or other jurisdiction of incorporation) (Commission File N

August 29, 2025 EX-1.1

CANOPY GROWTH CORPORATION EQUITY DISTRIBUTION AGREEMENT

Exhibit 1.1 Execution Version CANOPY GROWTH CORPORATION US$200,000,000 EQUITY DISTRIBUTION AGREEMENT August 29, 2025 BMO Capital Markets Corp. 151 West 42nd Street New York, New York, 10036 BMO Nesbitt Burns Inc. First Canadian Place, 4th Floor 100 King Street West Toronto, ON M5X 1H3 Ladies and Gentlemen: Canopy Growth Corporation, a corporation incorporated under the federal laws of Canada (the

August 29, 2025 424B5

Up to $200,000,000 Common Shares

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(5)  Registration No. 333-279949 Prospectus Supplement (To Prospectus dated June 4, 2025) Up to $200,000,000 Common Shares We have entered into an Equity Distribution Agreement, dated August 29, 2025 (the “Equity Distribution Agreement”), with BMO Capital Markets Corp. (the “Agent”) and BMO Nesbitt Burns Inc. (the “Canadian Agent” and, together with

August 19, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use

August 19, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use

August 15, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )s

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )s Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use

August 8, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 6, 2025 Canopy Growth Corp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 6, 2025 Canopy Growth Corporation (Exact name of registrant as specified in its charter) Canada 001-38496 N/A (State or other jurisdiction of incorporation) (Commission File Nu

August 8, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38496 Canopy Growth Corporation (Exact name of registrant as specified in its charter) Canada N/A (State or other jurisdiction of incorporation or organization) (I.

August 8, 2025 EX-99.1

Canopy Growth Reports First Quarter Fiscal 2026 Financial Results; Cannabis revenue increased 24% year-over-year Canada adult-use cannabis Q1 FY2026 net revenue increased 43% year-over-year, benefiting from increased distribution and strong consumer

Exhibit 99.1 Canopy Growth Reports First Quarter Fiscal 2026 Financial Results; Cannabis revenue increased 24% year-over-year Canada adult-use cannabis Q1 FY2026 net revenue increased 43% year-over-year, benefiting from increased distribution and strong consumer demand for new products, including Claybourne infused pre-roll joints Company has achieved $17MM of planned $20MM annualized savings targ

August 8, 2025 EX-10.3

Third Amended and Restated Credit Agreement, dated as of July 29, 2025, by and among 11065220 Canada Inc., as lender, the other lenders party thereto, High Street Capital Partners, LLC, as borrower, Acreage Holdings, Inc. and each other loan party identified on the signature pages thereto, and Acquiom Agency Services LLC, as agent for the lenders.

Exhibit 10.3 Execution Version THIRD AMENDED AND RESTATED CREDIT AGREEMENT by and among HIGH STREET CAPITAL PARTNERS, LLC as Borrower, ACREAGE HOLDINGS, INC., as Parent, THE OTHER LOAN PARTIES THAT ARE PARTY HERETO, THE LENDERS THAT ARE PARTY HERETO, as Lenders and ACQUIOM AGENCY SERVICES LLC, as Agent As of July 29, 2025 THIS INDEBTEDNESS GOVERNED HEREBY HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOU

August 7, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Conf

August 7, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use

July 29, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 29, 2025 Canopy Growth Corpo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 29, 2025 Canopy Growth Corporation (Exact name of registrant as specified in its charter) Canada 001-38496 N/A (State or other jurisdiction of incorporation) (Commission File Num

July 29, 2025 EX-10.1

Notice and Limited Consent, dated as of July 29, 2025, by and among Canopy Growth Corporation, 11065220 Canada Inc., the lender party thereto, the guarantors party thereto, and Wilmington Trust, National Association.

Exhibit 10.1 *** Certain information in this document has been excluded pursuant to Regulation S-K, item 601(b)(10). Such excluded information is not material and is information that the company treats as private or confidential. Such omitted information is indicated by brackets “[***]”) in this exhibit. *** Execution Version NOTICE AND LIMITED CONSENT TO: WILMINGTON TRUST, NATIONAL ASSOCIATION, a

July 29, 2025 EX-99.1

Canopy Growth to Strengthen Balance Sheet with Early Prepayments Set to Reduce Term Loan by US$50 Million; Annual Cash Interest Expense Expected to be Reduced by US$6.5 Million

Exhibit 99.1 This news release constitutes a “designated news release” for the purposes of Canopy Growth’s prospectus supplement dated February 28, 2025 to its short form base shelf prospectus dated June 5, 2024. Canopy Growth to Strengthen Balance Sheet with Early Prepayments Set to Reduce Term Loan by US$50 Million; Annual Cash Interest Expense Expected to be Reduced by US$6.5 Million SMITHS FAL

July 25, 2025 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Conf

July 9, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 9, 2025 Canopy Growth Corpor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 9, 2025 Canopy Growth Corporation (Exact name of registrant as specified in its charter) Canada 001-38496 N/A (State or other jurisdiction of incorporation) (Commission File Numb

July 9, 2025 EX-10.1

Interim Offer Letter, dated July 9, 2025, between Canopy Growth Corporation and Thomas Stewart.

Exhibit 10.1 1 Hershey Drive Smith Falls, ON K7A 0A8 (855)558-9333 [email protected] www.canopygrowth.com July 9, 2025 Thomas Stewart Employee #: 3990 BY EMAIL Dear Tom: Effective July 9, 2025, the Company would like you take on the interim role of Interim, Chief Financial Officer. In exchange for your agreement to act in this role, the Company will pay you a monthly stipend of an additional

July 9, 2025 EX-99.1

Canopy Growth Appoints Tom Stewart as Interim Chief Financial Officer Appointment reflects the continued execution of Canopy Growth’s FY26 strategy, with a focus on financial discipline, fundamentals, and commercial execution Mr. Stewart brings over

Exhibit 99.1 Canopy Growth Appoints Tom Stewart as Interim Chief Financial Officer Appointment reflects the continued execution of Canopy Growth’s FY26 strategy, with a focus on financial discipline, fundamentals, and commercial execution Mr. Stewart brings over 20 years of operational finance and accounting leadership to the interim CFO role, with deep experience in operations, compliance, and pe

June 6, 2025 424B7

21,856,810 Common Shares

TABLE OF CONTENTS  Filed pursuant to Rule 424(b)(7)  Registration No. 333-279949 PROSPECTUS 21,856,810 Common Shares This prospectus relates to the offer and sale from time to time of up to 21,856,810 of our common shares (the “Shares”) by the selling securityholders listed in the section of this prospectus entitled “Selling Securityholders” (the “Selling Securityholders”), which is comprised of:

June 6, 2025 424B5

Up to $166,984,114 Common Shares

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(5)  Registration No. 333-279949 Prospectus Supplement (To Prospectus dated June 4, 2025) Up to $166,984,114 Common Shares We previously entered into an Equity Distribution Agreement dated February 28, 2025 (as amended on May 30, 2025, and as may be further amended from time to time, the “Equity Distribution Agreement”) with BMO Capital Markets Corp.

May 30, 2025 EX-4.1

Exhibit 4.1

Exhibit 4.1 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of the date of filing of our Annual Report on Form 10-K for the year ended March 31, 2025 (the “Annual Report on Form 10-K”), Canopy Growth Corporation (“Canopy,” “we,” “us” and “our”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as am

May 30, 2025 EX-10.53

Loan Agreement, dated as of April 14, 2022, between Canopy Elevate II LLC and 11065220 Canada Inc.

Exhibit 10.53 LOAN AGREEMENT April 14, 2022 (the “Effective Date”) Canopy Elevate II, LLC 35715 Hwy 40 Ste D102 Evergreen, Colorado USA 80439 The Lender (as defined below) agrees to make available to the Borrower (as defined below), the following loan, subject to the terms and conditions outlined below. BORROWER Canopy Elevate II, LLC (the “Borrower”). LENDER 11065220 Canada Inc. (the “Lender”). T

May 30, 2025 EX-10.52

Loan Agreement, dated as of April 14, 2022, between Canopy Elevate I LLC and 11065220 Canada Inc.

Exhibit 10.52 LOAN AGREEMENT April 14, 2022 (the “Effective Date”) Canopy Elevate I, LLC 35715 Hwy 40 Ste D102 Evergreen, Colorado USA 80439 The Lender (as defined below) agrees to make available to the Borrower (as defined below), the following loan, subject to the terms and conditions outlined below. BORROWER Canopy Elevate I, LLC (the “Borrower”). LENDER 11065220 Canada Inc. (the “Lender”). TYP

May 30, 2025 EX-19.1

Insider Trading Policy.

Exhibit 19.1 INSIDER TRADING POLICY INSIDER TRADING POLICY Effective: May 28, 2025 INTRODUCTION 1. SCOPE OF THIS POLICY 2. LEGAL BACKGROUND 2.1. INSIDER TRADING 2.2. TIPPING 2.3. DEFINITIONS 3. OBLIGATIONS 3.1. OBLIGATIONS OF ALL CANOPY TEAM MEMBERS 3.2. IMPOSITION OF BLACKOUT PERIODS 3.3. WAIVER 3.4. NO SPECULATING 3.5. NO HEDGING 3.6. DISCRETIONARY ACCOUNT 3.7. INSIDER REPORTS 3.8. AUTOMATIC PLA

May 30, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 30, 2025 Canopy Growth Corpor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 30, 2025 Canopy Growth Corporation (Exact name of registrant as specified in its charter) Canada 001-38496 N/A (State or other jurisdiction of incorporation) (Commission File Numb

May 30, 2025 EX-10.14

Non-Employee Director Compensation Table.

Exhibit 10.14 CANOPY GROWTH CORPORATION NON-EMPLOYEE DIRECTOR COMPENSATION TABLE As of April 1, 2025 The following table reflects the compensation program for non-employee directors1 of Canopy Growth Corporation as of April 1, 2025, consisting of cash retainer payments and grants of restricted share units (“RSUs”), as previously recommended by the Corporate Governance, Compensation and Nominating

May 30, 2025 EX-10.54

Loan Agreement, dated as of April 14, 2022, between Canopy Elevate III LLC and 11065220 Canada Inc.

Exhibit 10.54 LOAN AGREEMENT April 14, 2022 (the “Effective Date”) Canopy Elevate III, LLC 35715 Hwy 40 Ste D102 Evergreen, Colorado USA 80439 The Lender (as defined below) agrees to make available to the Borrower (as defined below), the following loan, subject to the terms and conditions outlined below. BORROWER Canopy Elevate III, LLC (the “Borrower”). LENDER 11065220 Canada Inc. (the “Lender”).

May 30, 2025 EX-1.3

Amendment No. 1 to Equity Distribution Agreement, dated as of May 30, 2025, by and among Canopy Growth Corporation and BMO Capital Markets Corp. and BMO Nesbitt Burns Inc.

Exhibit 1.3 Execution Version AMENDMENT NO. 1 TO EQUITY DISTRIBUTION AGREEMENT May 30, 2025 This Amendment No. 1 (“Amendment No. 1”) amends that certain Equity Distribution Agreement, dated as of February 28, 2025 (the “Agreement”), by and among Canopy Growth Corporation (the “Corporation”), BMO Capital Markets Corp. (the “U.S. Agent”) and BMO Nesbitt Burns Inc. (the “Canadian Agent” and together

May 30, 2025 EX-99.1

Canopy Growth Reports Fourth Quarter and Fiscal Year 2025 Financial Results Canada cannabis revenue increased 4% in Q4 FY2025 year-over-year, led by 13% growth in Canada medical cannabis Reduced total debt by $293 million or 49% during FY2025 Refined

Exhibit 99.1 Canopy Growth Reports Fourth Quarter and Fiscal Year 2025 Financial Results Canada cannabis revenue increased 4% in Q4 FY2025 year-over-year, led by 13% growth in Canada medical cannabis Reduced total debt by $293 million or 49% during FY2025 Refined strategy, focus and organizational structure expected to accelerate growth in global medical cannabis and improve commercial execution i

May 30, 2025 EX-14.1

Canopy Growth Corporation Code of Business Conduct and Ethics.

Exhibit 14.1 CODE OF BUSINESS CONDUCT AND ETHICS CODE OF BUSINES CONDUCT AND ETHICS Effective: May 28, 2025 1. GENERAL 2. REPORTING VIOLATIONS 3. DISCIPLINARY MATTERS 4. Integrity of Records and Compliance with Sound Accounting 5. PROTECTION AND PROPER USE OF ASSETS 6. CONFIDENTIALITY 7. CONFLICT OF INTEREST 8. IMPROPER BUSINESS PAYMENTS 9. LAWS, STATUES, REGULATIONS AND STOCK EXCHANGE POLICIES 10

May 30, 2025 POS AM

As filed with the Securities and Exchange Commission on May 30, 2025

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on May 30, 2025 Registration No.

May 30, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38496 Canopy Growth Corp

May 30, 2025 EX-97.1

Clawback Policy.

Exhibit 97.1 CLAWBACK POLICY CLAWBACK POLICY Effective: May 28, 2025 1. INTRODUCTION 2. ADMINISTRATION 3. COVERED EXECUTIVES 4. INCENTIVE BASED COMPENSATION 5. RECOUPMENT, MATERIAL FINANCIAL RESTATEMENT 6. ERRONEOUSLY AWARDED INCENTIVE- BASED COMPENSATION AMOUNT SUBJECT TO RECOVERY 7. METHOD OF RECOUPMENT 8. NO INDEMNIFICATION; SUCCESSORS 9. EXCEPTION TO ENFORCEMENT 10. INTERPRETATION 11. EFFECTIV

May 30, 2025 EX-21.1

List of Subsidiaries of Canopy Growth Corporation.

Exhibit 21.1 SUBSIDIARIES OF CANOPY GROWTH CORPORATION As of March 31, 2024 Entity Name Jurisdiction of Incorporation or Organization 10663824 Canada Inc. Canada 11065220 Canada Inc. Canada Apollo Applied Research Inc. Canada Batavia Bio Processing Limited Illinois BioSteel Sports Nutrition Inc. Canada Biosteel Sports Nutrition USA LLC Delaware Canindica Capital Ltd. Bahamas Canopy Growth Australi

May 29, 2025 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Canopy Growth Corporation (Exact Name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Regist

May 29, 2025 POSASR

As filed with the Securities and Exchange Commission on May 29, 2025

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on May 29, 2025 Registration No.

May 21, 2025 EX-1.01

Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form.

Exhibit 1.01 Conflict Minerals Report For the Calendar Year Ended December 31, 2024 1. Introduction This is the Conflict Minerals Report (the “Report”) of Canopy Growth Corporation (“Canopy”)1 for the reporting period of January 1, 2024 to December 31, 2024 (the “Reporting Period”) pursuant to Rule 13p-1 (the “Rule”) promulgated under the Securities Exchange Act of 1934, as amended. The Rule requi

May 21, 2025 SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SD Specialized Disclosure Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SD Specialized Disclosure Report CANOPY GROWTH CORPORATION (Exact Name of Registrant as Specified in its Charter) Canada 001-38496 N/A (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (I.R.S. Employer Identification Number) 1 Hershey Drive Smiths Falls, Ontario K7A 0A8 (Address of pr

April 1, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 1, 2025 Canopy Growth Corpo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 1, 2025 Canopy Growth Corporation (Exact name of registrant as specified in its charter) Canada 001-38496 N/A (State or other jurisdiction of incorporation) (Commission File Num

April 1, 2025 EX-99.1

Canopy Growth Strengthens Balance Sheet with Optional Early Prepayment to Reduce Term Loan by US$100 Million Early Prepayment Reduces Annual Interest Expense by US$13 Million, Extends Maturity of Term Loan to September 2027

Exhibit 99.1 This news release constitutes a “designated news release” for the purposes of Canopy Growth’s prospectus supplement dated June 6, 2024 to its short form base shelf prospectus dated February 28, 2025. Canopy Growth Strengthens Balance Sheet with Optional Early Prepayment to Reduce Term Loan by US$100 Million Early Prepayment Reduces Annual Interest Expense by US$13 Million, Extends Mat

February 28, 2025 424B5

Up to $200,000,000 Common Shares

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(5)  Registration No. 333-279949 Prospectus Supplement (To Prospectus dated June 5, 2024) Up to $200,000,000 Common Shares We have entered into an Equity Distribution Agreement dated February 28, 2025 (the “Equity Distribution Agreement”) with BMO Capital Markets Corp. (the “Agent”) and BMO Nesbitt Burns Inc. (the “Canadian Agent” and, together with

February 28, 2025 EX-FILING FEES

Calculation of Filing Fee Table (Form Type) Canopy Growth Corporation (Exact Name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Table 424(b)(5) (Form Type) Canopy Growth Corporation (Exact Name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee (1) Newly Registered Securities Fees to Be Paid Equity Common Shares, no par value (2) Rule 457(o) (1) — — $200,000,000 0.

February 28, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 28, 2025 Canopy Growth C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 28, 2025 Canopy Growth Corporation (Exact name of registrant as specified in its charter) Canada 001-38496 N/A (State or other jurisdiction of incorporation) (Commission File

February 28, 2025 EX-1.1

Equity Distribution Agreement, dated as of February 28, 2025, by and among Canopy Growth Corporation and BMO Capital Markets Corp. and BMO Nesbitt Burns Inc.

Exhibit 1.1 Execution Version CANOPY GROWTH CORPORATION US$200,000,000 EQUITY DISTRIBUTION AGREEMENT February 28, 2025 BMO Capital Markets Corp. 3 Times Square New York, New York, 10036 BMO Nesbitt Burns Inc. First Canadian Place, 4th Floor 100 King Street West Toronto, ON M5X 1H3 Ladies and Gentlemen: Canopy Growth Corporation, a corporation incorporated under the federal laws of Canada (the “Cor

February 7, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38496 Canopy Growth Corporation (Exact name of registrant as specified in its charter) Canada N/A (State or other jurisdiction of incorporation or organization) (I.

February 7, 2025 EX-99.1

Canopy Growth Reports Third Quarter Fiscal Year 2025 Financial Results Strong holiday sales drove Storz & Bickel net revenue growth of 19% year-over-year Record quarter for Canada medical cannabis with net revenue increasing 16%; international market

Exhibit 99.1 Canopy Growth Reports Third Quarter Fiscal Year 2025 Financial Results Strong holiday sales drove Storz & Bickel net revenue growth of 19% year-over-year Record quarter for Canada medical cannabis with net revenue increasing 16%; international markets cannabis net revenue grew 14% year-over-year Successfully launched Claybourne infused pre-rolls across Canada, Claybourne rose to #3 ma

February 7, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 7, 2025 Canopy Growth Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 7, 2025 Canopy Growth Corporation (Exact name of registrant as specified in its charter) Canada 001-38496 N/A (State or other jurisdiction of incorporation) (Commission File

December 10, 2024 424B7

7,631,637 Common Shares

TABLE OF CONTENTS  Filed pursuant to Rule 424(b)(7)  Registration No. 333-279949 PROSPECTUS SUPPLEMENT (to Prospectus dated June 5, 2024) 7,631,637 Common Shares This prospectus supplement relates to the offer and sale from time to time of up to 7,631,637 of our common shares (the “Shares”) by the selling securityholders listed in the section of this prospectus supplement entitled “Selling Securit

December 10, 2024 EX-FILING FEES

Calculation of Filing Fee Table (Form Type) Canopy Growth Corporation (Exact Name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Table 424(b)(7) (Form Type) Canopy Growth Corporation (Exact Name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee (2) Fees to Be Paid Equity Common Shares, no par value (3) 457(c) (2) 7,631,637 $3.

December 10, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 10, 2024 Canopy Growth C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 10, 2024 Canopy Growth Corporation (Exact name of registrant as specified in its charter) Canada 001-38496 N/A (State or other jurisdiction of incorporation) (Commission File

December 9, 2024 EX-99.1

Canopy Growth and Acreage Confirm Canopy USA’s Completed Acquisition of Acreage Canopy USA is now positioned to consolidate operations across its three business units – Wana, Jetty, and Acreage – realizing synergies, cost savings, and supporting grow

Exhibit 99.1 Canopy Growth and Acreage Confirm Canopy USA’s Completed Acquisition of Acreage Canopy USA is now positioned to consolidate operations across its three business units – Wana, Jetty, and Acreage – realizing synergies, cost savings, and supporting growth in state-legal markets across the U.S. Through coverage of key market segments including flower via Superflux, vape and concentrates v

December 9, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 9, 2024 Canopy Growth Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 9, 2024 Canopy Growth Corporation (Exact name of registrant as specified in its charter) Canada 001-38496 N/A (State or other jurisdiction of incorporation) (Commission File

November 26, 2024 EX-99.1

Canopy Growth Announces Mr. Luc Mongeau As The Company’s Next CEO An accomplished senior leader with more than 25 years of CPG experience, Mr. Mongeau has been actively engaged with the Company’s board for nearly two years This appointment follows a

Exhibit 99.1 This news release constitutes a “designated news release” for the purposes of Canopy Growth’s prospectus supplement dated June 6, 2024 to its short form base shelf prospectus dated June 5, 2024. Canopy Growth Announces Mr. Luc Mongeau As The Company’s Next CEO An accomplished senior leader with more than 25 years of CPG experience, Mr. Mongeau has been actively engaged with the Compan

November 26, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 26, 2024 Canopy Growth C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 26, 2024 Canopy Growth Corporation (Exact name of registrant as specified in its charter) Canada 001-38496 N/A (State or other jurisdiction of incorporation) (Commission File

November 26, 2024 EX-10.1

Employment Agreement, effective as of November 26, 2024, by and between Canopy Growth Corporation and Luc Mongeau (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on November 26, 2024).

Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT B E T W E E N: Luc Mongeau (“Employee”) Canopy Growth Corporation (“Company”) 1 Hershey Drive Smiths Falls, ON K7A 0A8 1.            Duties and Responsibilities   In consideration of your acceptance of the terms of this employment agreement (the “Agreement”), the Company hereby appoints you to the position of Chief Executive Officer of Canopy Growth Corp

November 8, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 8, 2024 Canopy Growth Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 8, 2024 Canopy Growth Corporation (Exact name of registrant as specified in its charter) Canada 001-38496 N/A (State or other jurisdiction of incorporation) (Commission File

November 8, 2024 EX-99.1

Canopy Growth Reports Second Quarter Fiscal Year 2025 Financial Results Storz & Bickel net revenue increased 32% year-over-year in Q2 FY2025 Continued growth across medical cannabis businesses, with net revenue increasing year-over-year by 16% in Can

Exhibit 99.1 Canopy Growth Reports Second Quarter Fiscal Year 2025 Financial Results Storz & Bickel net revenue increased 32% year-over-year in Q2 FY2025 Continued growth across medical cannabis businesses, with net revenue increasing year-over-year by 16% in Canada and 12% in international markets Further improved balance sheet with early prepayment reducing senior secured term loan by US$100MM S

November 8, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38496 Canopy Growth Corporation (Exact name of registrant as specified in its charter) Canada N/A (State or other jurisdiction of incorporation or organization) (I.

October 17, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 17, 2024 Canopy Growth Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 17, 2024 Canopy Growth Corporation (Exact name of registrant as specified in its charter) Canada 001-38496 N/A (State or other jurisdiction of incorporation) (Commission File

October 17, 2024 EX-99.1

Canopy Growth Further Improves Balance Sheet with Early Prepayment to Reduce Term Loan by US$100 Million and Ensures Maturity Extension to at Least December 2026

Exhibit 99.1 Canopy Growth Further Improves Balance Sheet with Early Prepayment to Reduce Term Loan by US$100 Million and Ensures Maturity Extension to at Least December 2026 SMITHS FALLS, ONTARIO (Oct 17, 2024) – Canopy Growth Corporation (“Canopy Growth” or the “Company”) (TSX: WEED) (NASDAQ: CGC), a world-leading cannabis company dedicated to unleashing the power of cannabis to improve lives, a

September 25, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 24, 2024 Canopy Growth

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 24, 2024 Canopy Growth Corporation (Exact name of registrant as specified in its charter) Canada 001-38496 N/A (State or other jurisdiction of incorporation) (Commission Fil

September 23, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )s

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )s Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use

September 16, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )s

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )s Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use

September 13, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use

September 11, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )s

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )s Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use

August 23, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 19, 2024 Canopy Growth Cor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 19, 2024 Canopy Growth Corporation (Exact name of registrant as specified in its charter) Canada 001-38496 N/A (State or other jurisdiction of incorporation) (Commission File N

August 23, 2024 EX-10.2

Retention Agreement, by and between the Canopy Growth Corporation and Christelle Gedeon, effective as of August 19, 2024

Exhibit 10.2 1 Hershey Drive Smith Falls, ON K7A 0A8 (855)558-9333 [email protected] www.canopygrowth.com August 16, 2024 Christelle Gedeon Employee Number: 10670 BY EMAIL Dear Christelle: The Board is pleased to confirm that effective August 15, 2024, the following change will be made with respect to your employment with Canopy Growth Corporation(the “Company”). Please note that unless expl

August 23, 2024 EX-10.2

Retention Agreement, by and between the Canopy Growth Corporation and Christelle Gedeon, effective as of August 19, 2024

Exhibit 10.2 1 Hershey Drive Smith Falls, ON K7A 0A8 (855)558-9333 [email protected] www.canopygrowth.com August 16, 2024 Christelle Gedeon Employee Number: 10670 BY EMAIL Dear Christelle: The Board is pleased to confirm that effective August 15, 2024, the following change will be made with respect to your employment with Canopy Growth Corporation(the “Company”). Please note that unless expl

August 23, 2024 EX-10.1

Retention Agreement, by and between the Canopy Growth Corporation USA, LLC and Judy Hong, effective as of August 19, 2024

Exhibit 10.1 1 Hershey Drive Smith Falls, ON K7A 0A8 (855)558-9333 [email protected] www.canopygrowth.com August 16, 2024 Judy Hong Employee Number: 6275 BY EMAIL Dear Judy: The Board is pleased to confirm that effective August 15, 2024, the following change will be made with respect to your employment with Canopy Growth Corporation USA, LLC (the “Company”). Please note that unless explicitl

August 23, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )s

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )s Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use

August 23, 2024 EX-10.1

Retention Agreement, by and between the Canopy Growth Corporation USA, LLC and Judy Hong, effective as of August 19, 2024

Exhibit 10.1 1 Hershey Drive Smith Falls, ON K7A 0A8 (855)558-9333 [email protected] www.canopygrowth.com August 16, 2024 Judy Hong Employee Number: 6275 BY EMAIL Dear Judy: The Board is pleased to confirm that effective August 15, 2024, the following change will be made with respect to your employment with Canopy Growth Corporation USA, LLC (the “Company”). Please note that unless explicitl

August 16, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )s

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )s Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use

August 16, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 15, 2024 Canopy Growth Cor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 15, 2024 Canopy Growth Corporation (Exact name of registrant as specified in its charter) Canada 001-38496 N/A (State or other jurisdiction of incorporation) (Commission File N

August 16, 2024 EX-99.1

Canopy Growth Announces CEO Succession Plan David Klein, CEO to retire at the end of the Company’s fiscal year Board of Directors expresses continued confidence in the Company’s strategic direction and leadership team A comprehensive CEO selection pr

Exhibit 99.1 This news release constitutes a “designated news release” for the purposes of Canopy Growth’s prospectus supplement dated June 6, 2024 to its short form base shelf prospectus dated June 5, 2024. Canopy Growth Announces CEO Succession Plan David Klein, CEO to retire at the end of the Company’s fiscal year Board of Directors expresses continued confidence in the Company’s strategic dire

August 16, 2024 EX-10.1

Separation Agreement, by and between the Canopy Growth Corporation and David Klein, dated August 15, 2024

Exhibit 10.1 August 15, 2024 David Klein RE: Mutual Separation Agreement Dear David: The purpose of this letter is to confirm the terms of your planned upcoming separation of employment with Canopy Growth Corporation (“Canopy” or the Company"), which separation is at your request. These terms balance your desire to explore other opportunities with our desire to ensure an orderly transition to your

August 13, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )s

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )s Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use

August 13, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )s

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )s Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use

August 9, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38496 Canopy Growth Corporation (Exact name of registrant as specified in its charter) Canada N/A (State or other jurisdiction of incorporation or organization) (I.

August 9, 2024 EX-10.13

Amendment No. 3 to Credit Agreement, dated as of August 8, 2024, between Canopy Growth Corporation, 11065220 Canada Inc., the lenders party thereto and Wilmington Trust, National Association.

Exhibit 10.13 Certain identified confidential information contained in this document, marked by brackets, has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. Execution Version AMENDMENT NO. 3 TO CREDIT AGREEMENT, dated as of August 8, 2024 (this “Amendment”), between CANOPY GROWTH CORPORATION, a corporation incorpor

August 9, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 9, 2024 Canopy Growth Corp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 9, 2024 Canopy Growth Corporation (Exact name of registrant as specified in its charter) Canada 001-38496 N/A (State or other jurisdiction of incorporation) (Commission File Nu

August 9, 2024 EX-99.1

Canopy Growth Reports First Quarter Fiscal Year 2025 Financial Results Focus on profitable revenue generation delivered 67% increase in gross profit year-over-year Record quarter for Canada Medical Cannabis with Net Revenue increasing 20% year-over-y

Exhibit 99.1 Canopy Growth Reports First Quarter Fiscal Year 2025 Financial Results Focus on profitable revenue generation delivered 67% increase in gross profit year-over-year Record quarter for Canada Medical Cannabis with Net Revenue increasing 20% year-over-year and 6th consecutive quarter of growth Extended maturity of senior secured term loan to December 18, 2026 with an option to further ex

August 1, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use

August 1, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permit

June 13, 2024 POS AM

As filed with the Securities and Exchange Commission on June 13, 2024

As filed with the Securities and Exchange Commission on June 13, 2024 Registration No.

June 13, 2024 POS AM

As filed with the Securities and Exchange Commission on June 13, 2024

As filed with the Securities and Exchange Commission on June 13, 2024 Registration No.

June 13, 2024 POS AM

As filed with the Securities and Exchange Commission on June 13, 2024

As filed with the Securities and Exchange Commission on June 13, 2024 Registration No.

June 13, 2024 POS AM

As filed with the Securities and Exchange Commission on June 13, 2024 Registration No. 333-279172 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURIT

As filed with the Securities and Exchange Commission on June 13, 2024 Registration No.

June 6, 2024 EX-1.1

Equity Distribution Agreement, dated as of June 6, 2024, by and among Canopy Growth Corporation and BMO Capital Markets Corp. and BMO Nesbitt Burns Inc.

Exhibit 1.1 EXECUTION VERSION CANOPY GROWTH CORPORATION US$250,000,000 EQUITY DISTRIBUTION AGREEMENT June 6, 2024 BMO Capital Markets Corp. 3 Times Square New York, New York, 10036 BMO Nesbitt Burns Inc. First Canadian Place, 4th Floor 100 King Street West Toronto, ON M5X 1H3 Ladies and Gentlemen: Canopy Growth Corporation, a corporation incorporated under the federal laws of Canada (the “Corporat

June 6, 2024 EX-FILING FEES

Calculation of Filing Fee Table (Form Type) Canopy Growth Corporation (Exact Name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Table 424(b)(5) (Form Type) Canopy Growth Corporation (Exact Name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee (1) Newly Registered Securities Fees to Be Paid Equity Common Shares, no par value (2) Rule 457(o) (1) — — $250,000,000 0.

June 6, 2024 424B5

Up to $250,000,000 Common Shares

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(5)  Registration No. 333-279949 Prospectus Supplement (To Prospectus dated June 5, 2024) Up to $250,000,000 Common Shares We have entered into an Equity Distribution Agreement dated June 6, 2024 (the “Equity Distribution Agreement”) with BMO Capital Markets Corp. (the “Agent”) and BMO Nesbitt Burns Inc. (the “Canadian Agent” and, together with the A

June 6, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 6, 2024 Canopy Growth Corpor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 6, 2024 Canopy Growth Corporation (Exact name of registrant as specified in its charter) Canada 001-38496 N/A (State or other jurisdiction of incorporation) (Commission File Numb

June 5, 2024 EX-FILING FEES

Calculation of Filing Fee Table (Form Type) Canopy Growth Corporation (Exact Name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Table 424(b)(7) (Form Type) Canopy Growth Corporation (Exact Name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee (2) Fees to Be Paid Equity Common Shares, no par value (3) 457(c) (2) 20,949,390 $7.

June 5, 2024 S-3ASR

As filed with the Securities and Exchange Commission on June 5, 2024

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 5, 2024 Registration No.

June 5, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 5, 2024 Canopy Growth Corpor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 5, 2024 Canopy Growth Corporation (Exact name of registrant as specified in its charter) Canada 001-38496 N/A (State or other jurisdiction of incorporation) (Commission File Numb

June 5, 2024 EX-4.17

Form of Indenture, by and between Canopy Growth Corporation and Computershare Trust Company of Canada (incorporated by reference to Exhibit 4.17 to the Company’s Registration Statement on Form S-3, filed with the SEC on June 5, 2024).

Exhibit 4.17 INDENTURE Made as of [], [] Between Canopy Growth Corporation (the “Corporation”) and COMPTERSHARE Trust Company OF CANADA (the “Trustee”) TABLE OF CONTENTS ARTICLE 1 – INTERPRETATION      1 Section 1.1 Definitions      1 Section 1.2 Meaning of “Outstanding”      6 Section 1.3 Interpretation      7 Section 1.4 Incorporation by Reference of Trust Indenture Act      7 Section 1.5 Headin

June 5, 2024 EX-25.1

Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended (incorporated by reference to Exhibit 25.1 to the Company’s Registration Statement on Form S-3, filed with the SEC on June 5, 2024).

Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) COMPUTERSHARE TRUST COMPANY OF CANADA (Exact name of trustee as specified in its charter) CANADA (Juris

June 5, 2024 EX-10.5

Agreement Among Lenders, dated as of June 3, 2024, by and among Viridescent Realty Trust, Inc., as First Out Lender, 11065220 Canada Inc., as Last Out Lender, VRT Agent LLC, as Administrative Agent, and acknowledged by the other loan parties thereto (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed with the SEC on June 5, 2024).

Exhibit 10.5 Execution Version AGREEMENT AMONG LENDERS AGREEMENT AMONG LENDERS, dated as of June 3, 2024 (as amended, restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), among (a) each Lender executing this Agreement as a First Out Lender (as defined below) on the signature pages hereto, (b) each Lender executing this Agreement as a Last Out Len

June 5, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 3, 2024 Canopy Growth Corpor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 3, 2024 Canopy Growth Corporation (Exact name of registrant as specified in its charter) Canada 001-38496 N/A (State or other jurisdiction of incorporation) (Commission File Numb

June 5, 2024 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-3ASR (Form Type) Canopy Growth Corporation (Exact Name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be P

June 5, 2024 EX-99.1

Canopy Growth Announces Exercise of Acreage Options Paving the Way for Acquisition by Canopy USA Canopy USA completes acquisition of Jetty and advances acquisition of Wana

Exhibit 99.1 Canopy Growth Announces Exercise of Acreage Options Paving the Way for Acquisition by Canopy USA Canopy USA completes acquisition of Jetty and advances acquisition of Wana SMITHS FALLS, ONTARIO (June 4, 2024) – Canopy Growth Corporation (“Canopy Growth” or the “Company”) (TSX: WEED) (NASDAQ: CGC), a world-leading cannabis company dedicated to unleashing the power of cannabis to improv

June 5, 2024 EX-10.2

Commitment Letter Agreement, dated June 3, 2024, by and between Viridescent Realty Trust, Inc. and 11065220 Canada Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on June 5, 2024).

Exhibit 10.2 *** Certain information in this document has been excluded pursuant to Regulation S-K, item 601(b)(10). Such excluded information is not material and is information that the company treats as private or confidential. Such omitted information is indicated by brackets “[***]”) in this exhibit. *** Execution Version COMMITMENT LETTER AGREEMENT COMMITMENT LETTER AGREEMENT, dated as of Jun

June 5, 2024 424B7

20,949,390 Common Shares

TABLE OF CONTENTS  Filed pursuant to Rule 424(b)(7)  Registration No. 333-279949 PROSPECTUS SUPPLEMENT (to Prospectus dated June 5, 2024) 20,949,390 Common Shares This prospectus supplement relates to the offer and sale from time to time of up to 20,949,390 of our common shares (the “Shares”) by the selling securityholders listed in the section of this prospectus supplement entitled “Selling Secur

June 5, 2024 EX-10.1

Assignment and Acceptance, dated as of June 3, 2024, by and among AFC Gamma, Inc., AFC Institutional Fund LLC and AFC Agent LLC, as assignors, and 11065220 Canada Inc., as assignee (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 5, 2024).

Exhibit 10.1 *** Certain information in this document has been excluded pursuant to Regulation S-K, item 601(b)(10). Such excluded information is not material and is information that the company treats as private or confidential. Such omitted information is indicated by brackets “[***]”) in this exhibit. *** Execution Version ASSIGNMENT AND ACCEPTANCE This Assignment and Acceptance (the “Assignmen

June 5, 2024 EX-10.4

Amended and Restated Credit Agreement, dated as of June 3, 2024, by and among Viridescent Realty Trust, Inc. and 11065220 Canada Inc., as lenders, High Street Capital Partners, LLC, as borrower, Acreage Holdings, Inc. and each other loan party identified on the signature pages thereto, and VRT Agent LLC, as agent for the lenders (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed with the SEC on June 5, 2024).

Exhibit 10.4 Execution Version AMENDED AND RESTATED CREDIT AGREEMENT by and among HIGH STREET CAPITAL PARTNERS, LLC as Borrower, ACREAGE HOLDINGS, INC., as Parent, THE OTHER LOAN PARTIES THAT ARE PARTY HERETO, THE LENDERS THAT ARE PARTY HERETO, as Lenders and VRT AGENT LLC, as Agent As of June 3, 2024 TABLE OF CONTENTS 1. DEFINITIONS AND CONSTRUCTION 2 1.1 Definitions 2 1.2 Accounting Terms 33 1.3

June 5, 2024 EX-10.3

Assignment and Acceptance, dated as of June 3, 2024, by and between 11065220 Canada Inc., as assignor, and Viridescent Realty Trust, Inc., as assignee (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on June 5, 2024).

Exhibit 10.3 Execution Version ASSIGNMENT AND ACCEPTANCE [1106 to VRT] This Assignment and Acceptance (the “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between the Assignor identified in item 1 below (the “Assignor”) and the Assignee identified in item 2 below (the “Assignee”). Capitalized terms used but not defined herein shall have the

May 30, 2024 EX-21.1

List of Subsidiaries of Canopy Growth Corporation.

Exhibit 21.1 SUBSIDIARIES OF CANOPY GROWTH CORPORATION As of March 31, 2024 Entity Name Jurisdiction of Incorporation or Organization 10663824 Canada Inc. Canada 11065220 Canada Inc. Canada 11239490 Canada Inc. Canada 1208640 B.C. Ltd. British Columbia Apollo Applied Research Inc. Canada Batavia Bio Processing Limited Illinois Beckley Canopy Therapeutics Limited United Kingdom BioSteel Manufacturi

May 30, 2024 EX-97.1

Amended and Restated Clawback Policy.

Exhibit 97.1 AMENDED AND RESTATED CLAWBACK POLICY CLAWBACK POLICY Effective: May 31, 2024 1. INTRODUCTION 2. ADMINISTRATION 3. COVERED EXECUTIVES 4. INCENTIVE BASED COMPENSATION 5. RECOUPMENT, MATERIAL FINANCIAL RESTATEMENT 6. ERRONEOUSLY AWARDED INCENTIVE- BASED COMPENSATION AMOUNT SUBECT TO RECOVERY 7. METHOD OF RECOUPMENT 8. NO INDEMNIFICATION; SUCCESSORS 9. EXCEPTION TO ENFORCEMENT 10. INTERPR

May 30, 2024 EX-10.14

Non-Employee Director Compensation Table.

Exhibit 10.14 CANOPY GROWTH CORPORATION NON-EMPLOYEE DIRECTOR COMPENSATION TABLE As of April 1, 2024 The following table reflects the compensation program for non-employee directors1 of Canopy Growth Corporation as of April 1, 2024, consisting of cash retainer payments and grants of restricted share units (“RSUs”), as previously recommended by the Corporate Governance, Compensation and Nominating

May 30, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 30, 2024 Canopy Growth Corpor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 30, 2024 Canopy Growth Corporation (Exact name of registrant as specified in its charter) Canada 001-38496 N/A (State or other jurisdiction of incorporation) (Commission File Numb

May 30, 2024 EX-10.42

Employment Agreement, effective as of August 1, 2022, between Canopy Growth Corporation and Christelle Gedeon.

Exhibit 10.42 EXECUTIVE EMPLOYMENT AGREEMENT B E T W E E N: Christelle Gedeon Employee - and - Canopy Growth Corporation Company 1. Duties and Responsibilities In consideration of your acceptance and continuing acceptance of the terms of this employment agreement (the “Agreement”), the Company hereby appoints you to the position of Chief Legal Officer , reporting to the CEO. You agree to perform t

May 30, 2024 EX-10.18

Amendment to Executive Employment Agreement of David Klein, effective June 8, 2024.

1 Hershey Drive Smith Falls, ON K7A 0A8 (855)558-9333 [email protected] www.canopygrowth.com Exhibit 10.18 May 29, 2024 David Klein BY EMAIL Dear David: This letter confirms certain changes to the terms of your employment agreement with Canopy Growth Corporation (the “Company”) December 8, 2019 (the “Original Agreement”), as amended by an Amending Agreement dated June 8, 2021 (the “Amending

May 30, 2024 EX-4.1

Exhibit 4.1

Exhibit 4.1 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of the date of filing of our Annual Report on Form 10-K for the year ended March 31, 2024 (the “Annual Report on Form 10-K”), Canopy Growth Corporation (“Canopy,” “we,” “us” and “our”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as am

May 30, 2024 EX-19.1

Insider Trading Policy.

Exhibit 19.1 INSIDER TRADING POLICY INSIDER TRADING POLICY Effective: May 31, 2024 INTRODUCTION 1. SCOPE OF THIS POLICY 2. LEGAL BACKGROUD 2.1. INSIDER TRADING 2.2. TIPPING 2.3. DEFINITIONS 3. OBLIGATIONS 3.1. OBLIGATIONS OF ALL CANOPY TEAM MEMBERS 3.2. IMPOSITION OF BLACKOUT PERIODS 3.3. WAIVER 3.4. NO SPECULATING 3.5. NO HEDGING 3.6. DISCRETIONARY ACCOUNT 3.7. INSIDER REPORTS 3.8. AUTOMATIC PLAN

May 30, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38496 Canopy Growth Corp

May 30, 2024 EX-10.43

Amendment to Employment Agreement of Christelle Gedeon, effective as of August 21, 2023 (incorporated by reference to Exhibit 10.43 to the Company’s Annual Report on Form 10-K for the year ended March 31, 2024, filed with the SEC on May 30, 2024).

1 Hershey Drive Smith Falls, ON K7A 0A8 (855)558-9333 [email protected] www.canopygrowth.com Exhibit 10.43 August 17, 2023 Christelle Gedeon Employee #: 10670 BY EMAIL Dear Christelle: We are pleased to confirm that effective August 21, 2023, the following changes will be made with respect to your employment with Canopy Growth Corporation. Please note that unless explicitly changed within th

May 30, 2024 EX-99.1

Canopy Growth Reports Fourth Quarter and Fiscal Year 2024 Financial Results; Q4 FY2024 Net Revenue increased 7% year-over-year, or 16% excluding divested businesses Storz & Bickel® delivered its best Q4 revenue quarter, with net revenue increasing 43

Exhibit 99.1 Canopy Growth Reports Fourth Quarter and Fiscal Year 2024 Financial Results; Q4 FY2024 Net Revenue increased 7% year-over-year, or 16% excluding divested businesses Storz & Bickel® delivered its best Q4 revenue quarter, with net revenue increasing 43% as compared to Q4 2023 Canada medical cannabis net revenue increased 16% in Q4 FY2024 and 10% in FY2024 year-over-year Canada cannabis

May 30, 2024 EX-14.1

Canopy Growth Corporation Code of Business Conduct and Ethics.

Exhibit 14.1 CODE OF BUSINESS CONDUCT AND ETHICS CODE OF BUSINES CONDUCT AND ETHICS Effective: March 2024 1. GENERAL 2. REPORTING VIOLATIONS 3. DISCIPLINARY MATTERS 4. Integrity of Records and Compliance with Sound Accounting 5. PROTECTION AND PROPER USE OF ASSETS 6. CONFIDENTIALITY 7. CONFLICT OF INTEREST 8. IMPROPER BUSINESS PAYMENTS 9. LAWS, STATUES, REGULATIONS AND STOCK EXCHANGE POLICIES 10.

May 30, 2024 EX-10.24

Amendment to Employment Agreement of Judy Hong, effective as of June 1, 2023 (incorporated by reference to Exhibit 10.24 to the Company’s Annual Report on Form 10-K for the year ended March 31, 2024, filed with the SEC on May 30, 2024).

1 Hershey Drive Smith Falls, ON K7A 0A8 (855)558-9333 [email protected] www.canopygrowth.com Exhibit 10.24 June 6, 2023 Judy Hong BY EMAIL Dear Judy, Canopy Growth USA, LLC (the “Company) is pleased to confirm that effective June 1, 2023, the following changes will be made with respect to your employment with the Company. Please note that unless explicitly changed within this letter, all oth

May 29, 2024 EX-1.01

Conflict Minerals Report as required by Items 1.01 and 1.02  of this Form.

Exhibit 1.01 Conflict Minerals Report For the Calendar Year Ended December 31, 2023 1. Introduction This is the Conflict Minerals Report (this “Report”) of Canopy Growth Corporation (“Canopy”)1 for the reporting period of January 1, 2023 to December 31, 2023 (the “Reporting Period”) pursuant to Rule 13p-1 (the “Rule”) promulgated under the Securities Exchange Act of 1934, as amended. The Rule requ

May 29, 2024 SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SD Specialized Disclosure Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SD Specialized Disclosure Report CANOPY GROWTH CORPORATION (Exact Name of Registrant as Specified in its Charter) Canada 001-38496 N/A (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (I.R.S. Employer Identification Number) 1 Hershey Drive Smiths Falls, Ontario K7A 0A8 (Address of pr

May 13, 2024 424B3

Canopy Growth Corporation 16,317,020 Common Shares

Filed Pursuant to Rule 424(b)(3) Registration No. 333-276704 PROSPECTUS SUPPLEMENT NO. 7 (to Prospectus dated February 5, 2024) Canopy Growth Corporation 16,317,020 Common Shares This prospectus supplement supplements the prospectus dated February 5, 2024 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-276704). This prospectus supplement is being filed to

May 13, 2024 424B3

1,086,279 Common Shares

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(3)  Registration No.333-279172 Prospectus 1,086,279 Common Shares This prospectus relates to the offer and sale from time to time of up to 1,086,279 of our common shares (the “Shares”) by the selling securityholders listed in the section of this prospectus entitled “Selling Securityholders” (the “Selling Securityholders”). The Shares were issued to

May 13, 2024 EX-10.1

Eighth Amendment to Arrangement Agreement, dated May 8, 2024, by and among Canopy Growth Corporation, Canopy USA, LLC and Acreage Holdings, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 13, 2024).

Exhibit 10.1 EIGHTH AMENDMENT TO ARRANGEMENT AGREEMENT THIS AMENDMENT is made as of May 8, 2024 BETWEEN: CANOPY USA, LLC, a limited liability company existing under the laws of the State of Delaware (“Canopy USA”) - and - CANOPY GROWTH CORPORATION, a corporation existing under the laws of Canada (“Canopy”) - and - ACREAGE HOLDINGS, INC., a corporation existing under the laws of the Province of Bri

May 13, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 8, 2024 Canopy Growth Corpora

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 8, 2024 Canopy Growth Corporation (Exact name of registrant as specified in its charter) Canada 001-38496 N/A (State or other jurisdiction of incorporation) (Commission File Numbe

May 13, 2024 424B3

Canopy Growth Corporation 13,218,453 Common Shares

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273319 PROSPECTUS SUPPLEMENT NO. 19 (to Prospectus dated July 28, 2023) Canopy Growth Corporation 13,218,453 Common Shares This prospectus supplement supplements the prospectus dated July 28, 2023 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-273319). This prospectus supplement is being filed to updat

May 13, 2024 424B3

Canopy Growth Corporation 1,086,279 Common Shares

Filed Pursuant to Rule 424(b)(3) Registration No. 333-279172 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated May 13, 2024) Canopy Growth Corporation 1,086,279 Common Shares This prospectus supplement supplements the prospectus dated May 13, 2024 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-279172). This prospectus supplement is being filed to update an

May 10, 2024 CORRESP

Canopy Growth Corporation 1 Hershey Drive Smiths Falls, ON K7A 0A8

Canopy Growth Corporation 1 Hershey Drive Smiths Falls, ON K7A 0A8 May 10, 2024 VIA EDGAR U.

May 7, 2024 S-1

As filed with the Securities and Exchange Commission on May 7, 2024

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on May 7, 2024 Registration No.

May 7, 2024 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Canopy Growth Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1)(2) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Shares, no par value(3) 457(c) 1,086,279 $10.

May 6, 2024 EX-99.1

Canopy Growth Announces Financing to Further Strengthen Balance Sheet Including Approximately US$50 Million of New Gross Proceeds C$27.5 Million of Debt Extended from 2025 to 2029 Providing Additional Balance Sheet Flexibility

Exhibit 99.1 Canopy Growth Announces Financing to Further Strengthen Balance Sheet Including Approximately US$50 Million of New Gross Proceeds C$27.5 Million of Debt Extended from 2025 to 2029 Providing Additional Balance Sheet Flexibility SMITHS FALLS, ONTARIO (May 3, 2024) – Canopy Growth Corporation (“Canopy Growth” or the “Company”) (TSX: WEED) (Nasdaq: CGC), today announced that on May 2, 202

May 6, 2024 EX-10.2

Exchange and Subscription Agreement, dated as of May 2, 2024, by and between the Company and the investor party thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on May 6, 2024).

Exhibit 10.2 Canopy Growth Corporation Exchange and Subscription Agreement May 2, 2024 Table of Contents Page Section 1. Definitions 1 Section 2. Rules of Construction 10 Section 3. The Transaction 10 (a) Generally 10 (b) The Closing 10 (c) Transfer Restrictions 11 (d) Maximum Percentage 13 Section 4. Representations, Warranties and Covenants of the Company 13 (a) Due Formation, Valid Existence an

May 6, 2024 424B3

Canopy Growth Corporation 13,218,453 Common Shares

424B3 1 tm2413548d3424b3.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-273319 PROSPECTUS SUPPLEMENT NO. 18 (to Prospectus dated July 28, 2023) Canopy Growth Corporation 13,218,453 Common Shares This prospectus supplement supplements the prospectus dated July 28, 2023 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-273319). This prospectus

May 6, 2024 EX-4.2

Form of Warrant Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed with the SEC on May 6, 2024).

Exhibit 4.2 THESE WARRANTS AND THE SECURITIES DELIVERABLE UPON THE EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO CANOPY GROWTH CORPORATION (THE “CORPORATION”), (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 9

May 6, 2024 EX-4.1

Form of Convertible Debenture Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 6, 2024).

Exhibit 4.1 THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE COMMON SHARES, IF ANY, ISSUABLE UPON CONVERSION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF COU

May 6, 2024 EX-10.1

Second Amended and Restated Limited Liability Company Agreement of Canopy USA, LLC, dated April 30, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 6, 2024).

Exhibit 10.1 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Canopy USA, LLC (A Delaware Limited Liability Company) Effective as of April 30, 2024 THE LIMITED LIABILITY COMPANY INTERESTS REPRESENTED BY THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE STATE SECURITIES LAWS OF ANY STATE.

May 6, 2024 EX-10.3

Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on May 6, 2024).

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of May [·], 2024, between Canopy Growth Corporation, a corporation governed by the federal laws of Canada (the “Company”), and [·], a [·] (the “Investor”). This Agreement is made pursuant to the Exchange and Subscription Agreement, dated as of May [·], 2024, between the Comp

May 6, 2024 424B3

Canopy Growth Corporation 16,317,020 Common Shares

Filed Pursuant to Rule 424(b)(3) Registration No. 333-276704 PROSPECTUS SUPPLEMENT NO. 6 (to Prospectus dated February 5, 2024) Canopy Growth Corporation 16,317,020 Common Shares This prospectus supplement supplements the prospectus dated February 5, 2024 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-276704). This prospectus supplement is being filed to

May 6, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 30, 2024 Canopy Growth Corp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 30, 2024 Canopy Growth Corporation (Exact name of registrant as specified in its charter) Canada 001-38496 N/A (State or other jurisdiction of incorporation) (Commission File Nu

April 30, 2024 424B3

Canopy Growth Corporation 16,317,020 Common Shares

Filed Pursuant to Rule 424(b)(3) Registration No. 333-276704 PROSPECTUS SUPPLEMENT NO. 5 (to Prospectus dated February 5, 2024) Canopy Growth Corporation 16,317,020 Common Shares This prospectus supplement supplements the prospectus dated February 5, 2024 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-276704). This prospectus supplement is being filed to

April 30, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 25, 2024 Canopy Growth Corp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 25, 2024 Canopy Growth Corporation (Exact name of registrant as specified in its charter) Canada 001-38496 N/A (State or other jurisdiction of incorporation) (Commission File Nu

April 30, 2024 424B3

Canopy Growth Corporation 13,218,453 Common Shares

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273319 PROSPECTUS SUPPLEMENT NO. 17 (to Prospectus dated July 28, 2023) Canopy Growth Corporation 13,218,453 Common Shares This prospectus supplement supplements the prospectus dated July 28, 2023 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-273319). This prospectus supplement is being filed to updat

April 30, 2024 EX-10.1

Seventh Amendment to Arrangement Agreement, dated April 25, 2024, by and among Canopy Growth Corporation, Canopy USA, LLC and Acreage Holdings, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on April 30, 2024).

Exhibit 10.1 SEVENTH AMENDMENT TO ARRANGEMENT AGREEMENT THIS AMENDMENT is made as of April 25, 2024 BETWEEN: CANOPY USA, LLC, a limited liability company existing under the laws of the State of Delaware (“Canopy USA”) - and - CANOPY GROWTH CORPORATION, a corporation existing under the laws of Canada (“Canopy”) - and - ACREAGE HOLDINGS, INC., a corporation existing under the laws of the Province of

April 19, 2024 EX-99.2

NOTICE OF CONVERSION OF COMMON SHARES TO: ODYSSEY TRUST COMPANY (the “Transfer Agent”) 702 – 67 Yonge Street Toronto, Ontario M5E 1J8 CC: CANOPY GROWTH CORPORATION (the “Corporation”) 1 Hershey Drive Smiths Falls, Ontario K7A 0A8 Email: contracts@can

EX-99.2 3 d823440dex992.htm EX-99.2 Exhibit 99.2 NOTICE OF CONVERSION OF COMMON SHARES TO: ODYSSEY TRUST COMPANY (the “Transfer Agent”) 702 – 67 Yonge Street Toronto, Ontario M5E 1J8 CC: CANOPY GROWTH CORPORATION (the “Corporation”) 1 Hershey Drive Smiths Falls, Ontario K7A 0A8 Email: [email protected] The undersigned hereby gives notice to the Transfer Agent of such person’s desire to co

April 19, 2024 EX-99.4

Joint Filing Agreement

EX-99.4 5 d823440dex994.htm EX-99.4 EXHIBIT 99.4 Joint Filing Agreement In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of this Amendment to Schedule 13D, including amendments thereto, with respect to the shares of Common Shares, no par value, of Canopy Growth Corporation and further agre

April 19, 2024 EX-99.1

Canopy Growth Announces CBI Conversion to Exchangeable Shares and Newly Constituted Board of Directors Conversion of Greenstar Promissory Note into Exchangeable Shares further improves Canopy’s balance sheet through the elimination of short term debt

Exhibit 99.1 Canopy Growth Announces CBI Conversion to Exchangeable Shares and Newly Constituted Board of Directors Conversion of Greenstar Promissory Note into Exchangeable Shares further improves Canopy’s balance sheet through the elimination of short term debt, reduces overall debt balance by C$100MM SMITHS FALLS, ONTARIO (April 18 2024) – Canopy Growth Corporation (“Canopy Growth” or the “Comp

April 19, 2024 424B3

Canopy Growth Corporation 13,218,453 Common Shares

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273319 PROSPECTUS SUPPLEMENT NO. 16 (to Prospectus dated July 28, 2023) Canopy Growth Corporation 13,218,453 Common Shares This prospectus supplement supplements the prospectus dated July 28, 2023 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-273319). This prospectus supplement is being filed to updat

April 19, 2024 SC 13D/A

CA:WEED / Canopy Growth Corporation / Greenstar Canada Investment Limited Partnership - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 13) Canopy Growth Corporation (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 901164 (CUSIP Number) Lloyd H. Spencer, Esq. Nixon Peabody LLP 799 9th Street NW, Suite 500 Washington, D.C. 20001 (202) 585-8000 (Name, Addres

April 19, 2024 EX-10.1

Exchange Agreement, dated as of April 18, 2024, by and between Greenstar Canada Investment Limited Partnership and Canopy Growth Corporation (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on April 19, 2024).

Exhibit 10.1 CANOPY GROWTH CORPORATION Exchange Agreement April 18, 2024 Table of Contents Page Section 1. DEFINITIONS 1 Section 2. RULES OF CONSTRUCTION 2 Section 3. THE EXCHANGE 3 (a) Generally 3 (b) Closing 3 Section 4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY 4 (a) Due Formation, Valid Existence and Good Standing; Power to Perform Obligations 4 (b) Securities Act Matters 4 (c)

April 19, 2024 EX-99.1

NOTICE OF CONVERSION OF COMMON SHARES TO: ODYSSEY TRUST COMPANY (the “Transfer Agent”) 702 – 67 Yonge Street Toronto, Ontario M5E 1J8 CC: CANOPY GROWTH CORPORATION (the “Corporation”) 1 Hershey Drive Smiths Falls, Ontario K7A 0A8 Email: contracts@can

EX-99.1 2 d823440dex991.htm EX-99.1 Exhibit 99.1 NOTICE OF CONVERSION OF COMMON SHARES TO: ODYSSEY TRUST COMPANY (the “Transfer Agent”) 702 – 67 Yonge Street Toronto, Ontario M5E 1J8 CC: CANOPY GROWTH CORPORATION (the “Corporation”) 1 Hershey Drive Smiths Falls, Ontario K7A 0A8 Email: [email protected] The undersigned hereby gives notice to the Transfer Agent of such person’s desire to co

April 19, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 18, 2024 Canopy Growth Corp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 18, 2024 Canopy Growth Corporation (Exact name of registrant as specified in its charter) Canada 001-38496 N/A (State or other jurisdiction of incorporation) (Commission File Nu

April 19, 2024 424B3

Canopy Growth Corporation 16,317,020 Common Shares

Filed Pursuant to Rule 424(b)(3) Registration No. 333-276704 PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated February 5, 2024) Canopy Growth Corporation 16,317,020 Common Shares This prospectus supplement supplements the prospectus dated February 5, 2024 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-276704). This prospectus supplement is being filed to

April 19, 2024 EX-99.3

CANOPY GROWTH CORPORATION Exchange Agreement April 18, 2024

EX-99.3 4 d823440dex993.htm EX-99.3 Exhibit 99.3 CANOPY GROWTH CORPORATION Exchange Agreement April 18, 2024 Table of Contents Page Section 1. DEFINITIONS 1 Section 2. RULES OF CONSTRUCTION 2 Section 3. THE EXCHANGE 3 (a) Generally 3 (b) Closing 3 Section 4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY 4 (a) Due Formation, Valid Existence and Good Standing; Power to Perform Obligations

April 17, 2024 424B3

Canopy Growth Corporation 13,218,453 Common Shares

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273319 PROSPECTUS SUPPLEMENT NO. 15 (to Prospectus dated July 28, 2023) Canopy Growth Corporation 13,218,453 Common Shares This prospectus supplement supplements the prospectus dated July 28, 2023 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-273319). This prospectus supplement is being filed to updat

April 17, 2024 424B3

Canopy Growth Corporation 16,317,020 Common Shares

Filed Pursuant to Rule 424(b)(3) Registration No. 333-276704 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated February 5, 2024) Canopy Growth Corporation 16,317,020 Common Shares This prospectus supplement supplements the prospectus dated February 5, 2024 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-276704). This prospectus supplement is being filed to

April 16, 2024 EX-3.1

Articles of Amendment to Articles of Incorporation of Canopy Growth Corporation, filed on April 12, 2024 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on April 16, 2024).

Exhibit 3.1 Certificate of Amendment Canada Business Corporations Act Loi canadienne sur les sociétés par actions Certificat de modification Canopy Growth Corporation 721873-7 Corporate name / Dénomination sociale Corporation number / Numéro de société Hantz Prosper Date of amendment (YYYY-MM-DD) Date de modification (AAAA-MM-JJ) Director / Directeur 2024-04-12 I HEREBY CERTIFY that the articles o

April 16, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 12, 2024 Canopy Growth Corp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 12, 2024 Canopy Growth Corporation (Exact name of registrant as specified in its charter) Canada 001-38496 N/A (State or other jurisdiction of incorporation) (Commission File Nu

April 16, 2024 EX-99.1

CANOPY GROWTH ANNOUNCES RESULTS OF SPECIAL MEETING OF SHAREHOLDERS

Exhibit 99.1 CANOPY GROWTH ANNOUNCES RESULTS OF SPECIAL MEETING OF SHAREHOLDERS · Shareholders overwhelmingly approve the creation of a new class of Exchangeable Shares of Canopy Growth, enabling the acceleration of Canopy Growth’s entry into the U.S. THC market, which is expected to be approximately $50B in 2026.1 · Canopy USA expected to advance imminently with triggering acquisition of U.S. ass

April 1, 2024 EX-10.1

Sixth Amendment to Arrangement Agreement, dated March 29, 2024, by and among Canopy Growth Corporation, Canopy USA, LLC and Acreage Holdings, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on April 1, 2024).

Exhibit 10.1 SIXTH AMENDMENT TO ARRANGEMENT AGREEMENT THIS AMENDMENT is made as of March 29, 2024 BETWEEN: CANOPY USA, LLC, a limited liability company existing under the laws of the State of Delaware (“Canopy USA”) - and - CANOPY GROWTH CORPORATION, a corporation existing under the laws of Canada (“Canopy”) - and - ACREAGE HOLDINGS, INC., a corporation existing under the laws of the Province of B

April 1, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permit

April 1, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 29, 2024 Canopy Growth Corp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 29, 2024 Canopy Growth Corporation (Exact name of registrant as specified in its charter) Canada 001-38496 N/A (State or other jurisdiction of incorporation) (Commission File Nu

April 1, 2024 424B3

Canopy Growth Corporation 13,218,453 Common Shares

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273319 PROSPECTUS SUPPLEMENT NO. 14 (to Prospectus dated July 28, 2023) Canopy Growth Corporation 13,218,453 Common Shares This prospectus supplement supplements the prospectus dated July 28, 2023 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-273319). This prospectus supplement is being filed to updat

April 1, 2024 424B3

Canopy Growth Corporation 16,317,020 Common Shares

Filed Pursuant to Rule 424(b)(3) Registration No. 333-276704 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated February 5, 2024) Canopy Growth Corporation 16,317,020 Common Shares This prospectus supplement supplements the prospectus dated February 5, 2024 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-276704). This prospectus supplement is being filed to

March 14, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permit

March 11, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permit

March 11, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permit

March 1, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨        Preliminary Proxy Statement ¨        Confidential, for Use of the Commission O

February 26, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permit

February 21, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use

February 20, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use

February 13, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use

February 12, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 9, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant  Filed by a Party other than the Registrant  Check the appropriate box:  Preliminary Proxy Statement  Confidential, for Use of the Commission Only (as permit

February 9, 2024 424B3

Canopy Growth Corporation 13,218,453 Common Shares

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273319 PROSPECTUS SUPPLEMENT NO. 13 (to Prospectus dated July 28, 2023) Canopy Growth Corporation 13,218,453 Common Shares This prospectus supplement supplements the prospectus dated July 28, 2023 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-273319). This prospectus supplement is being filed to updat

February 9, 2024 EX-10.2

Second Amended and Restated Protection Agreement, dated as of January 25, 2024, by and among Canopy USA, LLC, 11065220 Canada Inc. and Canopy Growth Corporation.

Exhibit 10.2 EXECUTION VERSION SECOND AMENDED AND RESTATED Protection Agreement CANOPY USA, LLC - and - 11065220 CANADA INC. - and - CANOPY GROWTH CORPORATION January 25, 2024 TABLE OF CONTENTS 1. DEFINITIONS. 4 2. CONDUCT OF BUSINESS OF THE COMPANY. 11 (a) Conduct 11 (b) Restrictions 11 (c) Obligations 13 (d) Notices 14 (e) Updates 15 (f) Annual Business Plan 15 (g) Manager Rights 15 (h) Access 1

February 9, 2024 EX-99.1

Canopy Growth Reports Third Quarter Fiscal Year 2024 Financial Results; Achieves Third Quarter of Sequential Revenue Growth across Canada Cannabis Businesses and a Record Quarter for Medical Sales Canada adult-use cannabis business-to-business net re

Exhibit 99.1 Canopy Growth Reports Third Quarter Fiscal Year 2024 Financial Results; Achieves Third Quarter of Sequential Revenue Growth across Canada Cannabis Businesses and a Record Quarter for Medical Sales Canada adult-use cannabis business-to-business net revenue up 9% year-over-year; Canada medical cannabis net revenue up 11% year-over-year Focused execution drove sustained margin improvemen

February 9, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38496 Canopy Growth Corporation (Exact name of registrant as specified in its charter) Canada N/A (State or other jurisdiction of incorporation or organization) (I.

February 9, 2024 424B3

Canopy Growth Corporation 16,317,020 Common Shares

Filed Pursuant to Rule 424(b)(3) Registration No. 333-276704 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated February 5, 2024) Canopy Growth Corporation 16,317,020 Common Shares This prospectus supplement supplements the prospectus dated February 5, 2024 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-276704). This prospectus supplement is being filed to

February 9, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 9, 2024 Canopy Growth Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 9, 2024 Canopy Growth Corporation (Exact name of registrant as specified in its charter) Canada 001-38496 N/A (State or other jurisdiction of incorporation) (Commission File

February 9, 2024 EX-10.2

Second Amended and Restated Protection Agreement, dated as of January 25, 2024, by and among Canopy USA, LLC, 11065220 Canada Inc. and Canopy Growth Corporation (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2023, filed with the SEC on February 9, 2024).

Exhibit 10.2 EXECUTION VERSION SECOND AMENDED AND RESTATED Protection Agreement CANOPY USA, LLC - and - 11065220 CANADA INC. - and - CANOPY GROWTH CORPORATION January 25, 2024 TABLE OF CONTENTS 1. DEFINITIONS. 4 2. CONDUCT OF BUSINESS OF THE COMPANY. 11 (a) Conduct 11 (b) Restrictions 11 (c) Obligations 13 (d) Notices 14 (e) Updates 15 (f) Annual Business Plan 15 (g) Manager Rights 15 (h) Access 1

February 9, 2024 EX-10.2

Second Amended and Restated Protection Agreement, dated as of January 25, 2024, by and among Canopy USA, LLC, 11065220 Canada Inc. and Canopy Growth Corporation.

Exhibit 10.2 EXECUTION VERSION SECOND AMENDED AND RESTATED Protection Agreement CANOPY USA, LLC - and - 11065220 CANADA INC. - and - CANOPY GROWTH CORPORATION January 25, 2024 TABLE OF CONTENTS 1. DEFINITIONS. 4 2. CONDUCT OF BUSINESS OF THE COMPANY. 11 (a) Conduct 11 (b) Restrictions 11 (c) Obligations 13 (d) Notices 14 (e) Updates 15 (f) Annual Business Plan 15 (g) Manager Rights 15 (h) Access 1

February 5, 2024 424B3

16,317,020 Common Shares

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(3)  Registration No. 333-276704 Prospectus 16,317,020 Common Shares This prospectus relates to the offer and sale from time to time of up to 16,317,020 of our common shares by the selling securityholders listed in the section of this prospectus entitled “Selling Securityholders” (the “Selling Securityholders”), which is comprised of: (i) 8,158,510 c

February 5, 2024 CORRESP

*********

1(212) 318-6393 [email protected] February 5, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Tara Harkins Lynn Dicker Alan Campbell Laura Crotty Re: Canopy Growth Corporation   Amendment No. 5 to Preliminary Proxy Statement on Schedule 14A   Filed January 25, 2024   File No

February 5, 2024 PRER14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 6)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 6) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Con

February 1, 2024 CORRESP

Canopy Growth Corporation 1 Hershey Drive Smiths Falls, ON K7A 0A8

Canopy Growth Corporation 1 Hershey Drive Smiths Falls, ON K7A 0A8 February 1, 2024 VIA EDGAR U.

January 26, 2024 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Canopy Growth Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1)(2) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Shares, no par value 457(c) 8,158,510 $4.

January 26, 2024 S-1

As filed with the Securities and Exchange Commission on January 26, 2024

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on January 26, 2024 Registration No.

January 25, 2024 CORRESP

*********

1(212) 318-6393 [email protected] January 25, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Tara Harkins  Lynn Dicker  Alan Campbell  Laura Crotty Re: Canopy Growth Corporation Amendment No. 4 to Preliminary Proxy Statement on Schedule 14A Filed August 11, 2023 File No. 00

January 25, 2024 PRER14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 5)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 5) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Con

January 19, 2024 EX-10.2

Registration Rights Agreement, dated as of January 19, 2024 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on January 19, 2024).

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 19, 2024, between Canopy Growth Corporation, a corporation governed by the federal laws of Canada (the “Company”), and each of the several investors signatory hereto (each such investor, an “Investor” and, collectively, the “Investors”). This Agreement is made pur

January 19, 2024 EX-99.1

Canopy Growth Announces Upsized US$35 Million Private Placement

Exhibit 99.1 Canopy Growth Announces Upsized US$35 Million Private Placement SMITHS FALLS, ON. January 18, 2024 - Canopy Growth Corporation (“Canopy Growth” or the “Company”) (TSX: WEED) (Nasdaq: CGC), today announced that it has entered into subscription agreements (the “Subscription Agreements”), dated as of January 18, 2024, with certain institutional investors (the “Investors”) in a private pl

January 19, 2024 EX-4.2

Form of Series B Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed with the SEC on January 19, 2024).

Exhibit 4.2 Execution Version THESE WARRANTS AND THE SECURITIES DELIVERABLE UPON THE EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO CANOPY GROWTH CORPORATION (THE “CORPORATION”), (B) OUTSIDE THE UNITED STATES IN COMP

January 19, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 18, 2024 Canopy Growth Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 18, 2024 Canopy Growth Corporation (Exact name of registrant as specified in its charter) Canada 001-38496 N/A (State or other jurisdiction of incorporation) (Commission File

January 19, 2024 EX-10.1

Form of Subscription Agreement, dated January 18, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on January 19, 2024).

Exhibit 10.1 SUBSCRIPTION AGREEMENT THIS AGREEMENT is made as of January 18, 2024 between: CANOPY GROWTH CORPORATION, a corporation governed by the federal laws of Canada (the "Company"), - and - [•], a corporation incorporated under the laws of [•] (the "Investor"). WHEREAS the Company has agreed to issue to the Investor [•] units (each, a “Unit”) of the Company at a price of US$4.29 per Unit in

January 19, 2024 424B3

Canopy Growth Corporation 13,218,453 Common Shares

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273319 PROSPECTUS SUPPLEMENT NO. 12 (to Prospectus dated July 28, 2023) Canopy Growth Corporation 13,218,453 Common Shares This prospectus supplement supplements the prospectus dated July 28, 2023 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-273319). This prospectus supplement is being filed to updat

January 19, 2024 EX-4.1

Form of Series A Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on January 19, 2024).

Exhibit 4.1 Execution Version THESE WARRANTS AND THE SECURITIES DELIVERABLE UPON THE EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO CANOPY GROWTH CORPORATION (THE “CORPORATION”), (B) OUTSIDE THE UNITED STATES IN COMP

January 16, 2024 424B3

Canopy Growth Corporation 13,218,453 Common Shares

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273319 PROSPECTUS SUPPLEMENT NO. 11 (to Prospectus dated July 28, 2023) Canopy Growth Corporation 13,218,453 Common Shares This prospectus supplement supplements the prospectus dated July 28, 2023 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-273319). This prospectus supplement is being filed to updat

January 12, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 9, 2024 Canopy Growth Cor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 9, 2024 Canopy Growth Corporation (Exact name of registrant as specified in its charter) Canada 001-38496 N/A (State or other jurisdiction of incorporation) (Commission File N

January 2, 2024 424B3

Canopy Growth Corporation 13,218,453 Common Shares

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273319 PROSPECTUS SUPPLEMENT NO. 10 (to Prospectus dated July 28, 2023) Canopy Growth Corporation 13,218,453 Common Shares This prospectus supplement supplements the prospectus dated July 28, 2023 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-273319). This prospectus supplement is being filed to updat

January 2, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 29, 2023 Canopy Growth C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 29, 2023 Canopy Growth Corporation (Exact name of registrant as specified in its charter) Canada 001-38496 N/A (State or other jurisdiction of incorporation) (Commission File

January 2, 2024 EX-10.1

Fifth Amendment to Arrangement Agreement, dated December 29, 2023, by and among Canopy Growth Corporation, Canopy USA, LLC and Acreage Holdings, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on January 2, 2024).

Exhibit 10.1 FIFTH AMENDMENT TO ARRANGEMENT AGREEMENT THIS AMENDMENT is made as of December 29, 2023 BETWEEN: CANOPY USA, LLC, a limited liability company existing under the laws of the State of Delaware (“Canopy USA”) - and - CANOPY GROWTH CORPORATION, a corporation existing under the laws of Canada (“Canopy”) - and - ACREAGE HOLDINGS, INC., a corporation existing under the laws of the Province o

December 18, 2023 EX-99.2

Press Release, dated December 18, 2023.

Exhibit 99.2 Canopy Growth Announces Completed Sale of This Works Divestiture of the skincare and wellness brand is aligned with Canopy Growth’s focus on North American cannabis operations SMITHS FALLS, ON and LONDON, UK – December 18, 2023 – Canopy Growth Corporation (“Canopy Growth” or the “Company”) (TSX: WEED) (NASDAQ: CGC) today announced that the Company has completed the divestiture of its

December 18, 2023 EX-3.1

Amendment to Articles of Canopy Growth Corporation, filed on December 15, 2023.

Exhibit 3.1 Certificate of Amendment Canada Business Corporations Act Loi canadienne sur les sociétés par actions Certificat de modification Canopy Growth Corporation 721873-7 Corporate name / Dénomination sociale Corporation number / Numéro de société Hantz Prosper Date of amendment (YYYY-MM-DD) Date de modification (AAAA-MM-JJ) Director / Directeur 2023-12-15 I HEREBY CERTIFY that the articles o

December 18, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 13, 2023 Canopy Growth C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 13, 2023 Canopy Growth Corporation (Exact name of registrant as specified in its charter) Canada 001-38496 N/A (State or other jurisdiction of incorporation) (Commission File

December 18, 2023 EX-99.2

Canopy Growth Announces Completed Sale of This Works Divestiture of the skincare and wellness brand is aligned with Canopy Growth’s focus on North American cannabis operations

Exhibit 99.2 Canopy Growth Announces Completed Sale of This Works Divestiture of the skincare and wellness brand is aligned with Canopy Growth’s focus on North American cannabis operations SMITHS FALLS, ON and LONDON, UK – December 18, 2023 – Canopy Growth Corporation (“Canopy Growth” or the “Company”) (TSX: WEED) (NASDAQ: CGC) today announced that the Company has completed the divestiture of its

December 18, 2023 424B3

Canopy Growth Corporation 13,218,453 Common Shares

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273319 PROSPECTUS SUPPLEMENT NO. 9 (to Prospectus dated July 28, 2023) Canopy Growth Corporation 13,218,453 Common Shares This prospectus supplement supplements the prospectus dated July 28, 2023 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-273319). This prospectus supplement is being filed to update

December 18, 2023 EX-99.1

Canopy Growth Announces Effective Date of Share Consolidation Shares will be consolidated at a 1 for 10 ratio Action expected to allow the Company to regain compliance with Nasdaq minimum bid price requirement

Exhibit 99.1 Canopy Growth Announces Effective Date of Share Consolidation Shares will be consolidated at a 1 for 10 ratio Action expected to allow the Company to regain compliance with Nasdaq minimum bid price requirement SMITHS FALLS, ON - December 13, 2023 - Canopy Growth Corporation (“Canopy Growth” or the “Company”) (TSX: WEED) (Nasdaq: CGC) announced today that the Company’s board of directo

December 18, 2023 EX-3.1

Amendment to Articles of Canopy Growth Corporation, filed on December 15, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 18, 2023).

Exhibit 3.1 Certificate of Amendment Canada Business Corporations Act Loi canadienne sur les sociétés par actions Certificat de modification Canopy Growth Corporation 721873-7 Corporate name / Dénomination sociale Corporation number / Numéro de société Hantz Prosper Date of amendment (YYYY-MM-DD) Date de modification (AAAA-MM-JJ) Director / Directeur 2023-12-15 I HEREBY CERTIFY that the articles o

December 18, 2023 EX-99.1

Press Release, dated December 13, 2023.

Exhibit 99.1 Canopy Growth Announces Effective Date of Share Consolidation Shares will be consolidated at a 1 for 10 ratio Action expected to allow the Company to regain compliance with Nasdaq minimum bid price requirement SMITHS FALLS, ON - December 13, 2023 - Canopy Growth Corporation (“Canopy Growth” or the “Company”) (TSX: WEED) (Nasdaq: CGC) announced today that the Company’s board of directo

November 13, 2023 EX-10.12

Form of Option Grant Agreement (International Employees)

Exhibit 10.12 OPTION GRANT AGREEMENT (INTERNATIONAL EMPLOYEES) ###GRANTDATE### ###PARTICIPANTNAME### PERSONAL AND CONFIDENTIAL BY EMAIL Dear ###PARTICIPANTNAME### I am pleased to confirm that you have been granted options (the “Options”) to purchase common shares (“Common Shares”) in the capital of Canopy Growth Corporation (“Canopy Growth”) under Canopy Growth’s Omnibus Equity Incentive Plan, as

November 13, 2023 424B3

Canopy Growth Corporation 15,206,046 Common Shares

Filed Pursuant to Rule 424(b)(3) Registration No. 333-274268 PROSPECTUS SUPPLEMENT NO. 6 (to Prospectus dated September 8, 2023) Canopy Growth Corporation 15,206,046 Common Shares This prospectus supplement supplements the prospectus dated September 8, 2023 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-274268). This prospectus supplement is being filed t

November 13, 2023 EX-10.10

Canopy Growth Corporation Omnibus Equity Incentive Plan

Exhibit 10.10 CANOPY GROWTH CORPORATION OMNIBUS EQUITY INCENTIVE PLAN September 25, 2023 TABLE OF CONTENTS Page ARTICLE 1 PURPOSE 1 1.1 Purpose 1 ARTICLE 2 INTERPRETATION 1 2.1 Definitions 1 2.2 Interpretation 7 ARTICLE 3 ADMINISTRATION 8 3.1 Administration 8 3.2 Delegation to Committee 9 3.3 Determinations Binding 9 3.4 Eligibility 9 3.5 Plan Administrator Requirements 9 3.6 Total Shares Subject

November 13, 2023 EX-10.14

Form of Restricted Stock Unit Grant Agreement (Non-U.S. Employees) (For Settlement in Common Shares Only)

Exhibit 10.14 RESTRICTED STOCK UNIT GRANT AGREEMENT (NON-U.S. EMPLOYEES) (FOR SETTLEMENT IN COMMON SHARES ONLY) To: ###PARTICIPANTNAME### Date: ###GRANTDATE### I am pleased to confirm that, in connection with services to be rendered by you over the period that includes the vesting dates outlined in the table below, you have been granted Restricted Share Units (the “RSUs”) of Canopy Growth Corporat

November 13, 2023 EX-10.13

Form of Restricted Stock Unit Grant Agreement (U.S. Employees) (For Settlement in Common Shares Only)

Exhibit 10.13 RESTRICTED STOCK UNIT GRANT AGREEMENT (U.S. EMPLOYEES) (FOR SETTLEMENT IN COMMON SHARES ONLY) To: ###PARTICIPANTNAME### Date: ###GRANTDATE### I am pleased to confirm that, in connection with services to be rendered by you over the period that includes the vesting dates outlined in the table below, you have been granted Restricted Share Units (the “RSUs”) of Canopy Growth Corporation

November 13, 2023 EX-10.10

Canopy Growth Corporation Omnibus Equity Incentive Plan

Exhibit 10.10 CANOPY GROWTH CORPORATION OMNIBUS EQUITY INCENTIVE PLAN September 25, 2023 TABLE OF CONTENTS Page ARTICLE 1 PURPOSE 1 1.1 Purpose 1 ARTICLE 2 INTERPRETATION 1 2.1 Definitions 1 2.2 Interpretation 7 ARTICLE 3 ADMINISTRATION 8 3.1 Administration 8 3.2 Delegation to Committee 9 3.3 Determinations Binding 9 3.4 Eligibility 9 3.5 Plan Administrator Requirements 9 3.6 Total Shares Subject

November 13, 2023 EX-10.11

Form of Option Grant Agreement (U.S. and Canadian Employees)

Exhibit 10.11 OPTION GRANT AGREEMENT (U.S. AND CANADIAN EMPLOYEES) ###GRANTDATE### ###PARTICIPANTNAME### PERSONAL AND CONFIDENTIAL BY EMAIL Dear ###PARTICIPANTNAME### I am pleased to confirm that you have been granted options (the “Options”) to purchase common shares (“Common Shares”) in the capital of Canopy Growth Corporation (“Canopy Growth”) under Canopy Growth’s Omnibus Equity Incentive Plan,

November 13, 2023 EX-10.11

Form of Option Grant Agreement (U.S. and Canadian Employees)

Exhibit 10.11 OPTION GRANT AGREEMENT (U.S. AND CANADIAN EMPLOYEES) ###GRANTDATE### ###PARTICIPANTNAME### PERSONAL AND CONFIDENTIAL BY EMAIL Dear ###PARTICIPANTNAME### I am pleased to confirm that you have been granted options (the “Options”) to purchase common shares (“Common Shares”) in the capital of Canopy Growth Corporation (“Canopy Growth”) under Canopy Growth’s Omnibus Equity Incentive Plan,

November 13, 2023 EX-10.10

Canopy Growth Corporation Omnibus Equity Incentive Plan

Exhibit 10.10 CANOPY GROWTH CORPORATION OMNIBUS EQUITY INCENTIVE PLAN September 25, 2023 TABLE OF CONTENTS Page ARTICLE 1 PURPOSE 1 1.1 Purpose 1 ARTICLE 2 INTERPRETATION 1 2.1 Definitions 1 2.2 Interpretation 7 ARTICLE 3 ADMINISTRATION 8 3.1 Administration 8 3.2 Delegation to Committee 9 3.3 Determinations Binding 9 3.4 Eligibility 9 3.5 Plan Administrator Requirements 9 3.6 Total Shares Subject

November 13, 2023 EX-10.5

Agreement of Purchase and Sale, dated as of August 15, 2023, by and among the Canopy Growth Corporation, Tweed Inc. and Hershey Canada Inc.

Exhibit 10.5 *** Certain information in this document has been excluded pursuant to Regulation S-K, item 601(b)(10). Such excluded information is not material and is information that the company treats as private or confidential. Such omitted information is indicated by brackets (“[***]”) in this exhibit. *** AGREEMENT OF PURCHASE AND SALE BETWEEN HERSHEY CANADA INC. - AND - CANOPY GROWTH CORPORAT

November 13, 2023 EX-10.14

Form of Restricted Stock Unit Grant Agreement (Non-U.S. Employees) (For Settlement in Common Shares Only)

Exhibit 10.14 RESTRICTED STOCK UNIT GRANT AGREEMENT (NON-U.S. EMPLOYEES) (FOR SETTLEMENT IN COMMON SHARES ONLY) To: ###PARTICIPANTNAME### Date: ###GRANTDATE### I am pleased to confirm that, in connection with services to be rendered by you over the period that includes the vesting dates outlined in the table below, you have been granted Restricted Share Units (the “RSUs”) of Canopy Growth Corporat

November 13, 2023 EX-10.11

Form of Option Grant Agreement (U.S. and Canadian Employees)

Exhibit 10.11 OPTION GRANT AGREEMENT (U.S. AND CANADIAN EMPLOYEES) ###GRANTDATE### ###PARTICIPANTNAME### PERSONAL AND CONFIDENTIAL BY EMAIL Dear ###PARTICIPANTNAME### I am pleased to confirm that you have been granted options (the “Options”) to purchase common shares (“Common Shares”) in the capital of Canopy Growth Corporation (“Canopy Growth”) under Canopy Growth’s Omnibus Equity Incentive Plan,

November 13, 2023 424B3

Canopy Growth Corporation 45,858,936 Common Shares

Filed Pursuant to Rule 424(b)(3) Registration No. 333-274594 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated September 26, 2023) Canopy Growth Corporation 45,858,936 Common Shares This prospectus supplement supplements the prospectus dated September 26, 2023 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-274594). This prospectus supplement is being filed

November 13, 2023 EX-10.5

Agreement of Purchase and Sale, dated as of August 15, 2023, by and among the Canopy Growth Corporation, Tweed Inc. and Hershey Canada Inc.

Exhibit 10.5 *** Certain information in this document has been excluded pursuant to Regulation S-K, item 601(b)(10). Such excluded information is not material and is information that the company treats as private or confidential. Such omitted information is indicated by brackets (“[***]”) in this exhibit. *** AGREEMENT OF PURCHASE AND SALE BETWEEN HERSHEY CANADA INC. - AND - CANOPY GROWTH CORPORAT

November 13, 2023 EX-10.13

Form of Restricted Stock Unit Grant Agreement (U.S. Employees) (For Settlement in Common Shares Only)

Exhibit 10.13 RESTRICTED STOCK UNIT GRANT AGREEMENT (U.S. EMPLOYEES) (FOR SETTLEMENT IN COMMON SHARES ONLY) To: ###PARTICIPANTNAME### Date: ###GRANTDATE### I am pleased to confirm that, in connection with services to be rendered by you over the period that includes the vesting dates outlined in the table below, you have been granted Restricted Share Units (the “RSUs”) of Canopy Growth Corporation

November 13, 2023 EX-10.14

Form of Restricted Stock Unit Grant Agreement (Non-U.S. Employees) (For Settlement in Common Shares Only)

Exhibit 10.14 RESTRICTED STOCK UNIT GRANT AGREEMENT (NON-U.S. EMPLOYEES) (FOR SETTLEMENT IN COMMON SHARES ONLY) To: ###PARTICIPANTNAME### Date: ###GRANTDATE### I am pleased to confirm that, in connection with services to be rendered by you over the period that includes the vesting dates outlined in the table below, you have been granted Restricted Share Units (the “RSUs”) of Canopy Growth Corporat

November 13, 2023 EX-10.12

Form of Option Grant Agreement (International Employees)

Exhibit 10.12 OPTION GRANT AGREEMENT (INTERNATIONAL EMPLOYEES) ###GRANTDATE### ###PARTICIPANTNAME### PERSONAL AND CONFIDENTIAL BY EMAIL Dear ###PARTICIPANTNAME### I am pleased to confirm that you have been granted options (the “Options”) to purchase common shares (“Common Shares”) in the capital of Canopy Growth Corporation (“Canopy Growth”) under Canopy Growth’s Omnibus Equity Incentive Plan, as

November 13, 2023 EX-10.12

Form of Option Grant Agreement (International Employees)

Exhibit 10.12 OPTION GRANT AGREEMENT (INTERNATIONAL EMPLOYEES) ###GRANTDATE### ###PARTICIPANTNAME### PERSONAL AND CONFIDENTIAL BY EMAIL Dear ###PARTICIPANTNAME### I am pleased to confirm that you have been granted options (the “Options”) to purchase common shares (“Common Shares”) in the capital of Canopy Growth Corporation (“Canopy Growth”) under Canopy Growth’s Omnibus Equity Incentive Plan, as

November 13, 2023 424B3

Canopy Growth Corporation 13,218,453 Common Shares

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273319 PROSPECTUS SUPPLEMENT NO. 8 (to Prospectus dated July 28, 2023) Canopy Growth Corporation 13,218,453 Common Shares This prospectus supplement supplements the prospectus dated July 28, 2023 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-273319). This prospectus supplement is being filed to update

November 13, 2023 EX-10.13

Form of Restricted Stock Unit Grant Agreement (U.S. Employees) (For Settlement in Common Shares Only)

Exhibit 10.13 RESTRICTED STOCK UNIT GRANT AGREEMENT (U.S. EMPLOYEES) (FOR SETTLEMENT IN COMMON SHARES ONLY) To: ###PARTICIPANTNAME### Date: ###GRANTDATE### I am pleased to confirm that, in connection with services to be rendered by you over the period that includes the vesting dates outlined in the table below, you have been granted Restricted Share Units (the “RSUs”) of Canopy Growth Corporation

November 13, 2023 EX-10.5

Agreement of Purchase and Sale, dated as of August 15, 2023, by and among the Canopy Growth Corporation, Tweed Inc. and Hershey Canada Inc.

Exhibit 10.5 *** Certain information in this document has been excluded pursuant to Regulation S-K, item 601(b)(10). Such excluded information is not material and is information that the company treats as private or confidential. Such omitted information is indicated by brackets (“[***]”) in this exhibit. *** AGREEMENT OF PURCHASE AND SALE BETWEEN HERSHEY CANADA INC. - AND - CANOPY GROWTH CORPORAT

November 9, 2023 EX-10.13

Form of Restricted Stock Unit Grant Agreement (U.S. Employees) (For Settlement in Common Shares Only) (incorporated by reference to Exhibit 10.13 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, filed with the SEC on November 9, 2023).

Exhibit 10.13 RESTRICTED STOCK UNIT GRANT AGREEMENT (U.S. EMPLOYEES) (FOR SETTLEMENT IN COMMON SHARES ONLY) To: ###PARTICIPANTNAME### Date: ###GRANTDATE### I am pleased to confirm that, in connection with services to be rendered by you over the period that includes the vesting dates outlined in the table below, you have been granted Restricted Share Units (the “RSUs”) of Canopy Growth Corporation

November 9, 2023 EX-99.1

Canopy Growth Reports Second Quarter Fiscal Year 2024 Financial Results Strong execution drove significant improvement in gross margins and reduced cash burn in Q2 FY2024 Management reaffirms expectation to achieve positive Adjusted EBITDA in all bus

Exhibit 99.1 Canopy Growth Reports Second Quarter Fiscal Year 2024 Financial Results Strong execution drove significant improvement in gross margins and reduced cash burn in Q2 FY2024 Management reaffirms expectation to achieve positive Adjusted EBITDA in all business units exiting FY2024 Solidified foundation expected to deliver profitable growth and achieve sustainable cannabis market leadership

November 9, 2023 EX-10.5

Agreement of Purchase and Sale, dated as of August 15, 2023, by and among the Canopy Growth Corporation, Tweed Inc. and Hershey Canada Inc. (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, filed with the SEC on November 9, 2023).

Exhibit 10.5 *** Certain information in this document has been excluded pursuant to Regulation S-K, item 601(b)(10). Such excluded information is not material and is information that the company treats as private or confidential. Such omitted information is indicated by brackets (“[***]”) in this exhibit. *** AGREEMENT OF PURCHASE AND SALE BETWEEN HERSHEY CANADA INC. - AND - CANOPY GROWTH CORPORAT

November 9, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 9, 2023 Canopy Growth Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 9, 2023 Canopy Growth Corporation (Exact name of registrant as specified in its charter) Canada 001-38496 N/A (State or other jurisdiction of incorporation) (Commission File

November 9, 2023 EX-10.14

Form of Restricted Stock Unit Grant Agreement (Non-U.S. Employees) (For Settlement in Common Shares Only) (incorporated by reference to Exhibit 10.14 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, filed with the SEC on November 9, 2023).

Exhibit 10.14 RESTRICTED STOCK UNIT GRANT AGREEMENT (NON-U.S. EMPLOYEES) (FOR SETTLEMENT IN COMMON SHARES ONLY) To: ###PARTICIPANTNAME### Date: ###GRANTDATE### I am pleased to confirm that, in connection with services to be rendered by you over the period that includes the vesting dates outlined in the table below, you have been granted Restricted Share Units (the “RSUs”) of Canopy Growth Corporat

November 9, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38496 Canopy Growth Corporation (Exact name of registrant as specified in its charter) Canada N/A (State or other jurisdiction of incorporation or organization) (I.

November 9, 2023 EX-10.11

Form of Option Grant Agreement (U.S. and Canadian Employees) (incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, filed with the SEC on November 9, 2023).

Exhibit 10.11 OPTION GRANT AGREEMENT (U.S. AND CANADIAN EMPLOYEES) ###GRANTDATE### ###PARTICIPANTNAME### PERSONAL AND CONFIDENTIAL BY EMAIL Dear ###PARTICIPANTNAME### I am pleased to confirm that you have been granted options (the “Options”) to purchase common shares (“Common Shares”) in the capital of Canopy Growth Corporation (“Canopy Growth”) under Canopy Growth’s Omnibus Equity Incentive Plan,

November 9, 2023 EX-10.12

Form of Option Grant Agreement (International Employees) (incorporated by reference to Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, filed with the SEC on November 9, 2023).

Exhibit 10.12 OPTION GRANT AGREEMENT (INTERNATIONAL EMPLOYEES) ###GRANTDATE### ###PARTICIPANTNAME### PERSONAL AND CONFIDENTIAL BY EMAIL Dear ###PARTICIPANTNAME### I am pleased to confirm that you have been granted options (the “Options”) to purchase common shares (“Common Shares”) in the capital of Canopy Growth Corporation (“Canopy Growth”) under Canopy Growth’s Omnibus Equity Incentive Plan, as

November 9, 2023 EX-10.10

Canopy Growth Corporation Omnibus Equity Incentive Plan. (incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, filed with the SEC on November 9, 2023).

Exhibit 10.10 CANOPY GROWTH CORPORATION OMNIBUS EQUITY INCENTIVE PLAN September 25, 2023 TABLE OF CONTENTS Page ARTICLE 1 PURPOSE 1 1.1 Purpose 1 ARTICLE 2 INTERPRETATION 1 2.1 Definitions 1 2.2 Interpretation 7 ARTICLE 3 ADMINISTRATION 8 3.1 Administration 8 3.2 Delegation to Committee 9 3.3 Determinations Binding 9 3.4 Eligibility 9 3.5 Plan Administrator Requirements 9 3.6 Total Shares Subject

November 3, 2023 SC 13D/A

CA:WEED / Canopy Growth Corp / Greenstar Canada Investment Limited Partnership - SC 13D/A Activist Investment

SC 13D/A 1 d579161dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 12) Canopy Growth Corporation (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 901164 (CUSIP Number) Lloyd H. Spencer, Esq. Nixon Peabody LLP 799 9th Street NW, Suite 500 Washington, D.C. 2000

November 3, 2023 EX-99.1

Joint Filing Agreement

EX-99.1 EXHIBIT 99.1 Joint Filing Agreement In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of this Amendment to Schedule 13D, including amendments thereto, with respect to the shares of Common Shares, no par value, of Canopy Growth Corporation and further agrees that this Joint Filing Ag

November 1, 2023 EX-10.1

Fourth Amendment to Arrangement Agreement, dated October 31, 2023, by and among Canopy Growth Corporation, Canopy USA, LLC and Acreage Holdings, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on November 1, 2023).

Exhibit 10.1 FOURTH AMENDMENT TO ARRANGEMENT AGREEMENT THIS AMENDMENT is made as of October 31, 2023 BETWEEN: CANOPY USA, LLC, a limited liability company existing under the laws of the State of Delaware (“Canopy USA”) - and - CANOPY GROWTH CORPORATION, a corporation existing under the laws of Canada (“Canopy”) - and - ACREAGE HOLDINGS, INC., a corporation existing under the laws of the Province o

November 1, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 31, 2023 Canopy Growth Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 31, 2023 Canopy Growth Corporation (Exact name of registrant as specified in its charter) Canada 001-38496 N/A (State or other jurisdiction of incorporation) (Commission File

November 1, 2023 424B3

Canopy Growth Corporation 15,206,046 Common Shares

Filed Pursuant to Rule 424(b)(3) Registration No. 333-274268 PROSPECTUS SUPPLEMENT NO. 5 (to Prospectus dated September 8, 2023) Canopy Growth Corporation 15,206,046 Common Shares This prospectus supplement supplements the prospectus dated September 8, 2023 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-274268). This prospectus supplement is being filed t

November 1, 2023 424B3

Canopy Growth Corporation 13,218,453 Common Shares

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273319 PROSPECTUS SUPPLEMENT NO. 7 (to Prospectus dated July 28, 2023) Canopy Growth Corporation 13,218,453 Common Shares This prospectus supplement supplements the prospectus dated July 28, 2023 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-273319). This prospectus supplement is being filed to update

November 1, 2023 424B3

Canopy Growth Corporation 45,858,936 Common Shares

Filed Pursuant to Rule 424(b)(3) Registration No. 333-274594 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated September 26, 2023) Canopy Growth Corporation 45,858,936 Common Shares This prospectus supplement supplements the prospectus dated September 26, 2023 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-274594). This prospectus supplement is being filed

October 25, 2023 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Canopy Growth Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Proposed Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Shares, no par value 457(c) and 457(h) 82,908,366 (1)(2) $0.

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