{"url_path":"/sec/cgc/10-k/2026/item-12","section_key":"item-12","section_title":"Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-15","source_url":"https://www.sec.gov/Archives/edgar/data/1737927/0001193125-26-270260-index.html","accession_number":"0001193125-26-270260","cik":"0001737927","ticker":"CGC","issuer_name":"Canopy Growth Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/1737927/0001193125-26-270260-index.html","primary_entity_key":"0001737927","primary_entity_name":"Canopy Growth Corp"},"word_count":1084,"has_tables":true,"body_markdown":"Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.\n\nThe following table sets forth information, based on data provided to us or filed with the SEC, with respect to beneficial ownership of the Canopy Shares as of June 1, 2026 for:\n\n•\nall persons known by us to own beneficially more than 5% of our outstanding Shares;\n\n•\neach of our NEOs named in the Summary Compensation Table included in Item 11 (“Executive Compensation”) of this Comprehensive Form 10-K;\n\n•\neach of our directors; and\n\n•\nall of our current directors and executive officers as a group.\n\nBeneficial ownership is determined according to the rules of the SEC. Generally, a person has beneficial ownership of a security if the person possesses sole or shared voting or investment power of that security, including any securities that a person has the right to acquire beneficial ownership within 60 days. Except as otherwise indicated, all persons listed below have sole voting power and dispositive power with respect to the Shares beneficially owned by them, subject to applicable community property laws.\n\nName and Address of Beneficial Owner(1)\n\nNumber of Shares\n Beneficially Owned\n\nPercent of Class(2)\n\nGreater than 5% Shareholders\n\nCBI Group\n\n26,261,474\n\n(3)\n\n5.9\n\n%\n\nDirectors and Named Executive Officers\n\nDavid Lazzarato\n\n72,048\n\n(4)\n\n*\n\nTheresa Yanofsky\n\n53,145\n\n(5)\n\n*\n\nM. Shan Atkins\n\n41,390\n\n(6)\n\n*\n\nJoseph Bayern\n\n \n\n \n\n40,000\n\n(7)\n\n \n\n \n\n \n\n \n\nLuc Mongeau\n\n664,095\n\n(8)\n\n*\n\nThomas Stewart\n\n63,230\n\n(9)\n\n*\n\nChristelle Gedeon\n\n492,069\n\n(10)\n\n*\n\nJudy Hong\n\n \n\n \n\n275,256\n\n(11)\n\n \n\n \n\n*\n\n \n\nCurrent Directors and Executive Officers as a Group (7 persons)\n\n1,425,977\n\n*\n\nNotes:\n\n* Less than 1%.\n\n(1)\nExcept as otherwise indicated, the address for each shareholder listed is c/o Canopy Growth Corporation, 1 Hershey Drive, Smiths Falls, Ontario, K7A 0A8.\n\n(2)\nThe percentages above are based on 422,154,892 Canopy Shares outstanding as of June 1, 2026. In accordance with the rules of the SEC, Common Shares that may be issued upon the exercise, vesting or exchange of derivative securities (such as a Options, RSUs or Exchangeable Shares) within 60 days of June 1, 2026 are deemed to be beneficially owned by the person holding such Options, RSUs or Exchangeable Shares and are treated as outstanding for the purpose of computing the percentage beneficial ownership of such person, but are not treated as outstanding for the purpose of computing the percentage beneficial ownership of any other person.\n\n(3)\nConsists of 15,811,474 Exchangeable Shares held by Greenstar Canada Investment Limited Partnership (“Greenstar”) and 10,450,000 Exchangeable Shares held by CBG Holdings LLC (“CBG”). According to the Schedule 13D/A (Amendment No. 13) (“13D/A#13”) filed with the SEC on April 19, 2024 by CBG, Greenstar II LLC (“GII”), Greenstar II Holdings LLC (“GIIH”), Greenstar, Greenstar Canada Investment Corporation (“GCIC”), Constellation Brands Canada Holdings ULC (“CBCH ULC”), Constellation Capital LLC (“CC LLC”), Constellation International Holdings Limited (“CIHL”) and Constellation Brands, Inc. (“CBI” and, together with its affiliates, the “CBI Group”), (i) each of Greenstar, GCIC, CBCH ULC, CC LLC and CIHL has shared voting and dispositive power over 15,811,474 Exchangeable Shares, (ii) each of CBG, GII, GIIH shares has shared voting and dispositive power over 10,450,000 Exchangeable Shares, and (iii) CBI has shared voting and dispositive power over 26,261,474 Exchangeable Shares. Each Exchangeable Share is convertible, at any time, at the option of the holder, into Common Shares. Other than information relating to the CBI Group’s percentage of beneficial ownership, the foregoing information is based solely on the information provided in 13D/A#13. This beneficial owner’s address is 207 High Point Drive, Victor, New York 14564.\n\n(4)\nConsists of 72,048 Common Shares held directly by Mr. Lazzarato.\n\n(5)\nConsists of 53,145 Common Shares held directly by Ms. Yanofsky.\n\n(6)\nConsists of 41,390 Common Shares held directly by Ms. Atkins.\n\n(7)\nConsists of 40,000 Common Shares held directly by Mr. Bayern.\n\n(8)\nConsists of 42,447 Common Shares held directly by Mr. Mongeau, 379,244 Options that could be exercised within 60 days of June 1, 2026, and 242,404 RSUs that will vest within 60 days of June 1, 2026.\n\n(9)\nConsists of 38 Common Shares held directly by Mr. Stewart, 41,226 Options that could be exercised within 60 days of June 1, 2026, and 21,966 RSUs that will vest within 60 days of June 1, 2026.\n\n(10)\nConsists of 38,008 Common Shares held directly by Dr. Gedeon, 348,314 Options that could be exercised within 60 days of June 1, 2026, and 105,747 RSUs that will vest within 60 days of June 1, 2026.\n\n(11)\nOn July 9, 2025, the Company terminated Ms. Hong’s employment with the Company. Accordingly, information relating to Ms. Hong is as of July 9, 2025.\n\n220\n\n \n\nSECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS\n\nThe following table sets forth the details regarding the number of Canopy Shares to be issued upon exercise of outstanding Options, RSUs and PSUs and the weighted average exercise price of the outstanding Options in connection with the Omnibus Incentive Plan as of March 31, 2026:\n\nPlan Category\n\nNumber of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights\n\nWeighted-Average Exercise Price of Outstanding Options, Warrants and Rights\n\nNumber of Securities Remaining Available for Future Issuance under Equity Compensation Plans(1)\n\nEquity compensation plans approved by security holders(2)\n\n5,666,473(3)\n\n$3.00\n\n36,540,350\n\nEquity compensation plans not approved by security holders\n\n-\n\n-\n\n-\n\nTotal\n\n5,666,473\n\n$3.00\n\n36,540,350\n\nNotes:\n\n(1)\nBased on the maximum number of Canopy Shares available for issuance under the Omnibus Incentive Plan, being 42,206,823 Canopy Shares, or 10% of the 422,068,225 outstanding Canopy Shares as of March 31, 2026.\n\n(2)\nThe maximum number of Canopy Shares issuable from treasury pursuant to awards under the Omnibus Incentive Plan cannot exceed 10% of the total outstanding Shares from time to time.\n\n(3)\nRepresents the number of Canopy Shares reserved for issuance upon the exercise or vesting, as applicable, of the denoted outstanding Options, RSUs and PSUs issued pursuant to the Omnibus Incentive Plan.\n\nSecurities Outstanding under Equity Compensation Plans\n\nThe following table sets forth the details regarding the number of Canopy Shares reserved for issuance under awards currently outstanding pursuant to the Omnibus Incentive Plan as of March 31, 2026:\n\nCompensation Security\n\nNumber of Canopy Shares Reserved for Issuance and Percentage of Outstanding Canopy Shares\n\nas of March 31, 2026(1)\n\nOptions\n\n2,743,855 (0.6%)\n\nRSUs\n\n2,922,618 (0.7%)\n\nPSUs\n\n- (0.0%)\n\nTotal\n\n5,666,473 (1.3%)\n\nNotes:\n\n(1)\nPercentages based on 422,068,225 issued and outstanding Canopy Shares as of March 31, 2026.\n\nTo date, no deferred stock units, restricted stock or stock appreciation rights have been issued pursuant to the Omnibus Incentive Plan.\n\n221"}