Canopy Growth Corp 2024年度报告

Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☐Emerging growth company☐ Smaller reporting company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared orissued its audit report.☒If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately $452million as of September 30, 2024 (the last business day of the registrant’s most recently completed second fiscal quarter), based on the closing sale price of the commonshares on The Nasdaq Global Select Market on that date.As of May 28,2025, there were185,192,210common shares of the registrant outstanding and 26,261,474 non-voting and non-participating exchangeable shares of the registrant outstanding which are convertible at any time, at the option of the holder, into common shares of the registrant on a one for one basis. Table of Contents PART I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities62Item 6.Reserved62Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations63Item 7A.Quantitative and Qualitative Disclosures About Market Risk95Item 8.Financial Statements and Supplementary Data96Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure96Item 9A.Controls and Procedures96Item 9B.Other Information97Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections97 PART III Item 10.Directors, Executive Officers and Corporate Governance98Item 11.Executive Compensation111Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters136Item 13.Certain Relationships and Related Transactions, and Director Independence138Item 14.Principal Accountant Fees and Services142 PART IV Item 15.Exhibits and Financial Statement Schedules143Item 16.Form 10-K Summary148SIGNATURES149INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULESF-1 Unless otherwise noted or the context indicates otherwise, references in this Annual Report on Form 10-K (“Form 10-K”) to the“Company,” “Canopy Growth,” “we,” “us” and “our” refer to Canopy Growth Corporation, its direct and indirect wholly-ownedsubsidiaries and investments accounted for by the equity method; the term “cannabis” means the plant of any species or subspeciesof genusCannabisand any part of that plant, including all derivatives, extracts, cannabinoids, isomers, acids, salts, and salts ofisomers; and the term “hemp” has the meaning given to such term in the U.S. Agricultural Improvement Act of 2018 (the “2018Farm Bill”), including hemp-derived cannabidiol (“CBD”). This Form 10-K contains references to our trademarks and trade names and to trademarks and trade names belonging to otherentities. Solely for convenience, trademarks and trade names referred to in this report may appear without the ® or ™ symbols, butsuch references are not intended to indicate, in any way, that their respective owners will not assert, to the fullest extent underapplicable law, their rights thereto. We do not intend our use or display of other companies’ trademarks or trade names to imply arelationship with, or endorsem