M&A Sector Spotlight: Cannabis

This year’s survey data on cannabis dealmaking told a quiet story, but a pair of headline transactions elsewhere suggest these results undersell the momentum we’re actually seeing on the ground.

Curaleaf’s unsolicited bid for Canadian producer Aurora Cannabis and Vireo Growth’s rapid-fire roll-up of distressed assets represent opposite strategies aimed at the same goal: building scale and international reach before the next phase of regulatory change reshapes the competitive landscape. As capital concentrates among a handful of well-capitalized buyers, the operators left standing will be those who decided early that consolidation was the only path forward.

Federal tax policy remains the backdrop shaping deal rationale. In April 2026, the Department of Justice moved FDA-approved cannabinoid drug products and state-licensed medical cannabis from Schedule I to Schedule III, lifting the Section 280E tax penalty for state-licensed medical operators. Adult-use cannabis, where most multi-state operators generate the bulk of their revenue, remains fully subject to 280E, while a broader rescheduling decision stays pending following DEA hearings that concluded this summer. That distinction is doing a lot of work in today’s deal calculus. Buyers with strong balance sheets are positioning now, betting on the earnings power those assets could unlock if broader relief arrives, while operators still carrying 280E-era debt are increasingly the sellers, not the buyers.

The result is a market that looks more disciplined than the 2019 to 2021 land-grab cycle. Bid-ask spreads are narrowing as sellers reset expectations and buyers get more comfortable with where assets should clear, but the market remains bifurcated. Well-capitalized, cash-flow-positive operators can run competitive sale processes, while leveraged or subscale businesses are increasingly ending up in distressed or creditor-driven situations.

R. Lance Boldrey, Dykema cannabis and Native American law attorney

R. Lance Boldrey

Leader, Cannabis Industry Group 

John W. Fraser, Dykema cannabis law, litigation, government, and regulatory compliance attorney

Michigan Team Leader, Cannabis Industry Group