What changed in this filing

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Item 1. Financial Statements

2025-08-07 compared with 2025-05-08 · 368 added, 209 removed, 670 unchanged (46% of the section changed)

Financial Statements

Condensed Consolidated Balance Sheets as of March 31, 2025 (Unaudited) and December 31, 202 4

Condensed Consolidated Statements of Net Income (Loss) and Comprehensive Income (Loss) for the three months ended March 31 , 202 5 and 202 4 (Unaudited)

Condensed Consolidated Statements of Changes in Equity for the three months ended March 31 , 202 5 and 202 4 (Unaudited)

Condensed Consolidated Statements of Cash Flows for the three months ended March 31 , 202 5 and 202 4 (Unaudited)

Condensed Consolidated Balance Sheets as of June 30 , 2025 (Unaudited) and December 31, 202 4

Condensed Consolidated Statements of Net Loss and Comprehensive Income (Loss) for the three and six months ended June 30 , 2025 and 2024 (Unaudited)

Condensed Consolidated Statements of Changes in Equity for the three and six months ended June 30 , 2025 and 2024 (Unaudited)

Condensed Consolidated Statements of Cash Flows for the six months ended June 30 , 2025 and 2024 (Unaudited)

Notes to Condensed Consolidated Financial Statements (Unaudited)

3 unchanged sentences

dollars, except share amounts, unaudited)

As of March 31, 2025 As of December 31, 2024

As of June 30, 2025 As of December 31, 2024

Current assets

30 unchanged sentences

Share capital and additional paid-in capital (no par value;

authorized for issue as of March 31, 2025 and December 31, 2024:

shares outstanding as of March 31, 2025 and December 31, 2024:

authorized for issue as of June 30, 2025 and December 31, 2024:

shares outstanding as of June 30, 2025 and December 31, 2024:

383,806,912 and 382,530,780 , respectively)

8 unchanged sentences

Cronos Group Inc.

Condensed Consolidated Statements of Net Income (Loss) and Comprehensive Income (Loss)

Condensed Consolidated Statements of Net Loss and Comprehensive Income (Loss)

(In thousands of U.S.

dollars, except share and per share amounts, unaudited)

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

2025 2024 2025 2024

Net revenue, before excise taxes $ 44,252 $ 38,678 $ 86,150 $ 74,045

2 unchanged sentences

Cost of sales 18,865 21,070 37,393 41,875

Inventory write-down 86 395 86 395

Gross profit 14,504 6,297 28,238 10,780

9 unchanged sentences

Operating loss ( 5,324 ) ( 15,561 ) ( 9,396 ) ( 31,509 )

Other income (expense)

Interest income, net 8,997 13,451 18,662 27,696

Share of income from equity method investments — 917 — 2,365

Gain (loss) on revaluation of financial instruments 49 ( 2,642 )

Loss on revaluation of financial instruments

( 640 ) ( 3,615 ) ( 591 ) ( 6,257 )

Impairment loss on other investments — ( 12,916 ) — ( 25,650 )

Foreign currency transaction gain 1,583 13,259

Foreign currency gain (loss) ( 39,538 ) 6,543 ( 37,955 ) 19,802

Loss on held-for-sale assets ( 2,501 ) — ( 2,501 ) —

Other, net ( 1 ) 248 42 ( 422 )

Total other income 11,340 12,906

Income (loss) before income taxes 7,268 ( 3,042 )

Total other income (expense) ( 33,683 ) 4,628 ( 22,343 ) 17,534

Loss before income taxes ( 39,007 ) ( 10,933 ) ( 31,739 ) ( 13,975 )

Income tax benefit ( 525 ) ( 2,174 ) ( 980 ) ( 2,732 )

Net income (loss) 7,723 ( 2,484 )

Net loss ( 38,482 ) ( 8,759 ) ( 30,759 ) ( 11,243 )

Net income (loss) attributable to non-controlling interest 1,229 ( 2 ) 2,830 ( 245 )

Net income (loss) attributable to Cronos Group $ 6,122 $ ( 2,241 )

Net loss attributable to Cronos Group

$ ( 39,711 ) $ ( 8,757 ) $ ( 33,589 ) $ ( 10,998 )

Comprehensive income (loss)

Net income (loss) $ 7,723 $ ( 2,484 )

Net loss $ ( 38,482 ) $ ( 8,759 ) $ ( 30,759 ) $ ( 11,243 )

Other comprehensive income (loss)

Foreign exchange loss on translation ( 3,082 ) ( 22,361 )

Foreign exchange gain (loss) on translation 60,228 ( 10,160 ) 57,146 ( 32,521 )

Comprehensive income (loss) 21,746 ( 18,919 ) 26,387 ( 43,764 )

1 unchanged sentence

Comprehensive income (loss) attributable to Cronos Group $ 18,334 $ ( 18,977 ) $ 21,532 $ ( 43,689 )

Net income (loss) per share

Basic net income (loss) per share attributable to Cronos Group

Net loss per share

Basic net loss per share attributable to Cronos Group

$ ( 0.10 ) $ ( 0.02 ) $ ( 0.09 ) $ ( 0.03 )

Diluted net income (loss) per share attributable to Cronos Group

Diluted net loss per share attributable to Cronos Group

$ ( 0.10 ) $ ( 0.02 ) $ ( 0.09 ) $ ( 0.03 )

2 unchanged sentences

Condensed Consolidated Statements of Changes in Equity

For the three months ended March 31, 2025 and 2024

For the six months ended June 30, 2025 and 2024

(In thousands of U.S.

4 unchanged sentences

Activities relating to share-based compensation 2,875,615 ( 843 ) ( 15 ) — — ( 858 )

Net income (loss) — — 6,122 — 1,601 7,723

Net income — — 6,122 — 1,601 7,723

Foreign exchange loss on translation — — — ( 2,924 ) ( 158 ) ( 3,082 )

Balance as of March 31, 2025 385,406,395 $ 669,036 $ 463,816 $ ( 66,449 ) $ 48,362 $ 1,114,765

Activities relating to share-based compensation 275,468 1,190 ( 25 ) — — 1,165

Share repurchases

( 1,874,951 ) ( 3,612 ) — — — ( 3,612 )

Dividend paid to non-controlling interest

— — — — ( 3,858 ) ( 3,858 )

Net income (loss)

— — ( 39,711 ) — 1,229 ( 38,482 )

Foreign exchange gain on translation — — — 58,045 2,183 60,228

Balance as of June 30, 2025 383,806,912 $ 666,614 $ 424,080 $ ( 8,404 ) $ 47,916 $ 1,130,206

Number of shares Share capital and additional paid-in capital Retained earnings Accumulated other comprehensive income (loss) Non-controlling interests Total shareholders’ equity

2 unchanged sentences

Activities relating to share-based compensation 712,325 1,499 — — — 1,499

Net income (loss) — — ( 2,241 ) — ( 243 ) ( 2,484 )

Net loss — — ( 2,241 ) — ( 243 ) ( 2,484 )

Foreign exchange gain (loss) on translation — — — ( 22,471 ) 110 ( 22,361 )

Balance as of March 31, 2024 382,011,178 $ 663,673 $ 414,478 $ ( 1,793 ) $ ( 3,580 ) $ 1,072,778

Activities relating to share-based compensation 269,547 2,004 ( 71 ) — — 1,933

Net loss — — ( 8,757 ) — ( 2 ) ( 8,759 )

Foreign exchange gain (loss) on translation — — — ( 10,220 ) 60 ( 10,160 )

Balance as of June 30, 2024 382,280,725 $ 665,677 $ 405,650 $ ( 12,013 ) $ ( 3,522 ) $ 1,055,792

See notes to condensed consolidated interim financial statements.

3 unchanged sentences

dollars, except share amounts, unaudited) Table of Contents

Three months ended March 31,

Six months ended June 30,

Operating activities

Net income (loss) $ 7,723 $ ( 2,484 )

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Net loss $ ( 30,759 ) $ ( 11,243 )

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Share-based compensation 3,469 4,251

4 unchanged sentences

Changes in expected credit losses on long-term financial assets ( 11 ) 1,021

Loss on held-for-sale assets

Inventory step-up recorded to cost of sales

Foreign currency transaction gain ( 1,583 ) ( 13,259 )

Foreign currency (gain) loss

37,955 ( 19,802 )

Other non-cash operating activities, net 1,329 829

8 unchanged sentences

Accrued liabilities ( 8,013 ) ( 3,316 )

Net cash used in operating activities ( 2,096 ) ( 2,204 )

Net cash provided by (used in) operating activities 722 ( 460 )

Investing activities

1 unchanged sentence

Purchase of short-term investments ( 40,000 ) —

Advances on loans receivable — ( 8,836 )

Proceeds from repayment on loans receivable 2,855 5,298

3 unchanged sentences

Financing activities

Repurchases of common stock ( 3,612 ) —

Dividend paid to non-controlling interest

Withholding taxes paid on share-based awards ( 3,146 ) ( 905 )

29 unchanged sentences

In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included.

Operating results for the three months ended March 31, 2025 are not necessarily indicative of the results that may be expected for any other reporting period.

Operating results for the three and six months ended June 30, 2025 are not necessarily indicative of the results that may be expected for any other reporting period.

These condensed consolidated interim financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes included in its Annual Report on Form 10-K for the year ended December 31, 2024 (the “Annual Report”).

6 unchanged sentences

The following tables present the Company’s revenue by major product category:

Three months ended March 31,

Three months ended June 30,

Cannabis flower $ 25,025 $ 20,661

1 unchanged sentence

Net revenue $ 33,455 $ 27,762

Net revenue attributed to a geographic region based on the location of the customer were as follows:

Three months ended March 31,

Canada $ 20,130 $ 18,871

Israel 9,229 6,417

Other countries 2,903 —

Six months ended June 30,

Cannabis flower $ 48,369 $ 38,186

Cannabis extracts 16,968 14,791

Net revenue $ 65,717 $ 53,050

3 unchanged sentences

dollars, except share amounts) Table of Contents

Net revenue attributed to a geographic region based on the location of the customer were as follows:

Three months ended June 30,

Canada $ 19,150 $ 19,844

Israel 9,376 6,889

Other countries 4,929 1,029

Net revenue $ 33,455 $ 27,762

Six months ended June 30,

Canada $ 39,280 $ 38,715

Israel 18,605 13,306

Other countries 7,832 1,029

Net revenue $ 65,717 $ 53,050

(e) Short-term Investments

Short-term investments are classified as held-to-maturity and recorded at cost.

Interest earned on short-term investments is recorded in other receivables on the consolidated balance sheets and interest income, net on the condensed consolidated statements of net income (loss) and comprehensive income (loss).

Cash inflows and outflows related to the purchase and maturity of short-term investments are classified as investing activities in the Company’s consolidated statements of cash flows.

As of June 30, 2025, the Company’s short-term investments of $ 40,000 were comprised of Guaranteed Investment Certificates held in Canada.

(f) Concentration of risk

1 unchanged sentence

The Company is exposed to credit risk from its operating activities, primarily accounts receivable and other receivables, and its investing activities, including cash held with banks and financial institutions, short-term investments and loans receivable.

The Company’s maximum exposure to this risk is equal to the carrying amount of these financial assets, which amounted to $ 885,163 and $ 904,101 as of March 31, 2025 and December 31, 2024, respectively.

The Company’s maximum exposure to this risk is equal to the carrying amount of these financial assets, which amounted to $ 887,559 and $ 904,101 as of June 30, 2025 and December 31, 2024, respectively.

An impairment analysis is performed at each reporting date using a provision matrix to measure expected credit losses.

3 unchanged sentences

Indicators that there is no reasonable expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan, and a failure to make contractual payments for a period of greater than 120 days past due.

As of March 31, 2025 and December 31, 2024, the Company had $ 33 and $ 7 , respectively, in expected credit losses that have been recognized on receivables from contracts with customers.

As of March 31, 2025, the Company assessed that there is a concentration of credit risk, as 20 % of the Company’s accounts receivable were due from one customer with an established credit history with the Company.

As of June 30, 2025 and December 31, 2024, the Company had $ 7 and $ 7 , respectively, in expected credit losses that have been recognized on receivables from contracts with customers.

As of June 30, 2025, the Company assessed that there is a concentration of credit risk, as 33 % of the Company’s accounts receivable were due from two customers with an established credit history with the Company.

As of December 31, 2024, 27 % of the Company’s accounts receivable were due from one customer with an established credit history with the Company.

1 unchanged sentence

Major customers are defined as customers that each individually accounted for greater than 10% of the Company’s net revenue before excise taxes.

During the three months ended March 31, 2025, the Company earned a total net revenue before excise taxes of $ 17,751 from two major customers, together accounting for 42 % of the Company’s total net revenue before excise taxes.

During the three months ended March 31, 2024, the Company earned a total net revenue before excise taxes of $ 21,866 from three major customers, together accounting for 62 % of the Company’s total net revenue before excise taxes.

During the three months ended June 30, 2025, the Company earned a total net revenue before excise taxes of $ 18,112 from two major customers, together accounting for 41 % of the Company’s total net revenue before excise taxes.

During the three months ended June 30, 2024, the Company earned a total net revenue before excise taxes of $ 19,941 from two major customers, together accounting for 52 % of the Company’s total net revenue before excise taxes.

During the six months ended June 30, 2025, the Company earned a total net revenue before excise taxes of $ 35,856 from two major customers, together accounting for 42 % of the Company’s total net revenue before excise taxes.

During the six months ended June 30, 2024, the Company earned a total net revenue before excise taxes of $ 45,482 from three major customers, together accounting for 62 % of the Company’s total net revenue before excise taxes.

Cronos Group Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(In thousands of U.S.

dollars, except share amounts) Table of Contents

(g) New accounting pronouncements not yet adopted

18 unchanged sentences

No guidance was changed with ASU 2025-01, but the issuance simply ensures that all public business entities have a clear and consistent timeline for implementing the enhanced expense disaggregation disclosures.

Cronos Group Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(In thousands of U.S.

dollars, except share amounts) Table of Contents

Business Combination

14 unchanged sentences

Under the income approach, significant assumptions used in the discounted cash flow method that required the use of judgment were the discount rate, growth rates and cash flow projections.

Cronos Group Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(In thousands of U.S.

dollars, except share amounts) Table of Contents

During the fourth quarter of 2024, the Company completed the allocation of the purchase price to the assets acquired and liabilities assumed.

11 unchanged sentences

The inventory acquired in the Cronos GrowCo Transaction of $ 15,754 included a step-up to fair value of $ 5,605 .

For the three months ended March 31, 2025, the Company recognized $ 517 of this inventory step-up into cost of sales on the condensed consolidated statements of income (loss) and comprehensive income (loss).

As of March 31, 2025, none of the inventory step-up was remaining in the Company’s inventory on the condensed consolidated balance sheet.

Cronos Group Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(In thousands of U.S.

dollars, except share amounts) Table of Contents

For the three and six months ended June 30, 2025, the Company recognized nil and $ 517 , respectively, of this inventory step-up into cost of sales on the condensed consolidated statements of net loss and comprehensive income (loss).

As of June 30, 2025, none of the inventory step-up was remaining in the Company’s inventory on the condensed consolidated balance sheet.

The following table presents details of the property, plant and equipment acquired by major category:

7 unchanged sentences

Amortization period (in years)

For the three months ended March 31, 2025, net revenue attributable to Cronos GrowCo was $ 2,885 and income before income taxes attributable to Cronos GrowCo was $ 791 .

Business combination-related costs of $ 40 were incurred in relation to the Cronos GrowCo Transaction in the three months ended March 31, 2025 and were reported in general and administrative expenses on the condensed consolidated statements of net income (loss) and comprehensive income (loss).

For the three and six months ended June 30, 2025, net revenue attributable to Cronos GrowCo was $ 2,211 and $ 5,096 , respectively and income before income taxes attributable to Cronos GrowCo was $ 56 and $ 847 , respectively.

Business combination-related costs of $ 32 and $ 72 were incurred in relation to the Cronos GrowCo Transaction in the three and six months ended June 30, 2025, respectively, and were reported in general and administrative expenses on the condensed consolidated statements of net loss and comprehensive income (loss).

As a result of the Cronos GrowCo Transaction, the Company recorded goodwill of $ 65,269 , none of which is deductible for income tax purposes.

The goodwill acquired was primarily attributable to the ability to realize synergies, enhance Cronos’ supply capabilities and support future growth opportunities from the expansion of Cronos GrowCo’s cultivation and processing facilities.

Cronos Group Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(In thousands of U.S.

dollars, except share amounts) Table of Contents

Inventory, net

Inventory, net is comprised of the following items:

As of March 31, 2025 As of December 31, 2024

As of June 30, 2025 As of December 31, 2024

Raw materials $ 5,831 $ 5,400

4 unchanged sentences

As a result of the Cronos GrowCo Transaction, the Company recorded a step-up to Cronos GrowCo’s existing inventory of $ 5,605 to bring the inventory balance acquired by the Company to its fair value.

As of March 31, 2025, none of the inventory step-up was remaining in the Company’s inventory on the condensed consolidated balance sheets.

As of June 30, 2025, none of the inventory step-up was remaining in the Company’s inventory on the condensed consolidated balance sheets.

See Note 2 “ Business Combination ” for further information.

Cronos Group Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(In thousands of U.S.

dollars, except share amounts) Table of Contents

(a) Investments in equity method investments, net

The following is a summary of the Company’s share of net income from equity investments accounted for under the equity method of accounting:

Three months ended March 31, 2024

Three months ended June 30, 2024 Six months ended June 30, 2024

Cronos GrowCo (i)

$ 917 $ 2,365

(i) The Company obtained control of Cronos GrowCo on July 1, 2024, and, as a result, the investment in Cronos GrowCo is now accounted for as an intercompany transaction and eliminated upon consolidation from the business combination date onwards.

7 unchanged sentences

The Company measures the PharmaCann Option at cost less accumulated impairment charges, if any, and subsequently adjusted for observable price changes in orderly transactions for the identical or a similar investment of the same issuer.

As of March 31, 2025 and December 31, 2024, the Company’s ownership percentage in PharmaCann on a fully diluted basis was approximately 3.4 % and 5.8 %, respectively.

The decrease in ownership percentage in the first quarter of 2025 was the result of the exercise of a convertible note by a PharmaCann shareholder unrelated to Cronos.

As of June 30, 2025 and December 31, 2024, the Company’s ownership percentage in PharmaCann on a fully diluted basis was approximately 0.8 % and 5.8 %, respectively.

The decrease in ownership percentage in the six months ended June 30, 2025, was the result of the exercise of convertible notes by PharmaCann shareholders unrelated to Cronos in the first quarter of 2025, and an increase in the amount of shares that can be converted from PharmaCann’s existing convertible notes in the second quarter of 2025.

The decrease in the Company’s ownership percentage since acquisition does not materially affect the Company’s rights under the PharmaCann Option.

The net book value of the PharmaCann Option was zero as of March 31, 2025 and December 31, 2024.

During the first quarter of 2024, the Company identified adverse forecast changes in the financial performance of PharmaCann as indicators of impairment related to the PharmaCann Option and conducted an analysis comparing the PharmaCann Option’s carrying amount to its estimated fair value.

The net book value of the PharmaCann Option was nil as of both June 30, 2025 and December 31, 2024.

During the first and second quarters of 2024, the Company identified adverse forecast changes in the financial performance of PharmaCann as indicators of impairment related to the PharmaCann Option and conducted analyses comparing the PharmaCann Option’s carrying amount to its estimated fair value.

The fair value was estimated using the market approach.

Under the market approach, the key assumptions are the selected multiples and the discount for lack of marketability.

As a result of the analysis, the Company recorded a non-cash impairment charge of $ 12,734 in the first quarter of 2024, as the difference between the carrying amount of the PharmaCann Option and its estimated fair value, in the condensed consolidated statements of net loss and comprehensive income (loss) for the three months ended March 31, 2024.

As a result of these analyses, the Company recorded non-cash impairment charges of $ 12,734 and $ 12,916 in the first and second quarters of 2024, respectively, as the difference between the carrying amount of the PharmaCann Option and its estimated fair value, in the condensed consolidated statements of net loss and comprehensive income (loss) for the six months ended June 30, 2024.

Cronos Group Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(In thousands of U.S.

dollars, except share amounts) Table of Contents

The Company may sell, transfer or dispose of the PharmaCann Option without PharmaCann’s prior written consent, subject to the following conditions :

5 unchanged sentences

Additionally, in the event of an initial underwritten public offering of PharmaCann’s common stock pursuant to an effective registration statement, to the extent that holders of PharmaCann common stock are subject to any lock-up period imposed by the underwriter in connection therewith, the Company will, if applicable, execute a customary lock-up agreement on the same material terms and conditions as the other holders of common stock are subject to or as otherwise agreed between PharmaCann and the Company, subject to certain conditions with respect to the duration of the lock-up period.

Cronos Group Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(In thousands of U.S.

dollars, except share amounts) Table of Contents

On February 12, 2025, Vitura Health Limited (“Vitura”) issued an additional 74,814,757 common shares diluting the Company’s ownership in Vitura from approximately 10 % to approximately 8.3 %.

As of March 31, 2025, the Company’s ownership percentage in Vitura remained at approximately 8.3 % of its outstanding common shares.

As of June 30, 2025, the Company’s ownership percentage in Vitura remained at approximately 8.3 % of its outstanding common shares.

The investment is considered an equity security with a readily determinable fair value.

Changes in the fair value of the investment are recorded as gain (loss) on revaluation of financial instruments on the condensed consolidated statements of net income (loss) and comprehensive income (loss).

Changes in the fair value of the investment are recorded as loss on revaluation of financial instruments on the condensed consolidated statements of net loss and comprehensive income (loss).

The following table summarizes the Company’s other investments activity:

As of December 31, 2024 Unrealized loss Impairment charges Foreign exchange effect As of March 31, 2025

As of March 31, 2025 Unrealized loss Impairment charges Foreign exchange effect As of June 30, 2025

Vitura $ 2,755 $ ( 632 ) $ — $ 128 $ 2,251

$ 2,755 $ ( 632 ) $ — $ 128 $ 2,251

As of December 31, 2023 Unrealized loss Impairment charges Foreign exchange effect As of March 31, 2024

As of December 31, 2024 Unrealized loss Impairment charges Foreign exchange effect As of June 30, 2025

Vitura $ 2,813 $ ( 700 ) $ — $ 138 $ 2,251

$ 2,813 $ ( 700 ) $ — $ 138 $ 2,251

As of March 31, 2024 Unrealized loss Impairment charges Foreign exchange effect As of June 30, 2024

PharmaCann $ 12,916 $ — $ ( 12,916 ) $ — $ —

1 unchanged sentence

$ 19,758 $ ( 3,755 ) $ ( 12,916 ) $ 81 $ 3,168

As of December 31, 2023 Unrealized loss Impairment charges Foreign exchange effect As of June 30, 2024

PharmaCann $ 25,650 $ — $ ( 25,650 ) $ — $ —

Vitura 9,601 ( 6,097 ) — ( 336 ) 3,168

$ 35,251 $ ( 6,097 ) $ ( 25,650 ) $ ( 336 ) $ 3,168

Cronos Group Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(In thousands of U.S.

dollars, except share amounts) Table of Contents

Loans Receivable, net

Loans receivable, net consists of the following:

As of March 31, 2025 As of December 31, 2024

As of June 30, 2025 As of December 31, 2024

Current portion of Mucci Promissory Note accrued interest $ — $ 618

11 unchanged sentences

In August 2021, the GrowCo Credit Facility was amended to increase the aggregate principal amount available to C$ 105,000 .

During the three months ended March 31, 2024, Cronos GrowCo repaid C$ 1,667 ($ 1,231 ) in principal and paid C$ 1,943 ($ 1,435 ) in interest related to the GrowCo Credit Facility.

For the three months ended June 30, 2024, Cronos GrowCo repaid C$ 1,667 ($ 1,216 ) in principal and paid C$ 1,920 ($ 1,401 ) in interest related to the GrowCo Credit Facility.

For the six months ended June 30, 2024, Cronos GrowCo repaid C$ 3,333 ($ 2,447 ) in principal and paid C$ 3,862 ($ 2,835 ) in interest related to the GrowCo Credit Facility.

In June 2024, the GrowCo Credit Facility was amended to increase the aggregate principal amount available by C$ 70,000 by providing a second secured non-revolving credit facility (“Term Loan B”).

The funds from Term Loan B will be used to expand Cronos GrowCo’s purpose-built cannabis facility and Term Loan B will mature 10 years after the commencement of sales from the Phase 2 Expansion Area.

The funds from Term Loan B have been used to expand Cronos GrowCo’s purpose-built cannabis facility and Term Loan B will mature 10 years after the commencement of sales from the Phase 2 Expansion Area.

Principal will be repaid under Term Loan B on a quarterly basis after the commencement of sales from the Phase 2 Expansion Area.

3 unchanged sentences

See Note 2 “ Business Combination ” for further information regarding the Cronos GrowCo Transaction.

Cronos Group Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(In thousands of U.S.

dollars, except share amounts) Table of Contents

Mucci Promissory Note

6 unchanged sentences

As of July 1, 2024, interest is accrued and to be paid in cash beginning on July 1, 2025.

For both the three months ended March 31, 2025 and March 31, 2024, there were no repayments of principal or interest on the Mucci Promissory Note.

For both the three and six months ended June 30, 2025, Mucci made principal repayments of $ 2,855 and interest payments of $ 1,003 on the Mucci Promissory Note.

For both the three and six months ended June 30, 2024, there were no repayments of principal or interest on the Mucci Promissory Note.

Cannasoul Collaboration Loan

5 unchanged sentences

As a result, the Company is exposed to economic variability from CLS’s performance.

The Company does not consolidate CLS as it does not have the power to direct the activities that most significantly impact the entity’s economic performance;

The Company does not consolidate CLS as it does not have the power to

Cronos Group Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(In thousands of U.S.

dollars, except share amounts) Table of Contents

direct the activities that most significantly impact the entity’s economic performance;

thus, the Company is not considered the primary beneficiary of the entity.

The carrying amount of the Cannasoul Collaboration Loan is recorded under loans receivable and the full loan amount, ILS 8,297 , represents the Company’s maximum potential exposure to losses through the Cannasoul Collaboration.

As of both March 31, 2025 and December 31, 2024, CLS has received ILS 8,297 (approximately $ 2,231 and $ 2,272 , respectively), from the Cannasoul Collaboration Loan.

Expected credit loss allowances on the Company’s long-term financial assets for the three months ended March 31, 2025 and 2024 were comprised of the following items:

As of both June 30, 2025 and December 31, 2024, CLS has received ILS 8,297 (approximately $ 2,463 and $ 2,272 , respectively), from the Cannasoul Collaboration Loan.

Expected credit loss allowances on the Company’s long-term financial assets for the three and six months ended June 30, 2025 and 2024 were comprised of the following items:

As of March 31, 2025 Increase (decrease) (ii)

Foreign exchange effect As of June 30, 2025

Mucci Promissory Note $ 93 $ ( 24 ) $ 5 $ 74

Cannasoul Collaboration Loan 529 4 56 589

$ 622 $ ( 20 ) $ 61 $ 663

As of December 31, 2024 Increase (decrease) (ii)

Foreign exchange effect As of March 31, 2025

Foreign exchange effect As of June 30, 2025

Mucci Promissory Note $ 88 $ ( 19 ) $ 5 $ 74

1 unchanged sentence

$ 623 $ ( 11 ) $ 51 $ 663

As of December 31, 2023 Increase (decrease) (iii)

Foreign exchange effect As of March 31, 2024

As of March 31, 2024 Increase (decrease) (iii)

Foreign exchange effect As of June 30, 2024

GrowCo Credit Facility (i)

3 unchanged sentences

$ 11,347 $ 1,212 $ ( 125 ) $ 12,434

As of December 31, 2023

Increase (decrease) (iii)

Foreign exchange effect As of June 30, 2024

GrowCo Credit Facility (i)

$ 11,176 $ 1,010 $ ( 348 ) $ 11,838

Mucci Promissory Note 89 3 ( 2 ) 90

Cannasoul Collaboration Loan 524 8 ( 26 ) 506

$ 11,789 $ 1,021 $ ( 376 ) $ 12,434

(i) The Company obtained control of Cronos GrowCo on July 1, 2024, and, as a result, the loans receivable from Cronos GrowCo are now accounted for as intercompany transactions and eliminated upon consolidation from the business combination date onwards.

See Note 2 “ Business Combination ” for further information.

(ii) During the three months ended March 31, 2025, $ 9 was recorded as an increase to general and administrative expenses on the condensed consolidated statements of net income (loss) and comprehensive income (loss) as a result of adjustments to our expected credit losses.

(iii) During the three months ended March 31, 2024, $ 191 was recorded as a decrease to general and administrative expenses on the condensed consolidated statements of net income (loss) and comprehensive income (loss) as a result of adjustments to our expected credit losses.

(ii) During the three and six months ended June 30, 2025, $ 20 and $ 11 , respectively, were recorded as decreases to general and administrative expenses on the condensed consolidated statements of net loss and comprehensive income (loss) as a result of adjustments to our expected credit losses.

(iii) During the three and six months ended June 30, 2024, $ 1,212 and $ 1,021 were recorded as increases to general and administrative expenses on the condensed consolidated statements of net loss and comprehensive income (loss) as a result of adjustments to our expected credit losses.

Cronos Group Inc.

4 unchanged sentences

Property, plant and equipment, net consisted of the following:

As of March 31, 2025 As of December 31, 2024

As of June 30, 2025 As of December 31, 2024

Land $ 6,875 $ 6,389

6 unchanged sentences

Property, Plant and Equipment, net $ 150,243 $ 133,189

During the first quarter of 2024, the Company ceased operations at its Winnipeg, Manitoba facility (“Cronos Fermentation”) and performed an assessment under ASC 360 of the recoverability of the carrying value of the Cronos Fermentation assets, and determined the carrying value of the assets was not fully recoverable.

During the first quarter of 2024, the Company ceased operations at its Winnipeg, Manitoba facility (“Cronos Fermentation”), performed an assessment under ASC 360 of the recoverability of the carrying value of the Cronos Fermentation assets and determined the carrying value of the assets was not fully recoverable.

The fair value was estimated using a combination of the market and income approaches.

As a result of this analysis, an impairment loss on long-lived assets of $ 1,631 was recorded to the condensed consolidated statements of net income (loss) and comprehensive income (loss) in the three months ended March 31, 2024.

As of both March 31, 2025 and December 31, 2024, the Cronos Fermentation assets were classified as held-for-sale on the condensed consolidated balance sheets.

As a result of this analysis, an impairment loss on long-lived assets of $ 1,631 was recorded to the condensed consolidated statements of net loss and comprehensive income (loss) in the six months ended June 30, 2024.

As of both June 30, 2025 and December 31, 2024, the Cronos Fermentation assets were classified as held-for-sale on the condensed consolidated balance sheets.

See Note 8 “ Restructuring ” for further information.

For the three months ended March 31, 2025, depreciation expense on property, plant and equipment was $ 2,144 .

For the three months ended March 31, 2024, depreciation expense on property, plant and equipment was $ 757 .

This depreciation expense was included in cost of sales as well as depreciation and amortization in operating expenses on the condensed consolidated statements of net income (loss) and comprehensive income (loss).

As of March 31, 2025 and December 31, 2024, the Company had $ 2,774 and $ 8,828 , respectively, of unpaid purchases of property, plant and equipment accrued in accounts payable on the condensed consolidated balance sheets.

For the three and six months ended June 30, 2025, depreciation expense on property, plant and equipment was $ 3,467 and $ 5,611 , respectively.

For the three and six months ended June 30, 2024, depreciation expense on property, plant and equipment was $ 551 and $ 1,308 , respectively.

This depreciation expense was included in cost of sales as well as depreciation and amortization in operating expenses on the condensed consolidated statements of net loss and comprehensive income (loss).

As of June 30, 2025 and December 31, 2024, the Company had $ 4,090 and $ 8,828 , respectively, of unpaid purchases of property, plant and equipment accrued in accounts payable on the condensed consolidated balance sheets.

Goodwill and Intangible Assets, net

Goodwill is comprised of the following items as of March 31, 2025 and December 31, 2024:

As of March 31, 2025

Goodwill is comprised of the following items as of June 30, 2025 and December 31, 2024:

As of June 30, 2025

Cost Accumulated impairment charges Net

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(b) Intangible assets, net

Intangible assets, net are comprised of the following items as of March 31, 2025 and December 31, 2024:

As of March 31, 2025

Intangible assets, net are comprised of the following items as of June 30, 2025 and December 31, 2024:

As of June 30, 2025

Cost Accumulated amortization Accumulated impairment charges Net

28 unchanged sentences

See Note 2 “ Business Combination ” for further information.

Amortization costs associated with the know-how intangible asset are recorded to cost of sales on the consolidated statements of net income (loss) and comprehensive income (loss).

As of March 31, 2025, the estimated future amortization of definite-lived intangible assets is as follows:

As of March 31, 2025

Amortization costs associated with the know-how intangible asset are recorded to cost of sales on the consolidated statements of net loss and comprehensive income (loss).

As of June 30, 2025, the estimated future amortization of definite-lived intangible assets is as follows:

As of June 30, 2025

Remainder of 2025 (6 months) $ 938

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The Company plans to continue and expand operations at the Peace Naturals Campus.

During the first quarter of 2024, the Company ceased operations at Cronos Fermentation and performed an assessment under ASC 360 Property, Plant and Equipment of the recoverability of the carrying value of the Cronos Fermentation assets, and determined the carrying value of the assets was not fully recoverable.

During the first quarter of 2024, the Company ceased operations at Cronos Fermentation, performed an assessment under ASC 360 Property, Plant and Equipment of the recoverability of the carrying value of the Cronos Fermentation assets and determined the carrying value of the assets was not fully recoverable.

The fair value was estimated using a combination of the market and income approaches.

As a result of this analysis, an impairment loss on long-lived assets of $ 1,631 was recorded to the condensed consolidated statements of net loss and comprehensive loss in the three months ended March 31, 2024.

In addition, the Cronos Fermentation assets were classified as held-for-sale in the first quarter of 2024 and continue to be classified as held-for-sale as of March 31, 2025.

During the three months ended March 31, 2025, the Company incurred $ 555 restructuring costs in connection with the Realignment.

During the three months ended March 31, 2024, the Company incurred $ 83 of restructuring costs in connection with the Realignment.

Charges related thereto include employee-related costs such as severance and other termination benefits, as well as other related costs.

The following table summarizes the Company’s restructuring activity for the three months ended March 31, 2025:

In addition, the Cronos Fermentation assets were classified as held-for-sale in the first quarter of 2024 and continue to be classified as held-for-sale as of June 30, 2025.

During the second quarter of 2025, the Company revised its listing price and reassessed the fair value of the Cronos Fermentation assets, which resulted in the recognition of a loss on held-for-sale assets of $ 2,501 on the condensed consolidated statements of net loss and comprehensive income (loss) in both the three and six months ended June 30, 2025.

The fair value was estimated using a combination of the market and income approaches.

Under the market approach, the key assumptions are the selected comparable transactions and adjustments made based on age, condition and type of sale.

Under the income approach, the key assumptions are the market rent and capitalization rate.

During the three and six months ended June 30, 2025, the Company incurred $ 768 and $ 1,323 , respectively, in restructuring costs in connection with the Realignment.

During the three and six months ended June 30, 2024, the Company incurred $ 547 and $ 630 of restructuring costs in connection with the Realignment.

Charges related thereto include employee-related costs such as severance and other termination benefits, as well as IT infrastructure and finance transformation costs associated with the Realignment.

Cronos Group Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(In thousands of U.S.

dollars, except share amounts) Table of Contents

The following tables summarize the Company’s restructuring activity for the three and six months ended June 30, 2025:

Accrual as of March 31, 2025 Expenses Payments/Write-offs Accrual as of June 30, 2025

Employee Termination Benefits $ 257 $ 363 $ ( 516 ) $ 104

Other Restructuring Costs 183 405 ( 480 ) 108

Total $ 440 $ 768 $ ( 996 ) $ 212

Accrual as of December 31, 2024

Expenses Payments/Write-offs Accrual as of March 31, 2025

Expenses Payments/Write-offs Accrual as of June 30, 2025

Employee Termination Benefits $ — $ 620 $ ( 516 ) $ 104

1 unchanged sentence

Total $ — $ 1,323 $ ( 1,111 ) $ 212

The following table summarizes the Company’s restructuring activity for the three months ended March 31, 2024:

The following tables summarize the Company’s restructuring activity for the three and six months ended June 30, 2024:

Accrual as of March 31, 2024 Expenses Payments/Write-offs Accrual as of June 30, 2024

Employee Termination Benefits $ 38 $ — $ ( 14 ) $ 24

Other Restructuring Costs — 547 — 547

Total $ 38 $ 547 $ ( 14 ) $ 571

Accrual as of December 31, 2023

Expenses Payments/Write-offs Accrual as of March 31, 2024

Expenses Payments/Write-offs Accrual as of June 30, 2024

Employee Termination Benefits $ 150 $ 62 $ ( 188 ) $ 24

1 unchanged sentence

Total $ 150 $ 630 $ ( 209 ) $ 571

Cronos Group Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(In thousands of U.S.

dollars, except share amounts) Table of Contents

Share-based Compensation

2 unchanged sentences

The Company can no longer make grants under the 2018 Stock Option Plan.

The following table summarizes the total share-based compensation expense associated with the Company’s stock options and RSUs for the three months ended March 31, 2025 and 2024:

For the three months ended March 31,

The following table summarizes the total share-based compensation expense associated with the Company’s stock options and RSUs for the three and six months ended June 30, 2025 and 2024:

For the three months ended June 30, For the six months ended June 30,

2025 2024 2025 2024

Stock options $ 79 $ 33 $ 154 $ 67

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The 2018 Stock Option Plan did not, and the 2020 Omnibus Plan does not, authorize grants of options with an exercise price below fair market value.

The following is a summary of the changes in stock options for the three months ended March 31, 2025 and 2024:

Cronos Group Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(In thousands of U.S.

dollars, except share amounts) Table of Contents

The following is a summary of the changes in stock options for the six months ended June 30, 2025 and 2024:

Weighted-average exercise price (C$) (i)

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$ 5.63 717,264 3.65

Balance as of March 31, 2025 $ 5.63 717,264 3.40

Exercisable as of March 31, 2025 $ 6.20 573,253 3.04

Balance as of June 30, 2025 $ 5.63 717,264 2.51

Exercisable as of June 30, 2025 $ 5.98 634,875 2.22

Weighted-average exercise price (C$) (i)

4 unchanged sentences

19.05 ( 1,381,696 )

Balance as of March 31, 2024 $ 14.46 2,093,700 1.59

Exercisable as of March 31, 2024 $ 15.72 1,874,123 1.10

Balance as of June 30, 2024 $ 5.78 721,505 4.13

Exercisable as of June 30, 2024 $ 6.59 520,820 3.58

(i) The weighted-average exercise price reflects the conversion of foreign currency-denominated stock options translated into C$ using the average foreign exchange rate as of the date of issuance.

The following table summarizes stock options outstanding:

As of March 31, 2025 As of December 31, 2024

As of June 30, 2025 As of December 31, 2024

2020 Omnibus Plan 702,264 702,264

1 unchanged sentence

Total stock options outstanding 717,264 717,264

Cronos Group Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(In thousands of U.S.

dollars, except share amounts) Table of Contents

The following is a summary of the changes in RSUs for the three months ended March 31, 2025 and 2024:

The following is a summary of the changes in RSUs for the six months ended June 30, 2025 and 2024:

Weighted-average grant date fair value (C$) (ii)

5 unchanged sentences

Cancellation and forfeitures 3.34 ( 508,967 )

Balance as of March 31, 2025 $ 2.86 5,563,602

Balance as of June 30, 2025 $ 2.81 5,662,983

Weighted-average grant date fair value (C$) (ii)

5 unchanged sentences

Cancellation and forfeitures 2.98 ( 91,726 )

Balance as of March 31, 2024 $ 3.55 8,259,619

Balance as of June 30, 2024 $ 3.57 8,450,225

(i) RSUs granted in the period vest annually in equal installments over a three-year period from either the grant date or after a three or five year “cliff-period.” All RSUs are subject to such holder’s continued employment through each vesting date.

1 unchanged sentence

(ii) The weighted-average grant date fair value reflects the conversion of foreign currency-denominated RSUs translated into C$ using the foreign exchange rate as of the date of issuance.

Cronos Group Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(In thousands of U.S.

dollars, except share amounts) Table of Contents

(d) Deferred share units

The following is a summary of the changes in DSUs for the three months ended March 31, 2025 and 2024:

The following is a summary of the changes in DSUs for the six months ended June 30, 2025 and 2024:

Financial liability Number of DSUs

2 unchanged sentences

Gain on revaluation ( 54 ) —

Balance as of March 31, 2025 $ 1,009 560,261

Balance as of June 30, 2025 $ 1,075 560,261

Financial liability Number of DSUs

1 unchanged sentence

$ 1,092 521,679

DSU liabilities settled ( 359 ) ( 155,383 )

Loss on revaluation 122 —

Balance as of March 31, 2024 $ 1,369 521,679

Balance as of June 30, 2024 $ 855 366,296

Share Repurchase Program

On May 7, 2025, the Board authorized a share repurchase program of up to $ 50,000 .

The repurchase program commenced on May 14, 2025 and is expected to terminate on May 13, 2026, unless earlier terminated.

Repurchases under the program may be made from time to time, either through open market purchases at then-prevailing market prices through the facilities of the Nasdaq or other U.S.

published markets, privately negotiated transactions or otherwise.

Open market repurchases will not exceed 19,270,951 common shares, being 5 % of the outstanding common shares as of May 7, 2025.

The timing and amount of repurchases are subject to market conditions, compliance with applicable laws and regulations and any other factors management of the Company may deem relevant.

The program does not obligate Cronos to acquire any specific dollar amount or number of common shares and may be modified, suspended, or discontinued at any time.

During the three and six months ended June 30, 2025, the Company repurchased 1,874,951 common shares for $ 3,612 .

All common shares repurchased under this program were retired and cancelled upon settlement.

As a result, the repurchased common shares were removed from issued and outstanding share capital, reducing the number of common shares outstanding.

The value of the retired common shares were charged against share capital and additional paid in capital.

The Company funded the repurchases using available cash resources.

Commitments and Contingencies

20 unchanged sentences

The defendants are moving to dismiss the second amended class action complaint.

On May 30, 2025, the parties jointly informed the court that they had reached an agreement-in-principle to settle the action and requested that the Court stay all deadlines in the action, which the Court ordered on June 3, 2025.

The proposed settlement remains subject to preliminary and final approval by the court and certain other conditions not within the Company’s control.

On June 3, 2020, an alleged shareholder filed a Statement of Claim, as amended on August 12, 2020, in the Ontario Superior Court of Justice in Toronto, Ontario, Canada, seeking, among other things, an order certifying the action as a class action on behalf of a putative class of shareholders and damages of an unspecified amount.

15 unchanged sentences

The Settlement Order required the Company to cease and desist from committing or causing any violations and any future violations of Section 17(a) of the Securities Act, Sections 10(b), 13(a), 13(b)(2)(B) of the Exchange Act and Rules 10b-5, 13a-13, 13a-15(a), 13a-16 and 12b-20 thereunder.

As a result of the Settlement Order, the Company (i) lost its status as a well-known seasoned issuer for a period of three years, (ii) is unable to rely on the private offering exemptions provided by Regulations A and D under the Securities Act for a period of five years and (iii) is unable to rely on the safe harbor provisions of the U.S.

Private Securities Litigation Reform Act of 1995 for a period of three years.

Cronos Group Inc.

2 unchanged sentences

dollars, except share amounts) Table of Contents

and (iii) is unable to rely on the safe harbor provisions of the U.S.

Private Securities Litigation Reform Act of 1995 for a period of three years.

OSC Settlement

20 unchanged sentences

On April 29, 2025, the Minister of Economy released a memorandum stating that notwithstanding the veto, he intends to proceed with the process of imposing the duty.

On July 3, 2025, the Ministry of Justice issued a memorandum sustaining the Minister of Finance’s veto.

A provisional duty is not being imposed at this time.

5 unchanged sentences

On February 6, 2025, the court dismissed the administrative petition.

On June 12, 2025, a group of cannabis cultivators initiated a second administrative proceeding against the government and certain importers, including the Company’s subsidiaries in Israel, asking the court to declare the Minister of Finance’s veto void and order the Minister of Economy to impose an anti-dumping duty.

On June 26, 2025, the cultivators moved the court for an interim injunction, which the court denied on July 13, 2025.

As of the date of this filing, the petition for a final injunction is pending before the court.

We expect litigation and regulatory proceedings relating to the marketing, distribution, import and sale of our products to increase.

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these significant expenses include:

sales and marketing, research and development, general and administrative, depreciation and amortization, and share-based compensation expense, which are presented within operating expenses on the Company’s condensed consolidated statements of net income (loss) and comprehensive income (loss).

Furthermore, the CODM regularly reviews total cash and short-term investments to aid in capital allocation decisions.

The table below sets forth consolidated Adjusted EBITDA and significant expenses for our single segment:

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

2025 2024 2025 2024

Adjusted EBITDA $ 1,688 $ ( 11,051 ) $ 3,977 $ ( 21,720 )

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dollars, except share amounts) Table of Contents

The following tables set forth a reconciliation of net income (loss) as determined in accordance with U.S.

The following tables set forth a reconciliation of net loss as determined in accordance with U.S.

GAAP to Adjusted EBITDA for the periods indicated:

Three months ended March 31, 2025

Three months ended June 30, 2025

Interest income, net ( 8,997 )

1 unchanged sentence

Depreciation and amortization 4,202

Gain on revaluation of financial instruments (ii)

Foreign currency transaction gain ( 1,583 )

EBITDA ( 43,802 )

Loss on revaluation of financial instruments (ii)

Foreign currency loss

Transaction costs (iv)

Other, net (v)

Restructuring costs (vi)

Share-based compensation (vii)

Financial statement review costs (viii)

Inventory step-up recorded to cost of sales (ix)

Israel Ministry of Economy and Industry dumping inquiry expense (x)

Loss on held-for-sale assets (v)

Other, net (vi)

Restructuring costs (vii)

Share-based compensation (viii)

Financial statement review costs (ix)

Israel Ministry of Economy and Industry dumping inquiry expense (xi)

Adjusted EBITDA $ 1,688

Three months ended March 31, 2024

Three months ended June 30, 2024

Net loss $ ( 8,759 )

4 unchanged sentences

Share of income from equity method investments ( 917 )

Loss on revaluation of financial instruments (ii)

Impairment loss on other investments (iii)

Foreign currency gain

Transaction costs (iv)

Other, net (vi)

Restructuring costs (vii)

Share-based compensation (viii)

Financial statement review costs (ix)

Adjusted EBITDA $ ( 11,051 )

Cronos Group Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(In thousands of U.S.

dollars, except share amounts) Table of Contents

Six months ended June 30, 2025

Interest income, net ( 18,662 )

Income tax benefit

Depreciation and amortization 7,042

EBITDA ( 43,359 )

Loss on revaluation of financial instruments (ii)

Foreign currency loss

Transaction costs (iv)

Loss on held-for-sale assets (v)

Other, net (vi)

Restructuring costs (vii)

Share-based compensation (viii)

Financial statement review costs (ix)

Inventory step-up recorded to cost of sales (x)

Israel Ministry of Economy and Industry dumping inquiry expense (xi)

Adjusted EBITDA $ 3,977

Six months ended June 30, 2024

Net loss $ ( 11,243 )

Interest income, net ( 27,696 )

Income tax benefit ( 2,732 )

Depreciation and amortization 3,244

EBITDA ( 38,427 )

Share of income from equity method investments ( 2,365 )

Impairment loss on long-lived assets (i)

1 unchanged sentence

Impairment loss on other investments (iii)

Foreign currency transaction gain ( 13,259 )

Other, net (v)

Restructuring costs (vi)

Share-based compensation (vii)

Financial statement review costs (viii)

Foreign currency gain

Transaction costs (iv)

Other, net (vi)

Restructuring costs (vii)

Share-based compensation (viii)

Financial statement review costs (ix)

Adjusted EBITDA $ ( 21,720 )

(i) For the three months ended March 31, 2024, impairment loss on long-lived assets was primarily the result of the cessation of operations at Cronos Fermentation during the quarter.

(ii) For the three months ended March 31, 2025 and 2024, the (gain) loss on revaluation of financial instruments related primarily to the Company’s equity securities in Vitura.

(iii) For the three months ended March 31, 2024, impairment loss on other investments represents the fair value change on the PharmaCann Option.

(i) For the six months ended June 30, 2024, impairment loss on long-lived assets related to the winding down of operations at Cronos Fermentation.

(ii) For the three and six months ended June 30, 2025 and 2024, the loss on revaluation of financial instruments related primarily to the Company’s equity securities in Vitura.

(iii) For the three and six months ended June 30, 2024, impairment loss on other investments represents the fair value change on the PharmaCann Option.

Cronos Group Inc.

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dollars, except share amounts) Table of Contents

(iv) For the three months ended March 31, 2025, transaction costs represented legal, financial and other advisory fees and expenses incurred in connection with the Cronos GrowCo Transaction.

These costs are included in general and administrative expenses on the condensed consolidated statement of net income (loss) and comprehensive income (loss).

(v) For the three months ended March 31, 2025 and 2024, other, net related to (gain) loss on disposal of assets and (gain) loss on revaluation of derivative liabilities.

(vi) For the three months ended March 31, 2025, restructuring costs related to employee-related severance costs and IT infrastructure and finance transformation costs associated with the Realignment.

For the three months ended March 31, 2024, restructuring costs related to employee-related severance costs and other restructuring costs associated with the Realignment, as described in Note 8 “ Restructuring .”

(vii) For the three months ended March 31, 2025 and 2024, share-based compensation related to the non-cash expenses of share-based compensation awarded to employees under the Company’s share-based award plans as described in Note 9 “ Share-based Compensation.

(viii) For the three months ended March 31, 2025 and 2024, financial statement review costs include costs and reserves taken related to the Restatements, costs related to the Company’s responses to requests for information from various regulatory authorities relating to the Restatements and legal costs incurred defending shareholder class action complaints brought against the Company as a result of the 2019 restatement.

(ix) For the three months ended March 31, 2025, inventory step-up recorded to cost of sales represents the portion of the inventory step-up from the Cronos GrowCo Transaction that was recorded through the condensed consolidated statements of income (loss) and comprehensive income (loss).

(x) For the three months ended March 31, 2025, Israel Ministry of Economy and Industry dumping inquiry expense included expenditures relating to the regulatory inquiry about alleged dumping of medical cannabis products in Israel and related litigation and external relations expenses.

The following table presents the Company’s revenue by major product category for our single segment:

Three months ended March 31,

(iv) For the three and six months ended June 30, 2025 and 2024, transaction costs represented legal, financial and other advisory fees and expenses incurred in connection with the Cronos GrowCo Transaction.

These costs are included in general and administrative expenses on the condensed consolidated statement of net loss and comprehensive income (loss).

(v) For the three and six months ended June 30, 2025, loss on held for sale assets related to a revaluation of the Cronos Fermentation held-for-sale asset group.

(vi) For the three and six months ended June 30, 2025, other, net related to (gain) loss on revaluation of derivative liabilities.

For the three and six months ended June 30, 2024, other, net related to (gain) loss on disposal of assets and (gain) loss on revaluation of derivative liabilities.

(vii) For the three and six months ended June 30, 2025, restructuring costs related to employee-related severance costs and IT infrastructure and finance transformation costs associated with the Realignment, as described in Note 8 “ Restructuring .” For the three months ended June 30, 2024, restructuring costs related to employee-related severance costs and other restructuring costs associated with the Realignment, as described in Note 8 “ Restructuring .”

(viii) For the three and six months ended June 30, 2025 and 2024, share-based compensation related to the non-cash expenses of share-based compensation awarded to employees under the Company’s share-based award plans as described in Note 9 “ Share-based Compensation.

(ix) For the three and six months ended June 30, 2025 and 2024, financial statement review costs included legal costs incurred defending shareholder class action complaints brought against the Company as a result of the 2019 restatement.

(x) For the six months ended June 30, 2025, inventory step-up recorded to cost of sales represents the portion of the inventory step-up from the Cronos GrowCo Transaction that was recorded through the condensed consolidated statements of loss and comprehensive income (loss).

(xi) For the three and six months ended June 30, 2025, Israel Ministry of Economy and Industry dumping inquiry expense included expenditures relating to the regulatory inquiry about alleged dumping of medical cannabis products in Israel and related litigation and external relations expenses.

The following tables present the Company’s revenue by major product category for our single segment:

Three months ended June 30,

Cannabis flower $ 25,025 $ 20,661

1 unchanged sentence

Net revenue $ 33,455 $ 27,762

Six months ended June 30,

Cannabis flower $ 48,369 $ 38,186

Cannabis extracts 16,968 14,791

Net revenue $ 65,717 $ 53,050

Net revenue attributed to a geographic region based on the location of the customer was as follows:

Three months ended March 31,

Three months ended June 30,

Canada $ 19,150 $ 19,844

2 unchanged sentences

Net revenue $ 33,455 $ 27,762

Six months ended June 30,

Canada $ 39,280 $ 38,715

Israel 18,605 13,306

Other countries 7,832 1,029

Net revenue $ 65,717 $ 53,050

The table below sets forth total cash and cash equivalents and short-term investments for our single segment:

As of March 31, 2025 As of December 31, 2024

As of June 30, 2025 As of December 31, 2024

Total cash and cash equivalents and short-term investments $ 834,416 $ 858,805

4 unchanged sentences

Property, plant and equipment, net were physically located in the following geographic regions:

As of March 31, 2025 As of December 31, 2024

As of June 30, 2025 As of December 31, 2024

Canada $ 133,894 $ 117,329

2 unchanged sentences

Intangibles, net were physically located in the following geographic regions:

As of March 31, 2025 As of December 31, 2024

As of June 30, 2025 As of December 31, 2024

Canada $ 10,204 $ 10,887

1 unchanged sentence

Total $ 10,565 $ 11,257

For additions to our property, plant and equipment, net and intangibles, net for the three months ended March 31, 2025 and March 31, 2024, please see Note 6 “ Property, Plant and Equipment, net ” and the condensed consolidated statements of cash flows.

For additions to our property, plant and equipment, net and intangibles, net for the six months ended June 30, 2025 and June 30, 2024, please see Note 6 “ Property, Plant and Equipment, net ” and the condensed consolidated statements of cash flows.

Cronos Group Inc.

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Income (Loss) per Share

Basic and diluted income (loss) per share are calculated as follows (in thousands, except share and per share amounts):

Three months ended March 31,

Basic income (loss) per share computation

Net income (loss) attributable to the shareholders of Cronos Group $ 6,122 $ ( 2,241 )

Weighted-average number of common shares outstanding for computation for basic income (loss) per share 382,958,797 381,442,597

Basic income (loss) per share $ 0.02 $ ( 0.01 )

Diluted income (loss) per share computation

Net income (loss) attributable to the shareholders of Cronos Group $ 6,122 $ ( 2,241 )

Weighted-average number of common shares outstanding used in the computation of basic income (loss) per share 382,958,797 381,442,597

Dilutive effect of RSUs 3,823,127 —

Dilutive effect of Top-up Rights – market price 181,761 —

Weighted-average number of common shares for computation of diluted income (loss) from continuing operations per share (i)

Loss per Share

Basic and diluted loss per share are calculated as follows (in thousands, except share and per share amounts):

Three months ended June 30, Six months ended June 30,

2025 2024 2025 2024

Diluted income (loss) per share $ 0.02 $ ( 0.01 )

Basic loss per share computation

Net loss attributable to the shareholders of Cronos Group $ ( 39,711 ) $ ( 8,757 ) $ ( 33,589 ) $ ( 10,998 )

Weighted-average number of common shares outstanding for computation for basic loss per share

385,306,213 382,157,555 384,138,987 381,800,078

Basic loss per share $ ( 0.10 ) $ ( 0.02 ) $ ( 0.09 ) $ ( 0.03 )

Diluted loss per share computation

Net loss attributable to the shareholders of Cronos Group

$ ( 39,711 ) $ ( 8,757 ) $ ( 33,589 ) $ ( 10,998 )

Weighted-average number of common shares for computation of diluted loss from continuing operations per share (i)

385,306,213 382,157,555 384,138,987 381,800,078

Diluted loss per share

$ ( 0.10 ) $ ( 0.02 ) $ ( 0.09 ) $ ( 0.03 )

(i) In computing diluted loss per share, incremental common shares are not considered in periods in which a net loss is reported as the inclusion of the common share equivalents would be anti-dilutive.

For the three months ended March 31, 2025 and 2024, total securities of 18,273,597 and 24,580,665 , respectively, were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive.

For the three months ended June 30, 2025 and 2024, total securities of 15,812,953 and 28,769,758 , respectively, were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive.

For the six months ended June 30, 2025 and 2024, total securities of 19,045,720 and 29,428,093 , respectively, were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive.

Fair Value Measurements

9 unchanged sentences

The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis:

March 31, 2025

June 30, 2025

Level 1 Level 2 Level 3 Total

9 unchanged sentences

Derivative liabilities — — 40 40

(i) As of March 31, 2025 and December 31, 2024, the Company’s influence on Vitura is deemed non-significant and the investment is considered an equity security with a readily determinable fair value.

(i) As of June 30, 2025 and December 31, 2024, the Company’s influence on Vitura is deemed non-significant and the investment is considered an equity security with a readily determinable fair value.

See Note 4 “ Investments ” for further information.

2 unchanged sentences

(a) Cronos GrowCo

The Company holds both ownership of 50 % of Cronos GrowCo’s common shares and senior secured debt in Cronos GrowCo and these were historically accounted for as related party transactions.

The Company holds 50 % of Cronos GrowCo’s common shares and senior secured debt in Cronos GrowCo and these were historically accounted for as related party transactions.

Effective July 1, 2024, the Company obtained majority control of the board of directors of Cronos GrowCo, which is now accounted for as an intercompany relationship and all intercompany activity is eliminated upon consolidation.

See Note 2 “ Business Combination ” for further information regarding the Cronos GrowCo Transaction.

Three months ended March 31, 2024

Three months ended June 30, 2024 Six months ended June 30, 2024

Cronos GrowCo – purchases

$ 9,942 $ 16,952

(b) Vendor Agreement

2 unchanged sentences

In November 2023, the Company negotiated a direct contract with the related-party vendor.

During the three months ended March 31, 2025 and 2024, the Company purchased $ 189 and $ 772 , respectively, of products and services under this agreement and had outstanding accounts payable related to the agreement of $ 117 and $ 149 as of March 31, 2025 and December 31, 2024, respectively.

Three months ended June 30, Six months ended June 30,

2025 2024 2025 2024

Related party – purchases of products and services $ 173 $ 260 $ 362 $ 936

The Company had outstanding accounts payable related to the agreement of $ 53 and $ 149 as of June 30, 2025 and December 31, 2024, respectively.

In connection with the Cronos GrowCo Transaction, Cronos GrowCo entered into a consulting services agreement with a consulting firm managed by a member of the group of investors holding the remaining 50 % ownership of Cronos GrowCo, pursuant to which the consulting firm provides management services to Cronos GrowCo.

During the three months ended March 31, 2025, the Company incurred $ 209 of expense under this agreement.

As of March 31, 2025, the Company had no outstanding payables related to this agreement.

During the three and six months ended June 30, 2025, the Company incurred $ 362 and $ 571 , respectively, of expense under this agreement.

As of June 30, 2025, the Company had no outstanding payables related to this agreement.

(d) Dividend to Non-controlling Interest

On June 30, 2025, Cronos GrowCo made a dividend payment, of which $ 3,858 was paid to its non-controlling shareholders.

The dividend distribution was funded from excess operating cash flows and is presented in the financing section of the statement of cash flows.

Cronos Group Inc.

3 unchanged sentences

Subsequent Events

(a) Share Repurchase Authorization

On May 7, 2025, the Board authorized a share repurchase program of up to $ 50 million.

The share repurchase program is expected to commence on May 14, 2025 and terminate on May 13, 2026, unless earlier terminated.

Repurchases under the program may be made from time to time, either through open market purchases at then-prevailing market prices through the facilities of the NASDAQ Global Market or other U.S.

published markets, privately negotiated transactions or otherwise.

Open market repurchases will not exceed 19,270,951 common shares, being 5 % of the outstanding common shares as of May 7, 2025.

The timing and amount of repurchases are subject to market conditions, compliance with applicable laws and regulations and any other factors management of the Company may deem relevant.

The program does not obligate Cronos to acquire any specific dollar amount or number of shares and may be modified, suspended, or discontinued at any time.

All shares repurchased under this program will be retired and cancelled upon settlement.

As a result, the repurchased shares will be removed from issued and outstanding share capital, reducing the number of shares outstanding.

The value of the retired shares will be charged against share capital and additional paid in capital and, if necessary, to retained earnings, in accordance with ASC 505-30.

The Company intends to fund repurchases using available cash resources.

(a) Agreement with High Tide Inc.

On July 16, 2025, the Company, as lender, and High Tide Inc.

(“High Tide”), as borrower, entered into a loan agreement for junior secured convertible debt with a principal amount of C$ 30,000 and an original issue discount of 16 % (the “Junior Secured Loan”).

The Junior Secured Loan bears interest at 4 % per annum, payable in cash quarterly, and provides for conversion of the debt into common shares of High Tide at a price of C$ 4.20 per common share.

The Junior Secured Loan is convertible only upon the agreement of the Company and High Tide.

The Junior Secured Loan has a term of five years and may be repaid early with no penalty.

Additionally, the Company received a common share purchase warrant (the “Warrant”), which is exercisable into up to 3,836,317 common shares (the “Warrant Shares”) of High Tide at an exercise price of C$ 3.91 per Warrant Share.

(b) Principal Accounting Officer Appointment

Effective immediately following the filing of this Quarterly Report, the Board appointed Lloyd Wilson, Vice President, Controller, as the Company’s Principal Accounting Officer.

Additional information regarding this appointment will be provided in a Current Report on Form 8-K to be filed by the Company within the period required by applicable SEC rules.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements