What changed in this filing

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Item 1. Financial Statements

2025-11-06 compared with 2025-08-07 · 391 added, 286 removed, 752 unchanged (47% of the section changed)

Financial Statements

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)

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

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

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

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

Notes to Condensed Consolidated Financial Statements (Unaudited)

3 unchanged sentences

dollars, except share amounts, unaudited)

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

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

Current assets

4 unchanged sentences

Other receivables 4,357 5,000

Current portion of loans receivable, net — 618

Current portion of loans receivable (net of allowance for credit losses of $ 1 )

Inventory, net 48,167 33,149

3 unchanged sentences

Other investments 11,443 2,813

Non-current portion of loans receivable, net 13,767 15,526

Non-current portion of loans receivable (net of allowance for credit losses of $ 5,419 )

22,409 15,526

Property, plant and equipment, net 145,536 133,189

17 unchanged sentences

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

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

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

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

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

382,893,267 and 382,530,780 , respectively)

8 unchanged sentences

Cronos Group Inc.

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

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

(In thousands of U.S.

dollars, except share and per share amounts, unaudited)

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

Three months ended September 30, Nine months ended September 30,

2025 2024 2025 2024

18 unchanged sentences

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

Loss on revaluation of financial instruments

Gain on revaluation of loan receivable — 11,804 — 11,804

Gain on revaluation of equity method investment — 32,469 — 32,469

Gain (loss) on revaluation of financial instruments

4,066 ( 293 ) 3,475 ( 6,550 )

2 unchanged sentences

Loss on held-for-sale assets ( 3,031 ) ( 10,422 ) ( 5,532 ) ( 10,422 )

Change in allowance for credit loss on non-operating loan ( 4,771 ) — ( 4,771 ) —

Other, net ( 283 ) ( 315 ) ( 241 ) ( 737 )

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

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

Total other income

27,508 38,271 5,165 55,805

Income (loss) before income taxes 27,005 4,616 ( 4,734 ) ( 9,359 )

Income tax benefit ( 1,316 ) ( 2,708 ) ( 2,296 ) ( 5,440 )

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

Net income (loss) 28,321 7,324 ( 2,438 ) ( 3,919 )

Net income (loss) attributable to non-controlling interest 2,363 ( 1,025 ) 5,193 ( 1,270 )

Net loss attributable to Cronos Group

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

Net income (loss) attributable to Cronos Group $ 25,958 $ 8,349 $ ( 7,631 ) $ ( 2,649 )

Cronos Group Inc.

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

(In thousands of U.S.

dollars, except share and per share amounts, unaudited)

Comprehensive income (loss)

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

Net income (loss) $ 28,321 $ 7,324 $ ( 2,438 ) $ ( 3,919 )

Other comprehensive income (loss)

3 unchanged sentences

Comprehensive income (loss) attributable to Cronos Group $ 687 $ 20,001 $ 22,219 $ ( 23,688 )

Net loss per share

Basic net loss per share attributable to Cronos Group

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

Diluted net loss per share attributable to Cronos Group

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

Net income (loss) per share

Basic net income (loss) per share attributable to Cronos Group $ 0.07 $ 0.02 $ ( 0.02 ) $ ( 0.01 )

Diluted net income (loss) per share attributable to Cronos Group $ 0.07 $ 0.02 $ ( 0.02 ) $ ( 0.01 )

See notes to condensed consolidated interim financial statements.

1 unchanged sentence

Condensed Consolidated Statements of Changes in Equity

For the six months ended June 30, 2025 and 2024

For the nine months ended September 30, 2025 and 2024

(In thousands of U.S.

2 unchanged sentences

Balance as of December 31, 2024 382,530,780 $ 669,879 $ 457,709 $ ( 63,525 ) $ 46,919 $ 1,110,982

382,530,780 $ 669,879 $ 457,709 $ ( 63,525 ) $ 46,919 $ 1,110,982

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

4 unchanged sentences

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

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

Dividend paid to non-controlling interest — — — — ( 3,858 ) ( 3,858 )

— — — — ( 3,858 ) ( 3,858 )

Net income (loss) — — ( 39,711 ) — 1,229 ( 38,482 )

— — ( 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

Activities relating to share-based compensation 4,217 1,392 ( 6 ) — — 1,386

Share repurchases ( 917,862 ) ( 1,859 ) — — — ( 1,859 )

Net income — — 25,958 — 2,363 28,321

Foreign exchange loss on translation — — — ( 25,271 ) ( 734 ) ( 26,005 )

Balance as of September 30, 2025 382,893,267 $ 666,147 $ 450,032 $ ( 33,675 ) $ 49,545 $ 1,132,049

Cronos Group Inc.

Condensed Consolidated Statements of Changes in Equity

For the nine months ended September 30, 2025 and 2024

(In thousands of U.S.

dollars, except share amounts, unaudited)

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

Balance as of December 31, 2023 381,298,853 $ 662,174 $ 416,719 $ 20,678 $ ( 3,447 ) $ 1,096,124

381,298,853 $ 662,174 $ 416,719 $ 20,678 $ ( 3,447 ) $ 1,096,124

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

6 unchanged sentences

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

Non-controlling interest resulting from business combination — — — — 53,542 53,542

Activities relating to share-based compensation 13,982 2,249 ( 4 ) — — 2,245

Net income (loss) — — 8,349 — ( 1,025 ) 7,324

Foreign exchange gain on translation — — — 11,652 756 12,408

Balance as of September 30, 2024 382,294,707 $ 667,926 $ 413,995 $ ( 361 ) $ 49,751 $ 1,131,311

See notes to condensed consolidated interim financial statements.

3 unchanged sentences

dollars, except share amounts, unaudited) Table of Contents

Six months ended June 30,

Nine months ended September 30,

Operating activities

5 unchanged sentences

Impairment loss on other investments — 25,650

Loss from investments

(Gain) loss from investments

( 3,482 ) 4,103

Changes in expected credit losses on long-term financial assets 4,766 1,026

Revaluation of equity method investment — ( 32,469 )

Revaluation of loan receivable — ( 11,804 )

Loss on held-for-sale assets

12 unchanged sentences

Accrued liabilities ( 3,730 ) 1,633

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

Net cash provided by operating activities

14,031 11,123

Investing activities

Proceeds from short-term investments — 187,447

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

Proceeds from short-term investments — 187,166

Purchase of other investments ( 5,107 ) —

Cash acquired in business combinations

Advances on loans receivable ( 13,307 ) ( 8,822 )

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

Operating results for the three and nine months ended September 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 June 30,

Three months ended September 30,

Cannabis flower $ 26,362 $ 26,328

1 unchanged sentence

Net revenue $ 36,339 $ 34,264

Six months ended June 30,

Nine months ended September 30,

Cannabis flower $ 74,731 $ 64,514

Cannabis extracts 26,932 22,580

Other 393 220

Net revenue $ 102,056 $ 87,314

4 unchanged sentences

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

Three months ended June 30,

Three months ended September 30,

Canada $ 23,132 $ 24,067

2 unchanged sentences

Net revenue $ 36,339 $ 34,264

Six months ended June 30,

Nine months ended September 30,

Canada $ 62,412 $ 62,781

4 unchanged sentences

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 loss and comprehensive income (loss).

Interest earned on short-term investments is recorded in interest 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.

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

(f) Concentration of risk

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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 $ 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.

The provision rates are based on the days past due for groupings of various customer segments with similar loss patterns.

The calculation reflects the probability-weighted outcome, the time value of money and reasonable and supportable information that is available at the reporting date about past events, current conditions and forecasts of future economic conditions.

The Company’s maximum exposure to this risk is equal to the carrying amount of these financial assets, which amounted to $ 884,751 and $ 904,101 as of September 30, 2025 and December 31, 2024, respectively.

An impairment analysis is performed at each reporting date using a calculation that reflects the probability-weighted outcome, the time value of money and reasonable and supportable information that is available at the reporting date about past events, current conditions and forecasts of future economic conditions.

Accounts receivable are written off when there is no reasonable expectation of recovery.

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 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 September 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 September 30, 2025, the Company assessed that there is a concentration of credit risk, as 30 % 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 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.

During the three months ended September 30, 2025, the Company earned a total net revenue before excise taxes of $ 22,634 from two major customers, together accounting for 46 % of the Company’s total net revenue before excise taxes.

During the three months ended September 30, 2024, the Company earned a total net revenue before excise taxes of $ 21,993 from two major customers, together accounting for 48 % of the Company’s total net revenue before excise taxes.

During the nine months ended September 30, 2025, the Company earned a total net revenue before excise taxes of $ 58,490 from two major customers, together accounting for 43 % of the Company’s total net revenue before excise taxes.

During the nine months ended September 30, 2024, the Company earned a total net revenue before excise taxes of $ 71,846 from three major customers, together accounting for 59 % of the Company’s total net revenue before excise taxes.

(g) New accounting pronouncements not yet adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”).

ASU 2023-09 enhances the existing income tax disclosures to provide additional information to better assess how an

Cronos Group Inc.

2 unchanged sentences

dollars, except share amounts) Table of Contents

(g) New accounting pronouncements not yet adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”).

ASU 2023-09 enhances the existing income tax disclosures to provide additional information to better assess how an entity’s operations, related tax risks and tax planning, and operational opportunities affect its tax rate and prospects for future cash flows.

entity’s operations, related tax risks and tax planning, and operational opportunities affect its tax rate and prospects for future cash flows.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, and interim periods within fiscal years beginning after December 15, 2025, and we expect to adopt ASU 2023-09 prospectively.

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In connection with the Cronos GrowCo Transaction, the Company provided an approximately $ 51,000 secured non-revolving credit facility to Cronos GrowCo to fund the expansion of Cronos GrowCo’s cultivation and processing facilities (such area, the “Phase 2 Expansion Area”) and entered into a new supply agreement with Cronos GrowCo (the “Cronos GrowCo Supply Agreement”).

Pursuant to the Cronos GrowCo Supply Agreement, prior to the commencement of sales from the Phase 2 Expansion Area, the Company and its controlled affiliates (other than Cronos GrowCo) have the right, but not the obligation, to purchase an aggregate total quantity of 80 % of Cronos GrowCo’s production.

Thereafter, the Company and its controlled affiliates (other than Cronos GrowCo) will have the right, but not the obligation, to purchase 70 % of Cronos GrowCo’s forecasted production capacity over a given period and 70 % of Cronos GrowCo’s actual production in a given month.

Pursuant to the Cronos GrowCo Supply Agreement, prior to the commencement of sales from the Phase 2 Expansion Area, the Company and its controlled affiliates (other than Cronos GrowCo) had the right, but not the obligation, to purchase an aggregate total quantity of 80 % of Cronos GrowCo’s production.

Following the commencement of sales from the Phase 2 Expansion Area during the third quarter of 2025, the Company and its controlled affiliates (other than Cronos GrowCo) have the right, but not the obligation, to purchase 70 % of Cronos GrowCo’s forecasted production capacity over a given period and 70 % of Cronos GrowCo’s actual production in a given month.

Cronos GrowCo’s production is intended to support the majority of the Company’s current and future biomass supply requirements.

As there was no cash consideration paid, the Cronos GrowCo Transaction was valued with reference to the fair value of our preexisting equity method investment of $ 53,542 , as well as the effective settlement of various preexisting relationships between the Company and Cronos GrowCo.

These preexisting relationships are now classified as intercompany transactions and eliminated upon consolidation.

Following the date of the Cronos GrowCo Transaction these preexisting relationships are now classified as intercompany transactions and eliminated upon consolidation.

As of the date of the Cronos GrowCo Transaction, the fair value of the non-controlling interest in Cronos GrowCo was $ 53,542 .

18 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 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.

For the three and nine months ended September 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 income (loss) and comprehensive income (loss).

For both the three and nine months ended September 30, 2024, the Company recognized $ 7,116 of the inventory step-up into cost of sales on the condensed consolidated statements of net income (loss) and comprehensive income (loss).

As of September 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 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).

For both the three and nine months ended September 30, 2024, net revenue attributable to Cronos GrowCo was $ 4,268 and loss before income taxes was $ 1,606 .

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

Business combination-related costs of $ 334 and $ 530 were incurred in relation to the Cronos GrowCo Transaction in the three and nine months ended September 30, 2024, respectively, and were reported in general and administrative expenses on the condensed consolidated statements of net income (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.

The following table presents unaudited supplemental pro forma results for the three and nine months ended September 30, 2024, as if the Cronos GrowCo Transaction had occurred as of January 1, 2023.

The unaudited pro forma information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the business combination had taken place at such time.

The unaudited pro forma results presented below include adjustments such as amortization of inventory step-up, amortization charges for acquired intangible assets, depreciation adjustments for property, plant and equipment

Cronos Group Inc.

2 unchanged sentences

dollars, except share amounts) Table of Contents

that has been revalued, adjustment of interest expense and interest income resulting from the effective settlement of pre-existing debt financing in connection with the Cronos GrowCo Transaction and adjustments for certain business combination-related charges.

Three months ended September 30, Nine months ended September 30,

$ 34,264 $ 94,788

( 3,540 ) 14,124

Operating expenses

37,266 82,715

Other income (expense)

( 6,002 ) 8,892

Net loss attributable to Cronos Group

$ ( 29,447 ) $ ( 39,578 )

Material nonrecurring pro forma adjustments directly attributable to the Cronos GrowCo Transactions include the following:

• Historical amortization of the acquired inventory step-up of $ 7,116 recognized in the historical three month period ended September 30, 2024 was removed from pro forma net income for the three months and nine months ended September 30, 2024.

• Pre-business combination revenues for sales from Cronos GrowCo to the Company of $ 14,776 were adjusted out for the nine months ended September 30, 2024 as these amounts would have been eliminated in consolidation.

Company pre-business combination cost of sales of $ 11,386 were adjusted out for the nine months ended September 30, 2024, as these amounts would have been eliminated in consolidation.

• The gain on the revaluation of the equity method investment and loan receivable relating to the Cronos GrowCo Transaction of $ 32,469 and $ 11,804 , respectively, were adjusted out for the three months and nine months ended September 30, 2024, as this revaluation is assumed to have occurred on January 1, 2023.

Inventory, net

Inventory, net is comprised of the following items:

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

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

Raw materials $ 6,380 $ 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 June 30, 2025, none of the inventory step-up was remaining in the Company’s inventory on the condensed consolidated balance sheets.

As of September 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 June 30, 2024 Six months ended June 30, 2024

Three months ended September 30, 2024 Nine months ended September 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.

1 unchanged sentence

(b) Other investments

Other investments consist of investments in common shares and options of two companies in the cannabis industry.

Other investments consist of investments in common shares, options and warrants of three companies in the cannabis industry.

PharmaCann Option

3 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 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.

As of September 30, 2025 and December 31, 2024, the Company’s ownership percentage in PharmaCann on a fully diluted basis was approximately 0.7 % and 5.8 %, respectively.

The decrease in ownership percentage in the nine months ended September 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 nil as of both June 30, 2025 and December 31, 2024.

The net book value of the PharmaCann Option was nil as of both September 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.

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

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

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 income (loss) and comprehensive income (loss) for the nine months ended September 30, 2024.

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

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

As of September 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 loss on revaluation of financial instruments on the condensed consolidated statements of net loss and comprehensive income (loss).

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).

High Tide Warrant

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 ($ 21,919 ) and an original issue discount of 16 % (the “High Tide Loan”).

Additionally, the Company received a common share purchase warrant (the “High Tide Warrant”) with a five-year term, 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.

The High Tide Warrant is classified as a derivative that is not being held as a hedge and was initially recorded at a fair value of C$ 6,989 ($ 5,106 ) to other investments on the condensed consolidated balance sheet on the transaction date.

The High Tide Warrant’s fair value is estimated at each reporting date using a Black-Scholes model.

Key inputs include the share price and volatility of High Tide common shares, the risk-free rate and the remaining term of the High Tide Warrant.

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

See Note 5 “ Loans Receivable, net ” for discussion of the loan receivable recognized as part of the agreement with High Tide.

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

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

As of June 30, 2025 Warrant Acquired

Unrealized gain

Impairment charges Foreign exchange effect As of September 30, 2025

Vitura $ 2,251 $ — $ 216 $ — $ 14 $ 2,481

High Tide Warrant — 5,106 3,966 — ( 110 ) 8,962

$ 2,251 $ 5,106 $ 4,182 $ — $ ( 96 ) $ 11,443

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

As of December 31, 2024 Warrant Acquired

Unrealized gain (loss)

Impairment charges Foreign exchange effect As of September 30, 2025

Vitura $ 2,813 $ — $ ( 484 ) $ — $ 152 $ 2,481

High Tide Warrant — 5,106 3,966 — ( 110 ) 8,962

$ 2,813 $ 5,106 $ 3,482 $ — $ 42 $ 11,443

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

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

PharmaCann $ — $ — $ — $ — $ —

1 unchanged sentence

$ 3,168 $ ( 371 ) $ — $ 103 $ 2,900

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

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

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

7 unchanged sentences

Loans receivable, net consists of the following:

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

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

Current portion of Mucci Promissory Note accrued interest $ 176 $ 618

Total current portion of loans receivable, net

High Tide Loan

Mucci Promissory Note

9 unchanged sentences

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

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 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.

The funds from Term Loan B have been used to expand Cronos GrowCo’s purpose-built cannabis facility.

Term Loan B will mature on August 22, 2035, which represents the 10-year anniversary of the commencement of sales from the Phase 2 Expansion Area on August 22, 2025.

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

Interest on Term Loan B is payable on a quarterly basis until maturity beginning after the first borrowing under Term Loan B.

10 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 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.

For the nine months ended September 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 nine months ended September 30, 2024, there were no repayments of principal or interest on the Mucci Promissory Note.

Cannasoul Collaboration Loan

The Company holds a variable interest in Cannasoul Lab Services Ltd.

CLS is a wholly owned subsidiary of Cannasoul Analytics Ltd., which is in the process of establishing a commercial cannabis analytical testing laboratory (the “Cannasoul Laboratory”) located on the premises of Cronos Israel (the “Cannasoul Collaboration”).

CLS is a wholly owned subsidiary of Cannasoul Analytics Ltd., which has established a commercial cannabis analytical testing laboratory (the “Cannasoul Laboratory”) located on the premises of Cronos Israel (the “Cannasoul Collaboration”).

Cronos Israel agreed to advance up to ILS 8,297 ($ 2,505 ) by a non-recourse loan (the “Cannasoul Collaboration Loan”) to CLS over a period of two years from April 1, 2020 for the capital and operating expenditures of the Cannasoul Laboratory.

2 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

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;

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

Cronos Group Inc.

2 unchanged sentences

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 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

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 September 30, 2025 and December 31, 2024, CLS has received ILS 8,297 (approximately $ 2,505 and $ 2,272 , respectively), from the Cannasoul Collaboration Loan.

High Tide Loan

On July 16, 2025, the Company, as lender, and High Tide Inc, as borrower, entered into the High Tide Loan.

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

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

Additionally, the Company received the High Tide Warrant, which is exercisable into up to 3,836,317 common shares of High Tide at an exercise price of C$ 3.91 per Warrant Share.

See Note 4 “ Investments ” for discussion of the High Tide Warrant.

The loan receivable was recorded at a fair value as of the transaction date of C$ 18,591 ($ 13,583 ) and will be amortized using the effective interest method over the estimated life of the loan.

For both the three and nine months ended September 30, 2025, High Tide paid $ 183 in interest.

As of September 30, 2025, the High Tide loan receivable included an unamortized discount of $ 7,962 and an expected credit loss of $ 4,742 as presented in the tables below.

Credit Quality Indicators

The Company is exposed to credit risk on loan receivables.

Credit risk is the risk of loss arising from the failure of borrowers to meet the terms of the contract or otherwise fail to perform as agreed.

Because each borrower has distinct risk characteristics, the Company evaluates each loan individually rather than as part of a broader portfolio.

The Company routinely reviews its borrowers and assesses their financial health to estimate current expected credit losses.

This assessment involves examining historical loss data—including benchmarking risk grades using Moody’s reports across different economic cycles—analyzing asset-specific risks, particularly those unique to the cannabis industry, and evaluating the current financial status and forecasted financial results of each borrower.

Furthermore, the Company assigns credit risk ratings through an ordinal logit regression model, which compares borrowers’ credit quality to other rated companies by analyzing key financial metrics such as total assets, debt, revenue, earnings before interest and taxes, and net income.

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

Cronos Group Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(In thousands of U.S.

dollars, except share amounts) Table of Contents

As of June 30, 2025 Increase (decrease) (ii)

Foreign exchange effect As of September 30, 2025

Mucci Promissory Note $ 74 $ 1 $ ( 1 ) $ 74

Cannasoul Collaboration Loan 589 5 10 604

High Tide Loan

— 4,771 ( 29 ) 4,742

$ 663 $ 4,777 $ ( 20 ) $ 5,420

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

Foreign exchange effect As of June 30, 2025

Foreign exchange effect As of September 30, 2025

Mucci Promissory Note $ 88 $ ( 18 ) $ 4 $ 74

Cannasoul Collaboration Loan 535 13 56 604

High Tide Loan

— 4,771 ( 29 ) 4,742

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

Foreign exchange effect As of June 30, 2024

$ 623 $ 4,766 $ 31 $ 5,420

As of June 30, 2024 Increase (decrease) (iii)

Foreign exchange effect As of September 30, 2024

GrowCo Credit Facility (i)

5 unchanged sentences

Increase (decrease) (iii)

Foreign exchange effect As of June 30, 2024

Foreign exchange effect As of September 30, 2024

GrowCo Credit Facility (i)

5 unchanged sentences

See Note 2 “ Business Combination ” for further information.

(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.

(ii) During the three and nine months ended September 30, 2025, $ 6 and $( 5 ), respectively, were recorded as changes 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.

During the three and nine months ended September 30, 2025, $ 4,771 was recorded as a change in allowance for credit loss on non-operating loan on the condensed consolidated statements of net income (loss) and comprehensive income (loss) as a result of adjustments to our allowance for expected credit loss on the High Tide Loan.

(iii) During the three and nine months ended September 30, 2024, $ 5 and $ 1,026 were recorded as increases 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.

During both the three and nine months ended September 30, 2024, $ 11,804 was recorded as a gain on revaluation of loans receivable on the condensed consolidated statements of net income (loss) and comprehensive income (loss) from remeasuring our outstanding loans receivable with Cronos GrowCo as a result of the Cronos GrowCo Transaction.

Cronos Group Inc.

4 unchanged sentences

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

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

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

Land $ 7,091 $ 6,389

6 unchanged sentences

Property, Plant and Equipment, net $ 145,536 $ 133,189

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.

During the first quarter of 2024, the Company ceased operations at its Winnipeg, Manitoba facility (“Cronos Fermentation Facility”), performed an assessment under ASC 360 of the recoverability of the carrying value of the Cronos Fermentation Facility 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 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.

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 nine months ended September 30, 2024.

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

See Note 8 “ Restructuring ” for further information.

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.

For the three and nine months ended September 30, 2025, depreciation expense on property, plant and equipment was $ 2,971 and $ 8,582 , respectively.

For the three and nine months ended September 30, 2024, depreciation expense on property, plant and equipment was $ 2,552 and $ 3,861 , 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 income (loss) and comprehensive income (loss).

As of September 30, 2025 and December 31, 2024, the Company had $ 2,704 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 June 30, 2025 and December 31, 2024:

As of June 30, 2025

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

As of September 30, 2025

Cost Accumulated Impairment Charges Net

12 unchanged sentences

(b) Intangible assets, net

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

As of June 30, 2025

In the third quarter of 2024, the Company determined that it was no longer utilizing and had no current plans to utilize the intellectual property associated with its exclusive licenses with Ginkgo Bioworks Holdings, Inc.

As a result, the remaining net book value of $ 14,258 was impaired and recorded to impairment loss on long-lived assets on the condensed consolidated statements of income (loss) and comprehensive income (loss) in both the three and nine months ended September 30, 2024.

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

As of September 30, 2025

Cost Accumulated amortization Accumulated impairment charges Net

12 unchanged sentences

As of December 31, 2024

Cost Accumulated amortization Accumulated impairment charges

Cost Accumulated amortization Accumulated impairment charges Net

Software $ 6,988 $ ( 4,646 ) $ ( 72 ) $ 2,270

13 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 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

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

As of September 30, 2025

Remainder of 2025 (3 months) $ 376

7 unchanged sentences

As part of the Realignment, on February 28, 2022, the Company’s Board of Directors (the “Board”) approved plans to leverage the Company’s strategic partnerships to improve supply chain efficiencies and reduce manufacturing overhead by exiting its production facility in Stayner, Ontario, Canada (the “Peace Naturals Campus”).

On February 27, 2023, the Board approved revisions to the Realignment, under which the Company is maintaining select components of its operations at the Peace Naturals Campus, namely distribution warehousing, certain research and development activities and manufacturing of certain of the Company’s products.

In the third quarter of 2023, the Board approved revisions to the Realignment to wind-down operations at Cronos Fermentation, list the Cronos Fermentation Facility for sale, and implement additional organization-wide cost reductions as the Company continues its Realignment initiatives.

On February 27, 2023, the Board approved revisions to the Realignment, under which the Company was maintaining select components of its operations at the Peace Naturals Campus, namely distribution warehousing, certain research and development activities and manufacturing of certain of the Company’s products.

In the third quarter of 2023, the Board approved revisions to the Realignment to wind-down operations at the Cronos Fermentation Facility, list the Cronos Fermentation Facility assets for sale, and implement additional organization-wide cost reductions as the Company continues its Realignment initiatives.

On November 26, 2023, the Company entered into an agreement for the sale and leaseback of the Peace Naturals Campus, which was subsequently terminated pursuant to its terms during the second quarter of 2024.

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

In the first quarter of 2025, the Company continued its Realignment initiatives to transform its IT infrastructure and finance departments to drive long-term cost efficiencies, improve cross-functional collaboration, and support global scalability.

1 unchanged sentence

The Realignment initiatives are intended to position the Company to drive profitable and sustainable growth over time.

On November 26, 2023, the Company entered into an agreement with Future Farmco Canada Inc.

for the sale and leaseback of the Peace Naturals Campus.

This agreement was subsequently terminated pursuant to its terms during the second quarter of 2024.

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, 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 the Cronos Fermentation Facility, performed an assessment under ASC 360 Property, Plant and Equipment of the recoverability of the carrying value of the Cronos Fermentation Facility 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 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.

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 nine months ended September 30, 2024.

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

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

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

1 unchanged sentence

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.

During the third quarter of 2025, the Company entered into an agreement to sell the Cronos Fermentation Facility assets for C$ 4,000 ($ 2,873 ), which resulted in the recognition of a loss on held-for-sale assets of $ 3,031 on the condensed consolidated statements of net income (loss) and comprehensive income (loss) in the three months ended September 30, 2025.

During the three and nine months ended September 30, 2025, the Company incurred $ 212 and $ 1,535 , respectively, in restructuring costs in connection with the Realignment.

During the three and nine months ended September 30, 2024, the Company incurred nil 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.

3 unchanged sentences

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

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

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

Employee Termination Benefits $ 104 $ — $ — $ 104

1 unchanged sentence

Total $ 212 $ 212 $ ( 163 ) $ 261

Accrual as of December 31, 2024

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

Accrual as of December 31, 2024 Expenses Payments/Write-offs Accrual as of September 30, 2025

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

1 unchanged sentence

Total $ — $ 1,535 $ ( 1,274 ) $ 261

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

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

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

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

1 unchanged sentence

Total $ 571 $ — $ ( 571 ) $ —

Accrual as of December 31, 2023

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

Accrual as of December 31, 2023 Expenses Payments/Write-offs Accrual as of September 30, 2024

Employee Termination Benefits $ 150 $ 62 $ ( 212 ) $ —

1 unchanged sentence

Total $ 150 $ 630 $ ( 780 ) $ —

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 and six months ended June 30, 2025 and 2024:

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

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

Three months ended September 30, Nine months ended September 30,

2025 2024 2025 2024

2 unchanged sentences

Total share-based compensation $ 2,333 $ 2,262 $ 5,802 $ 6,513

Share-based compensation for both the three and nine months ended September 30, 2025 included $ 940 of expense associated with the Company’s DSUs.

For both three and nine months ended September 30, 2024, $ 449 of DSU-related expense was included in general and administrative expense in the Company’s condensed consolidated statement of net income (loss) and comprehensive income (loss).

For the three and nine months ended September 30, 2024, $ 78 and $( 82 ) was included in gain (loss) on revaluation of financial instruments in the Company’s condensed consolidated statement of net income (loss) and comprehensive income (loss), primarily related to the revaluation of DSUs.

(b) Stock options

3 unchanged sentences

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.

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:

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

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

1 unchanged sentence

Balance as of December 31, 2024 $ 5.63 717,264 3.65

Cancellation, forfeiture and expiry of options

14.70 ( 15,000 )

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

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

Balance as of September 30, 2025 $ 5.44 702,264 2.30

Exercisable as of September 30, 2025 $ 5.72 631,645 2.06

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

1 unchanged sentence

Balance as of December 31, 2023 $ 14.50 2,103,201 1.84

$ 14.50 2,103,201 1.84

Cancellation, forfeiture and expiry of options

19.05 ( 1,385,937 )

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

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

Balance as of September 30, 2024 $ 5.63 717,264 3.90

Exercisable as of September 30, 2024 $ 6.39 535,469 3.42

(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.

Cronos Group Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(In thousands of U.S.

dollars, except share amounts) Table of Contents

The following table summarizes stock options outstanding:

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

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

2020 Omnibus Plan 702,264 702,264

2 unchanged sentences

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

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

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

2 unchanged sentences

3.57 2,641,485

2.74 2,633,793

Vested and issued 2.61 ( 4,850,878 )

Cancellation and forfeitures 2.32 ( 618,020 )

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

Balance as of September 30, 2025 $ 2.81 5,554,800

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

2 unchanged sentences

2.95 2,503,835

Vested and issued 3.51 ( 1,364,864 )

Cancellation and forfeitures 2.99 ( 125,616 )

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

Balance as of September 30, 2024 $ 3.53 8,394,896

(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 six months ended June 30, 2025 and 2024:

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

Financial liability Number of DSUs

Balance as of December 31, 2024 $ 1,129 560,261

$ 1,129 560,261

Gain on revaluation ( 54 ) —

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

Granting and vesting of DSUs 450 198,238

Loss on revaluation 519 —

Balance as of September 30, 2025 $ 2,098 758,499

Financial liability Number of DSUs

Balance as of December 31, 2023 $ 1,092 521,679

$ 1,092 521,679

Granting and vesting of DSUs 450 193,965

DSU liabilities settled ( 359 ) ( 155,383 )

Loss on revaluation 59 —

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

Balance as of September 30, 2024 $ 1,242 560,261

Cronos Group Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(In thousands of U.S.

dollars, except share amounts) Table of Contents

Share Repurchase Program

6 unchanged sentences

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 .

During the three months ended September 30, 2025, the Company repurchased 917,862 common shares for $ 1,859 .

During the nine months ended September 30, 2025, the Company repurchased 2,792,813 common shares for $ 5,471 .

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

9 unchanged sentences

Although the outcome of these matters cannot be predicted with certainty, the Company does not believe these legal proceedings, individually or in the aggregate, will have a material adverse effect on its financial condition but could be material to its results of operations for a quarterly period depending, in part, on its results for that quarter.

Cronos Group Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(In thousands of U.S.

dollars, except share amounts) Table of Contents

(i) Class action complaints relating to restatement of 2019 interim financial statements

9 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.

On May 30, 2025, the parties jointly informed the court that they had reached an agreement-in-principle to settle the action.

At the parties’ request, the Court has stayed all deadlines in the action pending submission of the proposed settlement to the Court.

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

Cronos Group Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(In thousands of U.S.

dollars, except share amounts) Table of Contents

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

Cronos Group Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(In thousands of U.S.

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.

2 unchanged sentences

Pursuant to the terms of the Settlement Agreement, which fully and finally disposed the investigation of the Company by the OSC, Cronos agreed to pay a total of C$ 1.34 million to fully settle the matter, and acknowledged that it had failed to comply with the requirement under Section 77 of the Ontario Securities Act to file interim financial reports in the manner set out therein and had acted in a manner contrary to the public interest.

Cronos Group Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(In thousands of U.S.

dollars, except share amounts) Table of Contents

(iii) Litigation and regulatory inquiries relating to marketing, distribution, import and sale of products

43 unchanged sentences

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 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 June 30, Six months ended June 30,

Three months ended September 30, Nine months ended September 30,

2025 2024 2025 2024

4 unchanged sentences

General and administrative

9,254 12,760 29,099 34,434

Share-based compensation 2,333 2,262 5,802 6,513

10 unchanged sentences

GAAP to Adjusted EBITDA for the periods indicated:

Three months ended June 30, 2025

Three months ended September 30, 2025

Net income $ 28,321

Interest income, net ( 11,742 )

2 unchanged sentences

EBITDA 18,795

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)

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

Impairment loss on long-lived assets (i)

Gain on revaluation of financial instruments (iv)

Foreign currency gain ( 19,785 )

Transaction costs (vi)

Loss on held-for-sale assets (vii)

Other, net (viii)

Restructuring costs (ix)

Share-based compensation (x)

Restatement litigation costs (xi)

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

Change in allowance for credit loss on non-operating loan (xiv)

Adjusted EBITDA $ 5,677

Three months ended June 30, 2024

Net loss $ ( 8,759 )

Three months ended September 30, 2024

Net income $ 7,324

Interest income, net ( 12,460 )

2 unchanged sentences

EBITDA ( 4,277 )

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)

Impairment loss on long-lived assets (i)

Revaluation gain on loan receivable (ii)

Gain on revaluation of equity method investment (iii)

Loss on revaluation of financial instruments (iv)

Foreign currency loss 7,432

Transaction costs (vi)

Loss on held-for-sale assets (vii)

Other, net (viii)

Share-based compensation (x)

Restatement litigation costs (xi)

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

Adjusted EBITDA $ ( 6,019 )

3 unchanged sentences

dollars, except share amounts) Table of Contents

Six months ended June 30, 2025

Nine months ended September 30, 2025

Net loss $ ( 2,438 )

Interest income, net ( 30,404 )

2 unchanged sentences

EBITDA ( 24,564 )

Loss on revaluation of financial instruments (ii)

Impairment loss on long-lived assets (i)

Gain on revaluation of financial instruments (iv)

Foreign currency loss 18,170

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)

Transaction costs (vi)

Loss on held-for-sale assets (vii)

Other, net (viii)

Restructuring costs (ix)

Share-based compensation (x)

Restatement litigation costs (xi)

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

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

Change in allowance for credit loss on non-operating loan (xiv)

Adjusted EBITDA $ 9,654

Six months ended June 30, 2024

Nine months ended September 30, 2024

Net loss $ ( 3,919 )

3 unchanged sentences

EBITDA ( 42,704 )

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

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

Impairment loss on long-lived assets (i)

Loss on revaluation of financial instruments (ii)

Impairment loss on other investments (iii)

Revaluation gain on loan receivable (ii)

Gain on revaluation of equity method investment (iii)

Loss on revaluation of financial instruments (iv)

Impairment loss on other investments (v)

Foreign currency gain ( 12,370 )

Transaction costs (iv)

Other, net (vi)

Restructuring costs (vii)

Share-based compensation (viii)

Financial statement review costs (ix)

Transaction costs (vi)

Loss on held-for-sale assets (vii)

Other, net (viii)

Restructuring costs (ix)

Share-based compensation (x)

Restatement litigation costs (xi)

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

Adjusted EBITDA $ ( 27,739 )

(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.

2 unchanged sentences

dollars, except share amounts) Table of Contents

(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.

(i) For the three and nine months ended September 30, 2025, impairment loss on long-lived assets related to equipment no longer in use.

For the three and nine months ended September 30, 2024, impairment loss on long-lived assets included $ 14,258 related to the write-down of our Ginkgo exclusive licenses.

For the nine months ended September 30, 2024, impairment loss on long-lived assets included $ 1,631 related to the winding down of operations at the Cronos Fermentation Facility.

(ii) For the three and nine months ended September 30, 2024, a revaluation gain on loan receivable was recognized as a result of the Cronos GrowCo Transaction on July 1, 2024.

(iii) For the three and nine months ended September 30, 2024, the gain on revaluation of equity method investment was recognized as a result of the Cronos GrowCo Transaction on July 1, 2024.

(iv) For the three months ended September 30, 2025, the gain on revaluation of financial instruments was driven by a gain related to the Company’s High Tide Warrant and the Company’s equity securities in Vitura.

For the nine months ended September 30, 2025, the gain on revaluation of financial instruments related to the Company’s High Tide Warrant, partially offset by a loss related to the Company’s equity securities in Vitura.

For the three and nine months ended 2024, the loss on revaluation of financial instruments related primarily to the Company’s equity securities in Vitura.

(v) For the nine months ended September 30, 2024, impairment loss on other investments represents the fair value change on the PharmaCann Option.

(vi) For the three and nine months ended September 30, 2025 and 2024, transaction costs represented legal, financial and other advisory fees and expenses incurred in connection with the Cronos GrowCo Transaction and discrete strategic initiatives.

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

(vii) For the three and nine months ended September 30, 2025 and 2024, loss on held-for-sale assets related to a revaluation of the Cronos Fermentation Facility held-for-sale asset group.

(viii) For the three and nine months ended September 30, 2025, other, net related to (gain) loss on disposal of assets and dividend income.

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

(ix) For the three and nine months ended September 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 nine months ended September 30, 2024, restructuring costs related to employee-related severance costs and other restructuring costs associated with the Realignment, as described in Note 8 “ Restructuring .”

(x) For the three and nine months ended September 30, 2025 and 2024, share-based compensation related to the expenses of share-based compensation awarded to employees and, for the three and nine months ended September 30, 2025, our DSUs issued to our Board of Directors, each under the Company’s share-based award plans, as described in Note 9 “ Share-based Compensation.

(xi) For the three and nine months ended September 30, 2025 and 2024, restatement litigation costs included legal costs incurred defending shareholder class action complaints brought against the Company as a result of the 2019 restatement.

(xii) For the nine months ended September 30, 2025 and the three and nine months ended September 30, 2024, 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).

(xiii) For the three and nine months ended September 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.

(xiv) For the three and nine months ended September 30, 2025, change in allowance for credit loss on non-operating loan represents the allowance recognized on the High Tide loan receivable, as described in Note 5, “ Loans Receivable, net .”

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

Three months ended June 30,

Three months ended September 30,

Cannabis flower $ 26,362 26,328

1 unchanged sentence

Net revenue $ 36,339 $ 34,264

Six months ended June 30,

Nine months ended September 30,

Cannabis flower $ 74,731 $ 64,514

Cannabis extracts 26,932 22,580

Other 393 220

Net revenue $ 102,056 $ 87,314

Cronos Group Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(In thousands of U.S.

dollars, except share amounts) Table of Contents

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

Three months ended June 30,

Three months ended September 30,

Canada $ 23,132 $ 24,067

2 unchanged sentences

Net revenue $ 36,339 $ 34,264

Six months ended June 30,

Nine months ended September 30,

Canada $ 62,412 $ 62,781

3 unchanged sentences

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

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

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

Total cash and cash equivalents and short-term investments $ 824,170 $ 858,805

Cronos Group Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(In thousands of U.S.

dollars, except share amounts) Table of Contents

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

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

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

Canada $ 129,272 $ 117,329

2 unchanged sentences

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

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

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

Canada $ 9,482 $ 10,887

1 unchanged sentence

Total $ 9,829 $ 11,257

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.

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

Cronos Group Inc.

2 unchanged sentences

dollars, except share amounts) Table of Contents

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

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)

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 September 30, Nine months ended September 30,

2025 2024 2025 2024

Diluted loss per share

Basic income (loss) per share computation

Net income (loss) attributable to the shareholders of Cronos Group $ 25,958 $ 8,349 $ ( 7,631 ) $ ( 2,649 )

Weighted-average number of common shares outstanding for computation for basic income (loss) per share 383,086,739 382,285,589 383,784,383 381,963,097

Basic income (loss) per share $ 0.07 $ 0.02 $ ( 0.02 ) $ ( 0.01 )

Diluted income (loss) per share computation

Net income (loss) attributable to the shareholders of Cronos Group $ 25,958 $ 8,349 $ ( 7,631 ) $ ( 2,649 )

Weighted-average number of common shares outstanding used in the computation of basic income (loss) per share 383,086,739 382,285,589 383,784,383 381,963,097

Dilutive effect of RSUs 1,899,692 3,408,093 — —

Dilutive effect of Top-up Rights – market price 6,282 290,725 — —

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

384,992,713 385,984,407 383,784,383 381,963,097

Diluted income (loss) per share $ 0.07 $ 0.02 $ ( 0.02 ) $ ( 0.01 )

(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 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.

For the three months ended September 30, 2025 and 2024, total securities of 18,062,067 and 15,065,666 , respectively, were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive.

For the nine months ended September 30, 2025 and 2024, total securities of 19,353,160 and 20,926,402 , 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:

June 30, 2025

September 30, 2025

Level 1 Level 2 Level 3 Total

Cash and cash equivalents $ 784,170 $ — $ — $ 784,170

Other investments (i)

Other investments (i)(ii)

2,481 8,962 — 11,443

6 unchanged sentences

Derivative liabilities — — 40 40

(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.

(i) As of September 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.

(ii) As of September 30, 2025, the fair value of the Company’s warrants in High Tide is estimated using a Black-Scholes model with key inputs including share price and volatility of High Tide common shares, the risk-free rate and the remaining term of the High Tide Warrant.

See Note 4 “ Investments ” for further information.

There were no transfers between fair value categories during the periods presented.

4 unchanged sentences

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

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

Three months ended September 30, 2024

Nine months ended September 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.

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

Three months ended September 30, Nine months ended September 30,

2025 2024 2025 2024

Related party – purchases of products and services $ 475 $ 410 $ 837 $ 1,346

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

The Company had outstanding accounts payable related to the agreement of $ 234 and $ 149 as of September 30, 2025 and December 31, 2024, respectively.

Cronos Group Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(In thousands of U.S.

dollars, except share amounts) Table of Contents

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 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.

During the three and nine months ended September 30, 2025, the Company incurred $ 436 and $ 1,007 , respectively, of expense under this agreement.

During both the three and nine months ended September 30, 2024, the Company incurred $ 220 of expense under this agreement.

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

(d) Dividend to Non-controlling Interest

1 unchanged sentence

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.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(In thousands of U.S.

dollars, except share amounts) Table of Contents

Subsequent Events

(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