What changed in this filing

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Item 1. Financial Statements

2026-05-11 compared with 2025-11-06 · 273 added, 591 removed, 552 unchanged (61% of the section changed)

Financial Statements

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)

Condensed Consolidated Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 202 5

Condensed Consolidated Statements of Net Income ( Loss ) and Comprehensive Income (Loss) for the three months ended March 31 , 2026 and 202 5 (Unaudited)

Condensed Consolidated Statements of Changes in Equity for the three months ended March 31, 2026 and 202 5 (Unaudited)

Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 202 6 and 2025 (Unaudited)

Notes to Condensed Consolidated Financial Statements (Unaudited)

3 unchanged sentences

dollars, except share amounts, unaudited)

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

As of March 31, 2026 As of December 31, 2025

Current assets

4 unchanged sentences

Other receivables 13,546 14,445

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

Current portion of loans receivable, net 128 —

Inventory, net 48,676 46,750

Prepaids and other current assets 4,974 8,344

Held-for-sale assets 2,873 8,112

Total current assets 927,876 944,086

Other investments 5,199 7,664

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

22,409 15,526

Non-current portion of loans receivable, net 20,803 20,847

Property, plant and equipment, net 142,102 145,865

9 unchanged sentences

Current portion of lease obligation 169 337

Derivative liabilities — 40

Total current liabilities 42,420 48,187

5 unchanged sentences

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

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

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

authorized for issue as of March 31, 2026 and December 31, 2025:

shares outstanding as of March 31, 2026 and December 31, 2025:

376,258,707 and 381,592,969 , respectively)

11 unchanged sentences

dollars, except share and per share amounts, unaudited)

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

2025 2024 2025 2024

Three months ended March 31,

Net revenue, before excise taxes $ 58,965 $ 41,898

11 unchanged sentences

Depreciation and amortization 425 496

Impairment loss on long-lived assets 36 14,376 36 16,350

Total operating expenses 20,986 17,806

2 unchanged sentences

Interest income, net 8,853 9,665

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

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 )

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

Foreign currency gain (loss) 19,785 ( 7,432 ) ( 18,170 ) 12,370

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

Foreign currency gain 13,699 1,583

Change in allowance for credit loss on non-operating loan ( 106 ) —

2 unchanged sentences

19,972 11,340

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 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 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)

Income before income taxes 18,139 7,268

Income tax provision (benefit) 2,428 ( 455 )

Net income 15,711 7,723

Net income attributable to non-controlling interest 1,959 1,601

Net income attributable to Cronos Group $ 13,752 $ 6,122

Comprehensive income (loss)

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

Other comprehensive income (loss)

Foreign exchange gain (loss) on translation ( 26,005 ) 12,408 31,141 ( 20,113 )

Net income $ 15,711 $ 7,723

Other comprehensive loss

Foreign exchange loss on translation ( 17,945 ) ( 3,082 )

Comprehensive income (loss) ( 2,234 ) 4,641

Comprehensive income (loss) attributable to non-controlling interests 1,629 ( 269 ) 6,484 ( 344 )

Comprehensive income attributable to non-controlling interests 1,090 1,443

Comprehensive income (loss) attributable to Cronos Group $ ( 3,324 ) $ 3,198

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 )

Net income per share

Basic net income per share attributable to Cronos Group $ 0.04 $ 0.02

Diluted net income per share attributable to Cronos Group $ 0.04 $ 0.02

See notes to condensed consolidated interim financial statements.

1 unchanged sentence

Condensed Consolidated Statements of Changes in Equity

For the nine months ended September 30, 2025 and 2024

For the three months ended March 31, 2026 and 2025

(In thousands of U.S.

3 unchanged sentences

Activities relating to share-based compensation 1,031,438 787 ( 968 ) — — ( 181 )

Share repurchases ( 6,365,700 ) ( 16,730 ) — — — ( 16,730 )

Net income — — 13,752 — 1,959 15,711

1 unchanged sentence

Balance as of March 31, 2026 376,258,707 $ 647,040 $ 460,540 $ ( 33,918 ) $ 50,152 $ 1,123,814

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

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

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

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

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

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

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

Balance as of December 31, 2024 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 )

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

Net income — — 6,122 — 1,601 7,723

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

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

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

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

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

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

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

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

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

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

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

Nine months ended September 30,

Three months ended March 31,

Operating activities

Net loss $ ( 2,438 ) $ ( 3,919 )

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

Net income $ 15,711 $ 7,723

Adjustments to reconcile net income to net cash used in operating activities:

Share-based compensation 1,313 2,088

Depreciation and amortization 3,727 2,840

Impairment loss on long-lived assets 36 16,350

Impairment loss on other investments — 25,650

(Gain) loss from investments

( 3,482 ) 4,103

Loss from investments 2,484 68

Changes in expected credit losses on long-term financial assets 107 9

Revaluation of equity method investment — ( 32,469 )

Revaluation of loan receivable — ( 11,804 )

Loss on held-for-sale assets

Inventory step-up recorded to cost of sales

Foreign currency (gain) loss

18,170 ( 12,370 )

Foreign currency gain ( 13,699 ) ( 1,583 )

Other non-cash operating activities, net 979 779

8 unchanged sentences

Accrued liabilities ( 5,139 ) ( 8,878 )

Net cash provided by operating activities

14,031 11,123

Net cash provided by (used in) operating activities 10,898 ( 2,096 )

Investing activities

1 unchanged sentence

Proceeds from short-term investments 40,000 —

Purchase of other investments ( 5,107 ) —

Cash acquired in business combinations

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

Proceeds from repayment on loans receivable 2,855 5,290

Purchase of property, plant and equipment, net of disposals ( 23,578 ) ( 8,868 )

Purchase of intangible assets, net of disposals ( 204 ) ( 578 )

Purchase of property, plant and equipment ( 1,875 ) ( 15,258 )

Purchase of intangible assets ( 96 ) ( 98 )

Net cash provided by (used in) investing activities

38,029 ( 55,356 )

Financing activities

Repurchases of common stock ( 16,730 ) —

Dividend paid to non-controlling interest

Withholding taxes paid on share-based awards ( 1,538 ) ( 2,930 )

17 unchanged sentences

(“Cronos” or the “Company”) is incorporated in the province of British Columbia under the Business Corporations Act (British Columbia) with principal executive offices at 4491 Concession Rd 12, Stayner, Ontario, L0M 1S0.

The Company’s common shares are listed on the Toronto Stock Exchange (“TSX”) and Nasdaq Global Market (“Nasdaq”) under the ticker symbol “CRON.”

Cronos is an innovative global cannabinoid company committed to building disruptive intellectual property by advancing cannabis research, technology and product development.

The Company’s common shares are currently listed on the Toronto Stock Exchange (“TSX”) and Nasdaq Global Market (“Nasdaq”) under the ticker symbol “CRON.”

Cronos is a global cannabis company focused on scaling leading consumer goods products through research and development and innovation.

With a passion to responsibly elevate the consumer experience, Cronos is building an iconic brand portfolio.

Cronos’ diverse international brand portfolio includes Spinach ® , PEACE NATURALS ® and Lord Jones ® .

Cronos’ diverse international brand portfolio includes Spinach ® , PEACE NATURALS ® , LIT ™ and Lord Jones ® .

(b) Basis of presentation

6 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 nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for any other reporting period.

Operating results for the three months ended March 31, 2026 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, 2025 (the “Annual Report”).

5 unchanged sentences

(d) Revenue recognition

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

Three months ended September 30,

The following table presents the Company’s revenue by major product category:

Three months ended March 31,

Cannabis flower $ 33,734 $ 23,344

1 unchanged sentence

Net revenue $ 45,210 $ 32,262

Nine months ended September 30,

Cannabis flower $ 74,731 $ 64,514

Cannabis extracts 26,932 22,580

Other 393 220

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

Three months ended March 31,

Canada $ 25,351 $ 20,130

Israel 14,151 9,229

Other countries 5,708 2,903

Net revenue $ 45,210 $ 32,262

3 unchanged sentences

dollars, except share amounts) Table of Contents

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

Three months ended September 30,

Canada $ 23,132 $ 24,067

Israel 11,353 7,259

Other countries 1,854 2,938

Net revenue $ 36,339 $ 34,264

Nine months ended September 30,

Canada $ 62,412 $ 62,781

Israel 29,958 20,565

Other countries 9,686 3,968

Net revenue $ 102,056 $ 87,314

(e) Short-term Investments

1 unchanged sentence

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

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

As of March 31, 2026 and December 31, 2025, the Company’s short-term investments of nil and $ 40,000 , respectively, were comprised of Guaranteed Investment Certificates held in Canada.

(f) Concentration of risk

1 unchanged sentence

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

The Company’s maximum exposure to this risk is equal to the carrying amount of these financial assets, which amounted to $ 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.

The Company’s maximum exposure to this risk is equal to the carrying amount of these financial assets, which amounted to $ 895,029 and $ 909,839 as of March 31, 2026 and December 31, 2025, 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 and current conditions.

Effective January 1, 2026, the Company elected the practical expedient under ASU 2025-05, which permits the assumption that current conditions as of the reporting date remain unchanged for the remaining life of the asset when developing the expected credit loss estimate for current accounts receivable and current contract assets arising from contracts with customers.

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 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.

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

As of March 31, 2026 and December 31, 2025, the Company had $ 12 and $ 9 , respectively, in expected credit losses that have been recognized on receivables from contracts with customers.

As of March 31, 2026, the Company assessed that there is a concentration of credit risk, as 21 % of the Company’s accounts receivable were due from one customer with an established credit history with the Company.

As of December 31, 2025, 16 % 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 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

During the three months ended March 31, 2026, the Company earned a total net revenue before excise taxes of $ 24,597 from two major customers, together accounting for 42 % of the Company’s total net revenue before excise taxes.

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

(g) Adoption of new accounting pronouncement

In July 2025, the Financial Accounting Standards Board issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”).

ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted.

Entities should apply the new guidance prospectively.

This ASU effectively simplifies the expected credit loss analysis on accounts receivable and contract assets.

Entities may now elect a practical expedient that assumes that current conditions as of the balance sheet date will not change for the remaining life of the asset when evaluating the likelihood of repayment.

The adoption of ASU 2025-05 did not have a material effect on the Company’s condensed consolidated financial statements.

Cronos Group Inc.

2 unchanged sentences

dollars, except share amounts) Table of Contents

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.

The Company does not expect the adoption of ASU 2023-09 to have a material impact on its consolidated financial statements.

(h) New accounting pronouncements not yet adopted

In November 2024, the Financial Accounting Standards Board issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) Segment Reporting (Topic 280):

12 unchanged sentences

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

Business Combination

Cronos Growing Company Inc.

(“Cronos GrowCo”) was formed under the Canada Business Corporations Act on June 14, 2018, with the objective of cultivating and commercializing cannabis and cannabis products.

Cronos GrowCo is licensed to sell certain cannabis products to other license holders in the wholesale channel, as well as to provincial cannabis control authorities.

Cronos GrowCo holds Global GAP and ICANN GAP certifications (equivalent to IMC-GAP) for the export of dried flower to Israel.

In the third quarter of 2024, the Company obtained majority control of the board of directors of Cronos GrowCo, which qualified as a business combination under ASC 805 Accounting for Business Combinations (the “Cronos GrowCo Transaction”).

Prior to the Cronos GrowCo Transaction, the Company’s investment in Cronos GrowCo consisted of an investment accounted for under the equity method and loans receivable from Cronos GrowCo.

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) 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.

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 .

The Company used the income approach to estimate both the fair value of the Company’s equity method investment in Cronos GrowCo and the fair value of the non-controlling interest in Cronos GrowCo.

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

Cronos Group Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(In thousands of U.S.

dollars, except share amounts) Table of Contents

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

The final allocation of the purchase price to the fair values of the assets acquired and liabilities assumed was:

Accounts receivable 2,437

Inventory 15,754

Prepaids and other current assets 795

Intangible assets 8,008

Goodwill 65,269

Property, plant and equipment 87,630

Accounts payable ( 2,913 )

Accrued liabilities ( 2,757 )

Deferred income tax liability ( 1,337 )

Total purchase price $ 178,879

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 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:

Fair value at date of Cronos GrowCo Transaction

Building and leasehold improvements 49,356

Machinery and equipment

Furniture and fixtures 580

Construction in progress 11,534

The following table presents details of the intangible assets acquired:

Fair value at date of acquisition

Amortization period (in years)

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.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(In thousands of U.S.

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.

In December 2025, the Financial Accounting Standards Board issued ASU 2025-11, Interim Reporting (Topic 270):

Improvements to Interim Disclosure Requirements.

The ASU clarifies and reorganizes existing interim reporting guidance to improve its operability and consistency, primarily by emphasizing that interim disclosures should focus on significant changes since the most recent annual reporting period.

The amendments do not change the recognition or measurement of amounts reported in the financial statements.

The guidance is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027.

The adoption of ASU 2025-11 is not expected to have a material impact on the Company’s consolidated financial statements.

Inventory, net

Inventory, net is comprised of the following items:

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

As of March 31, 2026 December 31, 2025

Raw materials $ 9,170 $ 8,762

3 unchanged sentences

Total $ 48,676 $ 46,750

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 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 September 30, 2024 Nine months ended September 30, 2024

Cronos GrowCo (i)

(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.

See Note 2 “ Business Combination ” for further information.

(b) Other investments

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

PharmaCann Option

On June 14, 2021, the Company purchased an option (the “PharmaCann Option”) to acquire 473,787 shares of Class A Common Stock of PharmaCann, Inc.

(“PharmaCann”), a vertically integrated cannabis company in the United States, at an exercise price of $ 0.0001 per share, representing approximately 10.5 % of PharmaCann’s issued and outstanding capital stock on a fully diluted basis as of the date of the PharmaCann Option, for an aggregate purchase price of approximately $ 110,392 .

The PharmaCann Option is classified as an investment in an equity security without a readily determinable fair value.

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 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 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.

The fair value was estimated using the market approach.

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

As a result of 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 :

(i) any transferee of any part of the PharmaCann Option must comply with and commit to comply with all regulations issued by a governmental entity applicable to such transferee in all material respects;

(ii) any transferee of any part of the PharmaCann Option must agree to be bound by the terms of the Option Purchase Agreement, dated as of June 14, 2021 (the “Option Purchase Agreement”), as a “Purchaser” thereunder;

(iii) the Company may not split and/or transfer the PharmaCann Option, in the aggregate, to more than four persons (with certain exceptions);

(iv) no transferee may be a Prohibited Assignee (as defined in the Option Purchase Agreement);

and (v) subject to certain exceptions, in the event that the Company (or a Permitted Transferee of the whole PharmaCann Option) transfers less than all of the PharmaCann Option to any third party that is not a Permitted Transferee, certain governance and information rights terminate immediately, unless waived by the PharmaCann board of directors in its sole and absolute discretion.

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.

As a result of the transaction by which we obtained majority control of the board of directors of Cronos GrowCo (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.

For the three months ended March 31, 2026 and 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).

As of both March 31, 2026 and December 31, 2025, none of the inventory step-up was remaining in the Company’s inventory on the condensed consolidated balance sheets.

Other investments

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

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

As of March 31, 2026, the Company’s ownership percentage in Vitura remained at approximately 8.3 % of its outstanding common shares.

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

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

Cronos Group Inc.

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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 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.

High Tide Warrant

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See Note 4 “ 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 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 Warrant Acquired

Unrealized gain (loss)

Impairment charges Foreign exchange effect As of September 30, 2025

The following tables summarize the Company’s other investments activity:

As of December 31, 2025 Unrealized loss Foreign exchange effect As of March 31, 2026

Vitura $ 2,253 $ ( 888 ) $ 82 $ 1,447

1 unchanged sentence

$ 7,664 $ ( 2,484 ) $ 19 $ 5,199

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

PharmaCann $ — $ — $ — $ — $ —

Vitura 3,168 ( 371 ) — 103 2,900

$ 3,168 $ ( 371 ) $ — $ 103 $ 2,900

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

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

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

Vitura $ 2,813 $ ( 68 ) $ 10 $ 2,755

$ 2,813 $ ( 68 ) $ 10 $ 2,755

Cronos Group Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(In thousands of U.S.

dollars, except share amounts) Table of Contents

Loans Receivable, net

Loans receivable, net consists of the following:

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

As of March 31, 2026 As of December 31, 2025

Current portion of Mucci Promissory Note accrued interest $ 128 $ —

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Mucci Promissory Note

11,237 13,464

Cannasoul Collaboration Loan 1,993 1,972

3 unchanged sentences

Total loans receivable, net $ 20,931 $ 20,847

Cronos GrowCo Credit Facility

On August 23, 2019, the Company, as lender, and Cronos GrowCo, as borrower, entered into a senior secured credit agreement for an aggregate principal amount of C$ 100,000 (the “GrowCo Credit Facility”).

The GrowCo Credit Facility is secured by substantially all present and after-acquired personal and real property of Cronos GrowCo.

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

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.

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.

Prior to July 1, 2024, only C$ 12,000 of the C$ 70,000 increased principal availability could be drawn, which Cronos GrowCo drew in full on June 20, 2024.

As a result of the Cronos GrowCo Transaction on July 1, 2024, the existing loans receivable under the GrowCo Credit Facility were remeasured at their fair value and effectively settled.

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

Mucci Promissory Note

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As a result, interest accrued on the Mucci Promissory Note between July 1, 2023 and July 1, 2024 was capitalized as part of the principal balance.

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

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.

As of July 1, 2024, interest accruing on the Mucci Promissory Note is required to be paid in cash beginning on July 1, 2025.

For both the three months ended March 31, 2026 and 2025, there were no repayments of principal or interest on the Mucci Promissory Note.

Cronos Group Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(In thousands of U.S.

dollars, except share amounts) Table of Contents

Cannasoul Collaboration Loan

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

Cronos Group Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(In thousands of U.S.

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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.

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

As of both March 31, 2026 and December 31, 2025, CLS has received ILS 8,297 (approximately $ 2,639 and $ 2,604 , 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.

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

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The loan receivable was recorded at a fair value as of the transaction date of C$ 18,591 ($ 13,359 ) 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.

For the three months ended March 31, 2026, High Tide paid $ 212 in interest.

As of March 31, 2026, the High Tide loan receivable included an unamortized discount of $ 7,373 and an expected credit loss of $ 4,951 as presented in the tables below.

Credit Quality Indicators

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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.

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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 September 30, 2025

Expected credit loss allowances on the Company’s long-term financial assets for the three months ended March 31, 2026 and 2025 were comprised of the following items:

As of December 31, 2025 Increase (i)

Foreign exchange effect As of March 31, 2026

Mucci Promissory Note $ 59 $ 1 $ ( 1 ) $ 59

3 unchanged sentences

$ 5,614 $ 112 $ ( 71 ) $ 5,655

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

Foreign exchange effect As of September 30, 2024

GrowCo Credit Facility (i)

$ 11,838 $ ( 11,804 ) $ ( 34 ) $ —

Mucci Promissory Note 90 1 1 92

Cannasoul Collaboration Loan 506 4 10 520

$ 12,434 $ ( 11,799 ) $ ( 23 ) $ 612

As of December 31, 2023

Increase (decrease) (iii)

Foreign exchange effect As of September 30, 2024

GrowCo Credit Facility (i)

$ 11,176 $ ( 10,794 ) $ ( 382 ) $ —

As of December 31, 2024 Increase (ii)

Foreign exchange effect As of March 31, 2025

Mucci Promissory Note 88 5 — 93

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$ 623 $ 9 $ ( 10 ) $ 622

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

See Note 2 “ Business Combination ” for further information.

(ii) During the three 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.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(In thousands of U.S.

dollars, except share amounts) Table of Contents

(i) During the three months ended March 31, 2026, $ 6 was recorded as an increase to general and administrative expenses on the condensed consolidated statements of net income (loss) and comprehensive income (loss) as a result of adjustments to our expected credit losses.

During the three months ended March 31, 2026, $ 106 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.

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

Property, Plant and Equipment, net

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

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

As of March 31, 2026 As of December 31, 2025

Land $ 7,183 $ 7,245

3 unchanged sentences

Construction in progress 363 1,062

Total Cost 294,266 295,326

accumulated depreciation ( 45,297 ) ( 42,639 )

1 unchanged sentence

Property, Plant and Equipment, net $ 142,102 $ 145,865

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 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 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.

For the three months ended March 31, 2026, depreciation expense on property, plant and equipment was $ 3,097 .

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

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.

As of March 31, 2026 and December 31, 2025, the Company had $ 465 and $ 760 , respectively, of unpaid purchases of property, plant and equipment accrued in accounts payable on the condensed consolidated balance sheets.

Cronos Group Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(In thousands of U.S.

dollars, except share amounts) Table of Contents

Goodwill and Intangible Assets, net

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

As of September 30, 2025

Goodwill is comprised of the following items as of March 31, 2026 and December 31, 2025:

As of March 31, 2026

Cost Accumulated Impairment Charges Net

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$ 66,478 $ — $ 66,478

Cronos Group Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

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(b) Intangible assets, net

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

Intangible assets, net are comprised of the following items as of March 31, 2026 and December 31, 2025:

As of March 31, 2026

Cost Accumulated amortization Accumulated impairment charges Net

1 unchanged sentence

Health Canada licenses 8,054 ( 1,725 ) ( 6,329 ) —

Ginkgo exclusive licenses 26,947 ( 5,494 ) ( 21,453 ) —

Israeli codes (i)

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Health Canada licenses 8,182 ( 1,710 ) ( 6,472 ) —

Ginkgo exclusive licenses 26,139 ( 5,329 ) ( 20,810 ) —

Israeli codes (i)

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(ii) Know-how was acquired as part of the Cronos GrowCo Transaction.

See Note 2 “ Business Combination ” for further information.

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

As of 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

Thereafter 3,716

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

Cronos Group Inc.

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As of March 31, 2026, the estimated future amortization of definite-lived intangible assets is as follows:

As of March 31, 2026

Remainder of 2026 (9 months) $ 1,163

Thereafter 2,908

Restructuring

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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.

In the third quarter of 2023, the Board approved revisions to the Realignment to wind-down operations at the Company’s Winnipeg, Manitoba facility (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.

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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.

These actions include leadership transitions, consolidation of certain roles, and assessment of, and investment in, critical IT infrastructure.

These actions included leadership transitions, consolidation of certain roles, and assessment of, and investment in, critical IT infrastructure.

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

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 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.

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

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

During the 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.

During the three months ended March 31, 2026, the Company incurred $ 484 of restructuring costs in connection with the Realignment.

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

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

Cronos Group Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(In thousands of U.S.

dollars, except share amounts) Table of Contents

The following tables summarize the Company’s restructuring activity for the three and 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

Other Restructuring Costs 108 212 ( 163 ) 157

Total $ 212 $ 212 $ ( 163 ) $ 261

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

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

Other Restructuring Costs — 915 ( 758 ) 157

Total $ — $ 1,535 $ ( 1,274 ) $ 261

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

The following tables summarize the Company’s restructuring activity for the three months ended March 31, 2026 and three months ended March 31, 2025:

Accrual as of December 31, 2025 Expenses Payments/Write-offs Accrual as of March 31, 2026

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

1 unchanged sentence

Total $ 315 $ 484 $ ( 563 ) $ 236

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

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

Employee Termination Benefits $ — $ 257 $ — $ 257

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(a) Share-based award plans

The Company has granted stock options, restricted share units (“RSUs”) and deferred share units (“DSUs”) to employees and non-employee directors under the 2018 Stock Option Plan dated June 28, 2018 (the “2018 Stock Option Plan”), the 2020 Omnibus Equity Incentive Plan dated March 29, 2020 (the “2020 Omnibus Plan”) and the DSU Plan dated August 10, 2019 (the “DSU Plan”).

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, 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

The Company has granted stock options, restricted share units (“RSUs”) and deferred share units (“DSUs”) to employees and non-employee directors under the 2020 Omnibus Equity Incentive Plan dated March 29, 2020 (the “2020 Omnibus Plan”) and the DSU Plan dated August 10, 2019 (the “DSU Plan”).

The following table summarizes the total share-based compensation expense associated with the Company’s stock options, RSUs and DSUs for the three months ended March 31, 2026 and 2025:

Three months ended March 31,

Stock options $ 18 $ 74

1 unchanged sentence

Total share-based compensation $ 1,313 $ 2,088

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.

Share-based compensation for the three months ended March 31, 2026 included a gain of $ 43 associated with the Company’s DSUs.

For the three months ended March 31, 2025, a gain of $ 117 was included in revaluation of financial instruments in the Company’s condensed consolidated statements of net income (loss) and comprehensive income (loss), related to the revaluation of DSUs.

(b) Stock options

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The typical vesting for stock option grants made under the 2020 Omnibus Plan is annual vesting over three to five years with a maximum term of ten years .

The typical vesting for stock option grants made under the 2018 Stock Option Plan is quarterly vesting over three to five years with a maximum term of seven years .

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

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

The 2020 Omnibus Plan does not authorize grants of options with an exercise price below fair market value.

The following is a summary of the changes in stock options for the three months ended March 31, 2026 and 2025:

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

1 unchanged sentence

Balance as of December 31, 2025 $ 5.68 588,317 2.48

Cancellation, forfeiture and expiry of options

14.70 ( 15,000 )

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

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

Balance as of March 31, 2026 $ 5.68 588,317 2.24

Exercisable as of March 31, 2026 $ 5.92 541,237 2.09

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

19.05 ( 1,385,937 )

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

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

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

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

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

The following table summarizes stock options outstanding:

As of March 31, 2026 As of December 31, 2025

2020 Omnibus Plan 588,317 588,317

Total stock options outstanding 588,317 588,317

Cronos Group Inc.

2 unchanged sentences

dollars, except share amounts) Table of Contents

The following table summarizes stock options outstanding:

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

2020 Omnibus Plan 702,264 702,264

2018 Stock Option Plan — 15,000

Total stock options outstanding 702,264 717,264

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

The following is a summary of the changes in RSUs for the three months ended March 31, 2026 and 2025:

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

3 unchanged sentences

Vested and issued 2.66 ( 1,635,895 )

Cancellation and forfeitures 2.32 ( 618,020 )

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

Balance as of March 31, 2026 $ 3.05 5,256,580

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

4 unchanged sentences

Cancellation and forfeitures 3.47 ( 134,999 )

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.

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

(i) RSUs granted in the period vest annually in equal installments over a three-year period from the grant date.

All RSUs are subject to such holder’s continued employment through each vesting date.

The vesting of such RSUs is not subject to the achievement of any performance criteria.

1 unchanged sentence

(d) Deferred share units

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

The following is a summary of the changes in DSUs for the three months ended March 31, 2026 and 2025:

Financial liability Number of DSUs

Balance as of December 31, 2025 $ 1,993 758,499

Granting and vesting of DSUs 450 198,238

Loss on revaluation 519 —

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

Gain on revaluation ( 43 ) —

Foreign exchange effect

Balance as of March 31, 2026 $ 1,919 758,499

Financial liability Number of DSUs

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

Granting and vesting of DSUs 450 193,965

DSU liabilities settled ( 359 ) ( 155,383 )

Loss on revaluation 59 —

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

Gain on revaluation ( 117 ) —

Foreign exchange effect

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

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 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 .

During the three months ended March 31, 2026, the Company repurchased 6,365,700 common shares for $ 16,730 , inclusive of commissions and excise taxes.

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

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

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

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

The Company funded the repurchases using available cash resources.

Cronos Group Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(In thousands of U.S.

dollars, except share amounts) Table of Contents

Subsequent to March 31, 2026, the Board authorized a new share repurchase program intended to succeed the Company’s existing share repurchase program.

See Note 15, “ Subsequent Events .”

Commitments and Contingencies

4 unchanged sentences

Many of these legal proceedings are in the early stages of litigation and seek damages that are unspecified or not quantified.

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.

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 consolidated financial condition but could be material to its results of operations for any particular reporting period depending, in part, on its results for that period.

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

2 unchanged sentences

The court consolidated the cases, and the consolidated amended complaint alleges violations of Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5, promulgated thereunder, against all defendants, and Section 20(a) of the Exchange Act against the individual defendants.

The consolidated amended complaint generally alleges that certain of the Company’s prior public statements about revenue and internal controls were incorrect based on the Company’s disclosures relating to the Audit Committee of the Board’s review of the appropriateness of revenue recognized in connection with certain bulk resin purchases and sales of products through the wholesale channel.

The consolidated amended complaint generally alleges that certain of the Company’s prior public statements about revenue and internal controls were incorrect based on the Company’s disclosures relating to the Audit Committee of the Board of Directors’ review of the appropriateness of revenue recognized in connection with certain bulk resin purchases and sales of products through the wholesale channel.

The consolidated amended complaint does not quantify a damage request.

2 unchanged sentences

On December 1, 2023, the shareholder plaintiffs sought reconsideration of the dismissal, requesting that the court instead dismiss the action without prejudice and permit the plaintiffs to seek leave to further amend the complaint.

On December 3, 2024, the Court issued an opinion and order granting the plaintiffs’ motion for reconsideration, and on January 10, 2025, the plaintiffs filed a second amended class action complaint.

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.

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

On December 3, 2024, the court issued an opinion and order granting the plaintiffs’ motion for reconsideration, and on January 10, 2025, the plaintiffs filed a second amended class action complaint, which the defendants moved to dismiss.

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

On December 2, 2025, the plaintiffs moved for preliminary approval of the proposed settlement.

The proposed settlement includes a payment of $ 10 million to be distributed, after fees and expenses, to members of the settlement class and a release by class members of their claims, including in the New York and Ontario actions, based on shares acquired on the Nasdaq or any other public U.S.

market for trading stocks during the class period.

The release would apply to claims relating to shares acquired on the Nasdaq or any other public U.S.

market during the class period but would not resolve claims of persons who acquired shares on the TSX.

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

One of the shareholder plaintiffs in the Ontario action has informed the court that he intends to oppose approval of the settlement.

Cronos Group Inc.

4 unchanged sentences

The Amended Statement of Claim named (i) the Company, (ii) its Chief Executive Officer, (iii) former Chief Financial Officer, (iv) former Chief Financial Officer and Chief Commercial Officer, and (v) current and former members of the Board as defendants and alleged breaches of the Ontario Securities Act, oppression under the Ontario Business Corporations Act and common law misrepresentation.

The Amended Statement of Claim generally alleged that certain of the Company’s prior public statements about revenue and internal controls were misrepresentations based on the Company’s March 2, 2020 disclosure that the Audit Committee of the Board was conducting a review of the appropriateness of revenue recognized in connection with certain bulk resin purchases and sales of products through the wholesale channel, and the Company’s subsequent restatement.

The Amended Statement of Claim generally alleged that certain of the Company’s prior public statements about revenue and internal controls were misrepresentations based on the Company’s March 2, 2020 disclosure that the Audit Committee of the Board of Directors was conducting a review of the appropriateness of revenue recognized in connection with certain bulk resin purchases and sales of products through the wholesale channel, and the Company’s subsequent restatement.

The Amended Statement of Claim did not quantify a damage request.

1 unchanged sentence

The plaintiff appealed the Court’s dismissal of the motions only with respect to the Company, the Chief Executive Officer, and the now former Chief Financial Officer;

the remaining defendants were dismissed from the matter with prejudice and the Company and all individual defendants agreed not to seek costs from plaintiff in connection with the dismissal of the motions.

the remaining defendants were dismissed from the matter with prejudice and the Company and all individual defendants agreed not to seek costs from the plaintiff in connection with the dismissal of the motions.

On September 26, 2022, the Court of Appeal for Ontario reversed the Superior Court’s dismissal of the leave and certification motions, granted the plaintiff leave to proceed to bring a claim for misrepresentation under the Ontario Securities Act, and remitted the certification motion back to the Superior Court.

33 unchanged sentences

On December 12, 2024, the Minister of Economy announced a conflict of interest and recused himself from the evaluation of whether to impose a duty.

On April 10, 2025, notwithstanding the previous recusal, the Minister of Economy approved a duty of up to 165% on imports of cannabis from Canada, including the Company’s imports.

On April 25, 2025, the Minister of Finance released a memorandum opposing the imposition of the duty, which acted as a veto of the Minister of Economy’s approval.

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

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

On April 10, 2025, notwithstanding the previous recusal, the Minister of Finance released a memorandum opposing the imposition of the duty, which acted as a veto of the Minister of Economy’s approval.

On April 29, 2025, the Ministry of Justice issued a memorandum sustaining the Minister of Finance’s veto.

A provisional duty is not being imposed at this time.

The Company cannot predict further proceedings or determinations of the Ministers of Economy or Finance, or the Finance Committee of the Knesset and cannot predict whether a duty will ultimately be imposed on its products.

The Company cannot predict further proceedings or determinations of the Ministers of Economy or Finance, or the Finance Committee or the Knesset and cannot predict whether a duty will ultimately be imposed on its products.

On July 25, 2024, a group of cannabis cultivators filed an administrative petition in the District Court of Jerusalem, Israel, against the Trade Levies Commissioner and certain Israeli and Canadian businesses.

5 unchanged sentences

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

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

On December 18, 2025, the court dismissed the administrative petition.

The deadline for petitioners to appeal was February 16, 2026.

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

10 unchanged sentences

Adjusted EBITDA is defined as earnings before interest, tax, depreciation, and non-cash items and items that do not reflect management’s assessment of ongoing business performance.

The CODM believes Adjusted EBITDA provides the most useful insight into underlying business trends and results and provides a more meaningful comparison of period-over-period results.

The CODM believes Adjusted EBITDA provides useful insight into underlying business trends and results and facilitates comparison of period-over-period results.

In addition, certain significant expenses are regularly reviewed by the CODM and considered for business decisions and allocation of resources;

3 unchanged sentences

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

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

2025 2024 2025 2024

Three months ended March 31,

Adjusted EBITDA $ 5,079 $ 2,289

2 unchanged sentences

Research and development 1,413 793

General and administrative

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

General and administrative, excluding transaction costs 10,777 9,269

Share-based compensation 1,313 2,088

2 unchanged sentences

Restructuring costs 484 555

Impairment loss on long-lived assets 36 14,376 36 16,350

Transaction costs

Total operating expense $ 20,986 $ 17,806

3 unchanged sentences

dollars, except share amounts) Table of Contents

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

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

GAAP to Adjusted EBITDA for the periods indicated:

Three months ended September 30, 2025

Three months ended March 31, 2026

Net income $ 15,711

Interest income, net ( 8,853 )

Income tax benefit ( 1,316 )

Income tax provision 2,428

Depreciation and amortization 3,727

EBITDA 13,013

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)

Loss on revaluation of financial instruments (i)

Foreign currency transaction gain ( 13,699 )

Transaction costs (ii)

Other, net (iii)

Restructuring costs (iv)

Share-based compensation (v)

Restatement litigation costs (vi)

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

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

Adjusted EBITDA $ 5,079

Three months ended September 30, 2024

Three months ended March 31, 2025

Net income $ 7,723

2 unchanged sentences

Depreciation and amortization 2,840

EBITDA ( 4,277 )

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 )

Cronos Group Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(In thousands of U.S.

dollars, except share amounts) Table of Contents

Nine months ended September 30, 2025

Net loss $ ( 2,438 )

Interest income, net ( 30,404 )

Income tax benefit ( 2,296 )

Depreciation and amortization 10,574

EBITDA ( 24,564 )

Impairment loss on long-lived assets (i)

Gain on revaluation of financial instruments (iv)

Foreign currency loss 18,170

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

Nine months ended September 30, 2024

Net loss $ ( 3,919 )

Interest income, net ( 40,156 )

Income tax benefit ( 5,440 )

Depreciation and amortization 6,811

EBITDA ( 42,704 )

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

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)

Impairment loss on other investments (v)

Foreign currency gain ( 12,370 )

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)

Gain on revaluation of financial instruments (i)

Foreign currency transaction gain ( 1,583 )

Transaction costs (ii)

Other, net (iii)

Restructuring costs (iv)

Share-based compensation (v)

Restatement litigation costs (vi)

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

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

Adjusted EBITDA $ 2,289

(i) For the three months ended March 31, 2026, the loss on revaluation of financial instruments was driven by a loss related to the Company’s High Tide Warrant and the Company’s equity securities in Vitura.

For the three months ended March 31, 2025, the gain on revaluation of financial instruments related primarily to the revaluation of the Company’s DSU liability, partially offset by a loss on the Company’s equity securities in Vitura.

(ii) For the three months ended March 31, 2026, transaction costs represented fees related to the pending acquisition of CanAdelaar B.V.

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

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

(iii) For the three months ended March 31, 2026, other, net related to rental income.

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

Cronos Group Inc.

2 unchanged sentences

dollars, except share amounts) Table of Contents

(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 .”

(iv) For the three months ended March 31, 2026 and 2025, restructuring costs related to employee-related severance costs and IT infrastructure and finance transformation costs associated with the Realignment, as described in Note 7 “ Restructuring .”

(v) For the three months ended March 31, 2026, share-based compensation related to the expenses of share-based compensation awarded to employees and DSUs issued to our Board of Directors, each under the Company’s share-based award plans, as described in Note 8 “ Share-based Compensation.

” For the three months ended March 31, 2025, share-based compensation related to the expenses of share-based compensation awarded to employees under the Company’s share-based award plans, as described in Note 8 “ Share-based Compensation.

(vi) For the three months ended March 31, 2026 and 2025, restatement litigation costs included legal costs incurred defending shareholder class action complaints brought against the Company as a result of the 2019 restatement.

(vii) For the three months ended March 31, 2026 and 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.

(viii) For the three months ended March 31, 2026, change in allowance for credit loss on non-operating loan represents the allowance recognized on the High Tide loan receivable, as described in Note 4, “Loans Receivable, net.”

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

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

Three months ended September 30,

Cannabis flower $ 26,362 26,328

Cannabis extracts 9,964 7,789

Net revenue $ 36,339 $ 34,264

Nine months ended September 30,

Three months ended March 31,

Cannabis flower $ 33,734 $ 23,344

Cannabis extracts 11,457 8,608

Other 393 220

Net revenue $ 45,210 $ 32,262

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 September 30,

Canada $ 23,132 $ 24,067

Israel 11,353 7,259

Other countries 1,854 2,938

Net revenue $ 36,339 $ 34,264

Nine months ended September 30,

Three months ended March 31,

Canada $ 25,351 $ 20,130

3 unchanged sentences

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

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

As of March 31, 2026 As of December 31, 2025

Total cash and cash equivalents and short-term investments $ 821,856 $ 831,794

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

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

As of March 31, 2026 As of December 31, 2025

Canada $ 125,776 $ 129,352

2 unchanged sentences

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

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

As of March 31, 2026 As of December 31, 2025

Canada $ 8,219 $ 8,551

1 unchanged sentence

Total $ 8,549 $ 8,890

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.

For additions to our property, plant and equipment, net and intangibles, net for the three months ended March 31, 2026 and March 31, 2025, please see Note 5 “ Property, Plant and Equipment, net ” and the condensed consolidated statements of cash flows.

Cronos Group Inc.

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dollars, except share amounts) Table of Contents

Income (Loss) per Share

Income 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

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

Three months ended March 31,

Basic income per share computation

Net income attributable to the shareholders of Cronos Group $ 13,752 $ 6,122

Weighted-average number of common shares outstanding for computation for basic income per share 379,374,109 382,958,797

Basic income per share $ 0.04 $ 0.02

Diluted income per share computation

Net income attributable to the shareholders of Cronos Group $ 13,752 $ 6,122

Weighted-average number of common shares outstanding used in the computation of basic income per share 379,374,109 382,958,797

Dilutive effect of stock options 4,223 —

Dilutive effect of RSUs 2,310,041 3,823,127

Dilutive effect of Top-up Rights – market price 110,915 181,761

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 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.

Weighted-average number of common shares for computation of diluted income from continuing operations per share 381,799,288 386,963,685

Diluted income per share $ 0.04 $ 0.02

For the three months ended March 31, 2026 and 2025, total securities of 1,288,578 and 18,273,597 , 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:

September 30, 2025

March 31, 2026

Level 1 Level 2 Level 3 Total

2 unchanged sentences

1,447 3,752 — 5,199

Derivative liabilities — — — —

December 31, 2025

1 unchanged sentence

Cash and cash equivalents $ 791,794 $ — $ — $ 791,794

Other investments (i)

Other investments (i)(ii)

2,253 5,411 — 7,664

Derivative liabilities — — 40 40

(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.

(i) As of March 31, 2026 and December 31, 2025, 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 3 “ 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.

(ii) As of March 31, 2026 and December 31, 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 3 “ Investments ” for further information.

1 unchanged sentence

Related Party Transactions

(a) Cronos GrowCo

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

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

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

Three months ended September 30, 2024

Nine months ended September 30, 2024

Cronos GrowCo – purchases

(b) Vendor Agreement

(a) Vendor Agreement

In November 2022, the Company entered into an agreement with an external vendor whereby the vendor would provide certain manufacturing services to the Company.

1 unchanged sentence

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

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

2025 2024 2025 2024

In April 2026, subsequent to the period end, this vendor restructured its management team and, as a result, the vendor no longer meets the definition of a related party to the Company.

Three months ended March 31,

Related party – purchases of products and services $ 557 $ 189

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

The Company had outstanding accounts payable related to the agreement of $ 248 and $ 208 as of March 31, 2026 and December 31, 2025, respectively.

(b) Consulting Agreement

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

During the three months ended March 31, 2026 and 2025, the Company incurred $ 437 and $ 209 of expense under this agreement.

As of both March 31, 2026 and December 31, 2025, the Company had no outstanding payables related to this agreement.

Cronos Group Inc.

2 unchanged sentences

dollars, except share amounts) Table of Contents

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

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

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

Subsequent Events

Share Repurchase Authorization

On May 8, 2026, the Board unanimously authorized a share repurchase program of up to $ 50,000 , which is intended to succeed the Company’s existing share repurchase program upon its scheduled expiration on May 13, 2026.

The share repurchase program is expected to commence on May 14, 2026, and terminate on May 13, 2027, unless earlier terminated.

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

published markets, privately negotiated transactions or otherwise.

Open market repurchases will be limited to 5 % of the number of common shares outstanding as of the applicable measurement time, the maximum amount permitted by applicable Canadian securities laws.

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

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

The Company intends to fund repurchases using available cash resources.

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

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

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

Pending Acquisition

On December 9, 2025, the Company entered into a definitive share sale and purchase agreement (the “SPA”) to acquire all of the issued and outstanding shares of CanAdelaar, one of ten licensed cannabis producers participating in the Dutch Controlled Cannabis Supply Chain Experiment.

On May 8, 2026, the Company entered into an amendment to the SPA pursuant to which the parties agreed to extend the Long Stop Date (as defined in the SPA) for closing of the acquisition from June 9, 2026 to September 9, 2026.

The extension provides additional time to satisfy certain closing conditions, including obtaining required regulatory clearances in the Netherlands, receipt of confirmations relating to CanAdelaar’s licenses and completion of the Bibob review (a background check conducted by Dutch authorities).

No other material changes were made to the terms of the transaction.

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