Cronos Group Inc.
For the period ended Dec 31, 2025. Filed Feb 26, 2026.
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FY2025 · Filed Feb 26, 2026
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Item 9B. Other Information
Rule 10b5-1 Trading Plans
Securities Trading Plans of Directors and Executive Officers
During the year ended December 31, 2025, no directors or executive officers informed us of theadoption, modification ortermination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K.
Certain of our officers or directors have made, and may from time to time make, elections to have shares withheld to cover withholding taxes or pay the exercise price of options, which may be designed to satisfy the affirmative defense conditions of Rule 10b5-1 under the Exchange Act or may constitute non-Rule 10b5-1 trading arrangements (as defined in Item 408 of Regulation S-K).
Amendment to Executive Employment Agreement
On February 25, 2026, Cronos USA Client Services LLC entered into a First Amendment (the “Gorenstein Amendment”) to the Amended and Restated Executive Employment Agreement (the “Gorenstein Agreement”) with Michael Gorenstein, the Company’s President and Chief Executive Officer.
Pursuant to the Gorenstein Amendment, Mr. Gorenstein’s annual long-term incentive target opportunity was increased to not less than $2,325,000 (based on the grant date fair value of such awards) beginning in the 2026 fiscal year grant cycle (the “Annual LTI Opportunity”).
The Gorenstein Amendment also provides that if, within one year following a Change of Control (as defined in the 2020 Omnibus Plan), Mr. Gorenstein’s employment is terminated by the Company without Just Cause (as defined in the Gorenstein Agreement) or he resigns for Good Reason (as defined in the Gorenstein Agreement), in each case subject to his execution and non-revocation of a release of claims, he will be entitled to receive a lump sum payment equal to the sum of (i) two times the sum of his base salary and target bonus and (ii) his Annual LTI Opportunity, payable within 60 days following termination.
Except as amended, the Gorenstein Agreement remains in full force and effect.
A copy of the Gorenstein Amendment is filed as an exhibit to this Annual Report.
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