Cronos Group Inc.

CanAdelaar Acquisition

On December 9, 2025, we entered into a definitive share sale and purchase agreement to acquire all of the issued and outstanding shares of CanAdelaar B.V. (“CanAdelaar”), one of ten licensed cannabis producers in the Dutch Controlled Cannabis Supply Chain Experiment. Closing of the proposed acquisition is subject to certain closing conditions, including obtaining required regulatory clearances in the Netherlands, receipt of confirmations relating to CanAdelaar’s licenses and Bibob review (a background check conducted by Dutch authorities), the accuracy of representations and warranties, and the absence of certain regulatory orders.

Cronos GrowCo Expansion

The expansion of the facility at Cronos Growing Company Inc. (“Cronos GrowCo”) is complete and sales from the expansion commenced in Fall 2025. Under the terms of our amended and restated supply agreement with Cronos GrowCo (the “Cronos GrowCo Supply Agreement”), Cronos has the option to purchase up to 70% of the total production from the expanded facility. Cronos GrowCo sells the remaining portion of its supply through the wholesale channel in Canada and across markets internationally. The Company believes this additional supply will fuel growth internationally and within the domestic Canadian market and the wholesale market in

2026. As with any cultivation expansion, it typically takes time to fully optimize the new facility.

U.S. Federal Cannabis Rescheduling

In December 2025, President Trump issued an executive order (the “Executive Order”) directing the U.S. Attorney General to expedite the completion of the administrative process to reschedule marijuana from Schedule I to Schedule III under the U.S. Controlled Substances Act (the “CSA”). The Executive Order followed the U.S. Department of Health and Human Services’ August 2023 recommendation to reschedule marijuana and the DEA’s May 2024 notice of proposed rulemaking agreeing with that recommendation. Prior to the Executive Order, the rescheduling process had experienced procedural delays, including a hearing before a DEA administrative law judge and subsequent developments that slowed progress on the rulemaking.

The Executive Order does not itself change the legal status of marijuana under U.S. federal law. Any rescheduling would require the completion of the DEA’s administrative rulemaking process and could be subject to further procedural steps and legal challenges.

The Company continues to monitor developments related to U.S. federal cannabis policy, including the DEA’s rulemaking process and related legislative and regulatory activity, and will evaluate any potential implications for its business as additional information becomes available.

Sale of Cronos Fermentation Facility

In September 2025, we entered into a purchase and sale agreement to sell our fermentation and manufacturing facility in Winnipeg, Manitoba (the “Cronos Fermentation Facility”) for a purchase price of CAD $4.0 million, subject to customary adjustments. The sale, which closed on November 15, 2025, included the land, buildings and related chattels associated with the facility.

Termination of Ginkgo Collaboration Agreement

On December 15, 2025, Cronos and Ginkgo Bioworks Holdings, Inc. (“Ginkgo”) mutually terminated their collaboration and license agreement (the “Ginkgo Collaboration Agreement”). As a result of the termination, all rights and licenses granted to Cronos under the Ginkgo Collaboration Agreement, including licenses to Ginkgo intellectual property and collaboration strains, terminated as of that date, and neither party has any continuing obligations thereunder.

Ginkgo paid Cronos nominal consideration for the termination of the licenses to the Ginkgo intellectual property and the collaboration strains. No payments or equity issuances were required by Cronos in connection with the termination, and Cronos has no further rights or obligations with respect to any patent families previously associated with the collaboration. In connection with the termination, Cronos exited fermentation-based cannabinoid manufacturing and no longer operates facilities leveraging intellectual property under the Ginkgo Collaboration Agreement.

Spinach®

A key addition to our gummy portfolio in 2025 was 10mg THC Fully Blasted SOURZ by Spinach® gummies featuring rare cannabinoids, including Mango Lime with CBC, Peach Passionfruit with CBN and CBD and Strawberry Watermelon with CBG.

In the fourth quarter of 2025, SOURZ by Spinach® Fully Blasted gummies launched in new multipack formats. The SOURZ by Spinach® Fully Blasted Multipacks with liquid diamond-infused gummies are now available in five popular flavors.

In the first quarter of 2025, the brand introduced two new Spinach® 1g vapes, Cherry Crush and Cocoa Mintz, alongside new 1.2g cartridges, Mango Kiwi Haze CBC, Peach Passionfruit Kush CBN and Strawberry Watermelon OG CBG. These additions extend our popular SOURZ by Spinach® flavor profiles into the vape category.

In the third quarter of 2025, the brand launched the limited-edition Spinach® Sweet Green Apple 1g vape, to complement its corresponding SOURZ by Spinach® Carmel Green Apple seasonal offering.

PEACE NATURALS®

In 2025, new launches for the PEACE NATURALS® brand included strain‑specific oils and limited‑edition premium flower series, further strengthening the brand’s portfolio and patient appeal. In the third quarter of 2025, Cronos Israel introduced new PEACE NATURALS® strains ANML, OGC, and Do Si Do under a new premium limited-edition product series, and launched a limited-edition combo pack featuring Wedding CK and Blue Thai.

Internationally, PEACE NATURALS® expanded its global footprint significantly. In the second quarter of 2025, the brand entered the medical cannabis markets in Australia and Malta, followed by launching in Switzerland in the third quarter. By mid‑2025, the brand’s medical presence spanned seven key markets: Canada, Israel, Germany, the United Kingdom (the “UK”), Australia, Switzerland, and Malta.

LIT™

The LIT™ brand continued to gain momentum by launching in the German and UK medical markets in 2025. The goal of this value-driven brand is to capitalize on market trends, combining local insights with product development to build loyalty in emerging medical markets. Germany and the UK’s growth environments helped LIT™ gain visibility and traction as demand for affordable, high‑quality flower products increased across clinics and distributors.

Lord Jones®

In the first quarter of 2025, the brand launched a Lord Jones® Chocolate Fusions™ fudge brownie bite in Canada, which features a 1:1:1 ratio of CBN, CBD and THC.

The brand also expanded its presence in concentrates in Canada with the introduction of Lord Jones® Live Resin Caviar in the second quarter of 2025, reinforcing its positioning as a high‑quality, innovation‑driven brand.

2024 Compared to 2023

Results of Operations and Cash Flows

For a discussion of our 2024 results of operations and cash flows compared to 2023, see Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on Form 10-K for the year ended December 31, 2024.

Foreign currency exchange rates

All currency amounts in this Annual Report are stated in U.S. dollars, which is our reporting currency, unless otherwise noted. All references to “dollars” or “$” are to U.S. dollars. The assets and liabilities of our foreign operations are translated into dollars at the exchange rate in effect as of December 31, 2025 and December 31, 2024, as reported on Bloomberg. Transactions affecting the shareholders’ equity (deficit) are translated at historical foreign exchange rates. The consolidated statements of net income (loss) and comprehensive income (loss) and consolidated statements of cash flows of our foreign operations are translated into dollars by applying the average foreign exchange rate in effect for the years ended December 31, 2025, December 31, 2024, and December 31, 2023, as reported on Bloomberg.

The exchange rates used to translate from Canadian dollars (“C$”) to dollars are shown below:

The exchange rates used to translate from New Israeli Shekels (“ILS”) to dollars are shown below: