Cronos Group Inc.

Current report

Our acquisition of CanAdelaar exposes us to integration challenges and unresolved regulatory and environmental matters that could adversely affect its operations and the anticipated benefits of the acquisition.

Current report

On October 15, 2026, we completed the acquisition of CanAdelaar, a licensed cannabis producer participating in the Dutch Controlled Cannabis Supply Chain Experiment (the “Wietexperiment”). The integration of CanAdelaar’s operations, personnel, technology and compliance systems may require greater resources than anticipated, divert management attention and result in unanticipated costs or liabilities. We may not realize the anticipated benefits of the acquisition. The transaction’s contingent consideration arrangements may require additional cash payments based on CanAdelaar’s operating performance, reducing funds available for other purposes.

Current report

At closing, we waived the condition relating to the final, non-appealable decision from the Minister of Health, Welfare, and Sport concerning the Bibob review, a background check conducted by Dutch authorities, and related advice of the National Bibob Office, which remained outstanding. An adverse outcome, including revocation of CanAdelaar’s designation under the Wietexperiment or the imposition of additional conditions or restrictions, could affect CanAdelaar’s regulatory authorizations or ability to continue operating or otherwise could require CanAdelaar to make costly changes in the way it operates and could materially reduce the value of our investment.

Current report

CanAdelaar is also subject to a proposed penalty notice issued by DCMR Environmental Service Rijnmond relating to alleged odor nuisance, the amount of which was deducted from the estimated initial purchase price payable at closing, subject to adjustment based on any final penalty imposed. The final outcome remains uncertain, and the purchase-price adjustment may not fully protect us against related compliance costs, operational disruption, reputational impacts or other adverse consequences.

Current report

CanAdelaar operates under a newly established, experimental and highly regulated framework. Changes to applicable requirements, changes to consumer preferences or behavior in the market, difficulties maintaining compliance or modification, suspension or termination or non-extension of the Wietexperiment could disrupt operations, increase costs or prevent us from realizing the anticipated benefits of the acquisition. These matters, individually or together, could materially adversely affect our business, financial condition and results of operations.