STOCK TITAN

Cresco Labs (CRLBF) swings to Q2 profit after $26.7M tax benefit

(Neutral)
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Cresco Labs Inc., a vertically integrated U.S. cannabis operator, reported Q2 2026 revenues of $173,341 thousand, with wholesale contributing $52,230 thousand and dispensary sales $121,111 thousand. Gross profit was $86,947 thousand and income from operations $13,361 thousand. Net income attributable to Cresco Labs was $16,796 thousand, or $0.04 diluted earnings per share; for the first half of 2026, net income attributable to Cresco Labs was $3,724 thousand.

At June 30, 2026, total assets were $1,263,320 thousand and total liabilities $999,970 thousand, leaving shareholders’ equity of $263,350 thousand. Cash and cash equivalents declined to $32,872 thousand from $57,902 thousand at year-end, while net cash provided by operating activities for the first half of 2026 was $9,794 thousand versus $39,294 thousand a year earlier. Total borrowings and interest payable were $446,909 thousand, including a $325,000 thousand Senior Secured Term Loan and a $50,000 thousand Revolving Credit Facility with $1,411 thousand drawn.

The company continued to expand its retail footprint, completing business combinations and an asset acquisition involving dispensaries with total consideration of $65,393 thousand and recording $13,813 thousand of additional goodwill and higher license values. Following an order placing qualifying cannabis products into Schedule III under the Controlled Substances Act and related changes to Internal Revenue Code Section 280E, Cresco Labs recorded a $26,700 thousand net tax benefit in Q2 2026, contributing to positive net income despite a pre-tax loss. As of August 6, 2026, Cresco Labs operated 89 dispensaries (including retail partners) and 13 cultivation and production facilities across eight U.S. states.

Positive

  • Cresco Labs recognized a $26.7 million net tax benefit in Q2 2026 from changes related to cannabis rescheduling and Internal Revenue Code Section 280E, which reduced income tax expense and supported a shift from pre-tax loss to positive net income.
  • First-half 2026 net income attributable to Cresco Labs improved to $3.7 million from a prior-year loss, while Q2 2026 earnings per diluted share reached $0.04, indicating restored profitability at the consolidated level.
  • Strategic retail expansion continued with dispensary business combinations and an asset acquisition totaling $65.4 million of consideration, adding $13.8 million in goodwill and new licenses that increase the company’s retail footprint and revenue base.

Negative

  • Net cash provided by operating activities fell to $9.8 million in the first half of 2026 from $39.3 million a year earlier, while cash and cash equivalents declined to $32.9 million, reducing near-term liquidity despite access to revolving credit.
  • Total borrowings and interest payable reached $446.9 million with net interest expense of $30.0 million in the first half of 2026, reflecting a significant ongoing debt service burden relative to operating income.
  • First-half 2026 revenues of $324.7 million were slightly below the prior-year period, and income from operations declined to $24.5 million, showing that profitability improvements are currently driven more by tax effects than by core operating expansion.
Q2 2026 Revenue 173,341 (thousands of dollars) Revenues, net for the three months ended June 30, 2026
H1 2026 Revenue 324,666 (thousands of dollars) Revenues, net for the six months ended June 30, 2026
Q2 2026 Net income attributable to Cresco Labs Inc. 16,796 (thousands of dollars) Net income attributable to Cresco Labs Inc. for the three months ended June 30, 2026
Diluted EPS Q2 2026 0.04 (dollars per share) Diluted income per share attributable to Cresco Labs Inc. shareholders for Q2 2026
Cash and cash equivalents 32,872 (thousands of dollars) Cash and cash equivalents as of June 30, 2026
Total borrowings and interest payable 446,909 (thousands of dollars) Total borrowings and interest payable as of June 30, 2026
Net cash provided by operating activities H1 2026 9,794 (thousands of dollars) Net cash provided by operating activities for the six months ended June 30, 2026
Net tax benefit Q2 2026 26,700 (thousands of dollars) Net tax benefit recorded during the three months ended June 30, 2026 related to Schedule III and IRC Section 280E changes
Variable Interest Entities financial
"See Note 14 “Variable Interest Entities” for amounts related to variable interest entities."
A variable interest entity (VIE) is a business that a company controls through contracts or special arrangements instead of owning a majority of its shares, like steering a puppet without holding its ticket. Investors care because these arrangements can hide who really bears the financial risks and rewards, affect how assets and liabilities appear on financial statements, and create extra legal or enforcement uncertainty that can change the value and risk of an investment.
Redeemable Units financial
"Redeemable units of Cresco Labs, LLC (“Redeemable Units”)"
Tax receivable agreement liability financial
"Tax receivable agreement liability | 66,118"
A tax receivable agreement liability is the recorded future obligation a company expects to pay under an agreement that shares tax savings generated after a corporate transaction. Think of it like promising to split a refund with a former owner: the company recognizes a future bill on its books that reduces cash available to shareholders and can affect valuation and debt capacity. Investors watch it because it represents a real, sometimes sizable, cash outflow tied to tax benefits realized over time.
Uncertain tax position liability financial
"Uncertain tax position liability | 194,733"
Internal Revenue Code Section 280E financial
"operations are not subject to IRC Section 280E."
Schedule III under the Controlled Substances Act regulatory
"order placing FDA-approved cannabis products ... into Schedule III under the Controlled Substances Act."

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

How did Cresco Labs (CRLBF) perform financially in Q2 2026?

Cresco Labs generated $173,341 thousand in Q2 2026 revenue and net income attributable to the company of $16,796 thousand, or $0.04 diluted EPS. Gross profit was $86,947 thousand on cost of goods sold of $86,394 thousand.

What drove Cresco Labs’ Q2 2026 profitability despite a pre-tax loss?

The company reported a pre-tax loss of $3,596 thousand but an income tax benefit of $18,966 thousand, including a $26.7 million net tax benefit tied to cannabis rescheduling and Section 280E changes, resulting in net income of $15,370 thousand.

What was Cresco Labs’ revenue mix between wholesale and retail in 2026?

For Q2 2026, Cresco Labs reported $52,230 thousand in wholesale revenue and $121,111 thousand in dispensary revenue. For the first half of 2026, wholesale revenue was $101,012 thousand and dispensary revenue $223,654 thousand.

How leveraged is Cresco Labs (CRLBF) as of June 30, 2026?

Total borrowings and interest payable were $446,909 thousand, including a $325,000 thousand Senior Secured Term Loan, $19,955 thousand of mortgage loans, $89,402 thousand of financing liabilities, and $3,500 thousand of unsecured promissory notes.

What is Cresco Labs’ liquidity position and cash flow trend in 2026?

Cash and cash equivalents were $32,872 thousand and restricted cash $31,242 thousand at June 30, 2026. Net cash provided by operating activities for the first half of 2026 was $9,794 thousand, compared with $39,294 thousand in the prior-year period.

How is cannabis rescheduling affecting Cresco Labs’ tax position?

Following an April 2026 order placing qualifying cannabis products into Schedule III and limiting IRC Section 280E primarily to adult-use activities, Cresco Labs recorded a $26.7 million tax benefit in Q2 2026 and is reassessing its federal and state tax positions.

How large is Cresco Labs’ operating footprint as of August 2026?

As of August 6, 2026, Cresco Labs operated 89 dispensaries, including 15 retail partner locations it supports operationally, and 13 cultivation and production facilities across eight U.S. states with legal medical or adult-use cannabis markets.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
FORM 6-K

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
Under the Securities Exchange Act of 1934
For the month of August, 2026
000-56241
(Commission File Number)
Cresco Labs Inc.
(Exact name of Registrant as specified in its charter)
600 W. Fulton Street, Suite 800
Chicago, IL 60661

(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☐    Form 40-F ☒



Exhibit Index
Exhibit No.Description
99.1
Unaudited Condensed Interim Consolidated Financial Statements for the three and six months ended June 30, 2026 and 2025
99.2
Management Discussion and Analysis of Financial Condition and Results of Operations for the three and six months ended June 30, 2026 and 2025
99.3
News Release dated August 6, 2026




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CRESCO LABS INC.
Date: August 6, 2026
By:/s/ Charles Bachtell
Charles Bachtell
Chief Executive Officer




Exhibit 99.1

        















CRESCO LABS INC.
UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS OF AND FOR THE THREE AND SIX MONTHS ENDED
JUNE 30, 2026 AND 2025
(Expressed in United States Dollars)




CRESCO LABS INC.
INDEX TO UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

Unaudited Condensed Interim Consolidated Financial Statements:
Balance Sheets as of June 30, 2026 and December 31, 2025
2
Statements of Operations and Comprehensive Income (Loss) for the three and six months ended June 30, 2026 and June 30, 2025
3
Statements of Changes in Shareholders’ Equity for the three and six months ended June 30, 2026 and June 30, 2025
4
Statements of Cash Flows for the six months ended June 30, 2026 and June 30, 2025
6
Notes to the Unaudited Condensed Interim Consolidated Financial Statements:
Note 1. Nature of Operations
7
Note 2. Summary of Significant Accounting Policies
7
Note 3. Inventory
12
Note 4. Property and Equipment
12
Note 5. Intangible Assets and Goodwill
13
Note 6. Share Capital
15
Note 7. Earnings (Loss) Per Share
17
Note 8. Business Combinations and Asset Acquisitions
18
Note 9. Long-term Notes and Loans Payable, Net
21
Note 10. Disaggregation of Revenue
23
Note 11. Related Party Transactions
23
Note 12. Commitments and Contingencies
24
Note 13. Financial Instruments and Financial Risk Management
25
Note 14. Variable Interest Entities
29
Note 15. Segment Information
29
Note 16. Interest Expense, Net
30
Note 17. Provision for Income Taxes and Deferred Income Taxes
31
1


Cresco Labs Inc.
Unaudited Condensed Interim Consolidated Balance Sheets
As of June 30, 2026 and December 31, 2025
(In thousands of United States Dollars, except share amounts)
June 30, 2026December 31, 2025
ASSETS(audited)
Current assets:
Cash and cash equivalents1
$32,872 $57,902 
Restricted cash31,242 33,184 
Accounts receivable, net39,884 37,887 
Inventory, net111,172 98,666 
Prepaid expenses14,954 11,725 
Other current assets15,530 19,909 
Total current assets245,654 259,273 
Non-current assets:
Property and equipment, net1
326,887 327,192 
Right-of-use assets - operating, net1
93,003 86,773 
Right-of-use assets - finance, net11,776 12,947 
Intangible assets, net1
321,039 275,342 
Goodwill221,985 208,173 
Deferred tax asset28,081 13,501 
Other non-current assets14,895 14,099 
Total non-current assets1,017,666 938,027 
TOTAL ASSETS$1,263,320 $1,197,300 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable$16,310 $16,540 
Accrued liabilities54,184 58,017 
Short-term borrowings, net
11,324 10,784 
Current portion of operating lease liabilities11,686 9,793 
Current portion of finance lease liabilities2,769 2,480 
Deferred and contingent consideration, short-term41,429 2,566 
Total current liabilities137,702 100,180 
Non-current liabilities:
Long-term notes and loans payable, net1
419,556 417,095 
Operating lease liabilities1
129,864 125,743 
Finance lease liabilities16,819 18,269 
Deferred tax liability18,971 33,619 
Deferred and contingent consideration, long-term15,207 5,815 
Tax receivable agreement liability66,118 71,603 
Uncertain tax position liability194,733 171,474 
Other long-term liabilities1,000 1,000 
Total non-current liabilities862,268 844,618 
TOTAL LIABILITIES$999,970 $944,798 
COMMITMENTS AND CONTINGENCIES (Note 12)
SHAREHOLDERS’ EQUITY
Super Voting Shares, no par value; Unlimited shares authorized; 500,000 shares issued and outstanding at June 30, 2026 and December 31, 2025
Subordinate Voting Shares, no par value; Unlimited shares authorized; 355,588,670 and 343,232,815 issued and outstanding at June 30, 2026 and December 31, 2025, respectively
Proportionate Voting Shares2, no par value; Unlimited shares authorized; 16,258,482 and 16,298,484 issued and outstanding at June 30, 2026 and December 31, 2025, respectively
Special Subordinate Voting Shares3, no par value; Unlimited shares authorized; 1,589 shares issued and outstanding at June 30, 2026 and December 31, 2025
Share capital1,737,426 1,722,277 
Additional paid-in-capital122,302 120,047 
Accumulated other comprehensive loss(2,057)(1,631)
Accumulated deficit(1,498,977)(1,500,244)
Equity of Cresco Labs Inc.358,694 340,449 
Non-controlling interests(95,344)(87,947)
TOTAL SHAREHOLDERS’ EQUITY263,350 252,502 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY$1,263,320 $1,197,300 
1See Note 14 “Variable Interest Entities” for amounts related to variable interest entities.
2Proportionate Voting Shares (“PVS”) presented on an “as-converted” basis to Subordinate Voting Shares (“SVS”) (1-to-200)
3Special Subordinate Voting Shares (“SSVS”) presented on an “as-converted” basis to SVS (1-to-0.00001)

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
2


Cresco Labs Inc.
Unaudited Condensed Interim Consolidated Statements of Operations and Comprehensive Income (Loss)
For the Three and Six Months Ended June 30, 2026 and 2025
(In thousands of United States Dollars, except share and per share amounts)

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Revenues, net$173,341 $163,624 $324,666 $329,381 
Cost of goods sold86,394 80,368 162,270 167,494 
Gross profit86,947 83,256 162,396 161,887 
Operating expenses:
Selling, general, and administrative73,586 57,850 137,861 122,892 
Impairment loss— 9,265 — 9,265 
Total operating expenses73,586 67,115 137,861 132,157 
Income from operations13,361 16,141 24,535 29,730 
Other expense, net:
Interest expense, net(15,105)(13,022)(30,032)(27,876)
Other expense, net(1,852)(376)(893)(29)
Total other expense, net(16,957)(13,398)(30,925)(27,905)
(Loss) income before income taxes(3,596)2,743 (6,390)1,825 
Income tax benefit (expense)
18,966 (16,636)4,746 (30,952)
Net income (loss)$15,370 $(13,893)$(1,644)$(29,127)
Net (loss) income attributable to non-controlling interests, net of tax(1,426)2,441 (5,368)1,639 
Net income (loss) attributable to Cresco Labs Inc.$16,796 $(16,334)$3,724 $(30,766)
Net income (loss) per share - attributable to Cresco Labs Inc. shareholders:
Basic income (loss) per share$0.05 $(0.05)$0.01 $(0.09)
Diluted income (loss) per share$0.04 $(0.05)$0.01 $(0.09)
Weighted-average shares used in computing net income (loss) per share:
Basic weighted-average shares outstanding370,810,325 354,294,665 367,569,889 352,280,164 
Diluted weighted-average shares outstanding472,323,911 354,294,665 469,318,996 352,280,164 
Comprehensive income (loss):
Net income (loss)$15,370 $(13,893)$(1,644)$(29,127)
Foreign currency translation differences, net of tax(226)630 (426)642 
Total comprehensive income (loss) for the period15,144 (13,263)(2,070)(28,485)
Comprehensive (loss) income attributable to non-controlling interests, net of tax(1,426)2,441 (5,368)1,639 
Total comprehensive income (loss) attributable to Cresco Labs Inc.$16,570 $(15,704)$3,298 $(30,124)

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.

3


Cresco Labs Inc.
Unaudited Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity
For the Three and Six Months Ended June 30, 2026 and 2025
(In thousands of United States Dollars)

Share capitalAdditional paid-in capitalAccumulated other comprehensive loss, net of taxAccumulated deficitNon-controlling interestsTotal
Balance as of April 1, 2026$1,736,107 $117,524 $(1,831)$(1,515,773)$(91,816)$244,211 
Exercise of stock options(1)— — — 1
Issuance of vested restricted stock units141 (141)— — — 
Share-based compensation— 3,736 — — — 3,736
Equity issuances related to business combinations1,154 — — — — 1,154
Net change in tax distribution accrual— 1,184 — — — 1,184
Tax distributions to non-controlling interest holders— — — — (1,461)(1,461)
Excess cash distributions to non-controlling interest holders— — — — (640)(640)
Non-controlling interests, net change in capital22 — — — — 22
Foreign currency translation— — (226)— — (226)
Net income (loss)— — — 16,796 (1,427)15,369
Ending balance as of June 30, 2026$1,737,426 $122,302 $(2,057)$(1,498,977)$(95,344)$263,350 
Balance as of January 1, 2026$1,722,277 $120,047 $(1,631)$(1,500,244)$(87,947)$252,502 
Exercise of stock options(3)— — — 
Issuance of vested restricted stock units6,445 (6,445)— — — — 
Share-based compensation— 9,134 — — — 9,134 
Employee taxes withheld on certain share-based payment arrangements(1)(1,682)— — — (1,683)
Payable pursuant to tax receivable agreements— — — — 
Equity issuances95 — — — — 95 
Equity issuances related to business combinations7,139 — — — — 7,139 
Net change in tax distribution accrual— 1,251 — — — 1,251 
Tax distributions to non-controlling interest holders— — — — (1,886)(1,886)
Excess cash distributions to non-controlling interest holders— — — — (1,239)(1,239)
Non-controlling interests, net change in capital100 — — — — 100 
Cresco LLC shares redeemed1,360 — — (2,457)1,097 — 
Foreign currency translation— — (426)— — (426)
Net income (loss)— — — 3,724 (5,369)(1,645)
Ending balance as of June 30, 2026$1,737,426 $122,302 $(2,057)$(1,498,977)$(95,344)$263,350 
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
4


Cresco Labs Inc.
Unaudited Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity
For the Three and Six Months Ended June 30, 2026 and 2025
(In thousands of United States Dollars)
Share capitalAdditional paid-in capitalAccumulated other comprehensive (loss) income, net of taxAccumulated deficitNon-controlling interestsTotal
Balance as of April 1, 2025$1,714,279 $119,126 $(2,220)$(1,369,238)$(86,378)$375,569 
Issuance of vested restricted stock units75 (75)— — — 
Share-based compensation— 2,397 — — — 2,397
Employee taxes withheld on certain share-based payment arrangements(2)(688)— — — (690)
Payable pursuant to tax receivable agreements39 — — — — 39
Equity issued related to settlement of acquisition related contingent consideration500 — — — — 500
Equity issuances for consulting services20 — — — — 20
Net change in tax distribution accrual— (1,418)— — — (1,418)
Tax distributions to non-controlling interest holders— — — — (832)(832)
Excess cash distributions to non-controlling interest holders— — — — (1,410)(1,410)
Cresco LLC shares redeemed1,730 — — (4,347)2,617 
Foreign currency translation— — 630 — — 630
Net (loss) income— — — (16,334)2,441 (13,893)
Ending balance as of June 30, 2025$1,716,641 $119,342 $(1,590)$(1,389,919)$(83,562)$360,912 
Balance as of January 1, 2025$1,706,822 $122,750 $(2,232)$(1,352,486)$(86,678)$388,176 
Issuance of vested restricted stock units6,006 (6,006)— — — — 
Share-based compensation— 4,932 — — — 4,932 
Employee taxes withheld on certain share-based payment arrangements(2)(688)— — — (690)
Payable pursuant to tax receivable agreements12 — — — — 12 
Equity issued related to settlement of acquisition related contingent consideration500 — — — — 500 
Equity issuances for consulting services396 — — — — 396 
Net change in tax distribution accrual— (1,646)— — — (1,646)
Tax distributions to non-controlling interest holders— — — — (873)(873)
Excess cash distributions to non-controlling interest holders— — — — (1,410)(1,410)
Cresco LLC shares redeemed2,907 — — (6,667)3,760 — 
Foreign currency translation— — 642 — — 642 
Net (loss) income— — — (30,766)1,639 (29,127)
Ending balance as of June 30, 2025$1,716,641 $119,342 $(1,590)$(1,389,919)$(83,562)$360,912 
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
5


Cresco Labs Inc.
Unaudited Condensed Interim Consolidated Statements of Cash Flows
For the Six Months Ended June 30, 2026 and 2025
(In thousands of United States Dollars)

Six Months Ended June 30,
20262025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss$(1,644)$(29,127)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization 24,871 25,096 
Amortization of operating lease assets3,854 3,641 
Provision for doubtful accounts for expected credit losses
77 (803)
Share-based compensation expense9,028 5,269 
Changes in fair value of deferred and contingent considerations709 — 
Loss on inventory write-offs1,219 1,380 
Change in deferred taxes(29,519)(141)
Accretion of discount and deferred financing costs on debt arrangements1,333 2,896 
Foreign currency loss (gain) (417)639 
Loss on disposals of property and equipment1,932 827 
Impairment loss— 9,265 
Other noncash adjustments
161 192 
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable(4,235)12,441 
Inventory(5,112)(9,796)
Prepaid expenses and other assets(937)(5,334)
Accounts payable and accrued liabilities(7,980)3,306 
Operating lease liabilities(5,728)(4,902)
Income taxes payable22,182 24,445 
NET CASH PROVIDED BY OPERATING ACTIVITIES9,794 39,294 
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment(16,926)(18,942)
Purchase of intangibles(3,975)(1,389)
Proceeds from tenant improvement allowances— 501 
Payment of acquisition consideration, net of cash acquired (3,464)(1,750)
Proceeds from other investing activities
693 242 
NET CASH USED IN INVESTING ACTIVITIES(23,672)(21,338)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Revolving Credit Facility1,411 — 
Proceeds of acquisition-related deferred consideration(738)— 
Tax distribution payments in accordance with the tax receivable agreement(6,237)(4,251)
Tax distributions to non-controlling interest redeemable unit holders and other members(1,461)(873)
Excess cash distributions to non-controlling interest redeemable unit holders and other members(1,239)(1,410)
Payment of debt issuance costs(2,001)(171)
Principal payments on finance lease obligations(2,804)(2,282)
Payments for other financing activities
(16)(212)
NET CASH USED IN FINANCING ACTIVITIES(13,085)(9,199)
Effect of exchange rate changes on cash and cash equivalents(7)— 
Net (decrease) increase in cash and cash equivalents(26,970)8,757 
Cash and cash equivalents and restricted cash, beginning of period94,335 144,255 
Cash and cash equivalents, end of period32,872 146,609 
Restricted cash, end of period31,242 3,152 
Restricted cash included in other non-current assets, end of period3,251 3,251 
Cash and cash equivalents and restricted cash, end of period$67,365 $153,012 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
CASH PAID DURING THE PERIOD FOR:
Income tax, net$2,591 $6,551 
Interest29,529 25,290 
NON-CASH INVESTING AND FINANCING TRANSACTIONS:
Issuance of shares under business combinations and acquisitions$7,139 $500 
Deferred consideration for acquisitions
39,791 — 
Non-controlling interests redeemed for equity1,097 3,761 
Increase to net lease liability10,356 910 
Liability incurred to purchase property, equipment and intangibles1,747 1,232 
Overpaid declared distributions to non-controlling interest redeemable unit holders(12,128)(16,588)
Receivable related to financing lease transactions— 612 
Liability incurred in accordance with tax receivable agreement71,631 79,122 
Other non-cash transactions
123 575 
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
6



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2026 and 2025


NOTE 1. NATURE OF OPERATIONS
Cresco Labs Inc. (“Cresco Labs” or the “Company”), formerly known as Randsburg International Gold Corp. was incorporated in the Province of British Columbia under the Company Act on July 6, 1990. The Company is one of the largest vertically-integrated multi-state cannabis operators in the United States licensed to cultivate, manufacture, and sell retail and medical cannabis products primarily through Sunnyside*®, Cresco Labs’ national dispensary brand and third-party retail stores. Employing a consumer-packaged goods approach to cannabis, Cresco Labs’ house of brands is designed to meet the needs of all consumer segments and includes some of the most recognized and trusted national brands including Cresco®, High Supply®, Mindy’sTM, Good News®, RemediTM, Wonder Wellness Co.®, and FloraCal® Farms. As of June 30, 2026, the Company operates in Illinois, Pennsylvania, Ohio, New York, Massachusetts, Michigan, Florida, and Kentucky pursuant to applicable state and local laws and regulations.
The Company’s SVS are listed on the Canadian Securities Exchange under the ticker symbol “CL” and are quoted on the Over-the-Counter Market under the ticker symbol “CRLBF” and on the Frankfurt Stock Exchange under the symbol “6CQ.”
The Company’s corporate office is located at 600 W. Fulton Street, Suite 800, Chicago, IL 60661. The registered office is located at 666 Burrard Street, Suite 2500, Vancouver, BC V6C 2X8.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a)Basis of Preparation
The accompanying unaudited condensed interim consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to Accounting Standards Codification (“ASC”) 270 Interim Reporting. The financial data presented herein should be read in conjunction with the Company’s audited annual consolidated financial statements and accompanying notes as of and for the years ended December 31, 2025 and 2024 as filed on SEDAR+ and EDGAR. The Consolidated Balance Sheet for the year ended December 31, 2025 was derived from audited financial statements filed on SEDAR+ on March 5, 2026 and EDGAR on March 6, 2026. In the opinion of management, the unaudited financial data presented includes all adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods presented. Operating results for the three and six months ended June 30, 2026 are not necessarily indicative of results that may be expected for any other reporting period. These unaudited condensed interim consolidated financial statements include estimates and assumptions of management that affect the amounts reported. Actual results could differ from these estimates.
(b)Basis of Measurement
The accompanying unaudited condensed interim consolidated financial statements have been prepared on a going concern basis, under the historical cost convention, except for certain loans receivable, investments, and contingent considerations, which are recorded at fair value. Historical cost is generally based upon the fair value of the consideration given in exchange for assets acquired and the contractual obligation for liabilities incurred.
(c)Functional and Presentation Currency
The Company’s functional currency and that of the majority of its subsidiaries is the United States (“U.S.”) dollar. The Company’s reporting currency is the U.S. dollar (“USD”). Foreign currency denominated assets and liabilities are remeasured into the functional currency using period-end exchange rates. Gains and losses from foreign currency transactions are included in Other expense, net in the Unaudited Condensed Interim Consolidated Statements of Operations.
7



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2026 and 2025

Assets and liabilities of foreign operations having a functional currency other than USD (e.g., Canadian dollars) are translated at the rate of exchange prevailing at the reporting date; revenues and expenses are translated at the monthly average rate of exchange during the period. Gains or losses on translation of foreign subsidiaries and net investments in foreign operations are included in Foreign currency translation differences, net of tax in the Unaudited Condensed Interim Consolidated Statements of Comprehensive Loss and Accumulated other comprehensive loss on the Unaudited Condensed Interim Consolidated Balance Sheets.
(d)Basis of Consolidation
The unaudited condensed interim consolidated financial statements include the accounts of the Company and its subsidiaries with intercompany balances and transactions eliminated upon consolidation. Subsidiaries are those entities over which the Company has the power over the investee, is exposed, or has rights, to variable involvement with the investee; and has the ability to use its power to affect its returns. The following are Cresco Labs’ wholly-owned or controlled entities as of June 30, 2026:
EntityLocationPurposePercentage
Held
Cresco Labs Inc.British Columbia, CanadaParent Company
Cali-Antifragile Corp.CaliforniaHolding Company100%
River Distributing Co., LLCCaliforniaHolding Company100%
Cub City, LLCCaliforniaCultivation100%
CRHC Holdings Corp.Ontario, CanadaHolding Company100%
Cannroy Delaware Inc.DelawareHolding Company100%
Laurel Harvest Labs, LLCPennsylvaniaCultivation and Dispensary Facility100%
JDRC Mount Joy, LLCIllinoisHolding Company100%
JDRC Scranton, LLCIllinoisHolding Company100%
Bluma Wellness Inc.British Columbia, CanadaHolding Company100%
Cannabis Cures Investments, LLCFloridaHolding Company100%
3 Boys Farm, LLCFloridaCultivation, Production and Dispensary Facility100%
Farm to Fresh Holdings, LLCFloridaHolding Company100%
Cresco U.S. Corp.IllinoisHolding Company100%
Keystone Integrated Care, LLC PennsylvaniaDispensary100%
PharmaCann Penn LLCPennsylvaniaDispensary0%
Arizona Facilities Supply, LLCArizonaHolding Company100%
Cresco Labs Michigan Management, LLCMichiganHolding Company100%
MedMar Inc.IllinoisHolding Company100%
MedMar Lakeview, LLCIllinoisDispensary88%
MedMar Rockford, LLCIllinoisDispensary75%
Gloucester Street Capital, LLCNew YorkHolding Company100%
Valley Agriceuticals, LLCNew YorkCultivation, Production and Dispensary Facility100%
Valley Agriceuticals Real Estate New YorkHolding Company100%
JDRC Ellenville, LLCIllinoisHolding Company100%
CMA Holdings, LLCIllinoisHolding Company100%
BL Real Estate, LLCMassachusettsHolding Company100%
BL Pierce, LLCMassachusettsHolding Company100%
BL Uxbridge, LLCMassachusettsHolding Company100%
BL Main, LLCMassachusettsHolding Company100%
BL Burncoat, LLCMassachusettsHolding Company100%
BL Framingham, LLCMassachusettsHolding Company100%
BL Worcester, LLCMassachusettsHolding Company100%
Cultivate Licensing LLCMassachusettsHolding Company100%
Cultivate Worcester, Inc.MassachusettsDispensary100%
Cultivate Leicester, Inc.MassachusettsCultivation, Production and Dispensary Facility100%
Cultivate Framingham, Inc.MassachusettsDispensary100%
Cultivate Cultivation, LLCMassachusettsCultivation and Production Entity100%
High Road Holdings LLCDelawareHolding Company100%
SPS Management, LLCDelawareHolding Company100%
8



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2026 and 2025

EntityLocationPurposePercentage
Held
Strategic Capital and Management Services, LLC1
IllinoisDispensary0%
Altus Global, LLCDelawareHolding Company100%
Altus, LLCDelawareHolding Company100%
GoodNews Holdings, LLCIllinoisLicensing Company100%
Wonder Holdings, LLCIllinoisLicensing Company100%
JDRC Seed, LLCIllinoisEducational Company100%
CP Pennsylvania Holdings, LLCIllinoisHolding Company100%
Bay, LLCPennsylvaniaDispensary100%
Bay Asset Management, LLCPennsylvaniaHolding Company100%
Ridgeback, LLCColoradoHolding Company100%
Cresco Labs Texas, LLCTexasHolding Company100%
CL Kentucky HoldCo, LLCDelawareHolding Company100%
CL Kentucky Cultivation, LLCDelawareCultivation Entity100%
CL Kentucky Processing, LLCDelawareProduction Entity100%
CL Kentucky Dispensing, LLCDelawareDispensary100%
Cresco Labs, LLCIllinoisOperating Entity67%
IP CL, LLCDelawareHolding Company100%
Cresco Labs Ohio, LLCOhioCultivation, Production and Dispensary Facility99%
Cresco Labs Notes Issuer, LLCIllinoisHolding Company
Wellbeings, LLCDelawareCBD Wellness Product Development100%
Cresco Labs SLO, LLCCaliforniaHolding Company100%
SLO Cultivation Inc.CaliforniaHolding Company80%
Cresco Labs Joliet, LLCIllinoisCultivation and Production Facility100%
Cresco Labs Kankakee, LLCIllinoisCultivation and Production Facility100%
Cresco Labs Logan, LLCIllinoisCultivation and Production Facility100%
Cresco Labs PA, LLCIllinoisHolding Company100%
Cresco Yeltrah, LLCPennsylvaniaCultivation, Production and Dispensary Facility100%
Strip District Education CenterPennsylvaniaHolding Company100%
JDC Newark, LLCOhioHolding Company100%
Verdant Creations Newark, LLCOhioDispensary100%
Strategic Property Concepts, LLCOhioHolding Company100%
JDC Marion, LLCOhioHolding Company100%
Verdant Creations Marion, LLCOhioDispensary100%
Strategic Property Concepts 4, LLCOhioHolding Company100%
JDC Chillicothe, LLCOhioHolding Company100%
Verdant Creations Chillicothe, LLCOhioDispensary100%
Strategic Property Concepts 5, LLCOhioHolding Company100%
JDC Columbus, LLCOhioHolding Company100%
Care Med Associates, LLCOhioDispensary100%
PDI Medical III, LLCIllinoisDispensary100%
Phoenix Farms of Illinois, LLCIllinoisDispensary100%
FloraMedex, LLCIllinoisDispensary100%
Cresco Edibles, LLCIllinoisHolding Company100%
TSC Cresco, LLCIllinoisLicensing75%
Cresco HHH, LLCMassachusettsCultivation, Production and Dispensary Facility100%
Cresco Labs Missouri Management, LLCMissouriHolding Company100%
JDRC Acquisitions, LLCIllinoisHolding Company100%
JDRC 7841 Grand LLCIllinoisHolding Company100%
JDRC Lincoln, LLCIllinoisHolding Company100%
JDRC Danville, LLCIllinoisHolding Company100%
JDRC Kankakee, LLCIllinoisHolding Company100%
JDRC Brookville, LLCIllinoisHolding Company100%
Cresco Labs Michigan, LLC2
MichiganCultivation and Production Facility85%
1See Note 14 “Variable Interest Entities” for additional information.
2Legally, Cresco Labs Michigan, LLC is 42.5% owned by a related party within management of the Company.
9



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2026 and 2025


Cresco U.S. Corp., which is wholly owned by the Company, is the sole manager of Cresco Labs, LLC; Cresco Labs, LLC is the sole owner and manager of Cresco Labs Notes Issuer, LLC. Therefore, the Company controls Cresco Labs Notes Issuer, LLC and has consolidated its results into the unaudited condensed interim consolidated financial statements.
Non-controlling interests (“NCI”) represent ownership interests in consolidated subsidiaries by parties that are not shareholders of the Company. They are shown as a component of total equity in the Unaudited Condensed Interim Consolidated Balance Sheets, and the share of income attributable to NCI is shown as Net income attributable to non-controlling interests, net of tax in the Unaudited Condensed Interim Consolidated Statements of Operations and Comprehensive Loss. Changes in the parent company’s ownership that do not result in a loss of control are accounted for as equity transactions. See Note 6 “Share Capital” for additional information.

(e)Newly Adopted Accounting Pronouncements

In November 2025, the FASB issued ASU 2025-08, Financial Instruments - Credit Losses (Topic 326): Purchased Loans, which expands the population of acquired financial assets subject to the gross-up approach in Topic 326. This guidance is effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. The Company adopted this ASU for the fiscal year ended December 31, 2026 and already applies the gross-up approach, as such, this ASU will not impact the Company’s consolidated financial statements.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient to measure credit losses on accounts receivable and contract assets. This guidance is effective for annual periods beginning after December 15, 2025, including interim periods within those annual periods. Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance. The Company adopted this ASU for the fiscal year ended December 31, 2026 and does not expect a material impact to the consolidated financial statements. The Company has elected the practical expedient described in paragraphs 326-20-30-10C through 30-10D.
(f)Recently Issued Accounting Standards

In December 2025, the FASB issued ASU 2025-12, Codification Improvements, which addresses thirty-three issues that represent changes to the Codification that (1) clarify, (2) correct errors, or (3) make minor improvements. The amendments make the Codification easier to understand and apply. This guidance is effective for interim periods within annual reporting periods beginning after December 15, 2026. Early adoption is permitted. Upon adoption, the guidance can applied either prospectively or retrospectively. The Company is currently assessing the impact of this ASU on our consolidated financial statements.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which amends the navigability of the required interim disclosures and clarifying when that guidance is applicable. The amendments also provide additional guidance on what disclosures should be provided in interim reporting periods. This guidance is effective for interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. Upon adoption, the guidance can be applied either prospectively or retrospectively. The Company is currently assessing the impact of the disclosure requirements on our consolidated financial statements.
In May 2025, the FASB issued ASU 2025-03, Business Combination (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity (“VIE”), which provides clarifying guidance on determining the accounting acquirer in certain transactions involving VIEs. The update aims to improve consistency and comparability in financial reporting. This guidance is effective for annual periods beginning after December 15, 2026, including interim periods within those annual
10



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2026 and 2025

periods. Early adoption is permitted. Upon adoption, the guidance will be applied prospectively. The Company is currently assessing the impact of the disclosure requirements on our consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) — Disaggregation of Income Statement Expenses. In January 2025, the FASB issued ASU No. 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, which clarified the effective date for non-calendar year-end entities. ASU 2024-03 is intended to enhance transparency into the nature and function of expenses. ASU 2024-03 requires that on an annual and interim basis, entities disclose disaggregated operating expense information about specific categories, including purchases of inventory, employee compensation, depreciation, amortization, and depletion. This guidance is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Upon adoption, ASU 2024-03 should be applied on a prospective basis, while retrospective application is permitted. The Company is currently assessing the impact of the disclosure requirements on our consolidated financial statements.
In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the Securities and Exchange Commission’s (“SEC”) Disclosure Update and Simplification Initiative. The amendments in this update represent changes to clarify or improve disclosure and presentation requirements of a variety of topics in the ASC. The amendments should be applied on a prospective basis and allow users to more easily compare entities subject to SEC’s existing disclosure with those entities that were not previously subject to the SEC’s requirements. The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. The Company is currently assessing the impact of this ASU on our consolidated financial statements.
(g)Reclassifications

Certain immaterial prior period amounts were reclassified to conform to the current presentation. These reclassifications did not have a material impact on the Company’s unaudited condensed interim consolidated financial statements, except for the following:

(i)The Company reclassified changes in fair value related to our deferred and contingent considerations to other expense, net previously included in interest expense, net on the Unaudited Condensed Interim Consolidated Statements of Operations and Comprehensive Loss. The reclassification had no effect on Total other expense, net or net cash provided by operations.
11



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2026 and 2025


NOTE 3.     INVENTORY
Inventory as of June 30, 2026 and December 31, 2025, consisted of the following:
($ in thousands)June 30, 2026December 31, 2025
Raw materials$13,996 $12,875 
Raw materials - non-cannabis9,925 12,210 
Work-in-process50,019 42,551 
Finished goods35,497 29,574 
Finished goods - non-cannabis1,735 1,456 
Inventory, net$111,172 $98,666 
During the three months ended June 30, 2026 and 2025, the net impact to inventory reserve was an increase of $0.5 million for both periods. During the six months ended June 30, 2026 and 2025, the net impact to inventory reserve was an increase of $1.2 million and $1.4 million, respectively. The expense related to the change in inventory reserve is included in Cost of goods sold presented in the Unaudited Condensed Interim Consolidated Statements of Operations.

NOTE 4.     PROPERTY AND EQUIPMENT
Property and equipment as of June 30, 2026 and December 31, 2025 consisted of the following:
($ in thousands)June 30, 2026December 31, 2025
Land and Buildings$224,182 $213,171 
Machinery and Equipment42,367 42,905 
Furniture and Fixtures47,782 47,745 
Leasehold Improvements175,718 170,849 
Website, Computer Equipment and Software11,986 11,975 
Vehicles2,612 2,678 
Construction In Progress18,280 22,988 
Total property and equipment, gross522,927 512,311 
Less: Accumulated depreciation(196,040)(185,119)
Property and equipment, net$326,887 $327,192 
As of June 30, 2026 and December 31, 2025, costs related to unfinished construction at the Company’s facilities and dispensaries were capitalized in construction in progress and not depreciated. Depreciation will commence when construction is completed and the facilities and dispensaries are available for their intended use.
The following table reflects depreciation expense related to property and equipment for the three and six months ended June 30, 2026 and 2025:
Three Months Ended June 30,Six Months Ended June 30,
($ in thousands)2026202520262025
Depreciation expense included in cost of goods sold and ending inventory$6,239 $6,662 $12,729 $13,908 
Depreciation expense included in selling, general, and administrative expense3,531 3,322 6,802 6,843 
Total depreciation expense$9,770 $9,984 $19,531 $20,751 
12



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2026 and 2025

As of June 30, 2026 and December 31, 2025, ending inventory includes $10.0 million and $8.8 million of capitalized depreciation, respectively.
The following table reflects depreciation expense capitalized to cost of goods sold and depreciation expense capitalized to ending inventory for the three and six months ended June 30, 2026 and 2025:
Three Months Ended June 30,Six Months Ended June 30,
($ in thousands)2026202520262025
Capitalized expense included in cost of goods sold$5,066 $7,075 $11,541 $14,088 
Capitalized expense to inventory for prior periods4,047 5,924 7,043 8,016 
During the six months ended June 30, 2026, the Company disposed of $0.7 million of property and equipment no longer in use in various states resulting in $0.7 million in net losses on the disposal of those assets. In the same period, the Company sold $1.5 million of property and equipment in various states and recorded $1.3 million in net losses. These losses are recorded in Other expense, net in the Unaudited Condensed Interim Consolidated Statements of Operations.

During the six months ended June 30, 2025, the Company disposed of $0.9 million of property and equipment no longer in use in various states. The Company recorded a total $0.9 million net loss on the disposals of those assets. In the same period, the Company sold $0.1 million of property and equipment in various states and recorded a $0.1 million net gain. The gains and losses on disposals and sales are recorded in Other expense, net in the Unaudited Condensed Interim Consolidated Statements of Operations.

Additionally, during the second quarter of 2025, in connection with the approved sale of the Company’s Cub City and Sonoma’s Finest cultivation facilities, the Company recorded $0.3 million of impairment of property and equipment based on analysis of the fair value of those assets.

NOTE 5.     INTANGIBLE ASSETS AND GOODWILL
(a)Intangible Assets

Intangible assets consisted of the following as of June 30, 2026 and December 31, 2025:

June 30, 2026December 31, 2025
($ in thousands)Gross Carrying AmountAccumulated AmortizationNetGross Carrying AmountAccumulated AmortizationNet
Definite-Lived Intangible Assets:
Customer Relationships$38,399 $(22,928)$15,471 $30,600 $(19,150)$11,450 
Trade Names— — — 1,400 (1,400)— 
Permit Application Costs6,477 (2,536)3,941 4,488 (3,123)1,365 
Other Intangibles
— — — 4,917 (4,917)— 
Indefinite-Lived Intangible Assets:
Licenses301,627 — 301,627 262,527 — 262,527 
Total Intangible Assets$346,503 $(25,464)$321,039 $303,932 $(28,590)$275,342 
13



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2026 and 2025


During the six months ended June 30, 2026, the gross carrying amount of intangible assets increased by $42.6 million, primarily related to the Company’s dispensaries transactions completed in the first six months of 2026, see Note 8 “Business Combinations and Asset Acquisitions” for additional details. Additionally, during the three months ended June 30, 2026, the Company wrote-off certain intangible assets that no longer had projected future cash flows.

The following table reflects the amortization expense related to definite-lived intangible assets for the three and six months ended June 30, 2026 and 2025:
Three Months Ended June 30,Six Months Ended June 30,
($ in thousands)2026202520262025
Amortization expense included in cost of goods sold and ending inventory$774 $707 $1,535 $1,556 
Amortization expense included in selling, general, and administrative expense2,835 507 3,892 1,551 
Total amortization expense$3,609 $1,214 $5,427 $3,107 

As of June 30, 2026 and December 31, 2025, ending inventory included $0.4 million and $0.3 million of capitalized amortization, respectively.

The following table reflects amortization expense capitalized to cost of goods sold, that was previously capitalized to inventory, and amortization expense capitalized to ending inventory, related to prior periods, for the three and six months ended June 30, 2026 and 2025:
Three Months Ended June 30,Six Months Ended June 30,
($ in thousands)2026202520262025
Capitalized expense included in cost of goods sold$632 $695 $976 $1,432 
Capitalized expense to inventory for prior periods141 264 314 237 

The following table outlines the estimated amortization expense related to intangible assets for each of the next five years and thereafter:
($ in thousands)Estimated Amortization Expense
Remaining in 2026$7,474 
20276,957 
20283,343 
20291,638 
2030— 
Thereafter— 
Total estimated amortization expense$19,412 

(b)Goodwill

The changes in carrying amount of goodwill by segment are as follows for the six months ended June 30, 2026:

14



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2026 and 2025

($ in thousands)WholesaleRetailTotal
Balance at December 31, 2025
$57,555 $150,618 $208,173 
Additions— 13,813 13,813 
Measurement period adjustments— (1)(1)
Balance at June 30, 2026
$57,555 $164,430 $221,985 
(c)Impairment
The Company recorded no impairment of intangible assets during the six months ended June 30, 2026.
During the second quarter of 2025, in connection with the approved sale of the Company’s Cub City and Sonoma’s Finest cultivation facilities, the Company recorded $4.3 million of impairment of intangible assets based on analysis of the fair value of those assets.

NOTE 6.     SHARE CAPITAL
(a)     Authorized
The authorized share capital of the Company is outlined in the Company’s audited annual consolidated financial statements and accompanying notes as of and for the years ended December 31, 2025 and 2024, which were previously filed on SEDAR+ and EDGAR. There have been no changes in authorized share capital as of June 30, 2026.
15



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2026 and 2025

(b)     Issued and Outstanding Shares
As of June 30, 2026 and 2025, issued and outstanding capital consisted of the following:

(shares in thousands)
Redeemable
 Units1
SVS2
PVS3
MVS4
SSVS5
Beginning balance, January 1, 2026
85,299 343,233 16,298 500 
Stock options exercised— — — — 
RSUs6 issued
— 2,774 — — — 
Equity issuances related to business combinations7
— 7,200 — — — 
Cresco LLC redemptions(1,000)1,000 — — — 
PVS converted to SVS— 40 (40)— — 
Issuances related to employee taxes on certain share-based payment arrangements— 1,337 — — — 
Ending Balance, June 30, 202684,299355,58916,2585002
Beginning balance, January 1, 2025
92,057 331,490 17,107 500 
RSUs issued— 1,552 — — — 
Issuance of shares related to settlement of
acquisition contingent consideration
— 250 — — — 
Cresco LLC redemptions(3,756)3,756 — — — 
PVS converted to SVS— 180 (180)— — 
Issuances related to employee taxes on certain share-based payment arrangements— 733 — — — 
Issuance of shares for consulting services— 543 — — — 
Ending Balance, June 30, 202588,301 338,504 16,927 500 2 
1 Redeemable units of Cresco Labs, LLC (“Redeemable Units”)
2 SVS includes shares pending issuance or cancellation
3 PVS presented on an “as-converted” basis to SVS (1-to-200)
4 Super Voting Shares (“MVS”)
5 SSVS presented on an “as-converted” basis to SVS (1-to-0.00001)
6 Restricted stock units (“RSUs”)
7 See Note 8 “Business Combinations and Asset Acquisitions” for additional information
(c)     Distribution to NCI Holders
Tax distributions are based off the tax rate determined by the Company (which is currently the highest U.S. individual income tax rate) applied to taxable income generated from Cresco Labs, LLC, which is the Company’s most significant distribution, and attributable to the NCI members. The Company has other tax and non-tax distributions that are calculated in accordance with each relevant operating agreement.
As of June 30, 2026, the Company had an asset of $12.1 million for tax-related distributions to 2026 and 2025 unit holders of Cresco Labs, LLC and other minority interest holders. As of December 31, 2025, the Company had an asset of $11.3 million for tax-related distributions to the 2025 and 2024 unit holders of Cresco Labs, LLC and other minority interest holders.
During the second quarter of 2024, the Company recorded significant tax and tax-related items due to uncertain tax positions that its operations are not subject to IRC Section 280E. Due to this updated position, the Company determined it had overpaid tax distributions to 2025 and 2024 unit holders, and thus is currently in a net asset position.
In accordance with the underlying operating agreements, the Company declared and paid required distribution amounts to 2026 and 2025 unit holders of Cresco Labs, LLC and other minority holders during the three and six months ended June 30, 2026. Similarly, the Company declared and paid required tax
16



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2026 and 2025

distribution amounts to 2025 and 2024 unit holders of Cresco Labs, LLC and other minority interest holders during the three and six months ended June 30, 2025.
(d)     Changes in Ownership and NCI
During the six months ended June 30, 2026, redemptions of $1.0 million Redeemable Units occurred, which were converted into an equivalent number of SVS. The redemptions resulted in a decrease of 0.4% in NCI in Cresco Labs, LLC for the period. There were no redemptions of Redeemable Units during the three months ended June 30, 2026.

During the three and six months ended June 30, 2025, redemptions of 2.6 million and 3.8 million Redeemable Units occurred during the period, which were converted into an equivalent number of SVS. These redemptions resulted in a decrease of 0.9% and 1.4% in NCI in Cresco Labs, LLC for the period.
The effects of changes in the Company’s ownership interests in less than 100% owned subsidiaries during the three and six months ended June 30, 2026 and 2025 were as follows:
Three Months Ended June 30,Six Months Ended June 30,
($ in thousands)2026202520262025
Net loss attributable to Cresco Labs Inc.$16,796 $(16,334)$3,724 $(30,766)
Changes in Cresco Labs Inc. equity due to redemptions of Cresco Labs, LLC units:
Share capital— 1,730 1,360 2,907 
Accumulated deficit— (4,347)(2,457)(6,667)
Total change from net loss attributable to Cresco Labs Inc. and change in ownership interest in Cresco Labs, LLC.
$
16,796 
$
(18,951)
$
2,627 
$
(34,526)
NOTE 7.     EARNINGS (LOSS) PER SHARE
The following is a reconciliation for the calculation of basic and diluted earnings (loss) per share for the three and six months ended June 30, 2026 and 2025:

Three Months Ended June 30,Six Months Ended June 30,
($ in thousands, except per share amounts)2026202520262025
Numerator:
Net income (loss)$15,370 $(13,893)$(1,644)$(29,127)
Less: Net (income) loss attributable to NCI, net of tax(1,426)2,441 (5,368)1,639 
Net income (loss) attributable to Cresco Labs Inc.$16,796 $(16,334)$3,724 $(30,766)
Denominator:
Weighted-average basic shares outstanding370,810,325 354,294,665 367,569,889 352,280,164 
Effect of dilutive shares101,513,586 91,936,878 101,749,107 94,170,512 
Weighted-average diluted shares outstanding472,323,911 354,294,665 469,318,996 352,280,164 
Earnings (Loss) per Share:
Basic earnings (loss) per share$0.05 $(0.05)$0.01 $(0.09)
Diluted earnings (loss) per share0.04 (0.05)0.01 (0.09)
17



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2026 and 2025

For the three and six months ended June 30, 2026, weighted-average potentially dilutive shares were included in the computation of diluted earnings per common share. These shares were excluded from 2025 due to the net loss during the periods presented, because the shares would have had an anti-dilutive effect. Weighted-average potentially dilutive shares for the three and six months ended June 30, 2026 and 2025, consisted of the following:
Three Months Ended June 30,Six Months Ended June 30,
(shares in thousands)2026202520262025
Redeemable Units
— 
88,706 
— 
89,839 
Stock options
22,296 
26,599 
21,282 
26,780 
RSUs
12,039 
12,727 
11,226 
12,665 
Total potentially dilutive shares
34,335 
128,032 
32,508 
129,284 

NOTE 8.     BUSINESS COMBINATIONS AND ASSET ACQUISITIONS

(a)Business Combinations and Asset Acquisitions
On March 9, 2026, a VIE of the Company entered into multiple agreements to acquire four (4) dispensaries. On June 8, 2026, a VIE of the Company entered into multiple agreements that went into effect to operate one (1) additional dispensary. The costs associated with these transactions were $0.6 million. The expenses are recorded as selling, general and administrative expense in the Unaudited Condensed Interim Consolidated Statements of Operations for the three and six months ended June 30, 2026. See Note 14 “Variable Interest Entities” for additional information.

On January 30, 2026, to support the Company’s expanding national presence, a wholly-owned subsidiary of the Company entered into multiple agreements to acquire 100% ownership interest of nine (9) dispensaries. On April 12, 2026, the Company entered into an agreement covering operation of these dispensaries and resulting in consolidation. The costs associated with this transaction were immaterial. The expenses are recorded as selling, general and administrative expense in the Unaudited Condensed Interim Consolidated Statements of Operations for the three and six months ended June 30, 2026. See Note 14 “Variable Interest Entities” for additional information.

As of June 30, 2026, the Company recorded preliminary estimates of the fair value of assets and liabilities assumed. Balances are subject to change during the measurement period, which will conclude at the earlier of the date the Company receives the information it is seeking about the facts and circumstances that existed as of the date of business combination, learns that more information is not obtainable, or one year following the date of business combination. Any changes to the preliminary estimates of the fair value of the assets and liabilities assumed will be recorded as adjustments to those assets and liabilities, and residual amounts will be allocated to goodwill. Goodwill primarily represents the expected synergies from combining operations, the value of the assembled workforce, anticipated future growth opportunities, and the ability to expand the Company's retail footprint. During the three months ended June 30, 2026, the Company made measurement period adjustments related to changes in the valuation of certain assets related to the March 9, 2026 business combination, which resulted in a immaterial decrease in goodwill. As of June 30, 2026, the Company has no goodwill recorded in connection with the dispensary business combinations that is expected to be tax deductible.

18



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2026 and 2025

The table below summarizes the total consideration and net identifiable assets and liabilities assumed in connection with the dispensary business combinations during the six months ended June 30, 2026:

($ in thousands)
March 9, 2026
Business Combination
April 12, 2026 Business Combination
June 8, 2026
Asset
Acquisition
Total consideration:
Shares issued$5,985 $— $1,154 
Cash2,026 5,000 313 
Deferred consideration, short-term4,797 34,994 1,053 
Deferred consideration, long-term— 7,441 — 
Unsecured promissory note1,552 — 332 
Pre-existing relationship - Accounts receivable327 339 80 
Total consideration$14,687 $47,774 $2,932 
Net identifiable assets (liabilities)
Cash$164 $49 $115 
Inventory2,938 3,816 484 
Other current assets242 236 — 
Property and equipment, net3,671 36 
Right-of-use assets - operating, net4,031 4,540 1,226 
Licenses11,000 25,300 2,800 
Customer relationships1,400 6,400 — 
Total identifiable assets
$19,777 $44,012 $4,661 
Accounts payable$(1,569)$(3,619)$(316)
Accrued liabilities(357)(548)(93)
Operating lease liabilities(4,031)(4,940)(1,226)
Total identifiable liabilities assumed$(5,957)$(9,107)$(1,635)
Purchase price allocation
Net identifiable assets
$13,820 $34,905 $3,026 
Goodwill867 12,869 — 
Gain from asset acquisition— — (94)
Total consideration$14,687 $47,774 $2,932 

The Company calculated, on a pro-forma basis, the combined results as if the business combinations and asset acquisition had occurred on January 1, 2026. These unaudited pro forma results are not necessarily indicative of either the actual consolidated results had the acquisition occurred as of January 1, 2026, or of the future operating results.

Total unaudited pro-forma Revenue and Net income for the combined company for the six months ended June 30, 2026, was $362.7 million and $12.1 million, respectively.

19



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2026 and 2025

For the three months ended June 30, 2026, Revenue and Net income from the business combinations and asset acquisition was $16.7 million and $4.9 million, respectively. For the six months ended June 30, 2026, Revenue and Net income from the business combinations and asset acquisition was $38.0 million and $8.4 million, respectively.

(b)Deferred and Contingent Considerations
As of June 30, 2026, the Company has $4.1 million in total short-term deferred consideration, in connection with the March 9, 2026 dispensary business combination. The deferred consideration consists of monthly payments with a final cash payment and issuance of 1.5 million shares expected to be paid within twelve months. The face value of this deferred consideration approximates fair value.
As of June 30, 2026, the Company has $1.1 million in total short-term deferred consideration, in connection with the June 8, 2026 dispensary asset acquisition. The deferred consideration consists of monthly payments with a final cash payment and issuance of 0.3 million shares expected to be paid within twelve months. The face value of this deferred consideration approximates fair value.
As of June 30, 2026, the Company has $35.9 million and $7.4 million in total short-term and long-term deferred consideration, respectively, in connection with the April 12, 2026 dispensary business combination. The deferred consideration consists of a cash payment, expected to be paid within twelve months, and closing payment note not expected to be paid within twelve months. The face value of these deferred considerations approximates fair value.
As of June 30, 2026 and December 31, 2025, the Company had $0.4 million and $0.9 million, respectively, of short-term contingent consideration related to Keystone Integrated Care, LLC (“Keystone”). Additionally, as of June 30, 2026, the Company had $7.8 million long-term deferred consideration related to Valley Agriceuticals, LLC (“Valley Ag”), compared to $1.7 million and $5.8 million of short-term and long-term deferred consideration, respectively, related to Valley Ag as of December 31, 2025. The total estimated liability for Keystone and Valley Ag is based on the present value of expected payments associated with future cash flows.
Please see Note 13 “Financial Instruments and Financial Risk Management” for additional details related to deferred and contingent considerations.
20



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2026 and 2025

NOTE 9.     LONG-TERM NOTES AND LOANS PAYABLE, NET
The following table represents the Company’s Long-term notes and loans payable, net balances as of June 30, 2026 and December 31, 2025:

($ in thousands)June 30, 2026December 31, 2025
Senior Secured Term Loan$325,000 $325,000 
Revolving Credit Facility1,411 — 
Mortgage Loans19,955 20,161 
Short-term borrowings and interest payable, net
7,641 7,484 
Financing liability89,402 91,009 
Unsecured Promissory Notes3,500 1,250 
Total borrowings and interest payable$446,909 $444,904 
Less: Unamortized discount and debt issuance costs(16,029)(17,025)
Less: Short-term borrowings and interest payable, net
(7,641)(7,484)
Less: Current portion of financing liability(3,683)(3,300)
Total Long-term notes and loans payable, net$419,556 $417,095 

(a)Senior Secured Term Loan
On August 13, 2025, the Company closed on an agreement for a Senior Secured Term Loan with an undiscounted principal balance of $325.0 million and an original issue discount of $13.0 million. Proceeds from the Senior Secured Term Loan, along with cash on hand, was used to retire the then existing Senior Loan, reducing total debt.
The Senior Secured Term Loan accrues interest as a rate of 12.5% per annum, payable in cash quarterly and has a stated maturity date of August 13, 2030. The Company’s effective interest rate for the Senior Secured Term Loan is 13.8%. Upon inception of the Senior Secured Term Loan, the Company capitalized $15.8 million of deferred financing fees.
The Senior Secured Term Loan is secured by a guarantee from substantially all material subsidiaries of the Company, as well as by a security interest in certain assets of the Company and such material subsidiaries. The Senior Secured Term Loan contains negative covenants which restrict the actions of the Company and its subsidiaries during the term of the loan, including restrictions on paying dividends, making investments and incurring additional indebtedness. The Company is also subject to compliance with affirmative covenants, some of which may require management to exercise judgment. In addition, the Company is required to maintain a minimum cash balance of $30.0 million. As of June 30, 2026, the Company was in compliance with all covenants.
The Company may prepay in whole, or in part, the Senior Secured Term Loan at any time prior to the stated maturity date, subject to certain conditions. Any prepayment of the outstanding principal amount must also include all accrued and unpaid interest and fees. Interest expense is discussed in Note 16 “Interest Expense, Net”.
(b)Revolving Credit Facility
On June 5, 2026, the Company closed on a credit agreement providing the Company with a $50.0 million Revolving Credit Facility (the “Revolver”). Borrowings under the Revolver will be available to fund growth initiatives, acquisitions, and general corporate purposes. The Revolver is secured by various property owned by the Company and accrues interest at a rate of 7.99% with a stated maturity date of August 13, 2030.
21



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2026 and 2025

The Company initially drew down $1.4 million of the Revolver to pay debt issuance costs and elected to capitalize the approximately $2.0 million of total debt issuance costs as a deferred asset and amortize them on a straight-line basis over the term of the Revolver.
The Revolver also contains certain covenants that restrict the Company’s actions, some of which may require management to exercise judgment. In addition, the Company is required to maintain a minimum cash balance of $30.0 million. This minimum cash balance is not cumulative to the minimum cash balance held under the Senior Secured Term Loan. As of June 30, 2026, the Company was in compliance with all covenants.
(c)Mortgage Loans
On September 26, 2023, JDRC Ellenville, LLC (“Ellenville”), an indirect subsidiary of the Company, entered into loan agreements to borrow an undiscounted principal amount of $25.3 million (the “Mortgage Loans”). Borrowings under the terms of the Mortgage Loans bear an initial interest rate of 8.4% per annum, which is equal to the Federal Home Loan Bank Five Year Classic Regular Advance Rate, plus a 375-basis point spread. The Mortgage Loans have an effective interest rate of 10.2%. The Mortgage Loans are secured by real estate in Ellenville, New York and improvements thereto, and converts to a permanent term loan on the conversion date of November 1, 2028. The Mortgage Loans contain certain affirmative and negative covenants which restrict the actions of Ellenville during the term of the loan.
On October 3, 2025, the Company amended the Mortgage Loans, extending the interest-only payment period through October 1, 2026. All other terms of the Mortgage Loans remain the same.
As of June 30, 2026 and December 31, 2025, the full commitment amount was not fully drawn, as $5.1 million of the principal balance will be advanced to Ellenville as it completes the buildout of the Ellenville cultivation center. Upon inception of the Mortgage Loans, the Company incurred $2.0 million, in deferred financing fees reflected within Long-term notes and loans payable on the Consolidated Balance Sheets. These deferred financing fees are amortized and expensed in accordance with ASC 835 Interest. See Note 16 “Interest Expense, Net”.
(c)    Financing Liabilities
As of June 30, 2026, the Company has additional financing liabilities for which the incremental borrowing rates range from 11.3% to 17.5% with remaining terms between 3.6 and 14.0 years, consistent with the underlying lease liabilities. The interest expense associated with financing liabilities is discussed in Note 16 “Interest Expense, Net”.
(d)    Unsecured Promissory Notes
On June 8, 2026, the Company issued a $0.4 million unsecured promissory note. The note bears interest at 8.0% per annum, capitalized to principal on each anniversary, with principal and accrued interest due 36 months post-closing. Prepayment is permitted without penalty. The note has an effective interest rate of 14.3%.
On March 9, 2026, the Company issued a $1.8 million unsecured promissory note. The note bears interest at 8.0% per annum, capitalized to principal on each anniversary, with principal and accrued interest due 36 months post-closing. Prepayment is permitted without penalty. The note has an effective interest rate of 13.3%.
On December 8, 2025, the Company issued a $1.3 million unsecured promissory note. The note bears interest at 8.0% per annum, payable quarterly, with principal and accrued interest due 18 months post-closing. Prepayment is permitted without penalty. The note has an effective interest rate of 13.2%.

22



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2026 and 2025

NOTE 10.     DISAGGREGATION OF REVENUE
The following table represents the Company’s disaggregated revenue by source, due to the Company’s contracts with its customers, for the three and six months ended June 30, 2026 and 2025:
Three Months Ended June 30,Six Months Ended June 30,
($ in thousands)2026202520262025
Wholesale$52,230$53,801$101,012$107,968
Dispensary121,111109,823223,654221,413
Revenues, net$173,341$163,624$324,666$329,381
NOTE 11.     RELATED PARTY TRANSACTIONS
(a)Transactions with Key Management Personnel and Certain Board Members
As of June 30, 2026 and December 31, 2025, related parties, including key management personnel and certain board members, hold 65.9 million and 66.8 million, respectively, of Redeemable Units, which accounts for a deficit of $74.5 million and $68.9 million, respectively, in NCI. During the three months ended June 30, 2026 and 2025, the Company did not make any required tax distribution payments to unit holders of Cresco Labs, LLC which includes related parties, key management personnel and certain board members. During the six months ended June 30, 2026 and 2025, 51.1% and 56.3%, respectively, of required tax distribution payments to unit holders of Cresco Labs, LLC were made to related parties including to key management personnel and certain board members.
(b)Related Parties – Leases
For the three and six months ended June 30, 2026 and 2025, the Company had lease liabilities for real estate lease agreements in which the lessors have a minority interest in MedMar Inc. (“MedMar”). The lease liabilities were incurred in January 2019 and May 2020 and expire in 2027 through 2030.
Below is a summary of the expense resulting from the related party lease liabilities for the three and six months ended June 30, 2026 and 2025:
Three Months Ended June 30,Six Months Ended June 30,
($ in thousands)Classification2026202520262025
Operating Leases
Lessor has minority interest in MedMarRent expense$71 $71 $144 $144 
Finance Leases
Lessor has minority interest in MedMarDepreciation expense$77 $77 $153 $153 
Lessor has minority interest in MedMarInterest expense38 47 78 96 

23



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2026 and 2025

Additionally, below is a summary of the ROU assets and lease liabilities attributable to related party leases as of June 30, 2026 and December 31, 2025:
June 30, 2026December 31, 2025
($ in thousands)ROU AssetLease LiabilityROU AssetLease Liability
Operating Leases
Lessor has minority interest in MedMar$921 $980 $1,005 $1,065 
Finance Leases
Lessor has minority interest in MedMar$966 $1,425 $1,119 $1,606 

NOTE 12.     COMMITMENTS AND CONTINGENCIES
(a)Claims and Litigation
From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. The Company accrues for estimated costs for a contingency when a loss is probable and can be reasonably estimated. The Company accrued $3.0 million and $5.3 million for matters that were pending litigation as of June 30, 2026 and December 31, 2025, respectively. As of June 30, 2026 and December 31, 2025, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the Company’s results of operations, financial positions, or cash flows. There are also no proceedings in which any of the Company’s directors, officers, or affiliates are an adverse party or has a material interest adverse to the Company’s interest. As of June 30, 2026, the Company is in discussion with certain county regulators in the state of Illinois regarding the resolution of previously overpaid fees.

(b)Contingencies
The Company’s operations are subject to a variety of federal, state, and local regulations. Failure to comply with one or more of those regulations could result in fines, restrictions on the Company’s operations, suspension or revocation of permits or licenses, or other disciplinary actions (collectively, “Disciplinary Actions”) that could adversely affect the Company’s financial position and results of operations. While management believes that the Company is in substantial compliance with state and local regulations as of June 30, 2026 and December 31, 2025, and through the date of filing of these financial statements, these regulations continue to evolve and are subject to differing interpretations and enforcement. As a result, the Company may be subject to Disciplinary Actions in the future.

(c)Commitments
As of June 30, 2026 and December 31, 2025, the Company had total commitments of $1.8 million and $2.2 million, respectively, related to material construction projects.
The Company also has employment agreements with key management personnel which include severance in the event of termination with additional equity and/or compensation benefits totaling approximately $5.7 million and $5.2 million as of June 30, 2026 and December 31, 2025, respectively.

24



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2026 and 2025

NOTE 13.     FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT
Financial Instruments

The Company’s financial instruments are held at amortized cost (adjusted for impairment or expected credit losses (“ECL”), as applicable) or fair value. The carrying values of financial instruments held at amortized cost approximate their fair values as of June 30, 2026 and December 31, 2025, due to their nature and relatively short maturity dates. There have been no transfers into or out of Level 3 for the periods ended June 30, 2026 and December 31, 2025.
The following tables summarize the Company’s financial instruments measured at fair value as of June 30, 2026 and December 31, 2025:
June 30, 2026
($ in thousands)Level 1Level 2Level 3Total
Financial Assets:
Loans receivable, short-term1
$— $— $1,237 $1,237 
Investments2
— 533 542 
Financial Liabilities:
Deferred and contingent consideration, short-term$— $5,112 $36,317 $41,429 
Deferred and contingent consideration, long-term— — 15,207 15,207 
Unsecured promissory notes3
— — 3,034 3,034 
1Loans receivable, short-term and Loans receivable, long-term are included in “Other current assets” and “Other non-current assets” respectively, on the Unaudited Condensed Interim Consolidated Balance Sheets.
2Investments are included in “Other non-current assets” on the Unaudited Condensed Interim Consolidated Balance Sheets.
3Unsecured promissory notes are included in “Long-term notes and loans payable, net” on the Unaudited Condensed Interim Consolidated Balance Sheets.

December 31, 2025
($ in thousands)Level 1Level 2Level 3Total
Financial Assets:
Loans receivable, short-term1
$— $— $1,119 $1,119 
Loans receivable, long-term1
— — 480 480 
Investments2
33 — 600 633 
Financial Liabilities:
Deferred and contingent consideration, short-term$— $— $2,566 $2,566 
Deferred and contingent consideration, long-term— — 5,815 5,815 
Unsecured promissory note3
— — 1,138 1,138 
1Loans receivable, short-term and Loans receivable, long-term are included in “Other current assets” and “Other non-current assets” respectively, on the Consolidated Balance Sheets.
2Investments are included in “Other non-current assets” on the Consolidated Balance Sheets.
3Unsecured promissory note included in “Long-term notes and loans payable, net” on the Consolidated Balance Sheets.

25



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2026 and 2025

The following table presents a roll-forward of the balance sheet amounts measured at fair value on a recurring basis and classified as Level 3. The classification of an item as Level 3 is based on inputs for assets or liabilities that are not based on observable market data.
Three and Six Months Ended June 30, 2026
Level 3 Fair Value Measurements
($ in thousands)Loans receivable, short-termLoans receivable, long-termDeferred and contingent consideration, short-termDeferred and contingent consideration, long-termUnsecured promissory notes
Balance as of December 31, 2025
$1,119 $480 $2,566 $5,815 $1,138 
Additions1
— — — — 1,552 
Change in fair value recorded in Other expense, net— 11 (521)179 16 
Payments(204)— — — — 
Other2
213 (213)(1,680)1,680  
Balance as of March 31, 2026
$1,128 $278 $365 $7,674 $2,706 
Additions1
— — 34,994 7,441 332 
Interest income (expense)
12 17 — — (4)
Change in fair value recorded in other expense, net
— — 958 92 — 
Payments
(198)— — — — 
Other2
295 (295)— — — 
Balance as of June 30, 2026
$1,237 $ $36,317 $15,207 $3,034 
1See Note 8 “Business Combinations and Asset Acquisitions” for additional details.
2Other relates to reclassifications from short-term to long-term, or long-term to short-term, due to expected timing of payment.

Three and Six Months Ended June 30, 2025
Level 3 Fair Value Measurements
($ in thousands)Deferred and contingent consideration, short-termDeferred and contingent consideration, long-term
Balance as of December 31, 2024
$2,486 $7,736 
Change in fair value recorded in Other expense, net1
(20)
Balance as of March 31, 2025$2,466 $7,739 
Change in fair value recorded in Other expense, net1
(799)339 
Payments2
(500)— 
Balance as of June 30, 2025
$1,167 $8,078 
1See Note 8 “Business Combinations and Asset Acquisitions” for additional information on deferred and contingent considerations.
2See Note 6 “Share Capital” for additional information of payments of equity-based consideration.

26



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2026 and 2025

The following table presents information about the significant unobservable inputs for financial assets and liabilities measured at fair value:
Financial asset
Valuation techniquesSignificant unobservable inputsRelationship of unobservable inputs to fair value
Loans receivable
Discounted cash flow
1) Discount Rate
Increase or decrease in the discount rate will result in a lower or higher fair value, respectively.
Financial liabilities
Valuation techniquesSignificant unobservable inputsRelationship of unobservable inputs to fair value
Deferred considerationDiscounted cash flow1) Expected future cash flowsIncrease or decrease in expected future cash flows will result in an increase or decrease in fair value.
2) Discount rateIncrease or decrease in the discount rate will result in a lower or higher fair value, respectively.
Contingent considerationDiscounted cash flow
1) Probability and timing of consideration payment
Increase or decrease in probability of consideration payment and earlier or later timing of payment will result in an increase or decrease in fair value.
2) Discount rateIncrease or decrease in the discount rate will result in a lower or higher fair value, respectively.
Unsecured promissory note
Discounted cash flow
1) Discount Rate
Increase or decrease in the discount rate will result in a lower or higher fair value, respectively.

(a)Loans receivable, short-term
The following is a summary of Loans receivable, long-term balances and valuation classifications (discussed further below) as of June 30, 2026 and December 31, 2025:
($ in thousands)Valuation
classification
June 30, 2026December 31, 2025
Short-term loans receivable - Illinois Incubator, net of ECLAmortized cost$832$
Short-term loans receivable - Kolaboration, net of ECLLevel 3 fair value9891,119
Total Loans receivable, short-term$1,821$1,119
During the fourth quarter of 2025, in connection with the sale of Sonoma’s Finest, the Company issued a $1.7 million loan receivable to Kolaboration Ventures Corporation (“Kolaboration”). The loan receivable has a 18-month term and interest accruing at 8.0% per annum, paid on a monthly basis. At the inception of the loan, an ECL determination was made.
27



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2026 and 2025

Pursuant to the Illinois Cannabis Regulation and Tax Act, the Company has issued $0.3 million in loans to an Illinois company which has secured a Craft Grower License to operate in the state and $1.0 million in loans to groups that have been identified by the state of Illinois as having the opportunity to receive Conditional Adult Use Dispensing Organization Licenses. One (1) $0.1 million loan related to the Craft Grower License matures on July 19, 2026. The remaining loans of $1.2 million mature on March 20, 2027. As of June 30, 2026, the entire balance of the Illinois Incubator was reclassified to loans receivable, short-term. The loans are measured at amortized cost and bear no interest. Loss on provision on short-term and long-term loans receivable is recorded in Other expense, net in the Unaudited Condensed Interim Consolidated Statements of Operations.
(b)Loans receivable, long-term
The following is a summary of Loans receivable, long-term balances and valuation classifications as of June 30, 2026 and December 31, 2025:
($ in thousands)Valuation
classification
June 30, 2026December 31, 2025
Long-term loans receivable - Illinois Incubator, net of ECLAmortized cost$— $832 
Long-term loans receivable - Kurvana, net of ECLAmortized cost633 603 
Long-term loans receivable - Kolaboration, net of ECL
Level 3 fair value
— 480 
Total Loans receivable, long-term$633 $1,915 

(c)Investments
The Company currently has investments in two (2) entities: IM Cannabis Corp. (“IMC”), a pharmaceutical manufacturer that specializes in cannabis, and OLD PAL LLC (“Old Pal”), a cannabis operator/licensor. Old Pal is held at fair value and classified as an equity security without a readily determinable fair value. The IMC investment is classified as a marketable security with a readily determinable fair value. During the six months ended June 30, 2026, the Company wrote off the remaining balance of its 420 Capital Management, LLC investment balance of $0.1 million, which is recorded in Other expense, net in the Unaudited Condensed Interim Consolidated Statements of Operations.

Financial Risk Management
As of June 30, 2026 and December 31, 2025, the Company had no customers that accounted for 10% or more of the Company’s gross accounts receivable balance.
The Company’s summary of activity for allowance for expected credit losses for the six months ended June 30, 2026 and 2025 was as follows:
($ in thousands)20262025
Balance at January 1$5,021 $8,308 
Provision expense (recovery)(855)
Write-offs(88)(1,546)
Balance at June 30
$4,934 $5,907 
In addition, the Company recorded $0.1 million and $0.3 million of bad debt expense for the three months ended June 30, 2026 and 2025, respectively, and $0.2 million and $1.6 million of bad debt expense for the six months ended June 30, 2026 and 2025, respectively.
28



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2026 and 2025

NOTE 14.     VARIABLE INTEREST ENTITIES
On November 26, 2025, the Company entered into a support service agreement with Strategic Capital and Management Services, LLC (“SCMS”). On March 9, 2026, SCMS entered into multiple agreements which will result in SCMS’s acquisition of four (4) adult-use dispensary licenses, pending regulatory approval. On June 8, 2026, SCMS’s multiple agreements went into effect to operate one (1) additional adult-use dispensary license, which will result in SCMS acquiring the dispensary, pending regulatory approval.
On April 12, 2026, a wholly-owned subsidiary of the Company entered into multiple agreements to acquire 100% ownership interest of nine (9) dispensaries.
On February 25, 2025, the Company entered into a management service agreement (“MSA”) with KSKYAPP, LLC, holder of a Kentucky cultivation license. Similarly, on March 3, 2025, the Company entered into a MSA with BSRKYAPP, LLC, holder of a Kentucky dispensing license. On June 7, 2025, the Company entered into another MSA with RSKYAPP, LLC, holder of a Kentucky processing license.
Additionally, in 2020 the Company entered into multiple agreements with Cresco Labs Michigan, LLC.
The following table presents the summarized financial information about the Company’s consolidated VIEs, which are included in the Unaudited Condensed Interim Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025. All of these entities were determined to be VIE, as the Company possesses the power to direct activities through written agreements and is subject to the risks and rewards associated with its involvement. Amounts reflect only the third-party assets and liabilities of those VIEs and exclude intercompany balances eliminated in consolidation.
($ in thousands)June 30, 2026December 31, 2025
Current assets$16,045 $20,468 
Non-current assets218,131 119,100 
Current liabilities(56,039)(4,184)
Non-current liabilities(228,119)(173,430)
NCI2,594 1,759 
Deficit attributable to Cresco Labs Inc.47,388 36,287 
The following table presents the summarized financial information about the Company’s consolidated VIEs, which are included in the Unaudited Condensed Interim Consolidated Statements of Operations for the three and six months ended June 30, 2026 and 2025:
Three Months Ended
June 30,
Six Months Ended June 30,
($ in thousands)2026202520262025
Revenue$20,989 $5,511 $25,326 $11,124 
Net loss attributable to NCI(356)(186)(835)(394)
Net loss attributable to Cresco Labs Inc.(7,584)(1,018)(11,176)(2,159)
Net loss(7,940)(1,204)(12,010)(2,553)

29



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2026 and 2025

NOTE 15.     SEGMENT INFORMATION
During the fourth quarter of 2025, the Company reorganized its internal reporting and realigned its operating segments following the completed sale of its Sonoma’s Finest cultivation facility and exit of the California market. The change resulted in the identification of two (2) new operating segments consolidated wholesale and consolidated retail with the Chief Executive Officer as the sole Chief Operating Decision Maker (“CODM”). As such, the segment information for prior periods has been recast to conform to current period presentation.
The Company operates in the cultivation, manufacturing, distribution, and sale of cannabis. For evaluating financial performance and allocating resources, the CODM review certain financial information presented on a consolidated basis accompanied by information disaggregated by wholesale and retail customers.
The following table reflects revenues net of discounts, significant expenses, and gross profit by segment for the three and six months ended June 30, 2026 and 2025:
Three Months Ended June 30,Six Months Ended June 30,
($ in thousands)2026202520262025
Wholesale$96,630 $96,585 $181,338 $194,131 
Retail121,115 109,823 223,659 221,413 
Intersegment eliminations
(44,404)(42,784)(80,331)(86,163)
Revenues, net$173,341 $163,624 $324,666 $329,381 
Wholesale$51,081 $50,588 $99,469 $106,330 
Retail79,717 72,564 143,132 147,327 
Intersegment eliminations(44,404)(42,784)(80,331)(86,163)
Total Cost of Goods Sold$86,394 $80,368 $162,270 $167,494 
Wholesale$45,549 $45,997 $81,869 $87,801 
Retail41,398 37,259 80,527 74,086 
Intersegment eliminations    
Total Gross Profit$86,947 $83,256 $162,396 $161,887 

The Company’s assets are aggregated into two reporting units wholesale and retail which aligns with its operating segments. All revenues are generated from customers in the U.S. and all assets are located in the U.S.

NOTE 16.     INTEREST EXPENSE, NET
Interest expense, net consisted of the following for the three and six months ended June 30, 2026 and 2025:
Three Months Ended June 30,Six Months Ended June 30,
($ in thousands)2026202520262025
Interest expense – notes and loans payable1
$(11,340)$(9,070)$(22,539)$(19,934)
Interest expense – financing activities1
(2,742)(2,825)(5,507)(5,669)
Accretion of debt discount and amortization of deferred financing fees1
(698)(1,259)(1,333)(2,470)
Interest expense – leases(672)(739)(1,356)(1,484)
Interest income407 873 814 1,686 
Other interest expense(60)(2)(111)(5)
Interest expense, net$(15,105)$(13,022)$(30,032)$(27,876)
1See Note 9 “Long-term Notes and Loans Payable, Net” for additional information on Interest expense – notes and loans payable, Interest expense – financing activities, and Accretion of debt discount and amortization of deferred financing fees.
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Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2026 and 2025


NOTE 17.     PROVISION FOR INCOME TAXES AND DEFERRED INCOME TAXES
The U.S. federal government treats cannabis as subject to the limits of Internal Revenue Code (“IRC”) Section 280E for U.S. federal income tax purposes, which also applies to certain states. Under IRC Section 280E, the Company is only allowed to deduct expenses directly related to cost of goods sold (“COGS”) for operations relating to adult-use cannabis. Effective April 22, 2026, selling, general, and administrative and COGS expenses are deductible for operations relating to medical cannabis.. This results in permanent differences between ordinary and necessary business expenses deemed non-allowable under IRC Section 280E. However, certain states including California, Illinois, Massachusetts, Michigan, New York, and Pennsylvania do not conform to IRC Section 280E and, accordingly, the Company generally deducts all operating expenses on its income tax returns in these states.

On April 23, 2026, the U.S. Department of Justice issued an order placing FDA-approved cannabis products and cannabis products subject to qualifying state medical cannabis licenses, into Schedule III under the Controlled Substances Act. In addition, the Drug Enforcement Administration (“DEA”) has announced new hearings which began on June 29, 2026, which will include the proposed broader rescheduling of adult use cannabis to Schedule III. As a results of these changes, only adult-use cannabis remains subject to IRC Section 280E effective April 22, 2026.

The Company continues to assess the impact of the order to its medical use cannabis business, including its federal and state tax positions and compliance obligations. The Company continues to evaluate, based on current guidance for qualifying state medical cannabis licenses, the impact on our financial statements related to its IRC Section 280E position for state-licensed medical cannabis operations, including the allocation of revenues, costs of goods sold, and operating expenses between medical and non-medical cannabis activities. As a result of the change to qualifying state licensed medical cannabis, the Company has recorded a net tax benefit of $26.7 million during the three months ended June 30, 2026. The benefit includes a $22.1 million benefit related to remeasurement of the deferred tax assets related to the tax receivable agreement, and a $4.6 million benefit from the remeasurement of other deferred tax assets and liabilities.

The Company also maintains uncertain tax positions that certain operations are not subject to IRC Section 280E and therefore intends to deduct such expenses with a related uncertain tax liability offsetting such deductions. During the three months ended June 30, 2026 and 2025, the Company recorded $9.8 million and $14.7 million, respectively, in Uncertain tax position liability on the Unaudited Condensed Interim Consolidated Balance Sheets.

The Company is treated as a United States corporation for U.S. federal income tax purposes under IRC Section 7874 and is subject to U.S. federal income tax on its worldwide income. However, for Canadian tax purposes the Company, regardless of any application of IRC Section 7874, is treated as a Canadian resident company, as defined in the Income Tax Act (Canada), for Canadian income tax purposes. As a result, the Company is subject to taxation both in Canada and the United States.

Provision for income taxes consists of the following for the three and six months ended June 30, 2026 and 2025:
Three Months Ended June 30,Six Months Ended June 30,
($ in thousands)2026202520262025
(Loss) income before income taxes$(3,596)$2,743 $(6,390)$1,825 
Income tax (benefit) expense(18,966)16,636 (4,746)30,952 
Effective tax rate527.4 %606.5 %74.3 %1,696.0 %
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Exhibit 99.2
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025
This management discussion and analysis (“MD&A”) of the financial condition and results of operations of Cresco Labs Inc. (the “Company,” “Cresco Labs,” “we,” or our”) is dated August 6, 2026 and has been prepared for the three and six months ended June 30, 2026 and 2025. It is supplemental to, and should be read in conjunction with, the Company’s audited Consolidated Financial Statements and accompanying notes as of and for the years ended December 31, 2025 and 2024, which were previously filed on SEDAR+ and EDGAR, and the Company's unaudited condensed interim consolidated financial statements and accompanying notes as of and for the three and six months ended June 30, 2026 and 2025. The Company’s financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). Financial information presented in this MD&A is presented in United States (“U.S.”) dollars (“USD” or “$”) unless otherwise indicated.
The Company has provided certain supplemental non-GAAP financial measures in this MD&A. Where the Company has provided such non-GAAP financial measures, we have also provided a reconciliation to the most comparable GAAP financial measure. Please see the information under the heading “Non-GAAP Financial Measures” for additional information on the Company’s use of non-GAAP financial measures.
This MD&A contains certain “forward-looking statements” and certain “forward-looking information” as defined under applicable U.S. securities laws and Canadian securities laws. Please refer to the discussion of forward-looking statements and information set out under the heading “Cautionary Statement Regarding Forward-Looking Information,” located at the beginning of the Company’s Annual Information Form for the year ended December 31, 2025, filed on SEDAR+ and EDGAR. As a result of many factors, the Company’s actual results may differ materially from those anticipated in these forward-looking statements and information. Please refer to the discussion of risks and uncertainties set out under the heading “Risk Factors,” located within the Company’s Annual Information Form for the year ended December 31, 2025, filed on SEDAR+ and EDGAR.
OVERVIEW OF THE COMPANY
Incorporated on July 6, 1990, in the Province of British Columbia, Cresco Labs is licensed to grow, manufacture, and sell cannabis and cannabis-based products in several U.S. states. The Company’s headquarters is located at 600 W. Fulton Street, Suite 800, Chicago, IL 60661, and its registered office is at 666 Burrard Street, Suite 2500, Vancouver, BC V6C 2X8.
Cresco Labs primarily engages in the cultivation of medical-grade cannabis, the production of cannabis-derived medical-grade products, and their distribution to consumers in legalized cannabis markets in the United States, whether for medical or adult-use. The Company strives to provide consumers with high-quality and consistent cannabis-based products, focusing on regulatory adherence while developing condition-specific cannabis strains and non-invasive delivery methods. These non-invasive delivery methods, which are alternatives to smoke inhalation, aim to deliver controlled-dosage medicinal cannabis relief to qualified patients and consumers in legalized cannabis markets in the United States.
As of August 6, 2026, the Company operates a total of eighty-nine (89) open dispensaries, which includes fifteen (15) retail partner locations where we provide operational support to our licensed retail partners, and thirteen (13) cultivation and production facilities across eight (8) states, where cannabis use, medical or both medical and adult-use, has been approved by state and local regulatory bodies. Of the states in which we operate Illinois, Massachusetts, Michigan, New York, and Ohio have adult-use cannabis programs.
The Company operates its dispensaries under the brand, Sunnyside*®1. Our Sunnyside* dispensaries are home for a judgement-free cannabis shopping experience, where all are welcome to explore, discover, and purchase a wide array of high-quality products. The Company’s portfolio of owned cannabis consumer-packaged goods includes Cresco®1, High Supply®2, Mindy’sTM, Good News®2, RemediTM, Wonder Wellness Co.®2, and FloraCal® Farms2. The Company distributes and markets these products both to third-party licensed retail cannabis stores across the U.S. and to the Company’s owned retail stores.

1
1The Sunnyside*® (inclusive of the stand-alone asterisk mark) and Cresco® brands maintain federal trademark registrations for websites pertaining to medical cannabis and cannabis educational services, as well as multiple state trademark registrations.
2The High Supply®, Good News®, Wonder Wellness Co.®, and FloraCal® Farms brands maintain federal trademark registrations for apparel and multiple state trademark registrations.


The Company operates its business through its directly and indirectly owned subsidiaries that hold licenses and have entered into managed service agreements in the states in which they operate. For additional information on wholly-owned or effectively controlled subsidiaries and affiliates of Cresco Labs, refer to Note 2 “Summary of Significant Accounting Policies” under the heading “Basis of Consolidation” of the Company’s Unaudited Condensed Interim Consolidated Financial Statements for the three and six months ended June 30, 2026 and 2025.

FEDERAL REGULATORY ENVIRONMENT
In accordance with the Canadian Securities Administrators Staff Notice 51-352 – Issuers with U.S. Marijuana-Related Activities (“Staff Notice 51-352”), information regarding the current U.S. federal regulatory environment is disclosed in the Company’s 2025 Annual MD&A filed on SEDAR+ and EDGAR under the heading “Federal Regulatory Environment,” which section is incorporated by reference herein. The Company will evaluate, monitor and reassess the disclosures contained herein, and incorporated by reference herein, and any related risks, on an ongoing basis and the same will be supplemented, amended, and communicated to investors in public filings, including in the event of government policy changes or the introduction of new or amended guidance, laws, or regulations regarding marijuana regulation.

THE STATES IN WHICH WE OPERATE, THEIR LEGAL FRAMEWORK AND HOW IT AFFECTS OUR BUSINESS
The Company currently derives a substantial portion of its revenues from the cannabis industry in certain U.S. states, which industry is illegal under U.S. federal law. As of August 6, 2026, the Company believes its operations are in material compliance with all applicable local laws, regulations, and licensing requirements in the states in which we operate.
In accordance with Staff Notice 51-352, information regarding the states that the Company operates in, their legal frameworks and how it affects the Company's business, is disclosed in the Company’s 2025 Annual MD&A filed on SEDAR+ and EDGAR under the heading, “The States in Which We Operate, Their Legal Framework and How It Affects Our Business,” which section is incorporated by reference herein.
For more information about risks related to the U.S. marijuana operations, refer to the discussion of risks and uncertainties set out under the heading “Risk Factors,” located within the Company’s Annual Information Form for the year ended December 31, 2025, filed on SEDAR+ and EDGAR. Additional information relating to the Company, including the Company’s Annual Information Form for the year ended December 31, 2025, is available on SEDAR+ at www.sedarplus.ca.

RECENT DEVELOPMENTS
On June 5, 2026, the Company closed on a credit agreement providing the Company with a $50.0 million Revolving Credit Facility (the “Revolver”). Borrowings under the Revolver will be available to fund growth initiatives, acquisitions, and general corporate purposes. The Revolver accrues interest at a rate of 7.99% and has a stated maturity date of August 13, 2030.
On April 23, 2026, the Justice Department and the Drug Enforcement Administration announced the issuance of an order immediately placing both Food and Drug Administration-approved products containing marijuana and marijuana products regulated by a state medical marijuana license in Schedule III of the Controlled Substances Act, as well as the initiation of an expedited administrative hearing process to consider the broader rescheduling of marijuana from Schedule I to Schedule III. The administrative hearing process commenced on June 29, 2026 and concluded on July 15, 2026. The broader rescheduling proposal remains subject to the ongoing administrative rulemaking process, and the timing and outcome remain uncertain.
On March 9, 2026, a VIE of the Company entered into multiple agreements to acquire four (4) dispensaries. Total consideration is an estimated $14.7 million, subject to certain closing adjustments. Subsequently, on June 8, 2026, a VIE of the Company entered into multiple agreements that went into effect to operate one (1) additional adult-use dispensary for total consideration of an estimated $2.9 million, subject to certain closing adjustments.
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During the first quarter of 2026, the Company entered into a purchase agreement, pending approval, which resulted in the acquisition of nine (9) dispensaries, for the purpose of expanding the Company’s national presence. On April 12, 2026, the Company entered into an management service agreement covering operation of these dispensaries and resulting in consolidation. Total consideration is an estimated $47.8 million, subject to certain closing adjustments.

COMPONENTS OF OUR RESULTS OF OPERATIONS
Revenue
For the three months ended June 30, 2026 and 2025, approximately 69.9% and 67.1%, respectively, of our revenue was derived from Company-owned retail dispensary locations. Retail revenue includes medical and adult-use cannabis sales. Revenue from the wholesale of cannabis products represents the remaining 30.1% and 32.9%, respectively, for the same periods. Sales discounts were approximately 31.8% and 30.0% of gross revenue for the three months ended June 30, 2026 and 2025, respectively. For the six months ended June 30, 2026 and 2025, approximately 68.9% and 67.2%, respectively, of our revenue was derived from Company-owned retail dispensary locations. Revenue from the wholesale of cannabis products represents the remaining 31.1% and 32.8%, respectively, for the same periods. Sales discounts were approximately 31.2% and 29.4% of gross revenue for the six months ended June 30, 2026 and 2025, respectively.
Gross profit
Gross profit is calculated as revenue less cost of goods sold (“COGS”). COGS includes the direct and indirect costs attributable to the cultivation and production of the products sold and is comprised of the following:
Direct and indirect labor costs: Include all salaries, benefits, and taxes for all employees at the cultivation and manufacturing facilities.
Direct supplies: Include direct material costs for maintenance of the plant, supplies and nutrients, production expenses including inventory purchases, packaging costs, and equipment used to process marijuana.
Facility expenses: The facility expenses for the cultivation operations are the cost for the facility, utilities, property taxes, maintenance, and costs associated with monitoring the security systems.
Other operating expenses: Include all costs associated with the facility itself, including insurance, community benefit fees, professional services related to licenses and compliance, uniforms, employee training programs, tracking and inventory management systems, product testing, business development, information technology, license renewal fees, and certain excise taxes.
In addition to market fluctuations, cannabis costs are affected by various state regulations that limit the sourcing and procurement of cannabis products. The changes in regulatory environments may create fluctuations in gross profit over comparative periods. Additionally, gross profit may include the cost of inventory required to be marked to fair value as part of purchase accounting in a business combination.
Selling, general, and administrative expenses (“SG&A”)
SG&A consist of employee salary and benefit costs, depreciation and amortization, professional and legal fees, finance costs, advertising and marketing, office and retail operation costs, share-based compensation, certain excise taxes, technology, insurance, security, travel and entertainment, and rent expense. SG&A is a component of Total operating expenses as discussed in the “Selected Financial Information” section below.
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For the three and six months ended June 30, 2026 and 2025, SG&A was comprised of the following:
Three Months Ended June 30,Six Months Ended June 30,
($ in thousands)2026202520262025
Salaries and benefits$35,504 $30,805 $67,290 $67,183 
Occupancy and facility expenses
7,228 7,173 13,559 13,904 
Depreciation and amortization
6,958 4,420 11,876 9,576 
Professional and legal fees
8,096 3,439 13,659 7,931 
Selling and marketing expense4,204 3,534 6,557 5,135 
Office and general expense2,485 2,210 5,289 5,162 
Share-based compensation
3,403 2,032 8,263 4,107 
Other expense5,708 4,237 11,368 9,894 
Total SG&A$73,586 $57,850 $137,861 $122,892 
Other expense, net
Other expense, net consists mainly of recurring gains (losses) on investments, foreign currency, loss on provision for loan receivables, gain (loss) on disposition of assets, changes in fair value of deferred and contingent consideration, as well as ad hoc expenses, such as gain (loss) on lease termination, and loss on debt extinguishment. These gains (losses) do not generally correlate to revenue. Other expense, net is added to Interest expense, net, to sum to Total other expense, net discussed in the “Selected Financial Information” section below.
For the three and six months ended June 30, 2026 and 2025, Other expense, net consisted of the following:
Three Months Ended June 30,Six Months Ended June 30,
($ in thousands)2026202520262025
Loss on disposal of assets
(1,929)(636)$(1,932)$(805)
Gain (loss) on foreign currency216 (612)417 (642)
Loss on provision - loan receivable(79)(76)(421)(115)
Changes in fair value of deferred and contingent considerations(1,050)460 (709)490 
Gain on asset acquisition94 — 228 — 
Other income, net896 488 1,524 1,043 
Other expense, net$(1,852)$(376)$(893)$(29)
Interest expense, net
Interest expense, net consists mainly of interest on notes and loans payable, financing activities, leases, accretion of debt discount and amortization of deferred financing fees, and interest income. Interest expense, net is included in Total other expense, net discussed in the “Selected Financial Information” section below.
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For the three and six months ended June 30, 2026 and 2025, Interest expense, net consisted of the following:
Three Months Ended June 30,Six Months Ended June 30,
($ in thousands)2026202520262025
Interest expense – notes and loans payable$(11,340)$(9,070)$(22,539)$(19,934)
Interest expense – financing activities(2,742)(2,825)(5,507)(5,669)
Accretion of debt discount and amortization of deferred financing fees(698)(1,259)(1,333)(2,470)
Interest expense – leases(672)(739)(1,356)(1,484)
Interest income407 873 814 1,686 
Other interest expense
(60)(2)(111)(5)
Interest expense, net$(15,105)$(13,022)$(30,032)$(27,876)
Income Taxes
The Company is classified for U.S. federal income tax purposes as a U.S. corporation under Section 7874 of the Internal Revenue Code (“IRC”). The Company is subject to income taxes in the jurisdictions in which it operates and, consequently, income tax expense is a function of the allocation of taxable income by jurisdiction and the various activities that impact the timing of taxable events. As the Company operates in the cannabis industry, the Company is subject to the limits of IRC Section 280E for U.S. federal income tax purposes as well as state income tax purposes. Under IRC Section 280E, the Company is only allowed to deduct expenses directly related to the COGS for operations relating to adult-use cannabis. Effective April 22, 2026, SG&A and COGS expenses are deductible for operations relating to medical cannabis. This results in permanent differences between ordinary and necessary business expenses deemed non-allowable under IRC Section 280E.
However, beginning in 2024, the Company began taking an uncertain tax position on its tax returns (beginning with 2023 originally filed tax returns) that its operations are not subject to IRC Section 280E and therefore intends to deduct such expenses with a related uncertain tax liability offsetting such deductions. The Company continues to take this position for the full year 2026 for both state licensed medical and adult use cannabis. Additionally, certain states including Arizona, California, Illinois, Massachusetts, Michigan, Pennsylvania, and New York do not conform to IRC Section 280E and, accordingly, the Company generally deducts all operating expenses on its income tax returns in these states.
The April 2026 federal rescheduling order has a material effect on our future results of operations, cash flows, and liquidity, particularly because it eliminates the application of IRC Section 280E to our state-licensed medical cannabis operations effective April 22, 2026. Such impact depends on, among other things, the scope of our qualifying medical cannabis activities, our ability to substantiate deductions attributable to those activities, future Treasury, Internal Revenue Service, Department of Justice, Drug Enforcement Administration (“DEA”), and state regulatory guidance, and the outcome of pending DEA proceedings regarding broader rescheduling for adult use cannabis. The Company has adjusted its income tax provision during the quarter ended June 30, 2026 to reflect an effective date of April 22, 2026 for state-licensed medical cannabis no longer being subject to IRC Section 280E. We continue to wait for guidance on whether the change to medical cannabis will be applied retroactively and for the results of the rescheduling hearings for adult use cannabis. As more guidance becomes available , we will continue to evaluate whether to file amended returns and whether changes to our systems, controls, and cost allocation methodologies are required. At this time, we cannot be certain of the amount of tax benefit that will be realized, that the order will improve our access to capital or banking services, or that additional federal regulatory changes will occur.

SELECTED FINANCIAL INFORMATION
The Company reports results of operations of its affiliates from the date that control commences, either through the purchase of the business, through a management agreement, or through other arrangements that grant such control. The following selected financial information includes only the results of operations after the Company established control of its affiliates. Accordingly, the information included below may not be representative of the results of operations if such affiliates had included their results of operations for the entire reporting period. For discussion of
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our fiscal 2025 results of operations and comparison with fiscal 2024 results of operations, please refer to “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” filed on SEDAR+ on March 5, 2026 and EDGAR on March 6, 2026.
Summary of Unaudited Quarterly Results
($ in thousands)202620252024
Q2Q1Q4Q3Q2Q1Q4Q3
Revenues, net$173,341 $151,325 $161,553 $164,913 $163,624 $165,757 $175,909 $179,783 
Income (loss) from operations13,361 11,173 (75,545)17,828 16,141 13,589 19,406 26,343 
Net income (loss) attributable to Cresco Labs Inc.16,796 (13,072)(87,588)(17,054)(16,334)(14,432)(4,372)(10,541)
Basic EPS$0.05 $(0.04)$(0.25)$(0.05)$(0.05)$(0.04)$(0.01)$(0.03)
Diluted EPS$0.04 $(0.04)$(0.25)$(0.05)$(0.05)$(0.04)$(0.01)$(0.03)
Results of Operations
Three Months Ended June 30, 2026 Compared to the Three Months Ended June 30, 2025
The following tables set forth selected consolidated financial information for the periods indicated that are derived from our Unaudited Condensed Interim Consolidated Financial Statements and the respective accompanying notes prepared in accordance with GAAP.
The selected unaudited consolidated financial information set out below may not be indicative of the Company’s future performance:
Three Months Ended June 30,
($ in thousands)20262025$ Change% Change
Revenues, net$173,341 $163,624 $9,717 5.9 %
Cost of goods sold86,394 80,368 6,026 7.5 %
Gross profit86,947 83,256 3,691 4.4 %
Selling, general, and administrative73,586 57,850 15,736 27.2 %
Impairment loss— 9,265 (9,265)(100.0)%
Total operating expenses73,586 67,115 6,471 9.6 %
Total other expense, net(16,957)(13,398)(3,559)26.6 %
Income tax benefit (expense)18,966 (16,636)35,602 (214.0)%
Net income (loss)1
$15,370 $(13,893)$29,263 (210.6)%
1Net income (loss) includes amounts attributable to non-controlling interests.
Revenues, net
Revenue for the three months ended June 30, 2026, increased $9.7 million, or 5.9%, compared to the three months ended June 30, 2025. The increase in revenue was primarily driven by dispensary acquisitions in Pennsylvania, retail growth in Ohio due to legalizing adult-use of cannabis, and wholesale growth in Massachusetts and Ohio. The increase was partially offset by reduced operations in California compared to the prior year period as well as price compression and increased competition in Illinois.
COGS and Gross profit
COGS for the three months ended June 30, 2026, increased $6.0 million, or 7.5%, compared to the three months ended June 30, 2025. The increase was primarily attributable to increased sales in Pennsylvania driven by dispensary acquisitions.
Gross profit increased by $3.7 million, or 4.4%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The increase in gross profit was primarily driven by increased sales in Pennsylvania, Ohio, and Massachusetts. As a percentage of revenue, gross profit was 50.2% and 50.9% for the three months ended June 30, 2026 and June 30, 2025, respectively. The slight decrease in gross profit as a percentage of revenue was driven by compressed margins from higher margin states.
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Total operating expenses
Total operating expenses for the three months ended June 30, 2026, increased $6.5 million, or 9.6%, compared to the three months ended June 30, 2025. The increase was primarily attributable to an increase in salaries and benefits expense and professional and legal fees. The increase was partially offset by $9.3 million of impairment charges recognized during the three months ended June 30, 2025, with no impairment charges were recognized for the three months ended June 30, 2026.
Total other expense, net
Total other expense, net for the three months ended June 30, 2026, increased $3.6 million, or 26.6%, compared to the three months ended June 30, 2025. The increase was primarily attributable to increased interest expense on notes and loans payable, most notably interest on the Senior Secured Term Loan, as well as unfavorable changes in fair value of deferred and contingent considerations compared to the prior year period.
Provision for income taxes
Income tax benefit for the three months ended June 30, 2026 was $19.0 million, compared to $16.6 million of income tax expense for the three months ended June 30, 2025. The $35.6 million change was primarily a result of the change to qualifying state licensed medical cannabis.
Net income (loss)
Net income for the three months ended June 30, 2026, increased $29.3 million compared to the three months ended June 30, 2025. The change was primarily driven by the decrease in income tax expense discussed above.

Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025

The following tables set forth selected consolidated financial information for the periods indicated that are derived from our Unaudited Condensed Interim Consolidated Financial Statements and the respective accompanying notes prepared in accordance with GAAP.

The selected consolidated financial information set out below may not be indicative of the Company’s future performance:
Six Months Ended June 30,
($ in thousands)20262025$ Change% Change
Revenues, net$324,666 $329,381 $(4,715)(1.4)%
Cost of goods sold162,270 167,494 (5,224)(3.1)%
Gross profit162,396 161,887 509 0.3 %
Selling, general, and administrative137,861 122,892 14,969 12.2 %
Impairment loss— 9,265 (9,265)(100.0)%
Total operating expenses137,861 132,157 5,704 4.3 %
Total other expense, net(30,925)(27,905)(3,020)10.8 %
Income tax benefit (expense)4,746 (30,952)35,698 (115.3)%
Net loss1
$(1,644)$(29,127)$27,483 (94.4)%
1Net loss includes amounts attributable to non-controlling interests.

Revenues, net
Revenue for the six months ended June 30, 2026, decreased $4.7 million, or 1.4%, compared to the six months ended June 30, 2025. The decrease in revenue was primarily driven by increased competition, price compression, and price discounting in the Illinois, Florida, and Pennsylvania markets; disruption in the Michigan market following the introduction of an excise tax; and reduced operations in California compared to the prior year period. The decrease was partially offset by retail growth in Pennsylvania due to dispensary acquisitions, growth in Ohio due to legalizing adult-use of cannabis, as well as wholesale growth in Massachusetts.

7


COGS and Gross profit
COGS for the six months ended June 30, 2026, decreased $5.2 million, or 3.1%, compared to the six months ended June 30, 2025. The decrease was primarily attributable to lower sales in Illinois and reduced operations in California offset by increased sales in Pennsylvania driven by dispensary acquisitions.
Gross profit increased by $0.5 million, or 0.3%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The increase in gross profit was primarily driven by increased sales in Ohio offset by lower sales in Illinois. As a percentage of revenue, gross profit was 50.0% and 49.1% for the six months ended June 30, 2026 and June 30, 2025, respectively. The increase in gross profit as a percentage of revenue was driven by increased sales from higher margin states.
Total operating expenses
Total operating expenses for the six months ended June 30, 2026, increased $5.7 million, or 4.3%, compared to the six months ended June 30, 2025. The increase was primarily attributable to an increase in professional and legal fees and share-based compensation. The increase was partially offset by $9.3 million of impairment charges recognized for the six months ended June 30, 2025, with no impairment charges recognized during the six months ended June 30, 2026.
Total other expense, net
Total other expense, net for the six months ended June 30, 2026, increased $3.0 million, or 10.8%, compared to the six months ended June 30, 2025. The increase was primarily attributable to increased interest expense on notes and loans payable, most notably interest on the Senior Secured Term Loan, as well as unfavorable changes in fair value of deferred and contingent considerations compared to the prior year period.
Provision for income taxes
Income tax benefit for the six months ended June 30, 2026 was $4.7 million, compared to $31.0 million of income tax expense for the six months ended June 30, 2025. The $35.7 million change was primarily a result of the change to qualifying state licensed medical cannabis.
Net loss
Net loss for the six months ended June 30, 2026, decreased $27.5 million compared to the six months ended June 30, 2025. The decrease in net loss was primarily driven by the decrease in income tax expense discussed above.

NON-GAAP FINANCIAL MEASURES
Earnings before interest, taxes, depreciation, and amortization (“EBITDA”) and Adjusted EBITDA (defined below) are non-GAAP financial measures and do not have standardized definitions under GAAP and may not be comparable to similar measures presented by other issuers. The Company has provided the non-GAAP financial measures, which are not calculated or presented in accordance with GAAP, as supplemental information and in addition to the financial measures that are calculated and presented in accordance with GAAP. These supplemental non-GAAP financial measures are presented because management has evaluated the financial results both including and excluding the adjusted items and believe that the supplemental non-GAAP financial measures presented provide additional perspectives and insights when analyzing the core operating performance of the business. This provides useful information for investors, allowing them to gain a clearer understanding of the Company’s operating performance and make more informed investment decisions. These supplemental non-GAAP financial measures should not be considered superior to, as a substitute for, or as an alternative to and should only be considered in conjunction with, the GAAP financial measures presented herein. Accordingly, the Company has included below reconciliations of the supplemental non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP.
8


Three Months Ended June 30,Six Months Ended June 30,
($ in thousands)20262025$ Change
% Change2
20262025$ Change
% Change2
Net income (loss)1
$15,370 $(13,893)$29,263 (210.6)%$(1,644)$(29,127)$27,483 (94.4)%
Depreciation and amortization12,656 12,190 466 3.8 %24,872 25,096 (224)(0.9)%
Interest expense, net15,105 13,022 2,083 16.0 %30,032 27,876 2,156 7.7 %
Income tax (benefit) expense(18,966)16,636 (35,602)(214.0)%(4,746)30,952 (35,698)(115.3)%
EBITDA (non-GAAP) $24,165 $27,955 $(3,790)(13.6)%$48,514 $54,797 $(6,283)(11.5)%
Other expense, net
1,852 376 1,476 392.6 %893 29 864 nm
Fair value mark-up for acquired inventory1,312 — 1,312 100.0 %1,905 — 1,905 100.0 %
Adjustments for acquisition and other non-core costs8,437 734 7,703 nm12,099 7,749 4,350 56.1 %
Impairment loss
— 9,265 (9,265)(100.0)%— 9,265 (9,265)(100.0)%
Share-based compensation3,773 2,546 1,227 48.2 %9,028 5,269 3,759 71.3 %
Adjusted EBITDA (non-GAAP)$39,539 $40,876 $(1,337)(3.3)%$72,439 $77,109 $(4,670)(6.1)%
1Net loss includes amounts attributable to non-controlling interests.
2Percentage changes shown as “nm” (not meaningful) are values greater than 399%.

Adjusted EBITDA, a non-GAAP financial measure, is defined as EBITDA, excluding Other expense, net; adjustments for acquisition and other non-core costs; and share-based compensation. Non-core costs include non-operating costs, such as costs related to acquisitions and restructuring, unique legal expenses, and other expenses that are mostly one-time in nature. Adjusted EBITDA was $39.5 million for the three months ended June 30, 2026, compared to $40.9 million for the three months ended June 30, 2025. The decrease in adjusted EBITDA of $1.3 million is primarily due an increase in salaries and benefits expense driven by higher payroll costs as a result of an increased headcount related to dispensary acquisitions. Adjusted EBITDA was $72.4 million for the six months ended June 30, 2026, compared to $77.1 million for the six months ended June 30, 2025. The decrease in adjusted EBITDA of $4.7 million is primarily driven by an increase in operating expenses such as professional and legal fees and selling and marketing expenses.

9


LIQUIDITY AND CAPITAL RESOURCES
Overview
Our primary sources of liquidity are cash and cash equivalents from the operations of our business, debt, and equity offerings. Our principal uses of cash include working capital related items, capital expenditures, debt, and tax related payments. Additionally, we may use cash for acquisitions and other investing or financing activities.
As of June 30, 2026, the Company held $32.9 million in Cash and cash equivalents and $34.5 million in Restricted cash, included in both Restricted cash and Other non-current assets on the Unaudited Condensed Interim Consolidated Balance Sheets, compared to $57.9 million in Cash and Cash equivalents, and $36.4 million in Restricted cash at December 31, 2025.
The Company is generally able to access private and/or public financing through, but not limited to, institutional lenders, such as the agreement for the Senior Secured Term Loan of $325.0 million, which closed on August 13, 2025, that bears an interest rate of 12.5% and matures on August 13, 2030. This refinancing, along with existing cash on hand, was used to repay the Company’s prior facility of $360.0 million, reducing total debt. Additionally, on June 5, 2026, the Company closed on the Revolving Credit Facility of $50.0 million, which matures on August 13, 2030 and bears a 7.99% interest rate. JDRC Ellenville, LLC (Ellenville), an indirect subsidiary of the Company, entered into a $25.3 million loan on September 26, 2023, and amended on October 3, 2025, secured by real estate and improvements thereto. In addition, the Company has received and has access to private loans through individual investors and private and public equity raises. As of June 30, 2026, the Company was in compliance with all covenants.
The Company expects cash on hand and cash flows from operations, along with the private and/or public financing options discussed above, will be adequate to meet capital requirements and operational needs for the next twelve months. We cannot guarantee this will be the case, or that our assumptions regarding revenues and expenses underlying this belief will be accurate. If, in the future, we require more liquidity than contemplated, we may need to raise additional funds through debt and/or equity offerings. Adequate funds may not be available when needed or may not be available on terms favorable to us. If additional funds are raised by issuing equity securities, dilution to existing shareholders may result. If we raise additional funds by obtaining loans from third parties, the terms of those financing arrangements may include negative covenants or other restrictions on our business that could impair our operational flexibility and would also require us to fund additional interest expense.
If funding is insufficient at any time in the future, we may be unable to develop or enhance our products or services, take advantage of business opportunities, or respond to competitive pressures, any of which could have a material adverse effect on our business, financial condition, and results of operations.

Cash Flows
Operating Activities
Net cash provided by operating activities was $9.8 million for the six months ended June 30, 2026, a decrease of $29.5 million compared to $39.3 million of net cash provided by operating activities during the six months ended June 30, 2025. The $29.5 million decrease was primarily attributable to an increase in accounts payable and accrued liabilities payments due to the Senior Secured Term Loan refinancing, and a net benefit from improved collections of accounts receivables in the prior year period.
Investing Activities
Net cash used in investing activities was $23.7 million for the six months ended June 30, 2026, a increase of $2.3 million compared to $21.3 million during the six months ended June 30, 2025. The increase in net cash used in investing activities was primarily driven by acquisitions and increased purchases of intangibles.
Financing Activities
Net cash used in financing activities was $13.1 million for the six months ended June 30, 2026, a increase of $3.9 million compared to $9.2 million for the six months ended June 30, 2025. The increase was primarily driven by tax distributions paid in accordance with our tax receivable agreement and the closing of our Revolver.
10



OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance sheet arrangements that have, or are reasonably likely to have a current or future effect on financial performance or financial condition, including without limitation, such considerations as liquidity and capital resources.

CONTRACTUAL OBLIGATIONS
The Company has the following contractual obligations as of June 30, 2026:
($ in thousands)< 1 Year1 to 3 Years3 to 5 Years> 5 YearsTotal
Deferred and contingent consideration, short-term$41,429 $— $— $— $41,429 
Operating leases liabilities22,242 63,128 61,630 111,261 258,261 
Finance lease liabilities2,696 10,371 8,244 9,979 31,290 
Deferred and contingent consideration, long-term— 19,421 — — 19,421 
Short-term borrowings and Long-term notes and loans payable22,202 118,094 416,314 80,566 637,176 
Tax receivable agreement liability5,513 11,273 12,019 42,826 71,631 
Other long-term liabilities— 1,000 — — 1,000 
Total obligations as of June 30, 2026
$94,082 $223,287 $498,207 $244,632 $1,060,208 

RELATED PARTY TRANSACTIONS
See Note 11 “Related Party Transactions” in the Unaudited Condensed Interim Consolidated Financial Statements for the Company’s disclosures on related party transactions.

FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT
The Company is exposed in varying degrees to a variety of financial instrument-related risks. The Board of Directors and Company management mitigate these risks by assessing, monitoring, and approving the Company’s risk management processes:
(a)Credit and Banking Risk
Credit risk is the risk of a potential loss to the Company if a customer or a third-party to a financial instrument fails to meet its contractual obligations. The maximum credit exposure as of June 30, 2026 and December 31, 2025 is the carrying amount of cash, accounts receivable, and loans receivable. The Company does not have significant credit risk with respect to its growth in its key retail markets, as payment is typically due upon transferring the goods to the customer at our dispensaries, which currently accept only cash and debit cards. Additionally, the Company does not have significant credit risk with respect to its loan counterparties as the interest rate on the Senior Secured Term Loan is not variable and therefore, is not materially impacted by interest rate increases enacted by the Federal Reserve. The interest rate on our Mortgage Loans is based on the FHLB Five Year Classic Regular Advance Rates which matures every five (5) years and does not pose a significant credit risk. Although all deposited cash is placed with U.S. financial institutions in good standing with regulatory authorities, changes in U.S. federal banking laws related to the deposit and holding of funds derived from activities related to the cannabis industry require additional reforms and protections. In 2023, the Senate Banking Committee passed the SAFER Banking Act with bipartisan support, but it was not taken up on the Senate floor and died at the end of the 118th Congress. In June 2026, the SAFE Banking Act bill was refiled in both the Senate and House of Representatives. However, as of the date of this MD&A, the SAFE Banking Act has not been brought to a vote in the Senate or the House of Representatives, and there have been no further substantive legislative actions. Given that current U.S. federal law provides that the production and possession of cannabis is
11


illegal, there is a strong argument that banks cannot accept or deposit funds from businesses involved with the cannabis industry, leading to an increased risk of legal actions against the Company and forfeitures of the Company’s assets. While recent federal rescheduling actions may reduce risks associated with state-licensed medical cannabis activities, cannabis remains subject to significant federal regulation, and adult-use cannabis activities remain federally prohibited. Accordingly, uncertainty regarding access to banking and other financial services persists.
(b)Asset Forfeiture Risk
Because the cannabis industry remains illegal under U.S. federal law, any property owned by participants in the cannabis industry, which are either used in the course of conducting such business, or are the proceeds of such business, could be subject to seizure by law enforcement and subsequent civil asset forfeiture. Even if the owner of the property was never charged with a crime, the property in question could still be seized and subject to an administrative proceeding by which, with minimal due process, it could be subject to forfeiture. Although recent federal rescheduling actions may reduce risks associated with state-licensed medical cannabis activities, cannabis-related assets remain subject to potential federal enforcement and forfeiture, and the extent to which such actions may affect asset forfeiture risk remains uncertain.
(c)Liquidity Risk
The accompanying unaudited condensed interim consolidated financial statements have been prepared assuming that the Company will continue as a going concern. For the six months ended June 30, 2026, the Company has generated positive cash flows from operations and implemented certain cost cutting measures, which are expected to improve cash from operations.
Liquidity risk is the risk that the Company will not be able to meet its financial obligations associated with financial liabilities. The Company primarily manages liquidity risk through the management of its capital structure by ensuring that it will have sufficient liquidity to settle obligations and liabilities when due. As of June 30, 2026, the Company had working capital (defined as current assets less current liabilities) of $108.0 million. The Company also expects to be able to continue to raise debt or equity based capital, or sell certain assets, if needed, to fund operations and the expansion of its business.
(d)Market Risk
(i)Currency Risk
The operating results and balance sheet of the Company are reported in USD. As of June 30, 2026 and December 31, 2025, the Company’s financial assets and liabilities are primarily in USD. However, from time to time, some of the Company’s financial transactions are denominated in currencies other than USD. The results of the Company’s operations are subject to currency transaction and translation risks. During the three and six months ended June 30, 2026, the Company recorded a $0.2 million and $0.4 million gain in foreign currency exchange, respectively. The Company recorded a $0.6 million loss in foreign currency exchange during both the three and six months ended June 30, 2025.
As of June 30, 2026 and December 31, 2025, the Company had no hedging agreements in place with respect to foreign exchange rates. The Company has not entered into any agreements or purchased any instruments to hedge possible currency risks at this time.
(ii)Interest Rate Risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. An increase or decrease in the Company’s incremental borrowing rate would result in an associated increase or decrease in interest expense, net. The Company’s Senior Secured Term Loan accrues interest at a rate of 12.5% per annum and has an effective interest rate of 13.8%. The Company’s Revolving Credit Facility accrues interest at a rate of 7.99% per annum. The Company’s Mortgage Loans accrue interest at a rate of 8.4% per annum and have an effective interest rate of 10.2%.
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(iii)Price Risk
Price risk is the risk of variability in fair value due to movements in equity or market prices. The Company is subject to price risk related to deferred and contingent considerations that are valued based on the Company’s own stock price. An increase or decrease in stock price would result in an associated increase or decrease to deferred and contingent considerations with a corresponding change to Other expense, net.
(iv)Tax Risk
Tax risk is the risk of changes in the tax environment that would have a material adverse effect on the Company’s business, results of operations, and financial condition. Currently, state-licensed marijuana businesses are assessed a comparatively high effective federal tax rate on adult use cannabis due to IRC Section 280E, which bars businesses from deducting all expenses except their COGS when calculating federal tax liability. Any increase in tax levies resulting from additional tax measures may have a further adverse effect on the operations of the Company, while any decrease in such tax levies will be beneficial to future operations. See Note 17 “Provision for Income Taxes and Deferred Income Taxes” for the Company’s disclosure of uncertain tax positions.
(v)Regulatory Risk
Regulatory risk pertains to the risk that the Company’s business objectives are contingent, in part, upon the compliance of regulatory requirements. Due to the nature of the industry, the Company recognizes that regulatory requirements are more stringent and punitive in nature. Any delays in obtaining, or failure to obtain regulatory approvals can significantly delay operational and product development and can have a material adverse effect on the Company’s business, results of operations, and financial condition. The Company is cognizant of the advent of regulatory changes occurring in the cannabis industry on the city, state, and national levels. Although the regulatory outlook on the cannabis industry has been moving in a positive trend, any unforeseen regulatory changes could have a material adverse impact on the goals and operations of the Company’s business.
(vi) Economic Risk
The Company’s business, financial condition, and operating results may be negatively impacted by challenging global economic conditions. A global economic slowdown would cause disruptions and extreme volatility in global financial markets, increased rates of default and bankruptcy and declining consumer and business confidence, which can lead to decreased levels of consumer spending. These macroeconomic developments could negatively impact the Company’s business, which depends on the general economic environment and levels of consumer spending. As a result, the Company may not be able to maintain its existing customers or attract new customers, or the Company may be forced to reduce the price of its products. The Company is unable to predict the likelihood of the occurrence, duration, or severity of such disruptions in the credit and financial markets or adverse global economic conditions. Any general or market-specific economic downturns could have a material adverse effect on our business, financial condition, and operating results.
(vii) Inflation Risk
The Company anticipates inflationary pressures to continue throughout 2026. The Company maintains strategies to mitigate the impact of higher raw material, energy, and commodity costs, which include cost reduction, sourcing, and other actions, which may help to offset a portion of the adverse impact.

13


SUMMARY OF OUTSTANDING SHARE AND SHARE-BASED DATA
Cresco Labs has the following securities issued and outstanding, as of June 30, 2026:
Securities
Number of Shares
(in thousands)
Super Voting Shares500
Subordinate Voting Shares1
355,589
Proportionate Voting Shares2
16,258
Special Subordinate Voting Shares3
2
Redeemable Units4
84,299
1Subordinate Voting Shares includes shares pending issuance or cancellation
2Proportionate Voting Shares presented on an “as-converted” basis to Subordinate Voting Shares (1-to-200)
3Special Subordinate Voting Shares presented on an “as-converted” basis to Subordinate Voting Shares (1-to-0.00001)
4 Redeemable units of Cresco Labs, LLC, each of which is exchangeable for one (1) Subordinate Voting Shares
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Cresco Labs
Exhibit 99.3
Page 1 of 9
Cresco Labs Reports Second Quarter 2026 Financial Results; Delivers $173 Million in Revenue and $40 Million in Adjusted EBITDA
CHICAGO – August 6, 2026 – Cresco Labs Inc. (CSE: CL) (OTCQX: CRLBF) (FSE: 6CQ) (“Cresco Labs” or the “Company”), the industry leader in branded cannabis products with a portfolio of America’s most popular brands and the operator of Sunnyside dispensaries, today released its financial and operating results for the second quarter ended June 30, 2026. All financial information presented in this release is reported in accordance with U.S. GAAP and in U.S. dollars, unless otherwise indicated, and is available on the Company’s investor website, here.
Second Quarter 2026 Highlights
Second quarter revenue of $173 million.
Gross profit of $87 million. Adjusted gross profit1 of $89 million; and an Adjusted gross margin1 of 51.6%.
SG&A of $63 million or 36.5% of revenue. Adjusted SG&A of $55 million or 32.0%. The difference between SG&A and Adjusted SG&A is primarily attributable to one-time and non-recurring costs associated with M&A, uplisting preparedness and federal reform.
Net income of $15 million.
Second quarter Adjusted EBITDA1 of $40 million and Adjusted EBITDA margin1 of 22.8%.
Retained the No. 1 share position in multiple billion dollar markets.2

Management Commentary
“Q2 delivered growth ahead of expectations, with revenue up 15% sequentially to $173 million and Adjusted EBITDA up 20% sequentially. In Pennsylvania, we completed our first quarter operating nine acquired dispensaries and improved their gross profit dollars by 11% before rebranding a single store — demonstrating that our integration model creates measurable value. In Ohio, our newest Sunnyside locations are among the highest-performing new openings statewide, and in Kentucky, our first branded products reached patients in June as we transition from build-out into revenue generation. I want to thank the Cresco team. Quarters like this don't happen by accident.”
Rescheduling is the first true federal reform this industry has achieved, and it directly improves the underlying economics of our business. Removing 280E strengthens net income and balance sheets, and opens a path to U.S. exchange listings and broader capital markets access. We are executing on everything within our control to prepare for the opportunity. Cresco is ready."
Leadership Transition

Sharon Schuler has decided to step down from her role as Chief Financial Officer. Ms. Schuler will continue to support the Company through the transition, and the Board thanks her for her contributions strengthening the Company's financial infrastructure and positioning Cresco for its next chapter. The Company has initiated a search for a Chief Financial Officer who will support the Company’s strategic priorities, and Mark Stortz, Senior Vice President and Corporate Controller, will serve as interim Chief Financial Officer during the search.

1 See “Non-GAAP Financial Measures” at the end of this press release for more information regarding the Company’s use of non-GAAP financial measures.
2 According to Hoodie Analytics.

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Page 2 of 9


Balance Sheet and Other Financial Information
As of June 30, 2026, the Company had $67 million of cash, cash equivalents, and restricted cash, a senior secured term loan, net of discount and issuance costs, of $311 million and a mortgage loan, net of discount and issuance costs, of $19 million.
Total shares on a fully converted basis to Subordinate Voting Shares were 506,844,777 as of June 30, 2026.
Earnings Webcast
The Company will host an earnings webcast to discuss its financial results on Thursday, August 6, 2026, at 8:30am Eastern Time (7:30am Central Time). The earnings call may be accessed via webcast, here. Archived access to the webcast will be available for one year on Cresco Labs’ investor website, here.
Consolidated Financial Statements
The financial information reported in this press release is based on unaudited management prepared financial statements for the quarter ended June 30, 2026. These financial statements have been prepared in accordance with U.S. GAAP. The Company expects to file its unaudited condensed interim consolidated financial statements for the quarter ended June 30, 2026, on SEDAR+ and EDGAR on or about August 6, 2026. Accordingly, such financial information may be subject to change. All financial information contained in this press release is qualified in its entirety with reference to such financial statements. While the Company does not expect there to be any material changes between the information contained in this press release and the consolidated financial statements it files on SEDAR+ and EDGAR, to the extent that the financial information contained in this press release is inconsistent with the information contained in the Company’s financial statements, the financial information contained in this press release shall be deemed to be modified or superseded by the Company’s filed financial statements. The making of a modifying or superseding statement shall not be deemed an admission, for any purposes, that the modified or superseded statement, when made, constituted a misrepresentation for purposes of applicable securities laws. Further, the reader should refer to the additional disclosures in the Company’s audited financial statements for the year ended December 31, 2025, filed on SEDAR+ and EDGAR.
Cresco Labs references certain non-GAAP financial measures throughout this press release, which may not be comparable to similar measures presented by other issuers. Please see the “Non-GAAP Financial Measures” section below for more detailed information.
Non-GAAP Financial Measures
This release reports its financial results in accordance with U.S. GAAP and includes certain non-GAAP financial measures that do not have standardized definitions under U.S. GAAP. The non-GAAP measures include: Earnings before interest, taxes, depreciation, and amortization (“EBITDA”); Adjusted EBITDA; Adjusted EBITDA margin; Adjusted gross profit; Adjusted gross profit margin; Adjusted selling, general, and administrative expenses (“Adjusted SG&A”), Adjusted SG&A margin; and Free Cash Flow are non-GAAP financial measures and do not have standardized definitions under U.S. GAAP. The Company defines these non-GAAP financial measures as follows: EBITDA as net loss (income) before interest, taxes, depreciation, and amortization; Adjusted EBITDA as EBITDA less other (expense) income, net, fair value mark-up for acquired inventory, adjustments for acquisition and non-core costs, impairment and share-based compensation; Adjusted EBITDA Margin as Adjusted EBITDA divided by revenues, net; Adjusted gross profit as gross profit less fair value mark-up for acquired inventory and adjustments for acquisition and non-core costs; Adjusted gross profit margin as Adjusted gross profit divided by


Cresco Labs
Page 3 of 9


revenues, net; Adjusted SG&A as SG&A less adjustments for acquisition and non-core costs; Adjusted SG&A margin as Adjusted SG&A divided by revenues, net; and Free Cash Flow as Net cash provided by operating activities less purchases of property and equipment and proceeds from tenant improvement allowances. The Company has provided the non-GAAP financial measures, which are not calculated or presented in accordance with U.S. GAAP, as supplemental information and in addition to the financial measures that are calculated and presented in accordance with U.S. GAAP and may not be comparable to similar measures presented by other issuers. These supplemental non-GAAP financial measures are presented because management has evaluated the financial results both including and excluding the adjusted items and believe that the supplemental non-GAAP financial measures presented provide additional perspective and insights when analyzing the core operating performance of the business. These supplemental non-GAAP financial measures should not be considered superior to, as a substitute for or as an alternative to, and should only be considered in conjunction with, the U.S. GAAP financial measures presented herein. Accordingly, the Company has included below reconciliations of the supplemental non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with U.S. GAAP.
This news release constitutes a “designated news release” for the purposes of the Company’s prospectus supplement dated January 29, 2026, to its short form base shelf prospectus dated October 3, 2025.
About Cresco Labs Inc.
Cresco Labs’ mission is to normalize and professionalize the cannabis industry through a CPG approach to building national brands and a customer-focused retail experience, while acting as a steward for the industry on legislative and regulatory-focused initiatives. As a leader in cultivation, production, and branded product distribution, the Company is leveraging its scale and agility to grow its portfolio of brands that include Cresco, High Supply, FloraCal, Good News, Wonder Wellness Co., Mindy’s, and Remedi, on a national level. The Company also operates highly productive dispensaries nationally under the Sunnyside brand that focus on building patient and consumer trust and delivering ongoing education and convenience in a wonderfully traditional retail experience. Through year-round policy, community outreach and SEED initiative efforts, Cresco Labs embraces the responsibility to support communities through authentic engagement, economic opportunity, investment, workforce development, and legislative initiatives designed to create the most responsible, respectable and robust cannabis industry possible. Learn more about Cresco Labs’ journey by visiting www.crescolabs.com or following the Company on Facebook, X or LinkedIn.
Forward-Looking Statements
This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation and may also contain statements that may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995 (collectively, “forward-looking statements”). Such forward-looking statements are not representative of historical facts or information or current condition but instead represent only the Company’s beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Company’s control. Generally, such forward-looking statements can be identified by the use of forward-looking terminology such as, ‘may,’ ‘will,’ ‘should,’ ‘could,’ ‘would,’ ‘expects,’ ‘plans,’ ‘anticipates,’ ‘believes,’ ‘estimates,’ ‘projects,’ ‘predicts,’ ‘potential,’ or ‘continue,’ or the negative of those forms or other comparable terms. The Company’s forward-looking statements involve known and unknown risks, uncertainties, and other factors which may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements,


Cresco Labs
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including but not limited to those risks discussed under “Risk Factors” in the Company’s Annual Information Form for the year ended December 31, 2025, filed on SEDAR+ and EDGAR, other documents filed by the Company with Canadian securities regulatory authorities; and other factors, many of which are beyond the control of the Company. Readers are cautioned that the foregoing list of factors is not exhaustive. Because of these uncertainties, you should not place undue reliance on the Company’s forward-looking statements. No assurances are given as to the future trading price or trading volumes of Cresco Labs’ shares, nor as to the Company’s financial performance in future financial periods. The Company does not intend to update any of these factors or to publicly announce the result of any revisions to any of the Company’s forward-looking statements contained herein, whether as a result of new information, any future event, or otherwise. Except as otherwise indicated, this press release speaks as of the date hereof. The distribution of this press release does not imply that there has been no change in the affairs of the Company after the date hereof or create any duty or commitment to update or supplement any information provided in this press release or otherwise.


Cresco Labs
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Cresco Labs Inc.
Financial Information and Non-GAAP Reconciliations
(All amounts expressed in thousands of U.S. Dollars)
Unaudited Consolidated Statements of Operations
For the Three Months Ended June 30, 2026, March 31, 2026, and June 30, 2025
For the Three Months Ended
($ in thousands)
June 30,
2026
March 31, 2026
June 30,
2025
Revenues, net
$
173,341 
$
151,325 
$
163,624 
Cost of goods sold
86,394 
75,876 
80,368 
Gross profit
86,947 
75,449 
83,256 
Gross profit %
50.2 
%
49.9 
%
50.9 
%
Operating expenses:
Selling, general, and administrative
63,225 
54,496 
51,398 
Share-based compensation
3,403 
4,861 
2,032 
Depreciation and amortization
6,958 
4,919 
4,420 
Impairment loss
— 
— 
9,265 
Total operating expenses
73,586 
64,276 
67,115 
Income from operations
13,361 
11,173 
16,141 
Other (expense) income, net:
Interest expense, net2
(15,105)
(14,927)
(13,022)
Other (expense) income, net2
(1,852)
960 
(376)
Total other expense, net
(16,957)
(13,967)
(13,398)
(Loss) income before income taxes
(3,596)
(2,794)
2,743 
Income tax benefit (expense)
18,966 
(14,220)
(16,636)
Net income (loss)1
$
15,370 
$
(17,014)
$
(13,893)
1Net income (loss) includes amounts attributable to non-controlling interests.
2Certain immaterial prior period amounts were reclassified to conform to the current presentation.




Cresco Labs
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Cresco Labs Inc.
Unaudited Reconciliation of Gross Profit to Adjusted Gross Profit (Non-GAAP)
For the Three Months Ended June 30, 2026, March 31, 2026, and June 30, 2025
For the Three Months Ended
($ in thousands)
June 30, 2026
March 31, 2026
June 30, 2025
Revenues, net
$
173,341 
$
151,325 
$
163,624 
Cost of goods sold1
86,394 
75,876 
80,368 
Gross profit
$
86,947 
$
75,449 
$
83,256 
Fair value mark-up for acquired inventory
1,312 
593 
— 
Cost of goods sold adjustments for acquisition and other non-core costs
1,206 
702 
(508)
Adjusted gross profit (Non-GAAP)
$
89,465 
$
76,744 
$
82,748 
Adjusted gross profit % (Non-GAAP)
51.6 
%
50.7 
%
50.6 
%
1 Production (cultivation, manufacturing, and processing) costs related to products sold during the period.

Cresco Labs Inc.
Summarized Consolidated Statements of Financial Position
As of June 30, 2026 and December 31, 2025
($ in thousands)
June 30, 2026
December 31, 2025
(unaudited)
Cash, cash equivalents, and restricted cash (current)
$
64,114 
$
91,086 
Other current assets
181,540 
168,187 
Property and equipment, net
326,887 
327,192 
Intangible assets, net
321,039 
275,342 
Goodwill
221,985 
208,173 
Other non-current assets
147,755 
127,320 
Total assets
$
1,263,320 
$
1,197,300 
Total current liabilities
$
137,702 
$
100,180 
Total non-current liabilities
862,268 
844,618 
Total shareholders’ equity
263,350 
252,502 
Total liabilities and shareholders’ equity
$
1,263,320 
$
1,197,300 
Cresco Labs Inc.
Unaudited Reconciliation of SG&A to Adjusted SG&A (Non-GAAP)
For the Three Months Ended June 30, 2026, March 31, 2026, and June 30, 2025
For the Three Months Ended
($ in thousands)
June 30,
2026
March 31, 2026
June 30,
2025
Selling, general, and administrative
$
63,225 
$
54,496 
$
51,398 
Adjustments for acquisition and other non-core costs
7,812 
3,542 
1,864 
Adjusted SG&A (Non-GAAP)
$
55,413 
$
50,954 
$
49,534 
Adjusted SG&A % (Non-GAAP)
32.0 
%
33.7 
%
30.3 
%


Cresco Labs
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Cresco Labs Inc.
Unaudited Reconciliation of Net Income (Loss) to Adjusted EBITDA (Non-GAAP)
For the Three Months Ended June 30, 2026, March 31, 2026, and June 30, 2025
For the Three Months Ended
($ in thousands)
June 30, 2026
March 31, 2026
June 30, 2025
Net income (loss)1
$
15,370 
$
(17,014)
$
(13,893)
Depreciation and amortization
12,656 
12,216 
12,190 
Interest expense, net2
15,105 
14,927 
13,022 
Income tax (benefit) expense
(18,966)
14,220 
16,636 
EBITDA (Non-GAAP)
$
24,165 
$
24,349 
$
27,955 
Other expense (income), net2
1,852 
(960)
376 
Fair value mark-up for acquired inventory
1,312 
593 
— 
Adjustments for acquisition and other non-core costs
8,437 
3,661 
734 
Impairment loss
— 
— 
9,265 
Share-based compensation
3,773 
5,255 
2,546 
Adjusted EBITDA (Non-GAAP)
$
39,539 
$
32,898 
$
40,876 
Adjusted EBITDA % (Non-GAAP)
22.8 
%
21.7 
%
25.0 
%
1 Net income (loss) includes amounts attributable to non-controlling interests.
2 Certain immaterial prior period amounts were reclassified to conform to the current presentation.
Cresco Labs Inc.
Unaudited Summarized Consolidated Statements of Cash Flows
For the Three Months Ended June 30, 2026, March 31, 2026, and June 30, 2025
For the Three Months Ended
($ in thousands)
June 30, 2026
March 31, 2026
June 30, 2025
Net cash provided by (used in) operating activities
$
15,425 
$
(5,631)
$
8,831 
Net cash used in investing activities
(10,440)
(13,232)
(14,469)
Net cash used in financing activities
(4,439)
(8,646)
(3,466)
Effect of foreign currency exchange rate changes on cash and cash equivalents
(5)
(2)
(2)
Net increase (decrease) in cash and cash equivalents
$
541 
$
(27,511)
$
(9,106)
Cash and cash equivalents and restricted cash, beginning of period
66,824 
94,335 
162,118 
Cash and cash equivalents and restricted cash, end of period
$
67,365 
$
66,824 
$
153,012 


Cresco Labs
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Cresco Labs Inc.
Unaudited Reconciliation of Operating Cash Flow to Free Cash Flow (Non-GAAP)
For the Three Months Ended June 30, 2026, March 31, 2026, and June 30, 2025
For the Three Months Ended
($ in thousands)
June 30, 2026
March 31, 2026
June 30, 2025
Net cash provided by (used in) operating activities
$
15,425 
$
(5,631)
8,831 
Purchases of property and equipment
(9,288)
(7,638)
(13,124)
Proceeds from tenant improvement allowances
400 
75 
451 
Free Cash Flow (Non-GAAP)
$
6,537 
$
(13,194)
$
(3,842)


Cresco Labs
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Contacts
Media
Press@crescolabs.com
Investors
Sharon Schuler, Chief Financial Officer
investors@crescolabs.com
For general Cresco Labs inquiries:
312-929-0993
info@crescolabs.com

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