[Form 4] Cronos Group Inc. Common Share Insider Trading Activity

Rhea-AI Filing Summary

Jason Marc Adler, identified as a director of Cronos Group Inc. (CRON), reported a transaction dated 08/07/2025 in which he acquired 66,079.3 Deferred Share Units (DSUs). The filing shows 66,079.3 DSUs underlying 66,079.3 common shares and reports beneficial ownership of 313,882.29 common shares following the reported transaction, held in a direct ownership form.

The filing explains that upon redemption DSUs pay a lump-sum cash amount equal to the fair market value of Cronos common shares on the redemption date. It also states that vested DSUs are mandatorily redeemed by the company on the first trading day after the reporting person ceases to be a director.

Positive

• Acquisition recorded: 66,079.3 Deferred Share Units acquired on 08/07/2025
• Clear ownership disclosure: Direct beneficial ownership reported as 313,882.29 common shares after the transaction

Negative

• None.

Insights

Financial Analyst

TL;DR: Director Jason M. Adler received 66,079.3 DSUs, bringing direct beneficial ownership to 313,882.29 shares.

The Form 4 discloses a non-cash equity-related award in the form of 66,079.3 Deferred Share Units granted or otherwise recorded on 08/07/2025 and treated as acquired (code A). The filing shows these DSUs convert to a cash payment equal to the fair market value of Cronos common shares at redemption, and the reporting person holds 313,882.29 common shares following the transaction. From a financial perspective this is a disclosure of compensation-related units rather than an open-market purchase or sale of common stock; it does not show proceeds or a cash price per share and therefore has limited immediate cash-flow or dilution implications as reported.

Corporate Governance Expert

TL;DR: The director’s DSU accrual and mandatory redemption terms are disclosed; this is a routine director compensation reporting event.

The filing confirms the reporting person is a director and that vested Deferred Share Units are mandatorily redeemed on the first trading day after cessation of directorship. That contractual redemption feature and the cash-settlement nature of DSUs are explicitly stated, which clarifies governance and compensation mechanics. The report is governance-transparent: it records the award, its settlement mechanics, and the reporting person’s direct beneficial ownership without indicating any unusual governance action or related-party transaction beyond standard director compensation.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

ADLER JASON MARC

(Last) (First) (Middle)

4491 CONCESSION RD 12

(Street)

STAYNER A6 L0M 1S0

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Cronos Group Inc. [ CRON ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/07/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
DEFERRED SHARE UNITS	(1)	08/07/2025		A		66,079.3		(2)	(2)	COMMON SHARES	66,079.3	$0	313,882.29	D

Explanation of Responses:

1. Upon redemption, Deferred Share Units entitle the reporting person to receive a lump sum cash payment in an amount equal to the fair market value of the common shares of Cronos Group Inc. (the "Company") on the date of redemption.

2. Vested Deferred Share Units are mandatorily redeemed by the Company on the first trading day after the reporting person ceases to be a director of the Company.

Remarks:

	/s/ Aaron Werner, as attorney-in-fact for Jason M. Adler	08/11/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Jason M. Adler report on Form 4 for CRON?

The Form 4 reports that Jason M. Adler acquired 66,079.3 Deferred Share Units (DSUs) on 08/07/2025 and that his direct beneficial ownership is 313,882.29 common shares following the transaction.

What are the economic terms of the Deferred Share Units reported?

The filing states DSUs entitle the holder upon redemption to a lump-sum cash payment equal to the fair market value of Cronos common shares on the date of redemption.

When are vested DSUs redeemed according to the filing?

Vested Deferred Share Units are mandatorily redeemed by the company on the first trading day after the reporting person ceases to be a director.

What is the reporting person’s relationship to Cronos Group?

The filing identifies the reporting person, Jason Marc Adler, as a director of Cronos Group Inc.

Was a cash price per underlying share disclosed for the DSUs?

No cash price per share for the DSUs is reported; the filing shows the DSUs are settled in cash based on fair market value at redemption rather than a specified per-share price in this Form 4.