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

Rhea-AI Filing Summary

Murray R. Garnick, a director of Cronos Group Inc. (CRON), acquired 66,079.3 deferred share units on 08/07/2025 and reported direct beneficial ownership of 130,734.47 common shares following the transaction.

Deferred share units entitle the holder to a lump sum cash payment equal to the fair market value of Cronos common shares on redemption, and vested units are mandatorily redeemed by the company on the first trading day after the reporting person ceases to be a director.

Insights

Corporate Governance Expert

TL;DR: Director compensation was recorded as deferred share units, aligning pay with shareholder value but representing routine governance disclosure.

The Form 4 shows a director-level compensation event: the acquisition of 66,079.3 deferred share units and reported direct ownership of 130,734.47 common shares. Deferred share units that convert to cash at fair market value tie the director's economic outcome to the company share price without immediately increasing share count. The mandatory redemption on cessation of directorship clarifies timing of cash settlement and reduces long-term share-based dilution risk. This is a routine disclosure that signals continued alignment between the director and shareholders rather than a corporate-control or liquidity event.

Securities Analyst

TL;DR: The transaction is a standard insider reporting of compensation-related units and is unlikely to be materially market-moving.

The reported acquisition of 66,079.3 deferred share units, with direct beneficial ownership recorded at 130,734.47 common shares, documents insider holdings and compensation mechanics. Because DSUs are settled in cash based on fair market value and are redeemable upon cessation of directorship, there is no immediate issuance of shares or cash outflow disclosed in this filing. For investors, the filing provides transparency on director incentives and current insider stake but contains no operational or financial metrics that would directly affect valuation models.

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^*

Garnick Murray R

(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	130,734.47	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/ Ryan Morgan, as attorney-in-fact for Murray R. Garnick	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

Who filed the Form 4 for CRON?

Murray R. Garnick, identified as a director of Cronos Group Inc., is the reporting person on this Form 4.

What did the CRON director acquire on 08/07/2025?

66,079.3 deferred share units (DSUs) were acquired on 08/07/2025, as reported on the Form 4.

How many common shares does the reporting person beneficially own after the transaction?

130,734.47 common shares are reported as beneficially owned following the transaction.

What is the economic value of the deferred share units?

DSUs entitle the holder 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 for this reporting person?

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