Cronos Group Inc. (CRON) CEO exercises RSUs, adjusts holdings

Rhea-AI Filing Summary

Cronos Group Inc. reported insider equity transactions by Chairman, Chief Executive Officer and President Michael R. Gorenstein dated December 13, 2025. He acquired 166,642 common shares through the conversion of restricted stock units at a reported price of $0 and disposed of 65,002 common shares at $3.27 per share.

Following these transactions, he directly owns 12,610,412 common shares and holds 1,999,977 restricted stock units, each representing a contingent right to receive one Cronos common share. These units were originally granted on December 13, 2022 in an award of 499,826 restricted stock units vesting in three substantially equal annual installments beginning on the first anniversary of the grant date.

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^*

GORENSTEIN MICHAEL RYAN

(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
X	Officer (give title below)		Other (specify below)
	See remarks below

3. Date of Earliest Transaction (Month/Day/Year)
12/13/2025

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
COMMON SHARES	12/13/2025		M		166,642	A	$0(1)	12,675,414	D
COMMON SHARES	12/13/2025		F		65,002	D	$3.27	12,610,412	D

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
RESTRICTED STOCK UNITS	(1)	12/13/2025		M			166,642	(2)	(2)	COMMON SHARES	166,642	$0	1,999,977	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one common share of Cronos Group Inc.

2. On December 13, 2022, the reporting person was granted 499,826 RSUs, vesting in three substantially equal annual installments beginning on the first anniversary of the grant date.

Remarks:

Chairman, Chief Executive Officer, and President

	/s/ Aaron Werner, as attorney-in-fact for Michael R. Gorenstein	12/16/2025
	** 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 insider transaction did Cronos Group Inc. (CRON) report for December 13, 2025?

Cronos Group Inc. reported that Michael R. Gorenstein acquired 166,642 common shares through restricted stock units and disposed of 65,002 common shares at $3.27 per share on December 13, 2025.

Who is the reporting person in this Cronos Group Inc. (CRON) Form 4 filing and what is their role?

The reporting person is Michael R. Gorenstein, who serves as Chairman, Chief Executive Officer, President and a director of Cronos Group Inc.

How many Cronos Group Inc. (CRON) common shares does Michael R. Gorenstein own after the reported transactions?

After the reported transactions, Michael R. Gorenstein directly owns 12,610,412 common shares of Cronos Group Inc.

What derivative securities related to Cronos Group Inc. (CRON) does Michael R. Gorenstein hold after the transaction?

He holds 1,999,977 restricted stock units (RSUs), each representing a contingent right to receive one common share of Cronos Group Inc.

At what price were the Cronos Group Inc. (CRON) shares disposed of in this Form 4?

The filing shows a disposition of 65,002 common shares of Cronos Group Inc. at a price of $3.27 per share.

When were the restricted stock units related to this Cronos Group Inc. (CRON) transaction originally granted and how do they vest?

On December 13, 2022, Michael R. Gorenstein was granted 499,826 restricted stock units, vesting in three substantially equal annual installments beginning on the first anniversary of the grant date.