Cronos Group (CRON) insider exercises 324,540 RSUs, 127,706 withheld

Rhea-AI Filing Summary

Cronos Group Inc. director and officer Michael Ryan Gorenstein exercised restricted stock units that converted into common shares as part of a prior equity award. He exercised 324,540 RSUs, each representing one common share, and received an equivalent number of common shares at a stated exercise price of $0.00 per share.

To satisfy tax obligations on this vesting event, 127,706 common shares were withheld at a value of $2.50 per share, leaving him with 13,213,017 common shares held directly after the transactions. Following the RSU exercise, his remaining restricted stock unit balance was 1,912,426 RSUs. These RSUs come from a 973,618-unit grant awarded on March 15, 2023, vesting in three annual installments.

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

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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)
03/15/2026

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	03/15/2026		M		324,540	A	$0(1)	13,340,723	D
COMMON SHARES	03/15/2026		F		127,706	D	$2.5	13,213,017	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)	03/15/2026		M			324,540	(2)	(2)	COMMON SHARES	324,540	$0	1,912,426	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 March 15, 2023, the Reporting Person was granted 973,618 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	03/17/2026
	** 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).
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FAQ

What insider transaction did Cronos Group (CRON) report for Michael Ryan Gorenstein?

Cronos Group reported that Michael Ryan Gorenstein exercised 324,540 restricted stock units into common shares. This equity award vesting increased his direct share holdings while reflecting routine compensation, not an open-market stock purchase or sale.

How many Cronos Group (CRON) shares were used for tax withholding in this Form 4?

A total of 127,706 Cronos Group common shares were withheld to cover tax obligations. These shares were valued at $2.50 each and represent a tax-withholding disposition, rather than an open-market sale by the insider.

What are Michael Ryan Gorenstein’s Cronos Group (CRON) share holdings after this filing?

After the reported transactions, Michael Ryan Gorenstein directly holds 13,213,017 Cronos Group common shares. This figure reflects the RSU vesting, followed by share withholding to satisfy tax liabilities tied to the equity award.

How many Cronos Group (CRON) restricted stock units did Gorenstein exercise in this Form 4?

He exercised 324,540 restricted stock units, each representing a contingent right to receive one Cronos Group common share. This conversion turned previously awarded equity-based compensation into directly owned common shares at a stated exercise price of $0.00.

What is the background of the RSUs involved in Cronos Group (CRON) Form 4?

The RSUs come from a 973,618-unit grant awarded on March 15, 2023. This grant vests in three substantially equal annual installments, with the current Form 4 reflecting one of those vesting and conversion events into common shares.

Does the Cronos Group (CRON) Form 4 show any open-market share sales by Gorenstein?

The Form 4 does not report open-market sales. It shows an RSU exercise into 324,540 common shares and a tax-withholding disposition of 127,706 shares, which are routine mechanisms linked to equity compensation rather than discretionary market selling.