Cronos Group (CRON) officer converts 15,715 RSUs into common shares

Rhea-AI Filing Summary

Cronos Group Inc. officer Adam Wagner reported an exercise of restricted stock units that converted into common shares. On March 12, 2026, he exercised 15,715 RSUs, each representing one common share, at a stated price of $0.00 per share, receiving 15,715 common shares.

After this RSU conversion, Wagner directly holds 73,150 common shares and 186,106 restricted stock units. The filing also notes a prior grant of 47,144 RSUs on March 12, 2025, vesting in three substantially equal annual installments beginning on the first anniversary of the grant date, underscoring that this is part of an ongoing equity compensation program rather than an open-market purchase.

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

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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^*

Wagner Adam

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/12/2026

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	03/12/2026		M		15,715	A	$0(1)	73,150	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)	03/12/2026		M			15,715	(2)	(2)	COMMON SHARES	15,715	$0	186,106	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 12, 2025, the Reporting Person was granted 47,144 RSUs, vesting in three substantially equal annual installments beginning on the first anniversary of the grant date.

Remarks:

Senior Vice President, General Manager of Cronos Israel

	/s/ Aaron Werner, as attorney-in-fact for Adam Wagner	03/16/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transaction did Adam Wagner report for Cronos Group (CRON)?

Adam Wagner reported exercising restricted stock units into common shares. On March 12, 2026, 15,715 RSUs converted into 15,715 Cronos Group common shares at a stated price of $0.00 per share, reflecting equity compensation vesting rather than an open-market trade.

How many Cronos Group shares did Adam Wagner acquire in this Form 4?

Adam Wagner acquired 15,715 Cronos Group common shares. These shares resulted from the exercise of 15,715 restricted stock units on March 12, 2026, at a stated exercise price of $0.00 per share, consistent with stock-based compensation awards rather than a cash purchase.

What are Adam Wagner’s Cronos Group holdings after this RSU exercise?

Following the reported transactions, Adam Wagner directly holds 73,150 Cronos Group common shares. He also has 186,106 restricted stock units outstanding, which represent contingent rights to receive an equivalent number of common shares, subject to continued vesting conditions over time.

Were Adam Wagner’s Cronos Group (CRON) shares bought in the open market?

No, the shares were not bought in the open market. The 15,715 Cronos Group common shares came from the exercise of restricted stock units at a stated price of $0.00 per share, reflecting the vesting of prior equity awards instead of cash purchases on an exchange.

What does the RSU footnote in Adam Wagner’s Cronos Group Form 4 explain?

The footnote explains each restricted stock unit represents a contingent right to receive one Cronos Group common share. It also notes Wagner was granted 47,144 RSUs on March 12, 2025, vesting in three substantially equal annual installments starting on the first anniversary of that grant date.

Is Adam Wagner’s Cronos Group Form 4 transaction a buy or a derivative exercise?

The transaction is a derivative exercise, not a traditional share purchase. Code “M” indicates the exercise or conversion of a derivative security, in this case restricted stock units that converted into 15,715 Cronos Group common shares at a stated price of $0.00 per share.