Cronos officer exercises RSUs, withholds shares for tax

Cronos Group Inc. officer Buggy Shannon reported routine equity compensation activity involving restricted stock units (RSUs).

Rhea-AI Filing Summary

Cronos Group Inc. officer Buggy Shannon reported routine equity compensation activity involving restricted stock units (RSUs). On May 12, 2026, Shannon exercised RSUs to acquire 20,622 common shares, shown as a derivative exercise/conversion at a stated price of $0.00 per share.

To cover tax obligations, 9,179 common shares were disposed of through a tax-withholding transaction at $2.75 per share, rather than through an open-market sale. After these transactions, Shannon directly held 178,322 common shares of Cronos Group Inc.

Insider Trade Summary

20,622 shares exercised/converted

Exercise 3 txns

Insider Buggy Shannon

Role See Remarks

Type	Security	Shares	Price	Value
Exercise	RESTRICTED STOCK UNITS	20,622	$0.00	$0.00
Exercise	COMMON SHARES	20,622	$0.00	$0.00
Exercise Price or Tax Liability	COMMON SHARES	9,179	$2.75	$25K

Holdings After Transaction: RESTRICTED STOCK UNITS — 180,284 contracts (Direct); COMMON SHARES — 178,322 shares (Direct)

Footnotes (2)

1. F1. Each restricted stock unit ("RSU") represents a contingent right to receive one common share of Cronos Group Inc.
2. F2. On May 12, 2025, the reporting person was granted 61,868 RSUs, vesting in three substantially equal annual installments beginning on the first anniversary of the grant date.

Key Figures

RSUs exercised: 20,622 shares Tax-withholding shares: 9,179 shares Tax-withholding price: $2.75 per share +3 more

6 metrics

RSUs exercised 20,622 shares Restricted stock units converted into common shares on May 12, 2026

Tax-withholding shares 9,179 shares Common shares disposed of to satisfy tax liability at $2.75/share

Tax-withholding price $2.75 per share Price used for tax-withholding disposition of 9,179 common shares

Shares after transactions 178,322 common shares Direct common share holdings following reported Form 4 transactions

Derivative exercise count 1 transaction, 20,622 shares Exercise or conversion of derivative security (RSUs) into common shares

Tax-withholding events 1 transaction, 9,179 shares Payment of tax liability by delivering securities

Key Terms

restricted stock unit, tax-withholding disposition, derivative exercise/conversion, restricted stock units (RSUs)

4 terms

restricted stock unit financial

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

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

tax-withholding disposition financial

"transaction_action: "tax-withholding disposition" for 9,179 common shares at $2.75 per share"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

derivative exercise/conversion financial

"transaction_action: "derivative exercise/conversion" for 20,622 RSUs into common shares"

restricted stock units (RSUs) financial

"On May 12, 2025, the reporting person was granted 61,868 RSUs, vesting in three substantially equal annual installments"

Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Cronos Group (CRON) officer Buggy Shannon report in this Form 4?

Buggy Shannon reported routine equity compensation activity involving restricted stock units. RSUs were exercised into common shares, and a portion of those shares was used to satisfy tax obligations through a tax-withholding disposition, rather than an open-market sale.

How many Cronos Group (CRON) shares did Buggy Shannon acquire through RSU exercise?

Shannon acquired 20,622 common shares of Cronos Group Inc. through the exercise or conversion of restricted stock units. This transaction was coded as a derivative exercise/conversion, reflecting RSUs converting into freely tradable common shares.

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

A total of 9,179 common shares were disposed of via a tax-withholding transaction at $2.75 per share. This disposition satisfied tax obligations and was not an open-market sale, as indicated by the Form 4 transaction code and description.

What are Buggy Shannon’s Cronos Group (CRON) share holdings after these transactions?

Following the RSU exercise and related tax-withholding disposition, Buggy Shannon directly held 178,322 common shares of Cronos Group Inc. This figure represents the post-transaction ownership reported in the Form 4 for non-derivative common shares.

How do restricted stock units (RSUs) work for Cronos Group (CRON) insiders?

Each restricted stock unit represents a contingent right to receive one common share of Cronos Group Inc. RSUs typically vest over time, and upon vesting, they convert into common shares, often accompanied by share withholding to cover associated tax liabilities.

Were any Cronos Group (CRON) shares sold on the open market in this Form 4?

The filing shows a tax-withholding disposition of 9,179 shares at $2.75 per share, coded as payment of tax liability by delivering securities. This indicates shares were withheld for taxes rather than sold through an open-market transaction.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/14/2026 - 04:57 PM Learn about SEC filing dates

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^*

Buggy Shannon

(Last) (First) (Middle)

4491 CONCESSION RD 12

(Street)

STAYNER L0M 1S0

(City) (State) (Zip)

ONTARIO, CANADA

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/12/2026

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

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

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

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	05/12/2026		M		20,622	A	$0	187,501	D
COMMON SHARES	05/12/2026		F		9,179	D	$2.75	178,322	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)	05/12/2026		M			20,622	(2)	(2)	COMMON SHARES	20,622	$0	180,284	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 May 12, 2025, the reporting person was granted 61,868 RSUs, vesting in three substantially equal annual installments beginning on the first anniversary of the grant date.

Remarks:

Senior Vice President, Global Head of People

	/s/ Aaron Werner, as attorney-in-fact for Shannon Buggy	05/13/2026
	** 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.
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.
* Form 4: SEC 1474 (03-26)