Cronos Group (CRON) insider gets 904,669 RSUs and exercises 327,801

Rhea-AI Filing Summary

Cronos Group Inc. director and officer Michael Ryan Gorenstein reported equity compensation and related share movements. On March 9, 2026, he received a grant of 904,669 restricted stock units (RSUs), each representing one common share, bringing his RSU holdings to 2,576,845.

On March 8, 2026, he exercised 327,801 RSUs into the same number of common shares. To cover tax obligations, 128,918 common shares were withheld at $2.57 per share. After these transactions, he directly holds 12,809,295 common shares, plus his RSU awards.

Insights

Equity compensation analyst

Routine RSU grant and vesting with tax withholding, not an open-market trade.

Michael Ryan Gorenstein received a large equity grant of 904,669 RSUs and exercised 327,801 previously granted RSUs into common shares. These are compensation-related awards rather than discretionary market purchases. RSUs vest over three annual installments per the disclosed grant terms.

A portion of the newly acquired common shares—128,918—was disposed of at $2.57 per share to satisfy tax obligations, a standard mechanism that does not indicate an open-market sale. Following the transactions, he retains 12,809,295 common shares and 2,576,845 RSUs, so the activity appears routine and non-thesis-changing.

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)
03/08/2026

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	03/08/2026		M		327,801	A	$0(1)	12,938,213	D
COMMON SHARES	03/08/2026		F		128,918	D	$2.57	12,809,295	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)	03/08/2026		M			327,801	(2)	(2)	COMMON SHARES	327,801	$0	1,672,176	D
RESTRICTED STOCK UNITS	(1)	03/09/2026		A		904,669		(3)	(3)	COMMON SHARES	904,669	$0	2,576,845	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 8, 2024, the Reporting Person was granted 983,502 RSUs, vesting in three substantially equal annual installments beginning on the first anniversary of the grant date.

3. On March 9, 2026, the Reporting Person was granted 904,669 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	03/10/2026
	** 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.

FAQ

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

Cronos Group reported that Michael Ryan Gorenstein received a grant of 904,669 RSUs, exercised 327,801 RSUs into common shares, and had 128,918 common shares withheld to cover tax obligations. These transactions are equity-compensation related, not open-market purchases or sales.

How many restricted stock units did the Cronos (CRON) insider receive and now hold?

Michael Ryan Gorenstein received 904,669 new RSUs on March 9, 2026. After this grant, he holds a total of 2,576,845 RSUs, each representing a contingent right to receive one Cronos Group common share, vesting in three substantially equal annual installments.

Did the Cronos Group (CRON) insider sell shares in the open market?

No open-market sale was reported. Instead, 128,918 common shares were withheld at $2.57 per share to satisfy tax obligations related to an RSU vesting and exercise. This “F” code disposition is a standard tax payment method, not a discretionary share sale.

How many Cronos Group (CRON) common shares does the insider hold after these transactions?

After exercising RSUs and tax withholding, Michael Ryan Gorenstein directly holds 12,809,295 Cronos Group common shares. In addition, he owns 2,576,845 RSUs, which, upon vesting and settlement, can convert into the same number of common shares in the future.

What do the RSU grants mean for Cronos Group (CRON) insider compensation?

The 904,669 RSU grant and prior 983,502 RSU grant reflect a significant portion of the insider’s compensation being stock-based. RSUs vest in three equal annual installments, aligning the insider’s long-term incentives with Cronos Group’s share performance over multiple years.

Are the Cronos (CRON) insider transactions likely to signal a change in sentiment?

These transactions mainly reflect equity compensation mechanics—RSU grants, vesting, and tax withholding—rather than active buying or selling decisions. Because there are no open-market purchases or sales reported, they are generally viewed as routine and not a clear sentiment signal.