Cronos Group (NASDAQ: CRON) insider exercises 339,879 RSUs, withholds shares for tax

Rhea-AI Filing Summary

Cronos Group Inc. director and officer Michael Ryan Gorenstein exercised restricted stock units into common shares and had a portion withheld for taxes. He converted 339,879 RSUs into 339,879 common shares. Of these, 132,991 common shares were withheld at $2.56 per share to cover tax obligations, a non‑market disposition.

After these transactions, he directly holds 13,016,183 common shares and no remaining derivative position from this RSU grant. The RSUs exercised are part of a larger award of 1,019,736 RSUs that vest in three substantially equal annual installments beginning on the first anniversary of the March 12, 2025 grant date.

Insights

Insider transactions analyst

Routine RSU vesting and tax withholding, no open‑market trading.

Michael Ryan Gorenstein exercised 339,879 restricted stock units, receiving an equal number of Cronos Group common shares. This is classified as a derivative exercise, not an open‑market purchase, and reflects scheduled equity compensation vesting rather than a discretionary trade.

To satisfy tax obligations, 132,991 of the resulting common shares were delivered at $2.56 per share. This F‑code transaction is a tax‑withholding disposition, not an open‑market sale, so it carries limited signaling value about his view of the stock.

Following these transactions, Gorenstein directly holds 13,016,183 common shares, indicating he retains a substantial equity position. The filing also notes the broader RSU grant of 1,019,736 units vesting in three annual installments beginning on the first anniversary of the March 12, 2025 grant date, underscoring the ongoing role of stock‑based compensation.

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
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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)
03/12/2026

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		339,879	A	$0(1)	13,149,174	D
COMMON SHARES	03/12/2026		F		132,991	D	$2.56	13,016,183	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			339,879	(2)	(2)	COMMON SHARES	339,879	$0	2,236,966	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 1,019,736 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	03/16/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** 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 339,879 restricted stock units into common shares. This was a scheduled derivative exercise related to equity compensation, not an open‑market purchase or sale, reflecting routine vesting of previously granted RSUs.

Did Cronos Group (CRON) insider Michael Gorenstein sell shares on the open market?

No, the filing shows no open‑market sale by Michael Gorenstein. Instead, 132,991 common shares were withheld at $2.56 per share to cover tax obligations from the RSU vesting, a standard tax‑withholding disposition rather than a discretionary sale into the market.

How many Cronos Group (CRON) shares does Michael Gorenstein hold after this Form 4?

After the reported transactions, Michael Gorenstein directly holds 13,016,183 Cronos Group common shares. This reflects the RSU conversion and the tax‑withholding disposition and indicates he maintains a substantial continuing equity stake in the company following the vesting event.

What RSU grant underlies the recent Cronos Group (CRON) insider transaction?

The RSU exercise relates to a March 12, 2025 grant of 1,019,736 restricted stock units to Michael Gorenstein. These RSUs vest in three substantially equal annual installments, beginning on the first anniversary of the grant, driving periodic conversion events like the one disclosed.

How many Cronos Group (CRON) shares were used to cover taxes in this insider filing?

The filing shows that 132,991 Cronos Group common shares were delivered at $2.56 per share to satisfy tax liabilities. This F‑code transaction is classified as payment of tax liability by delivering securities, not as an open‑market share sale by the insider.