STOCK TITAN

SNDL (NASDAQ: SNDL) narrows Q1 2026 loss as SunStream JV improves

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

SNDL Inc. reported a Q1 2026 net loss of 9,911 (thousands of Canadian dollars), an improvement from a 14,707 loss a year earlier. Net revenue was 195,906, down 4% as softer liquor sales and lower cannabis operations revenue offset stable cannabis retail performance.

Gross profit declined to 52,812, with gross margin easing to 27.0%. Results benefited from higher profits from the SunStream joint venture, lower share-based compensation, and reduced asset impairments. SNDL repurchased 4.5 million shares for 9,575, while ending the quarter with 213,404 in cash and cash equivalents and total assets of 1,314,639.

Positive

  • None.

Negative

  • None.

Insights

SNDL narrowed losses in Q1 2026, but growth remained subdued.

SNDL generated net revenue of 195,906k in Q1 2026, down modestly year over year, while gross margin slipped to 27.0%. The net loss improved to 9,911k, mainly due to lower impairments, reduced share-based compensation and stronger contributions from equity-accounted investees.

Liquor and cannabis retail remained the main profit drivers, while cannabis operations showed weaker margins and higher inventory obsolescence. The SunStream joint venture contributed a profit and higher other comprehensive income, lifting the investment segment. Free cash flow was negative, and share repurchases of 9,575k reduced cash, leaving 213,404k at quarter end.

Subsequent quarters’ filings will clarify how the staged acquisition of 1CM stores, the Jeeter partnership launch in Q2 2026, and the Rise Rewards expansion affect segment revenue, margins and overall cash generation.

Net revenue $195,906k Three months ended March 31, 2026
Net loss $9,911k Three months ended March 31, 2026
Gross margin 27.0% Three months ended March 31, 2026
Cash and cash equivalents $213,404k As at March 31, 2026
Share repurchases 4.45M shares / $9,575k Common shares bought and cancelled in Q1 2026
SunStream JV carrying amount $395,411k Equity-accounted investee balance at March 31, 2026
Inventory $134,982k As at March 31, 2026
Free cash flow $-7,591k Three months ended March 31, 2026 (specified measure)
equity-accounted investees financial
"Share of profit (loss) of equity-accounted investees for the three months ended March 31, 2026 was $0.5 million"
Equity-accounted investees are companies in which an investor holds a significant minority stake and can influence—but does not control—management decisions, so the investor records its share of the investee’s profits or losses on its own financial statements and adjusts the investment’s carrying value accordingly. Like being a meaningful partner in a neighborhood business where you help shape decisions but don’t run day-to-day operations, this accounting treatment affects reported earnings, balance-sheet totals and how investors assess value and risk.
fair value through other comprehensive income (FVOCI) financial
"Investments at fair value through other comprehensive income ("FVOCI") - change in fair value"
restricted share units (RSUs) financial
"Restricted share units ("RSUs") are granted to employees and the vesting requirements and maximum term are at the discretion of the Board."
Restricted share units (RSUs) are a form of employee pay where a company promises to give shares (or their cash value) to workers after certain conditions, usually time or performance, are met. For investors, RSUs matter because they can increase the number of shares outstanding and signal how management is being paid and incentivized—think of them as delayed bonuses that convert into ownership when vesting conditions are satisfied.
deferred share units (DSUs) financial
"Deferred share units ("DSUs") are settled by making a cash payment to the holder equal to the fair value of the Company’s common shares"
right of use assets financial
"Right of use assets include leased retail locations measured under IFRS with associated depreciation and impairment reversals."
A right-of-use asset is the value recorded on a company’s balance sheet that represents its contracted right to use a rented item—like office space, equipment, or vehicles—for a set period. Investors care because recognizing these assets (and the matching lease obligations) changes reported assets, debt levels, profitability metrics and cash-flow presentation, similar to how switching from short-term renting to showing a long-term commitment would alter a household’s financial snapshot.
share repurchase program financial
"The share repurchase program authorizes the Company to repurchase up to $100 million of its outstanding common shares"
A share repurchase program is when a company buys back its own shares from the marketplace. This reduces the total number of shares available, which can increase the value of each remaining share and signal confidence in the company's prospects. For investors, it often suggests that the company believes its stock is undervalued or that it has extra cash to return to shareholders.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of April 2026

Commission File Number 001-39005

SNDL INC.

(Registrant’s name)

#101, 17220 Stony Plain Road NW

Edmonton, AB T5S 1K6

Tel.: (780) 944-9994

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F Form 40-F

 

 

 


INCORPORATION BY REFERENCE

This report on Form 6-K shall be deemed to be incorporated by reference in SNDL Inc.’s registration statements on Form S-8 (File No. 333-233156, File No. 333-262233, File No. 333-267510, File No. 333-269242, File No. 333-278683 and File No. 333-286169) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

SNDL INC.

Date: April 28, 2026

By:

/s/ Alberto Paredero Quiros

 

Name:

Alberto Paredero Quiros

 

Title:

Chief Financial Officer

 

EXHIBIT

 

Exhibit

 

Description of Exhibit

99.1

 

Condensed Consolidated Interim Financial Statements for the Three Months Ended March 31, 2026

99.2

 

Management’s Discussion and Analysis for the Three Months Ended March 31, 2026

99.3

 

Form 52-109F2 Certificate of Interim Filings by CEO (pursuant to Canadian regulations)

99.4

 

Form 52-109F2 Certificate of Interim Filings by CFO (pursuant to Canadian regulations)

 

 


EXHIBIT 99.1

img260723042_0.jpg

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SNDL Inc.

Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2026

(Unaudited – expressed in thousands of Canadian dollars)

 

 

 

 


SNDL Inc.

Condensed Consolidated Interim Statements of Financial Position

(Unaudited - expressed in thousands of Canadian dollars)

 

As at

Note

March 31, 2026

 

December 31, 2025

 

 

 

 

 

 

 

Assets

 

 

 

 

 

Current assets

 

 

 

 

 

Cash and cash equivalents

 

 

213,404

 

 

252,243

 

Restricted cash

 

 

20,124

 

 

20,081

 

Marketable securities

 

 

139

 

 

84

 

Accounts receivable

 

 

29,059

 

 

27,643

 

Biological assets

6

 

2,969

 

 

3,120

 

Inventory

7

 

134,982

 

 

126,877

 

Prepaid expenses and deposits

 

 

15,158

 

 

15,566

 

Investments

12

 

362

 

 

484

 

Assets held for sale

 

 

746

 

 

746

 

Net investment in subleases

10

 

2,877

 

 

2,775

 

 

 

419,820

 

 

449,619

 

Non-current assets

 

 

 

 

 

Long-term deposits and receivables

 

 

2,508

 

 

4,526

 

Right of use assets

8

 

136,852

 

 

138,353

 

Property, plant and equipment

9

 

149,398

 

 

151,900

 

Net investment in subleases

10

 

11,244

 

 

11,643

 

Intangible assets

11

 

57,824

 

 

58,520

 

Investments

12

 

14,322

 

 

11,574

 

Equity-accounted investees

13

 

395,411

 

 

385,534

 

Goodwill

 

 

127,260

 

 

124,248

 

Total assets

 

 

1,314,639

 

 

1,335,917

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

Current liabilities

 

 

 

 

 

Accounts payable and accrued liabilities

 

 

51,799

 

 

56,747

 

Lease liabilities

14

 

34,990

 

 

35,462

 

 

 

86,789

 

 

92,209

 

Non-current liabilities

 

 

 

 

 

Lease liabilities

14

 

133,381

 

 

134,471

 

Other liabilities

 

 

6,925

 

 

8,041

 

Total liabilities

 

 

227,095

 

 

234,721

 

 

 

 

 

 

 

Shareholders’ equity

 

 

 

 

 

Share capital

15(b)

 

2,274,393

 

 

2,310,398

 

Warrants

 

 

306

 

 

306

 

Contributed surplus

 

 

53,089

 

 

54,038

 

Accumulated deficit

 

 

(1,282,860

)

 

(1,302,441

)

Accumulated other comprehensive income ("AOCI")

 

 

42,616

 

 

38,895

 

Total shareholders’ equity

 

 

1,087,544

 

 

1,101,196

 

Total liabilities and shareholders’ equity

 

 

1,314,639

 

 

1,335,917

 

Commitments and contingencies (note 23)

See accompanying notes to the condensed consolidated interim financial statements.

1


SNDL Inc.

Condensed Consolidated Interim Statements of Loss and Comprehensive Loss

(Unaudited - expressed in thousands of Canadian dollars, except per share amounts)

 

 

 

 

 

Three months ended
March 31

 

 

 

Note

 

2026

 

 

2025

 

Net revenue

 

17

 

 

195,906

 

 

 

204,914

 

Cost of sales

 

7

 

 

143,094

 

 

 

148,273

 

Gross profit

 

 

 

 

52,812

 

 

 

56,641

 

 

 

 

 

 

 

 

 

 

Investment income

 

18

 

 

1,537

 

 

 

2,856

 

Share of profit (loss) of equity-accounted investees

 

13

 

 

501

 

 

 

(4,457

)

 

 

 

 

 

 

 

 

 

General and administrative

 

 

 

 

46,607

 

 

 

46,359

 

Sales and marketing

 

 

 

 

4,009

 

 

 

3,767

 

Depreciation and amortization

 

8,9,11

 

 

12,855

 

 

 

13,228

 

Share-based compensation

 

16

 

 

616

 

 

 

1,388

 

Restructuring costs

 

 

 

 

172

 

 

 

326

 

Asset (reversal) impairment, net

 

8,9

 

 

(178

)

 

 

1,984

 

Other income

 

 

 

 

(81

)

 

 

 

Research and development

 

 

 

 

4

 

 

 

100

 

Gain on disposition of assets

 

 

 

 

(40

)

 

 

(59

)

Operating loss

 

 

 

 

(9,114

)

 

 

(12,053

)

 

 

 

 

 

 

 

 

 

Other expenses, net

 

19

 

 

(2,294

)

 

 

(2,654

)

Loss before income tax

 

 

 

 

(11,408

)

 

 

(14,707

)

Income tax recovery

 

 

 

 

1,497

 

 

 

 

Net loss

 

 

 

 

(9,911

)

 

 

(14,707

)

 

 

 

 

 

 

 

 

 

Equity-accounted investees - share of other comprehensive income (loss)

 

13

 

 

5,013

 

 

 

(348

)

Investments at fair value through other comprehensive income ("FVOCI") - change in fair value

 

12

 

 

(1,292

)

 

 

(5,230

)

Comprehensive loss

 

 

 

 

(6,190

)

 

 

(20,285

)

 

 

 

 

 

 

 

 

 

Net loss per common share attributable to owners of the Company

 

 

 

 

 

 

 

 

Basic and diluted

 

21

 

$

(0.04

)

 

$

(0.06

)

See accompanying notes to the condensed consolidated interim financial statements.

2


SNDL Inc.

Condensed Consolidated Interim Statements of Changes in Shareholders’ Equity

(Unaudited - expressed in thousands of Canadian dollars)

 

 

 

 

 

 

 

 

 

 

 

Accumulated other
comprehensive income

 

 

 

 

Note

Share capital

 

Warrants

 

Contributed surplus

 

Accumulated deficit

 

Equity-accounted investees

 

Investments at FVOCI

 

Total

 

Balance at December 31, 2025

 

 

2,310,398

 

 

306

 

 

54,038

 

 

(1,302,441

)

 

31,673

 

 

7,222

 

 

1,101,196

 

Net loss

 

 

 

 

 

 

 

 

(9,911

)

 

 

 

 

 

(9,911

)

Other comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

5,013

 

 

(1,292

)

 

3,721

 

Share repurchases

15(b)

 

(38,760

)

 

 

 

 

 

29,492

 

 

 

 

 

 

(9,268

)

Share-based compensation

16

 

 

 

 

 

1,806

 

 

 

 

 

 

 

 

1,806

 

Employee awards exercised

 

 

2,755

 

 

 

 

(2,755

)

 

 

 

 

 

 

 

 

Balance at March 31, 2026

 

 

2,274,393

 

 

306

 

 

53,089

 

 

(1,282,860

)

 

36,686

 

 

5,930

 

 

1,087,544

 

 

Balance at December 31, 2024

 

 

2,346,728

 

 

667

 

 

57,156

 

 

(1,323,965

)

 

50,906

 

 

1,864

 

 

1,133,356

 

Net loss

 

 

 

 

 

 

 

 

(14,707

)

 

 

 

 

 

(14,707

)

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

(348

)

 

(5,230

)

 

(5,578

)

Share repurchases

 

 

(51,714

)

 

 

 

 

 

36,383

 

 

 

 

 

 

(15,331

)

Share-based compensation

16

 

 

 

 

 

2,459

 

 

 

 

 

 

 

 

2,459

 

Employee awards exercised

 

 

93

 

 

 

 

(93

)

 

 

 

 

 

 

 

 

Balance at March 31, 2025

 

 

2,295,107

 

 

667

 

 

59,522

 

 

(1,302,289

)

 

50,558

 

 

(3,366

)

 

1,100,199

 

See accompanying notes to the condensed consolidated interim financial statements.

3


SNDL Inc.

Condensed Consolidated Interim Statements of Cash Flows

(Unaudited - expressed in thousands of Canadian dollars)

 

 

 

 

 

Three months ended
March 31

 

 

 

Note

 

2026

 

 

2025

 

Cash provided by (used in):

 

 

 

 

 

 

 

 

Operating activities

 

 

 

 

 

 

 

 

Net loss for the period

 

 

 

 

(9,911

)

 

 

(14,707

)

Adjustments for:

 

 

 

 

 

 

 

 

Income tax recovery

 

 

 

 

(1,497

)

 

 

 

Interest and fee income

 

18

 

 

(1,482

)

 

 

(2,856

)

Change in fair value of biological assets

 

6

 

 

(46

)

 

 

(1,447

)

Change in fair value of inventory sold

 

 

 

 

230

 

 

 

336

 

Share-based compensation

 

16

 

 

616

 

 

 

1,388

 

Depreciation and amortization

 

8,9,11

 

 

14,116

 

 

 

14,187

 

Gain on disposition of assets

 

 

 

 

(40

)

 

 

(59

)

Inventory impairment and obsolescence

 

7

 

 

1,446

 

 

 

591

 

Finance costs, net

 

19

 

 

2,062

 

 

 

1,690

 

Change in estimate of fair value of derivative warrants

 

 

 

 

 

 

 

(12

)

Unrealized foreign exchange (gain) loss

 

 

 

 

(299

)

 

 

13

 

Asset (reversal) impairment, net

 

8,9

 

 

(178

)

 

 

1,984

 

Share of (profit) loss of equity-accounted investees

 

13

 

 

(501

)

 

 

4,457

 

Unrealized gain on marketable securities

 

18

 

 

(206

)

 

 

 

Additions to marketable securities

 

 

 

 

151

 

 

 

 

Interest received

 

 

 

 

1,361

 

 

 

2,936

 

Exercise of cash-settled deferred share units

 

16(d)

 

 

(474

)

 

 

 

Change in non-cash working capital

 

3,20

 

 

(1,867

)

 

 

(713

)

Net cash provided by operating activities

 

 

 

 

3,481

 

 

 

7,788

 

Investing activities

 

 

 

 

 

 

 

 

Additions to property, plant and equipment

 

9

 

 

(2,638

)

 

 

(1,588

)

Additions to investments

 

12

 

 

(4,032

)

 

 

(8,997

)

Principal payments from investments

 

12

 

 

116

 

 

 

26,907

 

Capital (contributions) distributions from equity-accounted investees

 

13

 

 

(2,866

)

 

 

719

 

Proceeds from disposal of property, plant and equipment

 

 

 

 

43

 

 

 

113

 

Acquisitions

 

4

 

 

(2,900

)

 

 

 

Change in non-cash working capital

 

20

 

 

911

 

 

 

18

 

Net cash (used in) provided by investing activities

 

 

 

 

(11,366

)

 

 

17,172

 

Financing activities

 

 

 

 

 

 

 

 

Payments on lease liabilities, net

 

10,14

 

 

(10,056

)

 

 

(7,512

)

Repurchase of common shares

 

15(b)

 

 

(9,575

)

 

 

(15,031

)

Change in non-cash working capital

 

20

 

 

819

 

 

 

91

 

Net cash used in financing activities

 

 

 

 

(18,812

)

 

 

(22,452

)

Change in cash and cash equivalents

 

 

 

 

(26,697

)

 

 

2,508

 

Adjustment on initial application of amendments to IFRS 9 on January 1, 2026

 

 

 

 

(12,142

)

 

 

 

Cash and cash equivalents, beginning of period

 

 

 

 

252,243

 

 

 

218,359

 

Cash and cash equivalents, end of period

 

 

 

 

213,404

 

 

 

220,867

 

See accompanying notes to the condensed consolidated interim financial statements.

4


SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2026

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

 

 

1.
Description of business

SNDL Inc. (“SNDL” or the “Company”) was incorporated under the Business Corporations Act (Alberta) on August 19, 2006.

The Company’s head office is located at 101, 17220 Stony Plain Road NW, Edmonton, Alberta, Canada, T5S 1K6.

The principal activities of the Company are the retailing of wines, beers and spirits, the operation and support of corporate-owned, controlled and franchised retail cannabis stores in certain Canadian jurisdictions where the private sale of adult-use cannabis is permitted, the manufacturing of cannabis products providing proprietary cannabis processing services, the production, distribution and sale of cannabis in Canada and for export pursuant to the Cannabis Act (Canada) (the “Cannabis Act”), and the deployment of capital to investment opportunities. The Cannabis Act regulates the production, distribution, and possession of cannabis for both medical and adult-use access in Canada.

SNDL and its subsidiaries operate solely in Canada. Through its joint venture, SunStream Bancorp Inc. (“SunStream”) (note 13), the Company provides growth capital that pursues indirect investment and financial services opportunities in the cannabis sector, as well as other investment opportunities. The Company also makes strategic portfolio investments in debt and equity securities.

The Company’s liquor retail operations are seasonal in nature. Accordingly, sales will vary by quarter based on consumer spending behaviour. The Company is able to adjust certain variable costs in response to seasonal revenue patterns; however, costs such as occupancy are fixed, causing the Company to report a higher level of earnings in the third and fourth quarters. This business seasonality results in quarterly performance that is not necessarily indicative of the year’s performance. The cannabis industry is a growing industry and the Company has not observed significant seasonality as of yet.

The Company’s common shares trade on the Nasdaq Capital Market under the ticker symbol “SNDL” and on the Canadian Securities Exchange under the symbol “SNDL”.

U.S. TARIFFS

In early 2025, the U.S. administration imposed certain tariffs on imports from certain countries, including Canada, and in response, the Canadian administration imposed their own tariffs on certain imports from the United States. Canada and the United States continue ongoing negotiations on a new trade and security relationship, though the scope and terms of such negotiations and the agreements they may produce, if any, are unknown. These tariff announcements and the risk of further potential retaliatory tariffs have created uncertainty, which has permeated the economic and investment outlook, impacting current economic conditions, including such issues as the inflation rate and the global supply chain. Aside from the impact on the global economy, these tariffs may continue to impact SNDL.

SNDL is continuing to monitor the evolving situation and the impacts and potential consequences on its financial position. The Company did not experience a significant impact to its financial performance during the three months ended March 31, 2026.

2.
Basis of presentation

Statement of compliance

These condensed consolidated interim financial statements (“financial statements”) have been prepared in accordance with International Accounting Standard 34 – Interim Financial Reporting as issued by the International Accounting Standards Board and interpretations of the International Financial Reporting Interpretations Committee. These financial statements were prepared using the same accounting policies and methods as those disclosed in the

5


SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2026

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

 

 

annual consolidated financial statements for the year ended December 31, 2025. These financial statements should be read in conjunction with the annual consolidated financial statements for the Company for the year ended December 31, 2025.

Certain prior period amounts have been reclassified to conform to current year presentation. Specifically, changes to investments have been separated into additions to investments and principal payments from investments and change in fair value of biological assets has been separated into change in fair value of biological assets and change in fair value of inventory sold, both on the condensed consolidated interim statement of cash flows.

These financial statements were approved and authorized for issue by the board of directors of the Company (the “Board”) on April 28, 2026.

3.
NEW ACCOUNTING STANDARDS

Classification and Measurement of Financial Instruments — Amendments to IFRS 9 and IFRS 7

On January 1, 2026, the Company adopted the amendments to IFRS 9 and IFRS 7 using the prospective application. The amendments include the following:

Clarification on the date of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled through an electronic payment system.
Clarification and further guidance for assessing whether a financial asset meets the solely payments of principal and interest criterion.
New disclosure requirements for certain instruments without contractual terms that can change cash flows.
Updates to the disclosure required for equity instruments designated at FVOCI.

Impact on adoption

At March 31, 2026, there was a $5.7 million net reduction in cash and cash equivalents with an equivalent increase in accounts receivable, which is reflected in the statement of financial position and statement of cash flows. The Company estimated the impact to be approximately $12.1 million net reduction in cash and cash equivalents with an equivalent increase in accounts receivable, had the amendments been in effect for the annual period ending December 31, 2025.

4.
Business acquisitions

On April 9, 2025, the Company announced that it had entered into an arrangement agreement (the “1CM Agreement”) with 1CM Inc. (“1CM”) pursuant to which it would acquire 32 cannabis retail stores (the “1CM Transaction”) operating under the Cost Cannabis and T Cannabis banners in Ontario, Alberta and Saskatchewan (the “1CM Stores”).

Under the terms of the 1CM Agreement, the Company would acquire, with the option to assign, the 1CM Stores for total consideration of $32.2 million cash, subject to certain adjustments at the closing of the 1CM Transaction. The 1CM Stores are comprised of 2 stores in Alberta, 3 stores in Saskatchewan and 27 stores located in Ontario.

The 1CM Transaction is to be completed by way of an arrangement under the Business Corporations Act (Ontario). On June 16, 2025, 1CM announced the approval of the 1CM Transaction by 1CM shareholders. On June 18, 2025, 1CM announced that the Ontario Superior Court of Justice (Commercial List) approved the plan of arrangement involving SNDL.

On December 15, 2025, the Company announced that it had entered into an amended and restated arrangement agreement (the “1CM A&R Agreement”). Under the 1CM A&R Agreement, the parties have agreed to, among other things, complete the 1CM Transaction in two stages to align with the status of required provincial regulatory approvals. The aggregate purchase price for the 1CM Transaction has not been amended.

6


SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2026

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

 

 

On January 7, 2026, the first closing (“First Closing”) was completed and involved the purchase of 5 cannabis retail stores located in Alberta and Saskatchewan. The purchase price for the First Closing was $5.0 million cash, subject to certain adjustments at the time of the First Closing. Pursuant to the 1CM A&R Agreement, the Company had previously paid a $2.0 million non-refundable cash deposit towards the purchase price in respect of the First Closing.

The second closing (“Second Closing”) will involve the purchase of the remaining 27 cannabis retail stores, each of which are located in Ontario. The purchase price for the Second Closing will be $27.2 million cash, subject to certain adjustments at the time of the Second Closing. In addition, the outside date for completion of the 1CM Transaction has been extended from December 31, 2025 to May 31, 2026. The previously paid $1.0 million cash deposit from April 2025 will be applied towards the purchase price in respect of the Second Closing, which is still pending regulatory approval.

The purchase price allocation is not final as the Company continues to obtain and verify information required to determine the fair value of certain assets and liabilities and the amount of deferred income taxes, if any, arising on their recognition.

Due to the inherent complexity associated with valuations and the timing of the acquisition, the amounts below are provisional and subject to adjustment. The fair value of consideration paid was as follows:

 

Provisional

 

Adjustments

 

Provisional

 

Cash

 

5,000

 

 

 

 

5,000

 

The preliminary fair value of the assets and liabilities acquired was as follows:

 

Provisional

 

Adjustments

 

Provisional

 

Inventory

 

385

 

 

22

 

 

407

 

Prepaid expenses and deposits

 

10

 

 

 

 

10

 

Right of use assets

 

554

 

 

1,150

 

 

1,704

 

Property, plant and equipment

 

1,172

 

 

 

 

1,172

 

Lease liabilities

 

(435

)

 

(870

)

 

(1,305

)

Total identifiable net assets acquired

 

1,686

 

 

302

 

 

1,988

 

Goodwill

 

3,314

 

 

(302

)

 

3,012

 

 

 

5,000

 

 

 

 

5,000

 

Goodwill reflects benefits arising from the acquisition that are not individually identifiable or separately recognizable, including expected operational synergies and future growth opportunities.

As new information is obtained within one year of the date of acquisition, about facts and circumstances that existed at the date of acquisition, the accounting for the acquisition will be revised.

The consolidated financial statements incorporate the operations of the 5 cannabis retail stores located in Alberta and Saskatchewan commencing January 8, 2026. During the period January 8, 2026 to March 31, 2026 the Company recorded revenues of $0.9 million and a net loss of $0.2 million from the 5 cannabis retail stores. Had the First Closing closed on January 1, 2026, management estimates that for the period January 1, 2026, to January 7, 2026, revenue would have increased by $79 thousand and net loss would have increased by $17 thousand. In determining these amounts, management assumes the fair values on the date of acquisition would have been the same as if the acquisition had occurred on January 1, 2026.

The Company incurred costs related to the First Closing of $0.1 million which have been included in transaction costs.

5.
Segment information

The Company’s reportable segments are organized by business line and are comprised of four reportable segments: liquor retail, cannabis retail, cannabis operations, and investments.

7


SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2026

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

 

 

Liquor retail includes the sale of wines, beers and spirits through wholly owned liquor stores. Cannabis retail includes the private sale of adult-use cannabis products and accessories through corporate-owned, controlled and franchised retail cannabis stores. Cannabis operations include the cultivation, distribution and sale of cannabis for the adult-use and medical markets domestically and for export, and providing proprietary cannabis processing services, in addition to product development, manufacturing, and commercialization of cannabis consumer packaged goods. Investments include the deployment of capital to investment opportunities. Certain overhead expenses not directly attributable to any operating segment are reported as “Corporate”.

 

Cannabis
Retail

 

Cannabis
Operations

 

Intersegment
Eliminations

 

Cannabis
Total

 

Liquor
Retail

 

Investments

 

Corporate

 

Total

 

As at March 31, 2026

 

Total assets

 

206,508

 

 

211,380

 

 

 

 

417,888

 

 

319,076

 

 

410,095

 

 

167,580

 

 

1,314,639

 

Three months ended March 31, 2026

 

Net revenue (1)

 

77,345

 

 

29,432

 

 

(14,954

)

 

91,823

 

 

104,083

 

 

 

 

 

 

195,906

 

Gross profit

 

20,352

 

 

5,802

 

 

 

 

26,154

 

 

26,658

 

 

 

 

 

 

52,812

 

Operating income (loss)

 

1,116

 

 

(6,942

)

 

 

 

(5,826

)

 

(3,160

)

 

2,038

 

 

(2,166

)

 

(9,114

)

Earnings (loss) before income tax

 

554

 

 

(7,109

)

 

 

 

(6,555

)

 

(4,572

)

 

2,038

 

 

(2,319

)

 

(11,408

)

(1)
The Company has eliminated $15.0 million for the three months ended March 31, 2026 of cannabis operations revenue and equal cost of sales associated with sales to provincial boards that are expected to be subsequently repurchased by the Company’s licensed retail subsidiaries for resale, at which point the full retail sales revenue will be recognized.

 

Cannabis
Retail

 

Cannabis
Operations

 

Intersegment
Eliminations

 

Cannabis
Total

 

Liquor
Retail

 

Investments

 

Corporate

 

Total

 

As at December 31, 2025

 

Total assets

 

219,462

 

 

211,625

 

 

 

 

431,087

 

 

324,447

 

 

397,537

 

 

182,846

 

 

1,335,917

 

Three months ended March 31, 2025

 

Net revenue (1)

 

77,540

 

 

34,319

 

 

(16,417

)

 

95,442

 

 

109,472

 

 

 

 

 

 

204,914

 

Gross profit

 

19,627

 

 

9,211

 

 

 

 

28,838

 

 

27,803

 

 

 

 

 

 

56,641

 

Operating income (loss) (2)

 

1,327

 

 

(6,171

)

 

 

 

(4,844

)

 

(2,417

)

 

(1,601

)

 

(3,191

)

 

(12,053

)

Earnings (loss) before income tax (2)

 

774

 

 

(6,318

)

 

 

 

(5,544

)

 

(3,462

)

 

(1,601

)

 

(4,100

)

 

(14,707

)

(1)
The Company has eliminated $16.4 million for the three months ended March 31, 2025 of cannabis operations revenue and equal cost of sales associated with sales to provincial boards that are expected to be subsequently repurchased by the Company’s licensed retail subsidiaries for resale, at which point the full retail sales revenue will be recognized.
(2)
Recast - refer to description below

In 2026, the Company began allocating applicable direct and indirect overhead costs from the corporate segment to each individual operating segment all categorized within general and administrative expenses. The Company has recast the comparative period to illustrate the impact of these allocations had they been done during the prior period.

The following table presents the effect of the adjustments made to operating income (loss) and earnings (loss) before income tax for the periods indicated.

8


SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2026

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

 

 

 

Cannabis
Retail

 

Cannabis
Operations

 

Intersegment
Eliminations

 

Cannabis
Total

 

Liquor
Retail

 

Investments

 

Corporate

 

Total

 

Three months ended March 31, 2025

 

Operating income (loss) as previously reported

 

5,162

 

 

(486

)

 

 

 

4,676

 

 

1,980

 

 

(1,601

)

 

(17,108

)

 

(12,053

)

Adjustment to general and administrative expenses

 

(3,835

)

 

(5,685

)

 

 

 

(9,520

)

 

(4,397

)

 

 

 

13,917

 

 

 

Operating income (loss) as recast

 

1,327

 

 

(6,171

)

 

 

 

(4,844

)

 

(2,417

)

 

(1,601

)

 

(3,191

)

 

(12,053

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) before income tax as previously reported

 

4,609

 

 

(633

)

 

 

 

3,976

 

 

935

 

 

(1,601

)

 

(18,017

)

 

(14,707

)

Adjustment to general and administrative expenses

 

(3,835

)

 

(5,685

)

 

 

 

(9,520

)

 

(4,397

)

 

 

 

13,917

 

 

 

Earnings (loss) before income tax as recast

 

774

 

 

(6,318

)

 

 

 

(5,544

)

 

(3,462

)

 

(1,601

)

 

(4,100

)

 

(14,707

)

Geographical disclosure

As at March 31, 2026, the Company had non-current assets related to credit investments in the United States of $395.4 million (December 31, 2025 – $385.5 million). For the three months ended March 31, 2026, share of profit of equity-accounted investees related to operations in the United States was a profit of $0.5 million (three months ended March 31, 2025 – loss of $4.5 million). All other non-current assets relate to operations in Canada and revenues from external customers relate to operations in Canada.

6.
biological assets

The Company’s biological assets consist of cannabis plants in various stages of vegetation, including plants which have not been harvested. The change in carrying value of biological assets is as follows:

As at

March 31, 2026

 

December 31, 2025

 

Balance, beginning of year

 

3,120

 

 

1,187

 

Increase in biological assets due to capitalized costs

 

4,713

 

 

16,082

 

Net change in fair value of biological assets

 

46

 

 

2,322

 

Transferred to inventory upon harvest

 

(4,910

)

 

(16,471

)

Balance, end of period

 

2,969

 

 

3,120

 

Biological assets are valued in accordance with International Accounting Standard 41 – Agriculture and are presented at their fair value less costs to sell up to the point of harvest. This is determined using a model which estimates the expected harvest yield in grams for plants currently being cultivated, and then adjusts that amount for the expected selling price less costs to produce and sell per gram.

The fair value measurements for biological assets have been categorized as Level 3 fair values based on the inputs to the valuation technique used. The Company’s method of accounting for biological assets attributes value accretion on a straight-line basis throughout the life of the biological asset from initial cloning to the point of harvest.

The Company estimates the harvest yields for cannabis at various stages of growth. As at March 31, 2026, it is estimated that the Company’s biological assets will yield approximately 11,785 kilograms (December 31, 2025 – 12,189

9


SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2026

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

 

 

kilograms) of dry cannabis when harvested. During the three months ended March 31, 2026, the Company harvested 8,941 kilograms of dry cannabis (three months ended March 31, 2025 – 6,736 kilograms).

7.
Inventory

As at

March 31, 2026

 

December 31, 2025

 

Retail liquor

 

77,216

 

 

75,145

 

Retail cannabis

 

15,772

 

 

16,348

 

Harvested cannabis

 

 

 

 

Work-in-progress

 

2,902

 

 

2,203

 

Finished goods

 

5,434

 

 

4,342

 

Manufactured cannabis

 

 

 

 

Dried cannabis & biomass

 

5,397

 

 

2,270

 

Work in progress

 

13,871

 

 

12,577

 

Finished goods

 

5,566

 

 

5,600

 

Packaging supplies and consumables

 

8,824

 

 

8,392

 

 

 

134,982

 

 

126,877

 

During the three months ended March 31, 2026, inventories of $141.5 million were recognized in cost of sales as an expense (three months ended March 31, 2025 – $148.8 million).

During the three months ended March 31, 2026, the Company recognized inventory write downs of $1.4 million (three months ended March 31, 2025 – $0.6 million).

8.
Right of use assets

Cost

 

 

 

Balance at December 31, 2025

 

 

270,591

 

Acquisition (note 4)

 

 

1,704

 

Additions

 

 

3,858

 

Renewals, remeasurements and dispositions

 

 

778

 

Balance at March 31, 2026

 

 

276,931

 

 

 

 

 

Accumulated depreciation and impairment

 

 

 

Balance at December 31, 2025

 

 

132,238

 

Depreciation

 

 

8,141

 

Impairment reversal

 

 

(300

)

Balance at March 31, 2026

 

 

140,079

 

 

 

 

 

Net book value

 

 

 

Balance at December 31, 2025

 

 

138,353

 

Balance at March 31, 2026

 

 

136,852

 

For the three months ended March 31, 2026, renewals, remeasurements and dispositions of $0.8 million mainly related to lease renewals for which the Company reassessed likely terms.

For the three months ended March 31, 2026, the Company recorded the following net impairment losses (reversals) on right of use assets:

10


SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2026

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

 

 

 

Reporting Segment

 

 

 

Three months ended

Liquor retail

 

Cannabis retail

 

Total

 

March 31, 2026

 

 

 

(300

)

 

(300

)

Refer to note 9 for the significant assumptions applied in the impairment test.

For the three months ended March 31, 2025, the Company recorded the following net impairment losses (reversals) on right of use assets:

 

Reporting Segment

 

 

 

Three months ended

Liquor retail

 

Cannabis retail

 

Total

 

March 31, 2025

 

 

 

(468

)

 

(468

)

 

9.
Property, plant and equipment

 

Land

 

Production facilities

 

Leasehold improvements

 

Equipment

 

Construction
in progress

 

Total

 

Cost

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2025

 

9,454

 

 

69,519

 

 

84,580

 

 

111,672

 

 

5,153

 

 

280,378

 

Acquisition (note 4)

 

 

 

 

 

1,172

 

 

 

 

 

 

1,172

 

Additions

 

 

 

29

 

 

64

 

 

1,313

 

 

321

 

 

1,727

 

Transfers from CIP

 

 

 

 

 

785

 

 

26

 

 

(811

)

 

 

Dispositions

 

 

 

 

 

 

 

 

 

 

 

 

Balance at March 31, 2026

 

9,454

 

 

69,548

 

 

86,601

 

 

113,011

 

 

4,663

 

 

283,277

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated depreciation and impairment

 

Balance at December 31, 2025

 

689

 

 

11,567

 

 

45,907

 

 

70,315

 

 

 

 

128,478

 

Depreciation

 

750

 

 

120

 

 

2,188

 

 

2,221

 

 

 

 

5,279

 

Impairment (recovery)

 

 

 

475

 

 

(277

)

 

(76

)

 

 

 

122

 

Dispositions

 

 

 

 

 

 

 

 

 

 

 

 

Balance at March 31, 2026

 

1,439

 

 

12,162

 

 

47,818

 

 

72,460

 

 

 

 

133,879

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net book value

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2025

 

8,765

 

 

57,952

 

 

38,673

 

 

41,357

 

 

5,153

 

 

151,900

 

Balance at March 31, 2026

 

8,015

 

 

57,386

 

 

38,783

 

 

40,551

 

 

4,663

 

 

149,398

 

During the three months ended March 31, 2026, depreciation expense of $1.3 million was capitalized to biological assets and inventory (three months ended March 31, 2025 – $1.0 million).

During the three months ended March 31, 2026, the Company determined that indicators of impairment existed relating to the Stellarton facility due to slow moving market conditions. The estimated recoverable amount of the facility was determined to be its fair value less costs of disposal and an impairment of $0.5 million was recorded to write down the facility to its recoverable amount of $1.9 million. The fair value measurement is categorized within Level 3 of the fair value hierarchy. The impairment was recognized in the Company’s cannabis operations reporting segment.

During the three months ended March 31, 2026, the Company determined that indicators of impairment reversal existed relating to one cannabis retail store and three liquor retail stores showing improved store level operating results. For impairment testing of retail property, plant and equipment and right of use assets, the Company determined that a cash generating unit (“CGU”) was defined as each individual retail store. The Company completed impairment tests for each CGU determined to have an indicator of potential impairment or impairment reversal using a discounted cash flow model. The recoverable amounts for each CGU were based on the higher of its estimated value

11


SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2026

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

 

 

in use and fair value less costs of disposal using Level 3 inputs. The significant assumptions applied in the impairment test are described below:

Cash flows: Projected future sales and earnings for cash flows are based on actual operating results and operating forecasts. Management determined forecasted growth rates of sales based on past performance, expectations of future performance for each location and industry averages. Expenditures were based upon a combination of historical percentages of revenue, sales growth rates, forecasted inflation rates and contractual lease payments. The duration of the cash flow projections for individual CGUs is 5 years or based on the remaining lease term of the CGU.
Discount rate: A pre-tax discount rate range of 11.0% – 13.5% was estimated and is based on market assessments of the time value of money and CGU specific risks to determine the weighted average cost of capital for the given CGU.

For the three months ended March 31, 2026, the Company recorded the following net impairment losses (reversals) on retail property, plant and equipment:

 

Reporting Segment

 

 

 

Three months ended

Liquor retail

 

Cannabis retail

 

Total

 

March 31, 2026

 

(171

)

 

(182

)

 

(353

)

The Company also recorded impairment losses and impairment reversals on right of use assets (note 8).

For the three months ended March 31, 2025, the Company recorded the following net impairment losses (reversals) on retail property, plant and equipment:

 

Reporting Segment

 

 

 

Three months ended

Liquor retail

 

Cannabis retail

 

Total

 

March 31, 2025

 

 

 

(263

)

 

(263

)

10.
Net investment in subleases

 

March 31, 2026

 

December 31, 2025

 

Balance, beginning of year

 

14,418

 

 

18,186

 

Finance income

 

137

 

 

612

 

Rents recovered (payments made directly to landlords)

 

(837

)

 

(3,342

)

Dispositions and remeasurements

 

403

 

 

(1,038

)

Balance, end of period

 

14,121

 

 

14,418

 

 

 

 

 

 

Current portion

 

2,877

 

 

2,775

 

Long-term

 

11,244

 

 

11,643

 

Net investment in subleases represent leased retail stores that have been subleased to certain franchise partners. These subleases are classified as a finance lease as the sublease terms are for the remaining term of the head lease.

12


SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2026

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

 

 

11.
Intangible assets

 

Brands and trademarks

 

Franchise agreements

 

Software

 

Retail
licenses

 

Total

 

Cost

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2025

 

81,900

 

 

10,000

 

 

5,589

 

 

6,482

 

 

103,971

 

Balance at March 31, 2026

 

81,900

 

 

10,000

 

 

5,589

 

 

6,482

 

 

103,971

 

 

 

 

 

 

 

 

 

 

 

Accumulated amortization and impairment

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2025

 

35,792

 

 

5,564

 

 

3,365

 

 

730

 

 

45,451

 

Amortization

 

43

 

 

308

 

 

224

 

 

121

 

 

696

 

Balance at March 31, 2026

 

35,835

 

 

5,872

 

 

3,589

 

 

851

 

 

46,147

 

 

 

 

 

 

 

 

 

 

 

Net book value

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2025

 

46,108

 

 

4,436

 

 

2,224

 

 

5,752

 

 

58,520

 

Balance at March 31, 2026

 

46,065

 

 

4,128

 

 

2,000

 

 

5,631

 

 

57,824

 

 

12.
Investments

As at

March 31, 2026

 

December 31, 2025

 

Investments at amortized cost

 

708

 

 

822

 

Investments at FVOCI

 

13,976

 

 

11,236

 

 

 

14,684

 

 

12,058

 

 

 

 

 

 

Current portion

 

362

 

 

484

 

Long-term

 

14,322

 

 

11,574

 

Investments at amortized cost

The Company has loans outstanding to franchise partners with a total balance of $0.7 million, maturity dates ranging from August 2026 to June 2030, and annual interest rates ranging from 7.5% – 8%.

Investments at fAIR vALUE tHROUGH OTHER COMPREHENSIVE INCOME

During the three months ended March 31, 2026, the Company acquired an additional $4.0 million of investments in listed common shares that are not held for trading, for which the Company irrevocably elected at initial recognition to designate at fair value through other comprehensive income. The shares were marked to market to $14.0 million as a Level 1 investment and the corresponding $1.3 million loss was recognized in other comprehensive income.

13.
Equity-accounted investees

As at

March 31, 2026

 

December 31, 2025

 

Interest in joint venture

 

395,411

 

 

385,534

 

SunStream is a joint venture in which the Company has a 50% ownership interest. SunStream is a private company, incorporated under the Business Corporations Act (Alberta), which provides growth capital that pursues indirect investment and financial services opportunities in the cannabis sector, as well as other investment opportunities.

SunStream is structured separately from the Company, and the Company has a residual interest in the net assets of SunStream. Accordingly, the Company has classified its interest in SunStream as a joint venture, which is accounted for using the equity-method.

13


SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2026

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

 

 

The current investment portfolio of SunStream is comprised of secured debt, hybrid debt, derivative instruments and convertible equity instruments with United States based cannabis businesses. These investments are recorded at fair value each reporting period with any changes in fair value recorded through profit or loss. SunStream actively monitors these investments for changes in credit risk, market risk and other risks specific to each investment.

The following table summarizes the carrying amount of the Company’s interest in the joint venture:

 

 

Carrying amount

 

Balance at December 31, 2025

 

 

385,534

 

Share of net earnings

 

 

501

 

Share of other comprehensive income (taxes at 23%)

 

 

6,510

 

Capital contributions

 

 

2,866

 

Balance at March 31, 2026

 

 

395,411

 

SunStream is a related party due to it being classified as a joint venture of the Company. Capital contributions to the joint venture and distributions received from the joint venture are classified as related party transactions.

The following table summarizes the financial information of SunStream:

As at

March 31, 2026

 

March 31, 2025

 

Current assets (including cash and cash equivalents - 2026: $0.2 million, 2025: $0.7 million)

 

3,174

 

 

2,058

 

Non-current assets

 

373,912

 

 

402,960

 

Current liabilities

 

(10,088

)

 

(1,144

)

Net assets (liabilities) (100%)

 

366,998

 

 

403,874

 

 

 

 

 

 

Three months ended March 31

2026

 

2025

 

Revenue (loss)

 

1,131

 

 

(3,874

)

Profit (loss) from operations

 

724

 

 

(4,245

)

Other comprehensive income (loss)

 

6,510

 

 

(348

)

Total comprehensive income (loss)

 

7,192

 

 

(4,539

)

 

14.
Lease Liabilities

 

March 31, 2026

 

December 31, 2025

 

Balance, beginning of year

 

169,933

 

 

152,273

 

Acquisition (note 4)

 

1,305

 

 

 

Additions

 

3,917

 

 

9,634

 

Lease payments

 

(10,893

)

 

(42,587

)

Renewals, remeasurements and dispositions

 

1,132

 

 

42,790

 

Tenant inducement allowances received

 

804

 

 

303

 

Accretion expense

 

2,173

 

 

7,520

 

Balance, end of period

 

168,371

 

 

169,933

 

 

 

 

 

 

Current portion

 

34,990

 

 

35,462

 

Long-term

 

133,381

 

 

134,471

 

For the three months ended March 31, 2026, renewals, remeasurements and dispositions of $1.1 million mainly related to lease renewals for which the Company reassessed likely terms.

14


SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2026

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

 

 

The following table presents the contractual undiscounted cash flows, excluding periods covered by lessee lease extension options that have been included in the determination of the lease term, related to the Company’s lease liabilities as at March 31, 2026:

 

 

March 31, 2026

 

Less than one year

 

 

43,711

 

One to three years

 

 

72,651

 

Three to five years

 

 

50,174

 

Thereafter

 

 

11,120

 

Minimum lease payments

 

 

177,656

 

 

15.
Share capital and warrants
A)
Authorized

The authorized capital of the Company consists of an unlimited number of voting common shares and preferred shares with no par value.

B)
Issued and outstanding

 

 

March 31, 2026

 

December 31, 2025

 

 

Note

Number of
Shares

 

Carrying
Amount

 

Number of
Shares

 

Carrying
Amount

 

Balance, beginning of year

 

 

263,359,123

 

 

2,310,398

 

 

263,021,847

 

 

2,346,728

 

Share repurchases

 

 

(4,453,358

)

 

(38,760

)

 

(5,899,897

)

 

(52,688

)

Employee awards exercised

 

 

1,265,453

 

 

2,755

 

 

6,237,173

 

 

16,358

 

Balance, end of period

 

 

260,171,218

 

 

2,274,393

 

 

263,359,123

 

 

2,310,398

 

During the three months ended March 31, 2026, the Company purchased and cancelled 4.5 million common shares, pursuant to its repurchase program, at a weighted average price, excluding commissions, of $2.13 (US$1.56) per common share for a total cost of $9.6 million including commissions. Accumulated deficit was reduced by $29.5 million, representing the excess of the average carrying value of the common shares over their purchase price.

16.
Share-based compensation

The Company has a number of share-based compensation plans which include simple and performance warrants, stock options, restricted share units (“RSUs”) and deferred share units (“DSUs”). During 2019, the Company established the stock option, RSU and DSU plans to replace the granting of simple warrants and performance warrants.

The components of share-based compensation expense are as follows:

 

Three months ended
March 31

 

 

2026

 

2025

 

Equity-settled expense

 

 

 

 

Restricted share units (C)

 

1,806

 

 

2,459

 

Cash-settled (recovery) expense

 

 

 

 

Deferred share units (1) (D)

 

(1,190

)

 

(1,071

)

 

616

 

 

1,388

 

(1)
Cash-settled DSUs are accounted for as a liability and are measured at fair value based on the market value of the Company’s common shares at each period end. Fluctuations in the fair value are recognized during the period in which they occur.

15


SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2026

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

 

 

Equity-settled plans

A)
Simple and performance warrants

The Company issued simple warrants and performance warrants to employees, directors and others at the discretion of the Board. Simple and performance warrants granted generally vest annually over a three-year period, simple warrants expire five years after the grant date and performance warrants expire five years after vesting criteria are met.

The following table summarizes changes in the simple and performance warrants during the three months ended March 31, 2026:

 

 

Simple
warrants
outstanding

 

 

Weighted
average
exercise price

 

 

Performance
warrants
outstanding

 

 

Weighted
average
exercise price

 

Balance at December 31, 2025

 

 

16,320

 

 

$

64.32

 

 

 

20,800

 

 

$

40.38

 

Forfeited

 

 

(320

)

 

 

155.19

 

 

 

 

 

 

0.00

 

Expired

 

 

 

 

 

0.00

 

 

 

(12,800

)

 

 

18.75

 

Balance at March 31, 2026

 

 

16,000

 

 

$

62.50

 

 

 

8,000

 

 

$

75.00

 

The following table summarizes outstanding simple and performance warrants as at March 31, 2026:

 

 

Warrants outstanding

 

 

Warrants exercisable

 

Range of exercise prices

 

Number of
warrants

 

 

Weighted
average
exercise
price

 

 

Weighted
average
contractual
life (years)

 

 

Number of
warrants

 

 

Weighted
average
exercise
price

 

 

Weighted
average
contractual
life (years)

 

Simple warrants

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$62.50 - $93.75

 

 

16,000

 

 

$

62.50

 

 

 

0.78

 

 

 

16,000

 

 

$

62.50

 

 

 

0.78

 

Performance warrants

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$62.50 - $93.75

 

 

8,000

 

 

$

75.00

 

 

n/a

 

 

 

 

 

$

 

 

n/a

 

B)
Stock options

The Company issues stock options to employees and others at the discretion of the Board. Stock options granted generally vest annually over a three-year period and generally expire ten years after the grant date.

The following table summarizes changes in stock options during the three months ended March 31, 2026:

 

 

Stock options outstanding

 

 

Weighted
average
exercise price

 

Balance at December 31, 2025

 

 

320,951

 

 

$

11.86

 

Forfeited

 

 

(236,853

)

 

 

11.79

 

Balance at March 31, 2026

 

 

84,098

 

 

$

12.05

 

 

16


SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2026

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

 

 

The following table summarizes outstanding stock options as at March 31, 2026:

 

 

Stock options outstanding

 

 

Stock options exercisable

 

Exercise prices

 

Number of
options

 

 

Weighted
average
contractual
life (years)

 

 

Number of
options

 

 

Weighted
average
contractual
life (years)

 

$11.50

 

 

10,000

 

 

 

4.16

 

 

 

10,000

 

 

 

4.16

 

$11.79

 

 

64,738

 

 

 

0.80

 

 

 

64,738

 

 

 

0.80

 

$11.90

 

 

8,160

 

 

 

4.24

 

 

 

8,160

 

 

 

4.24

 

$31.50

 

 

1,200

 

 

 

1.73

 

 

 

1,200

 

 

 

1.73

 

 

 

 

84,098

 

 

 

1.55

 

 

 

84,098

 

 

 

1.55

 

C)
Restricted share units

RSUs are granted to employees and the vesting requirements and maximum term are at the discretion of the Board. RSUs are exchangeable for an equal number of common shares.

The following table summarizes changes in RSUs during the three months ended March 31, 2026:

 

 

 

 

RSUs
outstanding

 

Balance at December 31, 2025

 

 

 

 

6,855,023

 

Granted

 

 

 

 

3,699,608

 

Forfeited

 

 

 

 

(599,755

)

Exercised

 

 

 

 

(1,265,453

)

Balance at March 31, 2026

 

 

 

 

8,689,423

 

At March 31, 2026, no RSUs were vested or exercisable.

Cash-settled plans

D)
Deferred share units

DSUs are granted to directors and generally vest in equal instalments over one year. DSUs are settled by making a cash payment to the holder equal to the fair value of the Company’s common shares calculated at the date of such payment.

The DSU plan was amended for grants made in 2025 and onward, allowing directors who have met the Company’s share ownership guidelines to select a redemption date based on specific criteria. All DSUs granted prior to December 31, 2024 can only be exercised once a director ceases to be on the Board. The fair value of DSUs that will be redeemed within the next year are classified as a current liability within accounts payable.

As at March 31, 2026, the Company recognized a liability of $6.5 million relating to the fair value of cash-settled DSUs (December 31, 2025 – $8.1 million) with $6.4 million (December 31, 2025 – $7.6 million) included as a non-current liability within other liabilities and $0.1 million (December 31, 2025 – $0.5 million) included as a current liability within accounts payable.

17


SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2026

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

 

 

The following table summarizes changes in DSUs during the three months ended March 31, 2026:

 

 

 

 

DSUs
outstanding

 

Balance at December 31, 2025

 

 

 

 

3,568,503

 

Granted

 

 

 

 

157,107

 

Exercised

 

 

 

 

(217,602

)

Balance at March 31, 2026

 

 

 

 

3,508,008

 

At March 31, 2026, 3.51 million DSUs were vested (December 31, 2025 – 3.57 million) and 0.1 million were exercisable (December 31, 2025 – 0.3 million).

17.
NET revenue

Liquor retail revenue is derived from the sale of wines, beers and spirits to customers and proprietary licensing. Cannabis retail revenue is derived from retail cannabis sales to customers, proprietary licensing, franchise revenue consisting of royalty and franchise fee revenue, and other revenue consisting of millwork, supply and accessories revenue. Cannabis operations revenue is derived from contracts with customers and is comprised of sales to provincial boards that sell cannabis through their respective distribution models, sales to licensed producers for further processing, provision of proprietary cannabis processing services, product development, manufacturing and commercialization of cannabis consumer products and sales to medical customers.

 

Three months ended
March 31

 

 

2026

 

2025

 

Liquor retail revenue

 

 

 

 

Retail

 

103,696

 

 

109,022

 

Proprietary licensing

 

387

 

 

450

 

Liquor retail revenue

 

104,083

 

 

109,472

 

Cannabis retail revenue

 

 

 

 

Retail

 

72,449

 

 

72,256

 

Proprietary licensing

 

3,865

 

 

4,077

 

Franchise

 

1,031

 

 

1,207

 

Cannabis retail revenue

 

77,345

 

 

77,540

 

Cannabis operations revenue

 

 

 

 

Provincial boards

 

32,577

 

 

34,855

 

Wholesale

 

7,586

 

 

11,483

 

Analytical testing and other

 

108

 

 

204

 

Intersegment eliminations

 

(14,954

)

 

(16,417

)

Cannabis operations revenue

 

25,317

 

 

30,125

 

Gross revenue

 

206,745

 

 

217,137

 

Excise taxes (1)

 

10,839

 

 

12,223

 

Net revenue

 

195,906

 

 

204,914

 

(1)
Excise tax is only applicable to cannabis operations provincial board revenue.

18


SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2026

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

 

 

18.
Investment income

 

Three months ended
March 31

 

 

2026

 

2025

 

Interest income from investments at amortized cost

 

14

 

 

1,373

 

Interest income from cash

 

1,468

 

 

1,483

 

Gain on marketable securities

 

55

 

 

 

 

 

1,537

 

 

2,856

 

 

19.
Other (expenses) INCOME, NET

 

Three months ended
March 31

 

 

2026

 

2025

 

Finance (costs) income

 

 

 

 

Accretion on lease liabilities

 

(2,173

)

 

(1,830

)

Financial guarantee liability recovery

 

12

 

 

14

 

Other finance costs

 

(38

)

 

(41

)

Interest income

 

137

 

 

167

 

Total finance costs

 

(2,062

)

 

(1,690

)

Change in fair value of derivative warrants

 

 

 

12

 

Transaction costs

 

(341

)

 

(778

)

Foreign exchange loss

 

109

 

 

(198

)

 

 

(2,294

)

 

(2,654

)

 

19


SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2026

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

 

 

20.
SUPPLEMENTAL CASH FLOW DISCLOSURES

 

Three months ended
March 31

 

 

2026

 

2025

 

Cash provided by (used in):

 

 

 

 

Accounts receivable

 

10,802

 

 

(1,591

)

Biological assets

 

197

 

 

(751

)

Inventory

 

(9,374

)

 

(5,571

)

Prepaid expenses and deposits

 

321

 

 

5,979

 

Investments

 

 

 

27

 

Right of use assets

 

(3,859

)

 

6

 

Property, plant and equipment

 

911

 

 

(9

)

Accounts payable and accrued liabilities

 

(3,856

)

 

1,244

 

Lease liabilities

 

4,721

 

 

62

 

 

 

(137

)

 

(604

)

 

 

 

 

 

Changes in non-cash working capital relating to:

 

 

 

 

Operating

 

(1,867

)

 

(713

)

Investing

 

911

 

 

18

 

Financing

 

819

 

 

91

 

 

 

(137

)

 

(604

)

 

21.
Earnings (Loss) per share

 

 

Three months ended
March 31

 

 

 

2026

 

 

2025

 

Weighted average shares outstanding (000s)

 

 

 

 

 

 

Basic and diluted (1)

 

 

261,299

 

 

 

259,127

 

Net loss attributable to owners of the Company

 

 

(9,911

)

 

 

(14,707

)

Per share - basic and diluted

 

$

(0.04

)

 

$

(0.06

)

(1)
For the three months ended March 31, 2026, there were 54.4 thousand equity classified warrants, 16.0 thousand simple warrants, 8.0 thousand performance warrants, 0.1 million stock options and 8.7 million RSUs that were excluded from the calculation as the impact was anti-dilutive (three months ended March 31, 2025 – 118.4 thousand equity classified warrants, 50.0 thousand derivative warrants, 37.6 thousand simple warrants, 24.8 thousand performance warrants, 0.6 million stock options and 13.3 million RSUs).
22.
Financial instruments

The financial instruments recognized on the consolidated statement of financial position are comprised of cash and cash equivalents, restricted cash, marketable securities, accounts receivable, investments at amortized cost, investments at FVOCI and accounts payable and accrued liabilities.

Fair value

The carrying value of cash and cash equivalents, restricted cash, accounts receivable and accounts payable and accrued liabilities approximate their fair value due to the short-term nature of the instruments. The carrying value of investments at amortized cost approximate their fair value as the fixed interest rates approximate market rates for comparable transactions.

20


SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2026

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

 

 

Fair value measurements of marketable securities, investments at FVOCI and derivative warrants are as follows:

 

 

 

Fair value measurements using

 

March 31, 2026

Carrying
amount

 

Level 1

 

Level 2

 

Level 3

 

Recurring measurements:

 

 

 

 

 

 

 

 

Financial assets

 

 

 

 

 

 

 

 

Marketable securities

 

139

 

 

139

 

 

 

 

 

Investments at FVOCI

 

13,976

 

 

13,976

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value measurements using

 

December 31, 2025

Carrying
amount

 

Level 1

 

Level 2

 

Level 3

 

Recurring measurements:

 

 

 

 

 

 

 

 

Financial assets

 

 

 

 

 

 

 

 

Marketable securities

 

84

 

 

84

 

 

 

 

 

Investments at FVOCI

 

11,236

 

 

11,236

 

 

 

 

 

There were no transfers between Levels 1, 2 and 3 inputs during the period.

23.
Commitments and contingencies

The following table summarizes contractual commitments at March 31, 2026:

 

Less than
one year

 

One to three
years

 

Three to five
years

 

Thereafter

 

Total

 

Accounts payable and accrued liabilities

 

51,799

 

 

 

 

 

 

 

 

51,799

 

Financial guarantee liability

 

 

 

135

 

 

 

 

 

 

135

 

Loyalty liability

 

 

 

388

 

 

 

 

 

 

388

 

Balance, end of year

 

51,799

 

 

523

 

 

 

 

 

 

52,322

 

A)
Commitments

The Company has entered into certain supply agreements to provide dried cannabis and cannabis products to third parties. The contracts require the provision of various amounts of dried cannabis on or before certain dates. Should the Company not deliver the product in the agreed timeframe, financial penalties apply which may be paid either in product in-kind or cash.

B)
Contingencies

From time to time, the Company and its subsidiaries are or may become involved in various legal claims and actions which arise in the ordinary course of their business and operations. While the outcome of any such claim or action is inherently uncertain, after consulting with counsel, the Company believes that the losses that may result, if any, will not be material to the consolidated financial statements.

21


EXHIBIT 99.2

img261646563_0.jpg

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SNDL Inc.

Management’s Discussion and Analysis

For the three months ended March 31, 2026

 

 

 

 


 

Management’s Discussion and Analysis

This Management’s Discussion and Analysis (“MD&A”) of the financial condition and performance of SNDL Inc. (“SNDL” or the “Company”) for the three months ended March 31, 2026 is dated April 28, 2026. This MD&A should be read in conjunction with the Company’s condensed consolidated interim financial statements and the notes thereto for the three months ended March 31, 2026 (the “Interim Financial Statements”) and the audited consolidated financial statements and notes thereto for the year ended December 31, 2025 (the “Audited Financial Statements”) and the risks identified in the Company’s Annual Information Form for the year ended December 31, 2025 (the “AIF”) and elsewhere in this MD&A. This MD&A has been prepared in accordance with National Instrument 51-102 - Continuous Disclosure Obligations and is presented in thousands of Canadian dollars, except where otherwise indicated.

MD&A – Table of Contents

COMPANY OVERVIEW

1

RECENT DEVELOPMENTS

2

Other developments

3

FINANCIAL HIGHLIGHTS

4

CONSOLIDATED RESULTS

4

OPERATING SEGMENTS

5

LIQUOR RETAIL SEGMENT RESULTS

7

CANNABIS RETAIL SEGMENT RESULTS

8

CANNABIS OPERATIONS SEGMENT RESULTS

9

INVESTMENTS SEGMENT RESULTS

10

SELECTED QUARTERLY INFORMATION

10

LIQUIDITY AND CAPITAL RESOURCES

11

CONTRACTUAL COMMITMENTS AND CONTINGENCIES

14

NON-IFRS FINANCIAL MEASURES AND OTHER MEASURES

14

RELATED PARTIES

16

OFF BALANCE SHEET ARRANGEMENTS

16

CRITICAL ACCOUNTING ESTIMATES

16

NEW ACCOUNTING PRONOUNCEMENTS

17

RISK FACTORS

18

DISCLOSURE CONTROLS AND PROCEDURES

18

INTERNAL CONTROL OVER FINANCIAL REPORTING

18

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

18

ABBREVIATIONS

18

FORWARD-LOOKING INFORMATION

19

ADDITIONAL INFORMATION

20

 

 


 

COMPANY OVERVIEW

SNDL operates under four reportable segments:

Liquor retail sales of wines, beers and spirits;
Cannabis retail sales of cannabis products and accessories through corporate-owned, controlled and franchised cannabis retail operations;
Cannabis operations as a licensed producer that grows cannabis using indoor facilities and manufactures cannabis products, providing proprietary cannabis processing services; and
Investments targeting the cannabis industry.

The principal activities of the Company are: (i) the retailing of wines, beers and spirits under the Wine and Beyond, Ace Liquor and Liquor Depot retail banners; (ii) the operation and support of corporate-owned, controlled and franchised retail cannabis stores in certain Canadian jurisdictions where the private sale of adult-use cannabis is permitted, under the Value Buds and Spiritleaf retail banners; (iii) the manufacturing of cannabis products providing proprietary cannabis processing services, the production, distribution and sale of cannabis in Canada and for export pursuant to the Cannabis Act (Canada) (the “Cannabis Act”) through an owned and licensed cannabis brand portfolio that includes Top Leaf, Contraband, Palmetto, Bon Jak, La Plogue, Versus, Grasslands, Pearls by Grön, No Future and Bhang Chocolate; and (iv) the provision of financial services through the deployment of capital to direct and indirect investments and partnerships throughout the cannabis industry. The Cannabis Act regulates the production, distribution, and possession of cannabis for both medical and adult-use access in Canada.

The Company produces and markets cannabis products for the Canadian adult-use market and for the international medicinal market. SNDL’s operations cultivate cannabis using approximately 380,000 square feet of total space in Atholville, New Brunswick. SNDL’s extraction and manufacturing operations include approximately 74,100 square feet of total space in British Columbia and approximately 65,500 square feet of total space in Ontario.

SNDL and its subsidiaries operate solely in Canada. Through its joint venture, SunStream Bancorp Inc. (“SunStream”), the Company provides growth capital that pursues indirect investment and financial services opportunities in the cannabis sector, as well as other investment opportunities. The current investment portfolio of SunStream is comprised of secured debt, hybrid debt, derivative instruments and convertible equity instruments issued by United States based cannabis businesses. The Company also makes strategic portfolio investments in debt and equity securities.

SNDL was incorporated under the Business Corporations Act (Alberta) (the “ABCA”) on August 19, 2006. The Company’s common shares are listed under the symbol “SNDL” on the Nasdaq Capital Market (the “Nasdaq”) and the Canadian Securities Exchange (the “CSE”).

SNDL is headquartered in Edmonton, Alberta, with operations in Kelowna, British Columbia, Bolton, Ontario, London, Ontario, Toronto, Ontario and Atholville, New Brunswick, and corporate-owned, controlled and franchised retail liquor and cannabis stores in five provinces across Canada.

SNDL’s overall strategy is to build sustainable, long-term shareholder value by improving liquidity and cost of capital while optimizing the capacity and capabilities of its production facilities in the creation of a consumer-centric brand and product portfolio. SNDL’s retail operations will continue to build a Canadian retail liquor brand and a network of retail cannabis stores across Canadian jurisdictions where the private distribution of cannabis is legal. SNDL’s investment operations seek to deploy capital through direct and indirect investments and partnerships throughout the cannabis industry.

 

1


 

RECENT DEVELOPMENTS

LEADERSHIP TRANSITION FOR CANNABIS SEGMENT

On March 30, 2026, the Company announced that Tyler Robson, President of Cannabis, had left the Company in order to pursue other opportunities. Ryan Hellard, the Company’s current Chief Strategy Officer, assumed the role of Interim President of Cannabis.

cannabis operations

The Company entered into a license and manufacturing agreement with Jeeter in September 2025 with an anticipated launch in Q2 2026. The first purchase orders came through in March 2026 with the official launch occurring in April 2026.

Jeeter is a fast growing brand in the pre-roll category known for their quad infused pre-rolls. Jeeter is based in California where they operate an 18,000 square foot facility to manufacture, fulfill, produce and distribute their product lineup.

Rise Rewards Loyalty Program

On April 22, 2025, the Company announced the launch of its Rise Rewards loyalty program, designed to help Value Buds customers save more, earn more, and get even more from every visit. Rise Rewards is available at all Value Buds locations in Alberta, Ontario, Saskatchewan, and Manitoba. Customers can earn points with every visit and by participating in the Company’s recycling initiative, reinforcing Value Buds’ commitment to affordability, sustainability, and customer appreciation. By leveraging insights from Rise Rewards, the Company aims to optimize Value Buds’ pricing strategies and marketing efforts to provide superior customer experiences.

On March 10, 2026, the Company launched Rise Rewards at all Ace Liquor and Liquor Depot locations in Alberta. Rise Rewards is expected to launch at Wine and Beyond locations in 2026.

acquisition of cost cannabis and t cannabis locations from 1cm

On April 9, 2025, the Company announced that it had entered into an arrangement agreement (the “1CM Agreement”) with 1CM Inc. (“1CM”) pursuant to which it would acquire 32 cannabis retail stores (the “1CM Transaction”) operating under the Cost Cannabis and T Cannabis banners in Ontario, Alberta and Saskatchewan (the “1CM Stores”).

Under the terms of the 1CM Agreement, the Company would acquire, with the option to assign, the 1CM Stores for total consideration of $32.2 million cash, subject to certain adjustments at the closing of the 1CM Transaction. The 1CM Stores are comprised of 2 stores in Alberta, 3 stores in Saskatchewan and 27 stores located in Ontario.

The 1CM Transaction is to be completed by way of an arrangement under the Business Corporations Act (Ontario). On June 16, 2025, 1CM announced the approval of the 1CM Transaction by 1CM shareholders. On June 18, 2025, 1CM announced that the Ontario Superior Court of Justice (Commercial List) approved the plan of arrangement involving SNDL.

On December 15, 2025, the Company announced that it had entered into an amended and restated arrangement agreement (the “1CM A&R Agreement”). Under the 1CM A&R Agreement, the parties have agreed to, among other things, complete the 1CM Transaction in two stages to align with the status of required provincial regulatory approvals. The aggregate purchase price for the 1CM Transaction has not been amended.

On January 7, 2026, the first closing (“First Closing”) was completed and involved the purchase of 5 cannabis retail stores located in Alberta and Saskatchewan. The purchase price for the First Closing was $5.0 million cash, subject to certain adjustments at the time of the First Closing. Pursuant to the 1CM A&R Agreement, the Company had previously paid a $2.0 million non-refundable cash deposit towards the purchase price in respect of the First Closing.

The second closing (“Second Closing”) will involve the purchase of the remaining 27 cannabis retail stores, each of which are located in Ontario. The purchase price for the Second Closing will be $27.2 million cash, subject to certain adjustments at the time of the Second Closing. In addition, the outside date for completion of the 1CM Transaction has been extended from December 31, 2025 to May 31, 2026. The previously paid $1.0 million cash deposit from April 2025 will be applied towards the purchase price in respect of the Second Closing, which is still pending regulatory approval.

 

2


 

The 1CM Transaction is expected to strengthen the Company’s financial condition as the addition of the 1CM Stores will increase the Company’s exposure to a broad consumer base in key Canadian markets. The Company’s financial performance and cash flows are projected to improve based on current 1CM store level operating results.

OTHER DEVELOPMENTS

U.S. TARIFFS

In early 2025, the U.S. administration imposed certain tariffs on imports from certain countries, including Canada, and in response, the Canadian administration imposed their own tariffs on certain imports from the United States. Canada and the United States continue ongoing negotiations on a new trade and security relationship, though the scope and terms of such negotiations and the agreements they may produce, if any, are unknown. These tariff announcements and the risk of further potential retaliatory tariffs have created uncertainty, which has permeated the economic and investment outlook, impacting current economic conditions, including such issues as the inflation rate and the global supply chain. Aside from the impact on the global economy, these tariffs may continue to impact SNDL.

In response to tariffs imposed by the U.S., several Canadian provinces had taken retaliatory measures by removing U.S. alcohol from store shelves and restaurant, bar and retailer fulfillment catalogues. While some provinces, including Alberta, have lifted their ban on U.S. liquor imports, other provinces continue to impose the ban, despite the Canadian federal government lifting retaliatory tariffs on many U.S. goods.

SNDL is continuing to monitor the evolving situation and the impacts and potential consequences on its financial position. The Company did not experience a significant impact to its financial performance during the three months ended March 31, 2026.

share repurchase program

On November 3, 2025, the Company announced that the board of directors of the Company (the “Board”) approved a renewal of the share repurchase program upon its expiry on November 20, 2025. On November 21, 2025, the Company announced that it had received approval from the CSE for the renewal of its share repurchase program. The share repurchase program authorizes the Company to repurchase up to $100 million of its outstanding common shares from time to time through open market purchases at prevailing market prices. SNDL may purchase up to a maximum of approximately 24.5 million common shares under the share repurchase program, representing approximately 10% of the issued and outstanding common shares as at the date of announcement, and will expire on November 20, 2026. The share repurchase program does not require the Company to purchase any minimum number of common shares and repurchases may be suspended or terminated at any time at the Company’s discretion. The actual number of common shares which may be purchased pursuant to the share repurchase program and the timing of any purchases will be determined by SNDL’s management and the Board. All common shares purchased pursuant to the share repurchase program will be returned to treasury for cancellation.

For the three months ended March 31, 2026, the Company purchased and cancelled 4.5 million common shares at a weighted average price, excluding commissions, of $2.13 (US$1.56) per common share for a total cost of $9.6 million including commissions.

Refer to “Liquidity and Capital Resources – Equity” below for further details regarding common shares purchased and cancelled.

 

3


 

FINANCIAL HIGHLIGHTS

The following table summarizes selected financial information of the Company for the periods noted.

 

 

 

 

 

 

 

 

 

($000s, except per share amounts)

Q1 2026

 

Q1 2025

 

Change

 

% Change

 

Financial Results

 

 

 

 

 

 

 

 

Net revenue

 

195,906

 

 

204,914

 

 

(9,008

)

 

-4

%

Cost of sales

 

143,094

 

 

148,273

 

 

(5,179

)

 

-3

%

Gross profit

 

52,812

 

 

56,641

 

 

(3,829

)

 

-7

%

Gross margin (1)

 

27.0

%

 

27.6

%

 

 

 

-0.7

%

Operating loss

 

(9,114

)

 

(12,053

)

 

2,939

 

 

24

%

Adjusted operating loss (2)

 

(8,942

)

 

(9,031

)

 

89

 

 

1

%

Net loss attributable to owners of the Company

 

(9,911

)

 

(14,707

)

 

4,796

 

 

33

%

Per share, basic and diluted

 

(0.04

)

 

(0.06

)

 

0.02

 

 

33

%

Change in cash and cash equivalents

 

(26,697

)

 

2,508

 

 

(29,205

)

 

-1164

%

Free cash flow (2)

 

(7,591

)

 

(1,090

)

 

(6,501

)

 

-596

%

 

 

 

 

 

 

 

 

 

Statement of Financial Position

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

213,404

 

 

220,867

 

 

(7,463

)

 

-3

%

Inventory

 

134,982

 

 

132,899

 

 

2,083

 

 

2

%

Right of use assets

 

136,852

 

 

111,239

 

 

25,613

 

 

23

%

Property, plant and equipment

 

149,398

 

 

158,129

 

 

(8,731

)

 

-6

%

Total assets

 

1,314,639

 

 

1,312,273

 

 

2,366

 

 

0

%

(1)
Gross margin is a supplementary financial measure calculated by dividing gross profit by net revenue for the periods noted. Refer to the “Non-IFRS Financial Measures and Other Measures” section of this MD&A for further information.
(2)
Adjusted operating income (loss) and free cash flow are specified financial measures that do not have standardized meanings prescribed by International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards”) and therefore may not be comparable to similar measures used by other companies. Refer to the “Non-IFRS Financial Measures and Other Measures” section of this MD&A for further information.

CONSOLIDATED RESULTS

General and administrative

 

 

Three months ended
March 31

 

($000s)

 

2026

 

 

2025

 

Salaries and wages

 

 

28,661

 

 

 

28,430

 

Consulting fees

 

 

1,732

 

 

 

2,082

 

Office and general

 

 

11,877

 

 

 

12,152

 

Professional fees

 

 

1,993

 

 

 

1,504

 

Merchant processing fees

 

 

1,522

 

 

 

1,468

 

Director fees

 

 

222

 

 

 

241

 

Other

 

 

600

 

 

 

482

 

 

 

46,607

 

 

 

46,359

 

General and administrative expenses for the three months ended March 31, 2026 were $46.6 million compared to $46.4 million for the three months ended March 31, 2025. The increase of $0.2 million was mainly due to increases in professional fees and salaries and wages, partially offset by decreases in consulting fees and office and general expenses. The increase in professional fees was due to higher legal and accounting expenses. The increase in salaries and wages was due to severance costs recognized in the current period, partially offset by continued optimization of corporate overheads. Office and general expenses decreased due to less spending on office supplies and repairs and maintenance costs.

 

4


 

Share-based compensation

 

 

Three months ended
March 31

 

($000s)

 

2026

 

 

2025

 

Equity-settled expense

 

 

 

 

 

 

Restricted share units

 

 

1,806

 

 

 

2,459

 

Cash-settled expense

 

 

 

 

 

 

Deferred share units

 

 

(1,190

)

 

 

(1,071

)

 

 

 

616

 

 

 

1,388

 

Share-based compensation expense includes the expense related to the Company’s issuance of restricted share units (“RSUs”) and deferred share units (“DSUs”) to employees, directors, and others at the discretion of the Board. DSUs are accounted for as a liability instrument and measured at fair value based on the market value of the Company’s common shares at each period end. Share-based compensation expense for the three months ended March 31, 2026 was $0.6 million compared to $1.4 million for the three months ended March 31, 2025. The decrease of $0.8 million was due to a decrease in RSU expense and a minor decrease in DSU expense. The decrease in RSU expense was caused by the vesting of RSUs granted in prior years and a decrease in the number and value of RSUs granted in the current year.

Operating loss

 

 

Three months ended
March 31

 

($000s)

 

2026

 

 

2025

 

Operating loss

 

 

(9,114

)

 

 

(12,053

)

Operating loss for the three months ended March 31, 2026 was $9.1 million compared to $12.1 million for the three months ended March 31, 2025. The decrease in operating loss of $3.0 million was due to an increase in share of profit of equity-accounted investees ($5.0 million) and decreases in share-based compensation expense ($0.8 million) and asset impairment ($2.2 million), partially offset by a decrease in gross profit ($3.8 million) and investment income ($1.4 million). The changes noted above are discussed in more detail throughout the relevant consolidated and segment results sections.

Net loss

 

 

Three months ended
March 31

 

($000s)

 

2026

 

 

2025

 

Net loss

 

 

(9,911

)

 

 

(14,707

)

Net loss for the three months ended March 31, 2026 was $9.9 million compared to $14.7 million for the three months ended March 31, 2025. The decrease in net loss of $4.8 million was largely due to an increase in share of profit of equity-accounted investees ($5.0 million) and income tax recovery ($1.5 million) and decreases in share-based compensation expense ($0.8 million) and asset impairment ($2.2 million), partially offset by a decrease in gross profit ($3.8 million) and investment income ($1.4 million). The changes noted above are discussed in more detail throughout the relevant consolidated and segment results sections.

OPERATING SEGMENTS

The Company’s reportable segments are organized by business line and are comprised of four reportable segments: liquor retail, cannabis retail, cannabis operations, and investments.

Liquor retail includes the sale of wines, beers and spirits through wholly owned liquor stores. Cannabis retail includes the private sale of adult-use cannabis products and accessories through corporate-owned, controlled and franchised retail cannabis stores. Cannabis operations include the cultivation, distribution and sale of cannabis for the adult-use and medical markets domestically and for export, and providing proprietary cannabis processing services, in addition to product development, manufacturing, and commercialization of cannabis consumer packaged goods. Investments

 

5


 

include the deployment of capital to investment opportunities. Certain overhead expenses not directly attributable to any operating segment are reported as “Corporate”.

($000s)

Cannabis
Retail

 

Cannabis
Operations

 

Intersegment
Eliminations

 

Cannabis
Total

 

Liquor
Retail

 

Investments

 

Corporate

 

Total

 

As at March 31, 2026

 

Total assets

 

206,508

 

 

211,380

 

 

 

 

417,888

 

 

319,076

 

 

410,095

 

 

167,580

 

 

1,314,639

 

Three months ended March 31, 2026

 

Net revenue (1)

 

77,345

 

 

29,432

 

 

(14,954

)

 

91,823

 

 

104,083

 

 

 

 

 

 

195,906

 

Gross profit

 

20,352

 

 

5,802

 

 

 

 

26,154

 

 

26,658

 

 

 

 

 

 

52,812

 

Operating income (loss)

 

1,116

 

 

(6,942

)

 

 

 

(5,826

)

 

(3,160

)

 

2,038

 

 

(2,166

)

 

(9,114

)

Adjusted operating income (loss) (2)

 

1,116

 

 

(6,942

)

 

 

 

(5,826

)

 

(3,160

)

 

2,038

 

 

(1,994

)

 

(8,942

)

(1)
The Company has eliminated $15.0 million for the three months ended March 31, 2026 of cannabis operations revenue and equal cost of sales associated with sales to provincial boards that are expected to be subsequently repurchased by the Company’s licensed retail subsidiaries for resale, at which point the full retail sales revenue will be recognized.
(2)
Adjusted operating income (loss) is a specified financial measure that does not have standardized meaning prescribed by IFRS Accounting Standards and therefore may not be comparable to similar measures used by other companies. Refer to the “Non-IFRS Financial Measures and Other Measures” section of this MD&A for further information.

($000s)

Cannabis
Retail

 

Cannabis
Operations

 

Intersegment
Eliminations

 

Cannabis
Total

 

Liquor
Retail

 

Investments

 

Corporate

 

Total

 

As at December 31, 2025

 

Total assets

 

219,462

 

 

211,625

 

 

 

 

431,087

 

 

324,447

 

 

397,537

 

 

182,846

 

 

1,335,917

 

Three months ended March 31, 2025

 

Net revenue (1)

 

77,540

 

 

34,319

 

 

(16,417

)

 

95,442

 

 

109,472

 

 

 

 

 

 

204,914

 

Gross profit

 

19,627

 

 

9,211

 

 

 

 

28,838

 

 

27,803

 

 

 

 

 

 

56,641

 

Operating income (loss) (2)

 

1,327

 

 

(6,171

)

 

 

 

(4,844

)

 

(2,417

)

 

(1,601

)

 

(3,191

)

 

(12,053

)

Adjusted operating income (loss) (2)(3)

 

1,327

 

 

(3,276

)

 

 

 

(1,949

)

 

(2,417

)

 

(1,601

)

 

(3,064

)

 

(9,031

)

(1)
The Company has eliminated $16.4 million for the three months ended March 31, 2025 of cannabis operations revenue and equal cost of sales associated with sales to provincial boards that are expected to be subsequently repurchased by the Company’s licensed retail subsidiaries for resale, at which point the full retail sales revenue will be recognized.
(2)
Recast - refer to description below
(3)
Adjusted operating income (loss) is a specified financial measure that does not have standardized meaning prescribed by IFRS Accounting Standards and therefore may not be comparable to similar measures used by other companies. Refer to the “Non-IFRS Financial Measures and Other Measures” section of this MD&A for further information.

In 2026, the Company began allocating applicable direct and indirect overhead costs from the corporate segment to each individual operating segment all categorized within general and administrative expenses. The Company has recast the comparative period to illustrate the impact of these allocations had they been done during the prior period.

The following table presents the effect of the adjustments made to operating income (loss) and adjusted operating income (loss) for the periods indicated.

 

6


 

($000s)

Cannabis
Retail

 

Cannabis
Operations

 

Intersegment
Eliminations

 

Cannabis
Total

 

Liquor
Retail

 

Investments

 

Corporate

 

Total

 

Three months ended March 31, 2025

 

Operating income (loss) as previously reported

 

5,162

 

 

(486

)

 

 

 

4,676

 

 

1,980

 

 

(1,601

)

 

(17,108

)

 

(12,053

)

Adjustment to general and administrative expenses

 

(3,835

)

 

(5,685

)

 

 

 

(9,520

)

 

(4,397

)

 

 

 

13,917

 

 

 

Operating income (loss) as recast

 

1,327

 

 

(6,171

)

 

 

 

(4,844

)

 

(2,417

)

 

(1,601

)

 

(3,191

)

 

(12,053

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted operating income (loss) as previously reported

 

5,162

 

 

2,409

 

 

 

 

7,571

 

 

1,980

 

 

(1,601

)

 

(16,981

)

 

(9,031

)

Adjustment to general and administrative expenses

 

(3,835

)

 

(5,685

)

 

 

 

(9,520

)

 

(4,397

)

 

 

 

13,917

 

 

 

Adjusted operating income (loss) as recast

 

1,327

 

 

(3,276

)

 

 

 

(1,949

)

 

(2,417

)

 

(1,601

)

 

(3,064

)

 

(9,031

)

 

LIQUOR RETAIL SEGMENT RESULTS

Operating income (loss)

 

 

Three months ended
March 31

 

($000s)

 

2026

 

 

2025

 

 

 

 

 

 

As Previously Reported

 

 

Adjustment (2)

 

 

As Recast

 

Net revenue

 

 

104,083

 

 

 

109,472

 

 

 

 

 

 

109,472

 

Cost of sales

 

 

77,425

 

 

 

81,669

 

 

 

 

 

 

81,669

 

Gross profit

 

 

26,658

 

 

 

27,803

 

 

 

 

 

 

27,803

 

Gross margin (1)

 

 

25.6

%

 

 

25.4

%

 

 

 

 

 

25.4

%

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

 

21,013

 

 

 

16,992

 

 

 

4,397

 

 

 

21,389

 

Sales and marketing

 

 

1,227

 

 

 

775

 

 

 

 

 

 

775

 

Depreciation and amortization

 

 

7,738

 

 

 

8,098

 

 

 

 

 

 

8,098

 

Share-based compensation

 

 

92

 

 

 

 

 

 

 

 

 

 

Asset impairment (reversal)

 

 

(171

)

 

 

 

 

 

 

 

 

 

Other income

 

 

(81

)

 

 

 

 

 

 

 

 

 

(Gain) loss on disposition of assets

 

 

 

 

 

(42

)

 

 

 

 

 

(42

)

Operating income (loss)

 

 

(3,160

)

 

 

1,980

 

 

 

(4,397

)

 

 

(2,417

)

(1)
Gross margin is a supplementary financial measure calculated by dividing gross profit by net revenue for the periods noted. Refer to the “Non-IFRS Financial Measures and Other Measures” section of this MD&A for further information.
(2)
In 2026, the Company began allocating applicable direct and indirect overhead costs from the corporate segment to each individual operating segment all categorized within general and administrative expenses. The Company has recast the comparative period to illustrate the impact of these allocations had they been done during the prior period.

Net revenue for the three months ended March 31, 2026 was $104.1 million compared to $109.5 million for the three months ended March 31, 2025. The decrease of $5.4 million was due to lower customer traffic reflecting declining market trends.

Cost of sales for the three months ended March 31, 2026 was $77.4 million compared to $81.7 million for the three months ended March 31, 2025. The decrease of $4.3 million was due to an overall decrease in sales as noted above.

 

7


 

Gross profit for the three months ended March 31, 2026 was $26.7 million (25.6%) compared to $27.8 million (25.4%) for the three months ended March 31, 2025. The decrease of $1.1 million was partly due to a reduction in net revenue and cost of sales noted above, partially offset by a continued focus on private label portfolio, pricing strategies and optimizing product discounts.

The increase in sales and marketing expense for the three months ended March 31, 2026 were mainly caused by new store marketing expenses.

During the three months ended March 31, 2026, the Company recorded impairment reversals on retail property, plant and equipment of $0.2 million due to improved store level operating results. During the three months ended March 31, 2025, no impairments or impairment reversals were recorded.

At April 28, 2026, the Ace Liquor store count was 133, the Liquor Depot store count was 19 and the Wine and Beyond store count was 15.

CANNABIS RETAIL SEGMENT RESULTS

Operating income (loss)

 

 

Three months ended
March 31

 

($000s)

 

2026

 

 

2025

 

 

 

 

 

 

As Previously Reported

 

 

Adjustment (2)

 

 

As Recast

 

Net revenue

 

 

77,345

 

 

 

77,540

 

 

 

 

 

 

77,540

 

Cost of sales

 

 

56,993

 

 

 

57,913

 

 

 

 

 

 

57,913

 

Gross profit

 

 

20,352

 

 

 

19,627

 

 

 

 

 

 

19,627

 

Gross margin (1)

 

 

26.3

%

 

 

25.3

%

 

 

 

 

 

25.3

%

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

 

15,214

 

 

 

11,260

 

 

 

3,835

 

 

 

15,095

 

Sales and marketing

 

 

261

 

 

 

253

 

 

 

 

 

 

253

 

Depreciation and amortization

 

 

4,230

 

 

 

3,700

 

 

 

 

 

 

3,700

 

Share-based compensation

 

 

39

 

 

 

 

 

 

 

 

 

 

Asset (reversal) impairment

 

 

(482

)

 

 

(731

)

 

 

 

 

 

(731

)

Loss on disposition of assets

 

 

(26

)

 

 

(17

)

 

 

 

 

 

(17

)

Operating income (loss)

 

 

1,116

 

 

 

5,162

 

 

 

(3,835

)

 

 

1,327

 

(1)
Gross margin is a supplementary financial measure calculated by dividing gross profit by net revenue for the periods noted. Refer to the “Non-IFRS Financial Measures and Other Measures” section of this MD&A for further information.
(2)
In 2026, the Company began allocating applicable direct and indirect overhead costs from the corporate segment to each individual operating segment all categorized within general and administrative expenses. The Company has recast the comparative period to illustrate the impact of these allocations had they been done during the prior period.

Net revenue for the three months ended March 31, 2026 was $77.3 million compared to $77.5 million for the three months ended March 31, 2025. The decrease of $0.2 million is mainly attributable to decreases in franchise revenue and proprietary licensing revenue, partially offset by a minor increase in retail sales.

Cost of sales for the three months ended March 31, 2026 was $57.0 million compared to $57.9 million for the three months ended March 31, 2025. The decrease of $0.9 million was due to a change in product mix from changing consumer preferences.

Gross profit for the three months ended March 31, 2026 was $20.4 million (26.3%) compared to $19.6 million (25.3%) for the three months ended March 31, 2025. The increase of $0.8 million was due to a change in product mix from changing consumer preferences.

The increase in general and administrative expenses for the three months ended March 31, 2026 was mainly due to severance costs, partially offset by continued optimization of corporate overheads.

 

8


 

During the three months ended March 31, 2026, the Company recorded impairment reversals on right of use assets of $0.3 million and retail property, plant and equipment of $0.2 million due to improved store level operating results. During the three months ended March 31, 2025, the Company recorded impairment reversals on right of use assets of $0.5 million and property, plant and equipment of $0.3 million due to improved store level operating results.

At April 28, 2026, the Spiritleaf store count was 61 (4 corporate stores and 57 franchise stores), the Value Buds store count was 127 corporate stores and the Cost Cannabis store count was 5.

CANNABIS OPERATIONS SEGMENT RESULTS

Operating income (loss)

 

 

Three months ended
March 31

 

($000s)

 

2026

 

 

2025

 

 

 

 

 

 

As Previously Reported

 

 

Adjustment (2)

 

 

As Recast

 

Net revenue

 

 

29,432

 

 

 

34,319

 

 

 

 

 

 

34,319

 

Cost of sales

 

 

23,630

 

 

 

25,108

 

 

 

 

 

 

25,108

 

Gross profit

 

 

5,802

 

 

 

9,211

 

 

 

 

 

 

9,211

 

Gross margin (1)

 

 

19.7

%

 

 

26.8

%

 

 

 

 

 

26.8

%

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

 

9,302

 

 

 

3,524

 

 

 

5,685

 

 

 

9,209

 

Sales and marketing

 

 

2,377

 

 

 

2,406

 

 

 

 

 

 

2,406

 

Depreciation and amortization

 

 

351

 

 

 

753

 

 

 

 

 

 

753

 

Share-based compensation

 

 

232

 

 

 

 

 

 

 

 

 

 

Restructuring costs

 

 

 

 

 

199

 

 

 

 

 

 

199

 

Asset impairment

 

 

475

 

 

 

2,715

 

 

 

 

 

 

2,715

 

Research and development

 

 

4

 

 

 

100

 

 

 

 

 

 

100

 

(Gain) loss on disposition of assets

 

 

3

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

 

(6,942

)

 

 

(486

)

 

 

(5,685

)

 

 

(6,171

)

(1)
Gross margin is a supplementary financial measure calculated by dividing gross profit by net revenue for the periods noted. Refer to the “Non-IFRS Financial Measures and Other Measures” section of this MD&A for further information.
(2)
In 2026, the Company began allocating applicable direct and indirect overhead costs from the corporate segment to each individual operating segment all categorized within general and administrative expenses. The Company has recast the comparative period to illustrate the impact of these allocations had they been done during the prior period.

The Company’s revenue comprises bulk and packaged sales under the Cannabis Act pursuant to its supply agreements with Canadian provincial boards, other licensed producers and international exports, proprietary extraction services, white label product formulation and manufacturing, the sale of bulk winterized oil and distillate, toll processing and co-packaging services and analytical testing.

Net revenue for the three months ended March 31, 2026 was $29.4 million compared to $34.3 million for the three months ended March 31, 2025. The decrease of $4.9 million was mainly due to decreases in sales to provincial boards and wholesale sales.

Cost of sales for the three months ended March 31, 2026 were $23.6 million compared to $25.1 million for the three months ended March 31, 2025. The decrease of $1.5 million was mainly due to the decrease in net revenue noted above, partially offset by an increase in inventory obsolescence of $0.9 million.

Gross profit for the three months ended March 31, 2026 was $5.8 million (19.7%) compared to $9.2 million (26.8%) for the three months ended March 31, 2025. The decrease of $3.4 million was due to the decrease in net revenue and cost of sales noted above and an increase in inventory obsolescence.

The increase in general and administrative expenses for the three months ended March 31, 2026 was mainly due to severance costs, partially offset by continued optimization of corporate overheads.

 

9


 

During the three months ended March 31, 2026, the Company recorded impairments on property, plant and equipment of $0.5 million due to slow moving market conditions. During the three months ended March 31, 2025, the Company recorded impairments on property, plant and equipment of $2.7 million due to the consolidation of the Company’s edible facilities as part of its integration strategy.

INVESTMENTS SEGMENT RESULTS

Operating income (loss)

 

 

Three months ended
March 31

 

($000s)

 

2026

 

 

2025

 

Investment income

 

 

1,537

 

 

 

2,856

 

Share of profit (loss) of equity-accounted investees

 

 

501

 

 

 

(4,457

)

Operating income (loss)

 

 

2,038

 

 

 

(1,601

)

Investment income for the three months ended March 31, 2026 was $1.5 million compared to $2.9 million for the three months ended March 31, 2025. The decrease of $1.4 million was mainly due to lower interest income from investments at amortized cost, caused by the principal repayment of a $27 million commercial mortgage in March 2025.

Share of profit (loss) of equity-accounted investees is comprised of the Company’s share of the net profit (or loss) generated from its investments in SunStream. The current investment portfolio of SunStream is comprised of secured debt, hybrid debt, derivative instruments and convertible equity instruments issued by United States based cannabis businesses.

Share of profit of equity-accounted investees for the three months ended March 31, 2026 was $0.5 million compared to loss of $4.5 million for the three months ended March 31, 2025. The increase of $5.0 million was mostly due to accounting fair value adjustments to the investments.

SELECTED QUARTERLY INFORMATION

The following table summarizes selected consolidated operating and financial information of the Company for the preceding eight quarters.

 

2026

 

2025

 

2024

 

($000s, except per share amounts)

Q1

 

Q4

 

Q3

 

Q2

 

Q1

 

Q4

 

Q3

 

Q2

 

Net revenue

 

195,906

 

 

252,499

 

 

244,219

 

 

244,769

 

 

204,914

 

 

257,679

 

 

236,892

 

 

228,127

 

Gross profit

 

52,812

 

 

70,229

 

 

64,177

 

 

67,601

 

 

56,641

 

 

68,799

 

 

62,968

 

 

58,164

 

Investment income

 

1,537

 

 

1,652

 

 

1,777

 

 

1,529

 

 

2,856

 

 

2,734

 

 

5,577

 

 

3,204

 

Net earnings (loss) attributable to owners of the Company (1)

 

(9,911

)

 

9,367

 

 

(13,319

)

 

2,885

 

 

(14,707

)

 

(67,142

)

 

(19,328

)

 

(5,772

)

Per share, basic and diluted (1)

 

(0.04

)

 

0.04

 

 

(0.05

)

 

0.01

 

 

(0.06

)

 

(0.25

)

 

(0.07

)

 

(0.02

)

(1)
These values are equal to values from “net earnings (loss) from continuing operations attributable to owners of the Company”, in total and on a per-share and diluted per-share basis.

During the eight most recent quarters the following items have had a significant impact on the Company’s financial results and results of operations:

Impairment and impairment reversals on property, plant and equipment and right of use assets;
Changes to provisions for inventory obsolescence and impairment;
Investments in and distributions from SunStream;
Acquisitions of Lightbox Enterprises Ltd. and Indiva Limited;
Impairment of intangible assets from the cannabis retail cash generating unit (“CGU”);
Impairment of the Stellarton facility due to slow moving market conditions;
Entering into and acquiring several cannabis-related investments;
Repayment and exiting cannabis-related investments; and

 

10


 

Increased net revenue and gross profit from acquisitions and organic growth, partially offset by a general decline in demand in the liquor industry and shifting consumer preferences in the cannabis industry.

LIQUIDITY AND CAPITAL RESOURCES

($000s)

 

March 31, 2026

 

 

December 31, 2025

 

Cash and cash equivalents

 

 

213,404

 

 

 

252,243

 

Capital resources are financing resources available to the Company and are defined as the Company’s debt and equity. The Company manages its capital resources with the objective of maximizing shareholder value and sustaining future development of the business. The Company manages its capital structure and adjusts it, based on the funds available to the Company, in order to support the Company’s activities. The Company may adjust capital spending, issue new equity or issue new debt, subject to the availability of such debt or equity financing on commercial terms.

The Company’s primary need for liquidity is to fund investment opportunities, capital expenditures, working capital requirements and for general corporate purposes. The Company’s working capital requirements are primarily driven by maintaining inventory levels, the extension of credit to customers and the settling of obligations with suppliers. The Company’s primary source of liquidity historically has been from funds received from the proceeds of common share issuances and debt financing. The Company has generated positive operating cash flows and positive total change in cash and cash equivalents during the last two fiscal years. The Company’s ability to fund operations and investments and make planned capital expenditures depends on future operating performance and cash flows, as well as the availability of future financing, all of which are subject to prevailing economic conditions and financial, business and other factors.

Management believes its current capital resources will be sufficient to satisfy cash requirements associated with funding the Company’s operating expenses and future development activities for at least the next 12 months. However, no assurance can be given that this will be the case or that future sources of capital will not be necessary.

Debt

As at March 31, 2026, the Company had no outstanding bank debt or other debt.

Equity

As at March 31, 2026, the Company had the following share capital instruments outstanding:

(000s)

 

March 31, 2026

 

 

December 31, 2025

 

Common shares

 

 

260,171

 

 

 

263,359

 

Common share purchase warrants (1)

 

 

54

 

 

 

54

 

Simple warrants (2)

 

 

16

 

 

 

16

 

Performance warrants (3)

 

 

8

 

 

 

21

 

Stock options (4)

 

 

84

 

 

 

321

 

Restricted share units

 

 

8,689

 

 

 

6,855

 

(1)
54,400 warrants were exercisable as at March 31, 2026.
(2)
16,000 simple warrants were exercisable as at March 31, 2026.
(3)
No performance warrants were exercisable as at March 31, 2026.
(4)
84,098 stock options were exercisable as at March 31, 2026.

The number of common shares outstanding changed during the three months ended March 31, 2026 in connection with the following transactions:

Pursuant to the Company’s share repurchase program, the Company purchased and cancelled 4.5 million common shares at a weighted average price, excluding commissions, of $2.13 (US$1.56) per common share for a total cost of $9.6 million including commissions; and
The Company issued 1.3 million common shares in connection with the vesting of RSUs under its long term incentive plan.

As at April 28, 2026, a total of 260.3 million common shares were outstanding.

 

11


 

Cash Flow Summary

 

 

Three months ended
March 31

 

($000s)

 

2026

 

 

2025

 

Cash provided by (used in):

 

 

 

 

 

 

Operating activities

 

 

3,481

 

 

 

7,788

 

Investing activities

 

 

(11,366

)

 

 

17,172

 

Financing activities

 

 

(18,812

)

 

 

(22,452

)

Change in cash and cash equivalents

 

 

(26,697

)

 

 

2,508

 

Cash Flow – Operating Activities

Net cash provided by operating activities was $3.5 million for the three months ended March 31, 2026 compared to $7.8 million provided by operating activities for the three months ended March 31, 2025. The decrease of $4.3 million was due to a decrease in net loss and adjustments for non-cash items and unfavourable changes in working capital which resulted in cash outflows during the period. The change in non-cash working capital is comprised of changes in inventory, accounts receivable, prepaid expenses and deposits and accounts payable. Accounts receivable was impacted by the adoption of the IFRS 7 and IFRS 9 amendments, refer to “New Accounting Pronouncements” below for additional information.

Cash Flow – Investing Activities

Net cash used in investing activities was $11.4 million for the three months ended March 31, 2026 compared to $17.2 million provided by investing activities for the three months ended March 31, 2025. The decrease of $28.6 million was primarily due to lower principal payments from investments, capital contributions to equity-accounted investees (as compared to distributions in the prior period) and an increase in acquisitions, partially offset by lower additions to investments. During the three months ended March 31, 2025, the Company received the principal repayment of a $27 million commercial mortgage. The acquisition related to 1CM, refer to “Recent Developments – Acquisition of Cost Cannabis and T Cannabis locations from 1CM” above for further details.

Cash Flow – Financing Activities

Net cash used in financing activities was $18.8 million for the three months ended March 31, 2026 compared to $22.5 million used in financing activities for the three months ended March 31, 2025. The decrease of $3.7 million was largely due to a decrease in common shares repurchased, partially offset by an increase in lease payments.

Free cash flow

 

 

Three months ended
March 31

 

($000s)

 

2026

 

 

2025

 

Free cash flow

 

 

(7,591

)

 

 

(1,090

)

Free cash flow is a specified financial measure that does not have a standardized meaning prescribed by IFRS Accounting Standards and therefore may not be comparable to similar measures used by other companies. Refer to the “Non-IFRS Financial Measures and Other Measures” section of this MD&A for further information. The Company defines free cash flow as the total change in cash and cash equivalents less cash used for common share repurchases, dividends (if any), changes to debt instruments, changes to long-term investments, net cash used for acquisitions plus cash provided by dispositions (if any).

Free cash flow was negative $7.6 million for the three months ended March 31, 2026 compared to negative $1.1 million for the three months ended March 31, 2025. The decrease of $6.5 million was mainly due to a decrease in net loss and adjustments for non-cash items, exercise of cash-settled DSUs, an increase in additions to property, plant and equipment and an increase in lease payments. The adjustments for non-cash items were mostly due to income tax recovery, change in fair value of biological assets and inventory sold, share-based compensation, inventory obsolescence and impairment, asset impairment and share of profit of equity-accounted investees.

 

12


 

Financial Instruments

Refer to note 22 in the Interim Financial Statements for additional information on the Company’s financial instruments and the related fair value estimates and disclosures.

Liquidity risks associated with financial instruments

Credit risk

Credit risk is the risk of financial loss if the counterparty to a financial transaction fails to meet its obligations. The maximum amount of the Company’s credit risk exposure is the carrying amounts of cash and cash equivalents, accounts receivable, and investments. The Company attempts to mitigate such exposure to its cash and cash equivalents by investing only in financial institutions with investment grade credit ratings or secured investments. The Company manages risk over its accounts receivable by issuing credit only to creditworthy counterparties. The Company limits its exposure to credit risk over its investments by ensuring the agreements governing the investments are secured in the event of counterparty default. The Company considers financial instruments to have low credit risk when its credit risk rating is equivalent to investment grade. The Company assumes that the credit risk on a financial asset has increased significantly if it is outstanding past the contractual payment terms. The Company considers a financial asset to be in default when the debtor is unlikely to pay its credit obligations to the Company.

The Company applies the simplified approach under IFRS 9 for trade receivables by grouping receivables based on shared credit risk characteristics and the days past due. The expected loss rates are based on historical credit losses experienced over a period of 12 months.

The Company applies the general approach under IFRS 9 to other receivables and other investments, which is an assessment of whether the credit risk of a financial instrument has increased significantly since initial recognition.

Liquidity risk

Liquidity risk is the risk that the Company cannot meet its financial obligations when due. The Company manages liquidity risk by monitoring operating and growth requirements. The Company prepares forecasts to ensure sufficient liquidity to fulfil obligations and operating plans. Management believes its current capital resources will be sufficient to satisfy cash requirements associated with funding the Company’s operating expenses and future development activities for at least the next 12 months. However, no assurance can be given that this will be the case or that future sources of capital will not be necessary.

Market risk

Market risk is the risk that changes in market prices will affect the Company’s income or value of its holdings of financial instruments. The Company is exposed to market risk in that changes in market prices will cause fluctuations in the fair value of its marketable securities. The fair value of marketable securities is based on quoted market prices as the Company’s marketable securities are shares of publicly traded entities.

Regulatory risk

Regulatory risk pertains to the risk that the Company’s business objectives are contingent, in part, upon compliance with regulatory requirements. Due to the nature of the industries in which the Company operates, the Company recognizes that regulatory requirements are more stringent and punitive in nature than most other sectors of the economy. Any delays in obtaining, or failure to obtain, regulatory approvals could significantly delay operational and/or product development and could have a material adverse effect on the Company’s business, results of operations, and financial condition. The Company is cognizant of the advent of regulatory changes in these industries on the city, provincial, and national levels in Canada and is aware of the effect that unforeseen regulatory changes in these industries could have on the goals and operations of the business as a whole.

 

13


 

CONTRACTUAL COMMITMENTS AND CONTINGENCIES

A)
Commitments

The information presented in the table below reflects management’s estimate of the contractual maturities of the Company’s obligations at March 31, 2026.

($000s)

Less than
one year

 

One to three
years

 

Three to five
years

 

Thereafter

 

Total

 

Accounts payable and accrued liabilities

 

51,799

 

 

 

 

 

 

 

 

51,799

 

Lease liabilities

 

43,711

 

 

72,651

 

 

50,174

 

 

11,120

 

 

177,656

 

Financial guarantee liability

 

 

 

135

 

 

 

 

 

 

135

 

Loyalty liability

 

 

 

388

 

 

 

 

 

 

388

 

Total

 

95,510

 

 

73,174

 

 

50,174

 

 

11,120

 

 

229,978

 

The Company has entered into certain supply agreements to provide dried cannabis and cannabis products to third parties. The contracts require the provision of various amounts of dried cannabis on or before certain dates. Should the Company not deliver the product in the agreed timeframe, financial penalties apply which may be paid either in product in-kind or cash.

The Company has entered into royalty agreements to pay a certain amount of royalties on cannabis products sold. Should the Company not sell sufficient product in the agreed timeframe, a minimal royalty payment is accrued.

B)
Contingencies

From time to time, the Company and its subsidiaries are or may become involved in various legal claims and actions which arise in the ordinary course of their business and operations. While the outcome of any such claim or action is inherently uncertain, the Company believes that the losses that may result, if any, will not be material to the consolidated financial statements.

NON-IFRS FINANCIAL MEASURES AND OTHER MEASURES

Certain specified financial measures in this MD&A including adjusted operating income (loss), free cash flow, same store sales and Adjusted EBITDA are non-IFRS measures. These terms are not defined by IFRS Accounting Standards and, therefore, may not be comparable to similar measures reported by other companies. These non-IFRS financial measures should not be considered in isolation or as an alternative for measures of performance prepared in accordance with IFRS Accounting Standards.

GROSS MARGIN

Gross margin is a supplementary financial measure calculated by dividing gross profit by net revenue for the periods noted.

Adjusted operating income (loss)

Adjusted operating income (loss) is a non-IFRS financial measure which the Company uses to evaluate its operating performance. Adjusted operating income (loss) provides information to investors, analysts, and others to aid in understanding and evaluating the Company’s operating results in a similar manner to its management team. The Company defines adjusted operating income (loss) as operating income (loss) less restructuring costs (recovery), goodwill and intangible asset impairments and asset impairments triggered by restructuring activities.

 

14


 

The following tables reconcile adjusted operating income (loss) to operating income (loss) for the periods noted.

($000s)

Cannabis
Retail

 

Cannabis
Operations

 

Cannabis
Total

 

Liquor
Retail

 

Investments

 

Corporate

 

Total

 

Three months ended March 31, 2026

 

Operating income (loss)

 

1,116

 

 

(6,942

)

 

(5,826

)

 

(3,160

)

 

2,038

 

 

(2,166

)

 

(9,114

)

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restructuring costs

 

 

 

 

 

 

 

 

 

 

 

172

 

 

172

 

Adjusted operating income (loss)

 

1,116

 

 

(6,942

)

 

(5,826

)

 

(3,160

)

 

2,038

 

 

(1,994

)

 

(8,942

)

 

($000s)

Cannabis
Retail

 

Cannabis
Operations

 

Cannabis
Total

 

Liquor
Retail

 

Investments

 

Corporate

 

Total

 

Three months ended March 31, 2025

 

Operating income (loss) (1)

 

1,327

 

 

(6,171

)

 

(4,844

)

 

(2,417

)

 

(1,601

)

 

(3,191

)

 

(12,053

)

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restructuring costs

 

 

 

199

 

 

199

 

 

 

 

 

 

127

 

 

326

 

Impairments triggered by restructuring

 

 

 

2,696

 

 

2,696

 

 

 

 

 

 

 

 

2,696

 

Adjusted operating income (loss)

 

1,327

 

 

(3,276

)

 

(1,949

)

 

(2,417

)

 

(1,601

)

 

(3,064

)

 

(9,031

)

(1)
In 2026, the Company began allocating applicable direct and indirect overhead costs from the corporate segment to each individual operating segment all categorized within general and administrative expenses. The Company has recast the comparative period to illustrate the impact of these allocations had they been done during the prior period. Refer to “Operating Segments” above for further details.

Free cash flow

Free cash flow is a non-IFRS financial measure which the Company uses to evaluate its financial performance. Free cash flow provides information which management believes to be useful to investors, analysts and others in understanding and evaluating the Company’s ability to generate positive cash flows as it removes cash used for non-operational items. The Company defines free cash flow as the total change in cash and cash equivalents less cash used for common share repurchases, dividends (if any), changes to debt instruments, changes to long-term investments, net cash used for acquisitions plus cash provided by dispositions (if any).

The following table reconciles free cash flow to change in cash and cash equivalents for the periods noted.

 

 

Three months ended
March 31

 

($000s)

 

2026

 

 

2025

 

Change in cash and cash equivalents

 

 

(26,697

)

 

 

2,508

 

Adjustments:

 

 

 

 

 

 

Repurchase of common shares

 

 

9,575

 

 

 

15,031

 

Changes to long-term investments

 

 

6,631

 

 

 

(18,629

)

Acquisitions, net of cash acquired

 

 

2,900

 

 

 

 

Free cash flow

 

 

(7,591

)

 

 

(1,090

)

Same store sales

Same store sales is a supplementary financial measure which the Company uses to evaluate its financial performance in its retail segments. Same store sales provides information which management believes to be useful to investors, analysts and others in understanding and evaluating the Company’s sales trends excluding the effect of the opening and closure of stores.

Same store sales refers to the revenue generated by the Company’s existing retail locations during the current and prior comparison periods.

ADJUSTED EBITDA

Adjusted EBITDA is a non-IFRS financial measure which the Company uses to evaluate its operating performance. Adjusted EBITDA provides information to investors, analysts, and others to aid in understanding and evaluating the Company’s

 

15


 

operating results. The Company defines adjusted EBITDA as net earnings (loss) before inventory and biological assets fair value and impairment adjustments, share of (gain) loss of equity-accounted investees, depreciation and amortization, share-based compensation expense, restructuring costs, asset impairment, gain or loss on disposal of property, other expenses, net, income tax expense (recovery) and excluding non-recurring items including enterprise resource planning (“ERP”) implementation costs and litigation settlements, net of recoveries.

 

 

Three months ended
March 31

 

($000s)

 

2026

 

 

2025

 

Net earnings (loss)

 

 

(9,911

)

 

 

(14,707

)

Adjustments:

 

 

 

 

 

 

Inventory and biological assets fair value and impairment adjustments

 

 

1,630

 

 

 

(520

)

Share of (gain) loss of equity-accounted investees

 

 

(501

)

 

 

4,457

 

Depreciation and amortization

 

 

12,855

 

 

 

13,228

 

Share-based compensation

 

 

616

 

 

 

1,388

 

Restructuring costs

 

 

172

 

 

 

326

 

Asset impairment

 

 

(178

)

 

 

1,984

 

Gain on disposition of PP&E

 

 

(40

)

 

 

(59

)

Other expenses, net

 

 

2,294

 

 

 

2,654

 

Income tax recovery

 

 

(1,497

)

 

 

 

Non-recurring items

 

 

387

 

 

 

206

 

Adjusted EBITDA

 

 

5,827

 

 

 

8,957

 

SunStream is a joint venture in which the Company has a 50% ownership interest and is a related party due to it being classified as a joint venture of the Company. SunStream is a private company, incorporated under the ABCA, which provides growth capital that pursues indirect investment and financial services opportunities in the cannabis sector, as well as other investment opportunities. Capital contributions to the joint venture and distributions received from the joint venture are classified as related party transactions.

OFF BALANCE SHEET ARRANGEMENTS

As at March 31, 2026, the Company did not have any off-balance sheet arrangements.

CRITICAL ACCOUNTING ESTIMATES

The Company makes assumptions in applying critical accounting estimates that are uncertain at the time the accounting estimate is made and may have a significant effect on its consolidated financial statements. Critical accounting estimates include the classification and recoverable amounts of CGUs, value of inventory, value of equity-accounted investees, value of leases, acquisitions and fair value of assets acquired and liabilities assumed in a business combination. Critical accounting estimates are based on variable inputs including but not limited to:

Demand for cannabis for adult-use and medical purposes;
Price of cannabis;
Expected cannabis sales volumes;
Demand for liquor;
Price of liquor;
Expected liquor sales volumes;
Changes in market interest and discount rates;
Future development and operating costs;
Costs to convert harvested cannabis to finished goods;

 

16


 

Potential returns and pricing adjustments; and
Market prices, volatility and discount rates used to determine fair value of equity-accounted investees.

Changes in critical accounting estimates can have a significant effect on profit or loss as a result of their impact on revenue, costs of sales, provisions and impairments. Changes in critical accounting estimates can have a significant effect on the valuation of inventory, property, plant and equipment, provisions and derivative financial instruments.

For a detailed discussion regarding the Company’s critical accounting estimates, refer to the notes to the Audited Financial Statements.

NEW ACCOUNTING PRONOUNCEMENTS

The International Accounting Standards Board and the IFRS Interpretations Committee regularly issue new and revised accounting pronouncements which have future effective dates and therefore are not reflected in the Company’s consolidated financial statements. Once adopted, these new and amended pronouncements may have an impact on the Company’s consolidated financial statements. The following accounting standard was effective for annual periods beginning on or after January 1, 2026 and had a material impact on the Company’s consolidated financial statements:

Classification and Measurement of Financial Instruments — Amendments to IFRS 9 and IFRS 7

On January 1, 2026, the Company adopted the amendments to IFRS 9 and IFRS 7 using the prospective application. The amendments include the following:

Clarification on the date of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled through an electronic payment system.
Clarification and further guidance for assessing whether a financial asset meets the solely payments of principal and interest criterion.
New disclosure requirements for certain instruments without contractual terms that can change cash flows.
Updates to the disclosure required for equity instruments designated at fair value through other comprehensive income.

Impact on adoption

At March 31, 2026, there was a $5.7 million net reduction in cash and cash equivalents with an equivalent increase in accounts receivable, which is reflected in the statement of financial position and statement of cash flows. The Company estimated the impact to be approximately $12.1 million net reduction in cash and cash equivalents with an equivalent increase in accounts receivable, had the amendments been in effect for the annual period ending December 31, 2025.

There are new accounting standards, amendments to accounting standards and interpretations that are effective for annual periods beginning on or after January 1, 2027, discussed below, which have not been applied in preparing the consolidated financial statements for the three months ended March 31, 2026.

IFRS 18 Presentation and Disclosure in Financial Statements

IFRS 18 will replace IAS 1 Presentation of Financial Statements and applies for annual reporting periods beginning on or after January 1, 2027. The new accounting standard introduces the following key new requirements:

Entities are required to classify all income and expenses into five categories in the statement of profit or loss, namely the operating, investing, financing, discontinued operations and income tax categories. Entities are also required to present a newly-defined operating profit subtotal. Entities’ net profit will not change.
Management-defined performance measures are disclosed in a single note in the financial statements.
Enhanced guidance is provided on how to group information in the financial statements.

In addition, all entities are required to use the operating profit subtotal as the starting point for the statement of cash flows when presenting operating cash flows under the indirect method.

The Company is still in the process of assessing the impact of the new accounting standard, particularly with respect to the structure of the Company’s statement of profit or loss, the statement of cash flows and the additional disclosures required for management-defined performance measures.

 

17


 

Other accounting standards

The following new and amended accounting standards are not expected to have a material impact on the Company’s consolidated financial statements:

IFRS 19 Subsidiaries without Public Accountability: Disclosures

RISK FACTORS

In addition to the risks described elsewhere in this document, for a detailed discussion regarding the Company’s risk factors, refer to the “Risk Factors” section of the AIF.

DISCLOSURE CONTROLS AND PROCEDURES

The Company has designed disclosure controls and procedures (as defined in National Instrument – Certification of Disclosure in Issuers’ Annual and Interim Filings (“NI 52-109”) and Rules 13a-15(f) and 15d-15(f) under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to provide reasonable assurance that: (i) material information relating to the Company is made known to the Company’s Chief Executive Officer and Chief Financial Officer by others, particularly during the period in which the annual and interim filings are being prepared; and (ii) information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time period specified in such securities legislation.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2026. Based upon evaluation of the Company’s disclosure controls and procedures as of March 31, 2026, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of March 31, 2026.

INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in NI 52-109 and Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Refer to our MD&A for the year ended December 31, 2025, for a discussion regarding our internal control over financial reporting and the remediation of a previously identified material weakness.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There have been no other changes in our internal control over financial reporting (as defined in NI 52-109 and Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended March 31, 2026, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

ABBREVIATIONS

The following provides a summary of common abbreviations used in this document:

Financial and Business Environment

$ or C$

Canadian dollars

U.S.

United States

US$

United States dollars

 

 

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FORWARD-LOOKING INFORMATION

This MD&A may contain forward-looking information concerning the Company’s business, operations and financial performance and condition, as well as the Company’s plans, objectives and expectations for its business operations and financial performance and condition. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “aim”, “anticipate”, “assume”, “believe”, “contemplate”, “continue”, “could”, “due”, “estimate”, “expect”, “goal”, “intend”, “may”, “objective”, “plan”, “predict”, “potential”, “positioned”, “pioneer”, “seek”, “should”, “target”, “will”, “would”, and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology.

These forward-looking statements include, but are not limited to, statements about:

the anticipated benefits of and the Company’s intentions with respect to the Rise Rewards loyalty program and its expansion across retail banners;
the uncertainties associated with tariffs and countermeasures thereto;
the Company’s strategy;
expectations with respect to retail and investment operations;
expectations with respect to the 1CM Transaction, including the satisfaction of certain regulatory approvals and the anticipated timing of the Second Closing;
the anticipated benefits to the Company with respect to the 1CM Transaction;
the Company’s intentions with respect to the Cost Cannabis and T Cannabis brands and integration with SNDL;
the impact of tariffs on the Company;
the expected benefits of the CSE listing;
expectations with respect to the Company’s restructuring project;
expectations with respect to the Company’s joint venture interest in SunStream;
the impact of consolidating cannabis segments;
the Company’s share repurchase program;
the Company’s ability to adjust its capital resources;
the Company’s liquidity needs, including its ability to source its liquidity requirements;
the sufficiency of the Company’s capital resources;
risks associated with financial instruments and the methods by which the Company manages such risks;
expectations with respect to various contingencies, including the impact of such on the Company’s financial statements;
the impact of changes to critical accounting estimates and new accounting pronouncements; and
expectations with respect to remediation measures to control deficiencies.

Although the forward-looking statements contained in this MD&A are based on assumptions that the Company believes are reasonable, you are cautioned that actual results and developments (including Company results of operations, financial condition and liquidity, and the development of the industry in which the Company operates) may differ materially from those made in or suggested by the forward-looking statements contained in this MD&A. In addition, even if results and developments are consistent with the forward-looking statements contained in this MD&A, those results and developments may not be indicative of results or developments in subsequent periods.

Certain assumptions made in preparing the forward-looking statements contained in this MD&A include:

the Company’s ability to implement its operational and liquidity strategies as well as its strategic initiatives;
the Company’s competitive advantages;
the impact of competition;
the changes and trends in the cannabis cultivation and retail, and the liquor retail industry;
changes in laws, rules and regulations;
the Company’s ability to maintain and renew required licences;
the Company’s ability to maintain good business relationships with its customers, distributors and other strategic partners;
the Company’s ability to keep pace with changing consumer preferences;
the Company’s ability to protect its intellectual property;

 

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the Company’s ability to identify, finance and consummate acquisitions on attractive terms, integrate acquired companies and to realize the benefits of such acquisitions, including The Valens Company Inc. and the 1CM stores;
the Company’s ability to retain key personnel;
the Company’s ability to efficiently deploy capital and achieve its expected and desired returns on such investments;
the Company’s ability to maintain and keep its public listing on the Nasdaq and the CSE and the liquidity of the trading of its common shares on a publicly listed stock exchange;
the Company’s ability to open new retail locations and attract a sufficient number of qualified franchisees; and
the absence of material adverse changes in the Company’s industry or the global economy, including as a result of global economic downturns.

These forward-looking statements are based on current expectations, estimates, forecasts and projections about the Company’s business and the industry in which it operates and management’s beliefs and assumptions and are not guarantees of future performance or development and involve known and unknown risks, uncertainties and other factors that are in some cases beyond its control. As a result, any or all of the forward-looking information in this MD&A may turn out to be inaccurate. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under the section titled “Risk Factors” in the AIF and otherwise described in this MD&A. Readers of this MD&A are urged to consider these factors carefully in evaluating the forward-looking statements. These forward-looking statements speak only as of the date of this MD&A and, except as required by applicable law, the Company assumes no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future. You should, however, review the factors and risks we describe in the reports we will file from time to time with applicable securities regulators, including the Canadian securities regulators and the U.S. Securities and Exchange Commission (the “SEC”), after the date of this MD&A.

This MD&A contains estimates, projections and other information concerning the Company’s industry, its business and the markets for its products. Information that is based on estimates, forecasts, projections, market research or similar methodologies is inherently subject to uncertainties, and actual events or circumstances may differ materially from events and circumstances that are assumed in this information. Unless otherwise expressly stated, the Company obtained this industry, business, market and other data from its own internal estimates and research as well as from reports, research surveys, studies and similar data prepared by market research firms and other third parties, industry, medical and general publications, government data and similar sources. Certain statements included in this MD&A may be considered “financial outlook” for purposes of applicable securities laws, and such financial outlook may not be appropriate for purposes other than this MD&A. The purpose of the financial outlook is to provide readers with disclosure of the Company’s reasonable expectations of its anticipated results. The financial outlook is provided as of the date of this MD&A.

In addition, assumptions and estimates of the Company’s and industry’s future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled “Risk Factors” in the AIF and elsewhere in this MD&A. These and other factors could cause the Company’s future performance to differ materially from the Company’s assumptions and estimates. Readers of this MD&A are cautioned against placing undue reliance on forward-looking statements.

Further information regarding the assumptions and risks inherent in the making of forward-looking statements can be found in the AIF, along with the Company’s other public disclosure documents. Copies of the AIF and other public disclosure documents are available under the Company’s profile on the System for Electronic Data Analysis and Retrieval + (“SEDAR+”) at www.sedarplus.ca and on the EDGAR section of the SEC’s website at www.sec.gov.

ADDITIONAL INFORMATION

Additional information relating to the Company, including the Company’s most recent AIF, can be viewed under the Company’s profile on SEDAR+ at www.sedarplus.ca, on the EDGAR section of the SEC’s website at www.sec.gov, or on the Company’s website at www.sndl.com. The information on or accessible through our website is not part of and is not incorporated by reference into this MD&A, and the inclusion of our website address in this MD&A is only for reference.

 

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EXHIBIT 99.3

 

 

Form 52-109F2

Certification of Interim Filings

Full Certificate

 

I, Zachary George, Chief Executive Officer of SNDL Inc., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of SNDL Inc. (the “issuer”) for the interim period ended March 31, 2026.

 

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3.
Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

4.
Responsibility: The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5.
Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer and I have, as at the end of the period covered by the interim filings

 

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1 Control framework: The control framework the issuer’s other certifying officer and I used to design the issuer’s ICFR is “Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)”.

 

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5.2 ICFR – material weakness relating to design: The issuer has disclosed in its interim MD&A for each material weakness relating to design existing at the end of the interim period

 

(a) a description of the material weakness;
 

(b) the impact of the material weakness on the issuer’s financial reporting and its ICFR; and

 

(c) the issuer’s current plans, if any, or any actions already undertaken, for remediating the material weakness.

 

5.3 Limitation on scope of design: N/A

 

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2026 and ended on March 31, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date: April 28, 2026

 

/s/ Zachary George

_______________________

Zachary George

Chief Executive Officer

 

 

 

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EXHIBIT 99.4

 

 

Form 52-109F2

Certification of Interim Filings

Full Certificate

 

I, Alberto Paredero Quiros, Chief Financial Officer of SNDL Inc., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of SNDL Inc. (the “issuer”) for the interim period ended March 31, 2026.

 

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3.
Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

4.
Responsibility: The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5.
Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer and I have, as at the end of the period covered by the interim filings

 

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1 Control framework: The control framework the issuer’s other certifying officer and I used to design the issuer’s ICFR is “Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)”.

 

1

 


 

5.2 ICFR – material weakness relating to design: The issuer has disclosed in its interim MD&A for each material weakness relating to design existing at the end of the interim period

 

(a) a description of the material weakness;
 

(b) the impact of the material weakness on the issuer’s financial reporting and its ICFR; and

 

(c) the issuer’s current plans, if any, or any actions already undertaken, for remediating the material weakness.

 

5.3 Limitation on scope of design: N/A

 

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2026 and ended on March 31, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date: April 28, 2026

 

/s/ Alberto Paredero Quiros

_______________________

Alberto Paredero Quiros

Chief Financial Officer

 

 

 

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FAQ

How did SNDL (SNDL) perform financially in Q1 2026?

SNDL posted a net loss of 9,911 (thousands of Canadian dollars) in Q1 2026, improving from a 14,707 loss in Q1 2025. Net revenue was 195,906, down 4%, while gross profit declined to 52,812 as gross margin slipped slightly to 27.0%.

What were SNDL (SNDL) segment results for liquor and cannabis retail in Q1 2026?

Liquor retail net revenue was 104,083 with gross profit of 26,658 and a 25.6% gross margin. Cannabis retail net revenue reached 77,345 with gross profit of 20,352 and a 26.3% margin. Liquor faced softer traffic, while cannabis retail benefited from a favourable product mix.

How did SNDL’s cannabis operations segment perform in Q1 2026?

Cannabis operations recorded net revenue of 29,432 and gross profit of 5,802, for a 19.7% gross margin. Revenue declined versus Q1 2025 due mainly to lower provincial board and wholesale sales, while higher inventory obsolescence also weighed on profitability in this segment.

What was the impact of SNDL’s investments and SunStream joint venture in Q1 2026?

Investment income was 1,537, down from 2,856 a year earlier, mainly due to lower interest from investments. The SunStream joint venture contributed 501 of share of profit and 6,510 of other comprehensive income, increasing the carrying amount of SNDL’s interest to 395,411.

What is SNDL’s cash position and leverage as of March 31, 2026?

At March 31, 2026, SNDL held cash and cash equivalents of 213,404 and restricted cash of 20,124. Lease liabilities totaled 168,371, while total liabilities were 227,095. Shareholders’ equity stood at 1,087,544, supported by significant tangible and intangible assets across its retail and cannabis operations.

How much stock did SNDL repurchase under its program in Q1 2026?

During Q1 2026, SNDL repurchased and cancelled 4,453,358 common shares at a weighted average price of $2.13 per share, for total consideration of approximately 9,575 including commissions. This reduced share capital by 38,760 and lowered the weighted average shares outstanding used in loss per share calculations.

What major strategic developments affected SNDL in early 2026?

Key developments included completing the first closing of the 1CM transaction for five cannabis retail stores, progressing toward a second closing for 27 Ontario stores, launching the Jeeter manufacturing partnership with first purchase orders in March 2026, and expanding the Rise Rewards loyalty program into additional liquor banners.

Filing Exhibits & Attachments

4 documents