Cronos Group Inc.

An investment in us involves a number of risks. A detailed discussion of our risk factors appears in Part I, Item 1A. Risk Factors of the Annual Report. Except as set forth below, there have been no material changes to the risk factors disclosed in the Annual Report. Any of the matters highlighted in the risk factors described in the Annual Report or below could adversely affect our business, results of operations and financial condition, causing an investor to lose all, or part of, the investor’s investment. These risks and uncertainties are those we currently believe to be material, but they are not the only ones we face. If any of these risks and uncertainties, or any other risks and uncertainties that we have not yet identified or that we currently consider not to be material, actually occur or become material risks, our business, prospects, financial condition, results of operations and cash flows and consequently the price of our securities could be materially and adversely affected.

The imposition of an anti-dumping duty or other import restriction on our imports into Israel could have a material adverse effect on our business, financial condition and results of operations.

On January 18, 2024, the Company was notified that the Trade Levies Commissioner of the Israel Ministry of Economy and Industry initiated a public investigation of alleged dumping of medical cannabis imports from Canada into Israel, which ultimately did not result in an anti-dumping duty being imposed following related governmental and judicial proceedings.

In June 2026, the Trade Levies Commissioner initiated a new investigation concerning alleged dumping of medical cannabis imports from Canada into Israel. On July 28, 2026, the Commissioner terminated that investigation on procedural grounds. The termination was not based on a substantive determination of the merits and did not preclude another complaint or the initiation of a new investigation. On July 30, 2026, a new complaint concerning imports of medical cannabis from Canada was filed on behalf of the Israeli domestic industry. On August 2, 2026, the Commissioner notified the Government of Canada that the new complaint contained sufficient prima facie evidence of dumping, material injury to the domestic industry and a causal link between the alleged dumping and injury. On August 5, 2026, the Commissioner notified the Company of the initiation of a new investigation. The Company cannot predict the timing or outcome of the new investigation or any related proceeding, or whether any provisional or final anti-dumping duty or other import restriction will ultimately be imposed.

If an anti-dumping duty or any other import restriction is imposed on the Company’s imports, our ability to continue to import cannabis into Israel, the performance of our business in Israel, and our results of operations, financial condition, business and prospects could be materially and adversely impacted.

Our acquisition of CanAdelaar exposes us to integration challenges and unresolved regulatory and environmental matters that could adversely affect its operations and the anticipated benefits of the acquisition.

On October 15, 2026, we completed the acquisition of CanAdelaar, a licensed cannabis producer participating in the Dutch Controlled Cannabis Supply Chain Experiment (the “Wietexperiment”). The integration of CanAdelaar’s operations, personnel, technology and compliance systems may require greater resources than anticipated, divert management attention and result in unanticipated costs or liabilities. We may not realize the anticipated benefits of the acquisition. The transaction’s contingent consideration arrangements may require additional cash payments based on CanAdelaar’s operating performance, reducing funds available for other purposes.

At closing, we waived the condition relating to the final, non-appealable decision from the Minister of Health, Welfare, and Sport concerning the Bibob review, a background check conducted by Dutch authorities, and related advice of the National Bibob Office, which remained outstanding. An adverse outcome, including revocation of CanAdelaar’s designation under the Wietexperiment or the imposition of additional conditions or restrictions, could affect CanAdelaar’s regulatory authorizations or ability to continue operating or otherwise could require CanAdelaar to make costly changes in the way it operates and could materially reduce the value of our investment.

CanAdelaar is also subject to a proposed penalty notice issued by DCMR Environmental Service Rijnmond relating to alleged odor nuisance, the amount of which was deducted from the estimated initial purchase price payable at closing, subject to adjustment based on any final penalty imposed. The final outcome remains uncertain, and the purchase-price adjustment may not fully protect us against related compliance costs, operational disruption, reputational impacts or other adverse consequences.

CanAdelaar operates under a newly established, experimental and highly regulated framework. Changes to applicable requirements, changes to consumer preferences or behavior in the market, difficulties maintaining compliance or modification, suspension or termination or non-extension of the Wietexperiment could disrupt operations, increase costs or prevent us from realizing the anticipated benefits of the acquisition. These matters, individually or together, could materially adversely affect our business, financial condition and results of operations.