UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 7, 2025

CRONOS GROUP INC.

(Exact name of registrant as specified in its charter)


British Columbia, Canada	001-38403	N/A
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)


4491 Concession Rd 12
Stayner, Ontario						M5V 2H1
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (416) 504-0004

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, no par value	CRON	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On August 7, 2025, Cronos Group Inc. (the “Company”) issued a press release announcing its financial results for its second quarter ended June 30, 2025. A copy of the press release is attached as Exhibit 99.1 to and is incorporated by reference in this Current Report on Form 8-K.

The information in this Item 2.02, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such a filing or document.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 7, 2025, the Board of Directors of the Company appointed Lloyd Wilson, the Company’s Vice President, Controller, to serve as the Company’s Principal Accounting Officer, effective immediately following the filing of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.

Prior to joining the Company, Mr. Wilson, age 53, served as Corporate Controller of Vital Farms, Inc. from November 2021 to June 2025. Mr. Wilson has over 20 years of experience in financial leadership roles, with expertise in manufacturing, inventory management, and financial reporting in accordance with GAAP and SEC regulations. Earlier in his career, he worked as an auditor with Grant Thornton LLP and KPMG LLP from 2003 to 2008. Mr. Wilson holds a Bachelor’s degree in Business Administration with a concentration in Accounting from Roosevelt University and is a licensed certified public accountant (CPA).

Mr. Wilson replaces James McGinness, who will separate from the Company, effective concurrently with the effectiveness of Mr. Wilson’s appointment as Principal Accounting Officer on August 7, 2025.

There are no arrangements or understandings between Mr. Wilson and any other person pursuant to which he was selected as an officer. Mr. Wilson has no family relationships with any director or executive officer of the Company. Mr. Wilson has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.						Description
99.1						Press release issued by Cronos Group Inc., dated August 7, 2025.
104						Cover Page Interactive Data File – The cover page from Cronos Group Inc.’s Current Report on Form 8-K filed on August 7, 2025 is formatted in Inline XBRL.

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 hereunto duly authorized.


	CRONOS GROUP INC.


Dated: August 7, 2025	By:	/s/ Michael Gorenstein
		Name: Michael Gorenstein
		Title: President and Chief Executive Officer

Cronos Group Inc. 8-K