Cronos Group Inc.CRON
Cronos Group Inc. Stock Compensation Disclosure
Share-based Compensation
(a)Share-based award plans
The Company has granted stock options, RSUs and DSUs to employees and non-employee directors under the Stock Option Plan dated May 26, 2015 (the “2015 Stock Option Plan”), the 2018 Stock Option Plan dated June 28, 2018 (the “2018 Stock Option Plan” and, together with the 2015 Stock Option Plan, the “Prior Option Plans”), the Employment Inducement Award Plan #1 (the “Employment Inducement Award Plan”), the 2020 Omnibus Equity Incentive Plan dated March 29, 2020 (the “2020 Omnibus Plan”) and the DSU Plan. The Company can no longer make grants under the Prior Option Plans or the Employment Inducement Award Plan.
The following table summarizes the total share-based compensation associated with the Company’s stock options and RSUs:
| Year ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Stock options | $ | 189 | $ | 134 | $ | 1,175 | |||||||||||
| RSUs | 6,055 | 8,566 | 7,581 | ||||||||||||||
DSUs | 806 | — | — | ||||||||||||||
| Total share-based compensation | $ | 7,050 | $ | 8,700 | $ | 8,756 | |||||||||||
Share-based compensation for the year ended December 31, 2025 included $806 of expense associated with the Company’s DSUs. For the years ended December 31, 2024 and 2023, $449 and $447, respectively, of DSU-related expense was included in general and administrative expense in the Company’s consolidated statement of net income (loss) and comprehensive income (loss). For the years ended December 31, 2024 and 2023, $40 and $54, respectively, was included in gain (loss) on revaluation of financial instruments in the Company’s consolidated statement of net income (loss) and comprehensive income (loss), primarily related to the revaluation of DSUs.
(b)Stock options
On June 28, 2018, the shareholders of the Company approved the 2018 Stock Option Plan, which replaced the 2015 Stock Option Plan. The 2018 Stock Option Plan terminated the Company’s ability to grant equity under the 2015 Stock Option Plan. As of June 25, 2020, the date on which the 2020 Omnibus Plan was approved by the shareholders of the Company, no further awards will be granted under the 2018 Stock Option Plan; however, shares may be purchased via option exercise by the holders of any outstanding options previously issued under the 2018 Stock Option Plan.
On March 29, 2020, the Board of Directors of the Company (the “Board”) adopted the 2020 Omnibus Plan, which was approved by the shareholders of the Company at the annual and special meeting of shareholders held on June 25, 2020. The 2020 Omnibus Plan provides for grants of stock options, share appreciation rights, restricted shares, RSUs and other share-based or cash-based awards, which are subject to terms as determined by the Compensation Committee of the Board (the “Compensation Committee”), and awards may be granted to eligible employees, non-employee directors and consultants. The 2020 Omnibus Plan terminated the Company’s ability to grant equity awards under the 2018 Stock Option Plan and RSUs under the Employment Inducement Award Plan.
Options represent the right to purchase Company common shares on the date of exercise at a stated exercise price. The exercise price of an option generally must be at least equal to the fair market value of the Company common shares on the date of grant. Vesting conditions for grants of options are determined by the Compensation Committee. The typical vesting for stock option grants is quarterly vesting over to five years. The maximum term of options granted under the 2020 Omnibus Plan is seven years. Participants under the 2020 Omnibus Plan are eligible to be granted options to purchase shares at an exercise price established upon approval of the grant by the Compensation Committee. When options are granted, the exercise price is, with respect to a particular date, the closing price as reported by the TSX or the Nasdaq and, if the shares are not traded on the TSX or the Nasdaq, any other stock exchange on which the Company’s common shares are traded (as selected by the Compensation Committee in good faith taking into account applicable legal and tax requirements) on the immediately preceding trading day (the “Fair Market Value”). The 2020 Omnibus Plan does not authorize grants of options with an exercise price below the Fair Market Value.
The following is a summary of the changes in options:
Weighted average exercise price (C$)(i) | Number of options | Weighted average remaining contractual term (years) | |||||||||||||||
Balance as of December 31, 2024 | $ | 5.63 | 717,264 | 3.65 | |||||||||||||
| Issuance of options | — | — | |||||||||||||||
| Cancellation, forfeiture and expiry of options | 5.42 | (128,947) | |||||||||||||||
Balance as of December 31, 2025 | $ | 5.68 | 588,317 | 2.48 | |||||||||||||
Exercisable as of December 31, 2025 | $ | 5.98 | 529,467 | 2.29 | |||||||||||||
Weighted average exercise price (C$)(i) | Number of options | Weighted average remaining contractual term (years) | |||||||||||||||
Balance as of December 31, 2023 | $ | 14.50 | 2,103,201 | 1.84 | |||||||||||||
| Issuance of options | — | — | |||||||||||||||
| Cancellation, forfeiture and expiry of options | 19.05 | (1,385,937) | |||||||||||||||
Balance as of December 31, 2024 | $ | 5.63 | 717,264 | 3.65 | |||||||||||||
Exercisable as of December 31, 2024 | $ | 6.29 | 554,361 | 3.23 | |||||||||||||
(i)The weighted average exercise price reflects the conversion of foreign currency-denominated stock options translated into C$ using the average foreign exchange rate as of the date of issuance.
For the year ended December 31, 2023, the fair value per option at grant date was C$2.07. There were no options granted in 2025 or 2024. The fair value of the options issued during 2023 was determined using the Black-Scholes option pricing model, using the following inputs:
| 2023 | |||||
| Share price at grant date (per share) | C$2.96 | ||||
| Exercise price (per option) | C$2.96 | ||||
Risk-free interest rate(i) | 3.22% | ||||
Expected life of options (in years)(i) | 7 | ||||
Expected annualized volatility(i) | 73% | ||||
| Expected dividend yield | — | ||||
| Weighted average Black-Scholes value at grant date (per option) | C$2.07 | ||||
| Forfeiture rate | — | ||||
(i)The expected life of the awards represents the period of time options are expected to be outstanding and is estimated considering vesting terms and employees’ and non-employees’ historical exercise and, where relevant, post-vesting employment termination behavior. Volatility was estimated by using the historical volatility of the Company’s share price, adjusted for the Company’s expectation of volatility going forward. The risk-free interest rate was based on the Bank of Canada government bonds with a remaining term equal to the expected life of the options at the grant date.
The following table summarizes stock options outstanding:
| Options outstanding as of December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| 2020 Omnibus Plan | 588,317 | 702,264 | 702,264 | ||||||||||||||
| 2018 Stock Option Plan | — | 15,000 | 1,400,937 | ||||||||||||||
| Total stock options outstanding | 588,317 | 717,264 | 2,103,201 | ||||||||||||||
(c)Restricted share units
RSUs are granted under the 2020 Omnibus Plan. RSUs represent an equivalent amount of Company common shares on the date of issuance at fair value. Fair value is determined using the closing price of the trading day immediately preceding the date of grant. RSUs issued under the 2020 Omnibus Plan typically vest over a three-year period following the grant date and have no performance requirements.
The following is a summary of the changes in RSUs:
Weighted average grant date fair value (C$)(ii) | Number of RSUs | ||||||||||
Balance as of December 31, 2024 | $ | 3.50 | 8,382,213 | ||||||||
Granted(i) | 2.89 | 3,039,665 | |||||||||
| Vested and issued | 3.88 | (5,360,354) | |||||||||
| Cancellation and forfeitures | 2.97 | (676,418) | |||||||||
Balance as of December 31, 2025 | $ | 2.85 | 5,385,106 | ||||||||
Weighted average grant date fair value (C$)(ii) | Number of RSUs | ||||||||||
Balance as of December 31, 2023 | $ | 3.77 | 7,381,541 | ||||||||
Granted(i) | 2.92 | 2,987,147 | |||||||||
| Vested and issued | 3.49 | (1,726,230) | |||||||||
| Cancellation and forfeitures | 3.18 | (260,245) | |||||||||
Balance as of December 31, 2024 | $ | 3.50 | 8,382,213 | ||||||||
(i)RSUs granted in the period either vest annually in equal installments over a three-year period from the grant date or after a or five year “cliff-period.” All RSUs are subject to such holder’s continued employment through each vesting date. The vesting of such RSUs is not subject to the achievement of any performance criteria.
(ii)The weighted-average grant date fair value reflects the conversion of foreign currency-denominated RSUs translated into C$ using the foreign exchange rate as of the date of issuance.
(d)Deferred share units
On August 10, 2019, the Company established the DSU Plan pursuant to which its non-executive directors receive DSUs for Board services. The DSU Plan is designed to promote a greater alignment of long-term interests between non-executive directors and shareholders. The number of DSUs granted under the DSU Plan (including fractional DSUs) is determined by dividing the amount of remuneration payable by the closing price as reported by the TSX for awards made prior to 2022 and as reported by Nasdaq for awards made in 2022 and subsequent years on the trading day immediately preceding the date of grant. DSUs are payable at the time a non-executive director ceases to hold the office of director for any reason and are settled by a lump-sum cash payment, in accordance with the terms of the DSU Plan, based on the fair value of the DSUs at such time. The fair value of the cash payout is determined by multiplying the number of DSUs vested at the payout date by the closing price as reported by the TSX for awards made prior to 2022 and as reported by Nasdaq for awards made in 2022 and subsequent years on the trading day immediately preceding the payout date. The fair value of the cash payout is determined at each reporting date based on the fair value of the Company’s common shares at the reporting date and is recorded within accrued liabilities.
The following is a summary of the changes in DSUs:
| Financial liability | Number of DSUs | ||||||||||
| Balance as of December 31, 2024 | $ | 1,129 | 560,261 | ||||||||
| Granting and vesting of DSUs | 450 | 198,238 | |||||||||
Loss on revaluation | 414 | — | |||||||||
Balance as of December 31, 2025 | $ | 1,993 | 758,499 | ||||||||
| Financial liability | Number of DSUs | ||||||||||
| Balance as of December 31, 2023 | $ | 1,092 | 521,679 | ||||||||
| Granting and vesting of DSUs | 450 | 193,965 | |||||||||
| Liabilities settled | (359) | (155,383) | |||||||||
Gain on revaluation | (54) | — | |||||||||
Balance as of December 31, 2024 | $ | 1,129 | 560,261 | ||||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 26, 2026 | Showing above |
| 2024 | Feb 27, 2025 | |
| 2023 | Feb 29, 2024 | |
| 2022 | Feb 28, 2023 | |
| 2021 | Mar 1, 2022 | |
| 2020 | Feb 26, 2021 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.