UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
FORM 6-K

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
Under the Securities Exchange Act of 1934
For the month of November, 2025
000-56241
(Commission File Number)
Cresco Labs Inc.
(Exact name of Registrant as specified in its charter)
600 W. Fulton Street, Suite 800
Chicago, IL 60661

(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☐    Form 40-F ☒



Exhibit Index
Exhibit No.Description
Unaudited Condensed Interim Consolidated Financial Statements for the three and nine months ended September 30, 2025 and 2024
Management Discussion and Analysis of Financial Condition and Results of Operations for the three and nine months ended September 30, 2025 and 2024
News Release dated November 5, 2025




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.
CRESCO LABS INC.
Date: November 7, 2025
By:/s/ Charles Bachtell
Charles Bachtell
Chief Executive Officer



Exhibit 99.1


        















CRESCO LABS INC.
UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS OF AND FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 2025 AND 2024
(Expressed in United States Dollars)




CRESCO LABS INC.
INDEX TO UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

Unaudited Condensed Interim Consolidated Financial Statements:
Balance Sheets as of September 30, 2025 and December 31, 2024
Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2025 and September 30, 2024
Statements of Changes in Shareholders’ Equity for the three and nine months ended September 30, 2025 and September 30, 2024
Statements of Cash Flows for the nine months ended September 30, 2025 and September 30, 2024
Notes to the Unaudited Condensed Interim Consolidated Financial Statements:
Note 1. Nature of Operations
Note 2. Summary of Significant Accounting Policies
Note 3. Assets and Liabilities Held For Sale
Note 4. Inventory
Note 5. Property and Equipment
Note 6. Intangible Assets and Goodwill
Note 7. Share Capital
Note 8. Share-Based Compensation
Note 9. Net Loss Per Share
Note 10. Long-term Notes and Loans Payable, Net
Note 11. Revenues and Loyalty Programs
Note 12. Related Party Transactions
Note 13. Commitments and Contingencies
Note 14. Financial Instruments and Financial Risk Management
Note 15. Variable Interest Entities
Note 16. Segment Information
Note 17. Interest Expense, Net
Note 18. Provision for Income Taxes and Deferred Income Taxes
Note 19. Subsequent Events
1


Cresco Labs Inc.
Unaudited Condensed Interim Consolidated Balance Sheets
As of September 30, 2025 and December 31, 2024
(In thousands of United States Dollars, except share amounts)
September 30, 2025December 31, 2024
ASSETS(audited)
Current assets:
Cash and cash equivalents1
$45,413 $137,564 
Restricted cash33,292 3,439 
Accounts receivable, net42,667 51,563 
Inventory, net92,804 83,343 
Prepaid expenses9,186 16,120 
Assets held for sale7,683 — 
Other current assets11,598 2,228 
Total current assets242,643 294,257 
Non-current assets:
Property and equipment, net1
327,042 344,846 
Right-of-use assets - operating, net86,355 95,846 
Right-of-use assets - finance, net13,541 14,811 
Intangible assets, net1
291,999 293,994 
Goodwill283,484 283,484 
Deferred tax asset12,372 13,127 
Other non-current assets22,902 14,990 
Total non-current assets1,037,695 1,061,098 
TOTAL ASSETS$1,280,338 $1,355,355 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable$17,367 $13,651 
Accrued liabilities50,091 54,296 
Short-term borrowings9,789 11,934 
Income taxes payable— 348 
Current portion of operating lease liabilities8,931 9,629 
Current portion of finance lease liabilities2,319 1,994 
Deferred and contingent consideration, short-term3,901 2,486 
Liabilities held for sale4,975 — 
Total current liabilities97,373 94,338 
Non-current liabilities:
Long-term notes and loans payable, net415,316 460,750 
Operating lease liabilities125,477 135,273 
Finance lease liabilities18,928 20,061 
Deferred tax liability38,500 38,950 
Deferred and contingent consideration, long-term5,772 7,736 
Tax receivable agreement liability72,641 79,457 
Uncertain tax position liability165,160 122,468 
Other long-term liabilities1,000 8,146 
Total non-current liabilities842,794 872,841 
TOTAL LIABILITIES$940,167 $967,179 
COMMITMENTS AND CONTINGENCIES (Note 13)
SHAREHOLDERS’ EQUITY
Super Voting Shares, no par value; Unlimited shares authorized; 500,000 shares issued and outstanding at September 30, 2025 and December 31, 2024
Subordinate Voting Shares, no par value; Unlimited shares authorized; 340,486,810 and 331,490,358 issued and outstanding at September 30, 2025 and December 31, 2024, respectively
Proportionate Voting Shares2, no par value; Unlimited shares authorized; 16,634,416 and 17,106,732 issued and outstanding at September 30, 2025 and December 31, 2024, respectively
Special Subordinate Voting Shares3, no par value; Unlimited shares authorized; 1,589 shares issued and outstanding at September 30, 2025 and December 31, 2024
Share capital1,718,063 1,706,822 
Additional paid-in-capital121,084 122,750 
Accumulated other comprehensive loss(1,824)(2,232)
Accumulated deficit(1,408,987)(1,352,486)
Equity of Cresco Labs Inc.428,336 474,854 
Non-controlling interests(88,165)(86,678)
TOTAL SHAREHOLDERS’ EQUITY340,171 388,176 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY$1,280,338 $1,355,355 
1See Note 15 “Variable Interest Entities” for amounts related to variable interest entities.
2Proportionate Voting Shares (“PVS”) presented on an “as-converted” basis to Subordinate Voting Shares (“SVS”) (1-to-200)
3Special Subordinate Voting Shares (“SSVS”) presented on an “as-converted” basis to SVS (1-to-0.00001)

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
2


Cresco Labs Inc.
Unaudited Condensed Interim Consolidated Statements of Operations and Comprehensive Loss
For the Three and Nine Months Ended September 30, 2025 and 2024
(In thousands of United States Dollars, except share and per share amounts)

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Revenues, net$164,913 $179,783 $494,294 $548,434 
Costs of goods sold85,553 86,345 253,047 268,006 
Gross profit79,360 93,438 241,247 280,428 
Operating expenses:
Selling, general, and administrative59,167 64,775 182,058 190,222 
Impairment loss 2,365 2,320 11,630 2,320 
Total operating expenses61,532 67,095 193,688 192,542 
Income from operations17,828 26,343 47,559 87,886 
Other income (expense), net:
Interest expense, net(14,567)(15,016)(41,953)(42,900)
Other expense, net(13,362)(5)(13,881)(58,657)
Total other expense, net(27,929)(15,021)(55,834)(101,557)
(Loss) income before income taxes(10,101)11,322 (8,275)(13,671)
Income tax expense(11,867)(19,016)(42,820)(47,257)
Net loss$(21,968)$(7,694)$(51,095)$(60,928)
Net (loss) income attributable to non-controlling interests, net of tax(4,914)2,847 (3,275)9,138 
Net loss attributable to Cresco Labs Inc.$(17,054)$(10,541)$(47,820)$(70,066)
Net loss per share - attributable to Cresco Labs Inc. shareholders:
Basic and diluted loss per share$(0.05)$(0.03)$(0.14)$(0.20)
Basic and diluted weighted-average shares outstanding355,538,392 347,360,904 353,378,175 344,652,104 
Comprehensive loss:
Net loss$(21,968)$(7,694)$(51,095)$(60,928)
Foreign currency translation differences, net of tax(234)166 408 (279)
Total comprehensive loss for the period(22,202)(7,528)(50,687)(61,207)
Comprehensive (loss) income attributable to non-controlling interests, net of tax(4,914)2,847 (3,275)9,138 
Total comprehensive loss attributable to Cresco Labs Inc.$(17,288)$(10,375)$(47,412)$(70,345)

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.

3


Cresco Labs Inc.
Unaudited Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity
For the Three and Nine Months Ended September 30, 2025 and 2024
(In thousands of United States Dollars)
Share capitalAdditional paid-in capitalAccumulated other comprehensive income (loss), net of taxAccumulated deficitNon-controlling interestsTotal
Balance as of July 1, 2025$1,716,641 $119,342 $(1,590)$(1,389,919)$(83,562)$360,912 
Issuance of vested restricted stock units394 (394)— — — — 
Share-based compensation— 2,226 — — — 2,226 
Payable pursuant to tax receivable agreements— — — — 
Net change in tax distribution accrual— (90)— — — (90)
Tax distributions to non-controlling interest holders— — — — (86)(86)
Excess cash distributions to non-controlling interest holders— — — — (593)(593)
Cresco LLC shares redeemed1,024 — — (2,014)990 — 
Foreign currency translation— — (234)— — (234)
Net loss— — — (17,054)(4,914)(21,968)
Ending balance as of September 30, 2025$1,718,063 $121,084 $(1,824)$(1,408,987)$(88,165)$340,171 
Balance as of January 1, 2025$1,706,822 $122,750 $(2,232)$(1,352,486)$(86,678)$388,176 
Issuance of vested restricted stock units6,400 (6,400)— — — — 
Share-based compensation— 7,158 — — — 7,158 
Employee taxes withheld on certain share-based payment arrangements(2)(688)— — — (690)
Payable pursuant to tax receivable agreements16 — — — — 16 
Equity issued related to settlement of acquisition related contingent consideration500 — — — — 500 
Equity issuances for consulting services396 — — — — 396 
Net change in tax distribution accrual— (1,736)— — — (1,736)
Tax distributions to non-controlling interest holders— — — — (959)(959)
Excess cash distributions to non-controlling interest holders— — — — (2,003)(2,003)
Cresco LLC shares redeemed3,931 — — (8,681)4,750 — 
Foreign currency translation— — 408 — — 408 
Net loss— — — (47,820)(3,275)(51,095)
Ending balance as of September 30, 2025$1,718,063 $121,084 $(1,824)$(1,408,987)$(88,165)$340,171 
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
4


Cresco Labs Inc.
Unaudited Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity
For the Three and Nine Months Ended September 30, 2025 and 2024
(In thousands of United States Dollars)
Share capitalAdditional paid-in capitalAccumulated other comprehensive loss, net of taxAccumulated deficitNon-controlling interestsTotal
Balance as of July 1, 2024$1,704,275 $100,933 $(1,596)$(1,335,942)$(93,162)$374,508 
Issuance of vested restricted stock units1,300 (1,300)— — — 
Share-based compensation— 2,557 — — — 2,557
Employee taxes withheld on certain share-based payment arrangements— (136)— — — (136)
Net change in tax distribution accrual— (2,832)— — — (2,832)
Tax distributions to non-controlling interest holders— — — — (59)(59)
Excess cash distributions to non-controlling interest holders— — — — (1,143)(1,143)
Foreign currency translation— — 166 — — 166
Net (loss) income— — — (10,541)2,847 (7,694)
Ending balance as of September 30, 2024$1,705,575 $99,222 $(1,430)$(1,346,483)$(91,517)$365,367 
Balance as of January 1, 2024$1,689,452 $82,927 $(1,151)$(1,265,536)$(77,625)$428,067 
Exercise of stock options14 (5)— — — 
Issuance of vested restricted stock units6,278 (6,278)— — — — 
Share-based compensation— 10,348 — — — 10,348 
Employee taxes withheld on certain share-based payment arrangements— (723)— — — (723)
Payable pursuant to tax receivable agreements(362)— — — — (362)
Equity Issuances(200)— — — — (200)
Equity issuances related to acquisitions3,001 — — — — 3,001 
Net change in tax distribution accrual— 12,953 — — — 12,953 
Tax distributions to non-controlling interest holders— — — — (22,077)(22,077)
Excess cash distributions to non-controlling interest holders— — — — (4,442)(4,442)
Cresco LLC shares redeemed7,392 — — (10,881)3,489 — 
Foreign currency translation— — (279)— — (279)
Net (loss) income— — — (70,066)9,138 (60,928)
Ending balance as of September 30, 2024$1,705,575 $99,222 $(1,430)$(1,346,483)$(91,517)$365,367 
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
5


Cresco Labs Inc.
Unaudited Condensed Interim Consolidated Statements of Cash Flows
For the Nine Months Ended September 30, 2025 and 2024
(In thousands of United States Dollars)

Nine Months Ended September 30,
20252024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss$(51,095)$(60,928)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization 37,953 45,192 
Amortization of operating lease assets5,490 5,165 
Bad debt recovery and provision expense for expected credit loss(497)547 
Share-based compensation expense7,580 10,459 
Loss on investments10 78 
Gain on changes in fair value of deferred consideration— (598)
Gain on adjustments in fair value of intangibles(4,000)— 
Tax receivable agreement expense(67)60,667 
Loss on inventory write-offs and provision1,699 1,891 
Change in deferred taxes164 3,452 
Accretion of discount and deferred financing costs on debt arrangements3,413 3,654 
Loss on debt extinguishment16,363 — 
Foreign currency loss (gain) 415 (230)
Loss on disposals of property and equipment2,227 737 
Impairment loss11,630 2,320 
Loss on lease termination(89)— 
Proceeds of contingent consideration in excess of costs over estimated earnings— 598 
Loss on other adjustments to net income— 24 
Changes in operating assets and liabilities:
Accounts receivable8,866 (3,883)
Inventory(13,934)9,135 
Prepaid expenses and other assets(4,512)190 
Accounts payable and accrued liabilities(2,001)3,554 
Operating lease liabilities(7,238)(5,792)
Income taxes payable33,081 26,762 
NET CASH PROVIDED BY OPERATING ACTIVITIES45,458 102,994 
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment(26,122)(16,288)
Purchase of intangibles(1,767)(3,711)
Proceeds from tenant improvement allowances501 616 
Payment of acquisition consideration, net of cash acquired (1,750)(3,230)
Proceeds from disposals of property and equipment676 397 
Receipts from loans and advances1,000 — 
NET CASH USED IN INVESTING ACTIVITIES(27,462)(22,216)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options— 
Proceeds from the issuance of long-term debt312,000 — 
Payment of debt prepayment and debt extinguishment costs(7,000)— 
Repayment of debt(360,000)— 
Proceeds (payment) of acquisition-related contingent consideration— 705 
Payment for equity transfer— (200)
Tax distribution payments in accordance with the tax receivable agreement(4,251)— 
Tax distributions to non-controlling interest redeemable unit holders and other members(959)(22,077)
Excess cash distributions to non-controlling interest redeemable unit holders and other members(2,003)(4,442)
Principal payment of property, plant, and equipment vendor financing(231)(664)
Payment of debt issuance costs(14,368)— 
Principal payments on finance lease obligations(3,483)(2,775)
NET CASH USED IN FINANCING ACTIVITIES(80,295)(29,444)
Effect of exchange rate changes on cash and cash equivalents— (48)
Net (decrease) increase in cash and cash equivalents(62,299)51,286 
Cash and cash equivalents and restricted cash, beginning of period144,255 108,520 
Cash and cash equivalents, end of period45,413 153,295 
Restricted cash, end of period33,292 3,260 
Restricted cash included in other non-current assets, end of period3,251 3,251 
Cash and cash equivalents and restricted cash, end of period$81,956 $159,806 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
CASH PAID DURING THE PERIOD FOR:
Income tax, net$(13,699)$17,044 
Interest41,225 31,559 
NON-CASH INVESTING AND FINANCING TRANSACTIONS:
6


Cresco Labs Inc.
Unaudited Condensed Interim Consolidated Statements of Cash Flows
For the Nine Months Ended September 30, 2025 and 2024
(In thousands of United States Dollars)
Nine Months Ended September 30,
20252024
Issuance of shares under business combinations and acquisitions$— $3,001 
Deferred and contingent consideration for acquisitions500 — 
Non-controlling interests redeemed for equity4,750 3,489 
Receivable due from seller of previous acquisition2,064 — 
Liability incurred to purchase property, equipment and intangibles644 1,189 
Liability of property, plant and equipment purchased through vendor financing141 784 
(Overpaid) unpaid declared distributions to non-controlling interest redeemable unit holders(15,666)2,891 
Receivable related to financing lease transactions— 612 
Liability incurred in accordance with tax receivable agreement79,149 84,457 
Issuance of shares for services396  
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
7



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Nine Months Ended September 30, 2025 and 2024


NOTE 1. NATURE OF OPERATIONS
Cresco Labs Inc. (“Cresco Labs” or the “Company”), formerly known as Randsburg International Gold Corp. was incorporated in the Province of British Columbia under the Company Act on July 6, 1990. The Company is one of the largest vertically-integrated multi-state cannabis operators in the United States licensed to cultivate, manufacture, and sell retail and medical cannabis products primarily through Sunnyside*®, Cresco Labs’ national dispensary brand and third-party retail stores. Employing a consumer-packaged goods approach to cannabis, Cresco Labs’ house of brands is designed to meet the needs of all consumer segments and includes some of the most recognized and trusted national brands including Cresco®, High Supply®, Mindy’sTM, Good News®, RemediTM, Wonder Wellness Co.®, and FloraCal® Farms. As of September 30, 2025, the Company operates in Illinois, Pennsylvania, Ohio, California, New York, Massachusetts, Michigan, and Florida pursuant to applicable state and local laws and regulations. These include the Illinois Compassionate Use of Medical Cannabis Program Act and the Illinois Cannabis Regulation and Tax Act; the Pennsylvania Medical Marijuana Act; Chapters 3796 and 3780 of the Ohio Revised Code; the California Medicinal and Adult-Use Cannabis Regulation and Safety Act; the New York Marihuana Regulation and Taxation Act; Massachusetts General Laws Chapters 94G and 94I; the Michigan Medical Marihuana Act, the Michigan Medical Marihuana Facilities Licensing Act, the Michigan Regulation and Taxation of Marihuana Act, and the Michigan Marihuana Tracking Act; and Article X section 29 of the Florida Constitution and section 381.986, Florida Statues, respectively.

The Company’s SVS are listed on the Canadian Securities Exchange under the ticker symbol “CL” and are quoted on the Over-the-Counter Market under the ticker symbol “CRLBF” and on the Frankfurt Stock Exchange under the symbol “6CQ.”
The Company’s corporate office is located at 600 W. Fulton Street, Suite 800, Chicago, IL 60661. The registered office is located at 666 Burrard Street, Suite 2500, Vancouver, BC V6C 2X8.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a)Basis of Preparation
The accompanying unaudited condensed interim consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to Accounting Standards Codification (“ASC”) 270 Interim Reporting. The financial data presented herein should be read in conjunction with the Company’s audited annual consolidated financial statements and accompanying notes as of and for the years ended December 31, 2024 and 2023 as filed on SEDAR+ and EDGAR. The Consolidated Balance Sheet for the year ended December 31, 2024 was derived from audited financial statements filed on SEDAR+ and EDGAR on March 14, 2025. In the opinion of management, the unaudited financial data presented includes all adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods presented. Operating results for the three and nine months ended September 30, 2025 are not necessarily indicative of results that may be expected for any other reporting period. These unaudited condensed interim consolidated financial statements include estimates and assumptions of management that affect the amounts reported. Actual results could differ from these estimates.
(b)Basis of Measurement
The accompanying unaudited condensed interim consolidated financial statements have been prepared on a going concern basis, under the historical cost convention, except for certain loans receivable, investments, and contingent considerations, which are recorded at fair value. Historical cost is generally based upon the fair value of the consideration given in exchange for assets acquired and the contractual obligation for liabilities incurred.
8



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Nine Months Ended September 30, 2025 and 2024

(c)Functional and Presentation Currency
The Company’s functional currency and that of the majority of its subsidiaries is the United States (“U.S.”) dollar. The Company’s reporting currency is the U.S. dollar (“USD”). Foreign currency denominated assets and liabilities are remeasured into the functional currency using period-end exchange rates. Gains and losses from foreign currency transactions are included in Other expense, net in the Unaudited Condensed Interim Consolidated Statements of Operations.
Assets and liabilities of foreign operations having a functional currency other than USD (e.g., Canadian dollars) are translated at the rate of exchange prevailing at the reporting date; revenues and expenses are translated at the monthly average rate of exchange during the period. Gains or losses on translation of foreign subsidiaries and net investments in foreign operations are included in Foreign currency translation differences, net of tax in the Unaudited Condensed Interim Consolidated Statements of Comprehensive Loss and Accumulated other comprehensive loss on the Unaudited Condensed Interim Consolidated Balance Sheets.
(d)Basis of Consolidation
The unaudited condensed interim consolidated financial statements include the accounts of the Company and its subsidiaries with intercompany balances and transactions eliminated upon consolidation. Subsidiaries are those entities over which the Company has the power over the investee, is exposed, or has rights, to variable involvement with the investee; and has the ability to use its power to affect its returns. The following are Cresco Labs’ wholly-owned or controlled entities as of September 30, 2025:
EntityLocationPurposePercentage
Held
Cresco Labs Inc.British Columbia, CanadaParent Company
Cali-Antifragile Corp.CaliforniaHolding Company100%
River Distributing Co., LLCCaliforniaHolding Company100%
Sonoma's Finest fka FloraCalCaliforniaCultivation100%
Cub City, LLCCaliforniaCultivation100%
CRHC Holdings Corp.Ontario, CanadaHolding Company100%
Cannroy Delaware Inc.DelawareHolding Company100%
Laurel Harvest Labs, LLCPennsylvaniaCultivation and Dispensary Facility100%
JDRC Mount Joy, LLCIllinoisHolding Company100%
JDRC Scranton, LLCIllinoisHolding Company100%
Bluma Wellness Inc.British Columbia, CanadaHolding Company100%
Cannabis Cures Investments, LLCFloridaHolding Company100%
3 Boys Farm, LLCFloridaCultivation, Production and Dispensary Facility100%
Farm to Fresh Holdings, LLCFloridaHolding Company100%
Cresco U.S. Corp.IllinoisHolding Company100%
Keystone Integrated Care, LLC PennsylvaniaDispensary100%
Arizona Facilities Supply, LLCArizonaHolding Company100%
Cresco Labs Michigan Management, LLCMichiganHolding Company100%
MedMar Inc.IllinoisHolding Company100%
MedMar Lakeview, LLCIllinoisDispensary88%
MedMar Rockford, LLCIllinoisDispensary75%
Gloucester Street Capital, LLCNew YorkHolding Company100%
Valley Agriceuticals, LLCNew YorkCultivation, Production and Dispensary Facility100%
Valley Agriceuticals Real Estate New YorkHolding Company100%
JDRC Ellenville, LLCIllinoisHolding Company100%
CMA Holdings, LLCIllinoisHolding Company100%
BL Real Estate, LLCMassachusettsHolding Company100%
BL Pierce, LLCMassachusettsHolding Company100%
BL Uxbridge, LLCMassachusettsHolding Company100%
BL Main, LLCMassachusettsHolding Company100%
BL Burncoat, LLCMassachusettsHolding Company100%
9



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Nine Months Ended September 30, 2025 and 2024

EntityLocationPurposePercentage
Held
BL Framingham, LLCMassachusettsHolding Company100%
BL Worcester, LLCMassachusettsHolding Company100%
Cultivate Licensing LLCMassachusettsHolding Company100%
Cultivate Worcester, Inc.MassachusettsDispensary100%
Cultivate Leicester, Inc.MassachusettsCultivation, Production and Dispensary Facility100%
Cultivate Framingham, Inc.MassachusettsDispensary100%
Cultivate Cultivation, LLCMassachusettsCultivation and Production Entity100%
High Road Holdings LLCDelawareHolding Company100%
SPS Management, LLCDelawareHolding Company100%
Altus Global, LLCDelawareHolding Company100%
Altus, LLCDelawareHolding Company100%
GoodNews Holdings, LLCIllinoisLicensing Company100%
Wonder Holdings, LLCIllinoisLicensing Company100%
JDRC Seed, LLCIllinoisEducational Company100%
CP Pennsylvania Holdings, LLCIllinoisHolding Company100%
Bay, LLCPennsylvaniaDispensary100%
Bay Asset Management, LLCPennsylvaniaHolding Company100%
Ridgeback, LLCColoradoHolding Company100%
Cresco Labs Texas, LLCTexasHolding Company100%
CL Kentucky HoldCo, LLCDelawareHolding Company100%
CL Kentucky Cultivation, LLCDelawareCultivation Entity100%
CL Kentucky Processing, LLCDelawareProduction Entity100%
CL Kentucky Dispensing, LLCDelawareDispensary100%
Cresco Labs, LLCIllinoisOperating Entity65%
IP CL, LLCDelawareHolding Company100%
Cresco Labs Ohio, LLCOhioCultivation, Production and Dispensary Facility99%
Cresco Labs Notes Issuer, LLCIllinoisHolding Company
Wellbeings, LLCDelawareCBD Wellness Product Development100%
Cresco Labs SLO, LLCCaliforniaHolding Company100%
SLO Cultivation Inc.CaliforniaHolding Company80%
Cresco Labs Joliet, LLCIllinoisCultivation and Production Facility100%
Cresco Labs Kankakee, LLCIllinoisCultivation and Production Facility100%
Cresco Labs Logan, LLCIllinoisCultivation and Production Facility100%
Cresco Labs PA, LLCIllinoisHolding Company100%
Cresco Yeltrah, LLCPennsylvaniaCultivation, Production and Dispensary Facility100%
Strip District Education CenterPennsylvaniaHolding Company100%
JDC Newark, LLCOhioHolding Company100%
Verdant Creations Newark, LLCOhioDispensary100%
Strategic Property Concepts, LLCOhioHolding Company100%
JDC Marion, LLCOhioHolding Company100%
Verdant Creations Marion, LLCOhioDispensary100%
Strategic Property Concepts 4, LLCOhioHolding Company100%
JDC Chillicothe, LLCOhioHolding Company100%
Verdant Creations Chillicothe, LLCOhioDispensary100%
Strategic Property Concepts 5, LLCOhioHolding Company100%
JDC Columbus, LLCOhioHolding Company100%
Care Med Associates, LLCOhioDispensary100%
PDI Medical III, LLCIllinoisDispensary100%
Phoenix Farms of Illinois, LLCIllinoisDispensary100%
FloraMedex, LLCIllinoisDispensary100%
Cresco Edibles, LLCIllinoisHolding Company100%
TSC Cresco, LLCIllinoisLicensing75%
Cresco HHH, LLCMassachusettsCultivation, Production and Dispensary Facility100%
Cresco Labs Missouri Management, LLCMissouriHolding Company100%
JDRC Acquisitions, LLCIllinoisHolding Company100%
10



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Nine Months Ended September 30, 2025 and 2024

EntityLocationPurposePercentage
Held
JDRC 7841 Grand LLCIllinoisHolding Company100%
JDRC Lincoln, LLCIllinoisHolding Company100%
JDRC Danville, LLCIllinoisHolding Company100%
JDRC Kankakee, LLCIllinoisHolding Company100%
JDRC Brookville, LLCIllinoisHolding Company100%
Cresco Labs Michigan, LLC1
MichiganCultivation and Production Facility85%
1Legally, Cresco Labs Michigan, LLC is 42.5% owned by a related party within management of the Company.

Cresco U.S. Corp., which is wholly owned by the Company, is the sole manager of Cresco Labs, LLC; Cresco Labs, LLC is the sole owner and manager of Cresco Labs Notes Issuer, LLC. Therefore, the Company controls Cresco Labs Notes Issuer, LLC and has consolidated its results into the unaudited condensed interim consolidated financial statements.
Non-controlling interests (“NCI”) represent ownership interests in consolidated subsidiaries by parties that are not shareholders of the Company. They are shown as a component of total equity in the Unaudited Condensed Interim Consolidated Balance Sheets, and the share of income attributable to NCI is shown as Net income attributable to non-controlling interests, net of tax in the Unaudited Condensed Interim Consolidated Statements of Operations and Comprehensive Loss. Changes in the parent company’s ownership that do not result in a loss of control are accounted for as equity transactions.
(e)Assets and Liabilities Held for Sale

The Company classifies an asset or disposal group as held for sale in accordance with ASC 360 Property, Plant and Equipment, when the following criteria are met:

(i)management, having the authority to approve the action, commits to a plan to sell the asset (disposal group);
(ii)the asset (disposal group) is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets (disposal groups);
(iii)an active program to locate a buyer and other actions required to complete the plan to sell the asset (disposal group) have been initiated;
(iv)the sale of the asset (disposal group) is probable, and transfer of the asset (disposal group) is expected to qualify for recognition as a completed sale, within one year;
(v)the asset (disposal group) is being actively marketed for sale at a price that is reasonable in relation to its current fair value;
(vi)actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

Disposal groups held for sale are reported at the lower of carrying amount or fair value less costs to sell. Long-lived assets classified as held for sale are not subject to depreciation or amortization, and both the assets and any liabilities directly associated with the disposal group are presented separately within our Unaudited Condensed Interim Consolidated Balance Sheets. Subsequent changes to the estimated fair value less cost to sell are recorded as gains or losses in our Unaudited Condensed Interim Consolidated Statements of Operations, and any subsequent gains are limited to the cumulative losses previously recognized. See Note 3 “Assets and Liabilities Held For Sale” for additional information.

(f)Newly Adopted Accounting Pronouncements

The Company did not adopt any new accounting pronouncements during the three and nine months ended September 30, 2025.
11



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Nine Months Ended September 30, 2025 and 2024

(g)Recently Issued Accounting Standards

In July 2025, the FASB issued ASU 2025-05, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient to measure credit losses on accounts receivable and contract assets. This guidance is effective for annual periods beginning after December 15, 2025, including interim periods within those annual periods. Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance. The Company is currently assessing the impact of the disclosure requirements on our consolidated financial statements.
In May 2025, the FASB issued ASU 2025-03, Business Combination (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity (“VIE”), which provides clarifying guidance on determining the accounting acquirer in certain transactions involving VIEs. The update aims to improve consistency and comparability in financial reporting. This guidance is effective for annual periods beginning after December 15, 2026, including interim periods within those annual periods. Early adoption is permitted. Upon adoption, the guidance will be applied prospectively. The Company is currently assessing the impact of the disclosure requirements on our consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) — Disaggregation of Income Statement Expenses. In January 2025, the FASB issued ASU No. 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, which clarified the effective date for non-calendar year-end entities. ASU 2024-03 is intended to enhance transparency into the nature and function of expenses. ASU 2024-03 requires that on an annual and interim basis, entities disclose disaggregated operating expense information about specific categories, including purchases of inventory, employee compensation, depreciation, amortization, and depletion. This guidance is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Upon adoption, ASU 2024-03 should be applied on a prospective basis, while retrospective application is permitted. The Company is currently assessing the impact of the disclosure requirements on our consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) — Improvements to Income Tax Disclosures. The ASU expands disclosures in an entity’s income tax rate reconciliation table and regarding cash taxes paid both in the U.S. and foreign jurisdictions. The ASU requires that an entity disclose specific categories in the effective tax rate reconciliation, as well as provide additional information for reconciling items that meet a quantitative threshold. Further, the ASU requires certain disclosures of state versus federal income tax expense and taxes paid. The amendments in this ASU are required to be adopted for annual periods beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied on a prospective basis, with retrospective application permitted. The Company plans to adopt this ASU for the fiscal year ended December 31, 2025 and is currently assessing the impact on our consolidated financial statements.
In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the Securities and Exchange Commission's (“SEC”) Disclosure Update and Simplification Initiative. The amendments in this update represent changes to clarify or improve disclosure and presentation requirements of a variety of Topics in the ASC. The amendments should be applied on a prospective basis and allow users to more easily compare entities subject to SEC's existing disclosure with those entities that were not previously subject to the SEC's requirements. The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. The Company is currently assessing the impact of this ASU on its consolidated financial statements.
12



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Nine Months Ended September 30, 2025 and 2024

(h)Reclassifications

Certain immaterial prior period amounts were reclassified to conform to the current presentation. The Company is presenting separately operating and finance right-of-use assets, current and long-term lease liabilities previously included in right-of-use assets, current portion of lease liabilities, and lease liabilities on the Consolidated Balance Sheets. The reclassifications had no effect on total assets or total liabilities.

NOTE 3. ASSETS AND LIABILITIES HELD FOR SALE
On June 13, 2025, the Company’s board of directors approved plans for the sale of its Cub City and Sonoma’s Finest cultivation facilities. The Company accounted for this transaction in accordance with held for sale criteria under ASC 360 Property, Plant and Equipment.

The following table summarizes the major classes of assets and liabilities of the Company’s classified as held for sale as of September 30, 2025 on the consolidated balance sheets:

($ in thousands)September 30, 2025
ASSETS
Accounts receivable, net$
Inventory, net1,877 
Prepaid expenses160 
Other current assets35 
Property and equipment, net5,460 
Intangible assets, net
Deferred tax asset141 
TOTAL ASSETS HELD FOR SALE$7,683 
LIABILITIES
Current portion of operating lease liabilities$1,424 
Operating lease liabilities3,551 
TOTAL LIABILITIES HELD FOR SALE$4,975 
During the three months ended September 30, 2025, the Company recorded a fair value adjustment of $2.3 million in the Unaudited Condensed Interim Consolidated Statements of Operations based on the expected proceeds of the sale of Sonoma’s Finest. This impairment included $1.7 million of property and equipment and $0.6 million of right-of-use assets. During the nine months ended September 30, 2025, based on an analysis of the fair value of these assets, the book value was written down by $11.6 million in the Unaudited Condensed Interim Consolidated Statements of Operations. Total impairment included $5.3 million of right-of-use assets, $4.2 million of intangible assets, and $2.1 million of property and equipment.

13



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Nine Months Ended September 30, 2025 and 2024


NOTE 4.     INVENTORY
Inventory as of September 30, 2025 and December 31, 2024, consisted of the following:

($ in thousands)September 30, 2025December 31, 2024
Raw materials$12,889 $12,010 
Raw materials - non-cannabis13,198 13,213 
Work-in-process34,229 33,803 
Finished goods31,260 22,931 
Finished goods - non-cannabis1,228 1,386 
Inventory, net$92,804 $83,343 

During the three months ended September 30, 2025 and 2024, the net impact to inventory reserve was an increase of $0.3 million and a decrease of $0.5 million, respectively. During the nine months ended September 30, 2025 and 2024, the net impact to inventory reserve was an increase of $1.7 million and $1.9 million, respectively. The expense related to the change in inventory reserve is included in Cost of goods sold presented in the Unaudited Condensed Interim Consolidated Statements of Operations.

NOTE 5.     PROPERTY AND EQUIPMENT
Property and equipment as of September 30, 2025 and December 31, 2024 consisted of the following:
($ in thousands)September 30, 2025December 31, 2024
Land and Buildings$212,729 $209,668 
Machinery and Equipment42,084 44,347 
Furniture and Fixtures46,074 43,054 
Leasehold Improvements167,322 183,522 
Website, Computer Equipment and Software11,862 11,853 
Vehicles2,626 2,784 
Construction In Progress19,621 12,037 
Total property and equipment, gross502,318 507,265 
Less: Accumulated depreciation(175,276)(162,419)
Property and equipment, net$327,042 $344,846 
As of September 30, 2025 and December 31, 2024, costs related to unfinished construction at the Company’s facilities and dispensaries were capitalized in construction in progress and not depreciated. Depreciation will commence when construction is completed and the facilities and dispensaries are available for their intended use.
14



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Nine Months Ended September 30, 2025 and 2024

The following table reflects depreciation expense related to property and equipment for the three and nine months ended September 30, 2025 and 2024:
Three Months Ended September 30,Nine Months Ended September 30,
($ in thousands)2025202420252024
Depreciation expense included in cost of goods sold and ending inventory$6,155 $7,540 $20,063 $21,816 
Depreciation expense included in selling, general, and administrative expense4,146 4,003 10,989 11,731 
Total depreciation expense$10,301 $11,543 $31,052 $33,547 
As of September 30, 2025 and December 31, 2024, ending inventory includes $7.7 million and $8.2 million of capitalized depreciation, respectively.
The following table reflects depreciation expense capitalized to cost of goods sold and depreciation expense capitalized to ending inventory for the three and nine months ended September 30, 2025 and 2024:
Three Months Ended September 30,Nine Months Ended September 30,
($ in thousands)2025202420252024
Capitalized expense included in cost of goods sold$6,476 $8,104 $20,564 $25,768 
Capitalized expense to inventory for prior periods5,652 6,052 8,345 12,678 
During the nine months ended September 30, 2025, the Company disposed of $1.2 million of property and equipment no longer in use in various states. The Company recorded a total $1.2 million net loss on the disposals of those assets. In the same period, the Company sold $1.9 million of property and equipment in various states and recorded $1.1 million net loss. The gains and losses on disposals and sale of these assets are recorded in Other expense, net on the Unaudited Condensed Interim Consolidated Statements of Operations.

During the nine months ended September 30, 2024, the Company sold $0.3 million of property and equipment and recorded a $0.1 million net gain, primarily related to the sale of a medical dispensary in Pennsylvania. The gain is recorded in Other expense, net on the Unaudited Condensed Interim Consolidated Statements of Operations.

The Company recorded impairment of property and equipment during the nine months ended September 30, 2025. See Note 3 “Assets and Liabilities Held For Sale” for additional information.

15



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Nine Months Ended September 30, 2025 and 2024


NOTE 6.     INTANGIBLE ASSETS AND GOODWILL
(a)Intangible Assets

Intangible assets consisted of the following as of September 30, 2025 and December 31, 2024:

September 30, 2025December 31, 2024
($ in thousands)Gross Carrying AmountAccumulated AmortizationNetGross Carrying AmountAccumulated AmortizationNet
Definite-Lived Intangible Assets:
Customer Relationships$30,600 $(18,197)$12,403 $31,300 $(15,736)$15,564 
Trade Names1,400 (1,400)— 2,100 (1,750)350 
Permit Application Costs4,217 (2,442)1,775 20,699 (18,270)2,429 
Other Intangibles
4,917 (4,917)— 6,013 (6,013)— 
Indefinite-Lived Intangible Assets:
Licenses277,821 — 277,821 275,651 — 275,651 
Total Intangible Assets$318,955 $(26,956)$291,999 $335,763 $(41,769)$293,994 

The following table reflects the amortization expense related to definite-lived intangible assets for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended September 30,Nine Months Ended September 30,
($ in thousands)2025202420252024
Amortization expense included in cost of goods sold and ending inventory$748 $873 $2,304 $2,360 
Amortization expense included in selling, general, and administrative expense898 1,753 2,449 2,811 
Total amortization expense$1,646 $2,626 $4,753 $5,171 

As of September 30, 2025 and December 31, 2024, ending inventory included $0.3 million and $0.2 million of capitalized amortization, respectively.

The following table reflects amortization expense capitalized to cost of goods sold and amortization expense capitalized to ending inventory for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended September 30,Nine Months Ended September 30,
($ in thousands)2025202420252024
Capitalized expense included in cost of goods sold$746 $1,126 $2,178 $2,677 
Capitalized expense to inventory for prior periods238 462 237 966 

16



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Nine Months Ended September 30, 2025 and 2024

The following table outlines the estimated amortization expense related to intangible assets for each of the next five years:

($ in thousands)Estimated Amortization Expense
Remaining in 2025$1,635 
20264,801 
20273,211 
20282,893 
20291,638 
Total estimated amortization expense$14,178 

(b)Goodwill

The changes in carrying amount of goodwill are as follows for the year ended December 31, 2024 and the nine months ended September 30, 2025:

($ in thousands)Total
Balance at January 1, 2024$279,697 
Additions from acquisitions3,637 
Measurement period adjustments150 
Balance at December 31, 2024283,484 
Balance at September 30, 2025$283,484 

(c)Impairment

See Note 3 “Assets and Liabilities Held For Sale” for additional information on impairment of intangible assets during the nine months ended September 30, 2025.

NOTE 7.     SHARE CAPITAL
(a)     Authorized
The authorized share capital of the Company is outlined in the Company’s audited annual consolidated financial statements and accompanying notes as of and for the years ended December 31, 2024 and 2023, which were previously filed on SEDAR+ and EDGAR. There have been no changes in authorized share capital as of September 30, 2025.
17



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Nine Months Ended September 30, 2025 and 2024

(b)     Issued and Outstanding Shares
As of September 30, 2025 and 2024, issued and outstanding capital consisted of the following:
(shares in thousands)
Redeemable
 Units1
SVS2
PVS3
MVS4
SSVS5
Beginning balance, January 1, 2025
92,057331,49017,1075002
RSUs6 issued
2,240
Issuance of shares related to settlement of
acquisition contingent consideration
250
Cresco LLC redemptions(4,758)4,758
PVS converted to SVS473(473)
Issuances related to employee taxes on certain share-based payment arrangements733
Issuance of shares for consulting services543
Ending Balance, September 30, 202587,299340,48716,6345002
Beginning balance, January 1, 2024
96,699320,75718,9505002
Stock options exercised5
RSUs issued2,137
Issuance of shares related to acquisitions1,497
Cresco LLC redemptions(3,894)3,894
PVS converted to SVS1,288(1,288)
Issuances related to employee taxes on certain share-based payment arrangements469
Ending Balance, September 30, 202492,805330,04717,6625002
1 Redeemable units of Cresco Labs, LLC (“Redeemable Units”)
2 SVS includes shares pending issuance or cancellation
3 PVS presented on an “as-converted” basis to SVS (1-to-200)
4 Super Voting Shares (“MVS”)
5 SSVS presented on an “as-converted” basis to SVS (1-to-0.00001)
6 Restricted stock units (“RSUs”)
(i)     Issuance of Shares - Acquisitions
During the nine months ended September 30, 2025 and 2024, the Company issued shares in conjunction with certain acquisitions as follows:

(in thousands)Acquisition dateSVS shares issuedEquity-based consideration
Nine Months Ended September 30, 2025
Keystone1 - Contingent Consideration
April 24, 2024250 $500 
Nine Months Ended September 30, 2024
KeystoneApril 24, 20241,497 $3,001 
1 Keystone Integrated Care, LLC (“Keystone”)
(c)     Distribution to Non-controlling Interest Holders
Tax distributions are based off the tax rate determined by Cresco Labs Inc. (which is currently the highest U.S. individual income tax rates) applied to taxable income generated from Cresco Labs, LLC (i.e., not the whole Cresco group), which is the Company’s most significant distribution, and attributable to the NCI members. The Company has other tax and non-tax distributions that are calculated in accordance with each relevant operating agreement.
18



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Nine Months Ended September 30, 2025 and 2024

As of September 30, 2025, the Company had an asset of $15.7 million for tax-related distributions to 2025 and 2024 unit holders of Cresco Labs, LLC and other minority interest holders. As of December 31, 2024, the Company had an asset of $17.4 million for tax-related distributions to the 2024 and 2023 unit holders of Cresco Labs, LLC and other minority interest holders. During the second quarter of 2024, the Company recorded significant tax and tax-related items due to uncertain tax positions that its operations are not subject to IRC Section 280E. Due to this updated position, the Company determined it had overpaid tax distributions to 2024 and 2023 unit holders, and thus is currently in a net asset position.

In accordance with the underlying operating agreements, the Company declared and paid required distribution amounts to 2025 and 2024 unit holders of Cresco Labs, LLC and other minority holders a $0.7 million and $3.0 million amount during the three and nine months ended September 30, 2025, respectively. Similarly, the Company declared and paid required tax distribution amounts to 2024 and 2023 unit holders of Cresco Labs, LLC and other minority interest holders of $2.3 million and $26.5 million during the three and nine months ended September 30, 2024, respectively.
(d)     Changes in Ownership and Non-controlling Interests
During the three and nine months ended September 30, 2025, redemptions of 1.0 million and 4.8 million Redeemable Units occurred, respectively, which were converted into an equivalent number of SVS. During each respective period, these redemptions resulted in a decrease of 0.4% and 1.9% in non-controlling interest in Cresco Labs, LLC.

During the nine months ended September 30, 2024, redemptions of 3.9 million Redeemable Units occurred, which were converted into an equivalent number of SVS. These redemptions resulted in a decrease of 1.5% in non-controlling interest in Cresco Labs, LLC. There were no redemptions of Redeemable Units during the three months ended September 30, 2024.

The effects of changes in the Company's ownership interests in less than 100% owned subsidiaries during the three and nine months ended September 30, 2025 and 2024 were as follows:
Three Months Ended September 30,Nine Months Ended September 30,
($ in thousands)2025202420252024
Net loss attributable to Cresco Labs Inc.$(17,054)$(10,541)$(47,820)$(70,066)
Changes in Cresco Labs Inc. equity due to redemptions of Cresco Labs, LLC units:
Share capital1,024 — 3,931 7,392 
Accumulated deficit(2,014)— (8,681)(10,881)
Total change from net loss attributable to Cresco Labs Inc. and change in ownership interest in Cresco Labs, LLC.
$(18,044)$(10,541)$(52,570)$(73,555)

19



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Nine Months Ended September 30, 2025 and 2024

NOTE 8.     SHARE-BASED COMPENSATION
The Company has a share-based compensation plan (the “Plan”) for employees, board members, and service providers. Under the Plan, stock options and RSUs issued have no voting rights and vest proportionately over periods ranging from the grant date to 5 years from the issuance date. Stock options exercised and RSUs issued are converted to SVS. Stock option expiration dates range from 8 years to 10 years after the grant date. In July 2024, the Plan was amended to increase the maximum number of shares that can be reserved for issuance under the Plan to 10% of the issued and outstanding shares (on an as converted to SVS basis) plus an additional 20 million shares. The calculation for the maximum number of shares that can be reserved for issuance under the Plan will remain in place until the 10% of the issued and outstanding shares (on an as converted to SVS basis) is greater than such number. At that point, the maximum number of shares reserved for issuance under the Plan shall not exceed 10% of the issued and outstanding shares (on an as converted to SVS basis).
(a)    Award Exchange Program

On August 20, 2025, the Company commenced an offer for a one-time stock award exchange program (the “Award Exchange Program”) to certain employee option holders (“Eligible Participants”) who held certain underwater stock options and remained employed by the Company through the completion of the Award Exchange Program. Eligible Participants with an outstanding stock option that had an exercise price equal to or greater than 2.25 or 6.62 times the closing price on the expiration date of the Award Exchange Program of September 17, 2025 or with an outstanding stock option expiring before September 30, 2030, had the option to exchange their existing options for new RSUs (“New RSUs”) with a three-year vesting period. Eligible Participants had until September 17, 2025 to elect to exchange their existing stock options. Pursuant to the Award Exchange Program, 15 eligible participants elected to exchange 8.9 million stock options for 8.9 million New RSUs. The Award Exchange Program was subject to a shareholder vote at the Company’s Annual General and Special Meeting of shareholders held on September 16, 2025. The Award Exchange Program was approved as of the meeting. On September 17, 2025, the Company granted 8.9 million New RSUs pursuant to the terms of the Option Exchange Program and the Plan. Incremental expense of $5.6 million will be recognized over the three-year vesting period of the New RSUs.

(b)     Stock Options
The following table summarizes activity related to stock options outstanding as of and for the nine months ended September 30, 2025:

(Stock options and intrinsic value in thousands)Number of stock options outstandingWeighted-average exercise priceWeighted-average remaining contractual life (years)Aggregate intrinsic value
Outstanding – January 1, 2025
24,153 $2.91 6.33$— 
Granted6,868 0.95 
Exercised— — 
Forfeited, cancelled, and expired(2,450)2.44 
Cancelled under the Award Exchange Program(8,866)3.32 
Outstanding1 - September 30, 2025
19,705 $2.26 7.59$2,344 
Exercisable - September 30, 2025
10,886 $3.03 6.44$470 
1 Outstanding stock options include stock options granted to the Company’s Chief Executive Officer during the year ended December 31, 2024, that vest based on the achievement of certain market-based performance goals over the performance period, including the achievement of certain stock price performance targets.
20



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Nine Months Ended September 30, 2025 and 2024

The fair value of stock options granted under the Plan during the nine months ended September 30, 2025 and 2024 was determined using the Black-Scholes option-pricing model with the following range of assumptions at the time of the grant:
September 30, 2025September 30, 2024
Risk-free annual interest rate
4.0% to 4.4%
3.9% to 4.3%
Expected annual dividend yield0%
0%
Expected stock price volatility
72.8% to 92.8%
80.3% to 84.4%
Expected life of stock options
1.5 to 7.0 years
4.5 to 7.5 years
Forfeiture rate
19.3%
9.9% to 34.0%
Fair value at grant date
$0.33 to $0.94
$0.94 to $1.55
Stock price at grant date
$0.51 to $1.31
$1.35 to $2.05
Exercise price range
$0.51 to $1.35
$1.35 to $2.10

Volatility was estimated by using the average historical volatility of Cresco along with comparable companies from a representative group of direct and indirect peers of publicly traded companies, as the Company and the cannabis industry have minimal historical share price history available. An increase in volatility would result in an increase in fair value at grant date. The expected life, in years, represents the period of time that stock options issued are expected to be outstanding, is estimated using the simplified method. The risk-free rate is based on U.S. treasury bills with a term equal to the expected life of the stock options. The forfeiture rate is estimated based on historical forfeitures experienced by the Company.
(c)     Restricted Stock Units
The Company has an RSU program to provide employees an additional avenue to participate in the successes of the Company. The fair value of RSUs granted was determined by the fair value of the Company’s share price on the date of grant.

The following table summarizes activity related to RSUs outstanding as of and for the nine months ended September 30, 2025:
(shares in thousands)Number of RSUs outstandingWeighted-average fair value
Outstanding – January 1, 2025
8,927 $2.14 
Granted13,0000.95 
Granted under the Award Exchange Program8,866 0.98 
Vested and settled(2,682)2.37 
Forfeited(1,849)1.52 
Outstanding - September 30, 2025
26,262 $1.16 

21



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Nine Months Ended September 30, 2025 and 2024

(d)     Expense Attribution
(i)     Stock options
The following table sets forth the classification of share-based compensation expense related to stock options for the three and nine months ended September 30, 2025 and 2024:
Three Months Ended September 30,Nine Months Ended
September 30,
($ in thousands)2025202420252024
Cost of goods sold$104 $152 $367 $779 
Selling, general, and administrative expense548 1,043 2,000 3,818 
Total share-based compensation expense for stock options
$652 $1,195 $2,367 $4,597 

Unrecognized share-based compensation expense as of September 30, 2025, for unvested stock options was $3.7 million and will be recorded over the course of the next weighted-average remaining period of 2.0 years.
(ii)     RSUs
The following table sets forth the classification of share-based compensation expense related to RSUs for the three and nine months ended September 30, 2025 and 2024:
Three Months Ended September 30,Nine Months Ended
September 30,
($ in thousands)2025202420252024
Cost of goods sold$231 $203 $793 $899 
Selling, general, and administrative expense1,343 1,159 3,998 4,852 
Total share-based compensation expense for RSUs
$1,574 $1,362 $4,791 $5,751 

Unrecognized share-based compensation expense related to RSUs as of September 30, 2025, is $13.4 million and will be recognized over the course of the next weighted-average remaining period of 1.8 years.
(iii)     Capitalized Inventory
As of September 30, 2025 and December 31, 2024, ending inventory includes $0.4 million and $0.8 million, respectively, of capitalized share-based compensation expense related to both stock options and RSUs.

The following table reflects share-based compensation expense capitalized to cost of goods sold and share-based compensation expense capitalized to ending inventory for the three and nine months ended September 30, 2025 and 2024:
Three Months Ended September 30, 2025Nine Months Ended
September 30,
($ in thousands)2025202420252024
Capitalized expense to cost of goods sold$420 $589 $1,581 $1,789 
Capitalized expense to inventory for prior periods368 516 848 656 
22



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Nine Months Ended September 30, 2025 and 2024


NOTE 9.     NET LOSS PER SHARE
The following is a reconciliation for the calculation of basic and diluted loss per share for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended
September 30,
Nine Months Ended
September 30,
($ in thousands, except per share amounts)2025202420252024
Numerator:
Net loss$(21,968)$(7,694)$(51,095)$(60,928)
Less: Net loss (income) attributable to non-controlling interests, net of tax
(4,914)2,847 (3,275)9,138 
Net loss attributable to Cresco Labs Inc.
$(17,054)$(10,541)$(47,820)$(70,066)
Denominator:
Weighted-average basic and diluted shares outstanding355,538,392 347,360,904 353,378,175 344,652,104 
Loss per Share:
Basic and diluted loss per share$(0.05)$(0.03)$(0.14)$(0.20)
For the three and nine months ended September 30, 2025 and 2024, potentially dilutive shares were not included in the computation of diluted loss per common share due to the net loss during the periods presented because the shares would have had an anti-dilutive effect. Potentially dilutive shares for the three and nine months ended September 30, 2025 and 2024, consisted of the following:
Three Months Ended
September 30,
Nine Months Ended
September 30,
(shares in thousands)2025202420252024
Redeemable Units87,741 92,805 89,133 92,805 
Stock options26,198 24,783 26,546 24,783 
RSUs15,682 8,933 13,196 8,933 
Total potentially dilutive shares129,621 126,521 128,875 126,521 

23



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Nine Months Ended September 30, 2025 and 2024

NOTE 10.     LONG-TERM NOTES AND LOANS PAYABLE, NET
The following table represents the Company’s Long-term notes and loans payable, net balances as of September 30, 2025 and December 31, 2024:

($ in thousands)September 30, 2025December 31, 2024
Senior Secured Term Loan$325,000 $— 
Senior Loan— 360,000 
Mortgage Loans19,427 19,787 
Short-term borrowings and interest payable6,670 9,325 
Financing liability91,717 93,689 
Total borrowings and interest payable$442,814 $482,801 
Less: Unamortized discount and debt issuance costs(17,709)(10,117)
Less: Short-term borrowings and interest payable(6,670)(9,325)
Less: Current portion of financing liability(3,119)(2,609)
Total Long-term notes and loans payable, net$415,316 $460,750 

(a)Senior Secured Term Loan

On August 13, 2025, the Company closed on an agreement for a Senior Secured Term Loan with an undiscounted principal balance of $325.0 million and an original issue discount of $13.0 million. Proceeds from the Senior Secured Term Loan, along with cash on hand, was used to retire the then existing Senior Loan, reducing total debt. As a result, the Company recognized a $16.4 million loss on debt extinguishment recorded in Other expense, net on the Unaudited Condensed Interim Consolidated Statements of Operations for the three months ended September 30, 2025.
The Senior Secured Term Loan accrues interest as a rate of 12.5% per annum, payable in cash quarterly and has a stated maturity date of August 13, 2030. The Company’s effective interest rate for the Senior Secured Term Loan is 13.8%. Upon inception of the Senior Secured Term Loan, the Company capitalized $15.8 million of deferred financing fees.
The Senior Secured Term Loan is secured by a guarantee from substantially all material subsidiaries of the Company, as well as by a security interest in certain assets of the Company and such material subsidiaries. The Senior Secured Term Loan contains negative covenants which restrict the actions of the Company and its subsidiaries during the term of the loan, including restrictions on paying dividends, making investments and incurring additional indebtedness. The Company is also subject to compliance with affirmative covenants, some of which may require management to exercise judgment. In addition, the Company is required to maintain a minimum cash balance of $30.0 million. As of September 30, 2025, the Company was in compliance with all covenants.
The Company may prepay in whole, or in part, the Senior Secured Term Loan at any time prior to the stated maturity date, subject to certain conditions. Any prepayment of the outstanding principal amount must also include all accrued and unpaid interest and fees. Interest expense is discussed in Note 17 “Interest Expense, Net”.
(b)Senior Loan

On August 13, 2025, the Company retired the Senior Loan, effective August 12, 2021, and amended on September 22, 2023 and August 29, 2024, using proceeds from the Senior Secured Term loan and cash on hand. At the time of retirement, the Senior Loan had a $360.0 million undiscounted principal balance and unamortized discount and debt issuance costs of $5.3 million.
24



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Nine Months Ended September 30, 2025 and 2024

(c)Mortgage Loans
On September 26, 2023, JDRC Ellenville, LLC (“Ellenville”), an indirect subsidiary of the Company, entered into loan agreements to borrow an undiscounted principal amount of $25.3 million (the “Mortgage Loans”). Borrowings under the terms of the Mortgage Loans bear an initial interest rate of 8.4% per annum, which is equal to the Federal Home Loan Bank (“FHLB”) Five Year Classic Regular Advance Rate, plus a 375-basis point spread. The Mortgage Loans have an effective interest rate of 10.2%. The Mortgage Loans are secured by real estate in Ellenville, New York and improvements thereto, and converts to a permanent term loan on the conversion date of November 1, 2028. The Mortgage Loans contains certain affirmative and negative covenants which restrict the actions of Ellenville during the term of the loan.
As of September 30, 2025, the full commitment amount was not fully drawn, as $5.1 million of the principal balance will be advanced to Ellenville as it completes the buildout of the Ellenville cultivation center. Upon inception of the Mortgage Loans, the Company incurred $2.0 million, in deferred financing fees reflected within Long-term notes and loans payable on the Consolidated Balance Sheets. These deferred financing fees are amortized and expensed in accordance with ASC 835 Interest. See Note 17 “Interest Expense, Net.”
(d)    Financing Liabilities
The Company has additional financing liabilities for which the incremental borrowing rates range from 11.3% to 17.5% with remaining terms between 4.3 and 14.8 years, consistent with the underlying lease liabilities. The interest expense associated with financing liabilities is discussed in Note 17 “Interest Expense, Net.”
NOTE 11.     REVENUES AND LOYALTY PROGRAMS
(a)Revenues
The following table represents the Company’s disaggregated revenue by source, due to the Company’s contracts with its customers, for the three and nine months ended September 30, 2025 and 2024:
Three Months Ended September 30,Nine Months Ended September 30,
($ in thousands)2025202420252024
Wholesale$59,105 $62,047 $167,073 $194,165 
Dispensary105,808 117,736 327,221 354,269 
Total Revenues$164,913 $179,783 $494,294 $548,434 
The Company generates revenues, net of sales discounts, at the point in time the control of the product is transferred to the customer, as the Company has a right to payment and the customer has assumed significant risks and rewards of such product without any remaining performance obligation. Sales discounts were approximately 28.7% and 24.9% of gross revenue for the three months ended September 30, 2025 and 2024, respectively. Sales discounts were approximately 29.2% and 22.6% of gross revenue for the nine months ended September 30, 2025 and 2024, respectively. The Company does not enter into long-term sales contracts.
25



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Nine Months Ended September 30, 2025 and 2024

(b)Loyalty Programs
In the states of Illinois, New York, Florida, Ohio and Massachusetts; the Company has customer loyalty programs where retail customers accumulate points based on their level of spending. These points are recorded as a contract liability until customers redeem their points for discounts on cannabis products as part of an in-store sales transaction or the points expire after six months of no spend activity. Loyalty points may be redeemed by customers for $0.03 for each point off of future purchases. The Company records a performance obligation as a reduction of revenue of $0.02 per loyalty point, inclusive of breakage expectations in respective markets.
Upon redemption, the loyalty program obligation is relieved, and the offset is recorded as revenue. As of September 30, 2025 and December 31, 2024, there were 68.2 million and 76.2 million points outstanding, respectively. The contract liability totaled $1.3 million and $1.4 million as of September 30, 2025 and December 31, 2024, respectively, which is included in Accrued liabilities on the Unaudited Condensed Interim Consolidated Balance Sheets. The Company expects outstanding loyalty points to be redeemed within one year.

NOTE 12.     RELATED PARTY TRANSACTIONS
(a)Transactions with Key Management Personnel and Certain Board Members
As of September 30, 2025 and December 31, 2024, related parties, including key management personnel and certain board members, hold 68.8 million and 78.0 million, respectively, of Redeemable Units, which accounts for a deficit of $69.5 million and $77.9 million, respectively, in non-controlling interests. During the three months ended September 30, 2025 and September 30, 2024, the Company did not make any required tax distribution payments to unit holders of Cresco Labs, LLC which includes related parties, key management personnel and certain board members. During the nine months ended September 30, 2025 and September 30, 2024, 56.1% and 69.8%, respectively, of required tax distribution payments to unit holders of Cresco Labs, LLC were made to related parties including to key management personnel and certain board members.
(b)Related Parties – Leases
For the three and nine months ended September 30, 2025 and 2024, the Company had lease liabilities for real estate lease agreements in which the lessors have a minority interest in MedMar Inc. (“MedMar”). The lease liabilities were incurred in January 2019 and May 2020 and expire in 2027 through 2030.
Below is a summary of the expense resulting from the related party lease liabilities for the three and nine months ended September 30, 2025 and 2024:
Three Months Ended September 30,Nine Months Ended September 30,
($ in thousands)Classification2025202420252024
Operating Leases
Lessor has minority interest in MedMarRent expense$73 $73 $217 $217 
Finance Leases
Lessor has minority interest in MedMarDepreciation expense$76 $76 $229 $229 
Lessor has minority interest in MedMarInterest expense46 54 142 166 

26



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Nine Months Ended September 30, 2025 and 2024

Additionally, below is a summary of the ROU assets and lease liabilities attributable to related party leases as of September 30, 2025 and December 31, 2024:
September 30, 2025December 31, 2024
($ in thousands)ROU AssetLease LiabilityROU AssetLease Liability
Operating Leases
Lessor has minority interest in MedMar$1,045 $1,105 $1,158 $1,216 
Finance Leases
Lessor has minority interest in MedMar$1,195 $1,690 $1,423 $1,929 

NOTE 13.     COMMITMENTS AND CONTINGENCIES
(a)Claims and Litigation
From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. The Company accrues for estimated costs for a contingency when a loss is probable and can be reasonably estimated. As of September 30, 2025 and December 31, 2024, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the Company’s results of operations, financial positions, or cash flows. There are also no proceedings in which any of the Company’s directors, officers, or affiliates are an adverse party or has a material interest adverse to the Company’s interest.

In February 2024, the Company received a demand letter on behalf of former and current Cresco employees. The demand letter alleges the Company violated certain laws around regulations related to employee compensation. The demand letter proposed, and the parties have agreed, to mediate the potential claims. As of September 30, 2025, the parties have agreed to a settlement of $0.7 million, however, the settlement is not fully effective until it is granted approval by the presiding court. The amount for the pending settlement is included in Accrued liabilities on the Unaudited Condensed Interim Consolidated Balance Sheets.

(b)Contingencies
The Company’s operations are subject to a variety of federal, state, and local regulations. Failure to comply with one or more of those regulations could result in fines, restrictions on the Company’s operations, suspension or revocation of permits or licenses, or other disciplinary actions (collectively, “Disciplinary Actions”) that could adversely affect the Company’s financial position and results of operations. While management believes that the Company is in substantial compliance with state and local regulations as of September 30, 2025 and December 31, 2024, and through the date of filing of these financial statements, these regulations continue to evolve and are subject to differing interpretations and enforcement. As a result, the Company may be subject to Disciplinary Actions in the future.

(c)Commitments
As of September 30, 2025 and December 31, 2024, the Company had total commitments of $5.9 million and $1.9 million, respectively, related to material construction projects.
The Company also has employment agreements with key management personnel which include severance in the event of termination with additional equity and/or compensation benefits totaling approximately $5.2 million and $3.7 million as of September 30, 2025 and December 31, 2024, respectively.

27



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Nine Months Ended September 30, 2025 and 2024

NOTE 14.     FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT
Financial Instruments

The Company’s financial instruments are held at amortized cost (adjusted for impairment or expected credit losses (“ECL”), as applicable) or fair value. The carrying values of financial instruments held at amortized cost approximate their fair values as of September 30, 2025 and December 31, 2024, due to their nature and relatively short maturity dates. There have been no transfers into or out of Level 3 for the periods ended September 30, 2025 and December 31, 2024.
The following tables summarize the Company’s financial instruments as of September 30, 2025 and December 31, 2024:
September 30, 2025
($ in thousands)Amortized CostLevel 1Level 2Level 3Total
Financial Assets:
Cash and cash equivalents$45,413 $— $— $— $45,413 
Restricted cash1
36,543 — — — 36,543 
Security deposits2
4,077 — — — 4,077 
Accounts receivable, net42,667 — — — 42,667 
Loans receivable, long-term3
1,417 — — — 1,417 
Investments4
— 45 — 600 645 
Financial Liabilities:
Accounts payable$17,367 $— $— $— $17,367 
Accrued liabilities43,583 — — — 43,583 
Short-term borrowings9,789 — — — 9,789 
Current portion of operating lease liabilities8,931 — — — 8,931 
Current portion of finance lease liabilities2,319 — — — 2,319 
Deferred and contingent consideration, short-term— — — 3,901 3,901 
Long-term notes and loans payable, net415,316 — — — 415,316 
Operating lease liabilities125,477 — — — 125,477 
Finance lease liabilities18,928 — — — 18,928 
Deferred and contingent consideration, long-term— — — 5,772 5,772 
Tax receivable agreement liability5
79,149 — — — 79,149 
Other long-term liabilities6
1,000 — — — 1,000 
1Restricted cash balances include various escrow accounts related to minimum cash balance on our Senior Secured Term Loan, investments, acquisitions and facility licensing requirements, which are included in “Restricted cash” and “Other non-current assets” on the Unaudited Condensed Interim Consolidated Balance Sheets.
2Security deposits are included in “Other non-current assets” on the Unaudited Condensed Interim Consolidated Balance Sheets.
3Loans receivable, long-term are included in “Other non-current assets” on the Unaudited Condensed Interim Consolidated Balance Sheets.
4Investments are included in “Other non-current assets” on the Unaudited Condensed Interim Consolidated Balance Sheets.
5Short-term portion of the tax receivable agreement liability is included in “Accrued Liabilities” on the Unaudited Condensed Interim Consolidated Balance Sheets.
6Other long-term liabilities includes escrow amounts related to a previous acquisition.
28



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Nine Months Ended September 30, 2025 and 2024

December 31, 2024
($ in thousands)Amortized CostLevel 1Level 2Level 3Total
Financial Assets:     
Cash and cash equivalents$137,564 $— $— $— $137,564 
Restricted cash1
6,690 — — — 6,690 
Security deposits2
4,079 — — — 4,079 
Accounts receivable, net51,563 — — — 51,563 
Loans receivable, short-term3
545 — — — 545 
Loans receivable, long-term3
1,695 — — — 1,695 
Investments4
— 53 — 600 653 
Financial Liabilities:
Accounts payable$13,651 $— $— $— $13,651 
Accrued liabilities50,271 — — — 50,271 
Short-term borrowings11,934 — — — 11,934 
Current portion of operating lease liabilities9,629 — — — 9,629 
Current portion of finance lease liabilities1,994 — — — 1,994 
Deferred and contingent consideration, short-term— — — 2,486 2,486 
Long-term notes and loans payable, net460,750 — — — 460,750 
Operating lease liabilities135,273 — — — 135,273 
Finance lease liabilities20,061 — — — 20,061 
Deferred and contingent consideration, long-term— — — 7,736 7,736 
Tax receivable agreement liability5
83,482 — — — 83,482 
Other long-term liabilities6
8,146 — — — 8,146 
1Restricted cash balances include various escrow accounts related to investments, acquisitions and facility licensing requirements, which are included in “Restricted cash” and “Other non-current assets” on the Consolidated Balance Sheets.
2Security deposits are included in “Other non-current assets” on the Consolidated Balance Sheets.
3Loans receivable, short-term and Loans receivable, long-term are included in “Other current assets” and “Other non-current assets” respectively, on the Consolidated Balance Sheets.
4Investments are included in “Other non-current assets” on the Consolidated Balance Sheets.
5Short-term portion of the tax receivable agreement liability is included in “Accrued Liabilities” on the Consolidated Balance Sheets.
6Other long-term liabilities primarily includes deferred financing fees on our Senior Loan and escrow amounts related to a previous acquisition.

The following table presents a roll-forward of the balance sheet amounts measured at fair value on a recurring basis and classified as Level 3. The classification of an item as Level 3 is based on inputs for assets or liabilities that are not based on observable market data.
29



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Nine Months Ended September 30, 2025 and 2024

Three and Nine Months Ended September 30, 2025
Level 3 Fair Value Measurements
($ in thousands)Deferred and contingent consideration, short-termDeferred and contingent consideration, long-term
Balance as of December 31, 2024
$2,486 $7,736 
Change in fair value recorded in Interest expense, net(20)
Balance as of March 31, 2025$2,466 $7,739 
Change in fair value recorded in Interest expense, net(799)339 
Payments1
(500)— 
Balance as of June 30, 2025$1,167 $8,078 
Change in fair value recorded in Interest expense, net428 — 
Other2
2,306 (2,306)
Balance as of September 30, 2025
$3,901 $5,772 
1See Note 7 “Share Capital” for additional information of payments of equity-based consideration.
2Other relates to reclassifications from long-term to short-term due to expected timing of payment.

Three and Nine Months Ended September 30, 2024
Level 3 Fair Value Measurements
($ in thousands)Deferred and contingent consideration, short-termDeferred and contingent consideration, long-term
Balance as of December 31, 2023
$— $6,577 
Change in fair value recorded in Interest expense, net— 304 
Balance as of March 31, 2024$— $6,881 
Additions— 2,304 
Change in fair value recorded in Interest expense, net— 25 
Balance as of June 30, 2024$— $9,210 
Change in fair value recorded in Interest expense, net169 972 
Other1
2,493 (2,493)
Balance as of September 30, 2024
$2,662 $7,689 
1Other relates to reclassifications from long-term to short-term due to expected timing of payment.

The following table presents information about the significant unobservable inputs for financial liabilities measured at fair value:
30



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Nine Months Ended September 30, 2025 and 2024

Financial liabilityValuation techniquesSignificant unobservable inputsRelationship of unobservable inputs to fair value
Deferred considerationDiscounted cash flow1) Expected future cash flowsIncrease or decrease in expected future cash flows will result in an increase or decrease in fair value.
2) Discount rateIncrease or decrease in the discount rate will result in a lower or higher fair value, respectively.
Contingent considerationDiscounted cash flow1) Probability and timing of consideration paymentIncrease or decrease in probability of consideration payment and earlier or later timing of payment will result in an increase or decrease in fair value.
2) Discount rateIncrease or decrease in the discount rate will result in a lower or higher fair value, respectively.
(a)Loans receivable, long-term
The following is a summary of Loans receivable, long-term balances and valuation classifications (discussed further below) as of September 30, 2025 and December 31, 2024:

($ in thousands)Valuation
classification
September 30, 2025December 31, 2024
Long-term loans receivable - Illinois Incubator, net of ECLAmortized cost$829 $829 
Long-term loans receivable - Kurvana, net of ECLAmortized cost588 — 
Long-term loans receivable - Spark’d, net of ECLAmortized cost— 866 
Total Loans receivable, long-term$1,417 $1,695 

Pursuant to the Illinois Cannabis Regulation and Tax Act, the Company has issued $0.3 million in loans to an Illinois company which has secured a Craft Grower License to operate in the state and $1.0 million in loans to groups that have been identified by the state of Illinois as having the opportunity to receive Conditional Adult Use Dispensing Organization Licenses. One (1) $0.1 million loan related to the Craft Grower License matures on July 20, 2026. The remaining loans of $1.2 million mature on July 20, 2027. The loans are measured at amortized cost and bear no interest. Loss on provision on short-term and long-term loans receivable is recorded in Other expense, net in the Unaudited Condensed Interim Consolidated Statements of Operations.
During the second quarter of 2023, the Company issued a $1.0 million short-term loan receivable to 280EZ LLC, an Illinois limited liability company (d/b/a Spark’d). The short-term loan receivable had a one-year term and interest accruing at 9.5% per annum, paid on a monthly basis. At the inception of the loan, an ECL determination was made. During the second quarter of 2024, the Company entered into an amended agreement with Spark’d, extending the term to three years, payable on June 16, 2027. The entire balance of the Spark’d loan was reclassified to loans receivable, long-term. During the three months ended September 30, 2025, the Spark’d loan balance of $0.9 million was paid in full.
31



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Nine Months Ended September 30, 2025 and 2024

(b)Investments
The Company currently has investments in three (3) entities: 420 Capital Management, LLC (“420 Capital”), a cannabis investment company; IM Cannabis Corp. (“IMC”), a pharmaceutical manufacturer that specializes in cannabis, and OLD PAL LLC (“Old Pal”), a cannabis operator/licensor. 420 Capital and Old Pal investments are held at fair value and are classified as equity securities without a readily determinable fair value. The IMC investment is classified as a marketable security with a readily determinable fair value.

(c)Deferred and Contingent Considerations
As of September 30, 2025 and December 31, 2024, the Company had $1.2 million and $2.5 million, respectively, of short-term deferred and contingent consideration related to the Keystone acquisition. Additionally, as of September 30, 2025 and December 31, 2024, short-term and long-term deferred and contingent consideration related to the Valley Agriceuticals, LLC (“Valley Ag”) acquisition was $8.5 million and $7.7 million, respectively. The total estimated liability for Keystone and Valley Ag is based on the present value of expected payments associated with future cash flows. Expense related to our deferred and contingent considerations in connection with the Keystone and Valley Ag acquisitions is recorded in Interest expense, net in the Unaudited Condensed Interim Consolidated Statements of Operations. See Note 17 “Interest Expense, Net” for additional information.

Financial Risk Management
The Company is exposed in varying degrees to a variety of financial instrument-related risks. The Board of Directors and Company management mitigate these risks by assessing, monitoring, and approving the Company’s risk management processes:
(a)Credit and Banking Risk
Credit risk is the risk of a potential loss to the Company if a customer or a third-party to a financial instrument fails to meet its contractual obligations. The maximum credit exposure as of September 30, 2025 and December 31, 2024 is the carrying amount of cash, accounts receivable, and loans receivable. The Company does not have significant credit risk with respect to its growth in its key retail markets, as payment is typically due upon transferring the goods to the customer at our dispensaries, which currently accept only cash and debit cards. Additionally, the Company does not have significant credit risk with respect to its loan counterparties as the interest rate on the Senior Secured Term Loan is not variable and therefore, is not materially impacted by interest rate increases enacted by the Federal Reserve. The interest rate on our Mortgage Loans is based on the FHLB Five Year Classic Regular Advance Rates which matures every five (5) years and does not pose a significant credit risk. Although all deposited cash is placed with U.S. financial institutions in good standing with regulatory authorities, changes in U.S. federal banking laws related to the deposit and holding of funds derived from activities related to the cannabis industry require additional reforms and protections. In 2023, the Senate Banking Committee passed the SAFER Banking Act with bipartisan support, moving it forward for a Senate floor vote. However, the bill did not receive a vote in the U.S. House. The bill is anticipated to be reintroduced by Congress in 2025. Given that current U.S. federal law provides that the production and possession of cannabis is illegal, there is a strong argument that banks cannot accept or deposit funds from businesses involved with the cannabis industry, leading to an increased risk of legal actions against the Company and forfeitures of the Company’s assets.

32



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Nine Months Ended September 30, 2025 and 2024

The Company’s aging of accounts receivables as of September 30, 2025 and December 31, 2024 was as follows:
($ in thousands)September 30, 2025December 31, 2024
0 to 60 days$36,953 $38,370 
61 to 120 days4,012 6,395 
120 days +7,687 15,106 
Total accounts receivable, gross48,652 59,871 
Allowance for credit losses5,985 8,308 
Total accounts receivable, net$42,667 $51,563 
As of September 30, 2025, the Company had no customers that accounted for 10% or more of the Company’s gross accounts receivable balance. As of December 31, 2024, two customers accounted for $12.7 million, or 21.2%, of the Company’s gross accounts receivable balance.
For the three and nine months ended September 30, 2025, the Company recorded an ECL of $0.2 million and $0.7 million recovery of provision, respectively. In addition, the Company recorded $0.0 million and $0.2 million bad debt expense related to invoice write-offs for the three and nine months ended September 30, 2025, respectively. For the three and nine months ended September 30, 2024, the Company recorded a recovery on provision of $0.7 million and $1.2 million, respectively. An additional recovery on provision of $0.6 million was recorded compared to $0.9 million in bad debt expense related to invoice write-offs was recorded for the same three and nine month periods, respectively.
(b)Asset Forfeiture Risk
Because the cannabis industry remains illegal under U.S. federal law, any property owned by participants in the cannabis industry, which are either used in the course of conducting such business, or are the proceeds of such business, could be subject to seizure by law enforcement and subsequent civil asset forfeiture. Even if the owner of the property was never charged with a crime, the property in question could still be seized and subject to an administrative proceeding by which, with minimal due process, it could be subject to forfeiture.
(c)Liquidity Risk

The accompanying unaudited condensed interim consolidated financial statements have been prepared assuming that the Company will continue as a going concern. For the nine months ended September 30, 2025, the Company has generated positive cash flows from operations and implemented certain cost cutting measures, which are expected to improve cash from operations.

Liquidity risk is the risk that the Company will not be able to meet its financial obligations associated with financial liabilities. The Company primarily manages liquidity risk through the management of its capital structure by ensuring that it will have sufficient liquidity to settle obligations and liabilities when due. As of September 30, 2025, the Company had working capital (defined as current assets less current liabilities) of $145.3 million. The Company also expects to be able to continue to raise debt or equity based capital, or sell certain assets, if needed, to fund operations and the expansion of its business.

33



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Nine Months Ended September 30, 2025 and 2024

(d)Market Risk
(i)Currency Risk
The operating results and balance sheet of the Company are reported in USD. As of September 30, 2025 and December 31, 2024, the Company’s financial assets and liabilities are primarily in USD. However, from time to time, some of the Company’s financial transactions are denominated in currencies other than USD. The results of the Company’s operations are subject to currency transaction and translation risks. During the three and nine months ended September 30, 2025, the Company recorded a $0.2 million gain and $0.4 million loss, respectively, in foreign currency exchange. The Company recorded loss on foreign currency exchange of $0.2 million and gain on foreign currency exchange of $0.2 million during the three and nine months ended September 30, 2024, respectively.
As of September 30, 2025 and December 31, 2024, the Company had no hedging agreements in place with respect to foreign exchange rates. The Company has not entered into any agreements or purchased any instruments to hedge possible currency risks at this time.
(ii)Interest Rate Risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. An increase or decrease in the Company’s incremental borrowing rate would result in an associated increase or decrease in deferred considerations and interest expense, net. The Company’s Senior Secured Term Loan accrues interest at a rate of 12.5% per annum and has an effective interest rate of 13.8%. The Company’s Mortgage Loans accrue interest at a rate of 8.4% per annum and have an effective interest rate of 10.2%.
(iii)Price Risk
Price risk is the risk of variability in fair value due to movements in equity or market prices. The Company is subject to price risk related to deferred and contingent considerations that are valued based on the Company’s own stock price. An increase or decrease in stock price would result in an associated increase or decrease to deferred and contingent considerations with a corresponding change to Other expense, net.
(iv)Tax Risk

Tax risk is the risk of changes in the tax environment that would have a material adverse effect on the Company’s business, results of operations, and financial condition. Currently, state-licensed marijuana businesses are assessed a comparatively high effective federal tax rate due to Internal Revenue Code (“IRC”) Section 280E, which bars businesses from deducting all expenses except their cost of goods sold when calculating federal tax liability. Any increase in tax levies resulting from additional tax measures may have a further adverse effect on the operations of the Company, while any decrease in such tax levies will be beneficial to future operations. See Note 18 “Provision for Income Taxes and Deferred Income Taxes” for the Company’s disclosure of uncertain tax positions.
34



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Nine Months Ended September 30, 2025 and 2024

(v)Regulatory Risk
Regulatory risk pertains to the risk that the Company’s business objectives are contingent, in part, upon the compliance of regulatory requirements. Due to the nature of the industry, the Company recognizes that regulatory requirements are more stringent and punitive in nature. Any delays in obtaining, or failure to obtain regulatory approvals can significantly delay operational and product development and can 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 occurring in the cannabis industry on the city, state, and national levels. Although the regulatory outlook on the cannabis industry has been moving in a positive trend, any unforeseen regulatory changes could have a material adverse impact on the goals and operations of the Company’s business.
(vi) Economic Risk

The Company’s business, financial condition, and operating results may be negatively impacted by challenging global economic conditions. A global economic slowdown would cause disruptions and extreme volatility in global financial markets, increased rates of default and bankruptcy and declining consumer and business confidence, which can lead to decreased levels of consumer spending. These macroeconomic developments could negatively impact the Company’s business, which depends on the general economic environment and levels of consumer spending. As a result, the Company may not be able to maintain its existing customers or attract new customers, or the Company may be forced to reduce the price of its products. The Company is unable to predict the likelihood of the occurrence, duration, or severity of such disruptions in the credit and financial markets or adverse global economic conditions. Any general or market-specific economic downturns could have a material adverse effect on our business, financial condition, and operating results.

(vii) Inflation Risk
The Company anticipates inflationary pressures to continue throughout 2025. The Company maintains strategies to mitigate the impact of higher raw material, energy, and commodity costs, which include cost reduction, sourcing, and other actions, which may help to offset a portion of the adverse impact.
NOTE 15.     VARIABLE INTEREST ENTITIES
On February 25, 2025, the Company entered into a management service agreement (“MSA”) with KSKYAPP, LLC, holder of a Kentucky cultivation license, effectively obtaining control as the primary beneficiary of the VIE. Similarly, on March 3, 2025, the Company entered into a MSA with BSRKYAPP, LLC, holder of a Kentucky dispensing license, effectively obtaining control as the primary beneficiary of the VIE. On June 7, 2025, the Company entered into another MSA with RSKYAPP, LLC, effectively obtaining control as the primary beneficiary of the VIE holder of a Kentucky processing license. As of September 30, 2025, the Company has not recorded any significant costs or capitalized assets related to the agreement with RSKYAPP, LLC. Additionally, Cresco Labs Michigan, LLC was determined to be a VIE, as the Company possesses the power to direct activities through written agreements and is subject to the risks and rewards as a primary beneficiary.

The following table presents the summarized financial information about the Company’s consolidated VIEs before eliminations, which are included in the Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024.
35



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Nine Months Ended September 30, 2025 and 2024

September 30, 2025September 30, 2025September 30, 2025December 31, 2024
($ in thousands)BSRKYAPP, LLC
KSKYAPP, LLC
Cresco Labs Michigan, LLCCresco Labs Michigan, LLC
Current assets$4,872 $2,089 $9,462 $15,056 
Non-current assets7,206 18,549 76,691 82,910 
Current liabilities— (277)(1,789)(1,741)
Non-current liabilities(10,108)(18,750)(124,476)(132,230)
Non-controlling interests— — 1,627 981 
Deficit attributable to Cresco Labs Inc.(1,970)(1,611)38,485 35,024 
The following table presents the summarized financial information about the Company’s consolidated VIE before eliminations, which are included in the Unaudited Condensed Interim Consolidated Statements of Operations for the three and nine months ended September 30, 2025 and 2024:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2025202420252024
($ in thousands)Cresco Labs Michigan, LLC Cresco Labs Michigan, LLCCresco Labs Michigan, LLCCresco Labs Michigan, LLC
Revenue5,120 5,337 16,244 $16,948 
Net loss attributable to non-controlling interests(252)(233)(646)(746)
Net loss attributable to Cresco Labs Inc.(1,402)(1,353)(3,561)(4,388)
Net loss(1,654)(1,586)(4,207)(5,134)

NOTE 16.     SEGMENT INFORMATION
The Company operates in one (1) segment, the cultivation, manufacturing, distribution, and sale of cannabis. The Chief Executive Officer, President, and Chief Financial Officer of the Company have been identified as the Chief Operating Decision Makers (“CODMs”) and manage the Company’s operations as a whole. For the purpose of evaluating financial performance and allocating resources, the CODMs review certain financial information presented on a consolidated basis accompanied by information disaggregated by wholesale and retail customers and geographic region. For both the three and nine months ended September 30, 2025 and 2024, the Company generated 100% of its revenue in the U.S.
Significant Expenses

The CODMs review significant expenses, including cost of goods sold and selling, general, and administrative
expenses, which are included in the Unaudited Condensed Interim Consolidated Statements of Operations.

Measures of Profitability

The CODMs use multiple measures of profitability to evaluate performance and make decisions about allocating capital and other resources throughout the business, including gross profit, operating income, operating cash flow, and adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”). Since the Company operates as a single reporting segment, gross profit, operating income, and operating cash flow can be found in the consolidated financial statements. These measures are reviewed quarterly on a consolidated basis. Adjusted EBITDA, a non-GAAP financial measure, is defined as net loss (income) before depreciation and amortization; interest expense, net; income tax expense (benefit); other (income) expense, net; fair value mark-up for acquired inventory; adjustments for acquisition and other non-core costs; impairment loss; and share-based compensation. Non-core costs include non-operating costs, such as costs related to acquisitions and restructuring, unique legal expenses and other expenses that are mostly one-time in nature. The CODMs use Adjusted EBITDA to
36



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Nine Months Ended September 30, 2025 and 2024

provide additional perspectives and insights when analyzing the core operating performance of the business. The CODMs also consider budget to current forecast and budget to actual variances for Adjusted EBITDA on a quarterly basis for evaluating performance and allocating capital decisions. This provides useful information for investors, allowing them to gain a clearer understanding of the Company’s operating performance and make more informed investment decisions. Adjusted EBITDA is not a standardized financial measure under GAAP and might not be comparable to similar financial measures disclosed by other issuers.

The following table presents a reconciliation of Net loss to Adjusted EBITDA, which is not calculated or presented in accordance with GAAP, to the most directly comparable financial measures calculated and presented in accordance with GAAP:
Three Months Ended
September 30,
Nine Months Ended
September 30,
($ in thousands)2025202420252024
Net loss1
$(21,968)$(7,694)$(51,095)$(60,928)
Depreciation and amortization12,858 14,932 37,953 45,192 
Interest expense, net14,567 15,016 41,953 42,900 
Income tax expense11,867 19,016 42,820 47,257 
Other income, net 13,362 13,881 58,657 
Fair value mark-up for acquired inventory— 123 — 123 
Adjustments for acquisition and other non-core costs4,443 4,759 12,192 12,358 
Impairment loss2,365 2,320 11,630 2,320 
Share-based compensation2,311 2,791 7,580 10,459 
Adjusted EBITDA (non-GAAP)$39,805 $51,268 $116,914 $158,338 
1Net loss includes amounts attributable to non-controlling interests.

NOTE 17.     INTEREST EXPENSE, NET
Interest expense, net consisted of the following for the three and nine months ended September 30, 2025 and 2024:
Three Months Ended September 30,Nine Months Ended September 30,
($ in thousands)2025202420252024
Interest expense – notes and loans payable1
$(10,354)$(9,711)$(30,288)$(28,922)
Interest expense – financing activities1
(2,809)(2,875)(8,478)(8,680)
Accretion of debt discount and amortization of deferred financing fees1
(943)(1,261)(3,413)(3,654)
Interest expense – leases(731)(786)(2,215)(2,374)
Interest (expense) income – deferred and contingent considerations2
(428)(1,167)62 (1,520)
Interest income699 771 2,385 2,265 
Other interest (expense) income(1)13 (6)(15)
Interest expense, net$(14,567)$(15,016)$(41,953)$(42,900)
1See Note 10 “Long-term Notes and Loans Payable, Net” for additional information on Interest expense – notes and loans payable, Interest expense – financing activities, and Accretion of debt discount and amortization of deferred financing fees.
2See Note 14 “Financial Instruments and Financial Risk Management” for additional information related to deferred and contingent considerations.

NOTE 18.     PROVISION FOR INCOME TAXES AND DEFERRED INCOME TAXES
The U.S. federal government treats cannabis as subject to the limits of Internal Revenue Code (“IRC”) Section 280E for U.S. federal income tax purposes, which also applies to certain states. Under IRC Section 280E, the Company is
37



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Nine Months Ended September 30, 2025 and 2024

only allowed to deduct expenses directly related to cost of goods sold. This results in permanent differences between ordinary and necessary business expenses deemed non-allowable under IRC Section 280E. However, certain states including California, Illinois, Maryland, Massachusetts, Michigan, New York, and Pennsylvania do not conform to IRC Section 280E and, accordingly, the Company generally deducts all operating expenses on its income tax returns in these states.
During the third quarter of 2025 and 2024, the Company recorded the following significant tax and tax-related items due to uncertain tax positions that its operations are not subject to IRC Section 280E and therefore intends to deduct such expenses with a related uncertain tax liability offsetting such deductions.
During the three months ended September 30, 2025, the Company recorded $14.6 million in Uncertain tax position liability on the Unaudited Condensed Interim Consolidated Balance Sheets.
During the three months ended September 30, 2024, the Company recorded $14.9 million in Other Long-term liabilities on the Unaudited Condensed Interim Consolidated Balance Sheets.
The Company is treated as a United States corporation for U.S. federal income tax purposes under IRC Section 7874 and is subject to U.S. federal income tax on its worldwide income. However, for Canadian tax purposes the Company, regardless of any application of IRC Section 7874, is treated as a Canadian resident company, as defined in the Income Tax Act (Canada), for Canadian income tax purposes. As a result, the Company is subject to taxation both in Canada and the United States.
Provision for income taxes consists of the following for the three and nine months ended September 30, 2025 and 2024:
Three Months Ended September 30,Nine Months Ended September 30,
($ in thousands)2025202420252024
(Loss) income before income taxes$(10,101)$11,322 $(8,275)$(13,671)
Income tax expense11,867 19,016 42,820 47,257 
Effective tax rate(117.5)%168.0 %(517.5)%(345.7)%
NOTE 19.     SUBSEQUENT EVENTS
The Company has evaluated subsequent events through November 7, 2025, which is the date on which these financial statements were issued.
On October 31, 2025, the Company completed the sale of its Sonoma’s Finest cultivation facility, which was classified as held for sale as of September 30, 2025. The Company received $2.1 million in proceeds from the sale comprised of $0.4 million of cash on closing along with a $1.7 million seller note with an 8% interest rate payable over an 18-month period.
38


Exhibit 99.2


MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
This management discussion and analysis (“MD&A”) of the financial condition and results of operations of Cresco Labs Inc. (the “Company,” “Cresco Labs,” “we,” or our”) is dated November 7, 2025 and has been prepared for the three and nine months ended September 30, 2025 and 2024. It is supplemental to, and should be read in conjunction with, the Company’s audited Consolidated Financial Statements and accompanying notes as of and for the years ended December 31, 2024 and 2023, which were previously filed on SEDAR+ and EDGAR, and the Company's unaudited condensed interim consolidated financial statements and accompanying notes as of and for the three and nine months ended September 30, 2025 and 2024. The Company’s financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). Financial information presented in this MD&A is presented in United States (“U.S.”) dollars (“USD” or “$”) unless otherwise indicated.
The Company has provided certain supplemental non-GAAP financial measures in this MD&A. Where the Company has provided such non-GAAP financial measures, we have also provided a reconciliation to the most comparable GAAP financial measure. Please see the information under the heading Non-GAAP Financial Measures for additional information on the Companys use of non-GAAP financial measures.
This MD&A contains certain forward-looking statements and certain forward-looking information as defined under applicable U.S. securities laws and Canadian securities laws. Please refer to the discussion of forward-looking statements and information set out under the heading Cautionary Statement Regarding Forward-Looking Information, located at the beginning of the Companys Annual Information Form for the year ended December 31, 2024, filed on SEDAR+ and EDGAR. As a result of many factors, the Companys actual results may differ materially from those anticipated in these forward-looking statements and information. Please refer to the discussion of risks and uncertainties set out under the heading Risk Factors, located within the Companys Annual Information Form for the year ended December 31, 2024, filed on SEDAR+ and EDGAR.
OVERVIEW OF THE COMPANY
Incorporated on July 6, 1990, in the Province of British Columbia, Cresco Labs (“the Company”) is licensed to grow, manufacture, and sell cannabis and cannabis-based products in several U.S. states. The Company’s headquarters is located at 600 W. Fulton Street, Suite 800, Chicago, IL 60661, and its registered office is at 666 Burrard Street, Suite 2500, Vancouver, BC V6C 2X8. As of September 30, 2025, the Company had approximately 2,900 employees.
Cresco Labs primarily engages in the cultivation of medical-grade cannabis, the production of cannabis-derived medical-grade products, and their distribution to consumers in legalized cannabis markets in the United States, whether for medical or adult-use. The Company strives to provide consumers with high-quality and consistent cannabis-based products, focusing on regulatory adherence while developing condition-specific cannabis strains and non-invasive delivery methods. These non-invasive delivery methods, which are alternatives to smoke inhalation, aim to deliver controlled-dosage medicinal cannabis relief to qualified patients and consumers in legalized cannabis markets in the United States.
As of November 7, 2025, the Company operates a total of seventy-one (71) dispensaries and thirteen (13) cultivation and production facilities across eight (8) states, where cannabis use, medical or both medical and adult-use, has been approved by state and local regulatory bodies. Of the states in which we operate, California, Illinois, Massachusetts, Michigan, New York, and Ohio have adult-use cannabis programs.
1


As of November 7, 2025, the Company operates the following number of dispensaries, cultivation, and production facilities by state:
StateAdult-Use and Medical DispensariesAdult-Use DispensariesMedical DispensariesCultivation and Production Facilities
California— — — 
Florida— — 30 
Illinois— 
Massachusetts1
Michigan— — — 
New York— — 
Ohio— — 
Pennsylvania— — 18 
Total13 6 52 13 
1The cultivation facility in Leicester, MA is currently closed.

The Company operates its dispensaries under the brand, Sunnyside*®1. Our Sunnyside* dispensaries are home for a judgement-free cannabis shopping experience, where all are welcome to explore, discover, and purchase a wide array of high-quality products. The Company's portfolio of owned cannabis consumer-packaged goods includes Cresco®1, High Supply®2, Mindy’sTM, Good News®2, RemediTM, Wonder Wellness Co.®2, and FloraCal® Farms2. The Company distributes and markets these products both to third-party licensed retail cannabis stores across the U.S. and to the Company’s owned retail stores.
The Company operates its business through its directly and indirectly owned subsidiaries that hold licenses and have entered into managed service agreements in the states in which they operate. For additional information on wholly-owned or effectively controlled subsidiaries and affiliates of Cresco Labs, refer to Note 2 “Summary of Significant Accounting Policies” under the heading “Basis of Consolidation” of the Company’s Unaudited Condensed Interim Consolidated Financial Statements for the three and nine months ended September 30, 2025 and 2024.


FEDERAL REGULATORY ENVIRONMENT
In accordance with the Canadian Securities Administrators Staff Notice 51-352 – Issuers with U.S. Marijuana-Related Activities (“Staff Notice 51-352”), information regarding the current U.S. federal regulatory environment is disclosed in the Company’s 2024 Annual MD&A filed on SEDAR+ and EDGAR under the heading “Federal Regulatory Environment,” which section is incorporated by reference herein. The Company will evaluate, monitor and reassess the disclosures contained herein, and incorporated by reference herein, and any related risks, on an ongoing basis and the same will be supplemented, amended, and communicated to investors in public filings, including in the event of government policy changes or the introduction of new or amended guidance, laws, or regulations regarding marijuana regulation.
THE STATES IN WHICH WE OPERATE, THEIR LEGAL FRAMEWORK AND HOW IT AFFECTS OUR BUSINESS
The Company currently derives a substantial portion of its revenues from the cannabis industry in certain U.S. states, which industry is illegal under U.S. federal law. As of November 7, 2025, the Company believes its operations are in material compliance with all applicable local laws, regulations, and licensing requirements in the states in which we operate.
In accordance with Staff Notice 51-352, information regarding the states that the Company operates in, their legal frameworks and how it affects the Company's business, is disclosed in the Company’s 2024 Annual MD&A filed on

2
1The Sunnyside*® (inclusive of the stand-alone asterisk mark) and Cresco® brands maintain federal trademark registrations for websites pertaining to medical cannabis and cannabis educational services, as well as multiple state trademark registrations.
2 The High Supply®, Good News®, Wonder Wellness Co.®, and FloraCal® Farms brands maintain federal trademark registrations for apparel and multiple state trademark registrations.


SEDAR+ and EDGAR under the heading, “The States in Which We Operate, Their Legal Framework and How It Affects Our Business,” which section is incorporated by reference herein.
For more information about risks related to the U.S. marijuana operations, refer to the discussion of risks and uncertainties set out under the heading “Risk Factors,” located within the Company’s Annual Information Form for the year ended December 31, 2024, filed on SEDAR+ and EDGAR. Additional information relating to the Company, including the Company’s Annual Information Form for the year ended December 31, 2024, is available on SEDAR+ at www.sedarplus.ca.
RECENT DEVELOPMENTS
On October 31, 2025, the Company completed the sale of its Sonoma’s Finest cultivation facility, which was classified as held for sale as of September 30, 2025. The Company received $2.1 million in proceeds from the sale comprised of $0.4 million of cash on closing along with a $1.7 million seller note with an 8% interest rate payable over an 18-month period.

On August 20, 2025, the Company commenced an offer for a one-time stock award exchange program (the “Award Exchange Program”) to certain employee option holders (“Eligible Participants”) who held certain underwater stock options and remained employed by the Company through the completion of the Award Exchange Program. Eligible Participants with an outstanding stock option that had an exercise price equal to or greater than $2.25 or 6.62 times the closing price on the expiration date of the Award Exchange Program of September 17, 2025 or with an outstanding stock option expiring before September 30, 2030, had the option to exchange their existing options for new RSUs (“New RSUs”) with a three-year vesting period. Eligible Participants had until September 17, 2025 to elect to exchange their existing stock options. Pursuant to the Award Exchange Program, 15 eligible participants elected to exchange 8.9 million stock options for 8.9 million New RSUs. The Award Exchange Program was subject to a shareholder vote at the Company’s Annual General and Special Meeting of shareholders held on September 16, 2025. The Award Exchange Program was approved as of the meeting. On September 17, 2025, the Company granted 8.9 million New RSUs pursuant to the terms of the Option Exchange Program and the Plan. Incremental expense of $5.6 million will be recognized over the three-year vesting period of the New RSUs.

On August 13, 2025, the Company closed a refinancing of the Company’s senior secured credit facility (“Senior Secured Term Loan”). The new $325 million senior secured term loan bears an interest rate of 12.5% per annum and matures on August 13, 2030. It replaces the Company’s prior $360 million facility, reducing total debt, extending the maturity to 2030, and providing enhanced flexibility to prepay up to $125 million at a reduced premium. Proceeds from the new facility, together with cash on hand, were used to repay in full the existing term loan. The facility contains no equity or convertible features and includes customary financial and operational covenants.

On June 13, 2025, the Company’s board of directors approved plans for the sale of its Cub City and Sonoma’s Finest cultivation facilities.

On March 10, 2025, the Company announced its management services agreement (“MSAs”) with a tier 3 cultivation license in Kentucky. The agreement entitles the Company to manage and operate a cultivation facility with up to 25,000 square feet of canopy, establishing the Company as one of only two operators of Kentucky’s coveted Tier 3 cultivation licenses. As of June 30, 2025, the Company has entered into three (3) MSAs with KSKYAPP, LLC, holder of a Kentucky cultivation license, BSRKYAPP, LLC, holder of a Kentucky dispensing license, and RSKYAPP, LLC, holder of a Kentucky processing license.

COMPONENTS OF OUR RESULTS OF OPERATIONS
Revenue
For the three months ended September 30, 2025 and 2024, approximately 64.2% and 65.5%, respectively, of our revenue was derived from Company-owned retail dispensary locations. Retail revenue includes medical and adult-
3


use cannabis sales. Revenue from the wholesale of cannabis products represents the remaining 35.8% and 34.5%, respectively, for the same periods. For the nine months ended September 30, 2025 and 2024, approximately 66.2% and 64.6%, respectively, of our revenue was derived from Company-owned retail dispensary locations. Retail revenue includes medical and adult-use cannabis sales. Revenue from the wholesale of cannabis products represents the remaining 33.8% and 35.4%, respectively, for the same periods.

Gross profit
Gross profit is calculated as revenue less cost of goods sold (“COGS”). COGS includes the direct and indirect costs attributable to the cultivation and production of the products sold and is comprised of the following:

Direct and indirect labor costs: Include all salaries, benefits, and taxes for all employees at the cultivation and manufacturing facilities.
Direct supplies: Include direct material costs for maintenance of the plant, supplies and nutrients, production expenses including inventory purchases, packaging costs, and equipment used to process marijuana.
Facility expenses: The facility expenses for the cultivation operations are the cost for the facility, utilities, property taxes, maintenance, and costs associated with monitoring the security systems.
Other operating expenses: Include all costs associated with the facility itself, including insurance, community benefit fees, professional services related to licenses and compliance, uniforms, employee training programs, tracking and inventory management systems, product testing, business development, information technology, license renewal fees, and certain excise taxes.
In addition to market fluctuations, cannabis costs are affected by various state regulations that limit the sourcing and procurement of cannabis products. The changes in regulatory environments may create fluctuations in gross profit over comparative periods. Additionally, gross profit may include the cost of inventory required to be marked to fair value as part of purchase accounting in a business combination.
Selling, general, and administrative expenses (“SG&A”)
SG&A consist of employee salary and benefit costs, depreciation and amortization, professional and legal fees, advertising and marketing, office and retail operation costs, share-based compensation, certain excise taxes, technology, insurance, security, travel and entertainment, and rent expense. SG&A is a component of Total operating expenses as discussed in the “Selected Financial Information” section below.
For the three and nine months ended September 30, 2025 and 2024, SG&A was comprised of the following:
Three Months Ended September 30,Nine Months Ended September 30,
($ in thousands)2025202420252024
Salaries and benefits$31,282 $31,534 $98,465 $95,872 
Depreciation and amortization5,636 5,702 15,212 16,313 
Professional and legal fees3,163 4,835 11,094 13,947 
Occupancy and facility expenses6,958 7,131 20,862 21,806 
Selling and marketing expense2,861 3,157 7,996 7,465 
Share-based compensation1,891 2,202 5,998 8,670 
Office and general expense2,178 2,291 7,340 7,493 
Other expense5,198 7,923 15,091 18,656 
Total SG&A$59,167 $64,775 $182,058 $190,222 
4


Other expense, net
Other expense, net consists mainly of recurring gains (losses) on investments, foreign currency, loss on provision for loan receivables, gain (loss) on disposition of assets, as well as ad hoc expenses, such as gain (loss) on lease termination, and loss on debt extinguishment. These gains (losses) do not generally correlate to revenue. Other expense, net is added to Interest expense, net, to sum to Total other expense, net discussed in the “Selected Financial Information” section below.

For the three and nine months ended September 30, 2025 and 2024, Other expense, net consisted of the following:
Three Months Ended September 30,Nine Months Ended September 30,
($ in thousands)2025202420252024
Tax receivable agreement expense$— $$194 $(60,667)
Loss on debt extinguishment(16,363)— (16,363)— 
Loss on disposal of assets(1,422)(182)(2,227)(658)
Gain (loss) on provision - loan receivable27 (127)(88)(262)
Gain (loss) on foreign currency227 (189)(415)230 
Loss on investments held at fair value(12)(13)(55)(78)
Other income, net4,181 503 5,073 2,778 
Other expense, net$(13,362)$(5)$(13,881)$(58,657)

Interest expense, net
Interest expense, net consists mainly of interest on notes and loans payable, financing activities, leases, accretion of debt discount and amortization of deferred financing fees, and interest income. Interest expense, net is included in Total other expense, net discussed in the “Selected Financial Information” section below.

For the three and nine months ended September 30, 2025 and 2024, Interest expense, net consisted of the following:

Three Months Ended September 30,Nine Months Ended September 30,
($ in thousands)2025202420252024
Interest expense – notes and loans payable$(10,354)$(9,711)$(30,288)$(28,922)
Interest expense – financing activities(2,809)(2,875)(8,478)(8,680)
Accretion of debt discount and amortization of deferred financing fees(943)(1,261)(3,413)(3,654)
Interest expense – leases(731)(786)(2,215)(2,374)
Interest (expense) income - deferred and contingent consideration(428)(1,167)62 (1,520)
Interest income699 771 2,385 2,265 
Other interest (expense) income
(1)13 (6)(15)
Interest expense, net$(14,567)$(15,016)$(41,953)$(42,900)
Income Taxes
The Company is classified for U.S. federal income tax purposes as a U.S. corporation under Section 7874 of the Internal Revenue Code (“IRC”). The Company is subject to income taxes in the jurisdictions in which it operates and, consequently, income tax expense is a function of the allocation of taxable income by jurisdiction and the various activities that impact the timing of taxable events. As the Company operates in the cannabis industry, the Company is subject to the limits of IRC Section 280E for U.S. federal income tax purposes as well as state income
5


tax purposes. Under IRC Section 280E, the Company is only allowed to deduct expenses directly related to the cost of goods sold. This results in permanent differences between ordinary and necessary business expenses deemed non-allowable under IRC Section 280E.

However, beginning in 2024, the Company is taking an uncertain tax position that its operations are not subject to IRC Section 280E and therefore intends to deduct such expenses with a related uncertain tax liability offsetting such deductions.

Additionally, certain states including Arizona, California, Illinois, Maryland, Massachusetts, Michigan, Pennsylvania, and New York do not conform to IRC Section 280E and, accordingly, the Company generally deducts all operating expenses on its income tax returns in these states.

SELECTED FINANCIAL INFORMATION
The Company reports results of operations of its affiliates from the date that control commences, either through the purchase of the business, through a management agreement, or through other arrangements that grant such control. The following selected financial information includes only the results of operations after the Company established control of its affiliates. Accordingly, the information included below may not be representative of the results of operations if such affiliates had included their results of operations for the entire reporting period. For discussion of our fiscal 2024 results of operations and comparison with fiscal 2023 results of operations, please refer to “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” filed on SEDAR+ and EDGAR on March 14, 2025.

Summary of Unaudited Quarterly Results

($ in thousands)202520242023
Q3Q2Q1Q4Q3Q2Q1Q4
Revenues, net$164,913 $163,624 $165,757 $175,909 $179,783 $184,356 $184,295 $188,237 
Income from operations17,828 16,141 13,589 19,406 26,343 32,380 29,163 27,099 
Net (loss) income attributable to Cresco Labs Inc.(17,054)(16,334)(14,432)(4,372)(10,541)(54,332)(5,193)2,635 
Basic and Diluted EPS$(0.05)$(0.05)$(0.04)$(0.01)$(0.03)$(0.16)$(0.02)$0.01 

Results of Operations

Three Months Ended September 30, 2025 Compared to the Three Months Ended September 30, 2024

The following tables set forth selected consolidated financial information for the periods indicated that are derived from our Unaudited Condensed Interim Consolidated Financial Statements and the respective accompanying notes prepared in accordance with GAAP.

6


The selected unaudited consolidated financial information set out below may not be indicative of the Company’s future performance:

Three Months Ended September 30,
($ in thousands)20252024$ Change% Change
Revenues, net$164,913 $179,783 $(14,870)(8.3)%
Cost of goods sold85,553 86,345 (792)(0.9)%
Gross profit79,360 93,438 (14,078)(15.1)%
Selling, general, and administrative59,167 64,775 (5,608)(8.7)%
Impairment loss2,365 2,320 45 1.9 %
Total operating expenses61,532 67,095 (5,563)(8.3)%
Total other expense, net(27,929)(15,021)(12,908)85.9 %
Income tax expense(11,867)(19,016)7,149 (37.6)%
Net loss1
$(21,968)$(7,694)$(14,274)185.5 %
1Net loss includes amounts attributable to non-controlling interests.

Revenues, net
Revenue for the three months ended September 30, 2025, decreased $14.9 million, or 8.3%, compared to the three months ended September 30, 2024. The decrease in revenue was primarily driven by price compression and increased competition in the Illinois, Florida, and Pennsylvania markets compared to the prior year period. The decrease was partially offset by retail growth in Ohio due to legalizing adult-use of cannabis compared to the prior year period.

COGS and Gross profit
COGS for the three months ended September 30, 2025, decreased $0.8 million, or 0.9%, compared to the three months ended September 30, 2024. The decrease was primarily attributable to decreased sales in Illinois offset by retail growth in Ohio legalizing audit-use of cannabis.

Gross profit decreased by $14.1 million, or 15.1%, for the three months ended September 30, 2025, compared to the three months ended September 30, 2024. The decrease in gross profit was primarily driven by lower sales in Illinois, Pennsylvania, and Florida offset by increased sales in Ohio. As a percentage of revenue, gross profit was 48.1% and 52.0% for the three months ended September 30, 2025 and September 30, 2024, respectively. The decrease in gross profit as a percentage of revenue was driven by lower sales from higher margin states from increased competition, and price compression.

Total operating expenses
Total operating expenses for the three months ended September 30, 2025, decreased $5.6 million, or 8.3% compared to the three months ended September 30, 2024. The decrease was primarily attributable to a reduction in SG&A which was driven by to a reduction in professional and legal fees and other expenses.

Total other expense, net
Total other expense, net for the three months ended September 30, 2025, increased $12.9 million, or 85.9%, compared to the three months ended September 30, 2024. The increase was primarily attributable to a $16.4 million loss on debt extinguishment recognized during the third quarter of 2025 as a result of the company retiring its Senior Loan, partially offset by a gain recognized on a fair value adjustment of an intangible asset.

Provision for income taxes

Income tax expense for the three months ended September 30, 2025, decreased $7.1 million, compared to the three months ended September 30, 2024. The decrease was primarily due to lesser gross profit and state tax benefits.
7



Net loss
Net loss for the three months ended September 30, 2025, increased $14.3 million compared to the three months ended September 30, 2024. The change is primarily driven by the increase in other expense, net discussed above.

Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024

The following tables set forth selected consolidated financial information for the periods indicated that are derived from our Unaudited Condensed Interim Consolidated Financial Statements and the respective accompanying notes prepared in accordance with GAAP.

The selected consolidated financial information set out below may not be indicative of the Company’s future performance:
Nine Months Ended September 30,
($ in thousands)20252024$ Change% Change
Revenues, net$494,294 $548,434 $(54,140)(9.9)%
Costs of goods sold253,047 268,006 (14,959)(5.6)%
Gross profit241,247 280,428 (39,181)(14.0)%
Selling, general, and administrative182,058 190,222 (8,164)(4.3)%
Impairment loss11,630 2,320 9,310 401.3 %
Total operating expenses193,688 192,542 1,146 0.6 %
Total other expense, net(55,834)(101,557)45,723 (45.0)%
Income tax expense(42,820)(47,257)4,437 (9.4)%
Net loss1
$(51,095)$(60,928)$9,833 (16.1)%
1Net loss includes amounts attributable to non-controlling interests.
Revenues, net
Revenue for the nine months ended September 30, 2025, decreased $54.1 million, or 9.9%, compared to the nine months ended September 30, 2024. The decrease in revenue was primarily driven by increased competition, price compression, and price discounting in the Illinois, Pennsylvania, and Florida markets. This decrease was partially offset by retail growth in Ohio due to legalizing adult-use of cannabis.

COGS and Gross profit
COGS for the nine months ended September 30, 2025, decreased $15.0 million, or 5.6%, compared to the nine months ended September 30, 2024. The decrease was primarily attributable to lower sales in Illinois offset by retail growth in Ohio legalizing audit-use of cannabis.

Gross profit decreased by $39.2 million, or 14.0%, for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024. The decrease in gross profit was primarily driven by lower sales in Illinois, Pennsylvania, and Florida offset by offset by increased sales in Ohio. As a percentage of revenue, gross profit was 48.8% and 51.1% for the nine months ended September 30, 2025 and September 30, 2024, respectively. The decrease in gross profit as a percentage of revenue was driven by lower sales from higher margin states from increased competition, and price compression.

Total operating expenses
Total operating expenses for the nine months ended September 30, 2025, increased $1.1 million, or 0.6%, compared to the nine months ended September 30, 2024. The increase was primarily attributable to $11.6 million of impairment charges recorded during the nine months ended September 30, 2025 related to the Company’s plans to sell its Cub City and Sonoma’s Finest cultivation facilities in California. The increase was partially offset by a reduction in SG&A of $8.2 million, due to a decrease in share based compensation and professional and legal fees.

8


Total other expense, net
Total other expense, net for the nine months ended September 30, 2025, decreased $45.7 million, or 45.0%, compared to the nine months ended September 30, 2024. The decrease was primarily attributable to an elevated tax receivable agreement expense in 2024 related to the Company’s IRC Section 280E position, offset by a $16.4 million loss on debt extinguishment recognized during the third quarter of 2025 as a result of the Company retiring its Senior Loan.

Provision for income taxes
Income tax expense for the nine months ended September 30, 2025, decreased $4.4 million, or 9.4%, compared to the nine months ended September 30, 2024. The decrease was primarily due to lesser gross profit and state tax benefits.

Net loss
Net loss for the nine months ended September 30, 2025, decreased $9.8 million compared to the nine months ended September 30, 2024. The decrease in net loss was primarily driven by the decrease in other expense, net discussed above. Partially offset by the reduction in gross profit discussed above.


NON-GAAP FINANCIAL MEASURES
Earnings before interest, taxes, depreciation, and amortization (“EBITDA”) and Adjusted EBITDA (defined below) are non-GAAP financial measures and do not have standardized definitions under GAAP and may not be comparable to similar measures presented by other issuers. The Company has provided the non-GAAP financial measures, which are not calculated or presented in accordance with GAAP, as supplemental information and in addition to the financial measures that are calculated and presented in accordance with GAAP. These supplemental non-GAAP financial measures are presented because management has evaluated the financial results both including and excluding the adjusted items and believe that the supplemental non-GAAP financial measures presented provide additional perspectives and insights when analyzing the core operating performance of the business. This provides useful information for investors, allowing them to gain a clearer understanding of the Company’s operating performance and make more informed investment decisions. These supplemental non-GAAP financial measures should not be considered superior to, as a substitute for, or as an alternative to and should only be considered in conjunction with, the GAAP financial measures presented herein. Accordingly, the Company has included below reconciliations of the supplemental non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP.

9


Three Months Ended September 30,Nine Months Ended September 30,
($ in thousands)20252024$ Change
% Change2
20252024$ Change% Change
Net loss1
$(21,968)$(7,694)$(14,274)185.5 %$(51,095)$(60,928)$9,833 (16.1)%
Depreciation and amortization12,858 14,932 (2,074)(13.9)%37,953 45,192 (7,239)(16.0)%
Interest expense, net14,567 15,016 (449)(3.0)%41,953 42,900 (947)(2.2)%
Income tax expense11,867 19,016 (7,149)(37.6)%42,820 47,257 (4,437)(9.4)%
EBITDA (non-GAAP) $17,324 $41,270 $(23,946)(58.0)%$71,631 $74,421 $(2,790)(3.7)%
Other expense, net
13,362 13,357 nm13,881 58,657 (44,776)(76.3)%
Fair value mark-up for acquired inventory— 123 (123)100.0 %— 123 (123)100.0 %
Adjustments for acquisition and other non-core costs4,443 4,759 (316)(6.6)%12,192 12,358 (166)(1.3)%
Impairment loss2,365 2,320 45 1.9 %11,630 2,320 9,310 401.3 %
Share-based compensation2,311 2,791 (480)(17.2)%7,580 10,459 (2,879)(27.5)%
Adjusted EBITDA (non-GAAP)$39,805 $51,268 $(11,463)(22.4)%$116,914 $158,338 $(41,424)(26.2)%
1Net loss includes amounts attributable to non-controlling interests.
2Percentage changes shown as “nm” (not meaningful) are values greater than 399%.


Adjusted EBITDA, a non-GAAP financial measure, is defined as Net loss, excluding depreciation and amortization; interest expense, net; income taxes; Other expense, net; adjustments for acquisition and other non-core costs; and shares-based compensation. Non-core costs include non-operating costs, such as costs related to acquisitions and restructuring, unique legal expenses, and other expenses that are mostly one-time in nature. Adjusted EBITDA was $39.8 million for the three months ended September 30, 2025, compared to $51.3 million for the three months ended September 30, 2024. The decrease in adjusted EBITDA of $11.5 million is primarily due to a decrease in gross profit. Adjusted EBITDA was $116.9 million for the nine months ended September 30, 2025, compared to $158.3 million for the nine months ended September 30, 2024. The decrease in adjusted EBITDA of $41.4 million is primarily driven by a decrease in gross profit.

LIQUIDITY AND CAPITAL RESOURCES
Overview

Our primary sources of liquidity are cash and cash equivalents from the operations of our business, debt, and equity offerings. Our principal uses of cash include working capital related items, capital expenditures, debt, and tax related payments. Additionally, we may use cash for acquisitions and other investing or financing activities.

10


As of September 30, 2025, the Company held $45.4 million in Cash and cash equivalents and $36.5 million in Restricted cash, included in both Restricted cash and Other non-current assets on the Unaudited Condensed Interim Consolidated Balance Sheets, compared to $137.6 million in Cash and Cash equivalents, and $6.7 million in Restricted cash at December 31, 2024.

The Company is generally able to access private and/or public financing through, but not limited to, institutional lenders, such as the agreement for the Senior Secured Term Loan of $325.0 million, which closed on August 13, 2025, that bears an interest rate of 12.5% and matures on August 13, 2030. This refinancing, along with existing cash on hand, was used to repay the Company’s prior facility of $360.0 million, reducing total debt. JDRC Ellenville, LLC (Ellenville), an indirect subsidiary of the Company, entered into a $25.3 million loan on September 26, 2023, secured by real estate and improvements thereto. In addition, the Company has received and has access to private loans through individual investors and private and public equity raises. As of September 30, 2025, the Company was in compliance with all covenants.

The Company expects cash on hand and cash flows from operations, along with the private and/or public financing options discussed above, will be adequate to meet capital requirements and operational needs for the next twelve months. We cannot guarantee this will be the case, or that our assumptions regarding revenues and expenses underlying this belief will be accurate. If, in the future, we require more liquidity than contemplated, we may need to raise additional funds through debt and/or equity offerings. Adequate funds may not be available when needed or may not be available on terms favorable to us. If additional funds are raised by issuing equity securities, dilution to existing shareholders may result. If we raise additional funds by obtaining loans from third parties, the terms of those financing arrangements may include negative covenants or other restrictions on our business that could impair our operational flexibility and would also require us to fund additional interest expense. If funding is insufficient at any time in the future, we may be unable to develop or enhance our products or services, take advantage of business opportunities, or respond to competitive pressures, any of which could have a material adverse effect on our business, financial condition, and results of operations.

Cash Flows

Operating Activities
Net cash provided by operating activities was $45.5 million for the nine months ended September 30, 2025, a decrease of $57.5 million compared to $103.0 million of net cash provided by operating activities during the nine months ended September 30, 2024. The $57.5 million decrease was primarily attributable to a reduction in our income taxes payable related to our updated position on 280E, an increase in interest payments due to an accelerated payment on interest in the third quarter of 2025, as well as improvements in working capital management, including a net benefit from improved collections of accounts receivables, partially offset by inventory buildup in certain states.

Investing Activities
Net cash used in investing activities was $27.5 million for the nine months ended September 30, 2025, an increase of $5.2 million compared to $22.2 million during the nine months ended September 30, 2024. The increase in net cash used in investing activities was primarily driven by an increase in capital expenditures, partially offset by a decrease in operating license intangibles expenditures, acquisition related considerations, and receipts from loans receivables.

Financing Activities
Net cash used in financing activities was $80.3 million for the nine months ended September 30, 2025, an increase of $50.9 million compared to $29.4 million for the nine months ended September 30, 2024. The increase was primarily driven by the refinancing of our Senior Loan, offset by the proceeds from our Senior Secured Term Loan as well as a decrease in distributions to non-controlling interest redeemable unit holders and other members due to our updated tax position on 280E.

11


OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance sheet arrangements that have, or are reasonably likely to have a current or future effect on financial performance or financial condition, including without limitation, such considerations as liquidity and capital resources.

CONTRACTUAL OBLIGATIONS
The Company has the following contractual obligations as of September 30, 2025:

($ in thousands)< 1 Year1 to 3 Years3 to 5 Years> 5 YearsTotal
Accounts payable & Accrued liabilities$60,949 $— $— $— $60,949 
Deferred and contingent consideration, short-term3,901 — — — 3,901 
Operating leases liabilities30,478 60,128 71,543 103,306 265,455 
Finance lease liabilities5,121 10,372 9,593 10,026 35,112 
Deferred and contingent consideration, long-term— 5,772 — — 5,772 
Short-term borrowings and Long-term notes and loans payable20,822 29,345 364,457 85,685 500,309 
Tax receivable agreement liability6,508 10,748 11,301 50,592 79,149 
Other long-term liabilities— 1,000 — — 1,000 
Total obligations as of September 30, 2025
$127,779 $117,365 $456,894 $249,609 $951,647 

RELATED PARTY TRANSACTIONS
See Note 12 “Related Party Transactions” in the Unaudited Condensed Interim Consolidated Financial Statements for the Company’s disclosures on related party transactions.

FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT
The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board of Directors and Company management mitigate these risks by assessing, monitoring, and approving the Company’s risk management processes. See Note 14 “Financial Instruments and Financial Risk Management” in the Unaudited Condensed Interim Consolidated Financial Statements for the Company’s disclosures on financial instruments and financial risk management.

SUMMARY OF OUTSTANDING SHARE AND SHARE-BASED DATA
Cresco Labs has the following securities issued and outstanding, as of September 30, 2025:
Securities
Number of Shares
(in thousands)
Super Voting Shares500 
Subordinate Voting Shares1
340,487 
Proportionate Voting Shares2
16,634 
Special Subordinate Voting Shares3
Redeemable Units4
87,299 
1Subordinate Voting Shares includes shares pending issuance or cancellation
2Proportionate Voting Shares presented on an “as-converted” basis to Subordinate Voting Shares (1-to-200)
3Special Subordinate Voting Shares presented on an “as-converted” basis to Subordinate Voting Shares (1-to-0.00001)
4 Redeemable units of Cresco Labs, LLC, each of which is exchangeable for one (1) Subordinate Voting Shares
12
Cresco LabsExhibit 99.3
Page 1 of 9
Cresco Labs Delivers Strong Q3, Maintains Market Leadership, and Unlocks New Growth Opportunities
CHICAGO – November 5, 2025 – Cresco Labs Inc. (CSE: CL) (OTCQX: CRLBF) (FSE: 6CQ) (“Cresco Labs” or the “Company”), the industry leader in branded cannabis products with a portfolio of America’s most popular brands and the operator of Sunnyside dispensaries, today released its financial and operating results for the third quarter ended September 30, 2025. All financial information presented in this release is reported in accordance with U.S. GAAP and in U.S. dollars, unless otherwise indicated, and is available on the Company’s investor website, here.
Third Quarter 2025 Highlights
Third quarter revenue of $165 million. Third quarter operating cash flow of $6 million.
Gross profit of $79 million. Adjusted gross profit1 of $80 million; and an Adjusted gross margin1 of 48.8%.
SG&A of $52 million or 31.3% of revenue.
Net loss of $22 million, includes a $16 million loss for debt extinguishment related to the refinancing of the Company’s senior secured term loan, and non-cash impairment charges of $2 million related to California assets being considered held for sale.
Third quarter Adjusted EBITDA1 of $40 million and Adjusted EBITDA margin1 of 24.1%.
Retained the No. 1 share position in multiple billion dollar markets.2
Management Commentary
"In Q3, we refinanced our debt and strengthened our balance sheet while delivering solid results and maintaining leadership across key markets through disciplined execution. Our proven retail and wholesale capabilities continue to drive profitability, while new dispensaries in Ohio, expansion into Kentucky, and our upcoming product launch in Germany are unlocking compelling avenues for growth. Together, these initiatives position Cresco Labs to outperform the market and create lasting shareholder value.”

“The cannabis industry is entering a new phase of growth and consolidation, and Cresco Labs is prepared to lead. Operators with scale, efficiency, and discipline will define the next chapter. By leveraging our core assets and operational excellence, we’re building an emerging growth platform designed to create long-term value, both within and beyond regulated U.S. cannabis.”

Balance Sheet, Liquidity, and Other Financial Information
On August 13, 2025, the Company closed a refinancing of its senior secured term credit facility to reduce total debt and extend the debt maturity to 2030. The new $325 million senior secured term loan bears an interest rate of 12.5%, per annum and matures on August 13, 2030. Proceeds from the new facility, together with cash on hand, were used to repay the Company’s prior $360 million facility.
As of September 30, 2025, current assets were $243 million, including cash, cash equivalents, and restricted cash of $79 million. An additional $3 million of restricted cash was classified as a non-current asset. The Company had senior secured term loan debt, net of discount and issuance costs, of $309 million and a mortgage loan, net of discount and issuance costs, of $18 million.
Total shares on a fully converted basis to Subordinate Voting Shares were 490,889,023 as of September 30, 2025.
1 See “Non-GAAP Financial Measures” at the end of this press release for more information regarding the Company’s use of non-GAAP financial measures.
2 According to Hoodie Analytics.

Cresco Labs
Page 2 of 9


Conference Call and Webcast
The Company will host a conference call and webcast to discuss its financial results on Wednesday, November 5, 2025, at 8:30am Eastern Time (7:30am Central Time). The conference call may be accessed via webcast or by dialing 1-833-470-1428 (US Toll Free) or 1-646-844-6383 (US Local), and providing access code 307245. Archived access to the webcast will be available for one year on Cresco Labs’ investor website, here.
Consolidated Financial Statements
The financial information reported in this press release is based on unaudited management prepared financial statements for the quarter ended September 30, 2025. These financial statements have been prepared in accordance with U.S. GAAP. The Company expects to file its unaudited condensed interim consolidated financial statements for the quarter ended September 30, 2025, on SEDAR+ and EDGAR on or about November 7, 2025. Accordingly, such financial information may be subject to change. All financial information contained in this press release is qualified in its entirety with reference to such financial statements. While the Company does not expect there to be any material changes between the information contained in this press release and the consolidated financial statements it files on SEDAR+ and EDGAR, to the extent that the financial information contained in this press release is inconsistent with the information contained in the Company’s financial statements, the financial information contained in this press release shall be deemed to be modified or superseded by the Company’s filed financial statements. The making of a modifying or superseding statement shall not be deemed an admission, for any purposes, that the modified or superseded statement, when made, constituted a misrepresentation for purposes of applicable securities laws. Further, the reader should refer to the additional disclosures in the Company’s audited financial statements for the year ended December 31, 2024, filed on SEDAR+ and EDGAR.
Cresco Labs references certain non-GAAP financial measures throughout this press release, which may not be comparable to similar measures presented by other issuers. Please see the “Non-GAAP Financial Measures” section below for more detailed information.
Non-GAAP Financial Measures
This release reports its financial results in accordance with U.S. GAAP and includes certain non-GAAP financial measures that do not have standardized definitions under U.S. GAAP. The non-GAAP measures include: Earnings before interest, taxes, depreciation, and amortization (“EBITDA”); Adjusted EBITDA; Adjusted EBITDA margin; Adjusted gross profit; Adjusted gross profit margin; Adjusted selling, general, and administrative expenses (“Adjusted SG&A”), Adjusted SG&A margin; and Free Cash Flow are non-GAAP financial measures and do not have standardized definitions under U.S. GAAP. The Company defines these non-GAAP financial measures as follows: EBITDA as net loss (income) before interest, taxes, depreciation, and amortization; Adjusted EBITDA as EBITDA less other (expense) income, net, fair value mark-up for acquired inventory, adjustments for acquisition and non-core costs, impairment and share-based compensation; Adjusted EBITDA Margin as Adjusted EBITDA divided by revenues, net; Adjusted gross profit as gross profit less fair value mark-up for acquired inventory and adjustments for acquisition and non-core costs; Adjusted gross profit margin as Adjusted gross profit divided by revenues, net; Adjusted SG&A as SG&A less adjustments for acquisition and non-core costs; Adjusted SG&A margin as Adjusted SG&A divided by revenues, net; and Free Cash Flow as Net cash provided by operating activities less purchases of property and equipment and proceeds from tenant improvement allowances. The Company has provided the non-GAAP financial measures, which are not calculated or presented in accordance with U.S. GAAP, as supplemental information and in addition to the financial measures that are calculated and presented in accordance with U.S. GAAP and may not be comparable


Cresco Labs
Page 3 of 9


to similar measures presented by other issuers. These supplemental non-GAAP financial measures are presented because management has evaluated the financial results both including and excluding the adjusted items and believe that the supplemental non-GAAP financial measures presented provide additional perspective and insights when analyzing the core operating performance of the business. These supplemental non-GAAP financial measures should not be considered superior to, as a substitute for or as an alternative to, and should only be considered in conjunction with, the U.S. GAAP financial measures presented herein. Accordingly, the Company has included below reconciliations of the supplemental non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with U.S. GAAP.
About Cresco Labs Inc.
Cresco Labs’ mission is to normalize and professionalize the cannabis industry through a CPG approach to building national brands and a customer-focused retail experience, while acting as a steward for the industry on legislative and regulatory-focused initiatives. As a leader in cultivation, production, and branded product distribution, the Company is leveraging its scale and agility to grow its portfolio of brands that include Cresco, High Supply, FloraCal, Good News, Wonder Wellness Co., Mindy’s, and Remedi, on a national level. The Company also operates highly productive dispensaries nationally under the Sunnyside brand that focus on building patient and consumer trust and delivering ongoing education and convenience in a wonderfully traditional retail experience. Through year-round policy, community outreach and SEED initiative efforts, Cresco Labs embraces the responsibility to support communities through authentic engagement, economic opportunity, investment, workforce development, and legislative initiatives designed to create the most responsible, respectable and robust cannabis industry possible. Learn more about Cresco Labs’ journey by visiting www.crescolabs.com or following the Company on Facebook, X or LinkedIn.
Forward-Looking Statements
This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation and may also contain statements that may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995 (collectively, “forward-looking statements”). Such forward-looking statements are not representative of historical facts or information or current condition but instead represent only the Company’s beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Company’s control. Generally, such forward-looking statements can be identified by the use of forward-looking terminology such as, ‘may,’ ‘will,’ ‘should,’ ‘could,’ ‘would,’ ‘expects,’ ‘plans,’ ‘anticipates,’ ‘believes,’ ‘estimates,’ ‘projects,’ ‘predicts,’ ‘potential,’ or ‘continue,’ or the negative of those forms or other comparable terms. The Company’s forward-looking statements involve known and unknown risks, uncertainties, and other factors which may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including but not limited to those risks discussed under “Risk Factors” in the Company’s Annual Information Form for the year ended December 31, 2024, filed on SEDAR+ and EDGAR, other documents filed by the Company with Canadian securities regulatory authorities; and other factors, many of which are beyond the control of the Company. Readers are cautioned that the foregoing list of factors is not exhaustive. Because of these uncertainties, you should not place undue reliance on the Company’s forward-looking statements. No assurances are given as to the future trading price or trading volumes of Cresco Labs’ shares, nor as to the Company’s financial performance in future financial periods. The Company does not intend to update any of these factors or to publicly announce the result of any revisions to any of the Company’s forward-looking statements contained herein, whether as a result of


Cresco Labs
Page 4 of 9


new information, any future event, or otherwise. Except as otherwise indicated, this press release speaks as of the date hereof. The distribution of this press release does not imply that there has been no change in the affairs of the Company after the date hereof or create any duty or commitment to update or supplement any information provided in this press release or otherwise.


Cresco Labs
Page 5 of 9



Cresco Labs Inc.
Financial Information and Non-GAAP Reconciliations
(All amounts expressed in thousands of U.S. Dollars)
Unaudited Consolidated Statements of Operations
For the Three Months Ended September 30, 2025, June 30, 2025, and September 30, 2024
 For the Three Months Ended
($ in thousands)September 30,
2025
June 30,
2025
September 30,
2024
Revenues, net$164,913 $163,624 $179,783 
Cost of goods sold85,553 80,368 86,345 
Gross profit79,360 83,256 93,438 
Gross profit %48.1 %50.9 %52.0 %
Operating expenses:
Selling, general, and administrative51,640 51,398 56,871 
Share-based compensation1,891 2,032 2,202 
Depreciation and amortization5,636 4,420 5,702 
Impairment loss2,365 9,265 2,320 
Total operating expenses61,532 67,115 67,095 
Income from operations17,828 16,141 26,343 
Other (expense) income, net:
Interest expense, net(14,567)(12,562)(15,016)
Other expense, net(13,362)(836)(5)
Total other expense, net(27,929)(13,398)(15,021)
(Loss) Income before income taxes(10,101)2,743 11,322 
Income tax expense(11,867)(16,636)(19,016)
Net loss1
$(21,968)$(13,893)$(7,694)
1 Net loss includes amounts attributable to non-controlling interests.


Cresco Labs
Page 6 of 9


Cresco Labs Inc.
Unaudited Reconciliation of Gross Profit to Adjusted Gross Profit (Non-GAAP)
For the Three Months Ended September 30, 2025, June 30, 2025, and September 30, 2024
 For the Three Months Ended
($ in thousands)September 30,
2025
June 30,
2025
September 30,
2024
Revenues, net$164,913 $163,624 $179,783 
Cost of goods sold1
85,553 80,368 86,345 
Gross profit$79,360 $83,256 $93,438 
Fair value mark-up for acquired inventory— — 123 
Cost of goods sold adjustments for acquisition and other non-core costs1,110 (508)1,783 
Adjusted gross profit (Non-GAAP)$80,470 $82,748 $95,344 
Adjusted gross profit % (Non-GAAP)48.8 %50.6 %53.0 %
1 Production (cultivation, manufacturing, and processing) costs related to products sold during the period.
Cresco Labs Inc.
Summarized Consolidated Statements of Financial Position
As of September 30, 2025 and December 31, 2024
($ in thousands)September 30, 2025December 31, 2024
(unaudited)
Cash, cash equivalents, and restricted cash (current)$78,705 $141,003 
Other current assets163,938 153,254 
Property and equipment, net327,042 344,846 
Intangible assets, net291,999 293,994 
Goodwill283,484 283,484 
Other non-current assets135,170 138,774 
Total assets$1,280,338 $1,355,355 
 
Total current liabilities$97,373 $94,338 
Total non-current liabilities842,794 872,841 
Total shareholders’ equity340,171 388,176 
Total liabilities and shareholders’ equity
$1,280,338 $1,355,355 


Cresco Labs
Page 7 of 9


Cresco Labs Inc.
Unaudited Reconciliation of SG&A to Adjusted SG&A (Non-GAAP)
For the Three Months Ended September 30, 2025, June 30, 2025, and September 30, 2024
 For the Three Months Ended
($ in thousands)September 30,
2025
June 30,
2025
September 30,
2024
Selling, general, and administrative$51,640 $51,398 $56,871 
Adjustments for acquisition and other non-core costs3,920 1,864 3,427 
Adjusted SG&A (Non-GAAP)
$47,720 $49,534 $53,444 
Adjusted SG&A % (Non-GAAP)
28.9 %30.3 %29.7 %

Cresco Labs Inc.
Unaudited Reconciliation of Net Loss to Adjusted EBITDA (Non-GAAP)
For the Three Months Ended September 30, 2025, June 30, 2025, and September 30, 2024
For the Three Months Ended
($ in thousands)September 30,
2025
June 30,
2025
September 30,
2024
Net loss1
$(21,968)$(13,893)$(7,694)
Depreciation and amortization12,858 12,190 14,932 
Interest expense, net14,567 12,562 15,016 
Income tax expense11,867 16,636 19,016 
EBITDA (Non-GAAP)$17,324 $27,495 $41,270 
Other expense, net13,362 836 
Fair value mark-up for acquired inventory— — 123 
Adjustments for acquisition and other non-core costs4,443 734 4,759 
Impairment loss2,365 9,265 2,320 
Share-based compensation2,311 2,546 2,791 
Adjusted EBITDA (Non-GAAP)$39,805 $40,876 $51,268 
Adjusted EBITDA % (Non-GAAP)24.1 %25.0 %28.5 %
1 Net loss includes amounts attributable to non-controlling interests.


Cresco Labs
Page 8 of 9


Cresco Labs Inc.
Unaudited Summarized Consolidated Statements of Cash Flows
For the Three Months Ended September 30, 2025, June 30, 2025, and September 30, 2024
For the Three Months Ended
($ in thousands)September 30,
2025
June 30,
2025
September 30,
2024
Net cash provided by operating activities$6,164 $8,831 $49,363 
Net cash used in investing activities(6,124)(14,469)(6,269)
Net cash used in financing activities(71,096)(3,466)(2,464)
Effect of foreign currency exchange rate changes on cash and cash equivalents— (2)(25)
Net (decrease) increase in cash and cash equivalents$(71,056)$(9,106)$40,605 
Cash and cash equivalents and restricted cash, beginning of period153,012 162,118 119,201 
Cash and cash equivalents and restricted cash, end of period$81,956 $153,012 $159,806 
Cresco Labs Inc.
Unaudited Reconciliation of Operating Cash Flow to Free Cash Flow (Non-GAAP)
For the Three Months Ended September 30, 2025, June 30, 2025, and September 30, 2024
 For the Three Months Ended
($ in thousands)September 30,
2025
June 30,
2025
September 30,
2024
Net cash provided by operating activities$6,164 $8,831 $49,363 
Purchases of property and equipment(7,180)(13,124)(6,072)
Proceeds from tenant improvement allowances— 451 32 
Free Cash Flow (Non-GAAP)
$(1,016)$(3,842)$43,323 


Cresco Labs
Page 9 of 9


Contacts
Media
Press@crescolabs.com
Investors
TJ Cole, Cresco Labs
SVP, Corporate Development & Investor Relations
investors@crescolabs.com
For general Cresco Labs inquiries:
312-929-0993
info@crescolabs.com