Cresco Labs Inc 6-K, filed Nov 6, 2026
Cresco Labs Inc. (CRLBF)
6-K
2026-11-06
For: 2026-09-30
View Original
Added on
November 06, 2026
About this 6-K
Cresco Labs Inc filed this 6-K on November 6, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
Pursuant to Rule 13a-16 or 15d-16
Under the Securities Exchange Act of 1934
For the month of November, 2026
000-56241
(Commission File Number)
Cresco Labs Inc.
(Exact name of Registrant as specified in its charter)
(Exact name of Registrant as specified in its charter)
600 W. Fulton Street, Suite 800
Chicago, IL 60661
(Address of principal executive office)
Chicago, IL 60661
(Address of principal executive office)
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, 2026 and 2025 | ||||||||
Management Discussion and Analysis of Financial Condition and Results of Operations for the three and nine months ended September 30, 2026 and 2025 | ||||||||
News Release dated November 6, 2026 | ||||||||
SIGNATURE
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 6, 2026 | 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, 2026 AND 2025
(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, 2026 and December 31, 2025 | |||||
Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2026 and September 30, 2025 | |||||
Statements of Changes in Shareholders’ Equity for the three and nine months ended September 30, 2026 and September 30, 2025 | |||||
Statements of Cash Flows for the nine months ended September 30, 2026 and September 30, 2025 | |||||
Notes to the Unaudited Condensed Interim Consolidated Financial Statements: | |||||
| Note 1. Nature of Operations | |||||
| Note 2. Summary of Significant Accounting Policies | |||||
| Note 3. Inventory | |||||
| Note 4. Property and Equipment | |||||
| Note 5. Intangible Assets and Goodwill | |||||
| Note 6. Share Capital | |||||
| Note 7. Net Loss Per Share | |||||
| Note 8. Business Combinations and Asset Acquisitions | |||||
| Note 9. Long-term Notes and Loans Payable, Net | |||||
| Note 10. Disaggregation of Revenue | |||||
| Note 11. Related Party Transactions | |||||
| Note 12. Commitments and Contingencies | |||||
| Note 13. Financial Instruments and Financial Risk Management | |||||
| Note 14. Variable Interest Entities | |||||
| Note 15. Segment Information | |||||
| Note 16. Interest Expense, Net | |||||
| Note 17. Provision for Income Taxes and Deferred Income Taxes | |||||
| Note 18. Subsequent Events | |||||
1
Cresco Labs Inc. Unaudited Condensed Interim Consolidated Balance Sheets As of September 30, 2026 and December 31, 2025 (In thousands of United States Dollars, except share amounts) | ||
| September 30, 2026 | December 31, 2025 | |||||||||||||
| ASSETS | (audited) | |||||||||||||
| Current assets: | ||||||||||||||
Cash and cash equivalents1 | $ | 41,169 | $ | 57,902 | ||||||||||
| Restricted cash | 31,405 | 33,184 | ||||||||||||
| Accounts receivable, net | 38,797 | 37,887 | ||||||||||||
| Inventory, net | 107,464 | 98,666 | ||||||||||||
| Prepaid expenses | 12,626 | 11,725 | ||||||||||||
| Other current assets | 15,338 | 19,909 | ||||||||||||
| Total current assets | 246,799 | 259,273 | ||||||||||||
| Non-current assets: | ||||||||||||||
Property and equipment, net1 | 320,772 | 327,192 | ||||||||||||
Right-of-use assets - operating, net1 | 91,409 | 86,773 | ||||||||||||
| Right-of-use assets - finance, net | 11,181 | 12,947 | ||||||||||||
Intangible assets, net1 | 317,470 | 275,342 | ||||||||||||
| Goodwill | 220,994 | 208,173 | ||||||||||||
| Deferred tax asset | 27,812 | 13,501 | ||||||||||||
| Other non-current assets | 16,620 | 14,099 | ||||||||||||
| Total non-current assets | 1,006,258 | 938,027 | ||||||||||||
| TOTAL ASSETS | $ | 1,253,057 | $ | 1,197,300 | ||||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Accounts payable | $ | 18,271 | $ | 16,540 | ||||||||||
| Accrued liabilities | 58,403 | 58,017 | ||||||||||||
Short-term borrowings, net | 12,034 | 10,784 | ||||||||||||
| Current portion of operating lease liabilities | 12,221 | 9,793 | ||||||||||||
| Current portion of finance lease liabilities | 2,876 | 2,480 | ||||||||||||
| Deferred and contingent consideration, short-term | 4,957 | 2,566 | ||||||||||||
| Total current liabilities | 108,762 | 100,180 | ||||||||||||
| Non-current liabilities: | ||||||||||||||
Long-term notes and loans payable, net1 | 453,551 | 417,095 | ||||||||||||
Operating lease liabilities1 | 127,256 | 125,743 | ||||||||||||
| Finance lease liabilities | 16,076 | 18,269 | ||||||||||||
| Deferred tax liability | 18,828 | 33,619 | ||||||||||||
| Deferred and contingent consideration, long-term | 6,470 | 5,815 | ||||||||||||
| Tax receivable agreement liability | 66,115 | 71,603 | ||||||||||||
| Uncertain tax position liability | 202,792 | 171,474 | ||||||||||||
| Other long-term liabilities | 1,000 | 1,000 | ||||||||||||
| Total non-current liabilities | 892,088 | 844,618 | ||||||||||||
| TOTAL LIABILITIES | $ | 1,000,850 | $ | 944,798 | ||||||||||
COMMITMENTS AND CONTINGENCIES (Note 12) | ||||||||||||||
| SHAREHOLDERS’ EQUITY | ||||||||||||||
Super Voting Shares, no par value; Unlimited shares authorized; 500,000 shares issued and outstanding at September 30, 2026 and December 31, 2025 | ||||||||||||||
Subordinate Voting Shares, no par value; Unlimited shares authorized; 361,070,918 and 343,232,815 issued and outstanding at September 30, 2026 and December 31, 2025, respectively | ||||||||||||||
Proportionate Voting Shares2, no par value; Unlimited shares authorized; 16,108,482 and 16,298,484 issued and outstanding at September 30, 2026 and December 31, 2025, respectively | ||||||||||||||
Special Subordinate Voting Shares3, no par value; Unlimited shares authorized; 1,589 shares issued and outstanding at September 30, 2026 and December 31, 2025 | ||||||||||||||
| Share capital | 1,741,670 | 1,722,277 | ||||||||||||
| Additional paid-in-capital | 121,509 | 120,047 | ||||||||||||
| Accumulated other comprehensive loss | (2,041) | (1,631) | ||||||||||||
| Accumulated deficit | (1,511,418) | (1,500,244) | ||||||||||||
| Equity of Cresco Labs Inc. | 349,720 | 340,449 | ||||||||||||
| Non-controlling interests | (97,513) | (87,947) | ||||||||||||
| TOTAL SHAREHOLDERS’ EQUITY | 252,207 | 252,502 | ||||||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | 1,253,057 | $ | 1,197,300 | ||||||||||
1See Note 14 “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, 2026 and 2025 (In thousands of United States Dollars, except share and per share amounts) | ||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Revenues, net | $ | 172,782 | $ | 164,913 | $ | 497,448 | $ | 494,294 | ||||||||||||||||||
| Cost of goods sold | 93,296 | 85,553 | 255,566 | 253,047 | ||||||||||||||||||||||
| Gross profit | 79,486 | 79,360 | 241,882 | 241,247 | ||||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||
| Selling, general, and administrative | 68,824 | 59,167 | 206,686 | 182,058 | ||||||||||||||||||||||
| Impairment loss | — | 2,365 | — | 11,630 | ||||||||||||||||||||||
| Total operating expenses | 68,824 | 61,532 | 206,686 | 193,688 | ||||||||||||||||||||||
| Income from operations | 10,662 | 17,828 | 35,196 | 47,559 | ||||||||||||||||||||||
| Other (expense) income, net: | ||||||||||||||||||||||||||
| Interest expense, net | (15,666) | (14,140) | (45,698) | (42,015) | ||||||||||||||||||||||
| Other income (expense), net | 181 | (13,789) | (712) | (13,819) | ||||||||||||||||||||||
| Total other expense, net | (15,485) | (27,929) | (46,410) | (55,834) | ||||||||||||||||||||||
| Loss before income taxes | (4,823) | (10,101) | (11,214) | (8,275) | ||||||||||||||||||||||
| Income tax expense | (9,710) | (11,867) | (4,964) | (42,820) | ||||||||||||||||||||||
| Net loss | $ | (14,533) | $ | (21,968) | $ | (16,178) | $ | (51,095) | ||||||||||||||||||
| Net loss attributable to non-controlling interests, net of tax | (2,092) | (4,914) | (7,461) | (3,275) | ||||||||||||||||||||||
| Net loss attributable to Cresco Labs Inc. | $ | (12,441) | $ | (17,054) | $ | (8,717) | $ | (47,820) | ||||||||||||||||||
| Net loss per share - attributable to Cresco Labs Inc. shareholders: | ||||||||||||||||||||||||||
| Basic and diluted loss per share | $ | (0.03) | $ | (0.05) | $ | (0.02) | $ | (0.14) | ||||||||||||||||||
| Basic and diluted weighted-average shares outstanding | 372,901,878 | 355,538,392 | 369,369,174 | 353,378,175 | ||||||||||||||||||||||
| Comprehensive loss: | ||||||||||||||||||||||||||
| Net loss | $ | (14,533) | $ | (21,968) | $ | (16,178) | $ | (51,095) | ||||||||||||||||||
| Foreign currency translation differences, net of tax | 16 | (234) | (410) | 408 | ||||||||||||||||||||||
| Total comprehensive loss for the period | (14,517) | (22,202) | (16,588) | (50,687) | ||||||||||||||||||||||
| Comprehensive loss attributable to non-controlling interests, net of tax | (2,092) | (4,914) | (7,461) | (3,275) | ||||||||||||||||||||||
| Total comprehensive loss attributable to Cresco Labs Inc. | $ | (12,425) | $ | (17,288) | $ | (9,127) | $ | (47,412) | ||||||||||||||||||
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, 2026 and 2025 (In thousands of United States Dollars) | ||
| Share capital | Additional paid-in capital | Accumulated other comprehensive loss, net of tax | Accumulated deficit | Non-controlling interests | Total | |||||||||||||||||||||||||||||||||||||||||||||
| Balance as of July 1, 2026 | $ | 1,737,426 | $ | 122,302 | $ | (2,057) | $ | (1,498,977) | $ | (95,344) | $ | 263,350 | ||||||||||||||||||||||||||||||||||||||
| Issuance of vested restricted stock units | 3,621 | (3,621) | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | 4,067 | — | — | — | 4,067 | ||||||||||||||||||||||||||||||||||||||||||||
| Employee taxes withheld on certain share-based payment arrangements | — | (591) | — | — | — | (591) | ||||||||||||||||||||||||||||||||||||||||||||
| Payable pursuant to tax receivable agreements | (1) | — | — | — | — | (1) | ||||||||||||||||||||||||||||||||||||||||||||
| Equity issuances related to business combinations | 624 | — | — | — | — | 624 | ||||||||||||||||||||||||||||||||||||||||||||
| Net change in tax distribution accrual | — | (648) | — | — | — | (648) | ||||||||||||||||||||||||||||||||||||||||||||
| Tax distributions to non-controlling interest holders, net of adjustments | — | — | — | — | 317 | 317 | ||||||||||||||||||||||||||||||||||||||||||||
| Excess cash distributions to non-controlling interest holders | — | — | — | — | (394) | (394) | ||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation | — | — | 16 | — | — | 16 | ||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | (12,441) | (2,092) | (14,533) | ||||||||||||||||||||||||||||||||||||||||||||
| Ending balance as of September 30, 2026 | $ | 1,741,670 | $ | 121,509 | $ | (2,041) | $ | (1,511,418) | $ | (97,513) | $ | 252,207 | ||||||||||||||||||||||||||||||||||||||
| Balance as of January 1, 2026 | $ | 1,722,277 | $ | 120,047 | $ | (1,631) | $ | (1,500,244) | $ | (87,947) | $ | 252,502 | ||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | 7 | (3) | — | — | — | 4 | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance of vested restricted stock units | 10,066 | (10,066) | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | 13,201 | — | — | — | 13,201 | ||||||||||||||||||||||||||||||||||||||||||||
| Employee taxes withheld on certain share-based payment arrangements | (1) | (2,273) | — | — | — | (2,274) | ||||||||||||||||||||||||||||||||||||||||||||
| Payable pursuant to tax receivable agreements | 3 | — | — | — | — | 3 | ||||||||||||||||||||||||||||||||||||||||||||
| Equity issuances | 95 | — | — | — | — | 95 | ||||||||||||||||||||||||||||||||||||||||||||
| Equity issuances related to business combinations | 7,763 | — | — | — | — | 7,763 | ||||||||||||||||||||||||||||||||||||||||||||
| Net change in tax distribution accrual | — | 603 | — | — | — | 603 | ||||||||||||||||||||||||||||||||||||||||||||
| Tax distributions to non-controlling interest holders | — | — | — | — | (1,569) | (1,569) | ||||||||||||||||||||||||||||||||||||||||||||
| Excess cash distributions to non-controlling interest holders | — | — | — | — | (1,633) | (1,633) | ||||||||||||||||||||||||||||||||||||||||||||
| Non-controlling interests, net change in capital | 100 | — | — | — | — | 100 | ||||||||||||||||||||||||||||||||||||||||||||
| Cresco LLC shares redeemed | 1,360 | — | — | (2,457) | 1,097 | — | ||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation | — | — | (410) | — | — | (410) | ||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | (8,717) | (7,461) | (16,178) | ||||||||||||||||||||||||||||||||||||||||||||
| Ending balance as of September 30, 2026 | $ | 1,741,670 | $ | 121,509 | $ | (2,041) | $ | (1,511,418) | $ | (97,513) | $ | 252,207 | ||||||||||||||||||||||||||||||||||||||
4
Cresco Labs Inc. Unaudited Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity For the Three and Nine Months Ended September 30, 2026 and 2025 (In thousands of United States Dollars) | ||
| Share capital | Additional paid-in capital | Accumulated other comprehensive loss, net of tax | Accumulated deficit | Non-controlling interests | Total | |||||||||||||||||||||||||||||||||||||||||||||
| 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 units | 394 | (394) | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | 2,226 | — | — | — | 2,226 | ||||||||||||||||||||||||||||||||||||||||||||
| Payable pursuant to tax receivable agreements | 4 | — | — | — | — | 4 | ||||||||||||||||||||||||||||||||||||||||||||
| 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 redeemed | 1,024 | — | — | (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 units | 6,400 | (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 agreements | 16 | — | — | — | — | 16 | ||||||||||||||||||||||||||||||||||||||||||||
| Equity issued related to settlement of acquisition related contingent consideration | 500 | — | — | — | — | 500 | ||||||||||||||||||||||||||||||||||||||||||||
| Equity issuances for consulting services | 396 | — | — | — | — | 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 redeemed | 3,931 | — | — | (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.
5
Cresco Labs Inc. Unaudited Condensed Interim Consolidated Statements of Cash Flows For the Nine Months Ended September 30, 2026 and 2025 (In thousands of United States Dollars) | ||
| Nine Months Ended September 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||||||
| Net loss | $ | (16,178) | $ | (51,095) | ||||||||||
| Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||||||||
| Depreciation and amortization | 40,293 | 37,953 | ||||||||||||
| Amortization of operating lease assets | 6,004 | 5,490 | ||||||||||||
| Share-based compensation expense | 13,201 | 7,580 | ||||||||||||
| Gain on adjustments in fair value of intangibles | — | (4,000) | ||||||||||||
| Loss on inventory write-offs | 1,459 | 1,699 | ||||||||||||
| Change in deferred taxes | (29,002) | 164 | ||||||||||||
| Accretion of discount and deferred financing costs on debt arrangements | 2,214 | 3,413 | ||||||||||||
| Loss on debt extinguishment | — | 16,363 | ||||||||||||
| Loss on disposals of property and equipment | 2,005 | 2,227 | ||||||||||||
| Impairment loss | — | 11,630 | ||||||||||||
Other noncash adjustments | 1,002 | (228) | ||||||||||||
| Changes in operating assets and liabilities, net of acquisitions: | ||||||||||||||
| Accounts receivable | (3,242) | 8,866 | ||||||||||||
| Inventory | (3,020) | (13,934) | ||||||||||||
| Prepaid expenses and other assets | 34 | (4,512) | ||||||||||||
| Accounts payable and accrued liabilities | (3,199) | (2,001) | ||||||||||||
| Operating lease liabilities | (7,171) | (7,238) | ||||||||||||
| Income taxes payable | 31,523 | 33,081 | ||||||||||||
| NET CASH PROVIDED BY OPERATING ACTIVITIES | 35,923 | 45,458 | ||||||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||||||||
| Purchases of property and equipment | (21,916) | (26,122) | ||||||||||||
| Purchase of intangibles | (4,140) | (1,767) | ||||||||||||
| Payment of acquisition consideration, net of cash acquired | (41,511) | (1,750) | ||||||||||||
Proceeds from other investing activities | 502 | 2,177 | ||||||||||||
| NET CASH USED IN INVESTING ACTIVITIES | (67,065) | (27,462) | ||||||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||||||||
| Proceeds from Revolving Credit Facility | 28,411 | — | ||||||||||||
| Proceeds from the issuance of long-term debt | — | 312,000 | ||||||||||||
| Payment of debt prepayment and debt extinguishment costs | — | (7,000) | ||||||||||||
| Repayment of debt | — | (360,000) | ||||||||||||
| Tax distribution payments in accordance with the tax receivable agreement | (6,237) | (4,251) | ||||||||||||
| Tax distributions to non-controlling interest redeemable unit holders and other members | (1,569) | (959) | ||||||||||||
| Excess cash distributions to non-controlling interest redeemable unit holders and other members | (1,633) | (2,003) | ||||||||||||
| Payment of debt issuance costs | (2,001) | (14,368) | ||||||||||||
| Principal payments on finance lease obligations | (4,283) | (3,483) | ||||||||||||
Payments for other financing activities | (42) | (231) | ||||||||||||
| NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | 12,646 | (80,295) | ||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | (14) | — | ||||||||||||
| Net (decrease) increase in cash and cash equivalents | (18,510) | (62,299) | ||||||||||||
| Cash and cash equivalents and restricted cash, beginning of period | 94,335 | 144,255 | ||||||||||||
| Cash and cash equivalents, end of period | 41,169 | 45,413 | ||||||||||||
| Restricted cash, end of period | 31,405 | 33,292 | ||||||||||||
| Restricted cash included in other non-current assets, end of period | 3,251 | 3,251 | ||||||||||||
| Cash and cash equivalents and restricted cash, end of period | $ | 75,825 | $ | 81,956 | ||||||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||||||||
| CASH PAID DURING THE PERIOD FOR: | ||||||||||||||
| Income tax, net | $ | 2,444 | $ | 9,448 | ||||||||||
| Interest | 44,341 | 41,225 | ||||||||||||
| NON-CASH INVESTING AND FINANCING TRANSACTIONS: | ||||||||||||||
| Issuance of shares under business combinations and acquisitions | $ | 7,763 | $ | — | ||||||||||
Deferred consideration for acquisitions | 1,887 | 500 | ||||||||||||
| Non-controlling interests redeemed for equity | 1,097 | 4,750 | ||||||||||||
| Increase to net lease liability | 10,851 | 2,064 | ||||||||||||
| Overpaid declared distributions to non-controlling interest redeemable unit holders | (11,904) | (15,666) | ||||||||||||
| Liability incurred in accordance with tax receivable agreement | 71,629 | 79,149 | ||||||||||||
Other non-cash transactions | 608 | 1,181 | ||||||||||||
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
6
Cresco Labs Inc. Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the Three and Nine Months Ended September 30, 2026 and 2025 | ||
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, 2026, the Company operates in Illinois, Pennsylvania, Ohio, New York, Massachusetts, Michigan, Florida, and Kentucky pursuant to applicable state and local laws and regulations.
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, 2025 and 2024 as filed on SEDAR+ and EDGAR. The Consolidated Balance Sheet for the year ended December 31, 2025 was derived from audited financial statements filed on SEDAR+ on March 5, 2026 and EDGAR on March 6, 2026. 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, 2026 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.
(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 income (expense), net in the Unaudited Condensed Interim Consolidated Statements of Operations.
7
Cresco Labs Inc. Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the Three and Nine Months Ended September 30, 2026 and 2025 | ||
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, 2026:
| Entity | Location | Purpose | Percentage Held | |||||||||||||||||
| Cresco Labs Inc. | British Columbia, Canada | Parent Company | ||||||||||||||||||
| Cali-Antifragile Corp. | California | Holding Company | 100% | |||||||||||||||||
| River Distributing Co., LLC | California | Holding Company | 100% | |||||||||||||||||
| Cub City, LLC | California | Cultivation | 100% | |||||||||||||||||
| CRHC Holdings Corp. | Ontario, Canada | Holding Company | 100% | |||||||||||||||||
| Cannroy Delaware Inc. | Delaware | Holding Company | 100% | |||||||||||||||||
| Laurel Harvest Labs, LLC | Pennsylvania | Cultivation and Dispensary Facility | 100% | |||||||||||||||||
| JDRC Mount Joy, LLC | Illinois | Holding Company | 100% | |||||||||||||||||
| JDRC Scranton, LLC | Illinois | Holding Company | 100% | |||||||||||||||||
| Bluma Wellness Inc. | British Columbia, Canada | Holding Company | 100% | |||||||||||||||||
| Cannabis Cures Investments, LLC | Florida | Holding Company | 100% | |||||||||||||||||
| 3 Boys Farm, LLC | Florida | Cultivation, Production and Dispensary Facility | 100% | |||||||||||||||||
| Farm to Fresh Holdings, LLC | Florida | Holding Company | 100% | |||||||||||||||||
| Cresco U.S. Corp. | Illinois | Holding Company | 100% | |||||||||||||||||
| Keystone Integrated Care, LLC | Pennsylvania | Dispensary | 100% | |||||||||||||||||
| PharmaCann Penn LLC | Pennsylvania | Dispensary | 100% | |||||||||||||||||
| Arizona Facilities Supply, LLC | Arizona | Holding Company | 100% | |||||||||||||||||
| Cresco Labs Michigan Management, LLC | Michigan | Holding Company | 100% | |||||||||||||||||
| MedMar Inc. | Illinois | Holding Company | 100% | |||||||||||||||||
| MedMar Lakeview, LLC | Illinois | Dispensary | 88% | |||||||||||||||||
| MedMar Rockford, LLC | Illinois | Dispensary | 75% | |||||||||||||||||
| Gloucester Street Capital, LLC | New York | Holding Company | 100% | |||||||||||||||||
| Valley Agriceuticals, LLC | New York | Cultivation, Production and Dispensary Facility | 100% | |||||||||||||||||
| Valley Agriceuticals Real Estate | New York | Holding Company | 100% | |||||||||||||||||
| JDRC Ellenville, LLC | Illinois | Holding Company | 100% | |||||||||||||||||
| CMA Holdings, LLC | Illinois | Holding Company | 100% | |||||||||||||||||
| BL Real Estate, LLC | Massachusetts | Holding Company | 100% | |||||||||||||||||
| BL Pierce, LLC | Massachusetts | Holding Company | 100% | |||||||||||||||||
| BL Uxbridge, LLC | Massachusetts | Holding Company | 100% | |||||||||||||||||
| BL Main, LLC | Massachusetts | Holding Company | 100% | |||||||||||||||||
| BL Burncoat, LLC | Massachusetts | Holding Company | 100% | |||||||||||||||||
| BL Framingham, LLC | Massachusetts | Holding Company | 100% | |||||||||||||||||
| BL Worcester, LLC | Massachusetts | Holding Company | 100% | |||||||||||||||||
| Cultivate Licensing LLC | Massachusetts | Holding Company | 100% | |||||||||||||||||
| Cultivate Worcester, Inc. | Massachusetts | Dispensary | 100% | |||||||||||||||||
| Cultivate Leicester, Inc. | Massachusetts | Cultivation, Production and Dispensary Facility | 100% | |||||||||||||||||
| Cultivate Framingham, Inc. | Massachusetts | Dispensary | 100% | |||||||||||||||||
| Cultivate Cultivation, LLC | Massachusetts | Cultivation and Production Entity | 100% | |||||||||||||||||
| High Road Holdings LLC | Delaware | Holding Company | 100% | |||||||||||||||||
| SPS Management, LLC | Delaware | Holding Company | 100% | |||||||||||||||||
8
Cresco Labs Inc. Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the Three and Nine Months Ended September 30, 2026 and 2025 | ||
| Entity | Location | Purpose | Percentage Held | |||||||||||||||||
Strategic Capital and Management Services, LLC1 | Illinois | Dispensary | 0% | |||||||||||||||||
| Altus Global, LLC | Delaware | Holding Company | 100% | |||||||||||||||||
| Altus, LLC | Delaware | Holding Company | 100% | |||||||||||||||||
| GoodNews Holdings, LLC | Illinois | Licensing Company | 100% | |||||||||||||||||
| Wonder Holdings, LLC | Illinois | Licensing Company | 100% | |||||||||||||||||
| JDRC Seed, LLC | Illinois | Educational Company | 100% | |||||||||||||||||
| CP Pennsylvania Holdings, LLC | Illinois | Holding Company | 100% | |||||||||||||||||
| Bay, LLC | Pennsylvania | Dispensary | 100% | |||||||||||||||||
| Bay Asset Management, LLC | Pennsylvania | Holding Company | 100% | |||||||||||||||||
| Ridgeback, LLC | Colorado | Holding Company | 100% | |||||||||||||||||
| Cresco Labs Texas, LLC | Texas | Holding Company | 100% | |||||||||||||||||
| CL Kentucky HoldCo, LLC | Delaware | Holding Company | 100% | |||||||||||||||||
| CL Kentucky Cultivation, LLC | Delaware | Cultivation Entity | 100% | |||||||||||||||||
| CL Kentucky Processing, LLC | Delaware | Production Entity | 100% | |||||||||||||||||
| CL Kentucky Dispensing, LLC | Delaware | Dispensary | 100% | |||||||||||||||||
| Cresco Labs, LLC | Illinois | Operating Entity | 67% | |||||||||||||||||
| IP CL, LLC | Delaware | Holding Company | 100% | |||||||||||||||||
| Cresco Labs Ohio, LLC | Ohio | Cultivation, Production and Dispensary Facility | 99% | |||||||||||||||||
| Cresco Labs Notes Issuer, LLC | Illinois | Holding Company | ||||||||||||||||||
| Wellbeings, LLC | Delaware | CBD Wellness Product Development | 100% | |||||||||||||||||
| Cresco Labs SLO, LLC | California | Holding Company | 100% | |||||||||||||||||
| SLO Cultivation Inc. | California | Holding Company | 80% | |||||||||||||||||
| Cresco Labs Joliet, LLC | Illinois | Cultivation and Production Facility | 100% | |||||||||||||||||
| Cresco Labs Kankakee, LLC | Illinois | Cultivation and Production Facility | 100% | |||||||||||||||||
| Cresco Labs Logan, LLC | Illinois | Cultivation and Production Facility | 100% | |||||||||||||||||
| Cresco Labs PA, LLC | Illinois | Holding Company | 100% | |||||||||||||||||
| Cresco Yeltrah, LLC | Pennsylvania | Cultivation, Production and Dispensary Facility | 100% | |||||||||||||||||
| Strip District Education Center | Pennsylvania | Holding Company | 100% | |||||||||||||||||
| JDC Newark, LLC | Ohio | Holding Company | 100% | |||||||||||||||||
| Verdant Creations Newark, LLC | Ohio | Dispensary | 100% | |||||||||||||||||
| Strategic Property Concepts, LLC | Ohio | Holding Company | 100% | |||||||||||||||||
| JDC Marion, LLC | Ohio | Holding Company | 100% | |||||||||||||||||
| Verdant Creations Marion, LLC | Ohio | Dispensary | 100% | |||||||||||||||||
| Strategic Property Concepts 4, LLC | Ohio | Holding Company | 100% | |||||||||||||||||
| JDC Chillicothe, LLC | Ohio | Holding Company | 100% | |||||||||||||||||
| Verdant Creations Chillicothe, LLC | Ohio | Dispensary | 100% | |||||||||||||||||
| Strategic Property Concepts 5, LLC | Ohio | Holding Company | 100% | |||||||||||||||||
| JDC Columbus, LLC | Ohio | Holding Company | 100% | |||||||||||||||||
| Care Med Associates, LLC | Ohio | Dispensary | 100% | |||||||||||||||||
| PDI Medical III, LLC | Illinois | Dispensary | 100% | |||||||||||||||||
| Phoenix Farms of Illinois, LLC | Illinois | Dispensary | 100% | |||||||||||||||||
| FloraMedex, LLC | Illinois | Dispensary | 100% | |||||||||||||||||
| Cresco Edibles, LLC | Illinois | Holding Company | 100% | |||||||||||||||||
| TSC Cresco, LLC | Illinois | Licensing | 75% | |||||||||||||||||
| Cresco HHH, LLC | Massachusetts | Cultivation, Production and Dispensary Facility | 100% | |||||||||||||||||
| Cresco Labs Missouri Management, LLC | Missouri | Holding Company | 100% | |||||||||||||||||
| JDRC Acquisitions, LLC | Illinois | Holding Company | 100% | |||||||||||||||||
| JDRC 7841 Grand LLC | Illinois | Holding Company | 100% | |||||||||||||||||
| JDRC Lincoln, LLC | Illinois | Holding Company | 100% | |||||||||||||||||
| JDRC Danville, LLC | Illinois | Holding Company | 100% | |||||||||||||||||
| JDRC Kankakee, LLC | Illinois | Holding Company | 100% | |||||||||||||||||
| JDRC Brookville, LLC | Illinois | Holding Company | 100% | |||||||||||||||||
Cresco Labs Michigan, LLC2 | Michigan | Cultivation and Production Facility | 85% | |||||||||||||||||
1See Note 14 “Variable Interest Entities” for additional information.
2Legally, Cresco Labs Michigan, LLC is 42.5% owned by a related party within management of the Company.
9
Cresco Labs Inc. Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the Three and Nine Months Ended September 30, 2026 and 2025 | ||
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. See Note 6 “Share Capital” for additional information.
(e)Newly Adopted Accounting Pronouncements
In November 2025, the FASB issued ASU 2025-08, Financial Instruments - Credit Losses (Topic 326): Purchased Loans, which expands the population of acquired financial assets subject to the gross-up approach in Topic 326. This guidance is effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. The Company adopted this ASU for the fiscal year ended December 31, 2026 and already applies the gross-up approach, as such, this ASU will not impact the Company’s consolidated financial statements.
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 adopted this ASU for the fiscal year ended December 31, 2026 and does not expect a material impact to the consolidated financial statements. The Company has elected the practical expedient described in paragraphs 326-20-30-10C through 30-10D.
(f)Recently Issued Accounting Standards
In December 2025, the FASB issued ASU 2025-12, Codification Improvements, which addresses thirty-three issues that represent changes to the Codification that (1) clarify, (2) correct errors, or (3) make minor improvements. The amendments make the Codification easier to understand and apply. This guidance is effective for interim periods within annual reporting periods beginning after December 15, 2026. Early adoption is permitted. Upon adoption, the guidance can be applied either prospectively or retrospectively. The Company is currently assessing the impact of this ASU on our consolidated financial statements.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which amends the navigability of the required interim disclosures and clarifying when that guidance is applicable. The amendments also provide additional guidance on what disclosures should be provided in interim reporting periods. This guidance is effective for interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. Upon adoption, the guidance can be applied either prospectively or retrospectively. 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.
10
Cresco Labs Inc. Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the Three and Nine Months Ended September 30, 2026 and 2025 | ||
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 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 our consolidated financial statements.
(g)Reclassifications
Certain immaterial prior period amounts were reclassified to conform to the current presentation. These reclassifications did not have a material impact on the Company’s unaudited condensed interim consolidated financial statements, except for the following:
(i)The Company reclassified changes in fair value related to our deferred and contingent considerations to other income (expense), net previously included in interest expense, net on the Unaudited Condensed Interim Consolidated Statements of Operations and Comprehensive Loss. The reclassification had no effect on Total other expense, net or net cash provided by operations.
NOTE 3. INVENTORY | ||
Inventory as of September 30, 2026 and December 31, 2025, consisted of the following:
| ($ in thousands) | September 30, 2026 | December 31, 2025 | ||||||||||||
| Raw materials | $ | 14,118 | $ | 12,875 | ||||||||||
| Raw materials - non-cannabis | 9,630 | 12,210 | ||||||||||||
| Work-in-process | 48,809 | 42,551 | ||||||||||||
| Finished goods | 32,453 | 29,574 | ||||||||||||
| Finished goods - non-cannabis | 2,454 | 1,456 | ||||||||||||
| Inventory, net | $ | 107,464 | $ | 98,666 | ||||||||||
During the three months ended September 30, 2026 and 2025, the net impact to inventory reserve was an increase of $0.3 million for both periods. During the nine months ended September 30, 2026 and 2025, the net impact to inventory reserve was an increase of $1.5 million and $1.7 million, respectively. The expense related to the change in inventory reserve is included in Cost of goods sold presented in the Unaudited Condensed Interim Consolidated Statements of Operations.
11
Cresco Labs Inc. Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the Three and Nine Months Ended September 30, 2026 and 2025 | ||
NOTE 4. PROPERTY AND EQUIPMENT | ||
| ($ in thousands) | September 30, 2026 | December 31, 2025 | ||||||||||||
| Land and Buildings | $ | 230,066 | $ | 213,171 | ||||||||||
| Machinery and Equipment | 43,667 | 42,905 | ||||||||||||
| Furniture and Fixtures | 49,458 | 47,745 | ||||||||||||
| Leasehold Improvements | 175,083 | 170,849 | ||||||||||||
| Website, Computer Equipment and Software | 12,014 | 11,975 | ||||||||||||
| Vehicles | 2,612 | 2,678 | ||||||||||||
| Construction In Progress | 10,026 | 22,988 | ||||||||||||
| Total property and equipment, gross | 522,926 | 512,311 | ||||||||||||
| Less: Accumulated depreciation | (202,154) | (185,119) | ||||||||||||
| Property and equipment, net | $ | 320,772 | $ | 327,192 | ||||||||||
As of September 30, 2026 and December 31, 2025, 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.
The following table reflects depreciation expense related to property and equipment for the three and nine months ended September 30, 2026 and 2025:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| ($ in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Depreciation expense included in cost of goods sold | $ | 6,006 | $ | 6,155 | $ | 18,735 | $ | 20,063 | ||||||||||||||||||
| Depreciation expense included in selling, general, and administrative expense | 3,821 | 4,146 | 10,623 | 10,989 | ||||||||||||||||||||||
| Total depreciation expense | $ | 9,827 | $ | 10,301 | $ | 29,358 | $ | 31,052 | ||||||||||||||||||
During the nine months ended September 30, 2026, the Company disposed of $0.7 million of property and equipment no longer in use in various states resulting in $0.7 million in net losses on the disposal of those assets. In the same period, the Company sold $1.5 million of property and equipment in various states and recorded $1.3 million in net losses. These losses are recorded in Other income (expense), net in the Unaudited Condensed Interim Consolidated Statements of Operations.
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 a $1.1 million net loss. The gains and losses on disposals and sales are recorded in Other income (expense), net in the Unaudited Condensed Interim Consolidated Statements of Operations.
During the three months ended September 30, 2025, the Company recorded a fair value adjustment of $1.7 million of property and equipment in the Unaudited Condensed Interim Consolidated Statements of Operations based on the expected proceeds of the sale of Sonoma’s Finest. Additionally, during the nine months ended September 30, 2025, in connection with the approved sale of the Company’s Cub City and Sonoma’s Finest cultivation facilities, the Company recorded $2.1 million and $5.3 million of impairment of property and equipment and right-of-use assets, respectively, based on analysis of the fair value of those assets.
12
Cresco Labs Inc. Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the Three and Nine Months Ended September 30, 2026 and 2025 | ||
NOTE 5. INTANGIBLE ASSETS AND GOODWILL | ||
(a)Intangible Assets
Intangible assets consisted of the following as of September 30, 2026 and December 31, 2025:
| September 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||||||||||||||
| ($ in thousands) | Gross Carrying Amount | Accumulated Amortization | Net | Gross Carrying Amount | Accumulated Amortization | Net | ||||||||||||||||||||||||||||||||
| Definite-Lived Intangible Assets: | ||||||||||||||||||||||||||||||||||||||
| Customer Relationships | $ | 38,399 | $ | (25,818) | $ | 12,581 | $ | 30,600 | $ | (19,150) | $ | 11,450 | ||||||||||||||||||||||||||
| Trade Names | — | — | — | 1,400 | (1,400) | — | ||||||||||||||||||||||||||||||||
| Permit Application Costs | 4,767 | (1,505) | 3,262 | 4,488 | (3,123) | 1,365 | ||||||||||||||||||||||||||||||||
Other Intangibles | — | — | — | 4,917 | (4,917) | — | ||||||||||||||||||||||||||||||||
| Indefinite-Lived Intangible Assets: | ||||||||||||||||||||||||||||||||||||||
| Licenses | 301,627 | — | 301,627 | 262,527 | — | 262,527 | ||||||||||||||||||||||||||||||||
| Total Intangible Assets | $ | 344,793 | $ | (27,323) | $ | 317,470 | $ | 303,932 | $ | (28,590) | $ | 275,342 | ||||||||||||||||||||||||||
During the nine months ended September 30, 2026, the gross carrying amount of intangible assets increased by $40.9 million, primarily related to the Company’s dispensaries transactions completed in the first nine months of 2026, see Note 8 “Business Combinations and Asset Acquisitions” for additional details. Additionally, during the nine months ended September 30, 2026, the Company wrote-off certain intangible assets that no longer had projected future cash flows.
The following table reflects the amortization expense related to definite-lived intangible assets for the three and nine months ended September 30, 2026 and 2025:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| ($ in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Amortization expense included in cost of goods sold | $ | 756 | $ | 748 | $ | 2,291 | $ | 2,304 | ||||||||||||||||||
| Amortization expense included in selling, general, and administrative expense | 2,978 | 898 | 6,870 | 2,449 | ||||||||||||||||||||||
| Total amortization expense | $ | 3,734 | $ | 1,646 | $ | 9,161 | $ | 4,753 | ||||||||||||||||||
The following table outlines the estimated amortization expense related to intangible assets for each of the next five years and thereafter:
| ($ in thousands) | Estimated Amortization Expense | |||||||
| Remaining in 2026 | $ | 3,640 | ||||||
| 2027 | 7,224 | |||||||
| 2028 | 3,341 | |||||||
| 2029 | 1,638 | |||||||
| 2030 | — | |||||||
| Thereafter | — | |||||||
| Total estimated amortization expense | $ | 15,843 | ||||||
13
Cresco Labs Inc. Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the Three and Nine Months Ended September 30, 2026 and 2025 | ||
(b)Goodwill
The changes in carrying amount of goodwill by segment are as follows for the nine months ended September 30, 2026:
| ($ in thousands) | Wholesale | Retail | Total | |||||||||||||||||
Balance at December 31, 2025 | $ | 57,555 | $ | 150,618 | $ | 208,173 | ||||||||||||||
| Additions | — | 13,813 | 13,813 | |||||||||||||||||
| Measurement period adjustments | — | (992) | (992) | |||||||||||||||||
Balance at September 30, 2026 | $ | 57,555 | $ | 163,439 | $ | 220,994 | ||||||||||||||
(c)Impairment
The Company recorded no impairment of intangible assets during the nine months ended September 30, 2026.
During the nine months ended September 30, 2025, in connection with the approved sale of the Company’s Cub City and Sonoma’s Finest cultivation facilities, the Company recorded $4.2 million of impairment of intangible assets based on analysis of the fair value of those assets.
NOTE 6. 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, 2025 and 2024, which were previously filed on SEDAR+ and EDGAR. There have been no changes in authorized share capital as of September 30, 2026.
14
Cresco Labs Inc. Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the Three and Nine Months Ended September 30, 2026 and 2025 | ||
(b) Issued and Outstanding Shares
As of September 30, 2026 and 2025, issued and outstanding capital consisted of the following:
| (shares in thousands) | Redeemable Units1 | SVS2 | PVS3 | MVS4 | SSVS5 | |||||||||||||||||||||||||||
Beginning balance, January 1, 2026 | 85,299 | 343,233 | 16,298 | 500 | 2 | |||||||||||||||||||||||||||
| Stock options exercised | — | 5 | — | — | — | |||||||||||||||||||||||||||
RSUs6 issued | — | 6,561 | — | — | — | |||||||||||||||||||||||||||
Equity issuances related to business combinations7 | — | 8,000 | — | — | — | |||||||||||||||||||||||||||
| Cresco LLC redemptions | (1,000) | 1,000 | — | — | — | |||||||||||||||||||||||||||
| PVS converted to SVS | — | 190 | (190) | — | — | |||||||||||||||||||||||||||
| Issuances related to employee taxes on certain share-based payment arrangements | — | 2,082 | — | — | — | |||||||||||||||||||||||||||
| Ending Balance, September 30, 2026 | 84,299 | 361,071 | 16,108 | 500 | 2 | |||||||||||||||||||||||||||
Beginning balance, January 1, 2025 | 92,057 | 331,490 | 17,107 | 500 | 2 | |||||||||||||||||||||||||||
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 SVS | — | 473 | (473) | — | — | |||||||||||||||||||||||||||
| Issuances related to employee taxes on certain share-based payment arrangements | — | 733 | — | — | — | |||||||||||||||||||||||||||
| Issuance of shares for consulting services | — | 543 | — | — | — | |||||||||||||||||||||||||||
| Ending Balance, September 30, 2025 | 87,299 | 340,487 | 16,634 | 500 | 2 | |||||||||||||||||||||||||||
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”)
7 See Note 8 “Business Combinations and Asset Acquisitions” for additional information
(c) Distribution to NCI Holders
Tax distributions are based off the tax rate determined by the Company (which is currently the highest U.S. individual income tax rate) applied to taxable income generated from Cresco Labs, LLC, 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.
As of September 30, 2026, the Company had an asset of $11.9 million for tax-related distributions to 2026 and 2025 unit holders of Cresco Labs, LLC and other minority interest holders. As of December 31, 2025, the Company had an asset of $11.3 million for tax-related distributions to the 2025 and 2024 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 2025 and 2024 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 2026 and 2025 unit holders of Cresco Labs, LLC and other minority holders during the three and nine months ended September 30, 2026. Similarly, the Company declared and paid required tax distribution amounts to 2025 and 2024 unit holders of Cresco Labs, LLC and other minority interest holders during the three and nine months ended September 30, 2025.
15
Cresco Labs Inc. Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the Three and Nine Months Ended September 30, 2026 and 2025 | ||
(d) Changes in Ownership and NCI
During the nine months ended September 30, 2026, redemptions of 1.0 million Redeemable Units occurred, which were converted into an equivalent number of SVS. The redemptions resulted in a decrease of 0.4% in NCI in Cresco Labs, LLC for the period. There were no redemptions of Redeemable Units during the three months ended September 30, 2026.
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. These redemptions resulted in a decrease of 0.4% and 1.9% in NCI in Cresco Labs, LLC for the period.
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, 2026 and 2025 were as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| ($ in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Net loss attributable to Cresco Labs Inc. | $ | (12,441) | $ | (17,054) | $ | (8,717) | $ | (47,820) | ||||||||||||||||||
| Changes in Cresco Labs Inc. equity due to redemptions of Cresco Labs, LLC units: | ||||||||||||||||||||||||||
| Share capital | — | 1,024 | 1,360 | 3,931 | ||||||||||||||||||||||
| Accumulated deficit | — | (2,014) | (2,457) | (8,681) | ||||||||||||||||||||||
Total change from net loss attributable to Cresco Labs Inc. and change in ownership interest in Cresco Labs, LLC. | $ | (12,441) | $ | (18,044) | $ | (9,814) | $ | (52,570) | ||||||||||||||||||
NOTE 7. 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, 2026 and 2025:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| ($ in thousands, except per share amounts) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Numerator: | ||||||||||||||||||||||||||
| Net loss | $ | (14,533) | $ | (21,968) | $ | (16,178) | $ | (51,095) | ||||||||||||||||||
| Less: Net loss attributable to NCI, net of tax | (2,092) | (4,914) | (7,461) | (3,275) | ||||||||||||||||||||||
| Net loss attributable to Cresco Labs Inc. | $ | (12,441) | $ | (17,054) | $ | (8,717) | $ | (47,820) | ||||||||||||||||||
| Denominator: | ||||||||||||||||||||||||||
| Weighted-average basic and diluted shares outstanding | 372,901,878 | 355,538,392 | 369,369,174 | 353,378,175 | ||||||||||||||||||||||
| Loss per Share: | ||||||||||||||||||||||||||
| Basic and diluted loss per share | $ | (0.03) | $ | (0.05) | $ | (0.02) | $ | (0.14) | ||||||||||||||||||
16
Cresco Labs Inc. Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the Three and Nine Months Ended September 30, 2026 and 2025 | ||
For the three and nine months ended September 30, 2026 and 2025 weighted-average 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. Weighted-average potentially dilutive shares for the three and nine months ended September 30, 2026 and 2025, consisted of the following:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (shares in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Redeemable Units | 84,299 | 87,741 | 84,350 | 89,133 | ||||||||||||||||||||||
| Stock options | 24,615 | 26,198 | 21,391 | 26,546 | ||||||||||||||||||||||
| RSUs | 26,544 | 15,682 | 27,391 | 13,196 | ||||||||||||||||||||||
| Total potentially dilutive shares | 135,458 | 129,621 | 133,132 | 128,875 | ||||||||||||||||||||||
NOTE 8. BUSINESS COMBINATIONS AND ASSET ACQUISITIONS | ||
(a)Business Combinations and Asset Acquisitions
On March 9, 2026, a VIE of the Company entered into multiple agreements to acquire four (4) dispensaries. On June 8, 2026, a VIE of the Company entered into multiple agreements that went into effect to operate one (1) additional dispensary. The costs associated with these transactions were $0.7 million. The expenses are recorded as selling, general and administrative expense in the Unaudited Condensed Interim Consolidated Statements of Operations for the three and nine months ended September 30, 2026. See Note 14 “Variable Interest Entities” for additional information.
On January 30, 2026, to support the Company’s expanding national presence, a wholly-owned subsidiary of the Company entered into multiple agreements to acquire 100% of the outstanding equity interests in PharmaCann Penn, LLC (“PharmaCann”), which operates nine (9) retail medical marijuana dispensaries in Pennsylvania. On April 12, 2026, the Company entered into an agreement covering operation of these dispensaries and resulting in consolidation of PharmaCann. On September 1, 2026, the Company completed the business combination of PharmaCann for total consideration of $46.9 million. The costs associated with this transaction were $0.1 million. The expenses are recorded as selling, general and administrative expense in the Unaudited Condensed Interim Consolidated Statements of Operations for the three and nine months ended September 30, 2026.
As of September 30, 2026, the Company recorded preliminary estimates of the fair value of assets and liabilities assumed. Balances are subject to change during the measurement period, which will conclude at the earlier of the date the Company receives the information it is seeking about the facts and circumstances that existed as of the date of business combination, learns that more information is not obtainable, or one year following the date of business combination. Any changes to the preliminary estimates of the fair value of the assets and liabilities assumed will be recorded as adjustments to those assets and liabilities, and residual amounts will be allocated to goodwill. Goodwill primarily represents the expected synergies from combining operations, the value of the assembled workforce, anticipated future growth opportunities, and the ability to expand the Company's retail footprint. During the three months ended September 30, 2026, the Company recorded measurement period adjustments related to deferred consideration in the PharmaCann business combination, which resulted in a $1.0 million decrease in goodwill. During the nine months ended September 30, 2026, the Company recorded an immaterial measurement period adjustment related to changes in the valuation of certain assets, which resulted in a decrease in goodwill related to the March 9, 2026 business combination. As of September 30, 2026, the Company has $12.8 million in goodwill recorded in connection with the dispensary business combinations that is expected to be tax deductible.
17
Cresco Labs Inc. Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the Three and Nine Months Ended September 30, 2026 and 2025 | ||
The table below summarizes the total consideration and net identifiable assets and liabilities assumed in connection with the dispensary business combinations during the three and nine months ended September 30, 2026:
| ($ in thousands) | March 9, 2026 Business Combination | PharmaCann Business Combination | June 8, 2026 Asset Acquisition | |||||||||||||||||
| Total consideration: | ||||||||||||||||||||
| Shares issued | $ | 5,985 | $ | — | $ | 1,154 | ||||||||||||||
| Cash | 2,026 | 5,000 | 313 | |||||||||||||||||
| Deferred consideration, short-term | 4,797 | 34,084 | 1,053 | |||||||||||||||||
| Deferred consideration, long-term | — | 7,441 | — | |||||||||||||||||
| Unsecured promissory note | 1,552 | — | 332 | |||||||||||||||||
| Pre-existing relationship - Accounts receivable | 327 | 338 | 80 | |||||||||||||||||
| Total consideration | $ | 14,687 | $ | 46,863 | $ | 2,932 | ||||||||||||||
Net identifiable assets (liabilities) | ||||||||||||||||||||
| Cash | $ | 164 | $ | 49 | $ | 115 | ||||||||||||||
| Inventory | 2,938 | 3,816 | 484 | |||||||||||||||||
| Other current assets | 242 | 236 | — | |||||||||||||||||
| Property and equipment, net | 2 | 3,671 | 36 | |||||||||||||||||
| Right-of-use assets - operating, net | 4,031 | 4,540 | 1,226 | |||||||||||||||||
| Licenses | 11,000 | 25,300 | 2,800 | |||||||||||||||||
| Customer relationships | 1,400 | 6,400 | — | |||||||||||||||||
Total identifiable assets | $ | 19,777 | $ | 44,012 | $ | 4,661 | ||||||||||||||
| Accounts payable | $ | (1,569) | $ | (3,619) | $ | (316) | ||||||||||||||
| Accrued liabilities | (357) | (548) | (93) | |||||||||||||||||
| Operating lease liabilities | (4,031) | (4,940) | (1,226) | |||||||||||||||||
| Total identifiable liabilities assumed | $ | (5,957) | $ | (9,107) | $ | (1,635) | ||||||||||||||
| Purchase price allocation | ||||||||||||||||||||
Net identifiable assets | $ | 13,820 | $ | 34,905 | $ | 3,026 | ||||||||||||||
| Goodwill | 867 | 11,958 | — | |||||||||||||||||
| Gain from asset acquisition | — | — | (94) | |||||||||||||||||
| Total consideration | $ | 14,687 | $ | 46,863 | $ | 2,932 | ||||||||||||||
The Company calculated, on a pro-forma basis, the combined results as if the business combinations and asset acquisition had occurred on January 1, 2026. These unaudited pro forma results are not necessarily indicative of either the actual consolidated results had the acquisition occurred as of January 1, 2026, or of the future operating results.
Total unaudited pro-forma Revenue and Net loss for the combined company for the nine months ended September 30, 2026, was $517.5 million and $13.8 million, respectively.
18
Cresco Labs Inc. Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the Three and Nine Months Ended September 30, 2026 and 2025 | ||
For the three months ended September 30, 2026, Revenue and Net income from the business combinations and asset acquisition was $19.0 million and $3.4 million, respectively. For the nine months ended September 30, 2026, Revenue and Net income from the business combinations and asset acquisition was $37.8 million and $11.9 million, respectively.
(b)Deferred and Contingent Considerations
As of September 30, 2026, the Company has $2.6 million in total short-term deferred consideration, in connection with the March 9, 2026 dispensary business combination. The deferred consideration consists of monthly payments with a final cash payment and issuance of 1.5 million shares expected to be paid within twelve months. The face value of this deferred consideration approximates fair value.
As of September 30, 2026, the Company has $0.8 million in total short-term deferred consideration, in connection with the June 8, 2026 dispensary asset acquisition. The deferred consideration consists of monthly payments with a final cash payment and issuance of 0.3 million shares expected to be paid within twelve months. The face value of this deferred consideration approximates fair value.
As of September 30, 2026, the Company has no deferred consideration in connection with the PharmaCann business combination as a result of the transaction closing on September 1, 2026, triggering the closing day cash payment and closing payment note. Please see “Unsecured Promissory Notes” within Note 9 “Long-term Notes and Loans Payable, Net” for additional details related to the closing payment note.
As of September 30, 2026 and December 31, 2025, the Company had no short-term contingent consideration and $0.9 million, respectively, related to Keystone Integrated Care, LLC (“Keystone”). As of September 30, 2026, the Company determined that the probability of payout of the Keystone contingent consideration was zero. The change in fair value is recognized in Other income (expense), net in the Unaudited Condensed Interim Consolidated Statements of Operations.
As of September 30, 2026, the Company had $1.6 million and $6.5 million in short-term and long-term deferred consideration, respectively, related to Valley Agriceuticals, LLC (“Valley Ag”), compared to $1.7 million and $5.8 million of short-term and long-term deferred consideration, respectively, related to Valley Ag as of December 31, 2025. The total estimated liability for Valley Ag is based on the present value of expected payments associated with future cash flows.
Please see Note 13 “Financial Instruments and Financial Risk Management” for additional details related to deferred and contingent considerations.
19
Cresco Labs Inc. Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the Three and Nine Months Ended September 30, 2026 and 2025 | ||
NOTE 9. LONG-TERM NOTES AND LOANS PAYABLE, NET | ||
The following table represents the Company’s Long-term notes and loans payable, net balances as of September 30, 2026 and December 31, 2025:
| ($ in thousands) | September 30, 2026 | December 31, 2025 | ||||||||||||
| Senior Secured Term Loan | $ | 325,000 | $ | 325,000 | ||||||||||
| Revolving Credit Facility | 28,411 | — | ||||||||||||
| Mortgage Loans | 19,856 | 20,161 | ||||||||||||
Short-term borrowings and interest payable, net | 8,151 | 7,484 | ||||||||||||
| Financing liability | 88,536 | 91,009 | ||||||||||||
| Unsecured Promissory Notes | 12,000 | 1,250 | ||||||||||||
| Total borrowings and interest payable | $ | 481,954 | $ | 444,904 | ||||||||||
| Less: Unamortized discount and debt issuance costs | (16,369) | (17,025) | ||||||||||||
Less: Short-term borrowings and interest payable, net | (8,151) | (7,484) | ||||||||||||
| Less: Current portion of financing liability | (3,883) | (3,300) | ||||||||||||
| Total Long-term notes and loans payable, net | $ | 453,551 | $ | 417,095 | ||||||||||
(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, were used to retire the then existing Senior Loan, reducing total debt.
The Senior Secured Term Loan accrues interest at 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, 2026, 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 16 “Interest Expense, Net”.
(b)Revolving Credit Facility
On June 5, 2026, the Company closed on a credit agreement providing the Company with a $50.0 million Revolving Credit Facility (the “Revolver”). Borrowings under the Revolver are available to fund growth initiatives, acquisitions, and general corporate purposes. The Revolver is secured by various property owned by the Company and accrues interest at a rate of 7.99% with a stated maturity date of August 13, 2030.
20
Cresco Labs Inc. Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the Three and Nine Months Ended September 30, 2026 and 2025 | ||
The Company initially drew down $1.4 million of the Revolver to pay debt issuance costs and elected to capitalize the approximately $2.0 million of total debt issuance costs as a deferred asset and amortize them on a straight-line basis over the term of the Revolver. During the three months ended September 30, 2026, the Company drew down an additional $27.0 million of the Revolver to fund growth initiatives and acquisitions.
The Revolver also contains certain covenants that restrict the Company’s actions, 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. This minimum cash balance is not cumulative to the minimum cash balance held under the Senior Secured Term Loan. As of September 30, 2026, the Company was in compliance with all covenants.
(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 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 contain certain affirmative and negative covenants which restrict the actions of Ellenville during the term of the loan.
On October 3, 2025, the Company amended the Mortgage Loans, extending the interest-only payment period through October 1, 2026. All other terms of the Mortgage Loans remain the same.
As of September 30, 2026 and December 31, 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 16 “Interest Expense, Net”.
(d) Financing Liabilities
As of September 30, 2026, the Company has additional financing liabilities for which the incremental borrowing rates range from 11.3% to 17.5% with remaining terms between 3.3 and 13.8 years, consistent with the underlying lease liabilities. The interest expense associated with financing liabilities is discussed in Note 16 “Interest Expense, Net”.
(e) Unsecured Promissory Notes
On September 1, 2026, in connection with the business combination of PharmaCann, the Company issued a $8.5 million unsecured promissory note. The note bears interest at 6.0% per annum, payable quarterly in cash, and matures on September 1, 2028. Prepayment is permitted without penalty. The note has an effective interest rate of 13.2%.
On June 8, 2026, the Company issued a $0.4 million unsecured promissory note. The note bears interest at 8.0% per annum, capitalized to principal on each anniversary, with principal and accrued interest due 36 months post-closing. Prepayment is permitted without penalty. The note has an effective interest rate of 14.3%.
On March 9, 2026, the Company issued a $1.8 million unsecured promissory note. The note bears interest at 8.0% per annum, capitalized to principal on each anniversary, with principal and accrued interest due 36 months post-closing. Prepayment is permitted without penalty. The note has an effective interest rate of 13.3%.
On December 8, 2025, the Company issued a $1.3 million unsecured promissory note. The note bears interest at 8.0% per annum, payable quarterly, with principal and accrued interest due 18 months post-closing. Prepayment is permitted without penalty. The note has an effective interest rate of 13.2%.
21
Cresco Labs Inc. Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the Three and Nine Months Ended September 30, 2026 and 2025 | ||
NOTE 10. DISAGGREGATION OF REVENUE | ||
The following table represents the Company’s disaggregated revenue by source, due to the Company’s contracts with its customers, for the three and nine months ended September 30, 2026 and 2025:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| ($ in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Wholesale | $ | 51,872 | $ | 59,105 | $ | 152,879 | $ | 167,073 | ||||||||||||||||||
| Retail | 120,910 | 105,808 | 344,569 | 327,221 | ||||||||||||||||||||||
| Revenues, net | $ | 172,782 | $ | 164,913 | $ | 497,448 | $ | 494,294 | ||||||||||||||||||
NOTE 11. RELATED PARTY TRANSACTIONS | ||
(a)Transactions with Key Management Personnel and Certain Board Members
As of September 30, 2026 and December 31, 2025, related parties, including key management personnel and certain board members, hold 65.9 million and 66.8 million, respectively, of Redeemable Units, which accounts for a deficit of $76.2 million and $68.9 million, respectively, in NCI. During the three months ended September 30, 2026 and 2025, the Company did not make any required tax distribution payments to unit holders of Cresco Labs, LLC which includes related parties, key management personnel and certain board members. During the nine months ended September 30, 2026 and 2025, 51.1% and 56.1%, respectively, of required tax distribution payments to unit holders of Cresco Labs, LLC were made to related parties including to key management personnel and certain board members.
(b)Related Parties – Leases
For the three and nine months ended September 30, 2026 and 2025, the Company had lease liabilities for real estate lease agreements in which the lessors have a minority interest in MedMar Inc. (“MedMar”). The lease liabilities were incurred in January 2019 and May 2020 and expire in 2027 through 2030.
Below is a summary of the expense resulting from the related party lease liabilities for the three and nine months ended September 30, 2026 and 2025:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||
| ($ in thousands) | Classification | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||
| Operating Leases | ||||||||||||||||||||||||||||||||
| Lessor has minority interest in MedMar | Rent expense | $ | 73 | $ | 73 | $ | 217 | $ | 217 | |||||||||||||||||||||||
| Finance Leases | ||||||||||||||||||||||||||||||||
| Lessor has minority interest in MedMar | Depreciation expense | $ | 76 | $ | 76 | $ | 229 | $ | 229 | |||||||||||||||||||||||
| Lessor has minority interest in MedMar | Interest expense | 36 | 46 | 114 | 142 | |||||||||||||||||||||||||||
22
Cresco Labs Inc. Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the Three and Nine Months Ended September 30, 2026 and 2025 | ||
Additionally, below is a summary of the ROU assets and lease liabilities attributable to related party leases as of September 30, 2026 and December 31, 2025:
| September 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||
| ($ in thousands) | ROU Asset | Lease Liability | ROU Asset | Lease Liability | ||||||||||||||||||||||
| Operating Leases | ||||||||||||||||||||||||||
| Lessor has minority interest in MedMar | $ | 878 | $ | 936 | $ | 1,005 | $ | 1,065 | ||||||||||||||||||
| Finance Leases | ||||||||||||||||||||||||||
| Lessor has minority interest in MedMar | $ | 889 | $ | 1,331 | $ | 1,119 | $ | 1,606 | ||||||||||||||||||
NOTE 12. 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. The Company accrued $3.4 million and $5.3 million for matters that were pending litigation as of September 30, 2026 and December 31, 2025, respectively. As of September 30, 2026 and December 31, 2025, 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. As of September 30, 2026, the Company is in discussion with certain county regulators in the state of Illinois regarding the resolution of previously overpaid fees.
(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, 2026 and December 31, 2025, 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, 2026 and December 31, 2025, the Company had total commitments of $0.3 million and $2.2 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 $5.7 million and $5.2 million as of September 30, 2026 and December 31, 2025, respectively.
NOTE 13. FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT | ||
Financial Instruments
The Company’s financial instruments are held at amortized cost (adjusted for impairment or expected credit losses (“ECL”), as applicable) or fair value. The carrying values of financial instruments held at amortized cost approximate their fair values as of September 30, 2026 and December 31, 2025, due to their nature and relatively short maturity dates. There have been no transfers into or out of Level 3 for the periods ended September 30, 2026 and December 31, 2025.
23
Cresco Labs Inc. Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the Three and Nine Months Ended September 30, 2026 and 2025 | ||
The following tables summarize the Company’s financial instruments measured at fair value as of September 30, 2026 and December 31, 2025:
September 30, 2026 | ||||||||||||||||||||||||||||||||
| ($ in thousands) | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||||||||
| Financial Assets: | ||||||||||||||||||||||||||||||||
Loans receivable, short-term1 | $ | — | $ | — | $ | 1,144 | $ | 1,144 | ||||||||||||||||||||||||
Investments2 | — | — | 533 | 533 | ||||||||||||||||||||||||||||
| Financial Liabilities: | ||||||||||||||||||||||||||||||||
| Deferred and contingent consideration, short-term | $ | — | $ | 3,393 | $ | 1,564 | $ | 4,957 | ||||||||||||||||||||||||
| Deferred and contingent consideration, long-term | — | — | 6,470 | 6,470 | ||||||||||||||||||||||||||||
Unsecured promissory notes3 | — | — | 10,540 | 10,540 | ||||||||||||||||||||||||||||
1Loans receivable, short-term is included in “Other current assets” on the Unaudited Condensed Interim Consolidated Balance Sheets.
2Investments are included in “Other non-current assets” on the Unaudited Condensed Interim Consolidated Balance Sheets.
3Unsecured promissory notes are included in “Long-term notes and loans payable, net” on the Unaudited Condensed Interim Consolidated Balance Sheets.
December 31, 2025 | ||||||||||||||||||||||||||||||||
| ($ in thousands) | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||||||||
| Financial Assets: | ||||||||||||||||||||||||||||||||
Loans receivable, short-term1 | $ | — | $ | — | $ | 1,119 | $ | 1,119 | ||||||||||||||||||||||||
Loans receivable, long-term1 | — | — | 480 | 480 | ||||||||||||||||||||||||||||
Investments2 | 33 | — | 600 | 633 | ||||||||||||||||||||||||||||
| Financial Liabilities: | ||||||||||||||||||||||||||||||||
| Deferred and contingent consideration, short-term | $ | — | $ | — | $ | 2,566 | $ | 2,566 | ||||||||||||||||||||||||
| Deferred and contingent consideration, long-term | — | — | 5,815 | 5,815 | ||||||||||||||||||||||||||||
Unsecured promissory note3 | — | — | 1,138 | 1,138 | ||||||||||||||||||||||||||||
1Loans 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.
2Investments are included in “Other non-current assets” on the Consolidated Balance Sheets.
3Unsecured promissory note included in “Long-term notes and loans payable, net” on the Consolidated Balance Sheets.
24
Cresco Labs Inc. Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the Three and Nine Months Ended September 30, 2026 and 2025 | ||
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.
Nine Months Ended September 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||
| Level 3 Fair Value Measurements | |||||||||||||||||||||||||||||||||||||||||||||||
| ($ in thousands) | Loans receivable, short-term | Loans receivable, long-term | Deferred and contingent consideration, short-term | Deferred and contingent consideration, long-term | Unsecured promissory notes | ||||||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2025 | $ | 1,119 | $ | 480 | $ | 2,566 | $ | 5,815 | $ | 1,138 | |||||||||||||||||||||||||||||||||||||
Additions1 | — | — | — | — | 1,552 | ||||||||||||||||||||||||||||||||||||||||||
Change in fair value recorded in Other income (expense), net | — | 11 | (521) | 179 | 16 | ||||||||||||||||||||||||||||||||||||||||||
| Payments / Receipts | (204) | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Other2 | 213 | (213) | (1,680) | 1,680 | — | ||||||||||||||||||||||||||||||||||||||||||
Balance as of March 31, 2026 | $ | 1,128 | $ | 278 | $ | 365 | $ | 7,674 | $ | 2,706 | |||||||||||||||||||||||||||||||||||||
Additions1 | — | — | 34,994 | 7,441 | 332 | ||||||||||||||||||||||||||||||||||||||||||
Interest income (expense) | 12 | 17 | — | — | (4) | ||||||||||||||||||||||||||||||||||||||||||
Change in fair value recorded in Other income (expense), net | — | — | 958 | 92 | — | ||||||||||||||||||||||||||||||||||||||||||
Payments / Receipts | (198) | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Other2 | 295 | (295) | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Balance as of June 30, 2026 | $ | 1,237 | $ | — | $ | 36,317 | $ | 15,207 | $ | 3,034 | |||||||||||||||||||||||||||||||||||||
Interest income | 10 | — | — | — | 65 | ||||||||||||||||||||||||||||||||||||||||||
Change in fair value recorded in Other income (expense), net | — | — | 183 | 268 | — | ||||||||||||||||||||||||||||||||||||||||||
Payments / Receipts | (103) | — | (36,500) | — | — | ||||||||||||||||||||||||||||||||||||||||||
Transfer to unsecured promissory note1 | — | — | — | (7,441) | 7,441 | ||||||||||||||||||||||||||||||||||||||||||
Other2 | — | — | 1,564 | (1,564) | — | ||||||||||||||||||||||||||||||||||||||||||
Balance as of September 30, 2026 | $ | 1,144 | $ | — | $ | 1,564 | $ | 6,470 | $ | 10,540 | |||||||||||||||||||||||||||||||||||||
1See Note 8 “Business Combinations and Asset Acquisitions” for additional details.
2Other relates to reclassifications from short-term to long-term, or long-term to short-term, due to expected timing of payment.
Nine Months Ended September 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| Level 3 Fair Value Measurements | ||||||||||||||||||||||||||||||||||||||||||||
| ($ in thousands) | Deferred and contingent consideration, short-term | Deferred and contingent consideration, long-term | ||||||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2024 | $ | 2,486 | $ | 7,736 | ||||||||||||||||||||||||||||||||||||||||
Change in fair value recorded in Other income (expense), net1 | (20) | 3 | ||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2025 | $ | 2,466 | $ | 7,739 | ||||||||||||||||||||||||||||||||||||||||
Change in fair value recorded in Other income (expense), net1 | (799) | 339 | ||||||||||||||||||||||||||||||||||||||||||
Payments2 | (500) | — | ||||||||||||||||||||||||||||||||||||||||||
Balance as of June 30, 2025 | $ | 1,167 | $ | 8,078 | ||||||||||||||||||||||||||||||||||||||||
Change in fair value recorded in Other income (expense), net1 | 428 | — | ||||||||||||||||||||||||||||||||||||||||||
Other3 | 2,306 | (2,306) | ||||||||||||||||||||||||||||||||||||||||||
Balance as of September 30, 2025 | $ | 3,901 | $ | 5,772 | ||||||||||||||||||||||||||||||||||||||||
1See Note 8 “Business Combinations and Asset Acquisitions” for additional information on deferred and contingent considerations.
2See Note 6 “Share Capital” for additional information of payments of equity-based consideration.
3Other relates to reclassifications from long-term to short-term due to expected timing of payment.
25
Cresco Labs Inc. Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the Three and Nine Months Ended September 30, 2026 and 2025 | ||
The following table presents information about the significant unobservable inputs for financial assets and liabilities measured at fair value:
Financial asset | Valuation techniques | Significant unobservable inputs | Relationship of unobservable inputs to fair value | |||||||||||||||||
Loans receivable | Discounted cash flow | 1) Discount Rate | Increase or decrease in the discount rate will result in a lower or higher fair value, respectively. | |||||||||||||||||
Financial liabilities | Valuation techniques | Significant unobservable inputs | Relationship of unobservable inputs to fair value | |||||||||||||||||
| Deferred consideration | Discounted cash flow | 1) Expected future cash flows | Increase or decrease in expected future cash flows will result in an increase or decrease in fair value. | |||||||||||||||||
| 2) Discount rate | Increase or decrease in the discount rate will result in a lower or higher fair value, respectively. | |||||||||||||||||||
| Contingent consideration | Discounted cash flow | 1) Probability and timing of consideration payment | Increase 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 rate | Increase or decrease in the discount rate will result in a lower or higher fair value, respectively. | |||||||||||||||||||
Unsecured promissory note | Discounted cash flow | 1) Discount Rate | Increase or decrease in the discount rate will result in a lower or higher fair value, respectively. | |||||||||||||||||
(a)Loans receivable, short-term
The following is a summary of Loans receivable, short-term balances and valuation classifications (discussed further below) as of September 30, 2026 and December 31, 2025:
| ($ in thousands) | Valuation classification | September 30, 2026 | December 31, 2025 | |||||||||||||||||
| Short-term loans receivable - Illinois Incubator, net of ECL | Amortized cost | $ | 640 | $ | — | |||||||||||||||
| Short-term loans receivable - Kolaboration, net of ECL | Level 3 fair value | 911 | 1,119 | |||||||||||||||||
| Total Loans receivable, short-term | $ | 1,551 | $ | 1,119 | ||||||||||||||||
During the fourth quarter of 2025, in connection with the sale of Sonoma’s Finest, the Company issued a $1.7 million loan receivable to Kolaboration Ventures Corporation (“Kolaboration”). The loan receivable has an 18-month term and interest accruing at 8.0% per annum, paid on a monthly basis. At the inception of the loan, an ECL determination was made.
26
Cresco Labs Inc. Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the Three and Nine Months Ended September 30, 2026 and 2025 | ||
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. $0.3 million in loans related to the Craft Grower License matured on July 19, 2026 without repayment. As of September 30, 2026, the Company reclassified the Craft Grower loans to long-term, as repayment is expected beyond September 30, 2027. The remaining loans of $1.0 million mature on March 20, 2027. The loans are measured at amortized cost and bear no interest. Loss on provision on short-term and long-term loans receivable is recorded in Other income (expense), net in the Unaudited Condensed Interim Consolidated Statements of Operations.
(b)Loans receivable, long-term
The following is a summary of Loans receivable, long-term balances and valuation classifications as of September 30, 2026 and December 31, 2025:
| ($ in thousands) | Valuation classification | September 30, 2026 | December 31, 2025 | |||||||||||||||||
| Long-term loans receivable - Illinois Incubator, net of ECL | Amortized cost | $ | 192 | $ | 832 | |||||||||||||||
| Long-term loans receivable - Kurvana, net of ECL | Amortized cost | 649 | 603 | |||||||||||||||||
| Long-term loans receivable - Kolaboration, net of ECL | Level 3 fair value | — | 480 | |||||||||||||||||
| Total Loans receivable, long-term | $ | 841 | $ | 1,915 | ||||||||||||||||
(c)Investments
The Company currently has investments in one (1) entity: OLD PAL LLC (“Old Pal”), a cannabis operator/licensor. Old Pal is held at fair value and classified as an equity security without a readily determinable fair value. During the three and nine months ended September 30, 2026, the Company wrote off the remaining of its 420 Capital Management, LLC investment balance of $0.1 million, as well as the remaining immaterial balance of its IM Cannabis Corp investment, which is recorded in Other income (expense), net in the Unaudited Condensed Interim Consolidated Statements of Operations.
Financial Risk Management
As of September 30, 2026 and December 31, 2025, the Company had no customers that accounted for 10% or more of the Company’s gross accounts receivable balance.
The Company’s summary of activity for allowance for expected credit losses for the nine months ended September 30, 2026 and 2025 was as follows:
| ($ in thousands) | 2026 | 2025 | ||||||||||||
| Balance at January 1 | $ | 5,021 | $ | 8,308 | ||||||||||
| Provision expense (recovery) | 102 | (652) | ||||||||||||
| Write-offs | (630) | (1,671) | ||||||||||||
Balance at September 30 | $ | 4,493 | $ | 5,985 | ||||||||||
In addition to the activity for allowance for expected credit losses presented above, the Company recorded $0.1 million of bad debt expense for both the three months ended September 30, 2026 and 2025, and $0.3 million and $1.7 million of bad debt expense for the nine months ended September 30, 2026 and 2025, respectively.
27
Cresco Labs Inc. Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the Three and Nine Months Ended September 30, 2026 and 2025 | ||
NOTE 14. VARIABLE INTEREST ENTITIES | ||||||||||||||
On November 26, 2025, the Company entered into a support service agreement with Strategic Capital and Management Services, LLC (“SCMS”). On March 9, 2026, SCMS entered into multiple agreements which will result in SCMS’s acquisition of four (4) adult-use dispensary licenses, pending regulatory approval. On June 8, 2026, SCMS’s multiple agreements went into effect to operate one (1) additional adult-use dispensary license, which will result in SCMS acquiring the dispensary, pending regulatory approval.
On February 25, 2025, the Company entered into a management service agreement (“MSA”) with KSKYAPP, LLC, holder of a Kentucky cultivation license. Similarly, on March 3, 2025, the Company entered into a MSA with BSRKYAPP, LLC, holder of a Kentucky dispensing license. On June 7, 2025, the Company entered into another MSA with RSKYAPP, LLC, holder of a Kentucky processing license.
Additionally, in 2020 the Company entered into multiple agreements with Cresco Labs Michigan, LLC.
The following table presents the summarized financial information about the Company’s consolidated VIEs, which are included in the Unaudited Condensed Interim Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025. All of these entities were determined to be VIE, as the Company possesses the power to direct activities through written agreements and is subject to the risks and rewards associated with its involvement. Amounts reflect only the third-party assets and liabilities of those VIEs and exclude intercompany balances eliminated in consolidation.
| ($ in thousands) | September 30, 2026 | December 31, 2025 | ||||||||||||
| Current assets | $ | 13,935 | $ | 20,468 | ||||||||||
| Non-current assets | 171,164 | 119,100 | ||||||||||||
| Current liabilities | (9,829) | (4,184) | ||||||||||||
| Non-current liabilities | (226,883) | (173,430) | ||||||||||||
| NCI | 3,044 | 1,759 | ||||||||||||
| Deficit attributable to Cresco Labs Inc. | 48,569 | 36,287 | ||||||||||||
The following table presents the summarized financial information about the Company’s consolidated VIEs, which are included in the Unaudited Condensed Interim Consolidated Statements of Operations for the three and nine months ended September 30, 2026 and 2025:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| ($ in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Revenue | $ | 10,159 | $ | 5,120 | $ | 24,289 | $ | 16,244 | ||||||||||||||||||
| Net loss attributable to NCI | (451) | (252) | (1,285) | (646) | ||||||||||||||||||||||
| Net loss attributable to Cresco Labs Inc. | (4,703) | (1,402) | (12,395) | (3,561) | ||||||||||||||||||||||
| Net loss | (5,154) | (1,654) | (13,680) | (4,207) | ||||||||||||||||||||||
NOTE 15. SEGMENT INFORMATION | ||
During the fourth quarter of 2025, the Company reorganized its internal reporting and realigned its operating segments following the completed sale of its Sonoma’s Finest cultivation facility and exit of the California market. The change resulted in the identification of two (2) new operating segments consolidated wholesale and consolidated retail with the Chief Executive Officer as the sole Chief Operating Decision Maker (“CODM”). As such, the segment information for prior periods has been recast to conform to current period presentation.
The Company operates in the cultivation, manufacturing, distribution, and sale of cannabis. For evaluating financial performance and allocating resources, the CODM review certain financial information presented on a consolidated basis accompanied by information disaggregated by wholesale and retail customers.
28
Cresco Labs Inc. Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the Three and Nine Months Ended September 30, 2026 and 2025 | ||
The following table reflects revenues net of discounts, significant expenses, and gross profit by segment for the three and nine months ended September 30, 2026 and 2025:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| ($ in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Wholesale | $ | 99,657 | $ | 99,957 | $ | 280,995 | $ | 294,088 | ||||||||||||||||||
| Retail | 120,910 | 105,808 | 344,569 | 327,221 | ||||||||||||||||||||||
Intersegment eliminations | (47,785) | (40,852) | (128,116) | (127,015) | ||||||||||||||||||||||
| Revenues, net | $ | 172,782 | $ | 164,913 | $ | 497,448 | $ | 494,294 | ||||||||||||||||||
| Wholesale | $ | 61,599 | $ | 57,204 | $ | 161,068 | $ | 163,534 | ||||||||||||||||||
| Retail | 79,482 | 69,201 | 222,614 | 216,528 | ||||||||||||||||||||||
| Intersegment eliminations | (47,785) | (40,852) | (128,116) | (127,015) | ||||||||||||||||||||||
| Total Cost of Goods Sold | $ | 93,296 | $ | 85,553 | $ | 255,566 | $ | 253,047 | ||||||||||||||||||
| Wholesale | $ | 38,058 | $ | 42,753 | $ | 119,927 | $ | 130,554 | ||||||||||||||||||
| Retail | 41,428 | 36,607 | 121,955 | 110,693 | ||||||||||||||||||||||
| Intersegment eliminations | — | — | — | — | ||||||||||||||||||||||
| Total Gross Profit | $ | 79,486 | $ | 79,360 | $ | 241,882 | $ | 241,247 | ||||||||||||||||||
The Company’s assets are aggregated into two reporting units wholesale and retail which aligns with its operating segments. All revenues are generated from customers in the U.S. and all assets are located in the U.S.
NOTE 16. INTEREST EXPENSE, NET | ||
Interest expense, net consisted of the following for the three and nine months ended September 30, 2026 and 2025:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| ($ in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
Interest expense – notes and loans payable1 | $ | (11,795) | $ | (10,354) | $ | (34,334) | $ | (30,288) | ||||||||||||||||||
Interest expense – financing activities1 | (2,717) | (2,809) | (8,224) | (8,478) | ||||||||||||||||||||||
Accretion of debt discount and amortization of deferred financing fees1 | (881) | (943) | (2,214) | (3,413) | ||||||||||||||||||||||
| Interest expense – leases | (659) | (731) | (2,015) | (2,215) | ||||||||||||||||||||||
| Interest income | 388 | 699 | 1,202 | 2,385 | ||||||||||||||||||||||
| Other interest expense | (2) | (2) | (113) | (6) | ||||||||||||||||||||||
| Interest expense, net | $ | (15,666) | $ | (14,140) | $ | (45,698) | $ | (42,015) | ||||||||||||||||||
1See Note 9 “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.
NOTE 17. PROVISION FOR INCOME TAXES AND DEFERRED INCOME TAXES | ||
29
Cresco Labs Inc. Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the Three and Nine Months Ended September 30, 2026 and 2025 | ||
business expenses deemed non-allowable under IRC Section 280E. However, certain states including Arizona, California, Illinois, 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.
On April 23, 2026, the U.S. Department of Justice issued an order placing FDA-approved cannabis products and cannabis products subject to qualifying state medical cannabis licenses, into Schedule III under the Controlled Substances Act. In addition, the Drug Enforcement Administration (“DEA”) announced new hearings which began on June 29, 2026. As of September 30, 2026, further guidance resulting from these hearings is still pending. As a result of these changes, only adult-use cannabis remains subject to IRC Section 280E effective April 22, 2026.
The Company continues to assess the impact of the order to its medical use cannabis business, including its federal and state tax positions and compliance obligations. The Company continues to evaluate, based on current guidance for qualifying state medical cannabis licenses, the impact on our financial statements related to its IRC Section 280E position for state-licensed medical cannabis operations, including the allocation of revenues, costs of goods sold, and operating expenses between medical and non-medical cannabis activities. As a result of the change to qualifying state licensed medical cannabis, the Company has recorded a net tax benefit of $26.7 million during the three months ended June 30, 2026. The benefit includes a $22.1 million benefit related to remeasurement of the deferred tax assets related to the tax receivable agreement, and a $4.6 million benefit from the remeasurement of other deferred tax assets and liabilities.
The Company also maintains uncertain tax positions that certain 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, 2026 and 2025, the Company recorded $8.1 million and $14.6 million, respectively, in Uncertain tax position liability on the Unaudited Condensed Interim Consolidated Balance Sheets.
The Company is treated as a United States corporation for U.S. federal income tax purposes under IRC Section 7874 and is subject to U.S. federal income tax on its worldwide income. However, for Canadian tax purposes the Company, regardless of any application of IRC Section 7874, is treated as a Canadian resident company, as defined in the Income Tax Act (Canada), for Canadian income tax purposes. As a result, the Company is subject to taxation both in Canada and the United States.
Provision for income taxes consists of the following for the three and nine months ended September 30, 2026 and 2025:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| ($ in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Loss before income taxes | $ | (4,823) | $ | (10,101) | $ | (11,214) | $ | (8,275) | ||||||||||||||||||
| Income tax expense | 9,710 | 11,867 | 4,964 | 42,820 | ||||||||||||||||||||||
| Effective tax rate | (201.3) | % | (117.5) | % | (44.3) | % | (517.5) | % | ||||||||||||||||||
NOTE 18. SUBSEQUENT EVENTS | ||
The Company has evaluated subsequent events through November 6, 2026, which is the date on which these financial statements were issued.
On October 30, 2026, the Company’s shareholders approved, and the Board of Directors authorized, the creation of a new parent company (“TopCo”), which would become the new publicly listed entity, a proposed redomicile of TopCo from British Columbia to Delaware, and an amendment to extend the sunset date of the Company’s multiple voting shares from the first to the third anniversary of a U.S. listing. The proposed transactions are intended to simplify the Company’s capital structure in advance of accessing U.S. capital markets and remain subject to the satisfaction of applicable legal and regulatory requirements, the completion of applicable corporate procedures, and the filing of the requisite governing documents.
30
Exhibit 99.2
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025
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 6, 2026 and has been prepared for the three and nine months ended September 30, 2026 and 2025. 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, 2025 and 2024, 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, 2026 and 2025. 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 Company’s 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 Company’s Annual Information Form for the year ended December 31, 2025, filed on SEDAR+ and EDGAR. As a result of many factors, the Company’s 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 Company’s Annual Information Form for the year ended December 31, 2025, filed on SEDAR+ and EDGAR.
OVERVIEW OF THE COMPANY
Incorporated on July 6, 1990, in the Province of British Columbia, Cresco Labs 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.
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 6, 2026, the Company operates a total of eighty-nine (89) open dispensaries, which includes six (6) retail partner locations where we provide operational support to our licensed retail partners, 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 Illinois, Massachusetts, Michigan, New York, and Ohio have adult-use cannabis programs.
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.
1
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.
2The High Supply®, Good News®, Wonder Wellness Co.®, and FloraCal® Farms brands maintain federal trademark registrations for apparel and multiple state trademark registrations.
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, 2026 and 2025.
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 2025 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 6, 2026, 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 2025 Annual MD&A filed on 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, 2025, filed on SEDAR+ and EDGAR. Additional information relating to the Company, including the Company’s Annual Information Form for the year ended December 31, 2025, is available on SEDAR+ at www.sedarplus.ca.
RECENT DEVELOPMENTS
On October 30, 2026, the Company’s shareholders approved, and the Board of Directors authorized, the creation of a new parent company (“TopCo”), which would become the new publicly listed entity, a proposed redomicile of TopCo from British Columbia to Delaware, and an amendment to extend the sunset date of the Company’s multiple voting shares from the first to the third anniversary of a U.S. listing. The proposed transactions are intended to simplify the Company’s capital structure in advance of accessing U.S. capital markets and remain subject to the satisfaction of applicable legal and regulatory requirements, the completion of applicable corporate procedures, and the filing of the requisite governing documents.
On June 5, 2026, the Company closed on a credit agreement providing the Company with a $50.0 million Revolving Credit Facility (the “Revolver”). Borrowings under the Revolver are available to fund growth initiatives, acquisitions, and general corporate purposes. The Revolver accrues interest at a rate of 7.99% and has a stated maturity date of August 13, 2030. As of September 30, 2026, the Company has drawn $28.4 million under the Revolver.
2
On April 23, 2026, the Justice Department and the Drug Enforcement Administration announced the issuance of an order immediately placing both Food and Drug Administration-approved products containing marijuana and marijuana products regulated by a qualifying state medical marijuana license in Schedule III of the Controlled Substances Act, as well as the initiation of an expedited administrative hearing process to consider the broader rescheduling of marijuana from Schedule I to Schedule III. The administrative hearing process commenced on June 29, 2026 and concluded on July 15, 2026. Following the conclusion of the hearing process, the broader rescheduling proposal remains subject to the ongoing administrative rulemaking process, and the timing and outcome remain uncertain.
On March 9, 2026, a VIE of the Company entered into multiple agreements to acquire four (4) dispensaries. Total consideration is an estimated $14.7 million, subject to certain closing adjustments. Subsequently, on June 8, 2026, a VIE of the Company entered into multiple agreements that went into effect to operate one (1) additional adult-use dispensary for total consideration of an estimated $2.9 million, subject to certain closing adjustments.
During the first quarter of 2026, the Company entered into multiple agreements to acquire 100% of the outstanding equity interests in PharmaCann Penn, LLC (“PharmaCann”), which operates nine (9) retail medical marijuana dispensaries in Pennsylvania. On April 12, 2026, the Company entered into an agreement covering operation of these dispensaries and resulting in consolidation of PharmaCann. On September 1, 2026, the Company completed the business combination of PharmaCann for total consideration of $46.9 million.
COMPONENTS OF OUR RESULTS OF OPERATIONS
Revenue
For the three months ended September 30, 2026 and 2025, approximately 70.0% and 64.2%, 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 30.0% and 35.8%, respectively, for the same periods. Sales discounts were approximately 32.4% and 28.7% of gross revenue for the three months ended September 30, 2026 and 2025, respectively. For the nine months ended September 30, 2026 and 2025, approximately 69.3% and 66.2%, respectively, of our revenue was derived from Company-owned retail dispensary locations. Revenue from the wholesale of cannabis products represents the remaining 30.7% and 33.8%, respectively, for the same periods. Sales discounts were approximately 31.6% and 29.2% of gross revenue for the nine months ended September 30, 2026 and 2025, respectively.
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.
3
Selling, general, and administrative expenses (“SG&A”)
SG&A consist of employee salary and benefit costs, depreciation and amortization, professional and legal fees, finance costs, 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, 2026 and 2025, SG&A was comprised of the following:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| ($ in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Salaries and benefits | $ | 33,671 | $ | 31,282 | $ | 100,961 | $ | 98,465 | ||||||||||||||||||
| Occupancy and facility expense | 7,661 | 6,958 | 21,220 | 20,862 | ||||||||||||||||||||||
Depreciation and amortization | 7,392 | 5,636 | 19,268 | 15,212 | ||||||||||||||||||||||
Professional and legal fees | 4,161 | 3,163 | 17,820 | 11,094 | ||||||||||||||||||||||
| Selling and marketing expense | 3,523 | 2,861 | 10,080 | 7,996 | ||||||||||||||||||||||
| Office and general expense | 3,254 | 2,178 | 8,543 | 7,340 | ||||||||||||||||||||||
Share-based compensation | 3,695 | 1,891 | 11,958 | 5,998 | ||||||||||||||||||||||
| Other expense | 5,467 | 5,198 | 16,836 | 15,091 | ||||||||||||||||||||||
| Total SG&A | $ | 68,824 | $ | 59,167 | $ | 206,686 | $ | 182,058 | ||||||||||||||||||
Other income (expense), net
Other income (expense), net consists mainly of recurring gains (losses) on investments, foreign currency, loss on provision for loan receivables, gain (loss) on disposition of assets, changes in fair value of deferred and contingent consideration, 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 income (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, 2026 and 2025, Other income (expense), net consisted of the following:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| ($ in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Loss on debt extinguishment | $ | — | $ | (16,363) | $ | — | $ | (16,363) | ||||||||||||||||||
| Loss on disposal of assets | (73) | (1,422) | (2,005) | (2,227) | ||||||||||||||||||||||
| (Loss) gain on foreign currency | (24) | 227 | 393 | (415) | ||||||||||||||||||||||
| (Loss) gain on provision - loan receivable | (84) | 27 | (505) | (88) | ||||||||||||||||||||||
| Changes in fair value of deferred and contingent considerations | (450) | (428) | (1,159) | 62 | ||||||||||||||||||||||
| Gain on asset acquisition | — | — | 228 | — | ||||||||||||||||||||||
| Other income, net | 812 | 4,170 | 2,336 | 5,212 | ||||||||||||||||||||||
| Other income (expense), net | $ | 181 | $ | (13,789) | $ | (712) | $ | (13,819) | ||||||||||||||||||
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.
4
For the three and nine months ended September 30, 2026 and 2025, Interest expense, net consisted of the following:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| ($ in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Interest expense – notes and loans payable | $ | (11,795) | $ | (10,354) | $ | (34,334) | $ | (30,288) | ||||||||||||||||||
| Interest expense – financing activities | (2,717) | (2,809) | (8,224) | (8,478) | ||||||||||||||||||||||
| Accretion of debt discount and amortization of deferred financing fees | (881) | (943) | (2,214) | (3,413) | ||||||||||||||||||||||
| Interest expense – leases | (659) | (731) | (2,015) | (2,215) | ||||||||||||||||||||||
| Interest income | 388 | 699 | 1,202 | 2,385 | ||||||||||||||||||||||
Other interest expense | (2) | (2) | (113) | (6) | ||||||||||||||||||||||
| Interest expense, net | $ | (15,666) | $ | (14,140) | $ | (45,698) | $ | (42,015) | ||||||||||||||||||
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 tax purposes. Under IRC Section 280E, the Company is only allowed to deduct expenses directly related to the COGS for operations relating to adult-use cannabis. Effective April 22, 2026, SG&A and COGS expenses are deductible for operations relating to medical cannabis. This results in permanent differences between ordinary and necessary business expenses deemed non-allowable under IRC Section 280E.
However, beginning in 2024, the Company began taking an uncertain tax position on its tax returns (beginning with 2023 originally filed tax returns) 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. The Company continues to take this position for the full year 2026 for both state licensed medical and adult-use cannabis. Additionally, certain states including Arizona, California, Illinois, 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.
The April 2026 federal rescheduling order has a material effect on our future results of operations, cash flows, and liquidity, particularly because it eliminates the application of IRC Section 280E to our state-licensed medical cannabis operations effective April 22, 2026. Such impact depends on, among other things, the scope of our qualifying medical cannabis activities, our ability to substantiate deductions attributable to those activities, future Treasury, Internal Revenue Service, Department of Justice, Drug Enforcement Administration (“DEA”), and state regulatory guidance, and the outcome of pending DEA proceedings regarding broader rescheduling for adult-use cannabis. The Company has adjusted its income tax provision during the quarter ended June 30, 2026 to reflect an effective date of April 22, 2026 for state-licensed medical cannabis no longer being subject to IRC Section 280E. We continue to wait for guidance on whether the change to medical cannabis will be applied retroactively and for the results of the rescheduling hearings for adult-use cannabis. As more guidance becomes available, we will continue to evaluate whether to file amended returns and whether changes to our systems, controls, and cost allocation methodologies are required. At this time, we cannot be certain of the amount of tax benefit that will be realized, that the order will improve our access to capital or banking services, or that additional federal regulatory changes will occur.
5
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 2025 results of operations and comparison with fiscal 2024 results of operations, please refer to “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” filed on SEDAR+ on March 5, 2026 and EDGAR on March 6, 2026.
Summary of Unaudited Quarterly Results
| ($ in thousands, except per share amounts) | 2026 | 2025 | 2024 | |||||||||||||||||||||||||||||||||||||||||
| Q3 | Q2 | Q1 | Q4 | Q3 | Q2 | Q1 | Q4 | |||||||||||||||||||||||||||||||||||||
| Revenues, net | $ | 172,782 | $ | 173,341 | $ | 151,325 | $ | 161,553 | $ | 164,913 | $ | 163,624 | $ | 165,757 | $ | 175,909 | ||||||||||||||||||||||||||||
| Income (loss) from operations | 10,662 | 13,361 | 11,173 | (75,545) | 17,828 | 16,141 | 13,589 | 19,406 | ||||||||||||||||||||||||||||||||||||
| Net (loss) income attributable to Cresco Labs Inc. | (12,441) | 16,796 | (13,072) | (87,588) | (17,054) | (16,334) | (14,432) | (4,372) | ||||||||||||||||||||||||||||||||||||
| Basic EPS | $ | (0.03) | $ | 0.05 | $ | (0.04) | $ | (0.25) | $ | (0.05) | $ | (0.05) | $ | (0.04) | $ | (0.01) | ||||||||||||||||||||||||||||
| Diluted EPS | (0.03) | 0.04 | (0.04) | (0.25) | (0.05) | (0.05) | (0.04) | (0.01) | ||||||||||||||||||||||||||||||||||||
Results of Operations
Three Months Ended September 30, 2026 Compared to the Three Months Ended September 30, 2025
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 unaudited consolidated financial information set out below may not be indicative of the Company’s future performance:
| Three Months Ended September 30, | ||||||||||||||||||||||||||
| ($ in thousands) | 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||||
| Revenues, net | $ | 172,782 | $ | 164,913 | $ | 7,869 | 4.8 | % | ||||||||||||||||||
| Cost of goods sold | 93,296 | 85,553 | 7,743 | 9.1 | % | |||||||||||||||||||||
| Gross profit | 79,486 | 79,360 | 126 | 0.2 | % | |||||||||||||||||||||
| Selling, general, and administrative | 68,824 | 59,167 | 9,657 | 16.3 | % | |||||||||||||||||||||
| Impairment loss | — | 2,365 | (2,365) | (100.0) | % | |||||||||||||||||||||
| Total operating expenses | 68,824 | 61,532 | 7,292 | 11.9 | % | |||||||||||||||||||||
| Total other expense, net | (15,485) | (27,929) | 12,444 | (44.6) | % | |||||||||||||||||||||
| Income tax expense | (9,710) | (11,867) | 2,157 | (18.2) | % | |||||||||||||||||||||
Net loss1 | $ | (14,533) | $ | (21,968) | $ | 7,435 | (33.8) | % | ||||||||||||||||||
1Net loss includes amounts attributable to non-controlling interests.
Revenues, net
Revenue for the three months ended September 30, 2026, increased $7.9 million, or 4.8%, compared to the three months ended September 30, 2025. The increase in revenue was primarily driven by dispensary acquisitions in Pennsylvania, retail and wholesale growth in Ohio due to new store openings. The increase was partially offset by reduced operations in California compared to the prior year period as well as price compression and increased competition in Illinois.
6
COGS and Gross profit
COGS for the three months ended September 30, 2026, increased $7.7 million, or 9.1%, compared to the three months ended September 30, 2025. The increase was primarily attributable to increased sales in Pennsylvania driven by dispensary acquisitions as well as increased production in Ohio to meet demand and higher costs in Massachusetts, partially offset by reduced operations in California compared to the prior year period.
Gross profit increased by $0.1 million, or 0.2%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025. The increase in gross profit was primarily driven by increased sales in Pennsylvania and Ohio, partially offset by lower gross profit in certain higher margin states. As a percentage of revenue, gross profit was 46.0% and 48.1% for the three months ended September 30, 2026 and September 30, 2025, respectively. The decrease in gross profit as a percentage of revenue was driven by compressed margins from higher margin states.
Total operating expenses
Total operating expenses for the three months ended September 30, 2026, increased $7.3 million, or 11.9%, compared to the three months ended September 30, 2025. The increase was primarily attributable to increased operations from acquisitions and capital expenditures resulting in increases in other operating expenses. The increase was partially offset by $2.4 million of impairment charges recognized during the three months ended September 30, 2025, with no impairment charges recognized for the three months ended September 30, 2026.
Total other expense, net
Total other expense, net for the three months ended September 30, 2026, decreased $12.4 million, or 44.6%, compared to the three months ended September 30, 2025. The decrease was primarily attributable to a loss on debt extinguishment recognized during the three months ended September 30, 2025 as a result of the Company retiring its Senior Loan, with no loss on debt extinguishment recognized during the three months ended September 30, 2026. The decrease was partially offset by an increase in interest expense recognized during the three months ended September 30, 2026 compared to the prior year period.
Provision for income taxes
Income tax expense for the three months ended September 30, 2026 was $9.7 million, compared to $11.9 million of income tax expense for the three months ended September 30, 2025. The $2.2 million change was primarily a result of the change to qualifying state licensed medical cannabis.
Net loss
Net loss for the three months ended September 30, 2026, decreased $7.4 million compared to the three months ended September 30, 2025. The change was primarily driven by a decrease in total other expense, net discussed above.
Nine Months Ended September 30, 2026 Compared to the Nine Months Ended September 30, 2025
The following tables set forth selected consolidated financial information for the periods indicated that are derived from our Unaudited Condensed Interim Consolidated Financial Statements and the respective accompanying notes prepared in accordance with GAAP.
7
The selected consolidated financial information set out below may not be indicative of the Company’s future performance:
| Nine Months Ended September 30, | ||||||||||||||||||||||||||
| ($ in thousands) | 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||||
| Revenues, net | $ | 497,448 | $ | 494,294 | $ | 3,154 | 0.6 | % | ||||||||||||||||||
| Cost of goods sold | 255,566 | 253,047 | 2,519 | 1.0 | % | |||||||||||||||||||||
| Gross profit | 241,882 | 241,247 | 635 | 0.3 | % | |||||||||||||||||||||
| Selling, general, and administrative | 206,686 | 182,058 | 24,628 | 13.5 | % | |||||||||||||||||||||
| Impairment loss | — | 11,630 | (11,630) | (100.0) | % | |||||||||||||||||||||
| Total operating expenses | 206,686 | 193,688 | 12,998 | 6.7 | % | |||||||||||||||||||||
| Total other expense, net | (46,410) | (55,834) | 9,424 | (16.9) | % | |||||||||||||||||||||
| Income tax expense | (4,964) | (42,820) | 37,856 | (88.4) | % | |||||||||||||||||||||
Net loss1 | $ | (16,178) | $ | (51,095) | $ | 34,917 | (68.3) | % | ||||||||||||||||||
Revenues, net
Revenue for the nine months ended September 30, 2026, increased $3.2 million, or 0.6%, compared to the nine months ended September 30, 2025. The increase in revenue was primarily driven by retail growth in Pennsylvania due to dispensary acquisitions, retail and wholesale growth in Ohio due to new store openings and market expansion, as well as wholesale growth in Massachusetts. The increase was partially offset by reduced operations in California compared to the prior year period as well as increased competition and price compression in the Illinois retail and wholesale markets, Florida retail market, Pennsylvania wholesale market, and disruption in the Michigan market following the introduction of an excise tax.
COGS and Gross profit
COGS for the nine months ended September 30, 2026, increased $2.5 million, or 1.0%, compared to the nine months ended September 30, 2025. The increase was primarily attributable to increased sales in Pennsylvania driven by dispensary acquisitions as well as increased sales in Massachusetts. The increase in COGS was partially offset by reduced operations in California compared to the prior year period.
Gross profit increased by $0.6 million, or 0.3%, for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. The slight increase in gross profit was primarily driven by increased sales in Ohio, partially offset by lower sales in Illinois and lower gross profit in Michigan. As a percentage of revenue, gross profit was 48.6% and 48.8% for the nine months ended September 30, 2026 and September 30, 2025, respectively. The slight decrease in gross profit as a percentage of revenue was driven by margin compression from higher margin states.
Total operating expenses
Total operating expenses for the nine months ended September 30, 2026, increased $13.0 million, or 6.7%, compared to the nine months ended September 30, 2025. The increase was primarily attributable to an increase in professional and legal fees, share-based compensation, depreciation and amortization, salaries and benefits, and selling and marketing expenses. The increase was partially offset by $11.6 million of impairment charges recognized for the nine months ended September 30, 2025, with no impairment charges recognized during the nine months ended September 30, 2026.
Total other expense, net
Total other expense, net for the nine months ended September 30, 2026, decreased $9.4 million, or 16.9%, compared to the nine months ended September 30, 2025. The decrease was primarily attributable to a loss on debt extinguishment recognized during the nine months ended September 30, 2025 as a result of the Company retiring its Senior Loan, with no loss on debt extinguishment recognized during the nine months ended September 30, 2026. The decrease was partially offset by an increase in interest expense recognized during the nine months ended September 30, 2026 compared to the prior year period.
8
Provision for income taxes
Income tax expense for the nine months ended September 30, 2026 was $5.0 million, compared to $42.8 million of income tax expense for the nine months ended September 30, 2025. The $37.9 million change was primarily a result of the change to qualifying state licensed medical cannabis.
Net loss
Net loss for the nine months ended September 30, 2026, decreased $34.9 million compared to the nine months ended September 30, 2025. The decrease in net loss was primarily driven by the decrease in income tax expense discussed above.
NON-GAAP FINANCIAL MEASURES
Earnings before interest, taxes, depreciation, and amortization (“EBITDA”) and Adjusted EBITDA (defined below) are non-GAAP financial measures and do not have standardized definitions under GAAP and may not be comparable to similar measures presented by other issuers. The Company has provided the non-GAAP financial measures, which are not calculated or presented in accordance with GAAP, as supplemental information and in addition to the financial measures that are calculated and presented in accordance with GAAP. These supplemental non-GAAP financial measures are presented because management has evaluated the financial results both including and excluding the adjusted items and believe that the supplemental non-GAAP financial measures presented provide additional perspectives and insights when analyzing the core operating performance of the business. This provides useful information for investors, allowing them to gain a clearer understanding of the Company’s operating performance and make more informed investment decisions. These supplemental non-GAAP financial measures should not be considered superior to, as a substitute for, or as an alternative to and should only be considered in conjunction with, the GAAP financial measures presented herein. Accordingly, the Company has included below reconciliations of the supplemental non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP.
9
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| ($ in thousands) | 2026 | 2025 | $ Change | % Change | 2026 | 2025 | $ Change | % Change | |||||||||||||||||||||||||||||||||||||||
Net loss1 | $ | (14,533) | $ | (21,968) | $ | 7,435 | (33.8) | % | $ | (16,178) | $ | (51,095) | $ | 34,917 | (68.3) | % | |||||||||||||||||||||||||||||||
| Depreciation and amortization | 15,423 | 12,858 | 2,565 | 19.9 | % | 40,293 | 37,953 | 2,340 | 6.2 | % | |||||||||||||||||||||||||||||||||||||
| Interest expense, net | 15,666 | 14,140 | 1,526 | 10.8 | % | 45,698 | 42,015 | 3,683 | 8.8 | % | |||||||||||||||||||||||||||||||||||||
| Income tax expense | 9,710 | 11,867 | (2,157) | (18.2) | % | 4,964 | 42,820 | (37,856) | (88.4) | % | |||||||||||||||||||||||||||||||||||||
EBITDA (non-GAAP)2 | $ | 26,266 | $ | 16,897 | $ | 9,369 | 55.4 | % | $ | 74,777 | $ | 71,693 | $ | 3,084 | 4.3 | % | |||||||||||||||||||||||||||||||
Other (income) expense, net | (181) | 13,789 | (13,970) | (101.3) | % | 712 | 13,819 | (13,107) | (94.8) | % | |||||||||||||||||||||||||||||||||||||
| Fair value mark-up for acquired inventory | 628 | — | 628 | 100.0 | % | 2,533 | — | 2,533 | 100.0 | % | |||||||||||||||||||||||||||||||||||||
| Adjustments for acquisition and other non-core costs | 4,010 | 4,443 | (433) | (9.7) | % | 16,109 | 12,192 | 3,917 | 32.1 | % | |||||||||||||||||||||||||||||||||||||
| Impairment loss | — | 2,365 | (2,365) | (100.0) | % | — | 11,630 | (11,630) | (100.0) | % | |||||||||||||||||||||||||||||||||||||
| Share-based compensation | 4,173 | 2,311 | 1,862 | 80.6 | % | 13,201 | 7,580 | 5,621 | 74.2 | % | |||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA (non-GAAP) | $ | 34,896 | $ | 39,805 | $ | (4,909) | (12.3) | % | $ | 107,332 | $ | 116,914 | $ | (9,582) | (8.2) | % | |||||||||||||||||||||||||||||||
1Net loss includes amounts attributable to non-controlling interests.
2Certain immaterial prior period amounts were reclassified to conform to the current presentation.
Adjusted EBITDA, a non-GAAP financial measure, is defined as EBITDA, excluding Other (income) expense, net; fair value mark-up for acquired inventory; adjustments for acquisition and other non-core costs; impairment 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. Adjusted EBITDA was $34.9 million for the three months ended September 30, 2026, compared to $39.8 million for the three months ended September 30, 2025. The decrease in adjusted EBITDA of $4.9 million is primarily driven by an increase in operating expenses such as salaries and benefits expenses and office and general expenses. Adjusted EBITDA was $107.3 million for the nine months ended September 30, 2026, compared to $116.9 million for the nine months ended September 30, 2025. The decrease in adjusted EBITDA of $9.6 million is primarily driven by an increase in operating expenses such as professional and legal fees and salaries and benefits expenses.
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, 2026, the Company held $41.2 million in Cash and cash equivalents and $34.7 million in Restricted cash, included in both Restricted cash and Other non-current assets on the Unaudited Condensed Interim Consolidated Balance Sheets, compared to $57.9 million in Cash and Cash equivalents, and $36.4 million in Restricted cash at December 31, 2025.
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. Additionally, on June 5, 2026, the Company closed on the Revolver of $50.0 million, which matures on August 13, 2030 and bears a 7.99% interest rate. JDRC Ellenville, LLC (“Ellenville”), an indirect subsidiary of the Company, entered into a $25.3 million loan on September 26, 2023, and amended on October 3, 2025, 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, 2026, 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 $35.9 million for the nine months ended September 30, 2026, a decrease of $9.5 million compared to $45.5 million of net cash provided by operating activities during the nine months ended September 30, 2025. The $9.5 million decrease was primarily attributable to a net benefit from improved collections of accounts receivables in the prior year period and an increase in accounts payable and accrued liabilities payments due to the Senior Secured Term Loan refinancing. The decrease was offset by favorable changes in inventory and a reduction in income tax payments.
Investing Activities
Net cash used in investing activities was $67.1 million for the nine months ended September 30, 2026, an increase of $39.6 million compared to $27.5 million during the nine months ended September 30, 2025. The increase in net cash used in investing activities was primarily driven by acquisitions and increased purchases of intangibles, partially offset by a reduction in capital expenditure.
Financing Activities
Net cash provided by financing activities was $12.6 million for the nine months ended September 30, 2026, an increase of $92.9 million compared to $80.3 million used by financing activities for the nine months ended September 30, 2025. The increase was primarily driven by the Senior Secured Term Loan refinancing in 2025 and drawn down in 2026 from our Revolver.
OFF-BALANCE SHEET ARRANGEMENTS
The Company does not have any off-balance sheet arrangements that have, or are reasonably likely to have a current or future effect on financial performance or financial condition, including without limitation, such considerations as liquidity and capital resources.
11
CONTRACTUAL OBLIGATIONS
The Company has the following contractual obligations as of September 30, 2026:
| ($ in thousands) | < 1 Year | 1 to 3 Years | 3 to 5 Years | > 5 Years | Total | ||||||||||||||||||||||||
| Deferred and contingent consideration, short-term | $ | 4,957 | $ | — | $ | — | $ | — | $ | 4,957 | |||||||||||||||||||
| Operating leases liabilities | 17,730 | 63,500 | 61,863 | 108,768 | 251,861 | ||||||||||||||||||||||||
| Finance lease liabilities | 1,460 | 10,374 | 8,186 | 9,979 | 29,999 | ||||||||||||||||||||||||
| Deferred and contingent consideration, long-term | — | 8,273 | — | — | 8,273 | ||||||||||||||||||||||||
| Short-term borrowings and Long-term notes and loans payable | 22,804 | 132,206 | 436,425 | 76,092 | 667,527 | ||||||||||||||||||||||||
| Tax receivable agreement liability | 5,513 | 11,271 | 12,019 | 42,826 | 71,629 | ||||||||||||||||||||||||
| Other long-term liabilities | — | 1,000 | — | — | 1,000 | ||||||||||||||||||||||||
Total obligations as of September 30, 2026 | $ | 52,464 | $ | 226,624 | $ | 518,493 | $ | 237,665 | $ | 1,035,246 | |||||||||||||||||||
RELATED PARTY TRANSACTIONS
See Note 11 “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:
(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, 2026 and December 31, 2025 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, but it was not taken up on the Senate floor and died at the end of the 118th Congress. In June 2026, the SAFE Banking Act bill was reintroduced in both the Senate and House of Representatives. However, as of the date of this MD&A, the SAFE Banking Act has not been brought to a vote in the Senate or the House of Representatives and remains under consideration at the committee level. 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. While recent federal rescheduling actions may reduce risks associated with state-licensed medical cannabis activities, cannabis remains subject to significant federal regulation, and adult-use cannabis activities remain federally prohibited. Accordingly, uncertainty regarding access to banking and other financial services persists.
12
(b)Asset Forfeiture Risk
Cannabis remains subject to regulation under U.S. federal law, and certain cannabis related activities may continue to violate the federal Controlled Substances Act. Accordingly, 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. Although recent federal rescheduling actions may reduce risks associated with state-licensed medical cannabis activities, cannabis-related assets remain subject to potential federal enforcement and forfeiture, and the extent to which such actions may affect asset forfeiture risk remains uncertain.
(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, 2026, the Company generated positive cash flows 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, 2026, the Company had working capital (defined as current assets less current liabilities) of $138.0 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.
(d)Market Risk
(i)Currency Risk
The operating results and balance sheet of the Company are reported in USD. As of September 30, 2026 and December 31, 2025, 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, 2026, the Company recorded an immaterial loss and $0.4 million gain in foreign currency exchange, respectively. The Company recorded a $0.2 million gain and $0.4 million loss in foreign currency exchange during the three and nine months ended September 30, 2025, respectively.
As of September 30, 2026 and December 31, 2025, 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 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 Revolving Credit Facility accrues interest at a rate of 7.99% per annum. 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 income (expense), net.
13
(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 on adult-use cannabis due to IRC Section 280E, which bars businesses from deducting all expenses except their COGS 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 17 “Provision for Income Taxes and Deferred Income Taxes” for the Company’s disclosure of uncertain tax positions.
(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 2026. 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.
14
SUMMARY OF OUTSTANDING SHARE AND SHARE-BASED DATA
Cresco Labs has the following securities issued and outstanding, as of September 30, 2026:
| Securities | Number of Shares (in thousands) | |||||||
| Super Voting Shares | 500 | |||||||
Subordinate Voting Shares1 | 361,071 | |||||||
Proportionate Voting Shares2 | 16,108 | |||||||
Special Subordinate Voting Shares3 | 2 | |||||||
Redeemable Units4 | 84,299 | |||||||
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
15
Cresco Labs | Exhibit 99.3 | |||||||
Cresco Labs Reports Third Quarter 2026 Financial Results
Delivers $173 Million in Revenue and $26 Million Operating Cash Flow
Delivers $173 Million in Revenue and $26 Million Operating Cash Flow
CHICAGO – November 6, 2026 – 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, 2026. 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 2026 Highlights
•Third quarter revenue of $173 million.
•Gross profit of $79 million. Adjusted gross profit1 of $81 million; and an Adjusted gross profit margin1 of 46.8%.
•SG&A of $58 million or 33.4% of revenue. Adjusted SG&A of $54 million or 31.3%. The difference between SG&A and Adjusted SG&A is primarily attributable to one-time and non-recurring costs associated with M&A, uplisting preparedness and federal reform.
•Net loss of $15 million.
•Third quarter Adjusted EBITDA1 of $35 million and Adjusted EBITDA margin1 of 20.2%.
•Third quarter operating cash flow of $26 million and free cash flow of $21 million.
•Retained the No. 1 share position in multiple billion-dollar markets.2
Management Commentary
“Q3 delivered revenue of $173 million, up 5% year-over-year, and $26 million in operating cash flow, converting over 60% of Adjusted EBITDA into free cash flow,” said Charlie Bachtell, CEO of Cresco Labs. “The Cresco team executed this quarter as we closed an acquisition, improved cultivation, and ramped up a new state, all while keeping the base business running at a high level.”
“Last quarter we said we were doing everything within our control so that when federal regulations allow, we will be ready for our next chapter. Last week our shareholders approved three special resolutions with over 94% support, simplifying our corporate structure and aligning Cresco with the U.S. investor base that will increasingly own this industry as it normalizes. That said, we do not build our plan around reform timelines. The business stands on its own, and Cresco will be ready to act when the next phase arrives.”
Balance Sheet and Other Financial Information
•As of September 30, 2026, the Company had $76 million of cash, cash equivalents, and restricted cash, and $454 million of long-term notes and loans payable.
•Total shares on a fully converted basis to Subordinate Voting Shares were 508,217,728 as of September 30, 2026.
Earnings Webcast
The Company will host an earnings webcast to discuss its financial results on Friday, November 6, 2026, at 8:30am Eastern Time (7:30am Central Time). The earnings call may be accessed via webcast, here. Archived access to the webcast will be available for one year on Cresco Labs’ investor website, here.
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 8
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, 2026. 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, 2026, on SEDAR+ and EDGAR on or about November 6, 2026. 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, 2025, 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 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
| Cresco Labs | ||||||||
Page 3 of 8
supplemental non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with U.S. GAAP.
This news release constitutes a “designated news release” for the purposes of the Company’s prospectus supplement dated January 29, 2026, to its short form base shelf prospectus dated October 3, 2025.
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, 2025, 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 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 4 of 8
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, 2026, June 30, 2026, and September 30, 2025 | ||||||||||||||||||||||||||||||||
For the Three Months Ended | ||||||||||||||||||||||||||||||||
($ in thousands) | September 30, 2026 | June 30, 2026 | September 30, 2025 | |||||||||||||||||||||||||||||
Revenues, net | $ | 172,782 | $ | 173,341 | $ | 164,913 | ||||||||||||||||||||||||||
Cost of goods sold | 93,296 | 86,394 | 85,553 | |||||||||||||||||||||||||||||
Gross profit | 79,486 | 86,947 | 79,360 | |||||||||||||||||||||||||||||
Gross profit % | 46.0 | % | 50.2 | % | 48.1 | % | ||||||||||||||||||||||||||
Operating expenses: | ||||||||||||||||||||||||||||||||
Selling, general, and administrative | 57,737 | 63,225 | 51,640 | |||||||||||||||||||||||||||||
Share-based compensation | 3,695 | 3,403 | 1,891 | |||||||||||||||||||||||||||||
Depreciation and amortization | 7,392 | 6,958 | 5,636 | |||||||||||||||||||||||||||||
Impairment loss | — | — | 2,365 | |||||||||||||||||||||||||||||
Total operating expenses | 68,824 | 73,586 | 61,532 | |||||||||||||||||||||||||||||
Income from operations | 10,662 | 13,361 | 17,828 | |||||||||||||||||||||||||||||
Other (expense) income, net: | ||||||||||||||||||||||||||||||||
Interest expense, net1 | (15,666) | (15,105) | (14,140) | |||||||||||||||||||||||||||||
Other income (expense), net1 | 181 | (1,852) | (13,789) | |||||||||||||||||||||||||||||
Total other expense, net | (15,485) | (16,957) | (27,929) | |||||||||||||||||||||||||||||
Loss before income taxes | (4,823) | (3,596) | (10,101) | |||||||||||||||||||||||||||||
Income tax (expense) benefit | (9,710) | 18,966 | (11,867) | |||||||||||||||||||||||||||||
Net (loss) income2 | $ | (14,533) | $ | 15,370 | $ | (21,968) | ||||||||||||||||||||||||||
1Certain immaterial prior period amounts were reclassified to conform to the current presentation.
2Net (loss) income includes amounts attributable to non-controlling interests.
| Cresco Labs | ||||||||
Page 5 of 8
Cresco Labs Inc. | ||||||||||||||||||||||||||||||||||||||||||||
Unaudited Reconciliation of Gross Profit to Adjusted Gross Profit (Non-GAAP) | ||||||||||||||||||||||||||||||||||||||||||||
For the Three Months Ended September 30, 2026, June 30, 2026, and September 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||
For the Three Months Ended | ||||||||||||||||||||||||||||||||||||||||||||
($ in thousands) | September 30, 2026 | June 30, 2026 | September 30, 2025 | |||||||||||||||||||||||||||||||||||||||||
Revenues, net | $ | 172,782 | $ | 173,341 | $ | 164,913 | ||||||||||||||||||||||||||||||||||||||
Cost of goods sold1 | 93,296 | 86,394 | 85,553 | |||||||||||||||||||||||||||||||||||||||||
Gross profit | $ | 79,486 | $ | 86,947 | $ | 79,360 | ||||||||||||||||||||||||||||||||||||||
Fair value mark-up for acquired inventory | 628 | 1,312 | — | |||||||||||||||||||||||||||||||||||||||||
Cost of goods sold adjustments for acquisition and other non-core costs | 790 | 1,206 | 1,110 | |||||||||||||||||||||||||||||||||||||||||
Adjusted gross profit (Non-GAAP) | $ | 80,904 | $ | 89,465 | $ | 80,470 | ||||||||||||||||||||||||||||||||||||||
Adjusted gross profit % (Non-GAAP) | 46.8 | % | 51.6 | % | 48.8 | % | ||||||||||||||||||||||||||||||||||||||
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, 2026 and December 31, 2025 | ||||||||||||||
($ in thousands) | September 30, 2026 | December 31, 2025 | ||||||||||||
(unaudited) | ||||||||||||||
Cash, cash equivalents, and restricted cash (current) | $ | 72,574 | $ | 91,086 | ||||||||||
Other current assets | 174,225 | 168,187 | ||||||||||||
Property and equipment, net | 320,772 | 327,192 | ||||||||||||
Intangible assets, net | 317,470 | 275,342 | ||||||||||||
Goodwill | 220,994 | 208,173 | ||||||||||||
Other non-current assets | 147,022 | 127,320 | ||||||||||||
Total assets | $ | 1,253,057 | $ | 1,197,300 | ||||||||||
Total current liabilities | $ | 108,762 | $ | 100,180 | ||||||||||
Total non-current liabilities | 892,088 | 844,618 | ||||||||||||
Total shareholders’ equity | 252,207 | 252,502 | ||||||||||||
Total liabilities and shareholders’ equity | $ | 1,253,057 | $ | 1,197,300 | ||||||||||
Cresco Labs Inc. | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Unaudited Reconciliation of SG&A to Adjusted SG&A (Non-GAAP) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
For the Three Months Ended September 30, 2026, June 30, 2026, and September 30, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
For the Three Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||
($ in thousands) | September 30, 2026 | June 30, 2026 | September 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Selling, general, and administrative | $ | 57,737 | $ | 63,225 | $ | 51,640 | |||||||||||||||||||||||||||||||||||||||||||||||
Adjustments for acquisition and other non-core costs | 3,580 | 7,812 | 3,920 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Adjusted SG&A (Non-GAAP) | $ | 54,157 | $ | 55,413 | $ | 47,720 | |||||||||||||||||||||||||||||||||||||||||||||||
Adjusted SG&A % (Non-GAAP) | 31.3 | % | 32.0 | % | 28.9 | % | |||||||||||||||||||||||||||||||||||||||||||||||
| Cresco Labs | ||||||||
Page 6 of 8
Cresco Labs Inc. | |||||||||||||||||||||||||||||||||||||||||||||||
Unaudited Reconciliation of Net (Loss) Income to Adjusted EBITDA (Non-GAAP) | |||||||||||||||||||||||||||||||||||||||||||||||
For the Three Months Ended September 30, 2026, June 30, 2026, and September 30, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||
For the Three Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||
($ in thousands) | September 30, 2026 | June 30, 2026 | September 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||
Net (loss) income 1 | $ | (14,533) | $ | 15,370 | $ | (21,968) | |||||||||||||||||||||||||||||||||||||||||
Depreciation and amortization | 15,423 | 12,656 | 12,858 | ||||||||||||||||||||||||||||||||||||||||||||
Interest expense, net2 | 15,666 | 15,105 | 14,140 | ||||||||||||||||||||||||||||||||||||||||||||
Income tax expense (benefit) | 9,710 | (18,966) | 11,867 | ||||||||||||||||||||||||||||||||||||||||||||
EBITDA (Non-GAAP) | $ | 26,266 | $ | 24,165 | $ | 16,897 | |||||||||||||||||||||||||||||||||||||||||
Other (income) expense, net2 | (181) | 1,852 | 13,789 | ||||||||||||||||||||||||||||||||||||||||||||
Fair value mark-up for acquired inventory | 628 | 1,312 | — | ||||||||||||||||||||||||||||||||||||||||||||
Adjustments for acquisition and other non-core costs | 4,010 | 8,437 | 4,443 | ||||||||||||||||||||||||||||||||||||||||||||
Impairment loss | — | — | 2,365 | ||||||||||||||||||||||||||||||||||||||||||||
Share-based compensation | 4,173 | 3,773 | 2,311 | ||||||||||||||||||||||||||||||||||||||||||||
Adjusted EBITDA (Non-GAAP) | $ | 34,896 | $ | 39,539 | $ | 39,805 | |||||||||||||||||||||||||||||||||||||||||
Adjusted EBITDA % (Non-GAAP) | 20.2 | % | 22.8 | % | 24.1 | % | |||||||||||||||||||||||||||||||||||||||||
1 Net (loss) income includes amounts attributable to non-controlling interests.
2 Certain immaterial prior period amounts were reclassified to conform to the current presentation.
Cresco Labs Inc. | ||||||||||||||||||||||||||||||||||||||||||||
Unaudited Summarized Consolidated Statements of Cash Flows | ||||||||||||||||||||||||||||||||||||||||||||
For the Three Months Ended September 30, 2026, June 30, 2026, and September 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||
For the Three Months Ended | ||||||||||||||||||||||||||||||||||||||||||||
($ in thousands) | September 30, 2026 | June 30, 2026 | September 30, 2025 | |||||||||||||||||||||||||||||||||||||||||
Net cash provided by operating activities | $ | 26,129 | $ | 15,425 | $ | 6,164 | ||||||||||||||||||||||||||||||||||||||
Net cash used in investing activities | (43,393) | (10,440) | (6,124) | |||||||||||||||||||||||||||||||||||||||||
Net cash provided by / (used in) financing activities | 25,731 | (4,439) | (71,096) | |||||||||||||||||||||||||||||||||||||||||
Effect of foreign currency exchange rate changes on cash and cash equivalents | (7) | (5) | — | |||||||||||||||||||||||||||||||||||||||||
Net increase (decrease) in cash and cash equivalents | $ | 8,460 | $ | 541 | $ | (71,056) | ||||||||||||||||||||||||||||||||||||||
Cash and cash equivalents and restricted cash, beginning of period | 67,365 | 66,824 | 153,012 | |||||||||||||||||||||||||||||||||||||||||
Cash and cash equivalents and restricted cash, end of period | $ | 75,825 | $ | 67,365 | $ | 81,956 | ||||||||||||||||||||||||||||||||||||||
| Cresco Labs | ||||||||
Page 7 of 8
Cresco Labs Inc. | ||||||||||||||||||||||||||||||||
Unaudited Reconciliation of Operating Cash Flow to Free Cash Flow (Non-GAAP) | ||||||||||||||||||||||||||||||||
For the Three Months Ended September 30, 2026, June 30, 2026, and September 30, 2025 | ||||||||||||||||||||||||||||||||
For the Three Months Ended | ||||||||||||||||||||||||||||||||
($ in thousands) | September 30, 2026 | June 30, 2026 | September 30, 2025 | |||||||||||||||||||||||||||||
Net cash provided by operating activities | $ | 26,129 | $ | 15,425 | $ | 6,164 | ||||||||||||||||||||||||||
Purchases of property and equipment | (4,990) | (9,288) | (7,180) | |||||||||||||||||||||||||||||
Proceeds from tenant improvement allowances | 17 | 400 | — | |||||||||||||||||||||||||||||
Free Cash Flow (Non-GAAP) | $ | 21,156 | $ | 6,537 | $ | (1,016) | ||||||||||||||||||||||||||
| Cresco Labs | ||||||||
Page 8 of 8
Contacts
Media
Press@crescolabs.com
Investors
Mark Stortz, Interim Chief Financial Officer
investors@crescolabs.com
For general Cresco Labs inquiries:
312-929-0993
info@crescolabs.com