UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of July 2025

Commission File Number 001-39005

SNDL INC.

(Registrant’s name)

#101, 17220 Stony Plain Road NW

Edmonton, AB T5S 1K6

Tel.: (780) 944-9994

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☐ Form 40-F ☒

INCORPORATION BY REFERENCE

This report on Form 6-K shall be deemed to be incorporated by reference in SNDL Inc.’s registration statements on Form S-8 (File No. 333-233156, File No. 333-262233, File No. 333-267510, File No. 333-269242, File No. 333-278683 and File No. 333-286169) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SNDL INC.
Date: July 30, 2025	By:	/s/ Alberto Paredero Quiros
	Name:	Alberto Paredero Quiros
	Title:	Chief Financial Officer

EXHIBIT

Exhibit	Description of Exhibit
99.1	Condensed Consolidated Interim Financial Statements for the Three and Six Months Ended June 30, 2025
99.2	Management’s Discussion and Analysis for the Three and Six Months Ended June 30, 2025
99.3	Form 52-109F2 Certificate of Interim Filings by CEO (pursuant to Canadian regulations)
99.4	Form 52-109F2 Certificate of Interim Filings by CFO (pursuant to Canadian regulations)

EX-99.1

EXHIBIT 99.1

SNDL Inc.

Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2025

(Unaudited – expressed in thousands of Canadian dollars)

SNDL Inc.

Condensed Consolidated Interim Statements of Financial Position

(Unaudited - expressed in thousands of Canadian dollars)

As at	Note
Assets
Current assets
Cash and cash equivalents		208,224		218,359
Restricted cash		19,823		19,815
Marketable securities		37		139
Accounts receivable		29,413		28,118
Biological assets	5	4,085		1,187
Inventory	6	133,466		127,919
Prepaid expenses and deposits		15,478		16,860
Investments	12	633		27,560
Assets held for sale	7	758		19,051
Net investment in subleases	10	2,776		2,832
		414,693		461,840
Non-current assets
Long-term deposits and receivables		4,213		3,679
Right of use assets	8	116,759		115,435
Property, plant and equipment	9	154,854		145,810
Net investment in subleases	10	13,281		15,354
Intangible assets	11	59,927		61,325
Investments	12	21,293		8,427
Equity-accounted investees	13	384,152		413,124
Goodwill		124,248		124,248
Total assets		1,293,420		1,349,242
Liabilities
Current liabilities
Accounts payable and accrued liabilities		49,162		56,275
Lease liabilities	14	33,357		34,256
Derivative warrants		1		26
		82,520		90,557
Non-current liabilities
Lease liabilities	14	117,180		118,017
Other liabilities		5,582		7,312
Total liabilities		205,282		215,886
Shareholders’ equity
Share capital	15(b)	2,295,254		2,346,728
Warrants	15(c)	667		667
Contributed surplus		62,996		57,156
Accumulated deficit		(1,299,404	)	(1,323,965	)
Accumulated other comprehensive income ("AOCI")		28,625		52,770
Total shareholders’ equity		1,088,138		1,133,356
Total liabilities and shareholders’ equity		1,293,420		1,349,242

Commitments and contingencies (note 24)

Subsequent events (note 25)

See accompanying notes to the condensed consolidated interim financial statements.

SNDL Inc.

Condensed Consolidated Interim Statements of Loss and Comprehensive Loss

(Unaudited - expressed in thousands of Canadian dollars, except per share amounts)

		Three months ended <br>June 30						Six months ended<br>June 30
	Note	2025			2024			2025			2024
Net revenue	17		244,769			228,127			449,683			425,877
Cost of sales	6		177,168			169,963			325,441			317,313
Gross profit			67,601			58,164			124,242			108,564
Investment income	18		1,529			3,204			4,385			7,240
Share of profit (loss) of equity-accounted investees	13		304			5,252			(4,153	)		14,400
General and administrative			45,376			48,036			91,735			92,731
Sales and marketing			3,384			3,439			7,151			6,037
Research and development			98			109			198			146
Depreciation and amortization	8,9,11		12,920			13,519			26,148			27,662
Share-based compensation	16		2,919			4,883			4,307			9,726
Restructuring costs			827			221			1,153			132
Asset (recovery) impairment, net	8,9		(1,064	)		919			920			2,575
(Gain) loss on disposition of assets			(29	)		328			(88	)		406
Operating income (loss)			5,003			(4,834	)		(7,050	)		(9,211	)
Other expenses, net	19		(2,118	)		(1,417	)		(4,772	)		(4,689	)
Earnings (loss) before income tax			2,885			(6,251	)		(11,822	)		(13,900	)
Income tax recovery			—			1,284			—			4,281
Net earnings (loss)			2,885			(4,967	)		(11,822	)		(9,619	)
Equity-accounted investees - share of other comprehensive (loss) income	13		(20,611	)		4,300			(20,959	)		14,334
Investments at fair value through other comprehensive income ("FVOCI") - change in fair value	12		2,044			—			(3,186	)		—
Comprehensive (loss) income			(15,682	)		(667	)		(35,967	)		4,715
Net earnings (loss) attributable to:
Owners of the Company			2,885			(5,772	)		(11,822	)		(8,326	)
Non-controlling interest			—			805			—			(1,293	)
			2,885			(4,967	)		(11,822	)		(9,619	)
Comprehensive (loss) income attributable to:
Owners of the Company			(15,682	)		(1,472	)		(35,967	)		6,008
Non-controlling interest			—			805			—			(1,293	)
			(15,682	)		(667	)		(35,967	)		4,715
Net earnings (loss) per common share attributable to owners of the Company
Basic and diluted	21	$	0.01		$	(0.02	)	$	(0.05	)	$	(0.03	)

See accompanying notes to the condensed consolidated interim financial statements.

SNDL Inc.

Condensed Consolidated Interim Statements of Changes in Shareholders’ Equity

(Unaudited - expressed in thousands of Canadian dollars)

	Note	Share capital			Warrants		Contributed surplus			Contingent consideration		Accumulated deficit			AOCI - Equity-accounted investees
Balance at December 31, 2024			2,346,728			667		57,156			—		(1,323,965	)		50,906		1,864		—	1,133,356
Net loss			—			—		—			—		(11,822	)		—		—		—	(11,822	)
Other comprehensive loss			—			—		—			—		—			(20,959	)	(3,186	)	—	(24,145	)
Share repurchases			(51,714	)		—		—			—		36,383			—		—		—	(15,331	)
Share-based compensation	16		—			—		6,080			—		—			—		—		—	6,080
Employee awards exercised			240			—		(240	)		—		—			—		—		—	—
Balance at June 30, 2025			2,295,254			667		62,996			—		(1,299,404	)		29,947		(1,322	)	—	1,088,138
Balance at December 31, 2023		2,375,950		2,260		73,014		2,279	(1,260,851	)	19,417	—	17,271		1,229,340
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Net loss		—		—		—		—	(8,326	)	—	—	(1,293	)	(9,619	)
Other comprehensive income		—		—		—		—	—		14,334	—	—		14,334
Share issuances		164		—		—		—	—		—	—	—		164
Share issuance costs		(57	)	—		—		—	—		—	—	—		(57	)
Share issuances by subsidiaries		—		—		52		—	—		—	—	76		128
Acquisition		3,693		—		—		—	—		—	—	—		3,693
Warrants expired		—		(1,593	)	753		—	—		—	—	—		(840	)
Share-based compensation	16	—		—		6,752		—	—		—	—	—		6,752
Employee awards exercised		1,003		—		(1,003	)	—	—		—	—	—		—
Distribution declared by subsidiaries		—		—		—		—	—		—	—	23		23
Balance at June 30, 2024		2,380,753		667		79,568		2,279	(1,269,177	)	33,751	—	16,077		1,243,918

See accompanying notes to the condensed consolidated interim financial statements.

SNDL Inc.

Condensed Consolidated Interim Statements of Cash Flows

(Unaudited - expressed in thousands of Canadian dollars)

		Three months ended <br>June 30						Six months ended<br>June 30
	Note	2025			2024			2025			2024
Cash provided by (used in):
Operating activities
Net earnings (loss) for the period			2,885			(4,967	)		(11,822	)		(9,619	)
Adjustments for:
Income tax recovery			—			(1,284	)		—			(4,281	)
Interest and fee income	18		(1,318	)		(3,218	)		(4,174	)		(7,309	)
Change in fair value of biological assets			(664	)		(336	)		(1,775	)		(568	)
Share-based compensation	16		2,919			4,883			4,307			9,726
Depreciation and amortization	8,9,11		13,949			14,139			28,136			28,709
(Gain) loss on disposition of assets			(29	)		328			(88	)		406
Inventory impairment and obsolescence	6		239			1,069			830			2,982
Finance costs, net	19		1,647			2,157			3,337			3,782
Change in estimate of fair value of derivative warrants			(13	)		(1,800	)		(25	)		(500	)
Unrealized foreign exchange loss			180			51			193			155
Transaction costs			—			—			—			164
Asset (recovery) impairment, net	8,9		(1,064	)		919			920			2,575
Share of (profit) loss of equity-accounted investees	13		(304	)		(5,252	)		4,153			(14,400	)
Unrealized (gain) loss on marketable securities	18		(211	)		14			(211	)		69
Additions to marketable securities			313			—			313			—
Income distributions from equity-accounted investees			68			—			68			—
Interest received			1,283			2,649			4,219			5,821
Change in non-cash working capital	20		(13,763	)		(4,650	)		(14,476	)		(9,709	)
Net cash provided by operating activities			6,117			4,702			13,905			8,003
Investing activities
Additions to property, plant and equipment	9		(2,080	)		(1,190	)		(3,668	)		(3,600	)
Additions to investments	12		(7,417	)		(900	)		(16,414	)		(900	)
Principal payments from investments	12		257			2,135			27,164			2,268
Capital refunds from equity-accounted investees	13		—			—			—			168
Capital distributions from equity-accounted investees	13		3,073			—			3,792			—
Proceeds from disposal of property, plant and equipment			53			188			166			126
Acquisitions, net of cash acquired	25		(1,000	)		(1,654	)		(1,000	)		(1,654	)
Change in non-cash working capital	20		(47	)		75			(29	)		570
Net cash (used in) provided by investing activities			(7,161	)		(1,346	)		10,011			(3,022	)
Financing activities
Change in restricted cash			—			150			—			(81	)
Payments on lease liabilities, net	10,14		(11,785	)		(9,706	)		(19,297	)		(17,222	)
Repurchase of common shares	15(b)		—			—			(15,031	)		—
Proceeds from issuance of shares, net of costs			—			(57	)		—			(57	)
Issuance of common shares by subsidiaries			—			174			—			174
Change in non-cash working capital	20		186			63			277			98
Net cash used in financing activities			(11,599	)		(9,376	)		(34,051	)		(17,088	)
Change in cash and cash equivalents			(12,643	)		(6,020	)		(10,135	)		(12,107	)
Cash and cash equivalents, beginning of period			220,867			188,954			218,359			195,041
Cash and cash equivalents, end of period			208,224			182,934			208,224			182,934

See accompanying notes to the condensed consolidated interim financial statements.

SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2025

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

Description of business

SNDL Inc. (“SNDL” or the “Company”) was incorporated under the Business Corporations Act (Alberta) on August 19, 2006. On July 25, 2022, the Company’s shareholders approved a special resolution amending the articles of SNDL to change the name of the Company from “Sundial Growers Inc.” to “SNDL Inc.”.

The Company’s head office is located at 101, 17220 Stony Plain Road, Edmonton, Alberta.

The principal activities of the Company are the retailing of wines, beers and spirits, the operation and support of corporate-owned and franchise retail cannabis stores in certain Canadian jurisdictions where the private sale of adult-use cannabis is permitted, the manufacturing of cannabis products providing proprietary cannabis processing services, the production, distribution and sale of cannabis in Canada and for export pursuant to the Cannabis Act (Canada) (the “Cannabis Act”), and the deployment of capital to investment opportunities. The Cannabis Act regulates the production, distribution, and possession of cannabis for both medical and adult-use access in Canada.

SNDL and its subsidiaries operate solely in Canada. Through its joint venture, SunStream Bancorp Inc. (“SunStream”) (note 13), the Company provides growth capital that pursues indirect investment and financial services opportunities in the cannabis sector, as well as other investment opportunities. The Company also makes strategic portfolio investments in debt and equity securities.

The Company’s liquor retail operations are seasonal in nature. Accordingly, sales will vary by quarter based on consumer spending behaviour. The Company is able to adjust certain variable costs in response to seasonal revenue patterns; however, costs such as occupancy are fixed, causing the Company to report a higher level of earnings in the third and fourth quarters. This business seasonality results in quarterly performance that is not necessarily indicative of the year’s performance. The cannabis industry is a growing industry and the Company has not observed significant seasonality as of yet.

The Company’s common shares trade on the Nasdaq Capital Market under the ticker symbol “SNDL” and on the Canadian Securities Exchange under the symbol “SNDL”.

U.S. TARIFFS

In early 2025, the U.S. administration imposed certain tariffs on imports from certain countries, including Canada, and in response, the Canadian administration imposed their own tariffs on imports from the United States. It has been reported that the U.S. and Canadian administrations are currently negotiating a new trade agreement to cover goods not subject to the Canada–United States–Mexico Agreement (CUSMA), though the scope and terms of such an agreement, if any, are unknown. Such announcements and further potential retaliatory tariffs have created uncertainty, which has permeated the economic and investment outlook, impacting current economic conditions, including such issues as the inflation rate and the global supply chain. Aside from the impact on the global economy, these tariffs may continue to have repercussions on SNDL.

SNDL is continuing to monitor the evolving situation and the impacts and potential consequences on its financial position. The Company did not experience a significant impact to its financial performance during the first half of 2025.

Basis of presentation

Statement of compliance

These condensed consolidated interim financial statements (“financial statements”) have been prepared in accordance with International Accounting Standard 34 – Interim Financial Reporting as issued by the International Accounting Standards Board and interpretations of the International Financial Reporting Interpretations Committee. These financial statements were prepared using the same accounting policies and methods as those disclosed in the

SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2025

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

annual consolidated financial statements for the year ended December 31, 2024. These financial statements should be read in conjunction with the annual consolidated financial statements for the Company for the year ended December 31, 2024.

These financial statements were approved and authorized for issue by the board of directors of the Company (the “Board”) on July 30, 2025.

Business acquisitions

On July 5, 2024, the Company announced that it had entered into a purchase agreement with Indiva Limited (“Indiva”) and its direct and indirect subsidiaries (collectively with Indiva, the “Indiva Group”), pursuant to which the Company offered to purchase all of the issued and outstanding shares of Indiva and the business and assets of the Indiva Group (the “Indiva Transaction”) for consideration comprising of a credit bid of all of the indebtedness of the Indiva Group owing to the Company, the retention of certain liabilities of the Indiva Group, and cash payments sufficient to repay certain priority indebtedness of the Indiva Group and costs associated with the Indiva Group’s proceedings under the Companies’ Creditors Arrangement Act (Canada).

On November 4, 2024, the Company announced that it had successfully closed the Indiva Transaction for consideration of approximately $21.1 million, comprised of the extinguishment of $20.7 million in total debt owing by Indiva to the Company and a cash payment of approximately $0.4 million.

The Company has engaged independent valuation experts to assist in determining the fair value of certain assets acquired and liabilities assumed. The purchase price allocation is not final as the Company is continuing to obtain and verify information required to determine the fair value of certain assets and liabilities and the amount of deferred income taxes, if any, arising on their recognition.

Due to the inherent complexity associated with valuations and the timing of the acquisition, the amounts below are provisional and subject to adjustment. The fair value of consideration paid was as follows:

	Provisional
Extinguishment of term loan		18,923
Extinguishment of debtor-in-possession loan		1,750
Cash		385
		21,058

The preliminary fair value of the assets and liabilities acquired was as follows:


Cash	3
Accounts receivable	4,057
Inventory	4,860
Prepaid expenses and deposits	205
Right of use assets	562
Property, plant and equipment	21,213
Accounts payable and accrued liabilities	(4,100	)
Lease liabilities	(286	)
Total identifiable net assets acquired	26,514
Bargain purchase gain	(5,456	)
	21,058

The excess of the aggregate fair value of the identifiable net assets acquired over the fair value of the consideration was $5.46 million, which was recorded as a bargain purchase gain included in other expenses, net, in the consolidated statements of loss and comprehensive loss for the year ended December 31, 2024. The bargain purchase gain was

SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2025

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

primarily due to the fair value adjustments on the identifiable property, plant and equipment and net working capital acquired.

As new information is obtained within one year of the date of acquisition, about facts and circumstances that existed at the date of acquisition, the accounting for the acquisition will be revised. All such adjustments will be recorded to the bargain purchase gain in the period that the adjustment is identified. For the three and six months ended June 30, 2025, no changes were made to the preliminary fair value of the assets and liabilities acquired or the bargain purchase gain.

Segment information

The Company’s reportable segments are organized by business line and are comprised of four reportable segments: liquor retail, cannabis retail, cannabis operations, and investments.

Liquor retail includes the sale of wines, beers and spirits through owned liquor stores. Cannabis retail includes the private sale of adult-use cannabis products and accessories through corporate-owned and franchised retail cannabis stores. Cannabis operations include the cultivation, distribution and sale of cannabis for the adult-use and medical markets domestically and for export, and providing proprietary cannabis processing services, in addition to product development, manufacturing, and commercialization of cannabis consumer packaged goods. Investments include the deployment of capital to investment opportunities. Certain overhead expenses not directly attributable to any operating segment are reported as “Corporate”.


As at June 30, 2025
Total assets (1)	203,522	220,970	—		424,492	339,575	405,975	123,378		1,293,420
Six months ended June 30, 2025
Net revenue (2)	161,939	70,155	(33,812	)	198,282	251,401	—	—		449,683
Gross profit	41,509	18,444	—		59,953	64,289	—	—		124,242
Operating income (loss)	13,224	1,806	—		15,030	13,054	232	(35,366	)	(7,050	)
Earnings (loss) before income tax	12,108	1,686	—		13,794	10,982	232	(36,830	)	(11,822	)
Three months ended June 30, 2025
Net revenue (2)	84,399	35,836	(17,395	)	102,840	141,929	—	—		244,769
Gross profit	21,882	9,233	—		31,115	36,486	—	—		67,601
Operating income (loss)	8,062	2,292	—		10,354	11,074	1,833	(18,258	)	5,003
Earnings (loss) before income tax	7,499	2,319	—		9,818	10,047	1,833	(18,813	)	2,885

As at June 30, 2025, cash and cash equivalents have been allocated to Corporate from Investments.
The Company has eliminated $33.8 million for the six months ended June 30, 2025 and $17.4 million for the three months ended June 30, 2025 of cannabis operations revenue and equal cost of sales associated with sales to provincial boards that are expected to be subsequently repurchased by the Company’s licensed retail subsidiaries for resale, at which point the full retail sales revenue will be recognized.

SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2025

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)


As at December 31, 2024
Total assets	195,823	230,021		—		425,844		326,061	577,522	19,815		1,349,242
Six months ended June 30, 2024
Net revenue (2)	147,375	47,371		(25,483	)	169,263		256,614	—	—		425,877
Gross profit	37,627	6,418		—		44,045		64,519	—	—		108,564
Operating income (loss)	2,860	(1,025	)	—		1,835		10,661	21,535	(43,242	)	(9,211	)
Earnings (loss) before income tax	1,309	(2,068	)	—		(759	)	8,414	20,960	(42,515	)	(13,900	)
Three months ended June 30, 2024
Net revenue (2)	76,069	24,976		(13,478	)	87,567		140,560	—	—		228,127
Gross profit	19,268	3,183		—		22,451		35,713	—	—		58,164
Operating income (loss)	3,902	(1,916	)	—		1,986		8,481	8,456	(23,757	)	(4,834	)
Earnings (loss) before income tax	3,157	(2,766	)	—		391		7,450	7,881	(21,973	)	(6,251	)

Total assets include cash and cash equivalents.
The Company has eliminated $25.5 million for the six months ended June 30, 2024 and $13.5 million for the three months ended June 30, 2024 of cannabis operations revenue and equal cost of sales associated with sales to provincial boards that are expected to be subsequently repurchased by the Company’s licensed retail subsidiaries for resale, at which point the full retail sales revenue will be recognized.

Geographical disclosure

As at June 30, 2025, the Company had non-current assets related to credit investments in the United States of $384.2 million (December 31, 2024 – $413.1 million). For the six months ended June 30, 2025, share of profit of equity-accounted investees related to operations in the United States was a loss of $4.2 million (six months ended June 30, 2024 – profit of $14.4 million). All other non-current assets relate to operations in Canada and revenues from external customers relate to operations in Canada.

biological assets

The Company’s biological assets consist of cannabis plants in various stages of vegetation, including plants which have not been harvested. The change in carrying value of biological assets is as follows:

As at
Balance, beginning of year	1,187		429
Increase in biological assets due to capitalized costs	9,052		7,243
Net change in fair value of biological assets	1,775		(892	)
Transferred to inventory upon harvest	(7,929	)	(5,593	)
Balance, end of period	4,085		1,187

Biological assets are valued in accordance with International Accounting Standard 41 – Agriculture and are presented at their fair value less costs to sell up to the point of harvest. This is determined using a model which estimates the expected harvest yield in grams for plants currently being cultivated, and then adjusts that amount for the expected selling price less costs to produce and sell per gram.

The fair value measurements for biological assets have been categorized as Level 3 fair values based on the inputs to the valuation technique used. The Company’s method of accounting for biological assets attributes value accretion on a straight-line basis throughout the life of the biological asset from initial cloning to the point of harvest.

SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2025

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

The Company estimates the harvest yields for cannabis at various stages of growth. As at June 30, 2025, it is estimated that the Company’s biological assets will yield approximately 14,317 kilograms (December 31, 2024 – 4,500 kilograms) of dry cannabis when harvested. During the six months ended June 30, 2025, the Company harvested 11,273 kilograms of dry cannabis (six months ended June 30, 2024 – 3,453 kilograms).

Inventory

As at
Retail liquor	80,549	73,538
Retail cannabis	16,502	21,783
Harvested cannabis
Raw materials, packaging and components	14,009	13,030
Extracted cannabis & hemp oils	16,050	16,058
Work-in-progress	—	—
Finished goods	6,356	3,510
	133,466	127,919

During the three and six months ended June 30, 2025, inventories of $177.6 million and $326.4 million were recognized in cost of sales as an expense (three and six months ended June 30, 2024 – $169.2 million and $315.1 million).

During the three and six months ended June 30, 2025, the Company recognized inventory write downs of $0.2 million and $0.8 million (three and six months ended June 30, 2024 – $1.1 million and $3.0 million).

Assets held for sale

At June 30, 2025, assets held for sale were measured at their fair value less costs to sell and comprised of the following:

As at
Olds facility	—	18,800
Extraction equipment	758	251
	758	19,051

The Olds facility, located in Olds, Alberta, had a primary purpose to cultivate cannabis for the adult-use market. Upon closing the Olds facility, management committed to a plan to sell the Olds facility and classified the asset as available for sale. During the six months ended June 30, 2025, management concluded that the Olds facility no longer met certain criteria for assets held for sale due to secondary commercial real estate market conditions in Alberta and therefore reclassified it back to property, plant and equipment.

SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2025

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

Right of use assets

Cost
Balance at December 31, 2024	217,251
Additions	2,956
Renewals, remeasurements and dispositions	13,158
Balance at June 30, 2025	233,365
Accumulated depreciation and impairment
Balance at December 31, 2024	101,816
Depreciation	15,844
Impairment reversal	(1,054	)
Balance at June 30, 2025	116,606
Net book value
Balance at December 31, 2024	115,435
Balance at June 30, 2025	116,759

For the six months ended June 30, 2025, the Company recorded the following net impairment reversals on right of use assets:

	Reporting Segment
Three months ended	Liquor retail		Cannabis retail			Total
March 31, 2025		—		(468	)		(468	)
June 30, 2025		—		(586	)		(586	)
		—		(1,054	)		(1,054	)

Refer to note 9 for the significant assumptions applied in the impairment test.

For the six months ended June 30, 2024, the Company recorded the following net impairment (reversals) losses on right of use assets:

	Reporting Segment
Three months ended	Liquor retail			Cannabis retail			Total
March 31, 2024		(159	)		1,756			1,597
June 30, 2024		(132	)		(283	)		(415	)
		(291	)		1,473			1,182

SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2025

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

Property, plant and equipment


Cost
Balance at December 31, 2024	9,454	51,251	78,250		108,903		2,571		250,429
Additions	—	—	877		2,076		1,381		4,334
Transfers from CIP	—	—	2,571		—		(2,571	)	—
Transfer from (to) assets held for sale	—	18,800	—		(507	)	—		18,293
Dispositions	—	—	—		(2,090	)	—		(2,090	)
Balance at June 30, 2025	9,454	70,051	81,698		108,382		1,381		270,966
Accumulated depreciation and impairment
Balance at December 31, 2024	—	4,960	38,126		61,533		—		104,619
Depreciation	—	846	4,579		5,469		—		10,894
Impairment (recovery)	689	1,864	(456	)	(123	)	—		1,974
Dispositions	—	—	—		(1,375	)	—		(1,375	)
Balance at June 30, 2025	689	7,670	42,249		65,504		—		116,112
Net book value
Balance at December 31, 2024	9,454	46,291	40,124		47,370		2,571		145,810
Balance at June 30, 2025	8,765	62,381	39,449		42,878		1,381		154,854

During the six months ended June 30, 2025, depreciation expense of $2.0 million was capitalized to biological assets and inventory (six months ended June 30, 2024 – $1.0 million).

During the six months ended June 30, 2025, the Company determined that indicators of impairment existed relating to certain land, production facilities and machinery and equipment, due to the consolidation of the Company’s edible facilities as part of its integration strategy. The estimated recoverable amount of the assets was determined to be nil and an impairment of $2.7 million was recorded. The impairment was recognized in the Company’s cannabis operations reporting segment.

During the six months ended June 30, 2025, the Company determined that indicators of impairment existed relating to one cannabis retail store due to underperforming store level operating results, as well as indicators of impairment reversal relating to five previously impaired cannabis retail stores showing improved store level operating results. For impairment testing of retail property, plant and equipment and right of use assets, the Company determined that a cash generating unit (“CGU”) was defined as each individual retail store. The Company completed impairment tests for each CGU determined to have an indicator of potential impairment or impairment reversal using a discounted cash flow model. The recoverable amounts for each CGU were based on the higher of its estimated value in use and fair value less costs of disposal using Level 3 inputs. The significant assumptions applied in the impairment test are described below:

Cash flows: Projected future sales and earnings for cash flows are based on actual operating results and operating forecasts. Management determined forecasted growth rates of sales based on past performance, expectations of future performance for each location and industry averages. Expenditures were based upon a combination of historical percentages of revenue, sales growth rates, forecasted inflation rates and contractual lease payments. The duration of the cash flow projections for individual CGUs is 5 years or based on the remaining lease term of the CGU.
Discount rate: A pre-tax discount rate range of 12.4% – 15.5% was estimated and is based on market assessments of the time value of money and CGU specific risks to determine the weighted average cost of capital for the given CGU.

SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2025

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

For the six months ended June 30, 2025, the Company recorded the following net impairment reversals on retail property, plant and equipment:

	Reporting Segment
Three months ended	Liquor retail		Cannabis retail			Total
March 31, 2025		—		(263	)		(263	)
June 30, 2025		—		(487	)		(487	)
		—		(750	)		(750	)

The Company also recorded impairment losses and impairment reversals on right of use assets (note 8).

For the six months ended June 30, 2024, the Company recorded the following net impairment (reversals) losses on retail property, plant and equipment:

	Reporting Segment
Three months ended	Liquor retail			Cannabis retail			Total
March 31, 2024		(766	)		772			6
June 30, 2024		224			(215	)		9
		(542	)		557			15

Net investment in subleases


Balance, beginning of year	18,186		21,366
Additions	—		716
Finance income	322		763
Rents recovered (payments made directly to landlords)	(1,690	)	(3,558	)
Dispositions and remeasurements	(761	)	(1,101	)
Balance, end of period	16,057		18,186
Current portion	2,776		2,832
Long-term	13,281		15,354

Net investment in subleases represent leased retail stores that have been subleased to certain franchise partners. These subleases are classified as a finance lease as the sublease terms are for the remaining term of the head lease.

SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2025

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

Intangible assets


Cost
Balance at December 31, 2024	81,900	10,000	5,589	6,482	103,971
Balance at June 30, 2025	81,900	10,000	5,589	6,482	103,971
Accumulated amortization and impairment
Balance at December 31, 2024	35,619	4,314	2,468	245	42,646
Amortization	87	620	449	242	1,398
Balance at June 30, 2025	35,706	4,934	2,917	487	44,044
Net book value
Balance at December 31, 2024	46,281	5,686	3,121	6,237	61,325
Balance at June 30, 2025	46,194	5,066	2,672	5,995	59,927

Investments

As at
Investments at amortized cost	1,145	27,934
Investments at FVOCI	20,781	8,053
	21,926	35,987
Current portion	633	27,560
Long-term	21,293	8,427

Investments at amortized cost

Delta 9

On July 5, 2024, the Company announced that it had completed the acquisition of the principal indebtedness of Delta-9 Cannabis Inc. for a purchase price of $28.1 million. The investment consisted of a 5 year commercial mortgage bearing interest at an annual interest rate of 4.55% with an amortization period of 12 years and a revolving overdraft bearing interest at an annual interest rate of prime rate plus 2.45%.

In March 2025, the Company received payment for the entire balance including fees.

Investments at fAIR vALUE tHROUGH OTHER COMPREHENSIVE INCOME

During the six months ended June 30, 2025, the Company acquired an additional $15.9 million of investments in listed common shares that are not held for trading, for which the Company irrevocably elected at initial recognition to designate at fair value through other comprehensive income. The shares were marked to market to $20.8 million as a Level 1 investment and the corresponding $3.2 million loss was recognized in other comprehensive income.

Equity-accounted investees

As at	June 30, 2025		December 31, 2024
Interest in joint venture		384,152		413,124

SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2025

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

SunStream is a joint venture in which the Company has a 50% ownership interest. SunStream is a private company, incorporated under the Business Corporations Act (Alberta), which provides growth capital that pursues indirect investment and financial services opportunities in the cannabis sector, as well as other investment opportunities.

SunStream is structured separately from the Company, and the Company has a residual interest in the net assets of SunStream. Accordingly, the Company has classified its interest in SunStream as a joint venture, which is accounted for using the equity-method.

The current investment portfolio of SunStream is comprised of secured debt, hybrid debt and derivative instruments with United States based cannabis businesses. These investments are recorded at fair value each reporting period with any changes in fair value recorded through profit or loss. SunStream actively monitors these investments for changes in credit risk, market risk and other risks specific to each investment.

The following table summarizes the carrying amount of the Company’s interest in the joint venture:


Balance at December 31, 2024	413,124
Share of net loss	(4,153	)
Share of other comprehensive loss	(20,959	)
Distributions	(3,860	)
Balance at June 30, 2025	384,152

SunStream is a related party due to it being classified as a joint venture of the Company. Capital contributions to the joint venture and distributions received from the joint venture are classified as related party transactions.

The following table summarizes the financial information of SunStream:

As at			June 30, 2024
Current assets (including cash and cash equivalents - 2025: 1.4 million, 2024: 0.4 million)	5,640			1,045
Non-current assets	375,361			565,911
Current liabilities	(498	)		(332	)
Net assets (liabilities) (100%)	380,503			566,624
Six months ended June 30			2024
(Loss) revenue	(2,748	)		18,418
(Loss) profit from operations	(3,821	)		14,765
Other comprehensive (loss) income	(20,959	)		18,615
Total comprehensive (loss) income	(24,781	)		33,364

All values are in US Dollars.

SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2025

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

Lease Liabilities


Balance, beginning of year	152,273		167,029
Acquisitions	—		3,114
Additions	2,981		2,212
Lease payments	(20,987	)	(40,510	)
Renewals, remeasurements and dispositions	12,384		12,038
Tenant inducement allowances received	258		693
Accretion expense	3,628		7,697
Balance, end of period	150,537		152,273
Current portion	33,357		34,256
Long-term	117,180		118,017

The following table presents the contractual undiscounted cash flows, excluding periods covered by lessee lease extension options that have been included in the determination of the lease term, related to the Company’s lease liabilities as at June 30, 2025:

	June 30, 2025
Less than one year		41,498
One to three years		72,788
Three to five years		59,882
Thereafter		10,192
Minimum lease payments		184,360

Share capital and warrants
Authorized

The authorized capital of the Company consists of an unlimited number of voting common shares and preferred shares with no par value.

Issued and outstanding

		June 30, 2025						December 31, 2024
	Note	Number of<br>Shares			Carrying<br>Amount			Number of<br>Shares			Carrying<br>Amount
Balance, beginning of year			263,021,847			2,346,728			262,775,853			2,375,950
Share issuances			—			—			96,399			164
Share issuance costs			—			—			—			(59	)
Share repurchases			(5,761,735	)		(51,714	)		(5,002,372	)		(45,165	)
Acquisitions			—			—			1,259,536			4,137
Employee awards exercised			90,275			240			3,892,431			11,701
Balance, end of period			257,350,387			2,295,254			263,021,847			2,346,728

During the six months ended June 30, 2025, the Company purchased and cancelled 5.8 million common shares at a weighted average price, excluding commissions, of $2.57 (US$1.79) per common share for a total cost of $15.0 million including commissions.

SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2025

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

Share-based compensation

The Company has a number of share-based compensation plans which include simple and performance warrants, stock options, restricted share units (“RSUs”) and deferred share units (“DSUs”). During 2019, the Company established the stock option, RSU and DSU plans to replace the granting of simple warrants and performance warrants.

The components of share-based compensation expense are as follows:

	Three months ended <br>June 30					Six months ended<br>June 30
	2025			2024		2025			2024
Equity-settled expense
Stock options (B)		—			1		—			1
Restricted share units (1) (C)		3,621			4,310		6,080			6,751
Cash-settled (recovery) expense
Deferred share units (1)(2) (D)		(702	)		572		(1,773	)		2,974
		2,919			4,883		4,307			9,726

For the six months ended June 30, 2024, the Company recognized share-based compensation expense under Nova Cannabis Inc.’s (“Nova”) RSU plan of $6 and share-based compensation expense under Nova’s DSU plan of $903.
Cash-settled DSUs are accounted for as a liability and are measured at fair value based on the market value of the Company’s common shares at each period end. Fluctuations in the fair value are recognized during the period in which they occur.

Equity-settled plans

Simple and performance warrants

The Company issued simple warrants and performance warrants to employees, directors and others at the discretion of the Board. Simple and performance warrants granted generally vest annually over a three-year period, simple warrants expire five years after the grant date and performance warrants expire five years after vesting criteria are met.

The following table summarizes changes in the simple and performance warrants during the six months ended June 30, 2025:

			Weighted<br>average<br>exercise price			Weighted<br>average<br>exercise price
Balance at December 31, 2024	38,880		$	57.22	24,800	$	59.07
Expired	(17,440	)		16.91	—		0.00
Balance at June 30, 2025	21,440		$	90.00	24,800	$	59.07

SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2025

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

The following table summarizes outstanding simple and performance warrants as at June 30, 2025:

						Warrants exercisable
Range of exercise prices		Weighted<br>average<br>exercise<br>price		Weighted<br>average<br>contractual<br>life (years)		Number of<br>warrants		Weighted<br>average<br>exercise<br>price		Weighted<br>average<br>contractual<br>life (years)
Simple warrants
62.50 - 93.75	16,000		62.50		1.53		16,000		62.50		1.53
125.00 - 312.50	5,440		170.89		2.03		5,440		170.89		2.03
	21,440	$	90.00		1.66		21,440	$	90.00		1.66
Performance warrants
6.25 - 9.38	6,400		6.25	n/a			6,400		6.25		0.67
29.69 - 45.31	6,400		31.25	n/a			6,400		31.25		0.67
62.50 - 93.75	9,334		77.68	n/a			1,334		93.75		0.67
125.00 - 218.75	2,666		187.50	n/a			—		—	n/a
	24,800	$	59.07	n/a			14,134	$	25.83		0.67

All values are in US Dollars.

Stock options

The Company issues stock options to employees and others at the discretion of the Board. Stock options granted generally vest annually over a three-year period and generally expire ten years after the grant date.

The following table summarizes changes in stock options during the six months ended June 30, 2025:

			Weighted<br>average<br>exercise price
Balance at December 31, 2024	571,758		$	12.44
Forfeited	(1,667	)		11.79
Expired	(300	)		31.50
Balance at June 30, 2025	569,791		$	12.43

The following table summarizes outstanding stock options as at June 30, 2025:

				Stock options exercisable
Exercise prices		Weighted<br>average<br>contractual<br>life (years)		Number of<br>options		Weighted<br>average<br>contractual<br>life (years)
11.50	10,000		4.91		10,000		4.91
11.90	8,160		4.99		8,160		4.99
31.50	2,700		3.59		2,700		3.59
11.79 - 38.88	548,931		1.36		548,931		1.36
	569,791		1.49		569,791		1.49

All values are in US Dollars.

Restricted share units

RSUs are granted to employees and the vesting requirements and maximum term are at the discretion of the Board. RSUs are exchangeable for an equal number of common shares.

SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2025

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

The following table summarizes changes in RSUs during the six months ended June 30, 2025:


Balance at December 31, 2024	9,370,685
Granted	4,082,665
Forfeited	(192,467	)
Exercised	(90,275	)
Balance at June 30, 2025	13,170,608

At June 30, 2025, no RSUs were vested or exercisable. During the six months ended June 30, 2025, 0.8 million RSUs were granted that included a non-market vesting condition based on the Company’s successful completion of reorganization targets.

Cash-settled plans

Deferred share units

DSUs are granted to directors and generally vest in equal instalments over one year. DSUs are settled by making a cash payment to the holder equal to the fair value of the Company’s common shares calculated at the date of such payment.

As at June 30, 2025, the Company recognized a liability of $5.3 million relating to the fair value of cash-settled DSUs (December 31, 2024 – $7.1 million). The liability is included as a non-current liability within other liabilities.

The following table summarizes changes in DSUs during the six months ended June 30, 2025:

	DSUs<br>outstanding
Balance at December 31, 2024		3,043,070
Granted		318,766
Balance at June 30, 2025		3,361,836

At June 30, 2025, 2.46 million DSUs were vested but none were exercisable (December 31, 2024 – 2.14 million).

The DSU plan was amended for grants made in 2025 and onward, allowing directors who have met the Company’s share ownership guidelines to select a redemption date based on specific criteria. All DSUs granted prior to December 31, 2024 can only be exercised once a director ceases to be on the Board.

NET revenue

Liquor retail revenue is derived from the sale of wines, beers and spirits to customers and proprietary licensing. Cannabis retail revenue is derived from retail cannabis sales to customers, proprietary licensing, franchise revenue consisting of royalty and franchise fee revenue, and other revenue consisting of millwork, supply and accessories revenue. Cannabis operations revenue is derived from contracts with customers and is comprised of sales to provincial boards that sell cannabis through their respective distribution models, sales to licensed producers for further processing, provision of proprietary cannabis processing services, product development, manufacturing and commercialization of cannabis consumer products and sales to medical customers.

SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2025

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

	Three months ended <br>June 30				Six months ended<br>June 30
	2025		2024		2025		2024
Liquor retail revenue
Retail		141,479		140,223		250,501		256,027
Proprietary licensing		450		337		900		587
Liquor retail revenue		141,929		140,560		251,401		256,614
Cannabis retail revenue
Retail		78,891		70,740		151,147		137,092
Proprietary licensing		4,280		3,847		8,357		7,349
Franchise		1,228		1,482		2,435		2,934
Cannabis retail revenue		84,399		76,069		161,939		147,375
Cannabis operations revenue, net of intersegment elimination
Provincial boards		20,018		17,689		38,456		30,437
Wholesale		11,133		7,609		22,616		15,135
Analytical testing and other		106		334		310		658
Cannabis operations revenue, net of intersegment elimination		31,257		25,632		61,382		46,230
Gross revenue		257,585		242,261		474,722		450,219
Excise taxes		12,816		14,134		25,039		24,342
Net revenue		244,769		228,127		449,683		425,877

Investment income (LOSS)

	Three months ended <br>June 30					Six months ended<br>June 30
	2025		2024			2025		2024
Interest income from investments at amortized cost		18		733			1,391		1,614
Interest and fee income from investments at fair value through profit and loss ("FVTPL")		—		449			—		1,499
Interest income from cash		1,300		2,036			2,783		4,196
Gain (loss) on marketable securities		211		(14	)		211		(69	)
		1,529		3,204			4,385		7,240

SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2025

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

Other expenses, NET

	Three months ended <br>June 30						Six months ended<br>June 30
	2025			2024			2025			2024
Finance (costs) income
Accretion on lease liabilities		(1,798	)		(1,933	)		(3,628	)		(3,887	)
Change in fair value of investments at FVTPL		—			(575	)		—			(575	)
Financial guarantee liability recovery		14			(8	)		28			19
Other finance (costs) recoveries		(18	)		169			(59	)		275
Interest income		155			190			322			386
Total finance costs		(1,647	)		(2,157	)		(3,337	)		(3,782	)
Change in fair value of derivative warrants		13			1,800			25			500
Transaction costs		(318	)		(857	)		(1,096	)		(995	)
Foreign exchange loss		(166	)		(203	)		(364	)		(412	)
		(2,118	)		(1,417	)		(4,772	)		(4,689	)

SUPPLEMENTAL CASH FLOW DISCLOSURES

	Three months ended <br>June 30						Six months ended<br>June 30
	2025			2024			2025			2024
Cash provided by (used in):
Accounts receivable		374			(931	)		(1,217	)		3,895
Biological assets		(372	)		240			(1,123	)		129
Inventory		(806	)		959			(6,377	)		(6,680	)
Prepaid expenses and deposits		(4,131	)		(4,434	)		1,848			45
Investments		(27	)		77			—			219
Right of use assets		(2,955	)		(250	)		(2,949	)		(1,170	)
Property, plant and equipment		(20	)		(2	)		(29	)		373
Accounts payable and accrued liabilities		(8,859	)		(378	)		(7,615	)		(7,088	)
Lease liabilities		3,172			207			3,234			1,236
		(13,624	)		(4,512	)		(14,228	)		(9,041	)
Changes in non-cash working capital relating to:
Operating		(13,763	)		(4,650	)		(14,476	)		(9,709	)
Investing		(47	)		75			(29	)		570
Financing		186			63			277			98
		(13,624	)		(4,512	)		(14,228	)		(9,041	)

SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2025

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

Earnings (Loss) per share

	Three months ended <br>June 30					Six months ended<br>June 30
	2025		2024			2025			2024
Weighted average shares outstanding (000s)
Basic (1)		257,310		263,832			258,213			263,400
Dilutive effect of RSUs		5,990		—			—			—
Diluted (1)		263,300		263,832			258,213			263,400
Net earnings (loss) attributable to owners of the Company		2,885		(5,772	)		(11,822	)		(8,326	)
Per share - basic and diluted	$	0.01	$	(0.02	)	$	(0.05	)	$	(0.03	)

For the six months ended June 30, 2025, there were 118.4 thousand equity classified warrants, 50.0 thousand derivative warrants, 21.4 thousand simple warrants, 24.8 thousand performance warrants, 0.6 million stock options and 13.2 million RSUs that were excluded from the calculation as the impact was anti-dilutive (six months ended June 30, 2024 – 0.1 million equity classified warrants, 9.9 million derivative warrants, 0.1 million simple warrants, 0.1 million performance warrants, 0.7 million stock options and 13.5 million RSUs).
Financial instruments

The financial instruments recognized on the consolidated statement of financial position are comprised of cash and cash equivalents, restricted cash, marketable securities, accounts receivable, investments at amortized cost, investments at FVTPL, investments at FVOCI, accounts payable and accrued liabilities and derivative warrants.

Fair value

The carrying value of cash and cash equivalents, restricted cash, accounts receivable and accounts payable and accrued liabilities approximate their fair value due to the short-term nature of the instruments. The carrying value of investments at amortized cost approximate their fair value as the fixed interest rates approximate market rates for comparable transactions.

Fair value measurements of marketable securities, investments at FVOCI and derivative warrants are as follows:

			Fair value measurements using
June 30, 2025	Carrying<br>amount		Level 1		Level 2		Level 3
Recurring measurements:
Financial assets
Marketable securities		37		37		—		—
Investments at FVOCI		20,781		20,781		—		—
Financial liabilities
Derivative warrants (1)		1		—		—		1
			Fair value measurements using
December 31, 2024	Carrying<br>amount		Level 1		Level 2		Level 3
Recurring measurements:
Financial assets
Marketable securities		139		139		—		—
Investments at FVOCI		8,053		8,053		—		—
Financial liabilities
Derivative warrants (1)		26		—		—		26

SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2025

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

The carrying amount is an estimate of the fair value of the derivative warrants and is presented as a current liability. The Company has no cash obligation with respect to the derivative warrants, rather it will deliver common shares if and when warrants are exercised.

There were no transfers between Levels 1, 2 and 3 inputs during the period.

RELATED PARTIES

The Company entered into the following related party transactions during the periods noted, in addition to those disclosed in note 13 relating to the Company’s joint venture.

A former member of key management personnel (retired from SNDL on September 10, 2024) jointly controls a company that owns property leased to SNDL for one of its retail liquor stores. The lease term is from November 1, 2017 to October 31, 2027 and includes extension terms from November 1, 2027 to October 31, 2032 and November 1, 2032 to October 31, 2037. Monthly rent for the location includes base rent, common area costs and sign rent. The rent amounts are subject to increases in accordance with the executed lease agreement. For the period January 1, 2024 to June 30, 2024, the Company paid $83.4 thousand in total rent with respect to this lease.

Commitments and contingencies

The following table summarizes contractual commitments at June 30, 2025:


Accounts payable and accrued liabilities	49,162	—	—	—	49,162
Financial guarantee liability	—	191	—	—	191
Loyalty liability	—	71	—	—	71
Balance, end of year	49,162	262	—	—	49,424

Commitments

The Company has entered into certain supply agreements to provide dried cannabis and cannabis products to third parties. The contracts require the provision of various amounts of dried cannabis on or before certain dates. Should the Company not deliver the product in the agreed timeframe, financial penalties apply which may be paid either in product in-kind or cash.

Contingencies

From time to time, the Company and its subsidiaries are or may become involved in various legal claims and actions which arise in the ordinary course of their business and operations. While the outcome of any such claim or action is inherently uncertain, after consulting with counsel, the Company believes that the losses that may result, if any, will not be material to the consolidated financial statements.

Subsequent Events

acquisition of cost cannabis and t cannabis locations from 1cm

On April 9, 2025, the Company announced that it had entered into an arrangement agreement (the “1CM Agreement”) with 1CM Inc. (“1CM”) pursuant to which it would acquire 32 cannabis retail stores (the “1CM Transaction”) operating under the Cost Cannabis and T Cannabis banners in Ontario, Alberta and Saskatchewan (the “1CM Stores”). The Company has also paid a deposit of $1.0 million to be held in escrow until the 1CM Transaction closes.

SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2025

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

Under the terms of the 1CM Agreement, the Company will acquire, with the option to assign, the 1CM Stores for total consideration of $32.2 million cash, subject to certain adjustments at the closing of the 1CM Transaction (the “Closing”). The 1CM Stores are comprised of 2 stores in Alberta, 3 stores in Saskatchewan and 27 stores located in Ontario.

The 1CM Transaction is to be completed by way of an arrangement under the Business Corporations Act (Ontario). On June 16, 2025, 1CM announced the approval of the 1CM Transaction by 1CM shareholders.

On June 18, 2025, 1CM announced that the Ontario Superior Court of Justice (Commercial List) approved the plan of arrangement involving SNDL.

Closing remains subject to the satisfaction of certain customary closing conditions, including certain outstanding regulatory approvals. Subject to the satisfaction or waiver of all of the conditions to the Closing, the 1CM Transaction is expected to be completed in the third quarter of 2025.

EX-99.2

EXHIBIT 99.2

SNDL Inc.

Management’s Discussion and Analysis

For the three and six months ended June 30, 2025

Management’s Discussion and Analysis

This Management’s Discussion and Analysis (“MD&A”) of the financial condition and performance of SNDL Inc. (“SNDL” or the “Company”) for the three and six months ended June 30, 2025 is dated July 30, 2025. This MD&A should be read in conjunction with the Company’s condensed consolidated interim financial statements and the notes thereto for the three and six months ended June 30, 2025 (the “Interim Financial Statements”) and the audited consolidated financial statements and notes thereto for the year ended December 31, 2024 (the “Audited Financial Statements”) and the risks identified in the Company’s Annual Information Form for the year ended December 31, 2024 (the “AIF”) and elsewhere in this MD&A. This MD&A has been prepared in accordance with National Instrument 51-102 - Continuous Disclosure Obligations and is presented in thousands of Canadian dollars, except where otherwise indicated.

MD&A – Table of Contents

COMPANY OVERVIEW	1
RECENT DEVELOPMENTS	2
Other developments	2
FINANCIAL HIGHLIGHTS	3
CONSOLIDATED RESULTS	4
OPERATING SEGMENTS	6
LIQUOR RETAIL SEGMENT RESULTS	8
CANNABIS RETAIL SEGMENT RESULTS	9
CANNABIS OPERATIONS SEGMENT RESULTS	10
INVESTMENTS SEGMENT RESULTS	11
SELECTED QUARTERLY INFORMATION	11
LIQUIDITY AND CAPITAL RESOURCES	12
CONTRACTUAL COMMITMENTS AND CONTINGENCIES	15
NON-IFRS FINANCIAL MEASURES AND OTHER MEASURES	15
RELATED PARTIES	17
OFF BALANCE SHEET ARRANGEMENTS	17
CRITICAL ACCOUNTING POLICIES AND ESTIMATES	17
NEW ACCOUNTING PRONOUNCEMENTS	18
RISK FACTORS	18
DISCLOSURE CONTROLS AND PROCEDURES	18
INTERNAL CONTROL OVER FINANCIAL REPORTING	18
REMEDIATION	19
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING	19
ABBREVIATIONS	19
FORWARD-LOOKING INFORMATION	19
ADDITIONAL INFORMATION	21

COMPANY OVERVIEW

SNDL operates under four reportable segments:

Liquor retail sales of wines, beers and spirits;
Cannabis retail sales of cannabis products and accessories through corporate-owned and franchised cannabis retail operations;
Cannabis operations as a licensed producer that grows cannabis using indoor facilities and manufactures cannabis products, providing proprietary cannabis processing services; and
Investments targeting the cannabis industry.

The principal activities of the Company are (i) the retailing of wines, beers and spirits under the Wine and Beyond, Ace Liquor and Liquor Depot retail banners; (ii) the operation and support of corporate-owned and franchised retail cannabis stores in certain Canadian jurisdictions where the private sale of adult-use cannabis is permitted, under the Value Buds and Spiritleaf retail banners; (iii) the manufacturing of cannabis products providing proprietary cannabis processing services, the production, distribution and sale of cannabis in Canada and for export pursuant to the Cannabis Act (Canada) (the “Cannabis Act”) through an owned and licensed cannabis brand portfolio that includes Top Leaf, Contraband, Palmetto, Bon Jak, La Plogue, Versus, Grasslands, Pearls by Grön, No Future and Bhang Chocolate; and (iv) the provision of financial services through the deployment of capital to direct and indirect investments and partnerships throughout the cannabis industry. The Cannabis Act regulates the production, distribution, and possession of cannabis for both medical and adult-use access in Canada.

The Company produces and markets cannabis products for the Canadian adult-use market and for the international medicinal market. SNDL’s operations cultivate cannabis using approximately 380,000 square feet of total space in Atholville, New Brunswick. SNDL’s extraction and manufacturing operations include approximately 74,100 square feet of total space in British Columbia and approximately 65,500 square feet of total space in Ontario.

SNDL and its subsidiaries operate solely in Canada. Through its joint venture, SunStream Bancorp Inc. (“SunStream”), the Company provides growth capital that pursues indirect investment and financial services opportunities in the cannabis sector, as well as other investment opportunities. The current investment portfolio of SunStream is comprised of secured debt, hybrid debt and derivative instruments issued by United States based cannabis businesses. The Company also makes strategic portfolio investments in debt and equity securities.

SNDL was incorporated under the Business Corporations Act (Alberta) (the “ABCA”) on August 19, 2006. The Company’s common shares are listed under the symbol “SNDL” on the Nasdaq Capital Market (the “Nasdaq”) and the Canadian Securities Exchange (the “CSE”).

SNDL is headquartered in Edmonton, Alberta, with operations in Kelowna, British Columbia, Bolton, Ontario, London, Ontario, Toronto, Ontario and Atholville, New Brunswick, and corporate-owned and franchised retail liquor and cannabis stores in five provinces across Canada.

SNDL’s overall strategy is to build sustainable, long-term shareholder value by improving liquidity and cost of capital while optimizing the capacity and capabilities of its production facilities in the creation of a consumer-centric brand and product portfolio. SNDL’s retail operations will continue to build a Canadian retail liquor brand and a network of retail cannabis stores across Canadian jurisdictions where the private distribution of cannabis is legal. SNDL’s investment operations seek to deploy capital through direct and indirect investments and partnerships throughout the cannabis industry.

RECENT DEVELOPMENTS

Rise Rewards Loyalty Program

On April 22, 2025, the Company announced the launch of its Rise Rewards loyalty program, designed to help Value Buds customers save more, earn more, and get even more from every visit. Rise Rewards is available at all Value Buds locations in Alberta, Ontario, Saskatchewan, and Manitoba. Customers can earn points with every visit and by participating in the Company’s recycling initiative, reinforcing Value Buds’ commitment to affordability, sustainability, and customer appreciation. By leveraging insights from Rise Rewards, the Company aims to optimize Value Buds’ pricing strategies and marketing efforts to provide superior customer experiences. The Company intends to expand the program across its retail banners in the future.

acquisition of cost cannabis and t cannabis locations from 1cm

The 1CM Transaction is to be completed by way of an arrangement under the Business Corporations Act (Ontario). On June 16, 2025, 1CM announced the approval of the 1CM Transaction by 1CM shareholders.

On June 18, 2025, 1CM announced that the Ontario Superior Court of Justice (Commercial List) approved the plan of arrangement involving SNDL.

The 1CM Transaction is expected to strengthen the Company’s financial condition as the addition of the 1CM Stores will increase the Company’s exposure to a broad consumer base in key Canadian markets. The Company’s financial performance and cash flows are projected to improve based on current 1CM store level operating results.

OTHER DEVELOPMENTS

U.S. TARIFFS

In response to the new tariffs imposed by the U.S., several Canadian provinces have taken retaliatory measures by removing U.S. alcohol from store shelves and restaurant, bar and retailer fulfillment catalogues. Recently, some provinces, including Alberta, have lifted their ban on U.S. liquor imports, however, there remains a 25% retaliatory tariff in place.

CSE LISTING

On April 11, 2025, the Company announced that its common shares had commenced trading on the CSE under the symbol “SNDL”, effective April 11, 2025. The CSE listing provides the Company additional flexibility as it continues to scale its operations and capitalize on emerging opportunities, as well as provide the Company’s shareholders with the opportunity to transact in a Canadian market, in Canadian dollars. The Company’s common shares trade on the CSE in Canadian dollars and continue to trade on the Nasdaq in U.S. dollars.

share repurchase program

On November 14, 2024, the Company announced that the board of directors of the Company (the “Board”) approved a renewal of the share repurchase program upon its expiry on November 20, 2024. The share repurchase program authorizes the Company to repurchase up to $100 million of its outstanding common shares through open market purchases at prevailing market prices. SNDL may purchase up to a maximum of approximately 13.2 million common shares under the share repurchase program, representing approximately 5% of the issued and outstanding common shares as at the date of announcement, and will expire on November 20, 2025. The share repurchase program does not require the Company to purchase any minimum number of common shares and repurchases may be suspended or terminated at any time at the Company’s discretion. The actual number of common shares which may be purchased pursuant to the share repurchase program and the timing of any purchases will be determined by SNDL’s management and the Board. All common shares purchased pursuant to the share repurchase program will be returned to treasury for cancellation.

On April 30, 2025, the Board approved an amendment to the Company’s share repurchase program to increase the maximum number of common shares that the Company may repurchase up to 10% of the public float of the Company.

No common shares were repurchased during the three months ended June 30, 2025. For the six months ended June 30, 2025, the Company purchased and cancelled 5.8 million common shares at a weighted average price, excluding commissions, of $2.57 (US$1.79) per common share for a total cost of $15.0 million including commissions.

Refer to “Liquidity and Capital Resources – Equity” below for further details regarding common shares purchased and cancelled.

FINANCIAL HIGHLIGHTS

The following table summarizes selected financial information of the Company for the periods noted.

($000s, except per share amounts)
Financial Results
Net revenue	244,769		228,127		16,642		7	%
Cost of sales	177,168		169,963		7,205		4	%
Gross profit	67,601		58,164		9,437		16	%
Gross margin (1)	27.6	%	25.5	%			2.1	%
Operating income (loss)	5,003		(4,834	)	9,837		203	%
Adjusted operating income (loss) (2)	5,830		(4,613	)	10,443		226	%
Net earnings (loss) attributable to owners of the Company	2,885		(5,772	)	8,657		150	%
Per share, basic and diluted	0.01		(0.02	)	0.03		150	%
Change in cash and cash equivalents	(12,643	)	(6,020	)	(6,623	)	-110	%
Free cash flow (2)	(7,869	)	(5,601	)	(2,268	)	-40	%
Statement of Financial Position
Cash and cash equivalents	208,224		182,934		25,290		14	%
Inventory	133,466		132,912		554		0	%
Right of use assets	116,759		119,473		(2,714	)	-2	%
Property, plant and equipment	154,854		132,362		22,492		17	%
Total assets	1,293,420		1,474,055		(180,635	)	-12	%

Gross margin is a supplementary financial measure calculated by dividing gross profit by net revenue for the periods noted. Refer to the “Non-IFRS Financial Measures and Other Measures” section of this MD&A for further information.
Adjusted operating income (loss) and free cash flow are specified financial measures that do not have standardized meanings prescribed by International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards”) and therefore may not be comparable to similar measures used by other companies. Refer to the “Non-IFRS Financial Measures and Other Measures” section of this MD&A for further information.

CONSOLIDATED RESULTS

General and administrative

	Three months ended <br>June 30				Six months ended<br>June 30
($000s)	2025		2024		2025		2024
Salaries and wages		28,706		29,693		57,136		59,614
Consulting fees		878		1,604		2,960		2,535
Office and general		12,081		12,173		24,233		23,162
Professional fees		807		2,040		2,311		3,542
Merchant processing fees		1,805		1,739		3,273		3,149
Director fees		240		243		481		362
Other		859		544		1,341		367
		45,376		48,036		91,735		92,731

General and administrative expenses for the three months ended June 30, 2025 were $45.4 million compared to $48.0 million for the three months ended June 30, 2024. The decrease of $2.6 million was mainly due to decreases in salaries and wages, consulting fees and professional fees. The decrease in salaries and wages was due to the ongoing restructuring project aimed at reducing corporate overheads. The decrease in consulting fees was mainly due to the timing of various projects aimed at supporting corporate initiatives. The decrease in professional fees was mostly due to public company reporting and legal costs incurred by Nova Cannabis Inc. (“Nova”) in the prior year.

General and administrative expenses for the six months ended June 30, 2025 were $91.7 million compared to $92.7 million for the six months ended June 30, 2024. The decrease of $1.0 million was mainly due to decreases in salaries and wages and professional fees, partially offset by an increase in office and general expenses and other expenses. The decrease in salaries and wages was due to the ongoing restructuring project aimed at reducing corporate overheads. The decrease in professional fees was mostly due to public company reporting and legal costs incurred by Nova in the prior year. The increase in office and general was mainly due to the acquisition of Indiva Limited (“Indiva”) and increases in insurance, licensing and software costs. The increase in other expenses was mainly due to expected credit loss recoveries in the prior period, driven by initiatives focused on collectability as well as having more historical collection data providing better evidence for future collectability estimates.

Share-based compensation

	Three months ended <br>June 30					Six months ended<br>June 30
($000s)	2025			2024		2025			2024
Equity-settled expense
Stock options		—			1		—			1
Restricted share units		3,621			4,310		6,080			6,751
Cash-settled expense
Deferred share units		(702	)		572		(1,773	)		2,974
		2,919			4,883		4,307			9,726

Share-based compensation expense includes the expense related to the Company’s issuance of simple and performance warrants, stock options, restricted share units (“RSUs”) and deferred share units (“DSUs”) to employees, directors, and others at the discretion of the Board. DSUs are accounted for as a liability instrument and measured at fair value based on the market value of the Company’s common shares at each period end. Share-based compensation also includes the

expense related to Nova and their granting of RSUs and DSUs during the applicable comparative period (which pre-dated the completion of the Nova acquisition on October 21, 2024).

Share-based compensation expense for the three months ended June 30, 2025 was $2.9 million compared to $4.9 million for the three months ended June 30, 2024. The decrease of $2.0 million was due to a decrease in RSU expense and DSU expense. The decrease in RSU expense was caused by the vesting of RSUs granted in prior years and a decrease in the number and value of RSUs granted in the current year. The decrease in DSU expense was caused by the change in fair value of SNDL’s DSUs and Nova DSU expense in the comparative period. Both the current and comparative periods experienced a decrease in fair value resulting from a decrease in SNDL’s share price, however, the current period decrease was more than the comparative period.

Share-based compensation expense for the six months ended June 30, 2025 was $4.3 million compared to $9.7 million for the six months ended June 30, 2024. The decrease of $5.4 million was due to a decrease in RSU expense and DSU expense. The decrease in RSU expense was caused by the vesting of RSUs granted in prior years and a decrease in the number and value of RSUs granted in the current year. The decrease in DSU expense was caused by the change in fair value of SNDL’s DSUs and Nova DSU expense in the comparative period. The six months ended June 30, 2025 had a decrease in fair value resulting from a decrease in SNDL’s share price, whereas the comparative period had an increase in fair value resulting from an increase in SNDL’s share price.

Change in estimate of fair value of derivative warrants

	Three months ended <br>June 30						Six months ended<br>June 30
($000s)	2025			2024			2025			2024
Change in estimate of fair value of derivative warrants		(13	)		(1,800	)		(25	)		(500	)

Change in estimate of fair value of derivative warrants is reported within other expenses, net, as disclosed in note 19 in the Interim Financial Statements.

Change in estimate of fair value of derivative warrants for the three months ended June 30, 2025 was a recovery of $13.0 thousand compared to a recovery of $1.8 million for the three months ended June 30, 2024. The change in estimate of fair value of derivative warrants is smaller in the current period due to the expiration of common share purchase warrants that were issued in February 2021 and expired in September 2024. The recovery in the current period is due to a decrease in fair value, mainly due to a decrease in the Company’s closing share price on the Nasdaq from US$1.41 on March 31, 2025 to US$1.21 on June 30, 2025. The recovery in the prior period relates to a decrease in fair value, mainly due to a decrease in the Company’s closing share price on the Nasdaq from US$2.01 on March 31, 2024, to US$1.90 on June 30, 2024.

Change in estimate of fair value of derivative warrants for the six months ended June 30, 2025 was a recovery of $25.0 thousand compared to a recovery of $0.5 million for the six months ended June 30, 2024. The change in estimate of fair value of derivative warrants is smaller in the current period due to the expiration of common share purchase warrants that were issued in February 2021 and expired in September 2024. The recovery in the current period is due to a decrease in fair value, mainly due to a decrease in the Company’s closing share price on the Nasdaq from US$1.79 on December 31, 2024 to US$1.21 on June 30, 2025. The recovery in the prior period relates to a decrease in fair value, mainly due to the approaching expiry date of most of the derivative warrants in the third quarter of 2024.

Operating income (loss)

	Three months ended <br>June 30					Six months ended<br>June 30
($000s)	2025		2024			2025			2024
Operating income (loss)		5,003		(4,834	)		(7,050	)		(9,211	)

Operating income for the three months ended June 30, 2025 was $5.0 million compared to a loss of $4.8 million for the three months ended June 30, 2024. The increase in operating income of $9.8 million was due to an increase in gross profit ($9.4 million) and decreases in general and administrative expenses ($2.6 million), share-based compensation expense ($2.0 million) and asset impairment ($2.0 million), partially offset by decreases in investment income ($1.7 million) and share of profit of equity-accounted investees ($5.0 million).

Operating loss for the six months ended June 30, 2025 was $7.1 million compared to $9.2 million for the six months ended June 30, 2024. The decrease in operating loss of $2.1 million was due to an increase in gross profit ($15.7 million) and decreases in general and administrative expenses ($1.0 million), depreciation and amortization expense ($1.5 million), share-based compensation expense ($5.4 million) and asset impairment ($1.7 million), partially offset by decreases in investment income ($2.8 million) and share of profit of equity-accounted investees ($18.6 million) and increases in sales and marketing expense ($1.1 million) and restructuring costs ($1.0 million).

Net EARNINGS (loss)

	Three months ended <br>June 30					Six months ended<br>June 30
($000s)	2025		2024			2025			2024
Net earnings (loss)		2,885		(4,967	)		(11,822	)		(9,619	)

Net earnings for the three months ended June 30, 2025 was $2.9 million compared to a loss of $5.0 million for the three months ended June 30, 2024. The increase in net earnings of $7.9 million was largely due to an increase in gross profit ($9.4 million) and decreases in general and administrative expenses ($2.6 million), share-based compensation expense ($2.0 million) and asset impairment ($2.0 million), partially offset by decreases in investment income ($1.7 million), share of profit of equity-accounted investees ($5.0 million) and income tax recovery ($1.3 million).

Net loss for the six months ended June 30, 2025 was $11.8 million compared to $9.6 million for the six months ended June 30, 2024. The increase in net loss of $2.2 million was largely due to decreases in investment income ($2.8 million), share of profit of equity-accounted investees ($18.6 million) and income tax recovery ($4.3 million), increases in sales and marketing expense ($1.1 million) and restructuring costs ($1.0 million), partially offset by an increase in gross profit ($15.7 million) and decreases in general and administrative expenses ($1.0 million), depreciation and amortization expense ($1.5 million), share-based compensation expense ($5.4 million) and asset impairment ($1.7 million).

OPERATING SEGMENTS

The Company’s reportable segments are organized by business line and are comprised of four reportable segments: liquor retail, cannabis retail, cannabis operations, and investments.

Liquor retail includes the sale of wines, beers and spirits through wholly owned liquor stores. Cannabis retail includes the private sale of adult-use cannabis products and accessories through corporate-owned and franchised retail cannabis stores. Cannabis operations include the cultivation, distribution and sale of cannabis for the adult-use and medical markets domestically and for export, and providing proprietary cannabis processing services, in addition to product development, manufacturing, and commercialization of cannabis consumer packaged goods. Investments include the deployment of capital to investment opportunities. Certain overhead expenses not directly attributable to any operating segment are reported as “Corporate”.

($000s)
As at June 30, 2025
Total assets (1)	203,522	220,970	—		424,492	339,575	405,975	123,378		1,293,420
Six months ended June 30, 2025
Net revenue (2)	161,939	70,155	(33,812	)	198,282	251,401	—	—		449,683
Gross profit	41,509	18,444	—		59,953	64,289	—	—		124,242
Operating income (loss)	13,224	1,806	—		15,030	13,054	232	(35,366	)	(7,050	)
Adjusted operating income (loss) (3)	13,224	5,072	—		18,296	13,054	232	(34,783	)	(3,201	)
Three months ended June 30, 2025
Net revenue (2)	84,399	35,836	(17,395	)	102,840	141,929	—	—		244,769
Gross profit	21,882	9,233	—		31,115	36,486	—	—		67,601
Operating income (loss)	8,062	2,292	—		10,354	11,074	1,833	(18,258	)	5,003
Adjusted operating income (loss) (3)	8,062	2,663	—		10,725	11,074	1,833	(17,802	)	5,830

As at June 30, 2025, cash and cash equivalents have been allocated to Corporate from Investments.
The Company has eliminated $33.8 million for the six months ended June 30, 2025 and $17.4 million for the three months ended June 30, 2025 of cannabis operations revenue and equal cost of sales associated with sales to provincial boards that are expected to be subsequently repurchased by the Company’s licensed retail subsidiaries for resale, at which point the full retail sales revenue will be recognized.
Adjusted operating income (loss) is a specified financial measure that does not have standardized meaning prescribed by IFRS Accounting Standards and therefore may not be comparable to similar measures used by other companies. Refer to the “Non-IFRS Financial Measures and Other Measures” section of this MD&A for further information.

($000s)
As at December 31, 2024
Total assets	195,823	230,021		—		425,844	326,061	577,522	19,815		1,349,242
Six months ended June 30, 2024
Net revenue (2)	147,375	47,371		(25,483	)	169,263	256,614	—	—		425,877
Gross profit	37,627	6,418		—		44,045	64,519	—	—		108,564
Operating income (loss)	2,860	(1,025	)	—		1,835	10,661	21,535	(43,242	)	(9,211	)
Adjusted operating income (loss) (3)	2,860	(770	)	—		2,090	10,661	21,535	(43,365	)	(9,079	)
Three months ended June 30, 2024
Net revenue (2)	76,069	24,976		(13,478	)	87,567	140,560	—	—		228,127
Gross profit	19,268	3,183		—		22,451	35,713	—	—		58,164
Operating income (loss)	3,902	(1,916	)	—		1,986	8,481	8,456	(23,757	)	(4,834	)
Adjusted operating income (loss) (3)	3,902	(1,916	)	—		1,986	8,481	8,456	(23,536	)	(4,613	)

Total assets include cash and cash equivalents.
The Company has eliminated $25.5 million for the six months ended June 30, 2024 and $13.5 million for the three months ended June 30, 2024 of cannabis operations revenue and equal cost of sales associated with sales to provincial boards that are expected to be subsequently repurchased by the Company’s licensed retail subsidiaries for resale, at which point the full retail sales revenue will be recognized.
Adjusted operating income (loss) is a specified financial measure that does not have standardized meaning prescribed by IFRS Accounting Standards and therefore may not be comparable to similar measures used by other companies. Refer to the “Non-IFRS Financial Measures and Other Measures” section of this MD&A for further information.

LIQUOR RETAIL SEGMENT RESULTS

Operating income (loss)

	Three months ended <br>June 30						Six months ended<br>June 30
($000s)	2025			2024			2025			2024
Net revenue		141,929			140,560			251,401			256,614
Cost of sales		105,443			104,847			187,112			192,095
Gross profit		36,486			35,713			64,289			64,519
Gross margin (1)		25.7	%		25.4	%		25.6	%		25.1	%
General and administrative		16,479			17,901			33,471			35,986
Sales and marketing		1,151			797			1,926			1,290
Depreciation and amortization		7,782			8,395			15,880			17,368
Asset impairment (reversal)		—			92			—			(833	)
Loss (gain) on disposition of assets		—			47			(42	)		47
Operating income (loss)		11,074			8,481			13,054			10,661

Gross margin is a supplementary financial measure calculated by dividing gross profit by net revenue for the periods noted. Refer to the “Non-IFRS Financial Measures and Other Measures” section of this MD&A for further information.

Net revenue for the three months ended June 30, 2025 was $141.9 million compared to $140.6 million for the three months ended June 30, 2024. The increase of $1.3 million was due to an increase in overall customer traffic, partly impacted by the timing of holidays, and changing consumer preferences.

Net revenue for the six months ended June 30, 2025 was $251.4 million compared to $256.6 million for the six months ended June 30, 2024. The decrease of $5.2 million was due to a reduction in overall customer traffic and changing consumer preferences.

Cost of sales for liquor retail operations is comprised of the cost of wine, beer and spirits. Cost of sales for the three months ended June 30, 2025 was $105.4 million compared to $104.8 million for the three months ended June 30, 2024. The increase of $0.6 million was due to an overall increase in sales as noted above.

Cost of sales for the six months ended June 30, 2025 was $187.1 million compared to $192.1 million for the six months ended June 30, 2024. The decrease of $5.0 million was due to an overall decrease in sales as noted above.

Gross profit for the three months ended June 30, 2025 was $36.5 million (25.7%) compared to $35.7 million (25.4%) for the three months ended June 30, 2024. The increase of $0.8 million was partly due to the increase in net revenue and cost of sales noted above, and continued focus on private label portfolio.

Gross profit for the six months ended June 30, 2025 was $64.3 million (25.6%) compared to $64.5 million (25.1%) for the six months ended June 30, 2024. The decrease of $0.2 million was partly due to the reduction in net revenue and cost of sales noted above, partially offset by the impact of proprietary licensing arrangements and continued focus on private label portfolio.

During the six months ended June 30, 2024, the Company recorded impairment reversals on right of use assets of $0.3 million and property, plant and equipment of net $0.5 million due to improved store level operating results.

At July 30, 2025, the Ace Liquor store count was 133, the Liquor Depot store count was 19 and the Wine and Beyond store count was 13.

CANNABIS RETAIL SEGMENT RESULTS

Operating income (loss)

	Three months ended <br>June 30						Six months ended<br>June 30
($000s)	2025			2024			2025			2024
Net revenue		84,399			76,069			161,939			147,375
Cost of sales		62,517			56,801			120,430			109,748
Gross profit		21,882			19,268			41,509			37,627
Gross margin (1)		25.9	%		25.3	%		25.6	%		25.5	%
General and administrative		10,645			11,409			21,905			24,029
Sales and marketing		448			172			701			698
Depreciation and amortization		3,796			3,830			7,496			7,557
Asset impairment (reversal)		(1,073	)		(498	)		(1,804	)		2,030
Loss (gain) on disposition of assets		4			452			(13	)		452
Operating income (loss)		8,062			3,902			13,224			2,860

Gross margin is a supplementary financial measure calculated by dividing gross profit by net revenue for the periods noted. Refer to the “Non-IFRS Financial Measures and Other Measures” section of this MD&A for further information.

Net revenue for the three months ended June 30, 2025 was $84.4 million compared to $76.1 million for the three months ended June 30, 2024. The increase of $8.3 million is mainly attributable to an increase in same store sales, successful conversion of store formats and proprietary licensing arrangements.

Same store sales is a specified financial measure that does not have a standardized meaning prescribed by IFRS Accounting Standards and therefore may not be comparable to similar measures used by other companies. Refer to the “Non-IFRS Financial Measures and Other Measures” section of this MD&A for further information.

Net revenue for the six months ended June 30, 2025 was $161.9 million compared to $147.4 million for the six months ended June 30, 2024. The increase of $14.5 million is mainly attributable to an increase in same store sales, an increase in the number of stores, from both newly opened and acquired stores, successful conversion of store formats and proprietary licensing arrangements.

Cost of sales for the three months ended June 30, 2025 was $62.5 million compared to $56.8 million for the three months ended June 30, 2024. The increase of $5.7 million was due to a corresponding increase in same store sales.

Cost of sales for the six months ended June 30, 2025 was $120.4 million compared to $109.7 million for the six months ended June 30, 2024. The increase of $10.7 million was due to a corresponding increase in same store sales and newly opened and acquired stores.

Gross profit for the three months ended June 30, 2025 was $21.9 million (25.9%) compared to $19.3 million (25.3%) for the three months ended June 30, 2024. The increase of $2.6 million was due to increased corporate store sales.

Gross profit for the six months ended June 30, 2025 was $41.5 million (25.6%) compared to $37.6 million (25.5%) for the six months ended June 30, 2024. The increase of $3.9 million was due to increased corporate store sales and proprietary licensing arrangements which do not have an associated cost of sales.

During the six months ended June 30, 2025, the Company recorded impairment reversals on right of use assets of $1.0 million and property, plant and equipment of $0.8 million due to improved store level operating results. During the six months ended June 30, 2024, the Company recorded net impairments on right of use assets of $1.5 million and property, plant and equipment of $0.6 million due to underperforming operating results of certain stores.

At July 30, 2025, the Spiritleaf store count was 61 (4 corporate stores and 57 franchise stores) and the Value Buds store count was 123 corporate stores.

CANNABIS OPERATIONS SEGMENT RESULTS

Operating income (loss)

	Three months ended <br>June 30						Six months ended<br>June 30
($000s)	2025			2024			2025			2024
Net revenue		35,836			24,976			70,155			47,371
Cost of sales		26,603			21,793			51,711			40,953
Gross profit		9,233			3,183			18,444			6,418
Gross margin (1)		25.8	%		12.7	%		26.3	%		13.5	%
General and administrative		3,977			1,373			7,501			1,467
Sales and marketing		1,829			1,942			4,235			3,031
Research and development		98			109			198			146
Depreciation and amortization		690			521			1,443			1,259
Restructuring costs		371			—			570			255
Asset impairment		9			1,325			2,724			1,378
(Gain) loss on disposition of assets		(33	)		(171	)		(33	)		(93	)
Operating income (loss)		2,292			(1,916	)		1,806			(1,025	)

Gross margin is a supplementary financial measure calculated by dividing gross profit by net revenue for the periods noted. Refer to the “Non-IFRS Financial Measures and Other Measures” section of this MD&A for further information.

The Company’s revenue comprises bulk and packaged sales under the Cannabis Act pursuant to its supply agreements with Canadian provincial boards, other licensed producers and international exports, proprietary extraction services, white label product formulation and manufacturing, the sale of bulk winterized oil and distillate, toll processing and co-packaging services and analytical testing.

Net revenue for the three months ended June 30, 2025 was $35.8 million compared to $25.0 million for the three months ended June 30, 2024. The increase of $10.8 million was mainly due to the impact of sales from the acquisition of Indiva and increased wholesale sales, partially offset by a decrease in sales to provincial boards.

Net revenue for the six months ended June 30, 2025 was $70.2 million compared to $47.4 million for the six months ended June 30, 2024. The increase of $22.8 million was mainly due to the impact of sales from the acquisition of Indiva and increased wholesale sales, partially offset by a decrease in sales to provincial boards.

Cost of sales for the three months ended June 30, 2025 were $26.6 million compared to $21.8 million for the three months ended June 30, 2024. The increase of $4.8 million was mainly due to an increase in cost of sales correlating to increased revenue, partially offset by a decrease in inventory impairment and obsolescence of $0.8 million based on improved product management and demand planning.

Cost of sales for the six months ended June 30, 2025 were $51.7 million compared to $41.0 million for the six months ended June 30, 2024. The increase of $10.7 million was mainly due to an increase in cost of sales correlating to increased revenue, partially offset by a decrease in inventory impairment and obsolescence of $2.2 million based on improved product management and demand planning.

Gross profit for the three months ended June 30, 2025 was $9.2 million (25.8%) compared to $3.2 million (12.7%) for the three months ended June 30, 2024. The increase of $6.0 million was due to the increase in net revenue, decrease in inventory impairment and obsolescence and increased production efficiencies, as noted above.

Gross profit for the six months ended June 30, 2025 was $18.4 million (26.3%) compared to negative $6.4 million (13.5%) for the six months ended June 30, 2024. The increase of $12.0 million was due to the increase in net revenue, decrease in inventory impairment and obsolescence and increased production efficiencies, as noted above.

The increase in general and administrative expenses for the three and six months ended June 30, 2025 was mainly due to the impact of the Indiva acquisition, increases in employment and maintenance costs and the reversal of expected credit losses in the comparative period.

During the six months ended June 30, 2025, the Company recorded impairments on property, plant and equipment of $2.7 million due to the consolidation of the Company’s edible facilities as part of its integration strategy. During the six months ended June 30, 2024, the Company recorded impairments on assets held for sale of $1.3 million due to secondary commercial real estate market conditions.

INVESTMENTS SEGMENT RESULTS

Operating income (loss)

	Three months ended <br>June 30				Six months ended<br>June 30
($000s)	2025		2024		2025			2024
Investment income		1,529		3,204		4,385			7,240
Share of profit (loss) of equity-accounted investees		304		5,252		(4,153	)		14,400
General and administrative		—		—		—			105
Operating income (loss)		1,833		8,456		232			21,535

Investment income for the three months ended June 30, 2025 was $1.5 million compared to income of $3.2 million for the three months ended June 30, 2024. The decrease of $1.7 million was mainly due to lower interest revenue in the current period caused by the reimbursement of principal and interest owed on a convertible debenture in July 2024, the reimbursement of principal owed on a promissory note in November 2024 and a decrease in interest revenue from cash.

Investment income for the six months ended June 30, 2025 was $4.4 million compared to income of $7.2 million for the six months ended June 30, 2024. The decrease of $2.8 million was mainly due to lower interest revenue in the current period caused by the reimbursement of principal and interest owed on a convertible debenture in July 2024, the reimbursement of principal owed on a promissory note in November 2024 and a decrease in interest revenue from cash.

Share of profit (loss) of equity-accounted investees is comprised of the Company’s share of the net profit (or loss) generated from its investments in SunStream. The current investment portfolio of SunStream is comprised of secured debt, hybrid debt, derivative instruments and convertible equity instruments issued by United States based cannabis businesses.

Share of profit of equity-accounted investees for the three months ended June 30, 2025 was $0.3 million compared to profit of $5.3 million for the three months ended June 30, 2024. The decrease of $5.0 million was due to accounting fair value adjustments to the investments.

Share of loss of equity-accounted investees for the six months ended June 30, 2025 was $4.2 million compared to profit of $14.4 million for the six months ended June 30, 2024. The decrease of $18.6 million was due to accounting fair value adjustments to the investments.

SELECTED QUARTERLY INFORMATION

The following table summarizes selected consolidated operating and financial information of the Company for the preceding eight quarters.

	2025					2024												2023
($000s, except per share amounts)	Q2		Q1			Q4			Q3			Q2			Q1			Q4			Q3
Net revenue		244,769		204,914			257,679			236,892			228,127			197,750			248,450			237,595
Gross profit		67,601		56,641			68,799			62,968			58,164			50,400			57,336			48,605
Investment income		1,529		2,856			2,734			5,577			3,204			4,036			3,400			3,416
Net earnings (loss) attributable to owners of the Company		2,885		(14,707	)		(67,142	)		(19,328	)		(5,772	)		(2,554	)		(82,788	)		(21,784	)
Per share, basic and diluted		0.01		(0.06	)		(0.25	)		(0.07	)		(0.02	)		(0.01	)		(0.32	)		(0.08	)

During the eight most recent quarters the following items have had a significant impact on the Company’s financial results and results of operations:

Implementing several streamlining and efficiency initiatives which included workforce optimizations;
Disposing of marketable securities;
Impairment and impairment reversals on property, plant and equipment and right of use assets;
Changes to provisions for inventory obsolescence and impairment;
Investments in and distributions from SunStream;
Acquisitions of Lightbox Enterprises Ltd. and Indiva;
Impairment of intangible assets from the cannabis retail cash generating unit (“CGU”);
Impairment of goodwill from the cannabis operations CGU;
Impairment of the Olds facility due to the consolidation of all cultivation activities to the Atholville, New Brunswick facility;
Entering into and acquiring several cannabis-related investments;
Repayment and exiting cannabis-related investments; and
Increased net revenue and gross profit from acquisitions and organic growth.

LIQUIDITY AND CAPITAL RESOURCES

($000s)	June 30, 2025		December 31, 2024
Cash and cash equivalents		208,224		218,359

Capital resources are financing resources available to the Company and are defined as the Company’s debt and equity. The Company manages its capital resources with the objective of maximizing shareholder value and sustaining future development of the business. The Company manages its capital structure and adjusts it, based on the funds available to the Company, in order to support the Company’s activities. The Company may adjust capital spending, issue new equity or issue new debt, subject to the availability of such debt or equity financing on commercial terms.

The Company’s primary need for liquidity is to fund investment opportunities, capital expenditures, working capital requirements and for general corporate purposes. The Company’s primary source of liquidity historically has been from funds received from the proceeds of common share issuances and debt financing. The Company’s ability to fund operations and investments and make planned capital expenditures depends on future operating performance and cash flows, as well as the availability of future financing–all of which is subject to prevailing economic conditions and financial, business and other factors.

Management believes its current capital resources will be sufficient to satisfy cash requirements associated with funding the Company’s operating expenses and future development activities for at least the next 12 months. However, no assurance can be given that this will be the case or that future sources of capital will not be necessary.

Debt

As at June 30, 2025, the Company had no outstanding bank debt or other debt.

Equity

As at June 30, 2025, the Company had the following share capital instruments outstanding:

(000s)
Common shares	257,350	263,022
Common share purchase warrants (1)	118	118
Simple warrants (2)	21	39
Performance warrants (3)	25	25
Stock options (4)	570	572
Restricted share units	13,171	9,371
Derivative warrants (5)	50	50

118,400 warrants were exercisable as at June 30, 2025.
21,440 simple warrants were exercisable as at June 30, 2025.
14,134 performance warrants were exercisable as at June 30, 2025.
0.6 million stock options were exercisable as at June 30, 2025.
50,000 derivative warrants were exercisable as at June 30, 2025.

Common shares were issued during the six months ended June 30, 2025 in connection with the following transactions:

The Company purchased and cancelled 5.8 million common shares at a weighted average price, excluding commissions, of $2.57 (US$1.79) per common share for a total cost of $15.0 million including commissions.

As at July 30, 2025, a total of 257.4 million common shares were outstanding.

Cash Flow Summary

	Three months ended <br>June 30						Six months ended<br>June 30
($000s)	2025			2024			2025			2024
Cash provided by (used in):
Operating activities		6,117			4,702			13,905			8,003
Investing activities		(7,161	)		(1,346	)		10,011			(3,022	)
Financing activities		(11,599	)		(9,376	)		(34,051	)		(17,088	)
Change in cash and cash equivalents		(12,643	)		(6,020	)		(10,135	)		(12,107	)

Cash Flow – Operating Activities

Net cash provided by operating activities was $6.1 million for the three months ended June 30, 2025 compared to $4.7 million provided by operating activities for the three months ended June 30, 2024. The increase of $1.4 million was due to an increase in net earnings adjusted for non-cash items, partially offset by the change in non-cash working capital. The change in non-cash working capital is comprised of changes in inventory, accounts receivable, prepaid expenses and deposits and accounts payable.

Net cash provided by operating activities was $13.9 million for the six months ended June 30, 2025 compared to $8.0 million provided by operating activities for the six months ended June 30, 2024. The increase of $5.9 million was due to a decrease in net loss adjusted for non-cash items, partially offset by the change in non-cash working capital. The change in non-cash working capital is comprised of changes in inventory, accounts receivable, prepaid expenses and deposits and accounts payable.

Cash Flow – Investing Activities

Net cash used in investing activities was $7.2 million for the three months ended June 30, 2025 compared to $1.3 million used in investing activities for the three months ended June 30, 2024. The increase of $5.9 million was primarily due to additions to investments at fair value through other comprehensive income, partially offset by capital distributions from equity-accounted investees.

Net cash provided by investing activities was $10.0 million for the six months ended June 30, 2025 compared to $3.0 million used in investing activities for the six months ended June 30, 2024. The increase of $13.0 million was primarily due to the repayment of the Delta 9 Cannabis Inc. commercial mortgage and capital distributions from equity-accounted investees, partially offset by additions to investments at fair value through other comprehensive income.

Cash Flow – Financing Activities

Net cash used in financing activities was $11.6 million for the three months ended June 30, 2025 compared to $9.4 million used in financing activities for the three months ended June 30, 2024. The increase of $2.2 million was largely due to an increase in payments on lease liabilities.

Net cash used in financing activities was $34.1 million for the six months ended June 30, 2025 compared to $17.1 million used in financing activities for the six months ended June 30, 2024. The increase of $17.0 million was largely due to repurchases of common shares in the current period.

Free cash flow

	Three months ended <br>June 30						Six months ended<br>June 30
($000s)	2025			2024			2025			2024
Free cash flow		(7,869	)		(5,601	)		(8,959	)		(11,989	)

Free cash flow is a specified financial measure that does not have a standardized meaning prescribed by IFRS Accounting Standards and therefore may not be comparable to similar measures used by other companies. Refer to the “Non-IFRS Financial Measures and Other Measures” section of this MD&A for further information. The Company defines free cash flow as the total change in cash and cash equivalents less cash used for common share repurchases, dividends (if any), changes to debt instruments, changes to long-term investments, net cash used for acquisitions plus cash provided by dispositions (if any).

Free cash flow was negative $7.9 million for the three months ended June 30, 2025 compared to negative $5.6 million for the three months ended June 30, 2024. The decrease of $2.3 million was mainly due to the change in non-cash working capital, increased payments on lease liabilities and a decrease in interest received, partially offset by an increase in net earnings and adjustments for non-cash items.

Free cash flow was negative $9.0 million for the six months ended June 30, 2025 compared to negative $12.0 million for the six months ended June 30, 2024. The increase of $3.0 million was mainly due to a decrease in net loss and adjustments for non-cash items, partially offset by the change in non-cash working capital, increased payments on lease liabilities and a decrease in interest received.

Financial Instruments

Refer to note 22 in the Interim Financial Statements for additional information on the Company’s financial instruments and the related fair value estimates and disclosures.

Liquidity risks associated with financial instruments

Credit risk

Credit risk is the risk of financial loss if the counterparty to a financial transaction fails to meet its obligations. The maximum amount of the Company’s credit risk exposure is the carrying amounts of cash and cash equivalents, accounts receivable, and investments. The Company attempts to mitigate such exposure to its cash and cash equivalents by investing only in financial institutions with investment grade credit ratings or secured investments. The Company manages risk over its accounts receivable by issuing credit only to creditworthy counterparties. The Company limits its exposure to credit risk over its investments by ensuring the agreements governing the investments are secured in the event of counterparty default. The Company considers financial instruments to have low credit risk when its credit risk rating is equivalent to investment grade. The Company assumes that the credit risk on a financial asset has increased significantly if it is outstanding past the contractual payment terms. The Company considers a financial asset to be in default when the debtor is unlikely to pay its credit obligations to the Company.

The Company applies the simplified approach under IFRS 9 for trade receivables by grouping receivables based on shared credit risk characteristics and the days past due. The expected loss rates are based on historical credit losses experienced over a period of 12 months.

The Company applies the general approach under IFRS 9 to other investments, which is an assessment of whether the credit risk of a financial instrument has increased significantly since initial recognition.

Liquidity risk

Liquidity risk is the risk that the Company cannot meet its financial obligations when due. The Company manages liquidity risk by monitoring operating and growth requirements. The Company prepares forecasts to ensure sufficient liquidity to fulfil obligations and operating plans. Management believes its current capital resources will be sufficient to satisfy cash requirements associated with funding the Company’s operating expenses and future development activities for at least the next 12 months. However, no assurance can be given that this will be the case or that future sources of capital will not be necessary.

Market risk

Market risk is the risk that changes in market prices will affect the Company’s income or value of its holdings of financial instruments. The Company is exposed to market risk in that changes in market prices will cause fluctuations in the fair value of its marketable securities. The fair value of marketable securities is based on quoted market prices as the Company’s marketable securities are shares of publicly traded entities.

Regulatory risk

Regulatory risk pertains to the risk that the Company’s business objectives are contingent, in part, upon compliance with regulatory requirements. Due to the nature of the industries in which the Company operates, the Company recognizes that regulatory requirements are more stringent and punitive in nature than most other sectors of the economy. Any delays in obtaining, or failure to obtain, regulatory approvals could significantly delay operational and/or product development and could 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 in these industries on the city, provincial, and national levels in Canada and is aware of the effect that unforeseen regulatory changes in these industries could have on the goals and operations of the business as a whole.

CONTRACTUAL COMMITMENTS AND CONTINGENCIES

Commitments

The information presented in the table below reflects management’s estimate of the contractual maturities of the Company’s obligations at June 30, 2025.

($000s)
Accounts payable and accrued liabilities	49,162	—	—	—	49,162
Lease liabilities	41,498	72,788	59,882	10,192	184,360
Financial guarantee liability	—	191	—	—	191
Loyalty liability	—	71	—	—	71
Total	90,660	73,050	59,882	10,192	233,784

The Company has entered into royalty agreements to pay a certain amount of royalties on cannabis products sold. Should the Company not sell sufficient product in the agreed timeframe, a minimal royalty payment is accrued.

Contingencies

From time to time, the Company and its subsidiaries are or may become involved in various legal claims and actions which arise in the ordinary course of their business and operations. While the outcome of any such claim or action is inherently uncertain, the Company believes that the losses that may result, if any, will not be material to the financial statements.

NON-IFRS FINANCIAL MEASURES AND OTHER MEASURES

Certain specified financial measures in this MD&A including adjusted operating income (loss), free cash flow and same store sales are non-IFRS measures. These terms are not defined by IFRS Accounting Standards and, therefore, may not be comparable to similar measures reported by other companies. These non-IFRS financial measures should not be considered in isolation or as an alternative for measures of performance prepared in accordance with IFRS Accounting Standards.

GROSS MARGIN

Gross margin is a supplementary financial measure calculated by dividing gross profit by net revenue for the periods noted.

Adjusted operating income (loss)

Adjusted operating income (loss) is a non-IFRS financial measure which the Company uses to evaluate its operating performance. Adjusted operating income (loss) provides information to investors, analysts, and others to aid in understanding and evaluating the Company’s operating results in a similar manner to its management team. The Company defines adjusted operating income (loss) as operating income (loss) less restructuring costs (recovery), goodwill and intangible asset impairments and asset impairments triggered by restructuring activities.

The following tables reconcile adjusted operating income (loss) to operating income (loss) for the periods noted.

($000s)	Cannabis<br>Retail		Cannabis<br>Operations		Cannabis<br>Total		Liquor<br>Retail		Investments		Corporate			Total
Three months ended June 30, 2025
Operating income (loss)		8,062		2,292		10,354		11,074		1,833		(18,258	)		5,003
Adjustments:
Restructuring costs		—		371		371		—		—		456			827
Impairments triggered by restructuring		—		—		—		—		—		—			—
Adjusted operating income (loss)		8,062		2,663		10,725		11,074		1,833		(17,802	)		5,830
($000s)	Cannabis<br>Retail		Cannabis<br>Operations		Cannabis<br>Total		Liquor<br>Retail		Investments		Corporate			Total
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Six months ended June 30, 2025
Operating income (loss)		13,224		1,806		15,030		13,054		232		(35,366	)		(7,050	)
Adjustments:
Restructuring costs		—		570		570		—		—		583			1,153
Impairments triggered by restructuring		—		2,696		2,696		—		—		—			2,696
Adjusted operating income (loss)		13,224		5,072		18,296		13,054		232		(34,783	)		(3,201	)
($000s)	Cannabis<br>Retail		Cannabis<br>Operations			Cannabis<br>Total		Liquor<br>Retail		Investments		Corporate			Total
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Three months ended June 30, 2024
Operating income (loss)		3,902		(1,916	)		1,986		8,481		8,456		(23,757	)		(4,834	)
Adjustments:
Restructuring costs		—		—			—		—		—		221			221
Adjusted operating income (loss)		3,902		(1,916	)		1,986		8,481		8,456		(23,536	)		(4,613	)
($000s)	Cannabis<br>Retail		Cannabis<br>Operations			Cannabis<br>Total		Liquor<br>Retail		Investments		Corporate			Total
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Six months ended June 30, 2024
Operating income (loss)		2,860		(1,025	)		1,835		10,661		21,535		(43,242	)		(9,211	)
Adjustments:
Restructuring costs (recovery)		—		255			255		—		—		(123	)		132
Adjusted operating income (loss)		2,860		(770	)		2,090		10,661		21,535		(43,365	)		(9,079	)

Free cash flow

Free cash flow is a non-IFRS financial measure which the Company uses to evaluate its financial performance. Free cash flow provides information which management believes to be useful to investors, analysts and others in understanding and evaluating the Company’s ability to generate positive cash flows as it removes cash used for non-operational items.

The Company defines free cash flow as the total change in cash and cash equivalents less cash used for common share repurchases, dividends (if any), changes to debt instruments, changes to long-term investments, net cash used for acquisitions plus cash provided by dispositions (if any).

The following table reconciles free cash flow to change in cash and cash equivalents for the periods noted.

	Three months ended <br>June 30						Six months ended<br>June 30
($000s)	2025			2024			2025			2024
Change in cash and cash equivalents		(12,643	)		(6,020	)		(10,135	)		(12,107	)
Adjustments
Repurchase of common shares		—			—			15,031			—
Changes to long-term investments		3,774			(1,235	)		(14,855	)		(1,536	)
Acquisitions, net of cash acquired		1,000			1,654			1,000			1,654
Free cash flow		(7,869	)		(5,601	)		(8,959	)		(11,989	)

Same store sales

Same store sales is a supplementary financial measure which the Company uses to evaluate its financial performance in its retail segments. Same store sales provides information which management believes to be useful to investors, analysts and others in understanding and evaluating the Company’s sales trends excluding the effect of the opening and closure of stores.

Same store sales refers to the revenue generated by the Company’s existing retail locations during the current and prior comparison periods.

RELATED PARTIES

SunStream is a joint venture in which the Company has a 50% ownership interest and is a related party due to it being classified as a joint venture of the Company. SunStream is a private company, incorporated under the ABCA, which provides growth capital that pursues indirect investment and financial services opportunities in the cannabis sector, as well as other investment opportunities. Capital contributions to the joint venture and distributions received from the joint venture are classified as related party transactions.

A former member of key management personnel (Tank Vander – former President, Liquor Retail; retired from SNDL on September 10, 2024) jointly controls a company that owns property leased to SNDL for one of its retail liquor stores. The lease term is from November 1, 2017 to October 31, 2027 and includes extension terms from November 1, 2027 to October 31, 2032 and November 1, 2032 to October 31, 2037. Monthly rent for the location includes base rent, common area costs and sign rent. The rent amounts are subject to increases in accordance with the executed lease agreement. For the period January 1, 2024 to June 30, 2024, the Company paid $83.4 thousand in total rent with respect to this lease.

OFF BALANCE SHEET ARRANGEMENTS

As at June 30, 2025, the Company did not have any off-balance sheet arrangements.

CRITICAL ACCOUNTING ESTIMATES

The Company makes assumptions in applying critical accounting estimates that are uncertain at the time the accounting estimate is made and may have a significant effect on its consolidated financial statements. Critical accounting estimates include the classification and recoverable amounts of CGUs, value of inventory, value of equity-accounted investees, value of leases, acquisitions and fair value of assets acquired and liabilities assumed in a business combination. Critical accounting estimates are based on variable inputs including but not limited to:

Demand for cannabis for adult-use and medical purposes;
Price of cannabis;
Expected cannabis sales volumes;
Demand for liquor;
Price of liquor;
Expected liquor sales volumes;
Changes in market interest and discount rates;
Future development and operating costs;
Costs to convert harvested cannabis to finished goods;
Potential returns and pricing adjustments; and
Market prices, volatility and discount rates used to determine fair value of equity-accounted investees.

Changes in critical accounting estimates can have a significant effect on profit or loss as a result of their impact on revenue, costs of sales, provisions and impairments. Changes in critical accounting estimates can have a significant effect on the valuation of inventory, property, plant and equipment, provisions and derivative financial instruments.

For a detailed discussion regarding the Company’s critical accounting estimates, refer to the notes to the Audited Financial Statements.

NEW ACCOUNTING PRONOUNCEMENTS

The International Accounting Standards Board and the IFRS Interpretations Committee regularly issue new and revised accounting pronouncements which have future effective dates and therefore are not reflected in the Company’s consolidated financial statements. Once adopted, these new and amended pronouncements may have an impact on the Company’s consolidated financial statements. The Company’s analysis of recent accounting pronouncements is included in the notes to the Audited Financial Statements.

RISK FACTORS

In addition to the risks described elsewhere in this document, for a detailed discussion regarding the Company’s risk factors, refer to the “Risk Factors” section of the AIF.

DISCLOSURE CONTROLS AND PROCEDURES

The Company has designed disclosure controls and procedures (as defined in National Instrument – Certification of Disclosure in Issuers’ Annual and Interim Filings (“NI 52-109”) and Rules 13a-15(f) and 15d-15(f) under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to provide reasonable assurance that: (i) material information relating to the Company is made known to the Company’s Chief Executive Officer and Chief Financial Officer by others, particularly during the period in which the annual and interim filings are being prepared; and (ii) information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time period specified in such securities legislation.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2025. Based upon evaluation of the Company’s disclosure controls and procedures as of June 30, 2025, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as June 30, 2025, due to a material weakness described in our MD&A for the year ended December 31, 2024.

INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in NI 52-109 and Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Refer to our MD&A for the year ended

December 31, 2024, for a discussion regarding our internal control over financial reporting and the material weakness identified.

REMEDIATION

Management has implemented and continues to implement measures designed to ensure that control deficiencies are remediated, such that these controls are designed, implemented, and operating effectively. The remediation actions include:

hiring of new Chief Information Technology Officer to prioritize addressing information technology general controls issues;
enhancing monitoring of change management controls for modifications of security roles and permissions in financial systems;
implementation of identity governance and administration solution to address system access concerns;
continue with process improvements and strengthening of controls over financial systems; and
augmentation of our existing internal audit staff with new co-sourcing partner to enhance the effectiveness and scope of our internal audit function.

At July 30, 2025 the above remediation measures are in progress but will not be considered remediated until the updated controls operate for a sufficient period of time, and management has concluded through testing, that these controls are operating effectively.

The Company is pursuing remediation of the material weakness during the 2025 fiscal year.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

Except for the remediation activities described above, as of June 30, 2025, there have been no other changes in our internal control over financial reporting (as defined in NI 52-109 and Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

ABBREVIATIONS

The following provides a summary of common abbreviations used in this document:

Financial and Business Environment
$ or C$	Canadian dollars
U.S.	United States
US$	United States dollars

FORWARD-LOOKING INFORMATION

This MD&A may contain forward-looking information concerning the Company’s business, operations and financial performance and condition, as well as the Company’s plans, objectives and expectations for its business operations and financial performance and condition. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “aim”, “anticipate”, “assume”, “believe”, “contemplate”, “continue”, “could”, “due”, “estimate”, “expect”, “goal”, “intend”, “may”, “objective”, “plan”, “predict”, “potential”, “positioned”, “pioneer”, “seek”, “should”, “target”, “will”, “would”, and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology.

These forward-looking statements include, but are not limited to, statements about:

the anticipated benefits of and the Company’s intentions with respect to the Rise Rewards loyalty program and its expansion across retail banners;
the uncertainties associated with tariffs and countermeasures thereto;
the Company’s strategy;
expectations with respect to retail and investment operations;
expectations with respect to the 1CM Transaction, including the satisfaction of certain regulatory approvals and the closing of the 1CM Transaction;
the Company’s intentions with respect to the Cost Cannabis and T Cannabis brands and integration with SNDL;
the impact of tariffs on the Company;
the expected benefits of the CSE listing;
expectations with respect to the Company’s restructuring project;
expectations with respect to the Company’s joint venture interest in SunStream;
the impact of consolidating cannabis segments;
the Company’s share repurchase program;
the Company’s ability to adjust its capital resources;
the Company’s liquidity needs, including its ability to source its liquidity requirements;
the sufficiency of the Company’s capital resources;
risks associated with financial instruments and the methods by which the Company manages such risks;
expectations with respect to various contingencies, including the impact of such on the Company’s financial statements;
the impact of changes to critical accounting estimates and new accounting pronouncements; and
expectations with respect to remediation measures to control deficiencies.

Although the forward-looking statements contained in this MD&A are based on assumptions that the Company believes are reasonable, you are cautioned that actual results and developments (including Company results of operations, financial condition and liquidity, and the development of the industry in which the Company operates) may differ materially from those made in or suggested by the forward-looking statements contained in this MD&A. In addition, even if results and developments are consistent with the forward-looking statements contained in this MD&A, those results and developments may not be indicative of results or developments in subsequent periods.

Certain assumptions made in preparing the forward-looking statements contained in this MD&A include:

the Company’s ability to implement its operational and liquidity strategies as well as its strategic initiatives;
the Company’s competitive advantages;
the impact of competition;
the changes and trends in the cannabis cultivation and retail, and the liquor retail industry;
changes in laws, rules and regulations;
the Company’s ability to maintain and renew required licences;
the Company’s ability to maintain good business relationships with its customers, distributors and other strategic partners;
the Company’s ability to keep pace with changing consumer preferences;
the Company’s ability to protect its intellectual property;
the Company’s ability to identify, finance and consummate acquisitions on attractive terms, integrate acquired companies and to realize the benefits of such acquisitions, including The Valens Company Inc. and the 1CM stores;
the Company’s ability to retain key personnel;
the Company’s ability to efficiently deploy capital and achieve its expected and desired returns on such investments;
the Company’s ability to maintain and keep its public listing on the Nasdaq and the CSE and the liquidity of the trading of its common shares on a publicly listed stock exchange;
the Company’s ability to open new retail locations and attract a sufficient number of qualified franchisees; and
the absence of material adverse changes in the Company’s industry or the global economy, including as a result of global economic downturns.

These forward-looking statements are based on current expectations, estimates, forecasts and projections about the Company’s business and the industry in which it operates and management’s beliefs and assumptions and are not

guarantees of future performance or development and involve known and unknown risks, uncertainties and other factors that are in some cases beyond its control. As a result, any or all of the forward-looking information in this MD&A may turn out to be inaccurate. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under the section titled “Risk Factors” in the AIF and otherwise described in this MD&A. Readers of this MD&A are urged to consider these factors carefully in evaluating the forward-looking statements. These forward-looking statements speak only as of the date of this MD&A and, except as required by applicable law, the Company assumes no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future. You should, however, review the factors and risks we describe in the reports we will file from time to time with applicable securities regulators, including the Canadian securities regulators and the U.S. Securities and Exchange Commission (the “SEC”), after the date of this MD&A.

This MD&A contains estimates, projections and other information concerning the Company’s industry, its business and the markets for its products. Information that is based on estimates, forecasts, projections, market research or similar methodologies is inherently subject to uncertainties, and actual events or circumstances may differ materially from events and circumstances that are assumed in this information. Unless otherwise expressly stated, the Company obtained this industry, business, market and other data from its own internal estimates and research as well as from reports, research surveys, studies and similar data prepared by market research firms and other third parties, industry, medical and general publications, government data and similar sources. Certain statements included in this MD&A may be considered “financial outlook” for purposes of applicable securities laws, and such financial outlook may not be appropriate for purposes other than this MD&A. The purpose of the financial outlook is to provide readers with disclosure of the Company’s reasonable expectations of its anticipated results. The financial outlook is provided as of the date of this MD&A.

In addition, assumptions and estimates of the Company’s and industry’s future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled “Risk Factors” in the AIF and elsewhere in this MD&A. These and other factors could cause the Company’s future performance to differ materially from the Company’s assumptions and estimates. Readers of this MD&A are cautioned against placing undue reliance on forward-looking statements.

Further information regarding the assumptions and risks inherent in the making of forward-looking statements can be found in the AIF, along with the Company’s other public disclosure documents. Copies of the AIF and other public disclosure documents are available under the Company’s profile on the System for Electronic Data Analysis and Retrieval (“SEDAR+”) at www.sedarplus.ca and on the EDGAR section of the SEC’s website at www.sec.gov.

ADDITIONAL INFORMATION

Additional information relating to the Company, including the Company’s most recent AIF, can be viewed under the Company’s profile on SEDAR+ at www.sedarplus.ca, on the EDGAR section of the SEC’s website at www.sec.gov, or on the Company’s website at www.sndl.com. The information on or accessible through our website is not part of and is not incorporated by reference into this MD&A, and the inclusion of our website address in this MD&A is only for reference.

EX-99.3

EXHIBIT 99.3

Form 52-109F2

Certification of Interim Filings

Full Certificate

I, Zachary George, Chief Executive Officer of SNDL Inc., certify the following:

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of SNDL Inc. (the “issuer”) for the interim period ended June 30, 2025.
No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
Responsibility: The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1 Control framework: The control framework the issuer’s other certifying officer and I used to design the issuer’s ICFR is “Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)”.

5.2 ICFR – material weakness relating to design: The issuer has disclosed in its interim MD&A for each material weakness relating to design existing at the end of the interim period

(a) a description of the material weakness;

(b) the impact of the material weakness on the issuer’s financial reporting and its ICFR; and

5.3 Limitation on scope of design: N/A

Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2025 and ended on June 30, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: July 30, 2025

/s/ Zachary George

_______________________

Zachary George

Chief Executive Officer

EX-99.4

EXHIBIT 99.4

Form 52-109F2

Certification of Interim Filings

Full Certificate

I, Alberto Paredero Quiros, Chief Financial Officer of SNDL Inc., certify the following:

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of SNDL Inc. (the “issuer”) for the interim period ended June 30, 2025.
No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
Responsibility: The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

5.2 ICFR – material weakness relating to design: The issuer has disclosed in its interim MD&A for each material weakness relating to design existing at the end of the interim period

(a) a description of the material weakness;

(b) the impact of the material weakness on the issuer’s financial reporting and its ICFR; and

5.3 Limitation on scope of design: N/A

Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2025 and ended on June 30, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: July 30, 2025

/s/ Alberto Paredero Quiros

_______________________

Alberto Paredero Quiros

Chief Financial Officer