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SNDL 6-K

SNDL Inc. (SNDL)

6-K 2026-07-28 For: 2026-07-27
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Added on July 28, 2026

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 2026

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and File No. 333-286169) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.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 27, 2026 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, 2026
99.2 Management’s Discussion and Analysis for the Three and Six Months Ended June 30, 2026
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

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SNDL Inc.

Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2026

(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 June 30, 2026 December 31, 2025
Assets
Current assets
Cash and cash equivalents 183,208 252,243
Restricted cash 20,080 20,081
Marketable securities 139 84
Accounts receivable 33,003 27,643
Biological assets 6 2,842 3,120
Inventory 7 133,372 126,877
Prepaid expenses and deposits 15,233 15,566
Investments 12 263 484
Assets held for sale 700 746
Net investment in subleases 10 2,962 2,775
391,802 449,619
Non-current assets
Long-term deposits and receivables 2,457 4,526
Right of use assets 8 135,067 138,353
Property, plant and equipment 9 144,622 151,900
Net investment in subleases 10 10,697 11,643
Intangible assets 11 57,130 58,520
Investments 12 14,507 11,574
Equity-accounted investees 13 400,386 385,534
Goodwill 127,260 124,248
Total assets 1,283,928 1,335,917
Liabilities
Current liabilities
Accounts payable and accrued liabilities 46,193 56,747
Lease liabilities 14 36,093 35,462
82,286 92,209
Non-current liabilities
Lease liabilities 14 130,284 134,471
Other liabilities 7,665 8,041
Total liabilities 220,235 234,721
Shareholders’ equity
Share capital 15(b) 2,171,833 2,310,398
Warrants 306 306
Contributed surplus 54,623 54,038
Accumulated deficit (1,211,535 ) (1,302,441 )
Accumulated other comprehensive income ("AOCI") 48,466 38,895
Total shareholders’ equity 1,063,693 1,101,196
Total liabilities and shareholders’ equity 1,283,928 1,335,917

Commitments and contingencies (note 23)

Subsequent events (notes 15(b) and 24)

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 June 30 Six months endedJune 30
Note 2026 2025 2026 2025
Net revenue 17 235,766 244,769 431,672 449,683
Cost of sales 7 179,417 177,168 322,511 325,441
Gross profit 56,349 67,601 109,161 124,242
Investment income 18 1,008 1,529 2,545 4,385
Share of (loss) profit of equity-accounted investees 13 (2,351 ) 304 (1,850 ) (4,153 )
General and administrative 42,841 45,376 89,448 91,735
Sales and marketing 3,665 3,384 7,674 7,151
Depreciation and amortization 8,9,11 12,631 12,920 25,486 26,148
Share-based compensation 16 2,650 2,919 3,266 4,307
Restructuring costs 859 827 1,031 1,153
Asset (reversal) impairment, net 8,9 (2 ) (1,064 ) (180 ) 920
Other income (81 )
Research and development 8 98 12 198
Loss (gain) on disposition of assets 195 (29 ) 155 (88 )
Operating (loss) income (7,841 ) 5,003 (16,955 ) (7,050 )
Other expenses, net 19 (1,666 ) (2,118 ) (3,960 ) (4,772 )
(Loss) earnings before income tax (9,507 ) 2,885 (20,915 ) (11,822 )
Income tax recovery 1,685 3,182
Net (loss) earnings (7,822 ) 2,885 (17,733 ) (11,822 )
Equity-accounted investees - share of other comprehensive income (loss) 13 5,641 (20,611 ) 10,654 (20,959 )
Investments at fair value through other comprehensive income ("FVOCI") - change in fair value 12 209 2,044 (1,083 ) (3,186 )
Comprehensive (loss) income (1,972 ) (15,682 ) (8,162 ) (35,967 )
Net (loss) earnings per common share attributable to owners of the Company
Basic and diluted 21 (0.03 ) 0.01 (0.07 ) (0.05 )

All values are in US Dollars.

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)

Accumulated other<br>comprehensive income
Note Share capital Warrants Contributed surplus Accumulated deficit Equity-accounted investees Investments at FVOCI Total
Balance at December 31, 2025 2,310,398 306 54,038 (1,302,441 ) 31,673 7,222 1,101,196
Net loss (17,733 ) (17,733 )
Other comprehensive income (loss) 10,654 (1,083 ) 9,571
Share issuances 10 10
Share repurchases 15(b) (141,874 ) 108,639 (33,235 )
Share-based compensation 16 3,884 3,884
Employee awards exercised 3,299 (3,299 )
Balance at June 30, 2026 2,171,833 306 54,623 (1,211,535 ) 42,327 6,139 1,063,693
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

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 2026 2025 2026 2025
Cash provided by (used in):
Operating activities
Net (loss) earnings for the period (7,822 ) 2,885 (17,733 ) (11,822 )
Adjustments for:
Income tax recovery (1,685 ) (3,182 )
Interest and fee income 18 (1,008 ) (1,318 ) (2,490 ) (4,174 )
Change in fair value of biological assets 6 55 (1,292 ) 9 (2,739 )
Change in fair value of inventory sold 295 628 525 964
Share-based compensation 16 2,650 2,919 3,266 4,307
Depreciation and amortization 8,9,11 13,989 13,949 28,105 28,136
Loss (gain) on disposition of assets 195 (29 ) 155 (88 )
Inventory impairment and obsolescence 7 1,156 239 2,602 830
Finance costs, net 19 1,994 1,647 4,056 3,337
Change in estimate of fair value of derivative warrants (13 ) (25 )
Unrealized foreign exchange (gain) loss (713 ) 180 (1,012 ) 193
Transaction costs 10 10
Asset (reversal) impairment, net 8,9 (2 ) (1,064 ) (180 ) 920
Share of loss (profit) of equity-accounted investees 13 2,351 (304 ) 1,850 4,153
Unrealized loss (gain) on marketable securities 18 151 (211 ) (55 ) (211 )
Additions to marketable securities 313 151 313
Income distributions from equity-accounted investees 13 68 68
Interest received 1,194 1,283 2,555 4,219
Exercise of cash-settled deferred share units 16(d) (474 )
Change in non-cash working capital 3,20 (9,123 ) (13,763 ) (10,990 ) (14,476 )
Net cash provided by operating activities 3,687 6,117 7,168 13,905
Investing activities
Additions to property, plant and equipment 9 (1,786 ) (2,080 ) (4,424 ) (3,668 )
Additions to investments 12 (151 ) (7,417 ) (4,183 ) (16,414 )
Principal payments from investments 12 122 257 238 27,164
Capital distributions (contributions) from equity-accounted investees 13 3,073 (2,866 ) 3,792
Proceeds from disposal of property, plant and equipment 9 1,751 53 1,794 166
Acquisitions 4 (1,000 ) (2,900 ) (1,000 )
Change in non-cash working capital 20 (274 ) (47 ) 637 (29 )
Net cash (used in) provided by investing activities (338 ) (7,161 ) (11,704 ) 10,011
Financing activities
Payments on lease liabilities, net 10,14 (10,101 ) (11,785 ) (20,157 ) (19,297 )
Repurchase of common shares 15(b) (23,496 ) (33,071 ) (15,031 )
Change in non-cash working capital 20 52 186 871 277
Net cash used in financing activities (33,545 ) (11,599 ) (52,357 ) (34,051 )
Change in cash and cash equivalents (30,196 ) (12,643 ) (56,893 ) (10,135 )
Adjustment on initial application of amendments to IFRS 9 on January 1, 2026 (12,142 )
Cash and cash equivalents, beginning of period 213,404 220,867 252,243 218,359
Cash and cash equivalents, end of period 183,208 208,224 183,208 208,224

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, 2026

(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.

The Company’s head office is located at 101, 17220 Stony Plain Road NW, Edmonton, Alberta, Canada, T5S 1K6.

The principal activities of the Company are the retailing of wines, beers and spirits, the operation and support of corporate-owned, controlled and franchised 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 certain imports from the United States. Canada and the United States continue ongoing negotiations on a new trade and security relationship, though the scope and terms of such negotiations and the agreements they may produce, if any, are unknown. These tariff announcements and the risk of 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 impact 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 six months ended June 30, 2026.

  • 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, 2026

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

annual consolidated financial statements for the year ended December 31, 2025. These financial statements should be read in conjunction with the annual consolidated financial statements for the Company for the year ended December 31, 2025.

Certain prior period amounts have been reclassified to conform to current year presentation. Specifically, changes to investments have been separated into additions to investments and principal payments from investments and change in fair value of biological assets has been separated into change in fair value of biological assets and change in fair value of inventory sold, both on the condensed consolidated interim statement of cash flows.

These financial statements were approved and authorized for issue by the board of directors of the Company (the “Board”) on July 27, 2026.

  • NEW ACCOUNTING STANDARDS

Classification and Measurement of Financial Instruments — Amendments to IFRS 9 and IFRS 7

On January 1, 2026, the Company adopted the amendments to IFRS 9 and IFRS 7 using the prospective application. The amendments include the following:

  • Clarification on the date of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled through an electronic payment system.
  • Clarification and further guidance for assessing whether a financial asset meets the solely payments of principal and interest criterion.
  • New disclosure requirements for certain instruments without contractual terms that can change cash flows.
  • Updates to the disclosure required for equity instruments designated at FVOCI.

Impact on adoption

At June 30, 2026, there was a $8.4 million net reduction in cash and cash equivalents with an equivalent increase in accounts receivable, which is reflected in the statement of financial position and statement of cash flows. The Company estimated the impact to be approximately $12.1 million net reduction in cash and cash equivalents with an equivalent increase in accounts receivable, had the amendments been in effect for the annual period ending December 31, 2025.

  • Business acquisitions

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”).

Under the terms of the 1CM Agreement, the Company would 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 1CM Stores are comprised of 2 stores in Alberta, 3 stores in Saskatchewan and 27 stores located in Ontario.

The 1CM Transaction was 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.

On December 15, 2025, the Company announced that it had entered into an amended and restated arrangement agreement (the “1CM A&R Agreement”). Under the 1CM A&R Agreement, the parties agreed to, among other things, complete the 1CM Transaction in two stages to align with the status of required provincial regulatory approvals. The aggregate purchase price for the 1CM Transaction had not been amended.

SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2026

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

On January 7, 2026, the first closing (“First Closing”) was completed and involved the purchase of 5 cannabis retail stores located in Alberta and Saskatchewan. The purchase price for the First Closing was $5.0 million cash, subject to certain adjustments at the time of the First Closing. Pursuant to the 1CM A&R Agreement, in December 2025, the Company had previously paid a $2.0 million non-refundable cash deposit towards the purchase price in respect of the First Closing.

The second closing (“Second Closing”) was expected to occur in the first half of 2026 for the purchase of the remaining 27 cannabis retail stores, each of which are located in Ontario. The 1CM Transaction had an outside date that was extended from December 31, 2025 to May 31, 2026. On May 27, 2026, the Company announced that the Second Closing was not expected to proceed following a prolonged regulatory review process that extended beyond commercially reasonable timelines contemplated by the parties. The Company is required to pay a $0.25 million termination fee that will be deducted from the previously paid $1.0 million deposit meant to be applied towards the purchase price in respect of the Second Closing, with the remainder of the deposit being returned to the Company.

The purchase price allocation is not final as the Company continues 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 Adjustments Provisional
Cash 5,000 5,000

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

Provisional Adjustments Provisional
Inventory 385 22 407
Prepaid expenses and deposits 10 10
Right of use assets 554 1,150 1,704
Property, plant and equipment 1,172 1,172
Lease liabilities (435 ) (870 ) (1,305 )
Total identifiable net assets acquired 1,686 302 1,988
Goodwill 3,314 (302 ) 3,012
5,000 5,000

Goodwill reflects benefits arising from the acquisition that are not individually identifiable or separately recognizable, including expected operational synergies and future growth opportunities.

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.

The consolidated financial statements incorporate the operations of the 5 cannabis retail stores located in Alberta and Saskatchewan commencing January 8, 2026. During the period January 8, 2026 to June 30, 2026 the Company recorded revenues of $2.1 million and a net loss of $0.4 million from the 5 cannabis retail stores. Had the First Closing closed on January 1, 2026, management estimates that for the period January 1, 2026, to January 7, 2026, revenue would have increased by $79 thousand and net loss would have increased by $17 thousand. In determining these amounts, management assumes the fair values on the date of acquisition would have been the same as if the acquisition had occurred on January 1, 2026.

The Company incurred costs related to the First Closing of $0.1 million which have been included in transaction costs.

SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2026

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

  • 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 wholly owned liquor stores. Cannabis retail includes the private sale of adult-use cannabis products and accessories through corporate-owned, controlled 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”.

Cannabis<br>Retail Cannabis<br>Operations Intersegment<br>Eliminations Cannabis<br>Total Liquor<br>Retail Investments Corporate Total
As at June 30, 2026
Total assets 212,139 211,318 423,457 325,896 415,156 119,419 1,283,928
Six months ended June 30, 2026
Net revenue (1) 160,549 61,664 (29,332 ) 192,881 238,791 431,672
Gross profit 42,354 6,369 48,723 60,438 109,161
Operating income (loss) 4,084 (16,143 ) (12,059 ) (136 ) 479 (5,239 ) (16,955 )
Earnings (loss) before income tax 2,930 (16,284 ) (13,354 ) (2,914 ) 479 (5,126 ) (20,915 )
Three months ended June 30, 2026
Net revenue (1) 83,204 32,232 (14,378 ) 101,058 134,708 235,766
Gross profit 22,002 567 22,569 33,780 56,349
Operating income (loss) 2,968 (9,201 ) (6,233 ) 3,024 (1,559 ) (3,073 ) (7,841 )
Earnings (loss) before income tax 2,376 (9,175 ) (6,799 ) 1,658 (1,559 ) (2,807 ) (9,507 )
  • The Company has eliminated $29.3 million for the six months ended June 30, 2026 and 14.4 million for the three months ended June 30, 2026 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, 2026

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

Cannabis<br>Retail Cannabis<br>Operations Intersegment<br>Eliminations Cannabis<br>Total Liquor<br>Retail Investments Corporate Total
As at December 31, 2025
Total assets 219,462 211,625 431,087 324,447 397,537 182,846 1,335,917
Six months ended June 30, 2025
Net revenue (1) 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) (2) 5,510 (9,304 ) (3,794 ) 4,292 232 (7,780 ) (7,050 )
Earnings (loss) before income tax (2) 4,394 (9,424 ) (5,030 ) 2,220 232 (9,244 ) (11,822 )
Three months ended June 30, 2025
Net revenue (1) 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) (2) 4,183 (3,133 ) 1,050 6,709 1,833 (4,589 ) 5,003
Earnings (loss) before income tax (2) 3,620 (3,106 ) 514 5,682 1,833 (5,144 ) 2,885
  • 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.
  • Recast - refer to description below

In 2026, the Company began allocating applicable direct and indirect overhead costs, incorporating employee utilization and head count, from the corporate segment to each individual operating segment all categorized within general and administrative expenses. The Company has recast the comparative period to illustrate the impact of these allocations had they been done during the prior period.

The following tables present the effect of the adjustments made to operating income (loss) and earnings (loss) before income tax for the periods indicated.

Cannabis<br>Retail Cannabis<br>Operations Intersegment<br>Eliminations Cannabis<br>Total Liquor<br>Retail Investments Corporate Total
Six months ended June 30, 2025
Operating income (loss) as previously reported 13,224 1,806 15,030 13,054 232 (35,366 ) (7,050 )
Adjustment to general and administrative expenses (7,714 ) (11,110 ) (18,824 ) (8,762 ) 27,586
Operating income (loss) as recast 5,510 (9,304 ) (3,794 ) 4,292 232 (7,780 ) (7,050 )
Earnings (loss) before income tax as previously reported 12,108 1,686 13,794 10,982 232 (36,830 ) (11,822 )
Adjustment to general and administrative expenses (7,714 ) (11,110 ) (18,824 ) (8,762 ) 27,586
Earnings (loss) before income tax as recast 4,394 (9,424 ) (5,030 ) 2,220 232 (9,244 ) (11,822 )

SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2026

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

Cannabis<br>Retail Cannabis<br>Operations Intersegment<br>Eliminations Cannabis<br>Total Liquor<br>Retail Investments Corporate Total
Three months ended June 30, 2025
Operating income (loss) as previously reported 8,062 2,292 10,354 11,074 1,833 (18,258 ) 5,003
Adjustment to general and administrative expenses (3,879 ) (5,425 ) (9,304 ) (4,365 ) 13,669
Operating income (loss) as recast 4,183 (3,133 ) 1,050 6,709 1,833 (4,589 ) 5,003
Earnings (loss) before income tax as previously reported 7,499 2,319 9,818 10,047 1,833 (18,813 ) 2,885
Adjustment to general and administrative expenses (3,879 ) (5,425 ) (9,304 ) (4,365 ) 13,669
Earnings (loss) before income tax as recast 3,620 (3,106 ) 514 5,682 1,833 (5,144 ) 2,885

Geographical disclosure

As at June 30, 2026, the Company had non-current assets related to credit investments in the United States of $400.4 million (December 31, 2025 – $385.5 million). For the six months ended June 30, 2026, share of profit of equity-accounted investees related to operations in the United States was a loss of $1.9 million (six months ended June 30, 2025 – loss of $4.2 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 June 30, 2026 December 31, 2025
Balance, beginning of year 3,120 1,187
Increase in biological assets due to capitalized costs 9,260 16,082
Net change in fair value of biological assets (9 ) 2,322
Transferred to inventory upon harvest (9,529 ) (16,471 )
Balance, end of period 2,842 3,120

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.

The Company estimates the harvest yields for cannabis at various stages of growth. As at June 30, 2026, it is estimated that the Company’s biological assets will yield approximately 12,932 kilograms (December 31, 2025 – 12,189

SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2026

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

kilograms) of dry cannabis when harvested. During the six months ended June 30, 2026, the Company harvested 19,660 kilograms of dry cannabis (six months ended June 30, 2025 – 11,273 kilograms).

  • Inventory
As at June 30, 2026 December 31, 2025
Retail liquor 79,125 75,145
Retail cannabis 16,457 16,348
Harvested cannabis
Work-in-progress 2,423 2,203
Finished goods 3,463 4,342
Manufactured cannabis
Dried cannabis & biomass 3,842 2,270
Work in progress 13,675 12,577
Finished goods 5,363 5,600
Packaging supplies and consumables 9,024 8,392
133,372 126,877

During the three and six months ended June 30, 2026, inventories of $177.9 million and $319.4 million were recognized in cost of sales as an expense (three and six months ended June 30, 2025 – $177.6 million and $326.4 million).

During the three and six months ended June 30, 2026, the Company recognized inventory write downs of $1.2 million and $2.6 million (three and six months ended June 30, 2025 – $0.2 million and $0.8 million).

  • Right of use assets
Cost
Balance at December 31, 2025 270,591
Acquisition (note 4) 1,704
Additions 3,862
Renewals, remeasurements and dispositions 7,346
Balance at June 30, 2026 283,503
Accumulated depreciation and impairment
Balance at December 31, 2025 132,238
Depreciation 16,498
Impairment reversal (300 )
Balance at June 30, 2026 148,436
Net book value
Balance at December 31, 2025 138,353
Balance at June 30, 2026 135,067

For the six months ended June 30, 2026, renewals, remeasurements and dispositions of $7.3 million mainly related to lease renewals for which the Company reassessed likely terms.

For the six months ended June 30, 2026, the Company recorded the following net impairment losses (reversals) on right of use assets:

SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2026

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

Reporting Segment
Three months ended Liquor retail Cannabis retail Total
March 31, 2026 (300 ) (300 )
June 30, 2026
(300 ) (300 )

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

For the six months ended June 30, 2025, the Company recorded the following net impairment losses (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 )
  • Property, plant and equipment
Land Production facilities Leasehold improvements Equipment Construction<br>in progress Total
Cost
Balance at December 31, 2025 9,454 69,519 84,580 111,672 5,153 280,378
Acquisition (note 4) 1,172 1,172
Additions 565 21 1,691 1,510 3,787
Transfers from CIP 670 (670 )
Dispositions (1,900 ) (1,900 )
Balance at June 30, 2026 9,454 68,184 86,443 113,363 5,993 283,437
Accumulated depreciation and impairment
Balance at December 31, 2025 689 11,567 45,907 70,315 128,478
Depreciation 1,438 4,115 4,664 10,217
Impairment (recovery) 475 (279 ) (76 ) 120
Balance at June 30, 2026 689 13,480 49,743 74,903 138,815
Net book value
Balance at December 31, 2025 8,765 57,952 38,673 41,357 5,153 151,900
Balance at June 30, 2026 8,765 54,704 36,700 38,460 5,993 144,622

During the six months ended June 30, 2026, depreciation expense of $2.6 million was capitalized to biological assets and inventory (six months ended June 30, 2025 – $2.0 million).

During the three months ended March 31, 2026, the Company determined that indicators of impairment existed relating to the Stellarton facility due to slow moving market conditions. The estimated recoverable amount of the facility was determined to be its fair value less costs of disposal and an impairment of $0.5 million was recorded to write down the facility to its recoverable amount of $1.9 million. The fair value measurement was categorized within Level 3 of the fair value hierarchy. The impairment was recognized in the Company’s cannabis operations reporting segment. During the three months ended June 30, 2026, proceeds of $1.7 million were received for the disposition of the Stellarton facility and a loss on disposal of $0.2 million was recognized.

During the six months ended June 30, 2026, the Company determined that indicators of impairment reversal existed relating to one cannabis retail store and three liquor 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

SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2026

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

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 11.0% – 13.5% 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.

For the six months ended June 30, 2026, the Company recorded the following net impairment losses (reversals) on retail property, plant and equipment:

Reporting Segment
Three months ended Liquor retail Cannabis retail Total
March 31, 2026 (171 ) (182 ) (353 )
June 30, 2026 (2 ) (2 )
(171 ) (184 ) (355 )

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

For the six months ended June 30, 2025, the Company recorded the following net impairment losses (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 )
  • Net investment in subleases
June 30, 2026 December 31, 2025
Balance, beginning of year 14,418 18,186
Finance income 270 612
Rents recovered (payments made directly to landlords) (1,668 ) (3,342 )
Dispositions and remeasurements 639 (1,038 )
Balance, end of period 13,659 14,418
Current portion 2,962 2,775
Long-term 10,697 11,643

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, 2026

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

  • Intangible assets
Brands and trademarks Franchise agreements Software Retail<br>licenses Total
Cost
Balance at December 31, 2025 81,900 10,000 5,589 6,482 103,971
Balance at June 30, 2026 81,900 10,000 5,589 6,482 103,971
Accumulated amortization and impairment
Balance at December 31, 2025 35,792 5,564 3,365 730 45,451
Amortization 86 619 443 242 1,390
Balance at June 30, 2026 35,878 6,183 3,808 972 46,841
Net book value
Balance at December 31, 2025 46,108 4,436 2,224 5,752 58,520
Balance at June 30, 2026 46,022 3,817 1,781 5,510 57,130
  • Investments
As at June 30, 2026 December 31, 2025
Investments at amortized cost 585 822
Investments at FVOCI 14,185 11,236
14,770 12,058
Current portion 263 484
Long-term 14,507 11,574

Investments at amortized cost

The Company has loans outstanding to franchise partners with a total balance of $0.6 million, maturity dates ranging from August 2026 to June 2030, and annual interest rates ranging from 7.5% – 8%.

Investments at fAIR vALUE tHROUGH OTHER COMPREHENSIVE INCOME

During the six months ended June 30, 2026, the Company acquired an additional $4.1 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 $14.2 million as a Level 1 investment and the corresponding $1.1 million loss was recognized in other comprehensive income.

  • Equity-accounted investees
As at June 30, 2026 December 31, 2025
Interest in joint venture 400,386 385,534

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.

SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2026

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

The current investment portfolio of SunStream is comprised of secured debt, hybrid debt, derivative instruments and convertible equity 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:

Carrying amount
Balance at December 31, 2025 385,534
Share of net loss (1,850 )
Share of other comprehensive income (taxes at 23%) 13,836
Capital contributions 2,866
Balance at June 30, 2026 400,386

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, 2026 June 30, 2025
Current assets (including cash and cash equivalents - 2026: $1.6 million, 2025: $1.4 million) 3,791 5,640
Non-current assets 392,081 375,361
Current liabilities (3,485 ) (498 )
Net assets (liabilities) (100%) 392,387 380,503
Six months ended June 30 2026 2025
Revenue (loss) (648 ) (2,748 )
Profit (loss) from operations (1,437 ) (3,821 )
Other comprehensive income (loss) 13,836 (20,959 )
Total comprehensive income (loss) 12,404 (24,781 )
  • Lease Liabilities
June 30, 2026 December 31, 2025
Balance, beginning of year 169,933 152,273
Acquisition (note 4) 1,305
Additions 3,860 9,634
Lease payments (21,825 ) (42,587 )
Renewals, remeasurements and dispositions 7,935 42,790
Tenant inducement allowances received 861 303
Accretion expense 4,308 7,520
Balance, end of period 166,377 169,933
Current portion 36,093 35,462
Long-term 130,284 134,471

For the six months ended June 30, 2026, renewals, remeasurements and dispositions of $7.9 million mainly related to lease renewals for which the Company reassessed likely terms.

SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2026

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

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, 2026:

June 30, 2026
Less than one year 32,864
One to three years 73,213
Three to five years 50,758
Thereafter 11,277
Minimum lease payments 168,112
  • 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, 2026 December 31, 2025
Note Number of<br>Shares Carrying<br>Amount Number of<br>Shares Carrying<br>Amount
Balance, beginning of year 263,359,123 2,310,398 263,021,847 2,346,728
Share issuances 3,263 10
Share issuance costs
Share repurchases (16,200,753 ) (141,874 ) (5,899,897 ) (52,688 )
Acquisitions
Employee awards exercised 1,500,526 3,299 6,237,173 16,358
Balance, end of period 248,662,159 2,171,833 263,359,123 2,310,398

During the six months ended June 30, 2026, the Company purchased and cancelled 16.2 million common shares, pursuant to its repurchase program, at a weighted average price, excluding commissions, of $2.02 (US$1.46) per common share for a total cost of $33.1 million including commissions. Accumulated deficit was reduced by $108.6 million, representing the excess of the average carrying value of the common shares over their purchase price.

Subsequent to June 30, 2026, the Company issued 1.5 million common shares in connection with the vesting of RSUs under its long term incentive plan and purchased and cancelled 1.9 million common shares, pursuant to its repurchase program, at a weighted average price, excluding commissions, of $1.87 (US$1.32) per common share for a total cost of $3.6 million including commissions.

  • 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.

SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2026

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

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

Three months ended<br>June 30 Six months ended<br>June 30
2026 2025 2026 2025
Equity-settled expense
Restricted share units (C) 2,078 3,621 3,884 6,080
Cash-settled (recovery) expense
Deferred share units (1) (D) 572 (702 ) (618 ) (1,773 )
2,650 2,919 3,266 4,307
  • 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, 2026:

Simple<br>warrants<br>outstanding Weightedaverageexercise price Performance<br>warrants<br>outstanding Weightedaverageexercise price
Balance at December 31, 2025 16,320 64.32 20,800 40.38
Forfeited (320 ) 155.19 0.00
Expired 0.00 (12,800 ) 18.75
Balance at June 30, 2026 16,000 62.50 8,000 75.00

All values are in US Dollars.

The following table summarizes outstanding simple and performance warrants as at June 30, 2026:

Warrants outstanding Warrants exercisable
Range of exercise prices Number of<br>warrants Weightedaverageexerciseprice Weighted<br>average<br>contractual<br>life (years) Number of<br>warrants Weightedaverageexerciseprice Weighted<br>average<br>contractual<br>life (years)
Simple warrants
62.50 - 93.75 16,000 62.50 0.53 16,000 62.50 0.53
Performance warrants
62.50 - 93.75 8,000 75.00 n/a n/a

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.

SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2026

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

The following table summarizes changes in stock options during the six months ended June 30, 2026:

Stock options outstanding Weightedaverageexercise price
Balance at December 31, 2025 320,951 11.86
Forfeited (236,853 ) 11.79
Balance at June 30, 2026 84,098 12.05

All values are in US Dollars.

The following table summarizes outstanding stock options as at June 30, 2026:

Stock options outstanding Stock options exercisable
Exercise prices Number of<br>options Weighted<br>average<br>contractual<br>life (years) Number of<br>options Weighted<br>average<br>contractual<br>life (years)
11.50 10,000 3.91 10,000 3.91
11.79 64,738 0.55 64,738 0.55
11.90 8,160 3.99 8,160 3.99
31.50 1,200 1.49 1,200 1.49
84,098 1.30 84,098 1.30

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.

The following table summarizes changes in RSUs during the six months ended June 30, 2026:

RSUs<br>outstanding
Balance at December 31, 2025 6,855,023
Granted 3,704,062
Forfeited (745,415 )
Exercised (1,500,526 )
Balance at June 30, 2026 8,313,144

At June 30, 2026, no RSUs were vested or exercisable.

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.

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. The fair value of DSUs that will be redeemed within the next year are classified as a current liability within accounts payable.

As at June 30, 2026, the Company recognized a liability of $7.0 million relating to the fair value of cash-settled DSUs (December 31, 2025 – $8.1 million) with $6.9 million (December 31, 2025 – $7.6 million) included as a non-current

SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2026

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

liability within other liabilities and $0.1 million (December 31, 2025 – $0.5 million) included as a current liability within accounts payable.

The following table summarizes changes in DSUs during the six months ended June 30, 2026:

DSUs<br>outstanding
Balance at December 31, 2025 3,568,503
Granted 311,840
Exercised (217,602 )
Balance at June 30, 2026 3,662,741

At June 30, 2026, 3.66 million DSUs were vested (December 31, 2025 – 3.57 million) and 0.14 million were exercisable (December 31, 2025 – 0.3 million).

  • 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.

Three months ended<br>June 30 Six months ended<br>June 30
2026 2025 2026 2025
Liquor retail revenue
Retail 134,320 141,479 238,016 250,501
Proprietary licensing 388 450 775 900
Liquor retail revenue 134,708 141,929 238,791 251,401
Cannabis retail revenue
Retail 77,715 78,891 150,164 151,147
Proprietary licensing 4,376 4,280 8,241 8,357
Franchise 1,113 1,228 2,144 2,435
Cannabis retail revenue 83,204 84,399 160,549 161,939
Cannabis operations revenue
Provincial boards 34,530 37,413 67,107 72,268
Wholesale 8,633 11,133 16,219 22,616
Analytical testing and other 5 106 113 310
Intersegment eliminations (14,378 ) (17,395 ) (29,332 ) (33,812 )
Cannabis operations revenue 28,790 31,257 54,107 61,382
Gross revenue 246,702 257,585 453,447 474,722
Excise taxes (1) 10,936 12,816 21,775 25,039
Net revenue 235,766 244,769 431,672 449,683
  • Excise tax is only applicable to cannabis operations provincial board revenue.

SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2026

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

  • Investment income
Three months ended<br>June 30 Six months ended<br>June 30
2026 2025 2026 2025
Interest income from investments at amortized cost 8 18 22 1,391
Interest income from cash 1,000 1,300 2,468 2,783
Gain on marketable securities 211 55 211
1,008 1,529 2,545 4,385
  • Other (expenses) INCOME, NET
Three months ended<br>June 30 Six months ended<br>June 30
2026 2025 2026 2025
Finance (costs) income
Accretion on lease liabilities (2,135 ) (1,798 ) (4,308 ) (3,628 )
Financial guarantee liability recovery 8 14 20 28
Other finance costs (18 ) (38 ) (59 )
Interest income 133 155 270 322
Total finance costs (1,994 ) (1,647 ) (4,056 ) (3,337 )
Change in fair value of derivative warrants 13 25
Transaction costs (282 ) (318 ) (623 ) (1,096 )
Foreign exchange loss 610 (166 ) 719 (364 )
(1,666 ) (2,118 ) (3,960 ) (4,772 )

SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2026

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

  • SUPPLEMENTAL CASH FLOW DISCLOSURES
Three months ended<br>June 30 Six months ended<br>June 30
2026 2025 2026 2025
Cash provided by (used in):
Accounts receivable (4,085 ) 374 6,717 (1,217 )
Biological assets 72 (372 ) 269 (1,123 )
Inventory 159 (806 ) (9,215 ) (6,377 )
Prepaid expenses and deposits (24 ) (4,131 ) 297 1,848
Investments (27 )
Right of use assets 1 (2,955 ) (3,858 ) (2,949 )
Property, plant and equipment (274 ) (20 ) 637 (29 )
Accounts payable and accrued liabilities (5,201 ) (8,859 ) (9,057 ) (7,615 )
Lease liabilities 7 3,172 4,728 3,234
(9,345 ) (13,624 ) (9,482 ) (14,228 )
Changes in non-cash working capital relating to:
Operating (9,123 ) (13,763 ) (10,990 ) (14,476 )
Investing (274 ) (47 ) 637 (29 )
Financing 52 186 871 277
(9,345 ) (13,624 ) (9,482 ) (14,228 )
  • Earnings (Loss) per share
Three months ended June 30 Six months endedJune 30
2026 2025 2026 2025
Weighted average shares outstanding (000s)
Basic (1) 256,723 257,310 258,998 258,213
Dilutive effect of RSUs 5,990
Basic and diluted (1) 256,723 263,300 258,998 258,213
Net loss attributable to owners of the Company (7,822 ) 2,885 (17,733 ) (11,822 )
Per share - basic and diluted (0.03 ) 0.01 (0.07 ) (0.05 )

All values are in US Dollars.

  • For the six months ended June 30, 2026, there were 54.4 thousand equity classified warrants, 16.0 thousand simple warrants, 8.0 thousand performance warrants, 0.1 million stock options and 8.3 million RSUs that were excluded from the calculation as the impact was anti-dilutive (six months ended June 30, 2025 – 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).
  • 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 FVOCI and accounts payable and accrued liabilities.

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

SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2026

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

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, 2026 Carrying<br>amount Level 1 Level 2 Level 3
Recurring measurements:
Financial assets
Marketable securities 139 139
Investments at FVOCI 14,185 14,185
Fair value measurements using
December 31, 2025 Carrying<br>amount Level 1 Level 2 Level 3
Recurring measurements:
Financial assets
Marketable securities 84 84
Investments at FVOCI 11,236 11,236

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

  • Commitments and contingencies

The following table summarizes contractual commitments at June 30, 2026:

Less than<br>one year One to three<br>years Three to five<br>years Thereafter Total
Accounts payable and accrued liabilities 46,193 46,193
Financial guarantee liability 127 127
Loyalty liability 620 620
Balance, end of year 46,193 747 46,940
  • 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.

SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2026

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

  • SUBSEQUENT EVENTS

Restructuring of parallel

On July 27, 2026, the restructuring of Surterra Holdings, Inc. and certain of its affiliates (collectively, “Parallel”) was completed. As the principal asset within the SunStream investment portfolio, Parallel represents a significant step forward for SNDL, which gained indirect majority economic exposure through the restructuring transaction.

EX-99.2

EXHIBIT 99.2

img261646563_0.jpg

SNDL Inc.

Management’s Discussion and Analysis

For the three and six months ended June 30, 2026

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, 2026 is dated July 27, 2026. 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, 2026 (the “Interim Financial Statements”) and the audited consolidated financial statements and notes thereto for the year ended December 31, 2025 (the “Audited Financial Statements”) and the risks identified in the Company’s Annual Information Form for the year ended December 31, 2025 (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 3
FINANCIAL HIGHLIGHTS 4
CONSOLIDATED RESULTS 4
OPERATING SEGMENTS 6
LIQUOR RETAIL SEGMENT RESULTS 9
CANNABIS RETAIL SEGMENT RESULTS 10
CANNABIS OPERATIONS SEGMENT RESULTS 11
INVESTMENTS SEGMENT RESULTS 12
SELECTED QUARTERLY INFORMATION 13
LIQUIDITY AND CAPITAL RESOURCES 13
CONTRACTUAL COMMITMENTS AND CONTINGENCIES 17
NON-IFRS FINANCIAL MEASURES AND OTHER MEASURES 17
RELATED PARTIES 19
OFF BALANCE SHEET ARRANGEMENTS 20
CRITICAL ACCOUNTING ESTIMATES 20
NEW ACCOUNTING PRONOUNCEMENTS 20
RISK FACTORS 21
DISCLOSURE CONTROLS AND PROCEDURES 21
INTERNAL CONTROL OVER FINANCIAL REPORTING 22
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING 22
ABBREVIATIONS 22
FORWARD-LOOKING INFORMATION 22
ADDITIONAL INFORMATION 24

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, controlled 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, controlled 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, derivative instruments and convertible equity 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, controlled 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

Restructuring of parallel

On July 27, 2026, the restructuring of Surterra Holdings, Inc. and certain of its affiliates (collectively, “Parallel”) was completed. As the principal asset within the SunStream investment portfolio, Parallel represents a significant step forward for SNDL, which gained indirect majority economic exposure through the restructuring transaction. Parallel currently operates 56 retail locations, three cultivation facilities and a manufacturing facility. Subject to applicable legal, regulatory, accounting, and NASDAQ requirements, SNDL expects to assume direct control of Parallel’s medical cannabis operations in Florida, Texas, and Massachusetts in the coming months. This milestone has the potential to make SNDL the first NASDAQ-listed company to consolidate U.S. medical cannabis operations and establish the Company as a leading vertically integrated cannabis operator in North America.

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.

On March 10, 2026, the Company launched Rise Rewards at all Ace Liquor and Liquor Depot locations in Alberta. Rise Rewards is expected to launch at Wine and Beyond locations before the end of 2026.

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”).

Under the terms of the 1CM Agreement, the Company would 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 1CM Stores are comprised of 2 stores in Alberta, 3 stores in Saskatchewan and 27 stores located in Ontario.

The 1CM Transaction was 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.

On December 15, 2025, the Company announced that it had entered into an amended and restated arrangement agreement (the “1CM A&R Agreement”). Under the 1CM A&R Agreement, the parties agreed to, among other things, complete the 1CM Transaction in two stages to align with the status of required provincial regulatory approvals. The aggregate purchase price for the 1CM Transaction had not been amended.

On January 7, 2026, the first closing (“First Closing”) was completed and involved the purchase of 5 cannabis retail stores located in Alberta and Saskatchewan. The purchase price for the First Closing was $5.0 million cash, subject to certain adjustments at the time of the First Closing. Pursuant to the 1CM A&R Agreement, in December 2025, the Company had previously paid a $2.0 million non-refundable cash deposit towards the purchase price in respect of the First Closing.

The second closing (“Second Closing”) was expected to occur in the first half of 2026 for the purchase of the remaining 27 cannabis retail stores, each of which are located in Ontario. The 1CM Transaction had an outside date that was extended from December 31, 2025 to May 31, 2026. On May 27, 2026, the Company announced that the Second Closing was not expected to proceed following a prolonged regulatory review process that extended beyond commercially reasonable timelines contemplated by the parties. The Company is required to pay a $0.25 million termination fee that will be deducted from the previously paid $1.0 million deposit meant to be applied towards the purchase price in respect of the Second Closing, with the remainder of the deposit being returned to the Company.

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. justice department Reclassifies state-licensed and fda-approved marijuana products

On April 23, 2026, the U.S. Justice Department and the U.S. Drug Enforcement Administration announced the issuance of an order immediately placing both Food and Drug Administration-approved products containing marijuana and marijuana products regulated by a state medical marijuana license in Schedule III of the U.S. Controlled Substances Act, as well as the initiation of an expedited administrative hearing process to consider the broader rescheduling of marijuana from Schedule I to Schedule III. The new hearing, beginning June 29, 2026, is expected to provide a timely and legally compliant pathway to evaluate broader changes to marijuana’s status under U.S. federal law.

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 certain imports from the United States. Canada and the United States continue ongoing negotiations on a new trade and security relationship, though the scope and terms of such negotiations and the agreements they may produce, if any, are unknown. These tariff announcements and the risk of 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 impact SNDL.

In response to tariffs imposed by the U.S., several Canadian provinces had taken retaliatory measures by removing U.S. alcohol from store shelves and restaurant, bar and retailer fulfillment catalogues. While some provinces, including Alberta, have lifted their ban on U.S. liquor imports, other provinces continue to impose the ban, despite the Canadian federal government lifting retaliatory tariffs on many U.S. goods.

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 six months ended June 30, 2026.

share repurchase program

On November 3, 2025, 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, 2025. On November 21, 2025, the Company announced that it had received approval from the CSE for the renewal of its share repurchase program. The share repurchase program authorizes the Company to repurchase up to $100 million of its outstanding common shares from time to time through open market purchases at prevailing market prices. SNDL may purchase up to a maximum of approximately 24.5 million common shares under the share repurchase program, representing approximately 10% of the issued and outstanding common shares as at the date of announcement, and will expire on November 20, 2026. 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.

For the three months ended June 30, 2026, the Company purchased and cancelled 11.7 million common shares at a weighted average price, excluding commissions, of $1.98 (US$1.43) per common share for a total cost of $23.5 million including commissions.

For the six months ended June 30, 2026, the Company purchased and cancelled 16.2 million common shares at a weighted average price, excluding commissions, of $2.02 (US$1.46) per common share for a total cost of $33.1 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) Q2 2026 Q2 2025 Change % Change
Financial Results
Net revenue 235,766 244,769 (9,003 ) -4 %
Cost of sales 179,417 177,168 2,249 1 %
Gross profit 56,349 67,601 (11,252 ) -17 %
Gross margin (1) 23.9 % 27.6 % -3.7 %
Operating (loss) income (7,841 ) 5,003 (12,844 ) -257 %
Adjusted operating (loss) income (2) (6,982 ) 5,830 (12,812 ) -220 %
Net (loss) earnings attributable to owners of the Company (7,822 ) 2,885 (10,707 ) -371 %
Per share, basic and diluted (0.03 ) 0.01 (0.04 ) -400 %
Change in cash and cash equivalents (30,196 ) (12,643 ) (17,553 ) -139 %
Free cash flow (2) (6,671 ) (7,869 ) 1,198 15 %
Statement of Financial Position
Cash and cash equivalents 183,208 208,224 (25,016 ) -12 %
Inventory 133,372 133,466 (94 ) 0 %
Right of use assets 135,067 116,759 18,308 16 %
Property, plant and equipment 144,622 154,854 (10,232 ) -7 %
Total assets 1,283,928 1,293,420 (9,492 ) -1 %
  • 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) 2026 2025 2026 2025
Salaries and wages 25,954 28,706 54,615 57,136
Consulting fees 1,210 878 2,942 2,960
Office and general 11,845 12,081 23,722 24,233
Professional fees 790 807 2,783 2,311
Merchant processing fees 1,835 1,805 3,357 3,273
Director fees 243 240 465 481
Other 964 859 1,564 1,341
42,841 45,376 89,448 91,735

All values are in US Dollars.

General and administrative expenses for the three months ended June 30, 2026 were $42.8 million compared to $45.4 million for the three months ended June 30, 2025. The decrease of $2.6 million was mainly due to decreases in salaries and wages and office and general expenses, partially offset by an increase in consulting fees. The decrease in salaries and

wages was due to continued optimization of corporate overheads. Office and general expenses decreased due to less spending on office supplies repairs and maintenance and insurance costs. The increase in consulting fees was mainly due to the timing of various projects aimed at supporting corporate initiatives.

General and administrative expenses for the six months ended June 30, 2026 were $89.4 million compared to $91.7 million for the six months ended June 30, 2025. The decrease of $2.3 million was mainly due to decreases in salaries and wages and office and general expenses, partially offset by an increase in professional fees. The decrease in salaries and wages was due to continued optimization of corporate overheads, partially offset by severance costs recognized in the current period. Office and general expenses decreased due to less spending on office supplies, repairs and maintenance and security costs. The increase in professional fees was due to higher legal and accounting expenses.

Share-based compensation

Three months ended<br>June 30 Six months ended<br>June 30
(000s) 2026 2025 2026 2025
Equity-settled expense
Restricted share units 2,078 3,621 3,884 6,080
Cash-settled expense
Deferred share units 572 (702 ) (618 ) (1,773 )
2,650 2,919 3,266 4,307

All values are in US Dollars.

Share-based compensation expense includes the expense related to the Company’s issuance of 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 expense for the three months ended June 30, 2026 was $2.7 million compared to $2.9 million for the three months ended June 30, 2025. The decrease of $0.2 million was due to a decrease in RSU expense partially offset by an increase in 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 increase in DSU expense was mostly caused by the change in fair value of DSUs. The current period experienced an increase in fair value resulting from an increase in share price, while the comparative period experienced a decrease in fair value resulting from a decrease in share price.

Share-based compensation expense for the six months ended June 30, 2026 was $3.3 million compared to $4.3 million for the six months ended June 30, 2025. The decrease of $1.0 million was due to a decrease in RSU expense partially offset by a decrease in DSU recovery. 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 recovery was mostly caused by the change in fair value of DSUs. Both the current and comparative periods experienced a decrease in fair value resulting from a decrease in share price, however the current period decrease was less than the comparative period.

Operating (loss) income

Three months ended<br>June 30 Six months ended<br>June 30
(000s) 2026 2025 2026 2025
Operating (loss) income (7,841 ) 5,003 (16,955 ) (7,050 )

All values are in US Dollars.

Operating loss for the three months ended June 30, 2026 was $7.8 million compared to operating income of $5.0 million for the three months ended June 30, 2025. The increase in operating loss of $12.8 million was due to a decrease in gross profit ($11.3 million), share of loss of equity-accounted investees ($2.7 million) and lower asset impairment reversal ($1.1 million), partially offset by lower general and administrative expenses ($2.6 million). The changes noted above are discussed in more detail throughout the relevant consolidated and segment results sections.

Operating loss for the six months ended June 30, 2026 was $17.0 million compared to $7.1 million for the six months ended June 30, 2025. The increase in operating loss of $9.9 million was due to decreases in gross profit ($15.1 million) and investment income ($1.9 million), partially offset by lower share of loss of equity-accounted investees ($2.3 million) and

decreases in general and administrative expenses ($2.3 million), depreciation and amortization ($0.7 million), share-based compensation ($1.0 million) and asset impairment ($1.1 million). The changes noted above are discussed in more detail throughout the relevant consolidated and segment results sections.

Net (loss) earnings

Three months ended<br>June 30 Six months ended<br>June 30
(000s) 2026 2025 2026 2025
Net (loss) earnings (7,822 ) 2,885 (17,733 ) (11,822 )

All values are in US Dollars.

Net loss for the three months ended June 30, 2026 was $7.8 million compared to net earnings of $2.9 million for the three months ended June 30, 2025. The increase in net loss of $10.7 million was largely due to a decrease in gross profit ($11.3 million), share of loss of equity-accounted investees ($2.7 million) and lower asset impairment reversal ($1.1 million), partially offset by lower general and administrative expenses ($2.6 million) and income tax recovery ($1.7 million). The changes noted above are discussed in more detail throughout the relevant consolidated and segment results sections.

Net loss for the six months ended June 30, 2026 was $17.7 million compared to $11.8 million for the six months ended June 30, 2025. The increase in net loss of $5.9 million was largely due to decreases in gross profit ($15.1 million) and investment income ($1.9 million), partially offset by lower share of loss of equity-accounted investees ($2.3 million) and decreases in general and administrative expenses ($2.3 million), depreciation and amortization ($0.7 million), share-based compensation ($1.0 million), asset impairment ($1.1 million) and income tax recovery ($3.2 million). The changes noted above are discussed in more detail throughout the relevant consolidated and segment results sections.

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, controlled 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) Cannabis<br>Retail Cannabis<br>Operations Intersegment<br>Eliminations Cannabis<br>Total Liquor<br>Retail Investments Corporate Total
As at June 30, 2026
Total assets 212,139 211,318 423,457 325,896 415,156 119,419 1,283,928
Six months ended June 30, 2026
Net revenue (1) 160,549 61,664 (29,332 ) 192,881 238,791 431,672
Gross profit 42,354 6,369 48,723 60,438 109,161
Operating income (loss) 4,084 (16,143 ) (12,059 ) (136 ) 479 (5,239 ) (16,955 )
Adjusted operating income (loss) (2) 4,119 (15,912 ) (11,793 ) 89 479 (4,699 ) (15,924 )
Three months ended June 30, 2026
Net revenue (1) 83,204 32,232 (14,378 ) 101,058 134,708 235,766
Gross profit 22,002 567 22,569 33,780 56,349
Operating income (loss) 2,968 (9,201 ) (6,233 ) 3,024 (1,559 ) (3,073 ) (7,841 )
Adjusted operating income (loss) (2) 3,003 (8,970 ) (5,967 ) 3,249 (1,559 ) (2,705 ) (6,982 )
  • The Company has eliminated $29.3 million for the six months ended June 30, 2026 and 14.4 million for the three months ended June 30, 2026 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) Cannabis<br>Retail Cannabis<br>Operations Intersegment<br>Eliminations Cannabis<br>Total Liquor<br>Retail Investments Corporate Total
As at December 31, 2025
Total assets 219,462 211,625 431,087 324,447 397,537 182,846 1,335,917
Six months ended June 30, 2025
Net revenue (1) 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) (2) 5,510 (9,304 ) (3,794 ) 4,292 232 (7,780 ) (7,050 )
Adjusted operating income (loss) (2)(3) 5,510 (6,038 ) (528 ) 4,292 232 (7,197 ) (3,201 )
Three months ended June 30, 2025
Net revenue (1) 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) (2) 4,183 (3,133 ) 1,050 6,709 1,833 (4,589 ) 5,003
Adjusted operating income (loss) (2)(3) 4,183 (2,762 ) 1,421 6,709 1,833 (4,133 ) 5,830
  • 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.
  • Recast - refer to description below
  • 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.

In 2026, the Company began allocating applicable direct and indirect overhead costs, incorporating employee utilization and head count, from the corporate segment to each individual operating segment all categorized within general and administrative expenses. The Company has recast the comparative period to illustrate the impact of these allocations had they been done during the prior period.

The following tables present the effect of the adjustments made to operating income (loss) and adjusted operating income (loss) for the periods indicated.

($000s) Cannabis<br>Retail Cannabis<br>Operations Intersegment<br>Eliminations Cannabis<br>Total Liquor<br>Retail Investments Corporate Total
Six months ended June 30, 2025
Operating income (loss) as previously reported 13,224 1,806 15,030 13,054 232 (35,366 ) (7,050 )
Adjustment to general and administrative expenses (7,714 ) (11,110 ) (18,824 ) (8,762 ) 27,586
Operating income (loss) as recast 5,510 (9,304 ) (3,794 ) 4,292 232 (7,780 ) (7,050 )
Adjusted operating income (loss) as previously reported 13,224 5,072 18,296 13,054 232 (34,783 ) (3,201 )
Adjustment to general and administrative expenses (7,714 ) (11,110 ) (18,824 ) (8,762 ) 27,586
Adjusted operating income (loss) as recast 5,510 (6,038 ) (528 ) 4,292 232 (7,197 ) (3,201 )
($000s) Cannabis<br>Retail Cannabis<br>Operations Intersegment<br>Eliminations Cannabis<br>Total Liquor<br>Retail Investments Corporate Total
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Three months ended June 30, 2025
Operating income (loss) as previously reported 8,062 2,292 10,354 11,074 1,833 (18,258 ) 5,003
Adjustment to general and administrative expenses (3,879 ) (5,425 ) (9,304 ) (4,365 ) 13,669
Operating income (loss) as recast 4,183 (3,133 ) 1,050 6,709 1,833 (4,589 ) 5,003
Adjusted operating income (loss) as previously reported 8,062 2,663 10,725 11,074 1,833 (17,802 ) 5,830
Adjustment to general and administrative expenses (3,879 ) (5,425 ) (9,304 ) (4,365 ) 13,669
Adjusted operating income (loss) as recast 4,183 (2,762 ) 1,421 6,709 1,833 (4,133 ) 5,830

LIQUOR RETAIL SEGMENT RESULTS

Operating income (loss)

Three months ended<br>June 30 Six months ended<br>June 30
($000s) 2026 2025 2026 2025
As Previously Reported (2)<br>Adjustment As<br>Recast As Previously Reported (2)<br>Adjustment As<br>Recast
Net revenue 134,708 141,929 141,929 238,791 251,401 251,401
Cost of sales 100,928 105,443 105,443 178,353 187,112 187,112
Gross profit 33,780 36,486 36,486 60,438 64,289 64,289
Gross margin (1) 25.1 % 25.7 % 25.7 % 25.3 % 25.6 % 25.6 %
General and administrative 21,570 16,479 4,365 20,844 42,583 33,471 8,762 42,233
Sales and marketing 1,152 1,151 1,151 2,379 1,926 1,926
Depreciation and amortization 7,686 7,782 7,782 15,424 15,880 15,880
Share-based compensation 131 223
Restructuring costs 225 225
Asset impairment (reversal) (171 )
Other income (81 )
(Gain) loss on disposition of assets (8 ) (8 ) (42 ) (42 )
Operating income (loss) 3,024 11,074 (4,365 ) 6,709 (136 ) 13,054 (8,762 ) 4,292
  • 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.
  • In 2026, the Company began allocating applicable direct and indirect overhead costs from the corporate segment to each individual operating segment all categorized within general and administrative expenses. The Company has recast the comparative period to illustrate the impact of these allocations had they been done during the prior period.

Net revenue for the three months ended June 30, 2026 was $134.7 million compared to $141.9 million for the three months ended June 30, 2025. The decrease of $7.2 million was primarily due to lower customer traffic reflecting declining market trends, partially offset by pricing strategies.

Net revenue for the six months ended June 30, 2026 was $238.8 million compared to $251.4 million for the six months ended June 30, 2025. The decrease of $12.6 million was primarily due to lower customer traffic reflecting declining market trends, partially offset by pricing strategies.

Cost of sales for the three months ended June 30, 2026 was $100.9 million compared to $105.4 million for the three months ended June 30, 2025. The decrease of $4.5 million was due to an overall decrease in sales as noted above.

Cost of sales for the six months ended June 30, 2026 was $178.4 million compared to $187.1 million for the six months ended June 30, 2025. The decrease of $8.7 million was due to an overall decrease in sales as noted above.

Gross profit for the three months ended June 30, 2026 was $33.8 million (25.1%) compared to $36.5 million (25.7%) for the three months ended June 30, 2025. The decrease of $2.7 million was partly due to a reduction in net revenue and cost of sales noted above, in addition to pricing strategies and optimizing product discounts.

Gross profit for the six months ended June 30, 2026 was $60.4 million (25.3%) compared to $64.3 million (25.6%) for the six months ended June 30, 2025. The decrease of $3.9 million was partly due to a reduction in net revenue and cost of sales noted above, in addition to pricing strategies and optimizing product discounts.

The increase in sales and marketing expense of $0.5 million for the six months ended June 30, 2026 were mainly caused by new store marketing expenses.

During the six months ended June 30, 2026, the Company recorded impairment reversals on retail property, plant and equipment of $0.2 million due to improved store level operating results. During the six months ended June 30, 2025, no impairments or impairment reversals were recorded.

At July 27, 2026, the Ace Liquor store count was 130, the Liquor Depot store count was 19 and the Wine and Beyond store count was 16.

CANNABIS RETAIL SEGMENT RESULTS

Operating income (loss)

Three months ended<br>June 30 Six months ended<br>June 30
($000s) 2026 2025 2026 2025
As Previously Reported (2)<br>Adjustment As<br>Recast As Previously Reported (2)<br>Adjustment As<br>Recast
Net revenue 83,204 84,399 84,399 160,549 161,939 161,939
Cost of sales 61,202 62,517 62,517 118,195 120,430 120,430
Gross profit 22,002 21,882 21,882 42,354 41,509 41,509
Gross margin (1) 26.4 % 25.9 % 25.9 % 26.4 % 25.6 % 25.6 %
General and administrative 14,392 10,645 3,879 14,524 29,606 21,905 7,714 29,619
Sales and marketing 419 448 448 680 701 701
Depreciation and amortization 4,141 3,796 3,796 8,371 7,496 7,496
Share-based compensation 49 88
Restructuring costs 35 35
Asset (reversal) impairment (2 ) (1,073 ) (1,073 ) (484 ) (1,804 ) (1,804 )
Loss (gain) on disposition of assets 4 4 (26 ) (13 ) (13 )
Operating income (loss) 2,968 8,062 (3,879 ) 4,183 4,084 13,224 (7,714 ) 5,510
  • 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.
  • In 2026, the Company began allocating applicable direct and indirect overhead costs from the corporate segment to each individual operating segment all categorized within general and administrative expenses. The Company has recast the comparative period to illustrate the impact of these allocations had they been done during the prior period.

Net revenue for three months ended June 30, 2026 was $83.2 million compared to $84.4 million for the three months ended June 30, 2025. The decrease of $1.2 million is mainly attributable to a decrease in retail sales and a minor decrease in franchise revenue.

Net revenue for the six months ended June 30, 2026 was $160.5 million compared to $161.9 million for the six months ended June 30, 2025. The decrease of $1.4 million is mainly attributable to decreases in retail sales and franchise revenue and a minor decrease in proprietary licensing revenue.

Cost of sales for the three months ended June 30, 2026 was $61.2 million compared to $62.5 million for the three months ended June 30, 2025. The decrease of $1.3 million was due to an overall decrease in revenue as noted above and a change in product mix from changing consumer preferences.

Cost of sales for the six months ended June 30, 2026 was $118.2 million compared to $120.4 million for the six months ended June 30, 2025. The decrease of $2.2 million was due to an overall decrease in revenue as noted above and a change in product mix from changing consumer preferences.

Gross profit for the three months ended June 30, 2026 was $22.0 million (26.4%) compared to $21.9 million (25.9%) for the three months ended June 30, 2025. The increase of $0.1 million was due to a change in product mix from changing consumer preferences, partially offset by a reduction in net revenue and cost of sales noted above.

Gross profit for the six months ended June 30, 2026 was $42.4 million (26.4%) compared to $41.5 million (25.6%) for the six months ended June 30, 2025. The increase of $0.9 million was due to a change in product mix from changing consumer preferences, partially offset by a reduction in net revenue and cost of sales noted above.

During the three months ended June 30, 2026, no impairments or impairment reversals were recorded on right of use assets or retail property, plant and equipment. During the three months ended June 30, 2025, the Company recorded impairment reversals on right of use assets of $0.5 million and property, plant and equipment of $0.5 million due to improved store level operating results.

During the six months ended June 30, 2026, the Company recorded impairment reversals on right of use assets of $0.3 million and retail property, plant and equipment of $0.2 million due to improved store level operating results. 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.

At July 27, 2026, the Spiritleaf store count was 60 (4 corporate stores and 56 franchise stores), the Value Buds store count was 127 corporate stores and the Cost Cannabis store count was 5.

CANNABIS OPERATIONS SEGMENT RESULTS

Operating income (loss)

Three months ended<br>June 30 Six months ended<br>June 30
($000s) 2026 2025 2026 2025
As Previously Reported (2)<br>Adjustment As<br>Recast As Previously Reported (2)<br>Adjustment As<br>Recast
Net revenue 32,232 35,836 35,836 61,664 70,155 70,155
Cost of sales 31,665 26,603 26,603 55,295 51,711 51,711
Gross profit 567 9,233 9,233 6,369 18,444 18,444
Gross margin (1) 1.8 % 25.8 % 25.8 % 10.3 % 26.3 % 26.3 %
General and administrative 6,780 3,977 5,425 9,402 16,082 7,501 11,110 18,611
Sales and marketing 2,088 1,829 1,829 4,465 4,235 4,235
Depreciation and amortization 276 690 690 627 1,443 1,443
Share-based compensation 182 414
Restructuring costs 231 371 371 231 570 570
Asset impairment 9 9 475 2,724 2,724
Research and development 8 98 98 12 198 198
Loss (gain) on disposition of assets 203 (33 ) (33 ) 206 (33 ) (33 )
Operating income (loss) (9,201 ) 2,292 (5,425 ) (3,133 ) (16,143 ) 1,806 (11,110 ) (9,304 )
  • 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.
  • In 2026, the Company began allocating applicable direct and indirect overhead costs from the corporate segment to each individual operating segment all categorized within general and administrative expenses. The Company has recast the comparative period to illustrate the impact of these allocations had they been done during the prior period.

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, 2026 was $32.2 million compared to $35.8 million for the three months ended June 30, 2025. The decrease of $3.6 million was mainly due to a decrease in sales to provincial boards and wholesale sales.

Net revenue for the six months ended June 30, 2026 was $61.7 million compared to $70.2 million for the six months ended June 30, 2025. The decrease of $8.5 million was mainly due to decreases in sales to provincial boards and wholesale sales.

Cost of sales for the three months ended June 30, 2026 were $31.7 million compared to $26.6 million for the three months ended June 30, 2025. The increase of $5.1 million was mainly due to changes in product mix with higher direct costs and an increase in inventory obsolescence of $0.9 million.

Cost of sales for the six months ended June 30, 2026 were $55.3 million compared to $51.7 million for the six months ended June 30, 2025. The increase of $3.6 million was mainly due to changes in product mix with higher direct costs and an increase in inventory obsolescence of $1.8 million.

Gross profit for the three months ended June 30, 2026 was $0.6 million (1.8%) compared to $9.2 million (25.8%) for the three months ended June 30, 2025. The decrease of $8.6 million was due to the decrease in net revenue and increases in cost of sales and inventory obsolescence noted above.

Gross profit for the six months ended June 30, 2026 was $6.4 million (10.3%) compared to $18.4 million (26.3%) for the six months ended June 30, 2025. The decrease of $12.0 million was due to the decrease in net revenue and increases in cost of sales and inventory obsolescence noted above.

During the six months ended June 30, 2026, the Company recorded impairments on property, plant and equipment of $0.5 million due to slow moving market conditions. 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, 2026, the Company received proceeds of $1.7 million for the disposition of its Stellarton facility and a loss on disposal of $0.2 million was recognized.

INVESTMENTS SEGMENT RESULTS

Operating income (loss)

Three months ended<br>June 30 Six months ended<br>June 30
(000s) 2026 2025 2026 2025
Investment income 1,008 1,529 2,545 4,385
Share of (loss) profit of equity-accounted investees (2,351 ) 304 (1,850 ) (4,153 )
General and administrative 216 216
Operating income (loss) (1,559 ) 1,833 479 232

All values are in US Dollars.

Investment income for the three months ended June 30, 2026 was $1.0 million compared to $1.5 million for the three months ended June 30, 2025. The decrease of $0.5 million was mainly due to lower interest revenue from cash due to lower balances.

Investment income for the six months ended June 30, 2026 was $2.5 million compared to $4.4 million for the six months ended June 30, 2025. The decrease of $1.9 million was mainly due to lower interest income from investments at amortized cost, caused by the principal repayment of a $27 million commercial mortgage in March 2025 and lower interest revenue from cash.

Share of (loss) profit 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 loss of equity-accounted investees for the three months ended June 30, 2026 was $2.4 million compared to profit of $0.3 million for the three months ended June 30, 2025. The decrease of $2.7 million was mostly due to accounting fair value adjustments to the investments.

Share of loss of equity-accounted investees for the six months ended June 30, 2026 was $1.9 million compared to loss of $4.2 million for the six months ended June 30, 2025. The increase of $2.3 million was mostly 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.

2026 2025 2024
($000s, except per share amounts) Q2 Q1 Q4 Q3 Q2 Q1 Q4 Q3
Net revenue 235,766 195,906 252,499 244,219 244,769 204,914 257,679 236,892
Gross profit 56,349 52,812 70,229 64,177 67,601 56,641 68,799 62,968
Investment income 1,008 1,537 1,652 1,777 1,529 2,856 2,734 5,577
Net earnings (loss) attributable to owners of the Company (1) (7,822 ) (9,911 ) 9,367 (13,319 ) 2,885 (14,707 ) (67,142 ) (19,328 )
Per share, basic and diluted (1) (0.03 ) (0.04 ) 0.04 (0.05 ) 0.01 (0.06 ) (0.25 ) (0.07 )
  • These values are equal to values from “net earnings (loss) from continuing operations attributable to owners of the Company”, in total and on a per-share and diluted per-share basis.

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

  • 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;
  • Acquisition of Indiva Limited;
  • Impairment of intangible assets from the cannabis retail cash generating unit (“CGU”);
  • Impairment of the Stellarton facility due to slow moving market conditions;
  • 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, partially offset by a general decline in demand in the liquor industry and shifting consumer preferences in the cannabis industry.

LIQUIDITY AND CAPITAL RESOURCES

(000s) June 30, 2026 December 31, 2025
Cash and cash equivalents 183,208 252,243

All values are in US Dollars.

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 working capital requirements are primarily driven by maintaining inventory levels, the extension of credit to customers and the settling of obligations with suppliers. 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 has generated positive operating cash flows and positive total change in cash and cash equivalents during the last two fiscal years. 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 are 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, 2026, the Company had no outstanding bank debt or other debt.

Equity

As at June 30, 2026, the Company had the following share capital instruments outstanding:

(000s) June 30, 2026 December 31, 2025
Common shares 248,662 263,359
Common share purchase warrants (1) 54 54
Simple warrants (2) 16 16
Performance warrants (3) 8 21
Stock options (4) 84 321
Restricted share units 8,313 6,855
  • 54,400 warrants were exercisable as at June 30, 2026.
  • 16,000 simple warrants were exercisable as at June 30, 2026.
  • No performance warrants were exercisable as at June 30, 2026.
  • 84,098 stock options were exercisable as at June 30, 2026.

The number of common shares outstanding changed during the six months ended June 30, 2026 in connection with the following transactions:

  • Pursuant to the Company’s share repurchase program, the Company purchased and cancelled 16.2 million common shares at a weighted average price, excluding commissions, of $2.02 (US$1.46) per common share for a total cost of $33.1 million including commissions; and
  • The Company issued 1.5 million common shares in connection with the vesting of RSUs under its long term incentive plan.

From July 1, 2026 to July 27, 2026:

  • Pursuant to the Company’s share repurchase program, the Company purchased and cancelled 1.9 million common shares at a weighted average price, excluding commissions, of $1.87 (US$1.32) per common share for a total cost of $3.6 million including commissions; and
  • The Company issued 1.5 million common shares in connection with the vesting of RSUs under its long term incentive plan.

As at July 27, 2026, a total of 248.3 million common shares were outstanding.

Cash Flow Summary

Three months ended<br>June 30 Six months ended<br>June 30
(000s) 2026 2025 2026 2025
Cash provided by (used in):
Operating activities 3,687 6,117 7,168 13,905
Investing activities (338 ) (7,161 ) (11,704 ) 10,011
Financing activities (33,545 ) (11,599 ) (52,357 ) (34,051 )
Change in cash and cash equivalents (30,196 ) (12,643 ) (56,893 ) (10,135 )

All values are in US Dollars.

Cash Flow – Operating Activities

Net cash provided by operating activities was $3.7 million for the three months ended June 30, 2026 compared to $6.1 million provided by operating activities for the three months ended June 30, 2025. The decrease of $2.4 million was due to an increase in net loss and adjustments for non-cash items, partially offset by favourable changes in working capital which resulted in lower cash outflows compared to the prior period. The change in non-cash working capital is comprised of changes in inventory, accounts receivable, prepaid expenses and deposits and accounts payable. Accounts receivable was impacted by the adoption of the IFRS 7 and IFRS 9 amendments, refer to “New Accounting Pronouncements” below for additional information.

Net cash provided by operating activities was $7.2 million for the six months ended June 30, 2026 compared to $13.9 million provided by operating activities for the six months ended June 30, 2025. The decrease of $6.7 million was due to an increase in net loss and adjustments for non-cash items, partially offset by favourable changes in working capital which

resulted in lower cash outflows compared to the prior period. The change in non-cash working capital is comprised of changes in inventory, accounts receivable, prepaid expenses and deposits and accounts payable. Accounts receivable was impacted by the adoption of the IFRS 7 and IFRS 9 amendments, refer to “New Accounting Pronouncements” below for additional information.

Cash Flow – Investing Activities

Net cash used in investing activities was $0.3 million for the three months ended June 30, 2026 compared to $7.2 million used in investing activities for the three months ended June 30, 2025. The decrease of $6.9 million was primarily due to lower additions to investments, an increase in proceeds from the disposal of property, plant and equipment and a decrease in acquisitions, partially offset by a decrease in capital distributions from equity-accounted investees. During the current period the Company received proceeds of $1.7 million for the disposition of its Stellarton facility. During the comparative period the Company paid a $1.0 million deposit in connection with the 1CM acquisition, refer to “Recent Developments – Acquisition of Cost Cannabis and T Cannabis locations from 1CM” above for further details.

Net cash used in investing activities was $11.7 million for the six months ended June 30, 2026 compared to $10.0 million provided by investing activities for the six months ended June 30, 2025. The decrease of $21.7 million was primarily due to lower principal payments from investments, capital contributions to equity-accounted investees (as compared to distributions in the prior period) and an increase in acquisitions, partially offset by lower additions to investments. During the three months ended March 31, 2025, the Company received the principal repayment of a $27 million commercial mortgage. The acquisition related to 1CM, refer to “Recent Developments – Acquisition of Cost Cannabis and T Cannabis locations from 1CM” above for further details.

Cash Flow – Financing Activities

Net cash used in financing activities was $33.5 million for the three months ended June 30, 2026 compared to $11.6 million used in financing activities for the three months ended June 30, 2025. The increase of $21.9 million was largely due to an increase in common shares repurchased.

Net cash used in financing activities was $52.4 million for the six months ended June 30, 2026 compared to $34.1 million used in financing activities for the six months ended June 30, 2025. The increase of $18.3 million was largely due to an increase in common shares repurchased.

Free cash flow

Three months ended<br>June 30 Six months ended<br>June 30
(000s) 2026 2025 2026 2025
Free cash flow (6,671 ) (7,869 ) (14,262 ) (8,959 )

All values are in US Dollars.

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 $6.7 million for the three months ended June 30, 2026 compared to negative $7.9 million for the three months ended June 30, 2025. The increase of $1.2 million was mainly due to favourable changes in working capital which resulted in lower cash outflows compared to the prior period, proceeds from the disposal of property, plant and equipment and a decrease in lease payments, partially offset by an increase in net loss and adjustments for non-cash items. The adjustments for non-cash items were mostly due to income tax recovery, change in fair value of biological assets and inventory sold, inventory obsolescence and impairment, asset impairment reversal and share of loss of equity-accounted investees.

Free cash flow was negative $14.3 million for the six months ended June 30, 2026 compared to negative $9.0 million for the six months ended June 30, 2025. The decrease of $5.3 million was mainly due to a decrease in net loss and adjustments for non-cash items, exercise of cash-settled DSUs, an increase in additions to property, plant and equipment and an increase in lease payments, partially offset by proceeds from the disposal of property, plant and equipment and

favourable changes in working capital which resulted in lower cash outflows compared to the prior period. The adjustments for non-cash items were mostly due to income tax recovery, change in fair value of biological assets and inventory sold, share-based compensation, inventory obsolescence and impairment, asset impairment and share of loss of equity-accounted investees.

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 receivables and 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, 2026.

($000s) Less than<br>one year One to three<br>years Three to five<br>years Thereafter Total
Accounts payable and accrued liabilities 46,193 46,193
Lease liabilities 32,864 73,213 50,758 11,277 168,112
Financial guarantee liability 127 127
Loyalty liability 620 620
Total 79,057 73,960 50,758 11,277 215,052

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.

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 consolidated 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, same store sales and Adjusted EBITDA 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, 2026
Operating income (loss) 2,968 (9,201 ) (6,233 ) 3,024 (1,559 ) (3,073 ) (7,841 )
Adjustments:
Restructuring costs 35 231 266 225 368 859
Adjusted operating income (loss) 3,003 (8,970 ) (5,967 ) 3,249 (1,559 ) (2,705 ) (6,982 )
($000s) Cannabis<br>Retail Cannabis<br>Operations Cannabis<br>Total Liquor<br>Retail Investments Corporate Total
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Six months ended June 30, 2026
Operating income (loss) 4,084 (16,143 ) (12,059 ) (136 ) 479 (5,239 ) (16,955 )
Adjustments:
Restructuring costs 35 231 266 225 540 1,031
Adjusted operating income (loss) 4,119 (15,912 ) (11,793 ) 89 479 (4,699 ) (15,924 )
($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) (1) 4,183 (3,133 ) 1,050 6,709 1,833 (4,589 ) 5,003
Adjustments:
Restructuring costs 371 371 456 827
Adjusted operating income (loss) 4,183 (2,762 ) 1,421 6,709 1,833 (4,133 ) 5,830
  • In 2026, the Company began allocating applicable direct and indirect overhead costs from the corporate segment to each individual operating segment all categorized within general and administrative expenses. The Company has recast the comparative period to illustrate the impact of these allocations had they been done during the prior period. Refer to “Operating Segments” above for further details.
($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) (1) 5,510 (9,304 ) (3,794 ) 4,292 232 (7,780 ) (7,050 )
Adjustments:
Restructuring costs 570 570 583 1,153
Impairments triggered by restructuring 2,696 2,696 2,696
Adjusted operating income (loss) 5,510 (6,038 ) (528 ) 4,292 232 (7,197 ) (3,201 )
  • In 2026, the Company began allocating applicable direct and indirect overhead costs from the corporate segment to each individual operating segment all categorized within general and administrative expenses. The Company has recast the comparative period to illustrate the impact of these allocations had they been done during the prior period. Refer to “Operating Segments” above for further details.

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) 2026 2025 2026 2025
Change in cash and cash equivalents (30,196 ) (12,643 ) (56,893 ) (10,135 )
Adjustments:
Repurchase of common shares 23,496 33,071 15,031
Changes to long-term investments 29 3,774 6,660 (14,855 )
Acquisitions, net of cash acquired 1,000 2,900 1,000
Free cash flow (6,671 ) (7,869 ) (14,262 ) (8,959 )

All values are in US Dollars.

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.

ADJUSTED EBITDA

Adjusted EBITDA is a non-IFRS financial measure which the Company uses to evaluate its operating performance. Adjusted EBITDA provides information to investors, analysts, and others to aid in understanding and evaluating the Company’s operating results. The Company defines adjusted EBITDA as net earnings (loss) before inventory and biological assets fair value and impairment adjustments, share of (profit) loss of equity-accounted investees, depreciation and amortization, share-based compensation expense, restructuring costs, asset impairment, gain or loss on disposal of property, other expenses, net, income tax expense (recovery) and excluding non-recurring items including enterprise resource planning implementation costs and litigation settlements, net of recoveries.

Three months ended<br>June 30 Six months ended<br>June 30
(000s) 2026 2025 2026 2025
Net earnings (loss) (7,822 ) 2,885 (17,733 ) (11,822 )
Adjustments:
Inventory and biological assets fair value and impairment adjustments 1,506 (425 ) 3,136 (945 )
Share of loss (profit) of equity-accounted investees 2,351 (304 ) 1,850 4,153
Depreciation and amortization 12,631 12,920 25,486 26,148
Share-based compensation 2,650 2,919 3,266 4,307
Restructuring costs 859 827 1,031 1,153
Asset (reversal) impairment (2 ) (1,064 ) (180 ) 920
Loss (gain) on disposition of PP&E 195 (29 ) 155 (88 )
Other expenses, net 1,666 2,118 3,960 4,772
Income tax recovery (1,685 ) (3,182 )
Non-recurring items 177 (401 ) 564 (195 )
Adjusted EBITDA 12,526 19,446 18,353 28,403

All values are in US Dollars.

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.

OFF BALANCE SHEET ARRANGEMENTS

As at June 30, 2026, 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 following accounting standard was effective for annual periods beginning on or after January 1, 2026 and had a material impact on the Company’s consolidated financial statements:

Classification and Measurement of Financial Instruments — Amendments to IFRS 9 and IFRS 7

On January 1, 2026, the Company adopted the amendments to IFRS 9 and IFRS 7 using the prospective application. The amendments include the following:

  • Clarification on the date of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled through an electronic payment system.
  • Clarification and further guidance for assessing whether a financial asset meets the solely payments of principal and interest criterion.
  • New disclosure requirements for certain instruments without contractual terms that can change cash flows.
  • Updates to the disclosure required for equity instruments designated at fair value through other comprehensive income.

Impact on adoption

At June 30, 2026, there was a $8.4 million net reduction in cash and cash equivalents with an equivalent increase in accounts receivable, which is reflected in the statement of financial position and statement of cash flows. The Company estimated the impact to be approximately $12.1 million net reduction in cash and cash equivalents with an equivalent increase in accounts receivable, had the amendments been in effect for the annual period ending December 31, 2025.

There are new accounting standards, amendments to accounting standards and interpretations that are effective for annual periods beginning on or after January 1, 2027, discussed below, which have not been applied in preparing the consolidated financial statements for the three and six months ended June 30, 2026.

IFRS 18 Presentation and Disclosure in Financial Statements

IFRS 18 will replace IAS 1 Presentation of Financial Statements and applies for annual reporting periods beginning on or after January 1, 2027. The new accounting standard introduces the following key new requirements:

  • Entities are required to classify all income and expenses into five categories in the statement of profit or loss, namely the operating, investing, financing, discontinued operations and income tax categories. Entities are also required to present a newly-defined operating profit subtotal. Entities’ net profit will not change.
  • Management-defined performance measures are disclosed in a single note in the financial statements.
  • Enhanced guidance is provided on how to group information in the financial statements.

In addition, all entities are required to use the operating profit subtotal as the starting point for the statement of cash flows when presenting operating cash flows under the indirect method.

The Company is still in the process of assessing the impact of the new accounting standard, particularly with respect to the structure of the Company’s statement of profit or loss, the statement of cash flows and the additional disclosures required for management-defined performance measures.

Other accounting standards

The following new and amended accounting standards are not expected to have a material impact on the Company’s consolidated financial statements:

  • IFRS 19 Subsidiaries without Public Accountability: Disclosures

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 51-109 – 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, 2026. Based upon evaluation of the Company’s disclosure controls and procedures as of June 30, 2026, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of June 30, 2026.

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, 2025, for a discussion regarding our internal control over financial reporting and the remediation of a previously identified material weakness.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

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, 2026, 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 not proceeding with the Second Closing;

  • the anticipated benefits to the Company with respect to the 1CM Transaction;

  • the Company’s intentions with respect to the Cost Cannabis and T Cannabis brands and integration with SNDL;

  • the timing, and expectations related to the outcome, of the hearing for the rescheduling of marijuana in the U.S.

  • the impact of tariffs on the Company;

  • expectations with respect to the Company’s restructuring project;

  • expectations with respect to the Company’s joint venture interest in SunStream;

  • the timing and expectations related to the Company gaining direct control of Parallel’s medical cannabis operations in Florida;

  • 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:

  1. 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, 2026.

  2. 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: N/A

5.3 Limitation on scope of design: N/A

  1. 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, 2026 and ended on June 30, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: July 27, 2026

/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:

  1. 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, 2026.

  2. 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: N/A

5.3 Limitation on scope of design: N/A

  1. 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, 2026 and ended on June 30, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: July 27, 2026

/s/ Alberto Paredero Quiros

_______________________

Alberto Paredero Quiros

Chief Financial Officer