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6-K

SNDL Inc. (SNDL)

6-K 2026-04-29 For: 2026-04-28
View Original
Added on April 29, 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 April 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and File No. 333-286169) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.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: April 28, 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 Months Ended March 31, 2026
99.2 Management’s Discussion and Analysis for the Three Months Ended March 31, 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 months ended March 31, 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 March 31, 2026 December 31, 2025
Assets
Current assets
Cash and cash equivalents 213,404 252,243
Restricted cash 20,124 20,081
Marketable securities 139 84
Accounts receivable 29,059 27,643
Biological assets 6 2,969 3,120
Inventory 7 134,982 126,877
Prepaid expenses and deposits 15,158 15,566
Investments 12 362 484
Assets held for sale 746 746
Net investment in subleases 10 2,877 2,775
419,820 449,619
Non-current assets
Long-term deposits and receivables 2,508 4,526
Right of use assets 8 136,852 138,353
Property, plant and equipment 9 149,398 151,900
Net investment in subleases 10 11,244 11,643
Intangible assets 11 57,824 58,520
Investments 12 14,322 11,574
Equity-accounted investees 13 395,411 385,534
Goodwill 127,260 124,248
Total assets 1,314,639 1,335,917
Liabilities
Current liabilities
Accounts payable and accrued liabilities 51,799 56,747
Lease liabilities 14 34,990 35,462
86,789 92,209
Non-current liabilities
Lease liabilities 14 133,381 134,471
Other liabilities 6,925 8,041
Total liabilities 227,095 234,721
Shareholders’ equity
Share capital 15(b) 2,274,393 2,310,398
Warrants 306 306
Contributed surplus 53,089 54,038
Accumulated deficit (1,282,860 ) (1,302,441 )
Accumulated other comprehensive income ("AOCI") 42,616 38,895
Total shareholders’ equity 1,087,544 1,101,196
Total liabilities and shareholders’ equity 1,314,639 1,335,917

Commitments and contingencies (note 23)

See accompanying notes to the condensed consolidated interim financial statements.

SNDL Inc.

Condensed Consolidated Interim Statements of Loss and Comprehensive Loss

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

Three months ended<br>March 31
Note 2026 2025
Net revenue 17 195,906 204,914
Cost of sales 7 143,094 148,273
Gross profit 52,812 56,641
Investment income 18 1,537 2,856
Share of profit (loss) of equity-accounted investees 13 501 (4,457 )
General and administrative 46,607 46,359
Sales and marketing 4,009 3,767
Depreciation and amortization 8,9,11 12,855 13,228
Share-based compensation 16 616 1,388
Restructuring costs 172 326
Asset (reversal) impairment, net 8,9 (178 ) 1,984
Other income (81 )
Research and development 4 100
Gain on disposition of assets (40 ) (59 )
Operating loss (9,114 ) (12,053 )
Other expenses, net 19 (2,294 ) (2,654 )
Loss before income tax (11,408 ) (14,707 )
Income tax recovery 1,497
Net loss (9,911 ) (14,707 )
Equity-accounted investees - share of other comprehensive income (loss) 13 5,013 (348 )
Investments at fair value through other comprehensive income ("FVOCI") - change in fair value 12 (1,292 ) (5,230 )
Comprehensive loss (6,190 ) (20,285 )
Net loss per common share attributable to owners of the Company
Basic and diluted 21 $ (0.04 ) $ (0.06 )

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 (9,911 ) (9,911 )
Other comprehensive income (loss) 5,013 (1,292 ) 3,721
Share repurchases 15(b) (38,760 ) 29,492 (9,268 )
Share-based compensation 16 1,806 1,806
Employee awards exercised 2,755 (2,755 )
Balance at March 31, 2026 2,274,393 306 53,089 (1,282,860 ) 36,686 5,930 1,087,544
Balance at December 31, 2024 2,346,728 667 57,156 (1,323,965 ) 50,906 1,864 1,133,356
--- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Net loss (14,707 ) (14,707 )
Other comprehensive loss (348 ) (5,230 ) (5,578 )
Share repurchases (51,714 ) 36,383 (15,331 )
Share-based compensation 16 2,459 2,459
Employee awards exercised 93 (93 )
Balance at March 31, 2025 2,295,107 667 59,522 (1,302,289 ) 50,558 (3,366 ) 1,100,199

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>March 31
Note 2026 2025
Cash provided by (used in):
Operating activities
Net loss for the period (9,911 ) (14,707 )
Adjustments for:
Income tax recovery (1,497 )
Interest and fee income 18 (1,482 ) (2,856 )
Change in fair value of biological assets 6 (46 ) (1,447 )
Change in fair value of inventory sold 230 336
Share-based compensation 16 616 1,388
Depreciation and amortization 8,9,11 14,116 14,187
Gain on disposition of assets (40 ) (59 )
Inventory impairment and obsolescence 7 1,446 591
Finance costs, net 19 2,062 1,690
Change in estimate of fair value of derivative warrants (12 )
Unrealized foreign exchange (gain) loss (299 ) 13
Asset (reversal) impairment, net 8,9 (178 ) 1,984
Share of (profit) loss of equity-accounted investees 13 (501 ) 4,457
Unrealized gain on marketable securities 18 (206 )
Additions to marketable securities 151
Interest received 1,361 2,936
Exercise of cash-settled deferred share units 16(d) (474 )
Change in non-cash working capital 3,20 (1,867 ) (713 )
Net cash provided by operating activities 3,481 7,788
Investing activities
Additions to property, plant and equipment 9 (2,638 ) (1,588 )
Additions to investments 12 (4,032 ) (8,997 )
Principal payments from investments 12 116 26,907
Capital (contributions) distributions from equity-accounted investees 13 (2,866 ) 719
Proceeds from disposal of property, plant and equipment 43 113
Acquisitions 4 (2,900 )
Change in non-cash working capital 20 911 18
Net cash (used in) provided by investing activities (11,366 ) 17,172
Financing activities
Payments on lease liabilities, net 10,14 (10,056 ) (7,512 )
Repurchase of common shares 15(b) (9,575 ) (15,031 )
Change in non-cash working capital 20 819 91
Net cash used in financing activities (18,812 ) (22,452 )
Change in cash and cash equivalents (26,697 ) 2,508
Adjustment on initial application of amendments to IFRS 9 on January 1, 2026 (12,142 )
Cash and cash equivalents, beginning of period 252,243 218,359
Cash and cash equivalents, end of period 213,404 220,867

See accompanying notes to the condensed consolidated interim financial statements.

SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 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 three months ended March 31, 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 months ended March 31, 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 April 28, 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 March 31, 2026, there was a $5.7 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 is to be completed by way of an arrangement under the Business Corporations Act (Ontario). On June 16, 2025, 1CM announced the approval of the 1CM Transaction by 1CM shareholders. On June 18, 2025, 1CM announced that the Ontario Superior Court of Justice (Commercial List) approved the plan of arrangement involving SNDL.

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 have 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 has not been amended.

SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 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, 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”) will involve the purchase of the remaining 27 cannabis retail stores, each of which are located in Ontario. The purchase price for the Second Closing will be $27.2 million cash, subject to certain adjustments at the time of the Second Closing. In addition, the outside date for completion of the 1CM Transaction has been extended from December 31, 2025 to May 31, 2026. The previously paid $1.0 million cash deposit from April 2025 will be applied towards the purchase price in respect of the Second Closing, which is still pending regulatory approval.

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 March 31, 2026 the Company recorded revenues of $0.9 million and a net loss of $0.2 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.

  • 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.

SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2026

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

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 March 31, 2026
Total assets 206,508 211,380 417,888 319,076 410,095 167,580 1,314,639
Three months ended March 31, 2026
Net revenue (1) 77,345 29,432 (14,954 ) 91,823 104,083 195,906
Gross profit 20,352 5,802 26,154 26,658 52,812
Operating income (loss) 1,116 (6,942 ) (5,826 ) (3,160 ) 2,038 (2,166 ) (9,114 )
Earnings (loss) before income tax 554 (7,109 ) (6,555 ) (4,572 ) 2,038 (2,319 ) (11,408 )
  • The Company has eliminated $15.0 million for the three months ended March 31, 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.
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
Three months ended March 31, 2025
Net revenue (1) 77,540 34,319 (16,417 ) 95,442 109,472 204,914
Gross profit 19,627 9,211 28,838 27,803 56,641
Operating income (loss) (2) 1,327 (6,171 ) (4,844 ) (2,417 ) (1,601 ) (3,191 ) (12,053 )
Earnings (loss) before income tax (2) 774 (6,318 ) (5,544 ) (3,462 ) (1,601 ) (4,100 ) (14,707 )
  • The Company has eliminated $16.4 million for the three months ended March 31, 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 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 table presents the effect of the adjustments made to operating income (loss) and earnings (loss) before income tax for the periods indicated.

SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 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 March 31, 2025
Operating income (loss) as previously reported 5,162 (486 ) 4,676 1,980 (1,601 ) (17,108 ) (12,053 )
Adjustment to general and administrative expenses (3,835 ) (5,685 ) (9,520 ) (4,397 ) 13,917
Operating income (loss) as recast 1,327 (6,171 ) (4,844 ) (2,417 ) (1,601 ) (3,191 ) (12,053 )
Earnings (loss) before income tax as previously reported 4,609 (633 ) 3,976 935 (1,601 ) (18,017 ) (14,707 )
Adjustment to general and administrative expenses (3,835 ) (5,685 ) (9,520 ) (4,397 ) 13,917
Earnings (loss) before income tax as recast 774 (6,318 ) (5,544 ) (3,462 ) (1,601 ) (4,100 ) (14,707 )

Geographical disclosure

As at March 31, 2026, the Company had non-current assets related to credit investments in the United States of $395.4 million (December 31, 2025 – $385.5 million). For the three months ended March 31, 2026, share of profit of equity-accounted investees related to operations in the United States was a profit of $0.5 million (three months ended March 31, 2025 – loss of $4.5 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 March 31, 2026 December 31, 2025
Balance, beginning of year 3,120 1,187
Increase in biological assets due to capitalized costs 4,713 16,082
Net change in fair value of biological assets 46 2,322
Transferred to inventory upon harvest (4,910 ) (16,471 )
Balance, end of period 2,969 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 March 31, 2026, it is estimated that the Company’s biological assets will yield approximately 11,785 kilograms (December 31, 2025 – 12,189

SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2026

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

kilograms) of dry cannabis when harvested. During the three months ended March 31, 2026, the Company harvested 8,941 kilograms of dry cannabis (three months ended March 31, 2025 – 6,736 kilograms).

  • Inventory
As at March 31, 2026 December 31, 2025
Retail liquor 77,216 75,145
Retail cannabis 15,772 16,348
Harvested cannabis
Work-in-progress 2,902 2,203
Finished goods 5,434 4,342
Manufactured cannabis
Dried cannabis & biomass 5,397 2,270
Work in progress 13,871 12,577
Finished goods 5,566 5,600
Packaging supplies and consumables 8,824 8,392
134,982 126,877

During the three months ended March 31, 2026, inventories of $141.5 million were recognized in cost of sales as an expense (three months ended March 31, 2025 – $148.8 million).

During the three months ended March 31, 2026, the Company recognized inventory write downs of $1.4 million (three months ended March 31, 2025 – $0.6 million).

  • Right of use assets
Cost
Balance at December 31, 2025 270,591
Acquisition (note 4) 1,704
Additions 3,858
Renewals, remeasurements and dispositions 778
Balance at March 31, 2026 276,931
Accumulated depreciation and impairment
Balance at December 31, 2025 132,238
Depreciation 8,141
Impairment reversal (300 )
Balance at March 31, 2026 140,079
Net book value
Balance at December 31, 2025 138,353
Balance at March 31, 2026 136,852

For the three months ended March 31, 2026, renewals, remeasurements and dispositions of $0.8 million mainly related to lease renewals for which the Company reassessed likely terms.

For the three months ended March 31, 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 months ended March 31, 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 )

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

For the three months ended March 31, 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 )
  • 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 29 64 1,313 321 1,727
Transfers from CIP 785 26 (811 )
Dispositions
Balance at March 31, 2026 9,454 69,548 86,601 113,011 4,663 283,277
Accumulated depreciation and impairment
Balance at December 31, 2025 689 11,567 45,907 70,315 128,478
Depreciation 750 120 2,188 2,221 5,279
Impairment (recovery) 475 (277 ) (76 ) 122
Dispositions
Balance at March 31, 2026 1,439 12,162 47,818 72,460 133,879
Net book value
Balance at December 31, 2025 8,765 57,952 38,673 41,357 5,153 151,900
Balance at March 31, 2026 8,015 57,386 38,783 40,551 4,663 149,398

During the three months ended March 31, 2026, depreciation expense of $1.3 million was capitalized to biological assets and inventory (three months ended March 31, 2025 – $1.0 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 is 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 March 31, 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 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

SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2026

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

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 three months ended March 31, 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 )

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

For the three months ended March 31, 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 )
  • Net investment in subleases
March 31, 2026 December 31, 2025
Balance, beginning of year 14,418 18,186
Finance income 137 612
Rents recovered (payments made directly to landlords) (837 ) (3,342 )
Dispositions and remeasurements 403 (1,038 )
Balance, end of period 14,121 14,418
Current portion 2,877 2,775
Long-term 11,244 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 months ended March 31, 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 March 31, 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 43 308 224 121 696
Balance at March 31, 2026 35,835 5,872 3,589 851 46,147
Net book value
Balance at December 31, 2025 46,108 4,436 2,224 5,752 58,520
Balance at March 31, 2026 46,065 4,128 2,000 5,631 57,824
  • Investments
As at March 31, 2026 December 31, 2025
Investments at amortized cost 708 822
Investments at FVOCI 13,976 11,236
14,684 12,058
Current portion 362 484
Long-term 14,322 11,574

Investments at amortized cost

The Company has loans outstanding to franchise partners with a total balance of $0.7 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 three months ended March 31, 2026, the Company acquired an additional $4.0 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 $14.0 million as a Level 1 investment and the corresponding $1.3 million loss was recognized in other comprehensive income.

  • Equity-accounted investees
As at March 31, 2026 December 31, 2025
Interest in joint venture 395,411 385,534

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 months ended March 31, 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 earnings 501
Share of other comprehensive income (taxes at 23%) 6,510
Capital contributions 2,866
Balance at March 31, 2026 395,411

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 March 31, 2025
Current assets (including cash and cash equivalents - 2026: 0.2 million, 2025: 0.7 million) 3,174 2,058
Non-current assets 373,912 402,960
Current liabilities (10,088 ) (1,144 )
Net assets (liabilities) (100%) 366,998 403,874
Three months ended March 31 2025
Revenue (loss) 1,131 (3,874 )
Profit (loss) from operations 724 (4,245 )
Other comprehensive income (loss) 6,510 (348 )
Total comprehensive income (loss) 7,192 (4,539 )

All values are in US Dollars.

  • Lease Liabilities
March 31, 2026 December 31, 2025
Balance, beginning of year 169,933 152,273
Acquisition (note 4) 1,305
Additions 3,917 9,634
Lease payments (10,893 ) (42,587 )
Renewals, remeasurements and dispositions 1,132 42,790
Tenant inducement allowances received 804 303
Accretion expense 2,173 7,520
Balance, end of period 168,371 169,933
Current portion 34,990 35,462
Long-term 133,381 134,471

For the three months ended March 31, 2026, renewals, remeasurements and dispositions of $1.1 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 months ended March 31, 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 March 31, 2026:

March 31, 2026
Less than one year 43,711
One to three years 72,651
Three to five years 50,174
Thereafter 11,120
Minimum lease payments 177,656
  • 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
March 31, 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 repurchases (4,453,358 ) (38,760 ) (5,899,897 ) (52,688 )
Employee awards exercised 1,265,453 2,755 6,237,173 16,358
Balance, end of period 260,171,218 2,274,393 263,359,123 2,310,398

During the three months ended March 31, 2026, the Company purchased and cancelled 4.5 million common shares, pursuant to its repurchase program, at a weighted average price, excluding commissions, of $2.13 (US$1.56) per common share for a total cost of $9.6 million including commissions. Accumulated deficit was reduced by $29.5 million, representing the excess of the average carrying value of the common shares over their purchase price.

  • Share-based compensation

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

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

Three months ended<br>March 31
2026 2025
Equity-settled expense
Restricted share units (C) 1,806 2,459
Cash-settled (recovery) expense
Deferred share units (1) (D) (1,190 ) (1,071 )
616 1,388
  • 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.

SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2026

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

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 three months ended March 31, 2026:

Simple<br>warrants<br>outstanding Weighted<br>average<br>exercise price Performance<br>warrants<br>outstanding Weighted<br>average<br>exercise 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 March 31, 2026 16,000 $ 62.50 8,000 $ 75.00

The following table summarizes outstanding simple and performance warrants as at March 31, 2026:

Warrants exercisable
Range of exercise prices Weighted<br>average<br>exercise<br>price Weighted<br>average<br>contractual<br>life (years) Number of<br>warrants Weighted<br>average<br>exercise<br>price Weighted<br>average<br>contractual<br>life (years)
Simple warrants
62.50 - 93.75 16,000 $ 62.50 0.78 16,000 $ 62.50 0.78
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.

The following table summarizes changes in stock options during the three months ended March 31, 2026:

Stock options outstanding Weighted<br>average<br>exercise price
Balance at December 31, 2025 320,951 $ 11.86
Forfeited (236,853 ) 11.79
Balance at March 31, 2026 84,098 $ 12.05

SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2026

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

The following table summarizes outstanding stock options as at March 31, 2026:

Stock options exercisable
Exercise prices Weighted<br>average<br>contractual<br>life (years) Number of<br>options Weighted<br>average<br>contractual<br>life (years)
11.50 10,000 4.16 10,000 4.16
11.79 64,738 0.80 64,738 0.80
11.90 8,160 4.24 8,160 4.24
31.50 1,200 1.73 1,200 1.73
84,098 1.55 84,098 1.55

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 three months ended March 31, 2026:

RSUs<br>outstanding
Balance at December 31, 2025 6,855,023
Granted 3,699,608
Forfeited (599,755 )
Exercised (1,265,453 )
Balance at March 31, 2026 8,689,423

At March 31, 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 March 31, 2026, the Company recognized a liability of $6.5 million relating to the fair value of cash-settled DSUs (December 31, 2025 – $8.1 million) with $6.4 million (December 31, 2025 – $7.6 million) included as a non-current liability within other liabilities and $0.1 million (December 31, 2025 – $0.5 million) included as a current liability within accounts payable.

SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2026

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

The following table summarizes changes in DSUs during the three months ended March 31, 2026:

DSUs<br>outstanding
Balance at December 31, 2025 3,568,503
Granted 157,107
Exercised (217,602 )
Balance at March 31, 2026 3,508,008

At March 31, 2026, 3.51 million DSUs were vested (December 31, 2025 – 3.57 million) and 0.1 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>March 31
2026 2025
Liquor retail revenue
Retail 103,696 109,022
Proprietary licensing 387 450
Liquor retail revenue 104,083 109,472
Cannabis retail revenue
Retail 72,449 72,256
Proprietary licensing 3,865 4,077
Franchise 1,031 1,207
Cannabis retail revenue 77,345 77,540
Cannabis operations revenue
Provincial boards 32,577 34,855
Wholesale 7,586 11,483
Analytical testing and other 108 204
Intersegment eliminations (14,954 ) (16,417 )
Cannabis operations revenue 25,317 30,125
Gross revenue 206,745 217,137
Excise taxes (1) 10,839 12,223
Net revenue 195,906 204,914
  • Excise tax is only applicable to cannabis operations provincial board revenue.

SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2026

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

  • Investment income
Three months ended<br>March 31
2026 2025
Interest income from investments at amortized cost 14 1,373
Interest income from cash 1,468 1,483
Gain on marketable securities 55
1,537 2,856
  • Other (expenses) INCOME, NET
Three months ended<br>March 31
2026 2025
Finance (costs) income
Accretion on lease liabilities (2,173 ) (1,830 )
Financial guarantee liability recovery 12 14
Other finance costs (38 ) (41 )
Interest income 137 167
Total finance costs (2,062 ) (1,690 )
Change in fair value of derivative warrants 12
Transaction costs (341 ) (778 )
Foreign exchange loss 109 (198 )
(2,294 ) (2,654 )

SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2026

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

  • SUPPLEMENTAL CASH FLOW DISCLOSURES
Three months ended<br>March 31
2026 2025
Cash provided by (used in):
Accounts receivable 10,802 (1,591 )
Biological assets 197 (751 )
Inventory (9,374 ) (5,571 )
Prepaid expenses and deposits 321 5,979
Investments 27
Right of use assets (3,859 ) 6
Property, plant and equipment 911 (9 )
Accounts payable and accrued liabilities (3,856 ) 1,244
Lease liabilities 4,721 62
(137 ) (604 )
Changes in non-cash working capital relating to:
Operating (1,867 ) (713 )
Investing 911 18
Financing 819 91
(137 ) (604 )
  • Earnings (Loss) per share
Three months ended<br>March 31
2026 2025
Weighted average shares outstanding (000s)
Basic and diluted (1) 261,299 259,127
Net loss attributable to owners of the Company (9,911 ) (14,707 )
Per share - basic and diluted $ (0.04 ) $ (0.06 )
  • For the three months ended March 31, 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 8.7 million RSUs that were excluded from the calculation as the impact was anti-dilutive (three months ended March 31, 2025 – 118.4 thousand equity classified warrants, 50.0 thousand derivative warrants, 37.6 thousand simple warrants, 24.8 thousand performance warrants, 0.6 million stock options and 13.3 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 investments at amortized cost approximate their fair value as the fixed interest rates approximate market rates for comparable transactions.

SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2026

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

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

Fair value measurements using
March 31, 2026 Carrying<br>amount Level 1 Level 2 Level 3
Recurring measurements:
Financial assets
Marketable securities 139 139
Investments at FVOCI 13,976 13,976
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 March 31, 2026:

Less than<br>one year One to three<br>years Three to five<br>years Thereafter Total
Accounts payable and accrued liabilities 51,799 51,799
Financial guarantee liability 135 135
Loyalty liability 388 388
Balance, end of year 51,799 523 52,322
  • 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.

EX-99.2

EXHIBIT 99.2

img261646563_0.jpg

SNDL Inc.

Management’s Discussion and Analysis

For the three months ended March 31, 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 months ended March 31, 2026 is dated April 28, 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 months ended March 31, 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 5
LIQUOR RETAIL SEGMENT RESULTS 7
CANNABIS RETAIL SEGMENT RESULTS 8
CANNABIS OPERATIONS SEGMENT RESULTS 9
INVESTMENTS SEGMENT RESULTS 10
SELECTED QUARTERLY INFORMATION 10
LIQUIDITY AND CAPITAL RESOURCES 11
CONTRACTUAL COMMITMENTS AND CONTINGENCIES 14
NON-IFRS FINANCIAL MEASURES AND OTHER MEASURES 14
RELATED PARTIES 16
OFF BALANCE SHEET ARRANGEMENTS 16
CRITICAL ACCOUNTING ESTIMATES 16
NEW ACCOUNTING PRONOUNCEMENTS 17
RISK FACTORS 18
DISCLOSURE CONTROLS AND PROCEDURES 18
INTERNAL CONTROL OVER FINANCIAL REPORTING 18
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING 18
ABBREVIATIONS 18
FORWARD-LOOKING INFORMATION 19
ADDITIONAL INFORMATION 20

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

LEADERSHIP TRANSITION FOR CANNABIS SEGMENT

On March 30, 2026, the Company announced that Tyler Robson, President of Cannabis, had left the Company in order to pursue other opportunities. Ryan Hellard, the Company’s current Chief Strategy Officer, assumed the role of Interim President of Cannabis.

cannabis operations

The Company entered into a license and manufacturing agreement with Jeeter in September 2025 with an anticipated launch in Q2 2026. The first purchase orders came through in March 2026 with the official launch occurring in April 2026.

Jeeter is a fast growing brand in the pre-roll category known for their quad infused pre-rolls. Jeeter is based in California where they operate an 18,000 square foot facility to manufacture, fulfill, produce and distribute their product lineup.

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 in 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 is to be completed by way of an arrangement under the Business Corporations Act (Ontario). On June 16, 2025, 1CM announced the approval of the 1CM Transaction by 1CM shareholders. On June 18, 2025, 1CM announced that the Ontario Superior Court of Justice (Commercial List) approved the plan of arrangement involving SNDL.

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 have 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 has 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, 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”) will involve the purchase of the remaining 27 cannabis retail stores, each of which are located in Ontario. The purchase price for the Second Closing will be $27.2 million cash, subject to certain adjustments at the time of the Second Closing. In addition, the outside date for completion of the 1CM Transaction has been extended from December 31, 2025 to May 31, 2026. The previously paid $1.0 million cash deposit from April 2025 will be applied towards the purchase price in respect of the Second Closing, which is still pending regulatory approval.

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

OTHER DEVELOPMENTS

U.S. TARIFFS

In 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 three months ended March 31, 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 March 31, 2026, the Company purchased and cancelled 4.5 million common shares at a weighted average price, excluding commissions, of $2.13 (US$1.56) per common share for a total cost of $9.6 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) Q1 2026 Q1 2025 Change % Change
Financial Results
Net revenue 195,906 204,914 (9,008 ) -4 %
Cost of sales 143,094 148,273 (5,179 ) -3 %
Gross profit 52,812 56,641 (3,829 ) -7 %
Gross margin (1) 27.0 % 27.6 % -0.7 %
Operating loss (9,114 ) (12,053 ) 2,939 24 %
Adjusted operating loss (2) (8,942 ) (9,031 ) 89 1 %
Net loss attributable to owners of the Company (9,911 ) (14,707 ) 4,796 33 %
Per share, basic and diluted (0.04 ) (0.06 ) 0.02 33 %
Change in cash and cash equivalents (26,697 ) 2,508 (29,205 ) -1164 %
Free cash flow (2) (7,591 ) (1,090 ) (6,501 ) -596 %
Statement of Financial Position
Cash and cash equivalents 213,404 220,867 (7,463 ) -3 %
Inventory 134,982 132,899 2,083 2 %
Right of use assets 136,852 111,239 25,613 23 %
Property, plant and equipment 149,398 158,129 (8,731 ) -6 %
Total assets 1,314,639 1,312,273 2,366 0 %
  • 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>March 31
($000s) 2026 2025
Salaries and wages 28,661 28,430
Consulting fees 1,732 2,082
Office and general 11,877 12,152
Professional fees 1,993 1,504
Merchant processing fees 1,522 1,468
Director fees 222 241
Other 600 482
46,607 46,359

General and administrative expenses for the three months ended March 31, 2026 were $46.6 million compared to $46.4 million for the three months ended March 31, 2025. The increase of $0.2 million was mainly due to increases in professional fees and salaries and wages, partially offset by decreases in consulting fees and office and general expenses. The increase in professional fees was due to higher legal and accounting expenses. The increase in salaries and wages was due to severance costs recognized in the current period, partially offset by continued optimization of corporate overheads. Office and general expenses decreased due to less spending on office supplies and repairs and maintenance costs.

Share-based compensation

Three months ended<br>March 31
($000s) 2026 2025
Equity-settled expense
Restricted share units 1,806 2,459
Cash-settled expense
Deferred share units (1,190 ) (1,071 )
616 1,388

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 March 31, 2026 was $0.6 million compared to $1.4 million for the three months ended March 31, 2025. The decrease of $0.8 million was due to a decrease in RSU expense and a minor decrease 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.

Operating loss

Three months ended<br>March 31
($000s) 2026 2025
Operating loss (9,114 ) (12,053 )

Operating loss for the three months ended March 31, 2026 was $9.1 million compared to $12.1 million for the three months ended March 31, 2025. The decrease in operating loss of $3.0 million was due to an increase in share of profit of equity-accounted investees ($5.0 million) and decreases in share-based compensation expense ($0.8 million) and asset impairment ($2.2 million), partially offset by a decrease in gross profit ($3.8 million) and investment income ($1.4 million). The changes noted above are discussed in more detail throughout the relevant consolidated and segment results sections.

Net loss

Three months ended<br>March 31
($000s) 2026 2025
Net loss (9,911 ) (14,707 )

Net loss for the three months ended March 31, 2026 was $9.9 million compared to $14.7 million for the three months ended March 31, 2025. The decrease in net loss of $4.8 million was largely due to an increase in share of profit of equity-accounted investees ($5.0 million) and income tax recovery ($1.5 million) and decreases in share-based compensation expense ($0.8 million) and asset impairment ($2.2 million), partially offset by a decrease in gross profit ($3.8 million) and investment income ($1.4 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 March 31, 2026
Total assets 206,508 211,380 417,888 319,076 410,095 167,580 1,314,639
Three months ended March 31, 2026
Net revenue (1) 77,345 29,432 (14,954 ) 91,823 104,083 195,906
Gross profit 20,352 5,802 26,154 26,658 52,812
Operating income (loss) 1,116 (6,942 ) (5,826 ) (3,160 ) 2,038 (2,166 ) (9,114 )
Adjusted operating income (loss) (2) 1,116 (6,942 ) (5,826 ) (3,160 ) 2,038 (1,994 ) (8,942 )
  • The Company has eliminated $15.0 million for the three months ended March 31, 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
Three months ended March 31, 2025
Net revenue (1) 77,540 34,319 (16,417 ) 95,442 109,472 204,914
Gross profit 19,627 9,211 28,838 27,803 56,641
Operating income (loss) (2) 1,327 (6,171 ) (4,844 ) (2,417 ) (1,601 ) (3,191 ) (12,053 )
Adjusted operating income (loss) (2)(3) 1,327 (3,276 ) (1,949 ) (2,417 ) (1,601 ) (3,064 ) (9,031 )
  • The Company has eliminated $16.4 million for the three months ended March 31, 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 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 table presents 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
Three months ended March 31, 2025
Operating income (loss) as previously reported 5,162 (486 ) 4,676 1,980 (1,601 ) (17,108 ) (12,053 )
Adjustment to general and administrative expenses (3,835 ) (5,685 ) (9,520 ) (4,397 ) 13,917
Operating income (loss) as recast 1,327 (6,171 ) (4,844 ) (2,417 ) (1,601 ) (3,191 ) (12,053 )
Adjusted operating income (loss) as previously reported 5,162 2,409 7,571 1,980 (1,601 ) (16,981 ) (9,031 )
Adjustment to general and administrative expenses (3,835 ) (5,685 ) (9,520 ) (4,397 ) 13,917
Adjusted operating income (loss) as recast 1,327 (3,276 ) (1,949 ) (2,417 ) (1,601 ) (3,064 ) (9,031 )

LIQUOR RETAIL SEGMENT RESULTS

Operating income (loss)

Three months ended<br>March 31
($000s) 2026 2025
As Previously Reported Adjustment (2) As Recast
Net revenue 104,083 109,472 109,472
Cost of sales 77,425 81,669 81,669
Gross profit 26,658 27,803 27,803
Gross margin (1) 25.6 % 25.4 % 25.4 %
General and administrative 21,013 16,992 4,397 21,389
Sales and marketing 1,227 775 775
Depreciation and amortization 7,738 8,098 8,098
Share-based compensation 92
Asset impairment (reversal) (171 )
Other income (81 )
(Gain) loss on disposition of assets (42 ) (42 )
Operating income (loss) (3,160 ) 1,980 (4,397 ) (2,417 )
  • 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 March 31, 2026 was $104.1 million compared to $109.5 million for the three months ended March 31, 2025. The decrease of $5.4 million was due to lower customer traffic reflecting declining market trends.

Cost of sales for the three months ended March 31, 2026 was $77.4 million compared to $81.7 million for the three months ended March 31, 2025. The decrease of $4.3 million was due to an overall decrease in sales as noted above.

Gross profit for the three months ended March 31, 2026 was $26.7 million (25.6%) compared to $27.8 million (25.4%) for the three months ended March 31, 2025. The decrease of $1.1 million was partly due to a reduction in net revenue and cost of sales noted above, partially offset by a continued focus on private label portfolio, pricing strategies and optimizing product discounts.

The increase in sales and marketing expense for the three months ended March 31, 2026 were mainly caused by new store marketing expenses.

During the three months ended March 31, 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 three months ended March 31, 2025, no impairments or impairment reversals were recorded.

At April 28, 2026, the Ace Liquor store count was 133, the Liquor Depot store count was 19 and the Wine and Beyond store count was 15.

CANNABIS RETAIL SEGMENT RESULTS

Operating income (loss)

Three months ended<br>March 31
($000s) 2026 2025
As Previously Reported Adjustment (2) As Recast
Net revenue 77,345 77,540 77,540
Cost of sales 56,993 57,913 57,913
Gross profit 20,352 19,627 19,627
Gross margin (1) 26.3 % 25.3 % 25.3 %
General and administrative 15,214 11,260 3,835 15,095
Sales and marketing 261 253 253
Depreciation and amortization 4,230 3,700 3,700
Share-based compensation 39
Asset (reversal) impairment (482 ) (731 ) (731 )
Loss on disposition of assets (26 ) (17 ) (17 )
Operating income (loss) 1,116 5,162 (3,835 ) 1,327
  • 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 March 31, 2026 was $77.3 million compared to $77.5 million for the three months ended March 31, 2025. The decrease of $0.2 million is mainly attributable to decreases in franchise revenue and proprietary licensing revenue, partially offset by a minor increase in retail sales.

Cost of sales for the three months ended March 31, 2026 was $57.0 million compared to $57.9 million for the three months ended March 31, 2025. The decrease of $0.9 million was due to a change in product mix from changing consumer preferences.

Gross profit for the three months ended March 31, 2026 was $20.4 million (26.3%) compared to $19.6 million (25.3%) for the three months ended March 31, 2025. The increase of $0.8 million was due to a change in product mix from changing consumer preferences.

The increase in general and administrative expenses for the three months ended March 31, 2026 was mainly due to severance costs, partially offset by continued optimization of corporate overheads.

During the three months ended March 31, 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 three months ended March 31, 2025, the Company recorded impairment reversals on right of use assets of $0.5 million and property, plant and equipment of $0.3 million due to improved store level operating results.

At April 28, 2026, the Spiritleaf store count was 61 (4 corporate stores and 57 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>March 31
($000s) 2026 2025
As Previously Reported Adjustment (2) As Recast
Net revenue 29,432 34,319 34,319
Cost of sales 23,630 25,108 25,108
Gross profit 5,802 9,211 9,211
Gross margin (1) 19.7 % 26.8 % 26.8 %
General and administrative 9,302 3,524 5,685 9,209
Sales and marketing 2,377 2,406 2,406
Depreciation and amortization 351 753 753
Share-based compensation 232
Restructuring costs 199 199
Asset impairment 475 2,715 2,715
Research and development 4 100 100
(Gain) loss on disposition of assets 3
Operating income (loss) (6,942 ) (486 ) (5,685 ) (6,171 )
  • 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 March 31, 2026 was $29.4 million compared to $34.3 million for the three months ended March 31, 2025. The decrease of $4.9 million was mainly due to decreases in sales to provincial boards and wholesale sales.

Cost of sales for the three months ended March 31, 2026 were $23.6 million compared to $25.1 million for the three months ended March 31, 2025. The decrease of $1.5 million was mainly due to the decrease in net revenue noted above, partially offset by an increase in inventory obsolescence of $0.9 million.

Gross profit for the three months ended March 31, 2026 was $5.8 million (19.7%) compared to $9.2 million (26.8%) for the three months ended March 31, 2025. The decrease of $3.4 million was due to the decrease in net revenue and cost of sales noted above and an increase in inventory obsolescence.

The increase in general and administrative expenses for the three months ended March 31, 2026 was mainly due to severance costs, partially offset by continued optimization of corporate overheads.

During the three months ended March 31, 2026, the Company recorded impairments on property, plant and equipment of $0.5 million due to slow moving market conditions. During the three months ended March 31, 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.

INVESTMENTS SEGMENT RESULTS

Operating income (loss)

Three months ended<br>March 31
($000s) 2026 2025
Investment income 1,537 2,856
Share of profit (loss) of equity-accounted investees 501 (4,457 )
Operating income (loss) 2,038 (1,601 )

Investment income for the three months ended March 31, 2026 was $1.5 million compared to $2.9 million for the three months ended March 31, 2025. The decrease of $1.4 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.

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

Share of profit of equity-accounted investees for the three months ended March 31, 2026 was $0.5 million compared to loss of $4.5 million for the three months ended March 31, 2025. The increase of $5.0 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) Q1 Q4 Q3 Q2 Q1 Q4 Q3 Q2
Net revenue 195,906 252,499 244,219 244,769 204,914 257,679 236,892 228,127
Gross profit 52,812 70,229 64,177 67,601 56,641 68,799 62,968 58,164
Investment income 1,537 1,652 1,777 1,529 2,856 2,734 5,577 3,204
Net earnings (loss) attributable to owners of the Company (1) (9,911 ) 9,367 (13,319 ) 2,885 (14,707 ) (67,142 ) (19,328 ) (5,772 )
Per share, basic and diluted (1) (0.04 ) 0.04 (0.05 ) 0.01 (0.06 ) (0.25 ) (0.07 ) (0.02 )
  • 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;

  • Acquisitions of Lightbox Enterprises Ltd. and 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) March 31, 2026 December 31, 2025
Cash and cash equivalents 213,404 252,243

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 March 31, 2026, the Company had no outstanding bank debt or other debt.

Equity

As at March 31, 2026, the Company had the following share capital instruments outstanding:

(000s) March 31, 2026 December 31, 2025
Common shares 260,171 263,359
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 8,689 6,855
  • 54,400 warrants were exercisable as at March 31, 2026.
  • 16,000 simple warrants were exercisable as at March 31, 2026.
  • No performance warrants were exercisable as at March 31, 2026.
  • 84,098 stock options were exercisable as at March 31, 2026.

The number of common shares outstanding changed during the three months ended March 31, 2026 in connection with the following transactions:

  • Pursuant to the Company’s share repurchase program, the Company purchased and cancelled 4.5 million common shares at a weighted average price, excluding commissions, of $2.13 (US$1.56) per common share for a total cost of $9.6 million including commissions; and
  • The Company issued 1.3 million common shares in connection with the vesting of RSUs under its long term incentive plan.

As at April 28, 2026, a total of 260.3 million common shares were outstanding.

Cash Flow Summary

Three months ended<br>March 31
($000s) 2026 2025
Cash provided by (used in):
Operating activities 3,481 7,788
Investing activities (11,366 ) 17,172
Financing activities (18,812 ) (22,452 )
Change in cash and cash equivalents (26,697 ) 2,508

Cash Flow – Operating Activities

Net cash provided by operating activities was $3.5 million for the three months ended March 31, 2026 compared to $7.8 million provided by operating activities for the three months ended March 31, 2025. The decrease of $4.3 million was due to a decrease in net loss and adjustments for non-cash items and unfavourable changes in working capital which resulted in cash outflows during the 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 $11.4 million for the three months ended March 31, 2026 compared to $17.2 million provided by investing activities for the three months ended March 31, 2025. The decrease of $28.6 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 $18.8 million for the three months ended March 31, 2026 compared to $22.5 million used in financing activities for the three months ended March 31, 2025. The decrease of $3.7 million was largely due to a decrease in common shares repurchased, partially offset by an increase in lease payments.

Free cash flow

Three months ended<br>March 31
($000s) 2026 2025
Free cash flow (7,591 ) (1,090 )

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

Free cash flow was negative $7.6 million for the three months ended March 31, 2026 compared to negative $1.1 million for the three months ended March 31, 2025. The decrease of $6.5 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. 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 profit 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 March 31, 2026.

($000s) Less than<br>one year One to three<br>years Three to five<br>years Thereafter Total
Accounts payable and accrued liabilities 51,799 51,799
Lease liabilities 43,711 72,651 50,174 11,120 177,656
Financial guarantee liability 135 135
Loyalty liability 388 388
Total 95,510 73,174 50,174 11,120 229,978

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 March 31, 2026
Operating income (loss) 1,116 (6,942 ) (5,826 ) (3,160 ) 2,038 (2,166 ) (9,114 )
Adjustments:
Restructuring costs 172 172
Adjusted operating income (loss) 1,116 (6,942 ) (5,826 ) (3,160 ) 2,038 (1,994 ) (8,942 )
($000s) Cannabis<br>Retail Cannabis<br>Operations Cannabis<br>Total Liquor<br>Retail Investments Corporate Total
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Three months ended March 31, 2025
Operating income (loss) (1) 1,327 (6,171 ) (4,844 ) (2,417 ) (1,601 ) (3,191 ) (12,053 )
Adjustments:
Restructuring costs 199 199 127 326
Impairments triggered by restructuring 2,696 2,696 2,696
Adjusted operating income (loss) 1,327 (3,276 ) (1,949 ) (2,417 ) (1,601 ) (3,064 ) (9,031 )
  • 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>March 31
($000s) 2026 2025
Change in cash and cash equivalents (26,697 ) 2,508
Adjustments:
Repurchase of common shares 9,575 15,031
Changes to long-term investments 6,631 (18,629 )
Acquisitions, net of cash acquired 2,900
Free cash flow (7,591 ) (1,090 )

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 (gain) 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 (“ERP”) implementation costs and litigation settlements, net of recoveries.

Three months ended<br>March 31
($000s) 2026 2025
Net earnings (loss) (9,911 ) (14,707 )
Adjustments:
Inventory and biological assets fair value and impairment adjustments 1,630 (520 )
Share of (gain) loss of equity-accounted investees (501 ) 4,457
Depreciation and amortization 12,855 13,228
Share-based compensation 616 1,388
Restructuring costs 172 326
Asset impairment (178 ) 1,984
Gain on disposition of PP&E (40 ) (59 )
Other expenses, net 2,294 2,654
Income tax recovery (1,497 )
Non-recurring items 387 206
Adjusted EBITDA 5,827 8,957

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 March 31, 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 March 31, 2026, there was a $5.7 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 months ended March 31, 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 – 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 March 31, 2026. Based upon evaluation of the Company’s disclosure controls and procedures as of March 31, 2026, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of March 31, 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 March 31, 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 the 1CM Transaction, including the satisfaction of certain regulatory approvals and the anticipated timing of 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 impact of tariffs on the Company;
  • the expected benefits of the CSE listing;
  • expectations with respect to the Company’s restructuring project;
  • expectations with respect to the Company’s joint venture interest in SunStream;
  • the impact of consolidating cannabis segments;
  • the Company’s share repurchase program;
  • the Company’s ability to adjust its capital resources;
  • the Company’s liquidity needs, including its ability to source its liquidity requirements;
  • the sufficiency of the Company’s capital resources;
  • risks associated with financial instruments and the methods by which the Company manages such risks;
  • expectations with respect to various contingencies, including the impact of such on the Company’s financial statements;
  • the impact of changes to critical accounting estimates and new accounting pronouncements; and
  • expectations with respect to remediation measures to control deficiencies.

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

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

  • the Company’s ability to implement its operational and liquidity strategies as well as its strategic initiatives;

  • the Company’s competitive advantages;

  • the impact of competition;

  • the changes and trends in the cannabis cultivation and retail, and the liquor retail industry;

  • changes in laws, rules and regulations;

  • the Company’s ability to maintain and renew required licences;

  • the Company’s ability to maintain good business relationships with its customers, distributors and other strategic partners;

  • the Company’s ability to keep pace with changing consumer preferences;

  • the Company’s ability to protect its intellectual property;

  • the Company’s ability to identify, finance and consummate acquisitions on attractive terms, integrate acquired companies and to realize the benefits of such acquisitions, including The Valens Company Inc. and the 1CM stores;

  • the Company’s ability to retain key personnel;

  • the Company’s ability to efficiently deploy capital and achieve its expected and desired returns on such investments;

  • the Company’s ability to maintain and keep its public listing on the Nasdaq and the CSE and the liquidity of the trading of its common shares on a publicly listed stock exchange;

  • the Company’s ability to open new retail locations and attract a sufficient number of qualified franchisees; and

  • the absence of material adverse changes in the Company’s industry or the global economy, including as a result of global economic downturns.

These forward-looking statements are based on current expectations, estimates, forecasts and projections about the Company’s business and the industry in which it operates and management’s beliefs and assumptions and are not guarantees of future performance or development and involve known and unknown risks, uncertainties and other factors that are in some cases beyond its control. As a result, any or all of the forward-looking information in this MD&A may turn out to be inaccurate. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under the section titled “Risk Factors” in the AIF and otherwise described in this MD&A. Readers of this MD&A are urged to consider these factors carefully in evaluating the forward-looking statements. These forward-looking statements speak only as of the date of this MD&A and, except as required by applicable law, the Company assumes no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future. You should, however, review the factors and risks we describe in the reports we will file from time to time with applicable securities regulators, including the Canadian securities regulators and the U.S. Securities and Exchange Commission (the “SEC”), after the date of this MD&A.

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

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

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

ADDITIONAL INFORMATION

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

EX-99.3

EXHIBIT 99.3

Form 52-109F2

Certification of Interim Filings

Full Certificate

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

  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 March 31, 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: The issuer has disclosed in its interim MD&A for each material weakness relating to design existing at the end of the interim period

(a) a description of the material weakness;

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

(c) the issuer’s current plans, if any, or any actions already undertaken, for remediating the material weakness.

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 March 31, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: April 28, 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 March 31, 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: The issuer has disclosed in its interim MD&A for each material weakness relating to design existing at the end of the interim period

(a) a description of the material weakness;

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

(c) the issuer’s current plans, if any, or any actions already undertaken, for remediating the material weakness.

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 March 31, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: April 28, 2026

/s/ Alberto Paredero Quiros

_______________________

Alberto Paredero Quiros

Chief Financial Officer