GORENSTEIN MICHAEL RYAN 4

What Happened
Michael Ryan Gorenstein, Chairman, CEO and President of Cronos Group Inc. (CRON), converted 324,540 restricted stock units (RSUs) that vested on March 15, 2026. Of those shares, 127,706 were withheld to satisfy tax obligations at $2.50 per share, totaling $319,265, leaving him with 196,834 net shares delivered. The filing shows the conversion as a derivative exercise (code M) and the withholding as a tax payment (code F).

Key Details

• Transaction date: March 15, 2026; Form 4 filed March 17, 2026 (filed within the normal 2‑day window).
• Converted/vested: 324,540 RSUs -> 324,540 common shares (code M).
• Tax withholding: 127,706 shares withheld @ $2.50 = $319,265 (code F). Withheld ≈ 39.4% of the vested shares.
• Net shares issued to insider: 196,834 shares (324,540 − 127,706).
• Footnotes: F1 clarifies each RSU converts to one common share; F2 notes the RSUs were granted on March 15, 2023 (973,618 RSUs vesting in three equal annual installments).
• Filing timeliness: Not marked late; filed two days after the transaction.
• Shares owned after transaction: Not specified in the provided excerpt.

Context

• This was a scheduled RSU vesting and conversion, not an open-market sale. The withheld shares represent tax withholding (a common, routine action) rather than a discretionary sale for cash.
• Code guide: M = exercise/conversion of derivative (here, RSU vesting); F = payment of exercise price or tax liability (withholding).
• For retail investors: vesting conversions and tax-withholding dispositions are routine and do not necessarily signal the insider’s view on the company’s near-term prospects.