Exhibit 99.2


MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
This management discussion and analysis (“MD&A”) of the financial condition and results of operations of Cresco Labs Inc. (the “Company,” “Cresco Labs,” “we,” or “our”) is dated November 7, 2025 and has been prepared for the three and nine months ended September 30, 2025 and 2024. It is supplemental to, and should be read in conjunction with, the Company’s audited Consolidated Financial Statements and accompanying notes as of and for the years ended December 31, 2024 and 2023, which were previously filed on SEDAR+ and EDGAR, and the Company's unaudited condensed interim consolidated financial statements and accompanying notes as of and for the three and nine months ended September 30, 2025 and 2024. The Company’s financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). Financial information presented in this MD&A is presented in United States (“U.S.”) dollars (“USD” or “$”) unless otherwise indicated.
The Company has provided certain supplemental non-GAAP financial measures in this MD&A. Where the Company has provided such non-GAAP financial measures, we have also provided a reconciliation to the most comparable GAAP financial measure. Please see the information under the heading “Non-GAAP Financial Measures” for additional information on the Company’s use of non-GAAP financial measures.
This MD&A contains certain “forward-looking statements” and certain “forward-looking information” as defined under applicable U.S. securities laws and Canadian securities laws. Please refer to the discussion of forward-looking statements and information set out under the heading “Cautionary Statement Regarding Forward-Looking Information,” located at the beginning of the Company’s Annual Information Form for the year ended December 31, 2024, filed on SEDAR+ and EDGAR. As a result of many factors, the Company’s actual results may differ materially from those anticipated in these forward-looking statements and information. Please refer to the discussion of risks and uncertainties set out under the heading “Risk Factors,” located within the Company’s Annual Information Form for the year ended December 31, 2024, filed on SEDAR+ and EDGAR.
OVERVIEW OF THE COMPANY
Incorporated on July 6, 1990, in the Province of British Columbia, Cresco Labs (“the Company”) is licensed to grow, manufacture, and sell cannabis and cannabis-based products in several U.S. states. The Company’s headquarters is located at 600 W. Fulton Street, Suite 800, Chicago, IL 60661, and its registered office is at 666 Burrard Street, Suite 2500, Vancouver, BC V6C 2X8. As of September 30, 2025, the Company had approximately 2,900 employees.
Cresco Labs primarily engages in the cultivation of medical-grade cannabis, the production of cannabis-derived medical-grade products, and their distribution to consumers in legalized cannabis markets in the United States, whether for medical or adult-use. The Company strives to provide consumers with high-quality and consistent cannabis-based products, focusing on regulatory adherence while developing condition-specific cannabis strains and non-invasive delivery methods. These non-invasive delivery methods, which are alternatives to smoke inhalation, aim to deliver controlled-dosage medicinal cannabis relief to qualified patients and consumers in legalized cannabis markets in the United States.
As of November 7, 2025, the Company operates a total of seventy-one (71) dispensaries and thirteen (13) cultivation and production facilities across eight (8) states, where cannabis use, medical or both medical and adult-use, has been approved by state and local regulatory bodies. Of the states in which we operate, California, Illinois, Massachusetts, Michigan, New York, and Ohio have adult-use cannabis programs.
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As of November 7, 2025, the Company operates the following number of dispensaries, cultivation, and production facilities by state:
StateAdult-Use and Medical DispensariesAdult-Use DispensariesMedical DispensariesCultivation and Production Facilities
California— — — 1 
Florida— — 30 1 
Illinois5 5 — 3 
Massachusetts1
2 1 1 3 
Michigan— — — 1 
New York— — 3 1 
Ohio6 — — 1 
Pennsylvania— — 18 2 
Total13 6 52 13 
1The cultivation facility in Leicester, MA is currently closed.

The Company operates its dispensaries under the brand, Sunnyside*®1. Our Sunnyside* dispensaries are home for a judgement-free cannabis shopping experience, where all are welcome to explore, discover, and purchase a wide array of high-quality products. The Company's portfolio of owned cannabis consumer-packaged goods includes Cresco®1, High Supply®2, Mindy’sTM, Good News®2, RemediTM, Wonder Wellness Co.®2, and FloraCal® Farms2. The Company distributes and markets these products both to third-party licensed retail cannabis stores across the U.S. and to the Company’s owned retail stores.
The Company operates its business through its directly and indirectly owned subsidiaries that hold licenses and have entered into managed service agreements in the states in which they operate. For additional information on wholly-owned or effectively controlled subsidiaries and affiliates of Cresco Labs, refer to Note 2 “Summary of Significant Accounting Policies” under the heading “Basis of Consolidation” of the Company’s Unaudited Condensed Interim Consolidated Financial Statements for the three and nine months ended September 30, 2025 and 2024.


FEDERAL REGULATORY ENVIRONMENT
In accordance with the Canadian Securities Administrators Staff Notice 51-352 – Issuers with U.S. Marijuana-Related Activities (“Staff Notice 51-352”), information regarding the current U.S. federal regulatory environment is disclosed in the Company’s 2024 Annual MD&A filed on SEDAR+ and EDGAR under the heading “Federal Regulatory Environment,” which section is incorporated by reference herein. The Company will evaluate, monitor and reassess the disclosures contained herein, and incorporated by reference herein, and any related risks, on an ongoing basis and the same will be supplemented, amended, and communicated to investors in public filings, including in the event of government policy changes or the introduction of new or amended guidance, laws, or regulations regarding marijuana regulation.
THE STATES IN WHICH WE OPERATE, THEIR LEGAL FRAMEWORK AND HOW IT AFFECTS OUR BUSINESS
The Company currently derives a substantial portion of its revenues from the cannabis industry in certain U.S. states, which industry is illegal under U.S. federal law. As of November 7, 2025, the Company believes its operations are in material compliance with all applicable local laws, regulations, and licensing requirements in the states in which we operate.
In accordance with Staff Notice 51-352, information regarding the states that the Company operates in, their legal frameworks and how it affects the Company's business, is disclosed in the Company’s 2024 Annual MD&A filed on

2
1The Sunnyside*® (inclusive of the stand-alone asterisk mark) and Cresco® brands maintain federal trademark registrations for websites pertaining to medical cannabis and cannabis educational services, as well as multiple state trademark registrations.
2 The High Supply®, Good News®, Wonder Wellness Co.®, and FloraCal® Farms brands maintain federal trademark registrations for apparel and multiple state trademark registrations.


SEDAR+ and EDGAR under the heading, “The States in Which We Operate, Their Legal Framework and How It Affects Our Business,” which section is incorporated by reference herein.
For more information about risks related to the U.S. marijuana operations, refer to the discussion of risks and uncertainties set out under the heading “Risk Factors,” located within the Company’s Annual Information Form for the year ended December 31, 2024, filed on SEDAR+ and EDGAR. Additional information relating to the Company, including the Company’s Annual Information Form for the year ended December 31, 2024, is available on SEDAR+ at www.sedarplus.ca.
RECENT DEVELOPMENTS
On October 31, 2025, the Company completed the sale of its Sonoma’s Finest cultivation facility, which was classified as held for sale as of September 30, 2025. The Company received $2.1 million in proceeds from the sale comprised of $0.4 million of cash on closing along with a $1.7 million seller note with an 8% interest rate payable over an 18-month period.

On August 20, 2025, the Company commenced an offer for a one-time stock award exchange program (the “Award Exchange Program”) to certain employee option holders (“Eligible Participants”) who held certain underwater stock options and remained employed by the Company through the completion of the Award Exchange Program. Eligible Participants with an outstanding stock option that had an exercise price equal to or greater than $2.25 or 6.62 times the closing price on the expiration date of the Award Exchange Program of September 17, 2025 or with an outstanding stock option expiring before September 30, 2030, had the option to exchange their existing options for new RSUs (“New RSUs”) with a three-year vesting period. Eligible Participants had until September 17, 2025 to elect to exchange their existing stock options. Pursuant to the Award Exchange Program, 15 eligible participants elected to exchange 8.9 million stock options for 8.9 million New RSUs. The Award Exchange Program was subject to a shareholder vote at the Company’s Annual General and Special Meeting of shareholders held on September 16, 2025. The Award Exchange Program was approved as of the meeting. On September 17, 2025, the Company granted 8.9 million New RSUs pursuant to the terms of the Option Exchange Program and the Plan. Incremental expense of $5.6 million will be recognized over the three-year vesting period of the New RSUs.

On August 13, 2025, the Company closed a refinancing of the Company’s senior secured credit facility (“Senior Secured Term Loan”). The new $325 million senior secured term loan bears an interest rate of 12.5% per annum and matures on August 13, 2030. It replaces the Company’s prior $360 million facility, reducing total debt, extending the maturity to 2030, and providing enhanced flexibility to prepay up to $125 million at a reduced premium. Proceeds from the new facility, together with cash on hand, were used to repay in full the existing term loan. The facility contains no equity or convertible features and includes customary financial and operational covenants.

On June 13, 2025, the Company’s board of directors approved plans for the sale of its Cub City and Sonoma’s Finest cultivation facilities.

On March 10, 2025, the Company announced its management services agreement (“MSAs”) with a tier 3 cultivation license in Kentucky. The agreement entitles the Company to manage and operate a cultivation facility with up to 25,000 square feet of canopy, establishing the Company as one of only two operators of Kentucky’s coveted Tier 3 cultivation licenses. As of June 30, 2025, the Company has entered into three (3) MSAs with KSKYAPP, LLC, holder of a Kentucky cultivation license, BSRKYAPP, LLC, holder of a Kentucky dispensing license, and RSKYAPP, LLC, holder of a Kentucky processing license.

COMPONENTS OF OUR RESULTS OF OPERATIONS
Revenue
For the three months ended September 30, 2025 and 2024, approximately 64.2% and 65.5%, respectively, of our revenue was derived from Company-owned retail dispensary locations. Retail revenue includes medical and adult-
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use cannabis sales. Revenue from the wholesale of cannabis products represents the remaining 35.8% and 34.5%, respectively, for the same periods. For the nine months ended September 30, 2025 and 2024, approximately 66.2% and 64.6%, respectively, of our revenue was derived from Company-owned retail dispensary locations. Retail revenue includes medical and adult-use cannabis sales. Revenue from the wholesale of cannabis products represents the remaining 33.8% and 35.4%, respectively, for the same periods.

Gross profit
Gross profit is calculated as revenue less cost of goods sold (“COGS”). COGS includes the direct and indirect costs attributable to the cultivation and production of the products sold and is comprised of the following:

•Direct and indirect labor costs: Include all salaries, benefits, and taxes for all employees at the cultivation and manufacturing facilities.
•Direct supplies: Include direct material costs for maintenance of the plant, supplies and nutrients, production expenses including inventory purchases, packaging costs, and equipment used to process marijuana.
•Facility expenses: The facility expenses for the cultivation operations are the cost for the facility, utilities, property taxes, maintenance, and costs associated with monitoring the security systems.
•Other operating expenses: Include all costs associated with the facility itself, including insurance, community benefit fees, professional services related to licenses and compliance, uniforms, employee training programs, tracking and inventory management systems, product testing, business development, information technology, license renewal fees, and certain excise taxes.
In addition to market fluctuations, cannabis costs are affected by various state regulations that limit the sourcing and procurement of cannabis products. The changes in regulatory environments may create fluctuations in gross profit over comparative periods. Additionally, gross profit may include the cost of inventory required to be marked to fair value as part of purchase accounting in a business combination.
Selling, general, and administrative expenses (“SG&A”)
SG&A consist of employee salary and benefit costs, depreciation and amortization, professional and legal fees, advertising and marketing, office and retail operation costs, share-based compensation, certain excise taxes, technology, insurance, security, travel and entertainment, and rent expense. SG&A is a component of Total operating expenses as discussed in the “Selected Financial Information” section below.
For the three and nine months ended September 30, 2025 and 2024, SG&A was comprised of the following:
Three Months Ended September 30,Nine Months Ended September 30,
($ in thousands)2025202420252024
Salaries and benefits$31,282 $31,534 $98,465 $95,872 
Depreciation and amortization5,636 5,702 15,212 16,313 
Professional and legal fees3,163 4,835 11,094 13,947 
Occupancy and facility expenses6,958 7,131 20,862 21,806 
Selling and marketing expense2,861 3,157 7,996 7,465 
Share-based compensation1,891 2,202 5,998 8,670 
Office and general expense2,178 2,291 7,340 7,493 
Other expense5,198 7,923 15,091 18,656 
Total SG&A$59,167 $64,775 $182,058 $190,222 
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Other expense, net
Other expense, net consists mainly of recurring gains (losses) on investments, foreign currency, loss on provision for loan receivables, gain (loss) on disposition of assets, as well as ad hoc expenses, such as gain (loss) on lease termination, and loss on debt extinguishment. These gains (losses) do not generally correlate to revenue. Other expense, net is added to Interest expense, net, to sum to Total other expense, net discussed in the “Selected Financial Information” section below.

For the three and nine months ended September 30, 2025 and 2024, Other expense, net consisted of the following:
Three Months Ended September 30,Nine Months Ended September 30,
($ in thousands)2025202420252024
Tax receivable agreement expense$— $3 $194 $(60,667)
Loss on debt extinguishment(16,363)— (16,363)— 
Loss on disposal of assets(1,422)(182)(2,227)(658)
Gain (loss) on provision - loan receivable27 (127)(88)(262)
Gain (loss) on foreign currency227 (189)(415)230 
Loss on investments held at fair value(12)(13)(55)(78)
Other income, net4,181 503 5,073 2,778 
Other expense, net$(13,362)$(5)$(13,881)$(58,657)

Interest expense, net
Interest expense, net consists mainly of interest on notes and loans payable, financing activities, leases, accretion of debt discount and amortization of deferred financing fees, and interest income. Interest expense, net is included in Total other expense, net discussed in the “Selected Financial Information” section below.

For the three and nine months ended September 30, 2025 and 2024, Interest expense, net consisted of the following:

Three Months Ended September 30,Nine Months Ended September 30,
($ in thousands)2025202420252024
Interest expense – notes and loans payable$(10,354)$(9,711)$(30,288)$(28,922)
Interest expense – financing activities(2,809)(2,875)(8,478)(8,680)
Accretion of debt discount and amortization of deferred financing fees(943)(1,261)(3,413)(3,654)
Interest expense – leases(731)(786)(2,215)(2,374)
Interest (expense) income - deferred and contingent consideration(428)(1,167)62 (1,520)
Interest income699 771 2,385 2,265 
Other interest (expense) income
(1)13 (6)(15)
Interest expense, net$(14,567)$(15,016)$(41,953)$(42,900)
Income Taxes
The Company is classified for U.S. federal income tax purposes as a U.S. corporation under Section 7874 of the Internal Revenue Code (“IRC”). The Company is subject to income taxes in the jurisdictions in which it operates and, consequently, income tax expense is a function of the allocation of taxable income by jurisdiction and the various activities that impact the timing of taxable events. As the Company operates in the cannabis industry, the Company is subject to the limits of IRC Section 280E for U.S. federal income tax purposes as well as state income
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tax purposes. Under IRC Section 280E, the Company is only allowed to deduct expenses directly related to the cost of goods sold. This results in permanent differences between ordinary and necessary business expenses deemed non-allowable under IRC Section 280E.

However, beginning in 2024, the Company is taking an uncertain tax position that its operations are not subject to IRC Section 280E and therefore intends to deduct such expenses with a related uncertain tax liability offsetting such deductions.

Additionally, certain states including Arizona, California, Illinois, Maryland, Massachusetts, Michigan, Pennsylvania, and New York do not conform to IRC Section 280E and, accordingly, the Company generally deducts all operating expenses on its income tax returns in these states.

SELECTED FINANCIAL INFORMATION
The Company reports results of operations of its affiliates from the date that control commences, either through the purchase of the business, through a management agreement, or through other arrangements that grant such control. The following selected financial information includes only the results of operations after the Company established control of its affiliates. Accordingly, the information included below may not be representative of the results of operations if such affiliates had included their results of operations for the entire reporting period. For discussion of our fiscal 2024 results of operations and comparison with fiscal 2023 results of operations, please refer to “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” filed on SEDAR+ and EDGAR on March 14, 2025.

Summary of Unaudited Quarterly Results

($ in thousands)202520242023
Q3Q2Q1Q4Q3Q2Q1Q4
Revenues, net$164,913 $163,624 $165,757 $175,909 $179,783 $184,356 $184,295 $188,237 
Income from operations17,828 16,141 13,589 19,406 26,343 32,380 29,163 27,099 
Net (loss) income attributable to Cresco Labs Inc.(17,054)(16,334)(14,432)(4,372)(10,541)(54,332)(5,193)2,635 
Basic and Diluted EPS$(0.05)$(0.05)$(0.04)$(0.01)$(0.03)$(0.16)$(0.02)$0.01 

Results of Operations

Three Months Ended September 30, 2025 Compared to the Three Months Ended September 30, 2024

The following tables set forth selected consolidated financial information for the periods indicated that are derived from our Unaudited Condensed Interim Consolidated Financial Statements and the respective accompanying notes prepared in accordance with GAAP.

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The selected unaudited consolidated financial information set out below may not be indicative of the Company’s future performance:

Three Months Ended September 30,
($ in thousands)20252024$ Change% Change
Revenues, net$164,913 $179,783 $(14,870)(8.3)%
Cost of goods sold85,553 86,345 (792)(0.9)%
Gross profit79,360 93,438 (14,078)(15.1)%
Selling, general, and administrative59,167 64,775 (5,608)(8.7)%
Impairment loss2,365 2,320 45 1.9 %
Total operating expenses61,532 67,095 (5,563)(8.3)%
Total other expense, net(27,929)(15,021)(12,908)85.9 %
Income tax expense(11,867)(19,016)7,149 (37.6)%
Net loss1
$(21,968)$(7,694)$(14,274)185.5 %
1Net loss includes amounts attributable to non-controlling interests.

Revenues, net
Revenue for the three months ended September 30, 2025, decreased $14.9 million, or 8.3%, compared to the three months ended September 30, 2024. The decrease in revenue was primarily driven by price compression and increased competition in the Illinois, Florida, and Pennsylvania markets compared to the prior year period. The decrease was partially offset by retail growth in Ohio due to legalizing adult-use of cannabis compared to the prior year period.

COGS and Gross profit
COGS for the three months ended September 30, 2025, decreased $0.8 million, or 0.9%, compared to the three months ended September 30, 2024. The decrease was primarily attributable to decreased sales in Illinois offset by retail growth in Ohio legalizing audit-use of cannabis.

Gross profit decreased by $14.1 million, or 15.1%, for the three months ended September 30, 2025, compared to the three months ended September 30, 2024. The decrease in gross profit was primarily driven by lower sales in Illinois, Pennsylvania, and Florida offset by increased sales in Ohio. As a percentage of revenue, gross profit was 48.1% and 52.0% for the three months ended September 30, 2025 and September 30, 2024, respectively. The decrease in gross profit as a percentage of revenue was driven by lower sales from higher margin states from increased competition, and price compression.

Total operating expenses
Total operating expenses for the three months ended September 30, 2025, decreased $5.6 million, or 8.3% compared to the three months ended September 30, 2024. The decrease was primarily attributable to a reduction in SG&A which was driven by to a reduction in professional and legal fees and other expenses.

Total other expense, net
Total other expense, net for the three months ended September 30, 2025, increased $12.9 million, or 85.9%, compared to the three months ended September 30, 2024. The increase was primarily attributable to a $16.4 million loss on debt extinguishment recognized during the third quarter of 2025 as a result of the company retiring its Senior Loan, partially offset by a gain recognized on a fair value adjustment of an intangible asset.

Provision for income taxes

Income tax expense for the three months ended September 30, 2025, decreased $7.1 million, compared to the three months ended September 30, 2024. The decrease was primarily due to lesser gross profit and state tax benefits.
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Net loss
Net loss for the three months ended September 30, 2025, increased $14.3 million compared to the three months ended September 30, 2024. The change is primarily driven by the increase in other expense, net discussed above.

Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024

The following tables set forth selected consolidated financial information for the periods indicated that are derived from our Unaudited Condensed Interim Consolidated Financial Statements and the respective accompanying notes prepared in accordance with GAAP.

The selected consolidated financial information set out below may not be indicative of the Company’s future performance:
Nine Months Ended September 30,
($ in thousands)20252024$ Change% Change
Revenues, net$494,294 $548,434 $(54,140)(9.9)%
Costs of goods sold253,047 268,006 (14,959)(5.6)%
Gross profit241,247 280,428 (39,181)(14.0)%
Selling, general, and administrative182,058 190,222 (8,164)(4.3)%
Impairment loss11,630 2,320 9,310 401.3 %
Total operating expenses193,688 192,542 1,146 0.6 %
Total other expense, net(55,834)(101,557)45,723 (45.0)%
Income tax expense(42,820)(47,257)4,437 (9.4)%
Net loss1
$(51,095)$(60,928)$9,833 (16.1)%
1Net loss includes amounts attributable to non-controlling interests.
Revenues, net
Revenue for the nine months ended September 30, 2025, decreased $54.1 million, or 9.9%, compared to the nine months ended September 30, 2024. The decrease in revenue was primarily driven by increased competition, price compression, and price discounting in the Illinois, Pennsylvania, and Florida markets. This decrease was partially offset by retail growth in Ohio due to legalizing adult-use of cannabis.

COGS and Gross profit
COGS for the nine months ended September 30, 2025, decreased $15.0 million, or 5.6%, compared to the nine months ended September 30, 2024. The decrease was primarily attributable to lower sales in Illinois offset by retail growth in Ohio legalizing audit-use of cannabis.

Gross profit decreased by $39.2 million, or 14.0%, for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024. The decrease in gross profit was primarily driven by lower sales in Illinois, Pennsylvania, and Florida offset by offset by increased sales in Ohio. As a percentage of revenue, gross profit was 48.8% and 51.1% for the nine months ended September 30, 2025 and September 30, 2024, respectively. The decrease in gross profit as a percentage of revenue was driven by lower sales from higher margin states from increased competition, and price compression.

Total operating expenses
Total operating expenses for the nine months ended September 30, 2025, increased $1.1 million, or 0.6%, compared to the nine months ended September 30, 2024. The increase was primarily attributable to $11.6 million of impairment charges recorded during the nine months ended September 30, 2025 related to the Company’s plans to sell its Cub City and Sonoma’s Finest cultivation facilities in California. The increase was partially offset by a reduction in SG&A of $8.2 million, due to a decrease in share based compensation and professional and legal fees.

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Total other expense, net
Total other expense, net for the nine months ended September 30, 2025, decreased $45.7 million, or 45.0%, compared to the nine months ended September 30, 2024. The decrease was primarily attributable to an elevated tax receivable agreement expense in 2024 related to the Company’s IRC Section 280E position, offset by a $16.4 million loss on debt extinguishment recognized during the third quarter of 2025 as a result of the Company retiring its Senior Loan.

Provision for income taxes
Income tax expense for the nine months ended September 30, 2025, decreased $4.4 million, or 9.4%, compared to the nine months ended September 30, 2024. The decrease was primarily due to lesser gross profit and state tax benefits.

Net loss
Net loss for the nine months ended September 30, 2025, decreased $9.8 million compared to the nine months ended September 30, 2024. The decrease in net loss was primarily driven by the decrease in other expense, net discussed above. Partially offset by the reduction in gross profit discussed above.


NON-GAAP FINANCIAL MEASURES
Earnings before interest, taxes, depreciation, and amortization (“EBITDA”) and Adjusted EBITDA (defined below) are non-GAAP financial measures and do not have standardized definitions under GAAP and may not be comparable to similar measures presented by other issuers. The Company has provided the non-GAAP financial measures, which are not calculated or presented in accordance with GAAP, as supplemental information and in addition to the financial measures that are calculated and presented in accordance with GAAP. These supplemental non-GAAP financial measures are presented because management has evaluated the financial results both including and excluding the adjusted items and believe that the supplemental non-GAAP financial measures presented provide additional perspectives and insights when analyzing the core operating performance of the business. This provides useful information for investors, allowing them to gain a clearer understanding of the Company’s operating performance and make more informed investment decisions. These supplemental non-GAAP financial measures should not be considered superior to, as a substitute for, or as an alternative to and should only be considered in conjunction with, the GAAP financial measures presented herein. Accordingly, the Company has included below reconciliations of the supplemental non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP.

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Three Months Ended September 30,Nine Months Ended September 30,
($ in thousands)20252024$ Change
% Change2
20252024$ Change% Change
Net loss1
$(21,968)$(7,694)$(14,274)185.5 %$(51,095)$(60,928)$9,833 (16.1)%
Depreciation and amortization12,858 14,932 (2,074)(13.9)%37,953 45,192 (7,239)(16.0)%
Interest expense, net14,567 15,016 (449)(3.0)%41,953 42,900 (947)(2.2)%
Income tax expense11,867 19,016 (7,149)(37.6)%42,820 47,257 (4,437)(9.4)%
EBITDA (non-GAAP) $17,324 $41,270 $(23,946)(58.0)%$71,631 $74,421 $(2,790)(3.7)%
Other expense, net
13,362 5 13,357 nm13,881 58,657 (44,776)(76.3)%
Fair value mark-up for acquired inventory— 123 (123)100.0 %— 123 (123)100.0 %
Adjustments for acquisition and other non-core costs4,443 4,759 (316)(6.6)%12,192 12,358 (166)(1.3)%
Impairment loss2,365 2,320 45 1.9 %11,630 2,320 9,310 401.3 %
Share-based compensation2,311 2,791 (480)(17.2)%7,580 10,459 (2,879)(27.5)%
Adjusted EBITDA (non-GAAP)$39,805 $51,268 $(11,463)(22.4)%$116,914 $158,338 $(41,424)(26.2)%
1Net loss includes amounts attributable to non-controlling interests.
2Percentage changes shown as “nm” (not meaningful) are values greater than 399%.


Adjusted EBITDA, a non-GAAP financial measure, is defined as Net loss, excluding depreciation and amortization; interest expense, net; income taxes; Other expense, net; adjustments for acquisition and other non-core costs; and shares-based compensation. Non-core costs include non-operating costs, such as costs related to acquisitions and restructuring, unique legal expenses, and other expenses that are mostly one-time in nature. Adjusted EBITDA was $39.8 million for the three months ended September 30, 2025, compared to $51.3 million for the three months ended September 30, 2024. The decrease in adjusted EBITDA of $11.5 million is primarily due to a decrease in gross profit. Adjusted EBITDA was $116.9 million for the nine months ended September 30, 2025, compared to $158.3 million for the nine months ended September 30, 2024. The decrease in adjusted EBITDA of $41.4 million is primarily driven by a decrease in gross profit.

LIQUIDITY AND CAPITAL RESOURCES
Overview

Our primary sources of liquidity are cash and cash equivalents from the operations of our business, debt, and equity offerings. Our principal uses of cash include working capital related items, capital expenditures, debt, and tax related payments. Additionally, we may use cash for acquisitions and other investing or financing activities.

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As of September 30, 2025, the Company held $45.4 million in Cash and cash equivalents and $36.5 million in Restricted cash, included in both Restricted cash and Other non-current assets on the Unaudited Condensed Interim Consolidated Balance Sheets, compared to $137.6 million in Cash and Cash equivalents, and $6.7 million in Restricted cash at December 31, 2024.

The Company is generally able to access private and/or public financing through, but not limited to, institutional lenders, such as the agreement for the Senior Secured Term Loan of $325.0 million, which closed on August 13, 2025, that bears an interest rate of 12.5% and matures on August 13, 2030. This refinancing, along with existing cash on hand, was used to repay the Company’s prior facility of $360.0 million, reducing total debt. JDRC Ellenville, LLC (“Ellenville”), an indirect subsidiary of the Company, entered into a $25.3 million loan on September 26, 2023, secured by real estate and improvements thereto. In addition, the Company has received and has access to private loans through individual investors and private and public equity raises. As of September 30, 2025, the Company was in compliance with all covenants.

The Company expects cash on hand and cash flows from operations, along with the private and/or public financing options discussed above, will be adequate to meet capital requirements and operational needs for the next twelve months. We cannot guarantee this will be the case, or that our assumptions regarding revenues and expenses underlying this belief will be accurate. If, in the future, we require more liquidity than contemplated, we may need to raise additional funds through debt and/or equity offerings. Adequate funds may not be available when needed or may not be available on terms favorable to us. If additional funds are raised by issuing equity securities, dilution to existing shareholders may result. If we raise additional funds by obtaining loans from third parties, the terms of those financing arrangements may include negative covenants or other restrictions on our business that could impair our operational flexibility and would also require us to fund additional interest expense. If funding is insufficient at any time in the future, we may be unable to develop or enhance our products or services, take advantage of business opportunities, or respond to competitive pressures, any of which could have a material adverse effect on our business, financial condition, and results of operations.

Cash Flows

Operating Activities
Net cash provided by operating activities was $45.5 million for the nine months ended September 30, 2025, a decrease of $57.5 million compared to $103.0 million of net cash provided by operating activities during the nine months ended September 30, 2024. The $57.5 million decrease was primarily attributable to a reduction in our income taxes payable related to our updated position on 280E, an increase in interest payments due to an accelerated payment on interest in the third quarter of 2025, as well as improvements in working capital management, including a net benefit from improved collections of accounts receivables, partially offset by inventory buildup in certain states.

Investing Activities
Net cash used in investing activities was $27.5 million for the nine months ended September 30, 2025, an increase of $5.2 million compared to $22.2 million during the nine months ended September 30, 2024. The increase in net cash used in investing activities was primarily driven by an increase in capital expenditures, partially offset by a decrease in operating license intangibles expenditures, acquisition related considerations, and receipts from loans receivables.

Financing Activities
Net cash used in financing activities was $80.3 million for the nine months ended September 30, 2025, an increase of $50.9 million compared to $29.4 million for the nine months ended September 30, 2024. The increase was primarily driven by the refinancing of our Senior Loan, offset by the proceeds from our Senior Secured Term Loan as well as a decrease in distributions to non-controlling interest redeemable unit holders and other members due to our updated tax position on 280E.

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OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance sheet arrangements that have, or are reasonably likely to have a current or future effect on financial performance or financial condition, including without limitation, such considerations as liquidity and capital resources.

CONTRACTUAL OBLIGATIONS
The Company has the following contractual obligations as of September 30, 2025:

($ in thousands)< 1 Year1 to 3 Years3 to 5 Years> 5 YearsTotal
Accounts payable & Accrued liabilities$60,949 $— $— $— $60,949 
Deferred and contingent consideration, short-term3,901 — — — 3,901 
Operating leases liabilities30,478 60,128 71,543 103,306 265,455 
Finance lease liabilities5,121 10,372 9,593 10,026 35,112 
Deferred and contingent consideration, long-term— 5,772 — — 5,772 
Short-term borrowings and Long-term notes and loans payable20,822 29,345 364,457 85,685 500,309 
Tax receivable agreement liability6,508 10,748 11,301 50,592 79,149 
Other long-term liabilities— 1,000 — — 1,000 
Total obligations as of September 30, 2025
$127,779 $117,365 $456,894 $249,609 $951,647 

RELATED PARTY TRANSACTIONS
See Note 12 “Related Party Transactions” in the Unaudited Condensed Interim Consolidated Financial Statements for the Company’s disclosures on related party transactions.

FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT
The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board of Directors and Company management mitigate these risks by assessing, monitoring, and approving the Company’s risk management processes. See Note 14 “Financial Instruments and Financial Risk Management” in the Unaudited Condensed Interim Consolidated Financial Statements for the Company’s disclosures on financial instruments and financial risk management.

SUMMARY OF OUTSTANDING SHARE AND SHARE-BASED DATA
Cresco Labs has the following securities issued and outstanding, as of September 30, 2025:
Securities
Number of Shares
(in thousands)
Super Voting Shares500 
Subordinate Voting Shares1
340,487 
Proportionate Voting Shares2
16,634 
Special Subordinate Voting Shares3
2 
Redeemable Units4
87,299 
1Subordinate Voting Shares includes shares pending issuance or cancellation
2Proportionate Voting Shares presented on an “as-converted” basis to Subordinate Voting Shares (1-to-200)
3Special Subordinate Voting Shares presented on an “as-converted” basis to Subordinate Voting Shares (1-to-0.00001)
4 Redeemable units of Cresco Labs, LLC, each of which is exchangeable for one (1) Subordinate Voting Shares
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