CB/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO/A

(Amendment No. 1)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934

Cresco Labs Inc.

(Name of Subject Company (Issuer))

Cresco Labs Inc., as Issuer and Offeror

(Name of Filing Persons (Identifying status as offeror, issuer, or other person))

Options to purchase subordinate voting shares, no par value per share
(Title of Class of Securities)

CA22587M1068 for the subordinate voting shares
(CUSIP Number of Class of Securities)

John Schetz
Cresco Labs Inc.
600 West Fulton Street, Suite 800
Chicago, IL 60661
(312) 929-0993

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

Copy to:

 Heidi Steele
McDermott Will & Emery LLP
444 West Lake Street, Suite 4000
Chicago, IL 60606
(312) 372-2000

☐    Check the box if filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☐    third-party tender offer subject to Rule 14d-1.

☒    issuer tender offer subject to Rule 13e-4.

☐    going-private transaction subject to Rule 13e-3.

☐    amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐    Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

☐    Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This Amendment to the Tender Offer Statement on Schedule TO (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 9, 2023 (as amended, the “Schedule TO”), by Cresco Labs Inc., a corporation organized under the laws of the Province of British Columbia (the “Company”), relating to the offer by the Company to certain optionholders to exchange certain outstanding options to purchase the Company’s subordinate voting shares for new options to purchase the Company’s subordinate voting shares. This Amendment is made solely to amend and supplement Item 12 of the Schedule TO as more specifically described below. The information in the Schedule TO, including all schedules and annexes to the Schedule TO that were previously filed with the Schedule TO, is incorporated herein by reference to answer the items required in this Amendment. Except as specifically set forth herein, this Amendment does not modify any of the information previously reported on the Schedule TO. You should read this Amendment together with the Schedule TO.

ITEM 12.     Exhibits.

Item 12 of the Schedule TO is amended and supplemented by (i) replacing the Presentation and Accompanying Script for Presentation filed as Exhibits (a)(1)(G) and (a)(1)(H), respectively, with updated versions of those documents, (ii) adding a hyperlink to the filing incorporated by reference in Exhibit (d)(1), and (iii) adding Exhibit 107 which was inadvertently omitted with the initial filing.

Exhibit Number	Description
(a)(1)(G)	Presentation, dated April 12, 2024
(a)(1)(H)	Accompanying Script for Presentation, dated April 12, 2024
(d)(1)	Cresco Labs Inc. 2018 Long-Term Incentive Plan (incorporated by reference to Exhibit 99.1 of the Company’s Registration Statement on Form S-8 (SEC File No. 333-253670) filed with the SEC on March 1, 2023)
107	Filing fee table

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Cresco Labs Inc.
By:	/s/Charles Bachtell
	Name:	Charles Bachtell
	Title:	Chief Executive Officer

Date: April 12, 2024

EX-99

Exhibit 107_FILING FEE

CALCULATION OF FILING FEE TABLES

Table 1 – Transaction Valuation

(U.S. $)	Transaction Valuation(1)	Fee Rate	Amount of Filing Fee(2)
Fees to Be Paid	$6,530,908	0.00014760	$963.97
Fees Previously Paid	—		—
Total Transaction Valuation	$6,530,908
Total Fees Due for Filing			$963.97
Total Fees Previously Paid			—
Total Fee Offsets			—
Net Fee Due			$963.97

(1) Estimated solely for purposes of determining the amount of the filing fee. The transaction valuation assumes that all options to purchase subordinate voting shares that may be eligible for repricing in this offer will be tendered pursuant to this offer. The transaction valuation assumes options to purchase an aggregate of 6,422,519 subordinate shares, having an aggregate value of U.S. $6,530,908 as of April 5, 2024, calculated based on the Black-Scholes option pricing model, will be exchanged or cancelled pursuant to this offer.

(2) The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 1 for fiscal year 2024, equals $147.60 per million dollars of the transaction valuation.

EX-99.(A)(1)(G)

Option Exchange Program

Important Disclaimers • Cresco cannot advise you about what to do – this is a financial decision that is entirely yours • This program is regulated by the SEC, and there are strict guidelines • We know this program is complex, but if you ask for advice, we are required to say ‘read through your materials’ / ‘talk to your advisor’ • If you have questions, email equity@crescolabs.com • Employees represented by labor unions and covered by a collective bargaining agreement are not eligible to participate, except as provided for in their CBAs or otherwise negotiated. • You must complete your tender offer on time • By 10:59 pm CT / 11:59 pm ET on May 6, 2024 • You will receive an e-mail confirmation with your elections – keep it for documentation • This is a one-time event and is only 20 business days long – schedule time for yourself now to review the materials

Agenda • Introductions and Overview • Option Exchange Program Overview • How an Option Exchange Works • Eligibility • Eligible options • New Option Terms • Ratios and example • Timeline for exchange • Process • Considering Your Choice • Demo • Important disclaimers • Q & A – send all questions to: equity@crescolabs.com

Quick Intro • Jen Francis, CEP Aon Talent Solutions • 20+ years in stock plan industry • 100% focused on employee education

Quick Intro • Pam Chernoff, CEP Aon Talent Solutions • 20+ years in stock plan industry and communications • Coauthor The Stock Options Book • 100% focused on employee education

• Equity is an important component of your Total Rewards package at Cresco Labs • Many stock options granted to date are “underwater” • That means the exercise price is greater than the current stock price • Lower exercise price = better value • You are our most important asset we want to incentivize, motivate and reward you • The Option Exchange Program is an opportunity to trade underwater stock options for new stock options • Applies to most stock options that have an exercise price at or above $3.36 • New stock options will have a new vesting schedule and terms • You decide whether to keep or exchange your eligible stock options Option Exchange Program Overview

How an Option Exchange Works

How An Option Exchange Works • Opportunity to exchange existing underwater options for new options • Eligible option holders and eligible grants • Exchanging is not required – you can choose to retain your existing option grants • New options you receive will be approximately equal to your equity grant’s current value. • Yes – underwater options have ‘value’ • You will receive fewer new options than your current grant, but the exercise price will be lower Underwater Stock Option An option whose exercise price is above the current trading price of the company’s stock

How An Option Exchange Works • At the beginning of the tender offer period, an option exchange rate is set. • If you agree to exchange your eligible options for new options, the options you exchange will be cancelled and replaced by a lesser amount but at a better price then what you originally had, subject to shareholder approval of the Option Exchange, which is expected to occur in June 2024. • For example, if your old option has an exercise price of $6.00 and the exchange ratio is 1.50 to 1, this means for every 1.5 options you give back, we will issue you 1 new option at a lower exercise price.

How an Option Exchange Works • The offer to exchange is managed through a formal process called a “tender offer” • Offer is open from April 9th to May 6th • All elections must be made by 10:59pm CT / 11:59pm ET on May 6, 2024 • No election changes will be accepted after this time, there will be no exceptions • If you choose to exchange: • When the option exchange period is completed, your original equity award is cancelled, and you receive a new equity award • New grant(s), if approved, will be granted on or around May 7, 2024, subject to shareholder approval of the Option Exchange, which is expected to occur in June 2024 • If you do not elect to exchange: • Your original option grant will remain with its original terms and conditions • You can change your election as often as you want until the exchange period closes. When it closes, your decision is locked. There will be no exceptions. Important: New option grants will only be issued if approved by shareholders at the Company’s AGM

Option Exchange Materials • Offer to Exchange Eligible Stock Options for New Stock Options document • Cresco Option Exchange Program FAQ • Cresco Labs Options Exchange Program Videos • Education sessions (recording will be available) • April 11th and April 16th

Eligibility

Eligibility • Active option holders – at the beginning and end of the tender period • Have options that are eligible for the exchange • Granted through Cresco Labs equity incentive plans

Eligible Options | An Outstanding Option Outstanding as of the end of the option exchange period Has a grant date strike price greater than $3.36 Granted under the Cresco Labs equity incentive plans Option price, exercise price, grant price and strike price – four terms that mean the same thing – the price you pay for a share when you exercise the option. Nonqualified stock option

New Option Terms

New Stock Options Expected grant date – May 7, 2024 (Subject to shareholder approval of the Option Exchange) Exercise price will be the higher of, the closing price on the grant date or the closing price on the day prior to grant New options will be Non-qualified grants (NQ). Consistent with our current practice and policy Option term will be 8 years New vesting schedule for new stock options Vested options – 100% vest 1 year from grant date Unvested options – 50% will vest per year over two years

Ratios and Vesting Ratios are in your tender offer document Original Vested Status New Vesting Schedule Vested 100% after 1 year Unvested 50% annually over 2 years The options you exchange will be replaced by fewer options that have a better price. The number of new options you receive depends on your current grant’s exercise price – using the Exchange Ratio below Eligible Option Exercise Price Range (U.S. $) Exchange Ratio (Surrendered Eligible Options: New Options) $3.36 - $5.99 1.5:1 $6.00 - $11.91 1.75:1 $11.92 and up 2.25:1

Ratios and Example These ratios can also be found in your tender offer document that is filed with the SEC. The link to the filing can be found on the Option Exchange website or through the SEC website at www.sec.gov Current: 1,500 eligible options at $10 exercise price Closing Stock Price: on May 6 is $2 Offer to Exchange: Would be receiving 857 options at $2 exercise price Eligible Option Exercise Price Range (U.S. $) Exchange Ratio (Surrendered Eligible Options: New Options) $3.36 - $5.99 1.5:1 $6.00 - $11.91 1.75:1 $11.92 and up 2.25:1

Exchange Example Elizabeth is an eligible option holder with two eligible option grants. How many replacement options would she receive? Alternatively, Elizabeth may choose to exchange one grant and not the other. Or she may choose to keep all of her current stock options and not participate in the exchange. Grant 1 500 outstanding 200 vested and 300 unvested stock options $4 exercise price 500 eligible stock options at $4 exercise price Offer to Exchange: Would receive 333 stock options (500 ÷ 1.5 = 333) • 133 options would vest 1 year after the grant date • 200 options would vest each year over two years Grant 2 1,200 outstanding unvested stock options $8 exercise price 1,200 eligible stock options at $8 exercise price Offer to Exchange: Would receive 686 stock options (1,200 ÷ 1.75 = 685) • 685 options would vest each year over two years

Timeline for Exchange Grant Date May 7, 2024 June 2024 Siebert Financial will be updated with new grant paperwork *Dates are subject to change if offer period is extended Grant of new options and cancellation of eligible options is subject to shareholder approval of the Option Exchange Closes May 6, 2024, at 10:59 pm (CT) / 11:59 pm (ET) Option Exchange Begins April 9, 2024

Process You should have received an email with account registration details on April 9, 2024 You’ll click the URL – use the provided code and register with your email address You can go into the site as often as you want and change your ‘current’ election until it closes • From Aon (awardchoice@aon.com) • Email were sent to your “primary email” that is listed in Wurk • Aon can only validate your account when you use the address your registration e-mail came to • You will get an authentication e-mail to confirm your account • Each time an update is made on the website you will receive a confirmation email from awardchoice@aon.com with your current election • Your election is locked at the time the offer expires, May 6, 2024, at 10:59pm CT / 11:59 pm (ET) • No election changes will be accepted after this time, there will be no exceptions *You will be notified of your new award details via Siebert Financial once they are available.

Considering Your Choice

$0 $2,000 $4,000 $6,000 $8,000 $10,000 $12,000 $14,000 $16,000 $2.32 $5.00 $10.00 $15.00 Original Grant New Grant $13.36 For illustration purposes only. Actual results will vary. Indicated amounts are before taxes, commissions, and fees. Considering Your Choice ORIG. GRANT 1,500 OPTIONS AT $11.00 Scenario Exchange Ratio 1.75:1 Options Option Price Original Grant 1,500 $11.00 New Grant 857 $2.32 $0 $5,000 $10,000 $15,000 $20,000 $25,000 $2.32 $9.25 $17.00 $25.00 Original Grant New Grant ORIG. GRANT 1,500 OPTIONS AT $6.00 Scenario Exchange Ratio 1.5:1 Options Option Price Original Grant 1,500 $6.00 New Grant 1,000 $2.32 Breakeven Point (price at which original grant and new grant have equal value) $22.57 New grant has higher value at lower stock prices Original grant has greater value at stock prices above breakeven

Demo • You have an e-mail from Aon (awardchoice@aon.com) • You’ll click the link – use the provided code and register with your e-mail only • Aon cannot validate your account with an email other than the one provided by Cresco • Your “primary email” listed in Wurk • You will get an authentication e-mail Insert screen shot from website

Important Disclaimers • Cresco cannot advise you about what to do – this is a financial decision that is entirely yours • This program is regulated by the SEC, and there are strict guidelines • We know this program is complex, but if you ask for advice, we are required to say ‘read through your materials’ / ‘talk to your advisor’ • If you have questions, email equity@crescolabs.com • Employees represented by labor unions and covered by a collective bargaining agreement are not eligible to participate, except as provided for in their CBAs or otherwise negotiated. • You must complete your tender offer on time • By 10:59 pm CT / 11:59 pm ET on May 6, 2024 • You will receive an e-mail confirmation with your elections – keep it for documentation • This is a one-time event and is only 20 business days long – schedule time for yourself now to review the materials

Q&A

Appendix

$0 $1,000 $2,000 $3,000 $4,000 $5,000 $6,000 $2.32 $4.00 $5.50 $7.00 Original Grant New Grant $6.61 For illustration purposes only. Actual results will vary. Indicated amounts are before taxes, commissions, and fees. Considering Your Choice ORIG. GRANT 1,500 OPTIONS AT $4.11 Scenario Exchange Ratio 1.5:1 Options Option Price Original Grant 1,500 $4.11 New Grant 1,000 $2.32 $0 $1,000 $2,000 $3,000 $4,000 $5,000 $6,000 $7,000 $2.32 $4.50 $6.00 $8.50 Original Grant New Grant ORIG. GRANT 1,500 OPTIONS AT $3.75 Scenario Exchange Ratio 1.5:1 Options Option Price Original Grant 1,500 $3.75 New Grant 1,000 $2.32 Breakeven Point (price at which original grant and new grant have equal value) $7.69 New grant has higher value at lower stock prices Original grant has greater value at stock prices above breakeven

$0 $2,000 $4,000 $6,000 $8,000 $10,000 $12,000 $14,000 $5.90 $9.00 $12.00 $15.00 Original Grant New Grant $13.06 For illustration purposes only. Actual results will vary. Indicated amounts are before taxes, commissions, and fees. Considering Your Choice ORIG. GRANT 1,500 OPTIONS AT $6.00 Scenario Exchange Ratio 1.75:1 Options Option Price Original Grant 1,500 $6.00 New Grant 857 $2.32 $0 $1,000 $2,000 $3,000 $4,000 $5,000 $6,000 $7,000 $8,000 $9,000 $10,000 $2.32 $5.00 $9.00 $12.00 Original Grant New Grant ORIG. GRANT 1,500 OPTIONS AT $5.90 Scenario Exchange Ratio 1.5:1 Options Option Price Original Grant 1,500 $5.90 New Grant 1,000 $2.32 Breakeven Point (price at which original grant and new grant have equal value) $10.91 New grant has higher value at lower stock prices Original grant has greater value at stock prices above breakeven

$0 $1,000 $2,000 $3,000 $4,000 $5,000 $6,000 $7,000 $8,000 $9,000 $10,000 $2.32 $9.00 $12.00 $15.00 Original Grant New Grant $10.98 For illustration purposes only. Actual results will vary. Indicated amounts are before taxes, commissions, and fees. Considering Your Choice ORIG. GRANT 1,500 OPTIONS AT $6.49 Scenario Exchange Ratio 1.75:1 Options Option Price Original Grant 1,500 $6.49 New Grant 857 $2.32 $0 $2,000 $4,000 $6,000 $8,000 $10,000 $12,000 $2.32 $6.00 $9.50 $13.00 Original Grant New Grant ORIG. GRANT 1,500 OPTIONS AT $6.03 Scenario Exchange Ratio 1.75:1 Options Option Price Original Grant 1,500 $6.03 New Grant 857 $2.32 Breakeven Point (price at which original grant and new grant have equal value) $12.05 New grant has higher value at lower stock prices Original grant has greater value at stock prices above breakeven

$0 $2,000 $4,000 $6,000 $8,000 $10,000 $12,000 $2.32 $6.00 $10.00 $14.00 Original Grant New Grant $12.07 For illustration purposes only. Actual results will vary. Indicated amounts are before taxes, commissions, and fees. Considering Your Choice ORIG. GRANT 1,500 OPTIONS AT $6.62 Scenario Exchange Ratio 1.75:1 Options Option Price Original Grant 1,500 $6.62 New Grant 857 $2.32 $0 $2,000 $4,000 $6,000 $8,000 $10,000 $12,000 $2.32 $6.50 $10.00 $14.00 Original Grant New Grant ORIG. GRANT 1,500 OPTIONS AT $6.50 Scenario Exchange Ratio 1.5:1 Options Option Price Original Grant 1,500 $6.50 New Grant 857 $2.32 Breakeven Point (price at which original grant and new grant have equal value) $12.35 New grant has higher value at lower stock prices Original grant has greater value at stock prices above breakeven

$0 $2,000 $4,000 $6,000 $8,000 $10,000 $12,000 $2.32 $7.00 $10.00 $14.00 Original Grant New Grant $12.91 For illustration purposes only. Actual results will vary. Indicated amounts are before taxes, commissions, and fees. Considering Your Choice ORIG. GRANT 1,500 OPTIONS AT $9.41 Scenario Exchange Ratio 1.75:1 Options Option Price Original Grant 1,500 $9.41 New Grant 857 $2.32 $0 $2,000 $4,000 $6,000 $8,000 $10,000 $12,000 $14,000 $16,000 $18,000 $20,000 $2.32 $10.00 $16.00 $21.00 Original Grant New Grant ORIG. GRANT 1,500 OPTIONS AT $6.86 Scenario Exchange Ratio 1.5:1 Options Option Price Original Grant 1,500 $6.86 New Grant 857 $2.32 Breakeven Point (price at which original grant and new grant have equal value) $18.86 New grant has higher value at lower stock prices Original grant has greater value at stock prices above breakeven

$0 $2,000 $4,000 $6,000 $8,000 $10,000 $12,000 $14,000 $16,000 $18,000 $20,000 $2.32 $10.00 $16.00 $22.00 Original Grant New Grant $19.91 For illustration purposes only. Actual results will vary. Indicated amounts are before taxes, commissions, and fees. Considering Your Choice ORIG. GRANT 1,500 OPTIONS AT $10.28 Scenario Exchange Ratio 1.75:1 Options Option Price Original Grant 1,500 $10.28 New Grant 857 $2.32 $0 $2,000 $4,000 $6,000 $8,000 $10,000 $12,000 $14,000 $16,000 $18,000 $20,000 $2.32 $11.00 $17.00 $22.00 Original Grant New Grant ORIG. GRANT 1,500 OPTIONS AT $9.86 Scenario Exchange Ratio 1.5:1 Options Option Price Original Grant 1,500 $9.86 New Grant 857 $2.32 Breakeven Point (price at which original grant and new grant have equal value) $20.89New grant has higher value at lower stock prices Original grant has greater value at stock prices above breakeven

$0 $5,000 $10,000 $15,000 $20,000 $25,000 $2.32 $12.00 $17.50 $25.00 Original Grant New Grant $23.16 For illustration purposes only. Actual results will vary. Indicated amounts are before taxes, commissions, and fees. Considering Your Choice ORIG. GRANT 1,500 OPTIONS AT $11.42 Scenario Exchange Ratio 1.75:1 Options Option Price Original Grant 1,500 $11.42 New Grant 857 $2.32 $0 $5,000 $10,000 $15,000 $20,000 $25,000 $2.32 $11.00 $18.00 $26.00 Original Grant New Grant ORIG. GRANT 1,500 OPTIONS AT $11.25 Scenario Exchange Ratio 1.5:1 Options Option Price Original Grant 1,500 $11.25 New Grant 857 $2.32 Breakeven Point (price at which original grant and new grant have equal value) $23.55 New grant has higher value at lower stock prices Original grant has greater value at stock prices above breakeven

$0 $2,000 $4,000 $6,000 $8,000 $10,000 $12,000 $14,000 $16,000 $2.32 $12.00 $17.50 $22.00 Original Grant New Grant $19.60 For illustration purposes only. Actual results will vary. Indicated amounts are before taxes, commissions, and fees. Considering Your Choice ORIG. GRANT 1,500 OPTIONS AT $12.63 Scenario Exchange Ratio 2.25:1 Options Option Price Original Grant 1,500 $12.63 New Grant 666 $2.32 $0 $2,000 $4,000 $6,000 $8,000 $10,000 $12,000 $14,000 $16,000 $18,000 $2.32 $10.00 $17.00 $23.00 Original Grant New Grant ORIG. GRANT 1,500 OPTIONS AT $11.92 Scenario Exchange Ratio 2.25:1 Options Option Price Original Grant 1,500 $11.92 New Grant 666 $2.32 Breakeven Point (price at which original grant and new grant have equal value) $20.88 New grant has higher value at lower stock prices Original grant has greater value at stock prices above breakeven

EX-99.(A)(1)(H)

Exhibit (a)(1)(H)

Cresco – Stock Option Exchange Program Presentation

Slide 1:    Title Slide

Slide 2:     Welcome everyone to the Cresco Labs option exchange program presentation. My name is Jen Francis. (My name is Pam Chernoff) I am from Aon, and today we will be walking through the option exchange program that is starts this month. We are going to begin with a few disclaimer then talk about our agenda for today.

Slide 3:    Important disclaimers. Cresco cannot advise you on what to do. This is a financial decision that's entirely yours. Option exchanges are regulated by the SEC, which has strict legal requirements. If you ask for advice, we are required to say: Read through your materials, talk to an advisor. If you have general equity questions, you can email equity at crescolabs dot com (equity@crescolabs.com). We can answer questions as it relates to options, but you will need to handle the process of the options exchange without our input.

    Employees that are represented by the labor unions and covered by a collective bargaining agreement are not eligible to participate, except as provided for in their CBAs or otherwise negotiated.

And this is also very important: you must complete this process on time. If you miss it, it’s done. There is no way to modify or add an election after the close. You will receive an email confirmation with your election. Keep it for documentation. This is a one-time event – we won’t be repeating this offer again. It's only 20 business days long. Make time to review the materials as soon as possible. 20 business days goes quickly.

Slide 4:     First we have Introductions and an overview. We'll go over an overview of the option exchange program, how an option exchange works, the eligibility, we’re going to review the new option terms, considering your choice, Important disclaimers, and then questions and answers after that.

Slide 5:    Quick intro as to who I am. I have been in the stock plan space for over 20 years now, and I have done quite a few of these presentations where we talk about exchange programs. I have a degree of expertise. However, it’s important to note that does not mean that I can provide you any advice. It's actually part of the reason that I am here. I can't provide advice or answer specific questions about your unique situation, but I do have expertise and the ability to answer general questions about this type of program and answer questions that you have as long as it relates to the awards involved or the materials that Cresco has provided for you. I also want to make it clear that your colleagues and leaders at Cresco Labs cannot legally answer specific questions related to your financial situation and your program participation either. So, please plan to spend time reviewing the materials on your own and, if you have questions, speak with the people in your life who help you make financial decisions.

Slide 6:    Quick intro as to who I am. I have been in the stock plan space for over 20 years now, and I have done quite a few of these presentations where we talk about exchange programs. I have a degree of expertise. However, it’s important to note that does not mean that I can provide you any advice. It's actually part of the reason that I am here. I can't provide advice or answer specific questions about your unique situation, but I do have expertise and the ability to answer general questions about this type of program

Page 1 of 7

Exhibit (a)(1)(H)

Cresco – Stock Option Exchange Program Presentation

and answer questions that you have as long as it relates to the awards involved or the materials that Cresco has provided for you. I also want to make it clear that your colleagues and leaders at Cresco Labs cannot legally answer specific questions related to your financial situation and your program participation either. So, please plan to spend time reviewing the materials on your own and, if you have questions, speak with the people in your life who help you make financial decisions.

Slide 7:    Why is Cresco giving employees the opportunity to exchange their current equity awards? There are a few reasons…equity is a very important part of your total rewards package because it makes you an owner of Cresco Labs and rewards you for the company’s long-term success. Today, many stock options that have been granted to employees are underwater. Underwater means that the options’ exercise price is greater than the current stock price of Cresco. It is fairly normal for stock options to fluctuate in value and become “underwater.” They are granted at the current stock price – it is not uncommon for them to be underwater the next couple days after the grant. However, when options are significantly underwater because the stock price has dropped since the grant date, those options are no longer as valuable as a long-term reward. There’s still some value in the options – a wall street guy could calculate that value with a mathematical model. But you would need to wait for however long it takes for the stock price to go up above the exercise price to attain that value, which could take a while, if at all. Cresco Labs wants your equity awards to be an effective long-term reward for you.

This exchange is an offer to trade your underwater options for New stock options. The stock option exchange offer only applies to stock options with a $3.36or higher strike price. So anything that's lower than $3.36 is not eligible for this stock option exchange program. But for most grants above $3.36, you have the opportunity to consider exchanging your grants for new options at a lower exercise price. The exchange does not mean you will get the same number of New stock options back – the number of total options you receive back will be lower, but the value is designed where it can make sense. This can make your equity award’s value easier to understand and track. If you decide to exchange your existing options for new stock options, the new stock option grant will have a new vesting schedule and new expiration date so that’s also part of the deal.

Slide 8:    How an Option Exchange Works: Your Offer to Exchange Options for New Stock Options

Slide 9:    Your stock option exchange is an opportunity to exchange certain existing underwater options for new stock options. There are specific eligible grants. It's also not required – this is only an offer. You can retain all of your existing stock option grants exactly as they are now. That’s because there is not one right answer for everybody’s unique financial situation. I am not going to explicitly recommend you exchange your options. That is something that you have to work out on your own or with a financial advisor, and it is based on how you expect the company’s stock price to change and how you feel about your current options versus receiving new fewer, lower priced options and the overall structure of your equity related to things like the vesting schedule. Remember, an underwater option is an option whose exercise price is above the current trading price. But, yes, underwater options do have value. You would only be able to access that value when and if Cresco’s stock price goes higher than the exercise price on your option.

Page 2 of 7

Exhibit (a)(1)(H)

Cresco – Stock Option Exchange Program Presentation

Slide 10:     The option exchange rate is set at the beginning of the exchange period. This ratio will stay the same for the entire exchange period. The ratio for you will depend on the exercise price on your options. We have different tiers – with different exchange rates that we’re going to talk about. If you participate in this program, the options you exchange will be cancelled and replaced by a new equity grant with fewer options, based on this ratio. But those new options will have a lower exercise price than what you originally had. For example, if your old option was priced at $6.00 and the exchange ratio is 1.50 to 1, this means for every 1.5 options you give back, we will issue you 1 new option at a lower exercise price.

Slide 11: The offer is managed as a formal process called a tender offer. The offer is open from April 9th to May 6th. All elections must be made by 10:59pm Central Time / 11:59 PM Eastern time on May 6th. If you choose to exchange your existing options, the grant date of your new equity award will be on or around May 7th, subject to shareholder approval of the Option Exchange, which is expected to occur in June 2024. You’ll actually receive the new stock options in Siebert at a later date, pending approval of the program by shareholders at the company’s Annual General Meeting, by the end of June. If you do not choose to exchange your equity grants, then nothing changes for you. You can also change your mind and opt in or out of the program, as long as you make your final election by May 6th. When it closes, no more changes can be made. There are no exceptions.

Slide 12:     You received an email that linked to a website with option exchange materials. The big one and the most official of the bunch is the Offer to Exchange Eligible Options for New Stock Options document. This details all of the rules and requirements of the program and serves as your primary source of information. I say most official because these materials are filed with the SEC – FAQs, videos, this deck and even the script I am reading from. So, you’ll notice that some of the language is very legal. But we also have additional materials that are a little more ‘approachable.’ You’ve got several videos on the site and these education sessions, which are being recorded.

Slide 13:     Eligibility

Slide 14:    Eligible participants must be active employees through the option exchange period and must hold equity grants with an exercise price of $3.36 or more from the Cresco Labs equity incentive plans.

Slide 15:    Eligible options are held by an eligible employee and are outstanding and have a grant date exercise price of $3.36 or greater. Let’s talk for a minute about a few terms on this slide. Let’s start with options, which make up your equity grants. Options are contracts that give you the option – or choice – to purchase a company’s stock at a set price. The idea is that you get to buy stock when the stock price is higher than your option price, which means you get a great deal because you’re paying less for the stock that’s worth a higher value. Next, when you hear the words exercise price, option price, grant price, or strike price – know that they all mean the same thing, it is the price you pay for the option when you decide to exercise it, meaning you purchase Cresco Labs stock. An outstanding option is a grant of stock that has not yet been exercised or cancelled. The type of option is called a non-qualified stock option, or NQ for short. An NQ is a stock

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Exhibit (a)(1)(H)

Cresco – Stock Option Exchange Program Presentation

option that does not meet certain IRS criteria to qualify for special tax treatment. Therefore, you pay taxes on NQs at the time the option is exercised.

Slide 16:    Let’s understand your new stock option terms – the contractual conditions of the awards you would be given in the exchange.

Slide 17:    Again, exchange ratio is based on the option price of your original equity grant. If you agree to the exchange, your new stock option will be unvested on the grant date, even if the options you traded in were already vested. The expected grant date of your new stock option grant will be May 7, 2024, and your new price will be the higher of the closing price on grant date and the closing price on the day prior to grant. It is important to note that the new options will be granted subject to the receipt of stockholder approval of the Option Exchange, which is expected to occur in June. Your new options will expire 8 years from the grant date. The expiration date is the last day you can exercise your stock option, which means you use them to purchase Cresco Labs stock. If you do not exercise before this date, you lose your rights to exercise these options at all. The last term to discuss is the vesting schedule of your new equity option grant. The vesting period is the amount of time you must work for Cresco Labs before you completely own the entire equity grant. Usually vesting is done in stages over a period of years, so the percentage of the contract that you own will grow over time. If your original options were vested at the time of the exchange, your new options will take one year from the grant date to be 100% vested. This means you need to remain with Cresco Labs for this year before you fully own the new options contract. For options that were unvested at the time of the exchange, your new options will vest 50% one year from the grant date and the remaining 50% will vest two years from the grant date.

Slide 18:    I have already explained we are only dealing with options with an exercise price of $3.36 or more for this program. For options between $3.36 and $5.99, the exchange ratio is 1.5 to 1; if your exercise price is between $6.00 and $11.91 the exchange ratio is 1.75 to 1; and if the exercise price is $11.92 or above, the exchange ratio is 2.25 to 1.

Vesting for your new stock option will depend if the options you exchanged were vested or unvested. For the portion of your original options that were vested, your new exchanged options will vest 100% after one year. The portion of your original options that were unvested, your new exchanged options will vest 50% after year one and 50% after year two.

Slide 19:    This is an example of the exchange ratio. So this is important to understand we are working with the final numbers that were set before the exchange began.

So, why are there different exchange ratios? It’s all because the value of an underwater option depends on how deep underwater it is. So as an example, if the stock is currently trading at $4, an option with an exercise price of $10 is worth more than an option with an exercise price of $20. That’s because an option starts to become valuable when it has a lower price than the company stock price. That means it might take longer for the stock price to hit $20 and close that gap. The gap between the $4 stock price and the $10 option would likely close sooner. So, the option’s value is essentially how close your exercise price is to the current stock price – percentage-wise. Let’s look at an example. A

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Exhibit (a)(1)(H)

Cresco – Stock Option Exchange Program Presentation

participant who held 1,500 eligible options at a $10 exercise price would receive 857 new options if they accepted the exchange offer. The math is simple – it’s 1,500 eligible options just divided by 1.75. The new option grant would be for 857 stock options at a $2 exercise price.

Slide 20:     Let’s look at another example – this time looking at 2 awards. Elizabeth is eligible to exchange her two grants, which she received on different dates. How many new options would she receive if she chose to exchange each grant? Again – completely her call and she can make two different elections if she chooses.

Grant 1 has 500 stock options granted with a $4 exercise price, where 200 options are vested, and 300 options are unvested. Grant 2 has 1,200 stock options with a $8 exercise price and all options vested.

Grant 1 could be exchanged for 333 new options—that’s 500 divided by 1.5, which is that 1.5 to 1 ratio for the $3.36 to $5.99 exercise price range that I showed on the previous slide. All of the new options would be unvested as of the new grant date. Because she had both vested and unvested options, 133 new options will vest 100% after 1 year from the grant date, because she had 200 vested options, divided by 1.5. The remaining 200 options would vest over 2 years, so 50% after year 1 and the other 50% after year 2. The 200 options were calculated by taking her 300 unvested options divided by 1.5.

Grant 2 could be exchanged for 685 new options—that’s the 1.75 to 1 ratio from the previous slide. So 1,200 options divided by 1.75. All new options would be unvested as of the new grant date, these 685 new options will vest over 2 years, so 50% after year 1 and the other 50% after year 2.

Alternatively, Elizabeth could exchange one grant and not the other. You do not have to exchange all your eligible grants. She also can keep all of her options and not participate in the program.

Slide 21:    The timeline for the exchange looks like this. It’s open now. It closes Monday, May 6, 2024 at 10:59 pm Central Time / 11:59 p.m. Eastern time. The grant date for your new options is expected to be on May 7 2024, when the exchange offer closes, but the grant will be subject to stockholder approval of the Option Exchange, which is expected to occur in June 2024. In June, Siebert systems will be updated with your new grant paperwork.

Slide 22:    Here’s the process. An email with account registration details was sent to you on April 9th to your “primary email” that is listed in Wurk, from awardchoice@aon.com. If you wish to participate, click the URL, use the provided code to register your email address – you can only use your primary email address where you received the account registration email. You will get an authentication email to confirm your account. Log into the Exchange website and make your election. This site is where you’ll also find educational materials, like videos and FAQs that explain the process. You can login as many times as you want until May 6th. Once you have made your election, you will get an email confirmation, keep this for your records. You can go back and change your mind up until the election closes. Your current election is locked when the option

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Exhibit (a)(1)(H)

Cresco – Stock Option Exchange Program Presentation

exchange period closes. Once it’s locked, if you elected to participate, you'll get a grant notification email when it gets entered into Siebert. You will also see your current option canceled in the system, subject to the shareholder approval of the Option Exchange program.

Slide 23:    Considering your choice

Slide 24:    It’s your choice if you want to participate in this program. You can keep your current options or exchange them for new options. If you have more than one stock option grant, you can decide which grant you want to exchange. There’s a breakeven point you may want to examine for each of your grants. For example, let’s look at these two grants. On the left, you have 1,500 original options with a $6.00 exercise price. If you exchange these options, that has an exchange ratio of 1.5 to 1, your new grant could look like this, 1,000 new options at an exercise price of $2.32.

On the right, the example shows an original option granted at $11.00, also for 1,500 options, using a exchange ratio of 1.75 to 1, your new grant could look like this, 857 new options at an exercise price of $2.32.

To give you an idea of what that breakeven looks like we have a graph displayed. Breakeven on the first award is when Cresco Labs’s stock price hits $13.36. You’ll see the point at which the award values intersect. So, the Cresco stock price would need to be $13.36 for this option to breakeven. For the second option, you’ll see the breakeven point is $22.57. Showing that every option with a different exercise price and ratio will have different breakeven points.

Slide 25:    Let’s jump into a demo of the exchange website. Remember you want to look for that email from awardchoice at aon dot com to get your registration instructions.

    Demo script:

This website is quite simple. Across the top, we have 4 links for pages – Home, Document Library, My Options and Logout. The home page shows you a snapshot of your options that are eligible to be exchanged.

The document library shows the official legal exchange documents, has a copy of this PowerPoint deck, and other documents related to the program. I strongly recommend you review this material in detail. My Options is where all the work gets done. On the left side you have your existing options that are eligible for the exchange. On the right side, you have the ratios applied and the number of new stock option grant you would receive if you decide to make the trade. The last column shows ‘do not exchange’ as the default, and this is where you would select your grants to exchange. I will select one. Here you will get a pop up – another view, but you have not confirmed yet. I will confirm and submit. The dot lets you know it’s working. And you exit to the home page. Here you will see the highlighted row – that is the one I selected. This helps you see visually that it is different than the others. If I go back to my options – same thing, except now the default for this one is exchange. If I exit and come back in a week, this will still be there. We want it to be easy to know if you exchanged everything or nothing or split your decision.

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Exhibit (a)(1)(H)

Cresco – Stock Option Exchange Program Presentation

You will also get an email with the confirmation from awardchoice at aon dot come within a minute or 2. You will receive an email every time you submit changes during this period.

Slide 26:    Important disclaimers. Cresco cannot advise you on what to do. This is a financial decision that's entirely yours. Option exchanges are regulated by the SEC, which has strict legal requirements. If you ask for advice, we are required to say: Read through your materials, talk to an advisor. If you have general equity questions, you can email equity at crescolabs dot com (equity@crescolabs.com). We can answer questions as it relates to options, but you will need to handle the process of the options exchange without our input.

Employees that are represented by the labor unions and covered by a collective bargaining agreement are not eligible to participate, except as provided for in their CBAs or otherwise negotiated.

And this is also very important: you must complete this process on time. If you miss it, it’s done. There is no way to modify or add an election after the close. You will receive an email confirmation with your election. Keep it for documentation. This is a one-time event – we won’t be repeating this offer again. It's only 20 business days long. Make time to review the materials as soon as possible. 20 business days goes quickly.

Slide 27:    With those caveats, you can send questions to equity@crescolabs.com if they come up. We will also open it up for questions at this time. Remember – nothing on what to do or what’s right for you, but anything truly factual about the process or the award types we can definitely answer questions.            Thank you very much for your time.

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