Amendment to Tender Offer Statement (Form SC TO-I/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 & Schulte 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 on August 20, 2025 (together with its exhibits, 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 (the "Exchange Offer") certain outstanding options to purchase the Company's subordinate voting shares for new restricted stock units (the "New Awards").

This Amendment is being filed in accordance with Rule 13e-4(c)(4) under the Securities Exchange Act of 1934, as amended, to report the final results of the Exchange Offer. 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. All capitalized terms used herein have the same meanings as given in the Schedule TO.

ITEM 4. Terms of the Transaction.

Item 4(a) of the Schedule TO is hereby amended and supplemented by adding the following information:

(a) Material Terms.

Shareholder Approval of the Exchange Offer was obtained at the Company's annual general and special meeting held on September 16, 2025. The Exchange Offer expired at 11:59 p.m., Eastern Time, on Wednesday, September 17, 2025. Pursuant to the Exchange Offer, 14 Eligible Participants elected to exchange, and the Company accepted for cancellation, Eligible Options to purchase an aggregate of 8,865,902 subordinate voting shares, representing approximately 99% of the total subordinate voting shares underlying Eligible Options. On September 17, 2025, immediately following the expiration of the Exchange Offer, the Company granted 8,865,902 RSUs, pursuant and subject to the terms of the Exchange Offer and the 2018 Incentive Plan. The New Awards vest ratably over three years as described in the Exchange Offer.

ITEM 12. Exhibits.

Calculation of Filing Fee Tables

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: September 18, 2025