SNDL Inc. 2025年度报告

OR ☒ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 SNDL Inc. (Exact name of Registrant as specified in its charter) Not applicable(Translation of Registrant’s name into English (if applicable)) Alberta(Province or other jurisdiction of incorporation or organization) 2833(Primary Standard Industrial Classification Code Number (if applicable)) Not applicable(I.R.S. Employer Identification Number (if applicable)) #101, 17220 Stony Plain Road NWEdmonton, AB T5S 1K6Tel.: (780) 944-9994 (Address and telephone number of Registrant’s principal executive offices) New York, New York 10036-8401Tel.: 1 877 374 6010(Name, address (including zip code) and telephone number (including area code)of agent for service in the United States) Copies to: Ryan RobskiAllen Overy Shearman Sterling US LLP199 Bay Street, Suite 4405Toronto, Ontario M5L 1E8(416) 360-8484 Ranjeev DhillonMcCarthy Tétrault LLPSuite 4000421—7th Avenue SWCalgary, Alberta T2P 4K9(403) 260-3500 Securities registered or to be registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”). Securities registered or to be registered pursuant to Section 12(g) of the Exchange Act:None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Exchange Act:None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the periodcovered by the annual report:263,359,123 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the ExchangeAct during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act. If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if theregistrant has elected not to use the extended transition period for complying with any new or revised financial accounting Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by If securities are registered pursuant to Section 12(b) of the Exchange Act, indicate by check mark whether the financial statementsof the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). INTRODUCTION SNDL Inc. (the “Company” or the “Registrant,” sometimes referred to as “we,” “us” and “our”) is a “foreign private issuer” asdefined in Rule 3b-4 under the Exchange Act, and is a Canadian issuer eligible to file its annual report for the year ended December31, 2025 on Form 40-F (this “Annual Report”) pursuant to the multijurisdictional disclosure system adopted by the U.S. Securitiesand Exchange Commission (the “SEC”) . The Company’s common shares are listed on the Nasdaq Capital Market (“Nasdaq”) and We publish our consolidated financial statements in Canadian dollars using International Financial Reporting Standards as issuedby the International Accounting Standards Board. In this Annual Report, unless otherwise specified, monetary amounts are inCanadian dollars, all references to “$,” “C$,” and “dollars” mean Canadian dollars and all references to “US$” or “USD” mean PRINCIPAL DOCUMENTS The following documents have been filed as part of this Annual Report as exhibits hereto and are incorporated by reference herein: CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS A number of statements in the documents incorporated by reference in this Annual Report constitute “forward-looking statements”within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the U.S. Securities Act of 1933, asamended (the “Securities Act”), and Section 21E of the Exchange Act, and “forward-looking information” within the meaning of CONTROLS AND PROCEDURES Certifications See Exhibits 99.6, 99.7, 99.8 and 99.9 to this Annual Report. Disclosure Controls and Procedures The information provided in the section entitled “Disclosure Controls and Procedures” contained in the 2025 MD&A, filed asExhibit 99.3 to this Annua