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Vireo Growth Inc. filed an amended report to add detailed financial statements for The Hawthorne Gardening Company and pro forma information for its recent acquisitions of Hawthorne and Eaze, Inc. This gives a clearer picture of the combined business.
Hawthorne generated $130.2 million in net sales and a $9.6 million net loss for the year ended September 30, 2025, with total assets of $111.6 million and business equity of $73.8 million. The business incurred $10.6 million in impairment, restructuring and other charges and relied on its parent for centralized services and financing.
To acquire Hawthorne, Vireo issued 213,000,000 subordinate voting shares at a deemed $0.60 per share and 80,000,000 warrants exercisable at $0.85 per share, both subject to lock-up terms. The earlier Eaze merger added a further 90,379,591 subordinate voting shares as estimated consideration. The new pro forma condensed combined financials show how these deals would have affected Vireo’s 2025 balance sheet and results under U.S. GAAP.
Vireo Growth Inc. has signed a definitive arrangement agreement to acquire C21 Investments Inc. in an all-share transaction structured as a court-approved plan of arrangement in British Columbia. Each C21 share will be exchanged for 0.023052 Vireo subordinate voting shares, subject to anti-dilution adjustments.
Closing depends on C21 shareholder approvals, court orders, cannabis and other regulatory approvals, and customary conditions, including C21 transaction expenses not exceeding $2,000,000 and limited use of dissent rights. C21 must generally pay Vireo a $3,000,000 termination fee if it accepts a superior proposal or in other specified circumstances, and either party may owe a $1,000,000 expense reimbursement fee for certain breach-related terminations. The arrangement has an outside date of May 31, 2027.
Vireo expects the acquisition of C21 to expand its Nevada presence to about 15 dispensaries and 158,000 square feet of cultivation and manufacturing capacity, adding C21’s Silver State Relief and related brands to Vireo’s existing multi-state platform.
Vireo Growth Inc. director Victor E. Mancebo received equity-based compensation awards on May 15, 2026. He was granted 80,000 restricted stock units and a separate grant of 96,859 restricted stock units, each RSU representing a contingent right to one subordinate voting share. He also received stock options over 95,310 subordinate voting shares and another grant of options over 115,506 shares with a conversion price of $0.424 per share. According to the vesting schedules, one-third of each award vests on the grant date, one-third on March 31, 2027, and the remaining one-third on March 31, 2028. Vested RSUs settle in cash, subordinate voting shares, or a combination of both after vesting.
Vireo Growth Inc. Chief Accounting Officer Joseph Duxbury reported compensation-related equity activity on May 15, 2026. 133,333 restricted stock units vested and were exercised into an equal number of subordinate voting shares. Of these, 40,799 shares were withheld to cover tax obligations, leaving 95,534 shares owned directly afterward. On the same date, Duxbury also received a new grant of 133,333 restricted stock units, each representing a right to one subordinate voting share.