Vireo Growth Inc SEC Filings

Vireo Growth Inc. reported insider share changes by its president, Amber Shimpa. On June 13, 2025, all of her Multiple Voting Shares were converted into 852,100 Subordinate Voting Shares, increasing her direct holdings to 1,246,631 Subordinate Voting Shares.

The filing also notes that certain Restricted Stock Units vested on December 14, 2025 and were settled on December 29, 2025, when 126,666 Subordinate Voting Shares were withheld for taxes at a price of $0.60 per share, leaving her with 1,119,965 Subordinate Voting Shares held directly.

Vireo Growth Inc. director and Co-Executive Chairman Kyle E. Kingsley reported equity-related activity involving the company’s subordinate voting shares. On 12/29/2025, Form 4 shows two tax-withholding transactions coded “F” tied to previously granted Restricted Stock Units.

The filing lists 276,509 subordinate voting shares withheld at $0.60 per share and 1,425,171 shares withheld at $0.67 per share. After these transactions, Kingsley directly beneficially owned 14,206,363 shares following the first withholding and 12,781,192 shares following the second. The explanation notes that certain RSUs vested on December 14 and 17, 2025, and the underlying shares were issued and a total of 1,701,681 shares were withheld for tax purposes on December 29, 2025.

Vireo Growth Inc. officer and GC/Corporate Secretary Sean Apfelbaum reported equity compensation activity involving subordinate voting shares. On September 30, 2025, 200,000 restricted stock units (RSUs) were reported as converted (transaction code M) into 200,000 subordinate voting shares, with each RSU representing the right to receive one share. The RSUs fully vested on that date.

The filing notes that these RSUs were not actually settled and the underlying shares were not issued until December 29, 2025. On that same date, 62,145 subordinate voting shares were withheld or disposed of (transaction code F) at a price of $0.64 per share, typically indicating shares used to cover taxes. Following these transactions, the reporting person directly beneficially owned 137,855 subordinate voting shares and held no remaining RSUs.

Vireo Growth Inc. chief executive officer and director John Mazarakis reported multiple equity compensation events involving subordinate voting shares. On November 13, 2025 and December 17, 2025, he acquired a total of 10,937,736 subordinate voting shares, primarily from restricted stock units (RSUs) that vested and settled immediately. After these transactions, he held 14,137,736 subordinate voting shares directly before tax withholdings.

On December 29, 2025, RSUs that had vested on November 13 and December 17 were settled, and 801,849 and 3,502,150 subordinate voting shares, respectively, were withheld to cover taxes. The filing also corrects a prior RSU vesting schedule, confirming 5,700,000 RSUs vest on December 17, 2025, with additional tranches of 6,650,000 RSUs vesting on or after December 17, 2026 and December 17, 2027, subject to 30-day VWAP price hurdles and continued service.

Vireo Growth Inc. Chief Financial Officer Tyson Macdonald reported multiple equity transactions involving subordinate voting shares tied to restricted stock units (RSUs). On November 13, 2025 and December 17, 2025, RSUs vested and later settled on December 29, 2025, resulting in share issuances and tax withholdings, including 481,554 and 1,908,841 shares withheld for taxes on that date. The filing also corrects the vesting schedule for a prior RSU grant of 2,850,000 RSUs vesting on December 17, 2025, plus tranches of 3,325,000 RSUs each that may vest on or after December 17, 2026 and December 17, 2027 if the company’s subordinate voting shares reach 30-day volume-weighted average price targets of US$0.85 and US$1.05, subject to continued service.

Vireo Growth Inc. reported that it has agreed to acquire additional 13% Senior Secured Convertible Notes of Medicine Man Technologies, Inc. d/b/a Schwazze from existing noteholders in a secondary purchase. The Notes have a value of approximately $2.6 million, including principal and accrued interest, and are being acquired for total consideration of about $1.6 million, to be paid in Vireo’s subordinate voting shares at a deemed price of $0.54 per share. Following these purchases, Vireo expects to hold roughly 89% of the total outstanding Notes, with closing targeted by December 31, 2025, subject to Canadian Stock Exchange approval.

The Schwazze Notes bear 13% annual interest, payable quarterly, and mature on December 7, 2026, with Schwazze obligated to repay principal plus accrued interest at maturity. Schwazze is currently in default on its payment obligations under the Notes, which are secured by various Schwazze assets and subsidiaries. The filing also notes that Vireo’s Chief Executive Officer, John Mazarakis, is a partner of Chicago Atlantic Group, LP, an affiliate of the collateral agent for the Notes, highlighting a related-party connection.

Vireo Growth Inc. announced that its wholly owned subsidiary, Vireo Health, Inc., has entered into an Asset Purchase Agreement to acquire assets used in certain cannabis dispensaries in Colorado from PharmaCann Inc. and its subsidiaries. The buyer will issue subordinate voting shares of Vireo Growth with a value of $49,000,000.00 as consideration and will assume certain liabilities, with potential adjustments to the share consideration based on future events.

An affiliate of Vireo Growth has also signed a Management Services Agreement to provide management services for the dispensaries until closing. The transaction includes customary representations, warranties and covenants, and is subject to key conditions, including required regulatory approvals and consent from the Colorado Department of Revenue’s Marijuana Enforcement Division. The agreement can be terminated under specified circumstances, including if closing has not occurred by June 1, 2027, or if a governmental body blocks the deal, and there is no assurance the transaction will be completed.

Vireo Growth Inc. is registering 114,807,815 subordinate voting shares for resale by existing investors who received them in a prior transaction. These shares were issued at a deemed price of $0.54 to acquire approximately $91,000,000 in principal and accrued interest of 13% senior secured convertible notes of Schwazze for total consideration of approximately $62,000,000, and all resale proceeds will go to the selling securityholders, not the company. As of September 30, 2025, Vireo Growth had 923,898,809 subordinate voting shares outstanding.

The company is a vertically integrated cannabis operator with cultivation, manufacturing, wholesale and retail operations across six U.S. states and 36 dispensaries, supported by multiple house brands. Recent activity includes acquiring WholesomeCo, Proper Holdings entities and Deep Roots Holdings, and pursuing a restructuring of Schwazze through a credit bid of approximately $111 million of senior secured notes to acquire a majority of Schwazze’s assets via a new entity.

Vireo Growth also settled litigation with Verano Holdings through a comprehensive agreement valued at approximately $10,000,000 in real property and $1,000,000 in cash. Key risks highlighted include the continued illegality of cannabis under U.S. federal law, integration and leverage challenges related to recent mergers, ongoing net losses, potential share price pressure from large resales, and industry competition and regulatory uncertainty.

Vireo Growth Inc. reports that its subsidiary Vireo Health of Colorado entered into a restructuring support agreement with Medicine Man Technologies, Inc. d/b/a Schwazze to reshape Schwazze’s operations and capital structure. The plan includes selling a majority of Schwazze’s total assets to a newly formed entity that will ultimately be majority owned by Vireo and winding down Schwazze’s remaining operations.

On November 13, 2025, a public UCC foreclosure-style asset sale was held, where the collateral agent, at Vireo’s direction, credit bid approximately $111 million principal amount of 13% Senior Secured Convertible Notes due December 7, 2026. This credit bid won the sale. Schwazze then entered into an asset purchase agreement with the new entity, under which, once regulatory approvals and other conditions are met, the transferred assets will be exchanged for the new entity’s assumption of certain specified liabilities and the discharge of the notes included in the credit bid, with equity in the new entity to be distributed to noteholders and certain other parties.