Welcome to our dedicated page for Vireo Growth SEC filings (Ticker: VREOF), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Vireo Growth Inc. (VREOF) SEC filings page on Stock Titan provides direct access to the company’s U.S. regulatory disclosures, along with AI-powered summaries that help explain complex documents. Vireo is a British Columbia corporation with principal offices in Minneapolis, Minnesota, and it files current and periodic reports as an emerging growth company under the Securities Exchange Act.
Investors researching VREOF can use this page to review Form 8-K filings that describe material events such as mergers, asset purchases, restructurings, and financing transactions. For example, Vireo has filed multiple Form 8-K reports detailing its Agreement and Plan of Merger with Eaze Inc., its Asset Purchase Agreement to acquire Colorado dispensary assets and properties from PharmaCann Inc., and its Convertible Note Secondary Sale and Purchase Agreements related to Schwazze’s 13% Senior Secured Convertible Notes. Other 8-K filings outline the restructuring support agreement with Schwazze, the outcome of a public disposition of collateral, and the planned transfer of assets to a new entity to be majority-owned by Vireo.
Additional 8-Ks cover topics such as the acquisition of additional Schwazze notes, the resolution of litigation with Verano Holdings Corp., and the release of quarterly financial results. These filings often include detailed descriptions of consideration paid in subordinate voting shares, lock-up arrangements, security interests, and conditions precedent, as well as extensive forward-looking statement disclosures and references to risk factors in the company’s Form 10-K and Form 10-Q reports.
On Stock Titan, AI-generated insights can help readers quickly identify the key terms, conditions, and implications of each filing, from unregistered sales of equity securities to restructuring milestones and regulatory approval requirements. Users can also track how Vireo reports non-GAAP metrics, capital structure changes, and major transactions over time through its SEC submissions, while the platform’s real-time updates ensure new filings from EDGAR are incorporated as they are made available.
Vireo Growth Inc. disclosed that, under its Asset Purchase Agreement to acquire certain PharmaCann Inc. Colorado retail assets, it has delivered 90,740,741 subordinate voting shares from treasury into escrow with Odyssey Trust Company. These shares may be released as consideration when the asset acquisition closes.
The related Management Services Agreement became effective on March 22, 2026, allowing a Vireo affiliate to manage the PharmaCann Colorado assets until closing. The company expects the acquisition to close in the second fiscal quarter of 2026, subject to regulatory approval and other conditions in the APA.
Vireo Growth Inc. completed the acquisition of key assets from Schwazze, including 45 dispensaries across Colorado and New Mexico and two manufacturing facilities, using a credit bid of approximately $111 million of Schwazze’s 13% senior secured notes and assumption of specified liabilities. The credit bid discharged the notes at closing, and a Vireo subsidiary became majority owner of NewCo, which now holds the acquired assets.
To fund its role as lender, CO Acquisition Vehicle entered into a $26,000,000 term loan facility, with $25,000,000 initially advanced at a fixed 20.0% interest rate and a make-whole on certain prepayments through March 30, 2027. NewCo separately entered into a senior secured term loan facility with Chicago Atlantic affiliates, consisting of a Tranche A term loan of about $50 million maturing in 2031 and a Tranche B term loan of about $12.7 million maturing in 2033, both bearing fixed interest of 12.0% payable semi-annually.
The press release notes Vireo is acquiring 24 dispensaries in Colorado, 21 in New Mexico and one manufacturing facility in each state at an assumed share price of $0.661, at an implied estimated valuation of under 4x pro forma EBITDA. Vireo positions the deal as part of a strategy to build a scaled retail presence in Colorado and New Mexico that could grow to over 75 dispensaries over time, and appoints Justin Dye as chairman and Forrest Hoffmaster as CEO of the regional business.
Vireo Growth Inc. files its annual report describing a rapidly expanding, vertically integrated U.S. cannabis operator. The company is listed on the CSE and OTCQX and, as of March 17, 2026, had 1,057,131,571 Subordinate Voting Shares and 233,192 Multiple Voting Shares outstanding. Non‑affiliate equity value was about $345,970,203 as of June 30, 2025.
Vireo operates cultivation, manufacturing, wholesale, and retail across six core states, with 36 dispensaries in Maryland, Minnesota, Missouri, Nevada, New York, and Utah. It completed all‑share mergers in 2025 with Deep Roots, Proper, and Wholesome, adding cultivation, processing, and retail assets and new management teams.
The company outlines pending transactions, including a restructuring‑driven Schwazze asset deal, a $49.0 million share‑based acquisition of Colorado dispensary assets from PharmaCann, and an estimated $47.0 million share‑for‑share merger with Eaze, which would expand into California and Florida and add further Colorado stores. Vireo also details its regulatory environment, unionized workforce of 612 employees, intellectual property portfolio, and extensive federal and state cannabis legal risks.
Vireo Growth Inc. reported a transformative 2025 with rapid revenue expansion but continuing losses and a much larger balance sheet. Q4 GAAP revenue reached $104.5 million, up 317.7% from $25.0 million, driven largely by recently closed acquisitions. Q4 GAAP gross profit rose to $56.9 million and Adjusted EBITDA grew to $29.5 million, giving a 28.2% margin and showing improved profitability on an operating basis.
On a pro forma basis that assumes prior mergers were in place, Q4 revenue grew 26.1% year over year and pro forma Adjusted EBITDA rose 30.0%. Full-year 2025 revenue was $268.8 million versus $99.4 million, but the company still posted a net loss of $68.1 million. As of December 31, 2025, Vireo held $122.5 million in cash and total current assets of $305.1 million against $191.5 million in current liabilities, including a large uncertain tax liability. Management highlighted completed integrations of Deep Roots, Proper, and Wholesome with realized overhead synergies and outlined further expansion via pending all-share acquisitions of PharmaCann Colorado dispensary assets and Eaze, plus a nonbinding MOU to potentially acquire Hawthorne.
Vireo Growth Inc. disclosed that it has signed an Agreement and Plan of Merger to combine with Eaze Inc.. The deal values Eaze at approximately US$47 million in base consideration, to be paid in Vireo subordinate voting shares, with the exact share count based on a reference price of US$0.56 per share and subject to post-closing adjustments for cash, debt, working capital, transaction expenses, and tax items.
Former Eaze stockholders may receive additional earnout payments in Vireo shares after December 31, 2026, based on Eaze Adjusted EBITDA formulas, capped at no more than the number of shares issued at closing. Eaze holders will sign lock-up agreements that gradually release their Vireo shares between March 1, 2027 and March 1, 2028. Closing depends on shareholder approvals, regulatory consents including Canadian Stock Exchange approval, minimum cash at closing, and absence of material adverse effects.
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.