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. (symbol: VREOF) is the issuer of record for a Form 8-K filing submitted to the SEC.
Vireo Growth Inc. (VREOF) reports a Regulation D exempt securities offering under Rule 506(b). The company has sold $47,676,969 USD of securities, with up to an additional $1,000,000 USD that may be received based on the final resolution of indemnification claims under a Shares Escrow Agreement. The offering includes equity, options or warrants, and other rights, and the notice is a new filing with the first sale occurring on August 7, 2026. No finders’ fees are reported, and some proceeds may be used in the ordinary course of business to pay salaries to certain executive officers and directors.
Vireo Growth Inc. (VREOF) announced that its Board has authorized a Normal Course Issuer Bid, allowing the company to repurchase up to 2,426,872 subordinate voting shares. This represents approximately 16.75% of issued and outstanding subordinate voting shares as of August 13, 2026.
The program runs from August 17, 2026 to August 17, 2027, with purchases made on the Canadian Securities Exchange through Haywood Securities Inc. under an automatic repurchase plan. Haywood may buy shares at prices up to US$18.75 per share, within preset parameters. Any shares repurchased will be cancelled, and Vireo is not obligated to purchase any shares. As of August 13, 2026, Vireo had 48,517,509 subordinate voting shares and 7,718 multiple voting shares outstanding, with the multiple voting shares convertible into 771,800 subordinate voting shares.
Vireo Growth Inc. reported sharp expansion for the six months ended June 30, 2026, driven by multiple acquisitions and a new non-cannabis segment. Revenue rose to $315.5 million from $72.6 million a year earlier, with second‑quarter revenue of $209.3 million. Despite this growth, the company recorded a six‑month net loss of $20.4 million, though second‑quarter results were close to breakeven.
Total assets increased to $1,273.7 million, including cash of $103.1 million and restricted cash of $19.6 million, while total liabilities were $831.2 million. Long‑term debt (excluding current portion) rose to $257.2 million and convertible debt to $22.3 million. Operating activities generated $14.3 million of cash, offset by $61.7 million used in investing and $47.6 million provided by financing.
The company completed the acquisitions of Eaze, Hawthorne, Bridgewell, and Vireo Health of Rocky Mountain, significantly enlarging its retail cannabis footprint and adding a non‑cannabis horticulture and agricultural products segment. The Hawthorne deal generated a $21.7 million bargain purchase gain. Vireo also effected a 30‑for‑1 share consolidation, leaving 45,044,826 Subordinate Voting Shares outstanding at June 30, 2026. A recent DEA rule rescheduling qualifying medical marijuana to Schedule III is expected to allow state‑licensed medical operators to deduct ordinary business expenses for U.S. federal tax purposes.
Vireo Growth Inc. disclosed two major developments. First, indirect subsidiary Prolific Supply LLC and affiliates entered into a senior secured, asset-based revolving credit facility with Bank of Montreal and other lenders, providing up to $85 million in aggregate commitments, with the ability to increase commitments by up to an additional $20 million to a potential total of $105 million. The facility matures on August 7, 2031 and bears interest at either Term SOFR plus 1.75%–2.00% or a base rate plus 0.75%–1.00%, and includes a 0.25% annual unused fee on undrawn amounts. Borrowings are secured by a first‑priority lien on substantially all assets of the loan parties and are guaranteed by key subsidiaries.
Second, Vireo completed the previously announced acquisition of certain Colorado retail cannabis assets from PharmaCann Inc. for total consideration of approximately $48.7 million, paid through the issuance of 3,004,751 subordinate voting shares and the assumption of certain liabilities. Of these, 2,943,023 shares were released at closing and 61,728 are held back for nine months. The acquired business includes 17 dispensaries, expanding Vireo’s Colorado retail footprint to 56 operational locations, with the operations now fully integrated into the company’s Colorado platform.
Vireo Growth Inc. reported a transformative second quarter for the period ended June 30, 2026, driven by an aggressive acquisition strategy in cannabis and agribusiness. GAAP revenue reached $209.3 million, up 335.1% year-over-year, with cannabis revenue of $175.8 million and non-cannabis revenue of $33.5 million. GAAP gross profit increased to $95.3 million, while adjusted EBITDA rose to $41.5 million from $13.3 million, although the adjusted EBITDA margin declined to 19.8% from 27.7% as integration and deal-related costs weighed on profitability.
The company closed the Hawthorne, Eaze and Bridgewell deals in the quarter and subsequently completed the PharmaCann acquisition, among other transactions. On a pro forma basis including key acquisitions, revenue would have been $254.9 million, and management states that, assuming all announced deals close, Vireo would operate approximately 270 dispensaries, potentially making it one of the largest U.S. cannabis operators by store count. The balance sheet expanded to $1.27 billion in total assets, with cash and restricted cash of $122.7 million and stockholders’ equity of $442.5 million, alongside higher debt and a $172.8 million uncertain tax liability.
Vireo Growth Inc. agreed to acquire four Ohio cannabis businesses—FarmaceuticalRx LLC, FarmaceuticalRx2 LLC, Canoe Hill Ohio LLC, and CAOH LLC—through all‑share transactions with an expected aggregate purchase price of approximately $208 million, satisfied by about 11 million subordinate voting shares issued in three tranches.
The Ohio entities contribute eight dispensaries, a cultivation and processing facility, and related real estate, creating a vertically integrated platform in Ohio. Each deal features 50% share consideration at closing and two 25% tranches at 90 and 180 days, with later tranches priced off a floor of $17.25 per share or a 20‑day VWAP, and 10% of shares placed in 24‑month escrow. Performance‑based mechanisms allow Vireo to claw back up to 25% of consideration shares if 2027 EBITDA and margin targets are not met while the share price exceeds $31.50.
One transaction, the CAOH acquisition, is a related party transaction under MI 61‑101 because CEO John Mazarakis is a seller; he will receive 421,344 shares, increasing his holdings by about 128.5%, and recused himself from board approval. Closings are subject to customary conditions and regulatory approvals and are expected in Q4 2026.
Vireo Growth Inc. entered an Agreement and Plan of Merger to acquire all outstanding equity of Planet 13 Holdings Inc. through a stock-for-stock merger in which a Vireo subsidiary will merge into Planet 13, with Planet 13 surviving as a wholly owned subsidiary.
At closing, each Planet 13 common share will be converted into the right to receive 0.015383618 Vireo subordinate voting share, with out-of-the-money options cancelled, in-the-money options converted into Vireo options, RSUs vesting and delivering shares that receive the same consideration, and warrants adjusting to become exercisable for Vireo shares based on the exchange ratio. The deal requires Planet 13 stockholder approvals, including minority approval under Canadian securities rules, regulatory clearances including cannabis approvals, and other customary conditions. The agreement provides non-solicitation covenants with a fiduciary out, an outside date of July 26, 2027 that may be extended to October 26, 2027 for outstanding cannabis approvals, voting and lock-up agreements with key Planet 13 holders, and a $1,800,000 termination fee payable by Planet 13 in specified circumstances.
Vireo Growth Inc. agreed to acquire Planet 13 Holdings Inc. through a merger in which each Planet 13 common share (other than specified excluded shares) will be converted into the right to receive 0.015383618 of a Vireo subordinate voting share, subject to the Merger Agreement’s terms. The implied consideration reflects a 16.6% premium to Planet 13’s 20‑day volume weighted average price and a 24% premium to its closing price on July 24, 2026. Completion depends on Planet 13 stockholder approval (including a majority of disinterested votes under Multilateral Instrument 61‑101), effectiveness of a Form S‑4 registration statement, Canadian Securities Exchange approval for listing the new Vireo shares, and required cannabis regulatory approvals.
Strategically, the transaction is expected to add 36 dispensaries, three active cultivation and production assets, expansion capacity of up to 2.3 million square feet in Nevada, a distribution license, and a cannabis consumption lounge license, deepening Vireo’s positions in Nevada and Florida and supporting its Illinois platform. After completing this and previously announced acquisitions, Vireo is expected to operate approximately 265 dispensaries across 15 states, positioning it as the largest U.S. cannabis operator by dispensary count. The Merger Agreement includes a US$1,800,000 termination fee payable by Planet 13 to Vireo in specified circumstances.
Vireo Growth Inc., through subsidiary Vireo Health of Arcadia, LLC, agreed to acquire cannabis cultivation, manufacturing and retail operations from subsidiaries of The Cannabist Company across Colorado, Illinois, Massachusetts, New Jersey and West Virginia for up to US$35 million, including up to US$18.75 million in cash and up to US$16.25 million in seller financing.
The transaction, to be implemented through a Canadian court sale process tied to Cannabist’s CCAA proceedings, is expected to close market by market through 2026 and into 2027, subject to a sale approval order and extensive cannabis regulatory approvals. Vireo expects the deal to add up to 25 dispensaries, one cultivation and one production asset, bringing its pro forma retail footprint to about 230 dispensaries across 15 states and deepening its Colorado presence to eight dispensaries. The companies highlight significant regulatory, operational and integration risks, and indicate there is no assurance that all market-level closings will be completed.