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. 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. filed an amended report to add full-year 2025 financials for its newly acquired subsidiary Eaze, Inc. and pro forma results for the combined company. Eaze generated $141.1 million in 2025 sales and recorded a net loss of $24.1 million, with total assets of $101.8 million and stockholders’ equity of $18.8 million.
The amendment also provides pro forma 2025 figures as if the Eaze merger had been in place all year, showing combined revenue of $409.9 million and a net loss of $94.9 million. Vireo issued about 90.4 million subordinate voting shares, valued at an estimated $34.3 million, as closing consideration. Eaze operates cannabis cultivation, manufacturing and retail businesses in Colorado, California and Florida and is affected by U.S. tax rules such as Section 280E and evolving federal cannabis regulation, including a recent move to reclassify certain marijuana-related products to Schedule III.
Vireo Growth Inc. closed the acquisition of Agribusiness Holdings Limited Partnership, giving it indirect ownership of Bridgewell Agribusiness LLC, a supplier of organic and non-GMO food and agricultural products. The transaction used a base purchase price of US$40.0 million, with adjustments for debt and expenses resulting in a closing purchase price of about US$13.66 million.
As consideration, Vireo issued unsecured, subordinated convertible notes to the sellers with an aggregate principal of approximately US$13.66 million, bearing 3.85% annual interest and maturing in five years, convertible into an estimated 22,036,528 subordinate voting shares at a deemed price of US$0.62 per share on a pre-share consolidation basis. The company also assumed about US$30.35 million of existing indebtedness, including roughly US$22.0 million under a senior secured loan.
Vireo additionally agreed to acquire a Nevada dispensary from M3 Wellness for $500,000 (part cash, part shares) and a 49% indirect equity interest in Maryland dispensaries from HA-MD for $1.55 million, combining cash, a promissory note, and share consideration, each subject to regulatory and customary closing conditions.
Vireo Growth Inc. is implementing a 30-for-1 share consolidation of its subordinate, multiple, and super voting share classes, effective at market open on the record date of June 5, 2026. Shareholders approved a consolidation range and the board selected the 30-for-1 ratio.
After the consolidation, issued and outstanding Subordinate Voting Shares will decrease from 1,455,017,319 to approximately 48,500,577, and Multiple Voting Shares from 232,490 to approximately 7,749, with no Super Voting Shares outstanding. Each shareholder’s percentage ownership and voting power will remain effectively the same, subject to minor rounding.
No fractional shares will be issued; any fractions will be rounded down to the nearest whole share with no cash in lieu, and the exercise or conversion terms of outstanding convertible securities will be proportionately adjusted. The Subordinate Voting Shares will continue trading on the CSE as “VREO” and OTCQX as “VREOF” under new ISIN and CUSIP identifiers.
Vireo Growth Inc. has changed its independent auditor. On June 5, 2026, the Board, following the Audit Committee’s recommendation, dismissed Davidson & Company LLP as independent registered public accounting firm. Davidson’s audit reports for the years ended December 31, 2025 and 2024 contained no adverse opinions, disclaimers, or qualifications, and the company reports no disagreements or reportable events with Davidson.
On the same date, the Board approved the appointment of BDO USA, P.C. as Vireo’s new independent registered public accounting firm for the fiscal year ending December 31, 2026. A press release on June 9, 2026 framed the move as right-sizing the audit firm to support Vireo’s fast-paced M&A growth strategy in the cannabis market.
Vireo Growth Inc. director Christopher Hagedorn filed an initial Form 3 reporting his position in the company’s Subordinate Voting Shares. The filing shows he directly owns 0 Subordinate Voting Shares following the reported holding entry dated May 29, 2026, indicating no direct equity position in this class at that time.
Vireo Growth Inc. reported that shareholders approved all six proposals at its May 29, 2026 annual general and special meeting. A quorum was present and the number of directors was set at seven.
Shareholders elected all seven director nominees, authorized a share consolidation at a ratio between 20-for-1 and 40-for-1 at the board’s discretion, and reappointed Davidson & Company LLP as auditors. They also approved a Second Amendment to CEO John Mazarakis’s employment agreement and a related distribution of securities to him, as described in the company’s circular.
Vireo Growth Inc. completed the acquisition of its Johnstown, New York cannabis cultivation and production facility for US$88.5 million. The 389,000 square foot property was previously leased from a subsidiary of Innovative Industrial Properties and is now owned through Vireo’s subsidiary 256 County Route 117 Perth LLC.
The purchase was financed with a US$49.0 million seller-financed term loan bearing 15% annual interest and maturing on May 25, 2027, plus a US$41.0 million term loan from Chicago Atlantic at prime plus 5.75% maturing on May 28, 2028. Both loans are secured by mortgages on the property and are guaranteed by Vireo or its subsidiaries, increasing the company’s secured debt while giving it full ownership of a key operating asset.
Vireo Growth Inc. director Hussey Ross Michael reported equity-based compensation grants on May 15, 2026. He received 80,000 restricted stock units and a separate grant of 96,859 restricted stock units, each tied to one subordinate voting share per unit.
He also received stock options over 95,310 subordinate voting shares and another option grant over 115,506 shares, with an exercise price of 0.424 per share and expiration on May 14, 2036. The footnotes state that both RSUs and options vest in three equal annual portions, beginning on the grant date and continuing through March 31, 2028, with RSUs settling in cash, shares, or a mix after vesting.