Vireo Growth Q3 2026 revenue rises to $254M
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Vireo Growth Inc. reported third-quarter 2026 revenue of $253.7 million, compared with $91.7 million a year earlier. Income from operations was $7.6 million versus $0.8 million, while net loss was $24.0 million versus $26.3 million. For the nine months ended September 30, 2026, revenue was $569.2 million versus $164.3 million and net loss was $44.4 million versus $47.7 million. Net cash provided by operating activities was $18.8 million, compared with net cash used of $15.0 million in the comparable 2025 period.
During 2026, the company completed acquisitions of Eaze, Hawthorne, Bridgewell, Vireo Health of Rocky Mountain, PharmaCann and C21; Hawthorne and Bridgewell expanded it into non-cannabis operations. On November 2, 2026, the company announced that the DEA had granted registrations for all 41 of its state-licensed medical cannabis dispensaries in Florida. Vireo says state-licensed medical marijuana entities are no longer subject to Section 280E’s deduction disallowance and may deduct ordinary and necessary business expenses.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointThird-quarter revenue: $253.7 million versus $91.7 million.
- Moderate pointThird-quarter operating income: $7.6 million versus $0.8 million.
- Moderate pointOperating cash flow: $18.8 million provided versus $15.0 million used.
- Moderate pointDEA granted registrations for all 41 Florida medical dispensaries.
- Minor pointQuarterly net loss narrowed to $24.0 million from $26.3 million.
Negative
- None.
Filing Explained
Beyond completed acquisition issuances, 2,666,667 Hawthorne warrant shares and an estimated 734,551 Bridgewell conversion shares remain conditional.
A Form 10-Q is an unaudited quarterly report covering interim financial statements and updates to risks and liquidity. This filing reports 51,014,909 subordinate voting shares outstanding on
For Hawthorne, Vireo issued 7,100,000 subordinate voting shares and warrants to purchase 2,666,667 more at $25.50 per share, with a five-year term. Bridgewell’s $14.3 million convertible notes are convertible on or after the second anniversary of closing into an estimated 734,551 shares, subject to final adjustment.
Former Eaze stockholders may receive additional shares after
Key Figures
Key Terms
Section 280E regulatory
Partial Rescheduling Rule regulatory
Schedule I regulatory
contingent consideration financial
Level 3 inputs financial
equity method financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What was VREOF’s revenue in the third quarter of 2026?
What net loss did VREOF report for the third quarter of 2026?
Does marijuana rescheduling cover VREOF’s adult-use operations?
AI-generated analysis. How Rhea-AI works. Not financial advice.
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| ||
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
| ||
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number:
(Exact name of registrant as specified in its charter)
| | |
British Columbia, | | |
(State or other jurisdiction of | | (I.R.S. Employer |
| | |
| ||
(Address of principal executive offices) | | (Zip Code) |
| | |
| ( | |
| (Registrant’s telephone number, including area code) | |
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| | | | |
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
None | | None | | None |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ◻ | | Accelerated filer | ◻ |
þ | | Smaller reporting company | ||
| | | Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of November 10, 2026, the registrant had the following number of shares of each of its classes of registered securities outstanding: Subordinate Voting Shares –
Table of Contents
EXPLANATORY NOTE
On June 1, 2026, Vireo Growth Inc. announced that its Board of Directors approved a share consolidation of its Subordinate Voting Shares, Multiple Voting Shares, and Super Voting Shares at a ratio of 30-for-1 (the "Share Consolidation"), pursuant to authority granted by shareholders at the Company's annual general and special meeting held on May 29, 2026. The Share Consolidation became effective at market open on the record date of June 5, 2026, at which time every thirty (30) issued and outstanding shares of each applicable class were consolidated into one (1) share of the same class, with no fractional shares issued. Accordingly, all share and per share amounts in this Quarterly Report on Form 10-Q have been retroactively adjusted to reflect the impact of the Share Consolidation for all periods presented herein, including the financial statements and notes thereto.
VIREO GROWTH INC.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION | 3 |
ITEM 1 – FINANCIAL STATEMENTS | 3 |
Condensed Consolidated Balance Sheets – September 30, 2026 (unaudited) and December 31, 2025 | 3 |
Condensed Consolidated Statements of Net Loss and Comprehensive Loss – Three and Nine Months Ended September 30, 2026 and 2025 (unaudited) | 4 |
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficiency) - Three and Nine Months Ended September 30, 2026 and 2025 (unaudited) | 5 |
Condensed Consolidated Statements of Cash Flows – Nine Months Ended September 30, 2026 and 2025 (unaudited) | 6 |
Notes to Unaudited Consolidated Financial Statements | 7 |
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 49 |
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 64 |
ITEM 4 - CONTROLS AND PROCEDURES | 64 |
PART II – OTHER INFORMATION | 64 |
ITEM 1 - LEGAL PROCEEDINGS | 64 |
ITEM 1A – RISK FACTORS | 64 |
ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 64 |
ITEM 5 - OTHER INFORMATION | 65 |
ITEM 6 - EXHIBITS | 65 |
SIGNATURES | 67 |
2
Table of Contents
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
VIREO GROWTH INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Millions of U.S. Dollars, except per share amounts, unaudited)
| | | | | | |
| | September 30, | | December 31, | ||
| | 2026 | | 2025 | ||
Assets |
| | |
| | |
Current assets: |
| | |
| | |
Cash | | $ | | | $ | |
Restricted cash | | | | | | |
Marketable securities | | | — | | | |
Accounts receivable, net | |
| | |
| |
Income tax receivable | | | | |
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Inventories, net | |
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Supply agreement asset - current | | | | |
| — |
Prepayments and other current assets | |
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Warrants held | |
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Notes receivable - current | | | | | | |
Other assets | |
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Total current assets | |
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Property and equipment, net | |
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Operating lease, right-of-use asset | |
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Intangible assets, net | |
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| |
Goodwill | | | | | | |
Supply agreement asset - non-current | | | | | | — |
Investments | | | | | | |
Notes receivable, net | | | | | | — |
Deposits | |
| | |
| |
Other assets | | | | | | — |
Indemnified tax assets | | | | | | |
Total assets | | $ | | | $ | |
Liabilities | |
| | |
| |
Current liabilities | |
| | |
| |
Accounts payable and accrued liabilities | | $ | | | $ | |
Convertible debt, current portion | | | | | | |
Long-term debt, current portion | | | | | | |
Operating lease liabilities - current | |
| | |
| |
Other liabilities - current | | | | | | — |
Uncertain tax liability - current | | | — | | | |
Contingent consideration | | | | | | — |
Derivative liability | | | — | | | |
Total current liabilities | |
| | |
| |
Finance lease liabilities | |
| | |
| |
Operating lease liabilities | | | | | | |
Long-term debt, net | |
| | |
| |
Convertible debt, net | | | | | | |
Contingent consideration | | | — | | | |
Uncertain tax liability | | | | |
| — |
Deferred tax liabilities | | | | | | |
Other long-term liabilities | | | | | | |
Total liabilities | | | | | | |
| | | | | | |
Commitments and contingencies | |
| | |
| |
| | | | | | |
Stockholders’ equity | |
| | |
| |
Subordinate Voting Shares ($- par value, unlimited shares authorized); ( | |
| — | |
| — |
Multiple Voting Shares ($- par value, unlimited shares authorized); ( | |
| — | |
| — |
Additional paid in capital | |
| | |
| |
Accumulated deficit | |
| ( | |
| ( |
Total stockholders' equity | | $ | | | $ | |
Total liabilities and stockholders' equity | | $ | | | $ | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
Table of Contents
VIREO GROWTH INC.
CONDENSED CONSOLIDATED STATEMENTS OF NET LOSS AND COMPREHENSIVE LOSS
(In Millions of U.S. Dollars, except share amounts, unaudited)
| | | | | | | | | | | | |
| | Three Months Ended | | Nine Months Ended | ||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | ||||
Revenue | | $ | | | $ | | | $ | | | $ | |
Cost of sales | |
| | |
| | |
| | |
| |
Product costs | |
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| |
Non-cash product costs | | | | | | | | | | | | |
Inventory valuation adjustments | |
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| |
Gross profit | |
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| |
Operating expenses: | |
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| |
Selling, general and administrative expenses | |
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Transaction and integration expenses | | | | | | | | | | | | |
Depreciation | |
| | |
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Amortization | |
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Total operating expenses | |
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| | | | | | | | | | | | |
Income (loss) from operations | |
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| | | | | | | | | | | | |
Other income (expense): | |
| | |
| | |
| | |
| |
Interest expenses, net | |
| ( | |
| ( | |
| ( | |
| ( |
Interest expense on finance lease liabilities - Minnesota & New York | | | ( | | | ( | | | ( | | | ( |
Interest income | | | | | | | | | | | | |
Bargain purchase gain | |
| ( | |
| — | |
| | |
| — |
Gain (loss) on disposal of assets and debt | |
| | |
| ( | |
| ( | |
| ( |
Gain (loss) on change in the fair value of contingent consideration | | | | | | — | | | | | | — |
Derivative gain (loss) | | | | | | — | | | | | | — |
Other income (expenses) | |
| | |
| | |
| | |
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Other income (expenses), net | |
| ( | |
| ( | |
| | |
| ( |
| | | | | | | | | | | | |
Income (loss) before income taxes | |
| | |
| ( | |
| | |
| ( |
| | | | | | | | | | | | |
Deferred income tax recoveries (expenses) | | | | | | — | | | | | | — |
Current income tax expenses | |
| ( | |
| ( | |
| ( | |
| ( |
Net income (loss) and comprehensive income (loss) | |
| ( | |
| ( | |
| ( | |
| ( |
Net income (loss) per share - basic and diluted | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
Weighted average shares used in computation of net loss per share - basic and diluted | | | | | | | |
| | |
| |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
4
Table of Contents
VIREO GROWTH INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(In Millions of U.S. Dollars, except share amounts, unaudited)
| | | | | | | | | | | | | | | | | | | |
| | Common Stock | | | | | | | | | |||||||||
| | SVS | | MVS | | | | | | | | Total | |||||||
| | | | | | | | | | | | Additional Paid- | | Accumulated | | Stockholders' | |||
| | Shares | | Amount | | Shares | | Amount | | in Capital | | Deficit | | Equity | |||||
Balance, January 1, 2025 | | | | $ | — |
| | | $ | — |
| $ | | | $ | ( | | $ | |
Conversion of MVS shares |
| | |
| — |
| ( | |
| — |
|
| — | |
| — | |
| — |
Stock-based compensation |
| — | | | — | | — | | | — | | | | | | — | |
| |
Stock issuance | | | | | — | | — | | | — | | | — | | | — | | | — |
Net settlement of stock-based compensation | | ( | | | — | | — | | | — | | | ( | | | — | | | ( |
Options exercised | | | | | — | | — | | | — | | | | | | — | | | |
Warrants exercised | | | | | — | | — | | | — | | | — | | | — | | | — |
Shares issued in Wholesome acquisition | | | | | — | | — | | | — | | | | | | — | | | |
Shares issued in Proper acquisition | | | | | — | | — | | | — | | | | | | — | | | |
Shares issued in Deep Roots acquisition | | | | | — | | — | | | — | | | | | | — | | | |
Net Loss |
| — | | | — | | — | | | — | | | — | | | ( | |
| ( |
Balance at September 30, 2025 |
| | | $ | — |
| | | $ | — |
| $ | | | $ | ( | | $ | |
| | | | | | | | | | | | | | | | | | | |
Balance, January 1, 2026 | | | | | — |
| | | | — |
| | | | | ( | | | |
Conversion of MVS shares | | | | | — | | ( | | | — | | | — | | | — | | | — |
Stock-based compensation | | — | | | — | | — | | | — | | | | | | — | | | |
Settlement of dilutive securities | | | | | — | | — | | | — | | | — | | | — | | | — |
Net settlement of stock-based compensation | | ( | | | — | | — | | | — | | | — | | | — | | | — |
Shares issued to joint venture partner | | | | | — | | — | | | — | | | | | | — | | | |
Shares and RSUs issued in Eaze acquisition | | | | | — | | — | | | — | | | | | | — | | | |
Shares and warrants issued in Hawthorne acquisition | | | | | — | | — | | | — | | | | | | — | | | |
Shares and warrants issued in C21 acquisition | | | | | — | | — | | | — | | | | | | — | | | |
Shares issued in PharmaCann acquisition | | | | | — | | — | | | — | | | | | | — | | | |
Phytonatural deferred share issuance | | — | | | — | | — | | | — | | | | | | — | | | |
Other share issuances | | | | | — | | — | | | — | | | | | | — | | | |
Repurchase of SVS shares | | ( | | | — | | — | | | — | | | ( | | | — | | | ( |
Effect of share consolidation, including rounding of fractional shares | | ( | | | — | | ( | | | — | | | — | | | — | | | — |
Net Loss |
| — | |
| — |
| — | |
| — |
|
| — | |
| ( | |
| ( |
Balance at September 30, 2026 |
| | | $ | — |
| | | $ | — |
| $ | | | $ | ( | | $ | |
| | | | | | | | | | | | | | | | | | | |
| | Common Stock | | | | | | | | | |||||||||
| | SVS | | MVS | | | | | | | | Total | |||||||
| | | | | | | | | | | | Additional Paid- | | Accumulated | | Stockholders' | |||
| | Shares | | Amount | | Shares | | Amount | | in Capital | | Deficit | | Equity (deficiency) | |||||
Balance, July 1, 2025 |
| | | $ | — | | | | $ | — | | $ | | | $ | ( | | $ | |
Conversion of MVS shares | | — | | | — | | — | | | — | | | — | | | — | | | — |
Stock-based compensation |
| — | |
| — |
| — | |
| — |
|
| | |
| — | |
| |
Options exercised | | | | | — | | — | | | — | | | — | | | — | | | — |
Net Loss |
| — | | | — | | — | | | — | | | — | | | ( | |
| ( |
Balance at September 30, 2025 | | | | $ | — | | | | $ | — | | $ | | | $ | ( | | $ | |
| | | | | | | | | | | | | | | | | | | |
Balance, July 1, 2026 | | | | $ | — | | | | $ | — | | $ | | | $ | ( | | $ | |
Stock-based compensation | | — | | | — | | — | | | — | | | | | | — | | | |
Shares and warrants issued in C21 acquisition | | | | | — | | — | | | — | | | | | | — | | | |
Shares issued in PharmaCann acquisition | | | | | — | | — | | | — | | | | | | — | | | |
Phytonatural deferred share issuance | | — | | | — | | — | | | — | | | | | | — | | | |
Other share issuances | | | | | — | | — | | | — | | | | | | — | | | |
Repurchase of SVS shares | | ( | | | — | | — | | | — | | | ( | | | — | | | ( |
Net Loss | | — | | | — | | — | | | — | | | — | | | ( | | | ( |
Balance at September 30, 2026 | | | | $ | — | | | | $ | — | | $ | | | $ | ( | | $ | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
Table of Contents
VIREO GROWTH INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Millions of U.S. Dollars, unaudited)
| | | | | | |
| | Nine Months Ended September 30, | ||||
| | 2026 | | 2025 | ||
CASH FLOWS FROM OPERATING ACTIVITIES | | | |
| | |
Net loss | | $ | ( | | $ | ( |
Adjustments to reconcile net loss to net cash used in operating activities: | |
| | |
| |
Non-cash amortization of inventory step up included in product costs | | | | | | |
Inventory valuation adjustments | |
| | |
| |
Depreciation | |
| | |
| |
Depreciation capitalized into inventory | |
| | |
| |
Non-cash operating lease expense | |
| | |
| |
Amortization of intangible assets | |
| | |
| |
Stock-based compensation | |
| | |
| |
(Gain) loss on warrants held | | | | | | |
Deferred income tax expense (benefit) | | | ( | | | — |
Derivative (gain) loss | | | ( | | | |
Bargain purchase gain | | | ( | | | — |
Loss on extinguishment of debt | | | — | | | |
Interest expense | |
| | |
| |
Bad debt expense | |
| | |
| |
Accretion of interest on right-of-use finance lease liabilities | |
| — | |
| |
(Gain) loss on change in the fair value of contingent consideration | | | ( | | | — |
Other share issuances | | | | |
| — |
Loss (gain) on disposal of assets | | | | | | ( |
Change in operating assets and liabilities, net of acquisitions: | |
| | |
| |
Accounts receivable | |
| ( | |
| ( |
Prepaid expenses | |
| | |
| ( |
Inventory | |
| ( | |
| ( |
Sale (purchase) of marketable securities | | | | |
| — |
Income taxes | | | | | | |
Uncertain tax position liabilities | | | | | | |
Accounts payable and accrued liabilities | |
| ( | |
| ( |
Changes in operating lease liabilities | | | ( | |
| ( |
Change in assets and liabilities held for sale | |
| — | |
| ( |
Net cash provided by (used in) operating activities | | | | | | ( |
| | | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |
| | |
| |
Purchases of property, plant, and equipment | | | ( | | | ( |
Acquisition of Vireo Health of Rocky Mountain, net of cash paid | | | | | | — |
Acquisition of Eaze, net of cash paid | | | | | | — |
Acquisition of Hawthorne, net of cash paid | | | | | | — |
Acquisition of Bridgewell, net of cash paid | | | | | | — |
Acquisition of Wholesome, net of cash paid | | | — | | | |
Acquisition of Deep Roots, net of cash paid | | | — | | | |
Acquisition of Proper, net of cash paid | | | — | | | |
Acquisition of C21, net of cash paid | | | | | | — |
Acquisition of PharmaCann, net of cash paid | | | | | | — |
Investment in equity method investee | | | ( | | | — |
Capitalized software development costs | | | ( | | | ( |
Fundings of loans held for investment | | | ( | | | — |
Sale (purchase) of marketable securities | | | — | | | ( |
Deposits | | | ( | | | ( |
Net cash provided by (used in) investing activities | | | ( | | | |
| | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | |
Proceeds from long-term debt, net of issuance costs | | | | | | |
Repurchase of SVS shares | | | ( | | | — |
Proceeds from option exercises | | | — | | | |
Debt principal payments | | | ( | | | ( |
Net cash provided by (used in) financing activities | | | | | | |
| | | | | | |
Net change in cash | | | ( | | | |
| | | | | | |
Cash and restricted cash, beginning of period | | | | | | |
| | | | | | |
Cash and restricted cash, end of period | | $ | | | $ | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
6
Table of Contents
VIREO GROWTH INC.
Notes to Unaudited Condensed Consolidated Financial Statements
(Amounts in millions, except share and per share data)
1. Description of Business and Summary
Vireo Growth Inc. (“Vireo Growth” or the “Company”) was incorporated under the Alberta Business Corporations Act on November 23, 2004, and continued under the British Columbia Corporations Act on December 9, 2013. The Company's subordinate voting shares are listed on the Canadian Securities Exchange (the “CSE”) and quoted on the OTCQX under the ticker symbols “VREO” and “VREOF”, respectively.
Vireo Growth was founded in 2014 as a medical cannabis company and has since developed a disciplined, strategically aligned platform within the cannabis industry. The Company’s mission is to provide safe access, quality products, and value to its customers. Vireo Growth operates cultivation, production, and dispensary facilities in California, Colorado, Florida, Maryland, Minnesota, Missouri, Nevada, New Mexico, New York, and Utah. The Company allocates capital and talent to areas expected to generate long-term value.
On April 8, 2026, the Company completed the acquisition of The Hawthorne Gardening Company LLC and certain of its subsidiaries ("Hawthorne") from The Scotts Miracle-Gro Company. On June 5, 2026, the Company completed the acquisition of all of the issued and outstanding partnership interests of Agribusiness Holdings Limited Partnership, including its subsidiary Bridgewell Agribusiness LLC and certain other subsidiaries ("Bridgewell"). Together, these acquisitions represent the Company's strategic expansion into operations outside of the cannabis industry, and create a new non-cannabis reportable segment.
Hawthorne is a leading provider of nutrients, lighting, and other materials used for indoor and hydroponic gardening in North America. Bridgewell is a global supplier of organic, non-GMO, and conventional food and agricultural products, including natural ingredients such as grains, flours, edible oils, beans, nuts, and specialty ingredients, serving food manufacturers and retailers. See Note 3 for additional information regarding the acquisitions and Note 18 for segment information.
On June 1, 2026, Vireo Growth announced that its Board of Directors (the “Board”) approved a share consolidation of its Subordinate Voting Shares, Multiple Voting Shares, and Super Voting Shares at a ratio of
While marijuana and CBD-infused products are legal under the laws of several U.S. states (with vastly differing restrictions), the United States Federal Controlled Substances Act (the “CSA”) classifies “marijuana” as a Schedule I drug. Under U.S. federal law, a Schedule I drug or substance has a high potential for abuse, has no accepted medical use in the United States, and lacks accepted safety for use under medical supervision. Recent federal action regarding rescheduling, however, expressly acknowledges the distinction between medical cannabis and adult-use cannabis by indicating that medical cannabis has an accepted use for treating certain conditions.
On May 16, 2024, the Drug Enforcement Administration (“DEA”) issued a Notice of Proposed Rulemaking (“NPRM”) to reschedule marijuana from Schedule I to Schedule III under the CSA. On December 18, 2025, President Trump issued an executive order directing the United States Department of Justice to move forward with rescheduling marijuana to Schedule III as quickly as possible, consistent with federal law.
On April 28, 2026, the DEA issued a final rule (the “Partial Rescheduling Rule”) that rescheduled to Schedule III (i) U.S. Food and Drug Administration (“FDA”)-approved drug products containing marijuana and (ii) marijuana in any form
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covered by a state medical marijuana license. To enable state-licensed medical marijuana entities to operate compliantly under Schedule III, the DEA also created a new pathway for state-licensed medical marijuana operators to apply for registration to operate as manufacturers, distributors, and/or dispensers. Per the Partial Rescheduling Rule, the DEA will allow all “early applicants” (i.e., applicants that submit in the first 60 days) to continue operating during the pendency of review. On October 30, 2026, the DOJ announced that the DEA had issued its first registrations under the Partial Rescheduling Rule.
The Company has submitted DEA registration applications within the 60-day period contemplated in the Partial Rescheduling Rule. On November 2, 2026, the Company announced that the DEA had granted registrations for all
Notably, as a consequence of the partial rescheduling, state medical marijuana licensees will no longer be subject to the deduction disallowance under Section 280E of the U.S. Internal Revenue Code. This will allow state-licensed medical marijuana entities to deduct ordinary and necessary business expenses in the same manner currently allowed for other industries. See Note 22 – Income Taxes for further discussion.
Importantly, adult-use marijuana remains a Schedule I substance, regardless of state licensure. Future rescheduling of adult-use marijuana to Schedule III remains subject to rulemaking process. Additional rulemaking proceedings remain pending before a DEA administrative law judge that, if finalized, could result in the broader rescheduling to Schedule III of all marijuana, not just that covered by the Partial Rescheduling Rule. The exact contours of a potential Schedule III registration process with respect to adult-use operations remain to be seen.
2. Summary of Significant Accounting Policies
Significant Accounting Policies
The Company’s significant accounting policies are described in Note 2 to the Company’s consolidated financial statements included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the United States Securities and Exchange Commission (“SEC”) on March 17, 2026, (the "Annual Financial Statements"). There have been no material changes to the Company’s significant accounting policies except as noted below.
Notes receivable
The Company’s loans receivable consist principally of undivided participation interests purchased from a third-party lender in senior secured term loans to unaffiliated borrowers, together with a note receivable received as consideration on the disposition of assets. The Company has the intent and ability to hold these loans for the foreseeable future or to maturity and classifies them as held for investment. Participation interests do not meet the definition of a participating interest under ASC 860 and do not meet the definition of a debt security under ASC 320; they are accounted for as loans receivable. Loans receivable are initially recorded at the purchase price, which represents the amount paid to the seller; any difference between the purchase price and the principal amount of the participation is recorded as a purchase discount or premium and recognized in interest income over the contractual term of the underlying loan using the interest method. Costs incurred to acquire a participation are expensed as incurred. Interest income, including paid-in-kind interest and fees that form part of the yield, is recognized using the effective interest method. Loans receivable are presented net of unamortized discount or premium and the allowance for credit losses, and amounts due from related parties are presented separately. The allowance for credit losses was de-minimis as of September 30, 2026 and December 31, 2025.
Allowance for credit losses on loans receivable
The Company measures expected credit losses on loans receivable held for investment under ASC 326 and records an allowance, deducted from amortized cost, for amounts not expected to be collected over the contractual term. Each loan is evaluated individually, based on the borrower’s financial condition, the terms and collateral of the underlying facility and the Company’s position in the lender waterfall, and reasonable and supportable forecasts. Where the Company may require the selling lender to redeem a participation, that right is considered a credit enhancement in the estimate. For purchased
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loans with more-than-insignificant credit deterioration since origination, the initial allowance is added to the purchase price; otherwise it is recognized as credit loss expense. The Company does not measure an allowance on accrued interest and writes off uncollectible accrued interest in a timely manner. Loans are placed on nonaccrual when collection of interest is no longer probable and written off when uncollectible.
Subleases
When the Company subleases a right-of-use asset and remains the primary obligor under the head lease, it continues to account for the head lease as a lessee. The sublease is classified with reference to the underlying asset rather than the right-of-use asset. Sublease income from operating subleases is recognized on a straight-line basis over the sublease term and presented separately from lease cost. When the lease cost of the head lease for the sublease term exceeds the anticipated sublease income, the Company treats that as an indicator that the related right-of-use asset may not be recoverable and tests it for impairment under ASC 360.
Equity Method Investments
On June 18, 2026, the Company acquired an indirect
On July 17, 2026, the Company, through its wholly owned subsidiary Vireo Health of PA, LLC, acquired a
Basis of presentation
The accompanying interim unaudited condensed consolidated financial statements reflect the accounts of the Company. The information included in these statements should be read in conjunction with the Annual Financial Statements. The unaudited condensed consolidated financial statements were prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. In the opinion of management, the financial data presented includes all adjustments, consisting of normal recurring adjustments, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented. Results of interim periods should not be considered indicative of the results for the full year. These unaudited interim
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condensed consolidated financial statements include estimates and assumptions of management that affect the amounts reported in the unaudited condensed consolidated financial statements. Actual results could differ from these estimates.
Basis of consolidation
These unaudited condensed consolidated financial statements include the accounts of the entities that were wholly owned, or effectively controlled by the Company during the period ended September 30, 2026.
Variable Interest Entities
The Company consolidates entities in which it holds a variable interest and is the primary beneficiary. On March 31, 2026, the Company's subsidiary transferred a
On September 29, 2026, the Company acquired participation interests in a senior secured credit facility and entered into related lease and put/call arrangements with the borrower under that facility, as described in Note 13. The Company holds
All intercompany transactions and balances have been eliminated from the Company's unaudited condensed consolidated financial statements.
Reclassifications
Certain amounts in prior periods have been reclassified to conform to the current period presentation. Such reclassifications had no impact on previously reported net income or stockholders’ equity.
Recently adopted accounting pronouncements
None.
Net loss per share
Basic net loss per share is computed by dividing reported net loss by the weighted average number of common shares outstanding for the reported period. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue subordinate voting shares were exercised or converted into subordinate voting shares of the Company during the reporting period. Diluted net loss per share is computed by dividing net loss by the sum of the weighted average number of subordinate voting shares and the number of potential dilutive subordinate voting share equivalents outstanding during the period. Potential dilutive subordinate voting share equivalents consist of stock options, warrants, shares in escrow, deferred share consideration, contingent consideration, convertible debt, and restricted stock units (“RSUs”).
In computing diluted earnings per share, subordinate voting share equivalents are not considered in periods in which a net loss is reported, as the inclusion of the subordinate voting share equivalents would be anti-dilutive. The Company recorded a net loss for the three and nine month periods ended September 30, 2026 and 2025, as presented in these financial statements, and as such there is no difference between the Company’s basic and diluted net loss per share for these periods.
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The anti-dilutive shares outstanding as of September 30, 2026 and 2025, were as follows:
| | | | |
| | As of | ||
| | September 30, | ||
| | 2026 | | 2025 |
Stock options | | |
| |
Warrants | | |
| |
RSUs | | | | |
Convertible debt | | | | |
Shares in escrow | | | | — |
Deferred share consideration | | | | — |
Contingent consideration | | | | |
Total | | |
| |
Revenue Recognition
The Company’s primary source of revenue is from the wholesale of cannabis products to dispensary locations and direct retail sales to eligible customers at Company-owned dispensaries. Substantially all of the Company’s retail revenue is from the direct sale of cannabis products to adult-use and medical customers.
The following table represents the Company’s disaggregated revenue by source:
| | | | | | | | | | | | |
| | Nine Months Ended | | Three Months Ended | ||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | ||||
Retail - Cannabis | | $ | | | $ | | | $ | | | $ | |
Wholesale - Cannabis | |
| | |
| | |
| | |
| |
Non-Cannabis | | | | | | | | | | | | |
Total | | $ | | | $ | | | $ | | | $ | |
New accounting pronouncements not yet adopted
In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures ("ASU 2024-03"), which requires disaggregated disclosures of certain costs and expenses, including purchases of inventory, employee compensation, depreciation, amortization and depletion, within relevant income statement captions. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods beginning with the first quarter ended March 31, 2028. Early adoption and retrospective application is permitted. The Company has not adopted ASU 2024-03 and is currently evaluating the impact of this guidance on the Company's future consolidated financial statements.
In November 2025, the FASB issued ASU 2025-08, Financial Instruments - Credit Losses (Topic 326): Purchased Loans (“ASU 2025-08”), which expands the use of the gross-up approach, currently applied to purchased financial assets with credit deterioration, to purchased seasoned loans, including non-credit-deteriorated loans acquired in a business combination. Under this approach, the allowance for credit losses recognized at acquisition is added to the amortized cost basis of the loan rather than recognized through credit loss expense. ASU 2025-08 is effective for fiscal years beginning after December 15, 2026, and interim periods beginning with the first quarter ended March 31, 2027. Early adoption is permitted, and the guidance is applied prospectively to loans acquired on or after the adoption date. The Company has not adopted ASU 2025-08 and is currently evaluating the impact of this guidance on the Company’s future consolidated financial statements.
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3. Business Combinations and Dispositions
Acquisitions
Eaze
On December 22, 2025, the Company entered into an agreement and plan of merger (the "Eaze Initial Merger Agreement") to acquire Eaze Inc. ("Eaze"), a vertically-integrated cannabis retailer and delivery technology platform with operations in California, Florida, and Colorado, pursuant to which a wholly-owned subsidiary of the Company would merge with and into Eaze, with Eaze surviving as a wholly-owned subsidiary of the Company (the "Eaze Merger"). On April 1, 2026, the Eaze Initial Merger Agreement was subsequently amended by an Amendment to the Eaze Initial Merger Agreement (the “Eaze Amendment” and together with the Eaze Initial Merger Agreement, the “Eaze Merger Agreement”), which amended the earnout payment calculation mechanics under the Eaze Initial Merger Agreement and effected certain conforming changes.
On April 1, 2026, the Eaze Merger was completed. The Company completed the Eaze Merger primarily to expand its retail and delivery platform capabilities and accelerate its entry into the California and Florida cannabis markets, two of the largest regulated cannabis markets in the United States, while deepening its existing presence in Colorado. Pursuant to the Eaze Merger Agreement, the Company issued
The Company analyzed the acquisition under ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, and determined that the Eaze Merger should be accounted for as a business combination. Goodwill represents the premium the Company paid over the fair value of the net tangible and intangible assets acquired. The goodwill arising from the Eaze Merger, which relates to the cannabis segment, primarily consists of the synergies and economies of scale expected from combining the operations of the Company and Eaze, including expanding the Company's retail and delivery footprint into California and Florida, acquiring an assembled workforce, and enhancing the Company's intellectual property portfolio. These benefits were not recognized separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets. Of the total goodwill recognized, $
The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed. The fair values were determined based upon a preliminary valuation and the estimates and assumptions used in such valuation are pending completion and subject to change. Certain estimated values for the Eaze Merger, including the valuation of intangibles and income taxes (including deferred taxes and associated valuation allowances), are not yet finalized, and the preliminary purchase price allocations are subject to change as the Company completes its analysis of the fair value at the date of acquisition. The Company will continue to obtain information necessary to finalize the fair values, which may differ materially from these preliminary estimates. The final valuation will be completed within the one-year measurement period, and any measurement period adjustments will be applied in the reporting period in which the adjustments are determined.
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| | | |
| | Eaze | |
Assets |
| | |
Cash and cash equivalents | | $ | |
Inventory | |
| |
Receivables | | | |
Other current assets | |
| |
Property and equipment | |
| |
Operating lease, right-of-use asset | |
| |
Deposits | | | |
Indemnified Tax Asset | | | |
Deferred tax asset | | | |
Intangible assets | | | |
Goodwill | |
| |
Total assets | |
| |
Liabilities | |
| |
Accounts payable and accrued liabilities | |
| |
Operating lease liabilities | |
| |
Uncertain tax liability | | | |
Total liabilities | | | |
Net assets acquired | | $ | |
| | | |
Consideration: | | | |
Share consideration | | $ | |
Contingent consideration | | | |
Total Consideration | | $ | |
The acquired intangible assets include cannabis licenses and developed technology which are treated as definite-lived intangible assets amortized over a
The consideration for the Eaze Merger includes a potential earn-out payment based upon the achievement of certain milestones and relative thresholds during the earn out measurement period which ends on December 31, 2026, the fair value of which on the acquisition date is $
As part of the Eaze Merger, the Eaze stockholders contractually agreed to indemnify the Company for certain pre-closing liabilities, including those related to unpaid uncertain tax liabilities. On April 1, 2026, the Company recognized a liability of $
The indemnification asset was classified as a non-current asset in the Company’s condensed consolidated balance sheet as of September 30, 2026, and will be adjusted in future periods if the related liability is settled, released, or remeasured. Changes in the fair value of the indemnification asset, if any, will be recorded in earnings in the same financial statement line item as the change in the related liability. As of September 30, 2026, there have been
Since the acquisition date, Eaze contributed revenue of $
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months ended September 30, 2026, Eaze contributed $
Supplemental pro forma information (unaudited) for Eaze
The following unaudited pro forma information gives effect to the Eaze Merger as if it had occurred on January 1, 2025, and includes adjustments for amortization on acquired intangible assets, transaction expenses, and related tax effects. This information is presented for informational purposes only and is not necessarily indicative of actual or future results of operations.
Proforma revenues attributable to subordinate voting shareholders for the three and nine month periods ended September 30, 2026, were $
Proforma revenues attributable to subordinate voting shareholders for the three and nine month periods ended September 30, 2025, were $
Hawthorne
On April 8, 2026, the Company completed the acquisition of all of the issued and outstanding equity interests of The Hawthorne Gardening Company LLC and its direct subsidiaries, HGCI LLC and Hawthorne Hydroponics LLC (collectively, "Hawthorne"), from a subsidiary of The Scotts Miracle-Gro Company ("SMG") pursuant to a Securities Purchase Agreement (the "Hawthorne SPA"), which was entered into on April 8, 2026 (the “Hawthorne Acquisition”). Hawthorne is a leading provider of nutrients, lighting, and other materials used for indoor and hydroponic gardening in North America.
Pursuant to the Hawthorne SPA, the Company issued
The Company determined that the Hawthorne Acquisition should be accounted for as a business combination. The fair value of the identifiable net assets acquired exceeded the fair value of the consideration transferred, resulting in a bargain purchase. In accordance with ASC 805, before recognizing a gain on bargain purchase, the Company reassessed whether all assets acquired and liabilities assumed had been identified and whether the recognition and measurement of those identifiable assets acquired, liabilities assumed, and the consideration transferred, including the valuation of the Company's equity issued as consideration, were appropriately measured as of the acquisition date. After completing this reassessment, the Company concluded that the measurements were appropriate and recognized the resulting excess of $
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The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed. The fair values were determined based upon a preliminary valuation and the estimates and assumptions used in such valuation are pending completion and subject to change. Certain estimated values for the Hawthorne Acquisition, including the valuation of intangibles and income taxes (including deferred taxes and associated valuation allowances), are not yet finalized, and the preliminary purchase price allocations are subject to change as the Company completes its analysis of the fair value at the date of acquisition. The Company will continue to obtain information necessary to finalize the fair values, which may differ materially from these preliminary estimates. The final valuation will be completed within the one-year measurement period, and any measurement period adjustments will be applied in the reporting period in which the adjustments are determined.
| | | |
| | Hawthorne | |
Assets |
| | |
Cash and cash equivalents | | $ | |
Inventory | |
| |
Receivables | | | |
Supply agreement asset | | | |
Prepaid expenses and other current assets | |
| |
Property and equipment | |
| |
Operating lease, right-of-use asset | |
| |
Intangible assets | | | |
Total assets | |
| |
Liabilities | |
| |
Accounts payable and accrued liabilities | |
| |
Deferred tax liabilities | | | |
Operating lease liabilities | |
| |
Total liabilities | | | |
Net assets acquired | | $ | |
| | | |
Consideration: | | | |
Share and warrant consideration | | $ | |
Bargain purchase gain | | | |
Total Consideration | | $ | |
The Company identified
In connection with the Hawthorne Acquisition, the Company entered into a letter agreement with SMG pursuant to which SMG would provide the Company with credit for $
Since the acquisition date, Hawthorne contributed revenue of $
Supplemental pro forma information (unaudited) for Hawthorne
The following unaudited pro forma information gives effect to the Hawthorne Acquisition as if it had occurred on January 1, 2025, and includes adjustments for amortization on acquired intangible assets, transaction expenses, and
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related tax effects. This information is presented for informational purposes only and is not necessarily indicative of actual or future results of operations.
Proforma revenues attributable to subordinate voting shareholders for the three and nine month periods ended September 30, 2026, were $
Proforma revenues attributable to subordinate voting shareholders for the three and nine month periods ended September 30, 2025, were $
Bridgewell
On June 5, 2026, the Company completed the acquisition of all of the issued and outstanding partnership interests of Agribusiness Holdings Limited Partnership, including its subsidiary Bridgewell Agribusiness LLC and certain other subsidiaries (collectively, “Bridgewell”) from certain sellers named therein (the "Bridgewell Sellers"), pursuant to a Securities Purchase Agreement (the "Bridgewell SPA"), which was entered into on June 5, 2026
(the “Bridgewell Acquisition”). Bridgewell is a supplier of organic and non-GMO agricultural commodities and food ingredients to manufacturers.
The aggregate consideration for the Bridgewell Acquisition was based on a base purchase price of $
The Company determined that the Bridgewell Acquisition should be accounted for as a business combination. Goodwill represents the premium the Company paid over the fair value of the net tangible and identifiable intangible assets acquired. The goodwill arising from the Bridgewell Acquisition primarily consists of the synergies and economies of scale expected from combining the operations of the Company and Bridgewell, including expanding the Company's ancillary supply chain and procurement platform, deepening existing supplier relationships, and acquiring an assembled workforce. These benefits were not recognized separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets. Of the total goodwill recognized, $
The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed. The fair values were determined based upon a preliminary valuation and the estimates and assumptions used in such valuation are pending completion and subject to change. Certain estimated values for the Bridgewell Acquisition, including the valuation of intangibles and income taxes (including deferred taxes and associated valuation allowances), are not yet finalized, and the preliminary purchase price allocations are subject to change as the Company completes its analysis of the fair value at the date of acquisition. The Company will continue to obtain information necessary to finalize the fair values, which may differ materially from these preliminary estimates. The final valuation will be completed within the one-year measurement period, and any measurement period adjustments will be applied in the reporting period in which the adjustments are determined.
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| | | |
| | Bridgewell | |
Assets |
| | |
Cash and cash equivalents | | $ | |
Restricted cash | | | |
Inventory | |
| |
Receivables | | | |
Other current assets | |
| |
Property and equipment | |
| |
Operating lease, right-of-use asset | |
| |
Intangible assets | | | |
Goodwill | |
| |
Total assets | |
| |
Liabilities | |
| |
Accounts payable and accrued liabilities | |
| |
Operating lease liabilities | |
| |
Long-term debt, net | | | |
Total liabilities | | | |
Net assets acquired | | $ | |
| | | |
Consideration: | | | |
Convertible debt | | $ | |
Total Consideration | | $ | |
Customer relationships represent Bridgewell's established relationships with manufacturer customers for organic and non-GMO agricultural commodities and food ingredients. The customer relationships were valued at approximately $
The trademark represents the Bridgewell trade name and associated brand recognition in the organic and non-GMO agricultural commodities and food ingredients market. The trademark was valued at approximately $
Since the acquisition date, Bridgewell contributed revenue of $
Supplemental pro forma information (unaudited) for Bridgewell
The following unaudited pro forma information gives effect to the Bridgewell Acquisition as if it had occurred on January 1, 2025, and includes adjustments for amortization on acquired intangible assets, interest expense, transaction expenses and related tax effects. This information is presented for informational purposes only and is not necessarily indicative of actual or future results of operations.
Proforma revenues attributable to subordinate voting shareholders for the three and nine month periods ended September 30, 2026, were $
Proforma revenues attributable to subordinate voting shareholders for the three and nine month periods ended September 30, 2025, were $
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shareholders for the three and nine month period ended September 30, 2025 was $
Vireo Health of Rocky Mountain
Vireo Health of Colorado, LLC, a Colorado limited liability company and wholly-owned subsidiary of the Company ("VHC"), and CO Acquisition Vehicle, LLC, a Delaware limited liability company ("CO Acquisition"), acquired all of the issued and outstanding
The RSA provided for the Asset Sale to be effected by way of a public disposition of collateral under §§ 9-610 and 9-611 of the Uniform Commercial Code. On November 13, 2025, a public auction of Schwazze's collateral was completed, and the collateral agent under the indenture governing the Senior Secured Notes, acting at the direction of VHC, submitted a winning credit bid of approximately $
Separately from its position as a holder of the Senior Secured Notes, CO Acquisition also acted as a borrower under a new, unrelated term loan facility. On September 30, 2025, CO Acquisition entered into a Loan and Security Agreement (as amended, the "CO Acquisition LSA") with Chicago Atlantic Admin, LLC, as administrative agent, and the lenders party thereto (the "CO Acquisition Lenders"), providing for total commitments of $
On March 19, 2026 (the "Schwazze Closing Date"), pursuant to the Schwazze Asset Purchase Agreement, Schwazze transferred
The Company determined the Asset Sale should be accounted for as a business combination, with an acquisition date of March 19, 2026. Goodwill represents the premium the Company paid over the fair value of the net tangible and identifiable intangible assets acquired. The goodwill arising from the Asset Sale, which relates to the Company's Cannabis segment, primarily consists of the synergies and economies of scale expected from combining the operations of the Company and Vireo Health of Rocky Mountain, including growing the Company's customer base, acquiring assembled workforces, and
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expanding its presence in new and existing markets. These benefits were not recognized separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets. Of the total goodwill recognized, $
The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed. The fair values were determined based upon a preliminary valuation, and the estimates and assumptions used in such valuation are pending completion and subject to change. Certain estimated values for the Asset Sale, including the valuation of intangibles and income taxes (including deferred taxes and associated valuation allowances), are not yet finalized, and the preliminary purchase price allocation is subject to change as the Company completes its analysis of the fair value at the acquisition date. The Company will continue to obtain information necessary to finalize the fair values, which may differ materially from these preliminary estimates. The final valuation will be completed within the one-year measurement period, and any measurement period adjustments will be applied in the reporting period in which the adjustments are determined.
| | | |
| | Vireo Health of Rocky Mountain | |
Assets |
| | |
Cash and cash equivalents | | $ | |
Inventory | |
| |
Receivables | | | |
Other current assets | |
| |
Property and equipment | |
| |
Operating lease, right-of-use asset | |
| |
Deposits | | | |
Intangible assets, license | | | |
Goodwill | |
| |
Total assets | |
| |
Liabilities | |
| |
Accounts payable and accrued liabilities | |
| |
Operating lease liabilities | |
| |
Long-term debt, net | | | |
Total liabilities | | | |
Net assets acquired | | $ | |
| | | |
Consideration: | | | |
Notes receivable exchanged for net assets | | $ | |
Total Consideration | | $ | |
The acquired intangible assets include cannabis licenses, which are treated as definite-lived intangible assets amortized over a
Since the acquisition date, Vireo Health of Rocky Mountain contributed revenue of $
Supplemental pro forma information (unaudited) for Vireo Health of Rocky Mountain
The following unaudited pro forma information gives effect to the Asset Sale as if it had occurred on January 1, 2025, and includes adjustments for amortization on acquired intangible assets, interest expense, and related tax effects. This information is presented for informational purposes only and is not necessarily indicative of actual or future results of operations.
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Proforma revenues attributable to subordinate voting shareholders for the three and nine month periods ended September 30, 2026, were $
Proforma revenues attributable to subordinate voting shareholders for the three and nine month periods ended September 30, 2025, were $
PharmaCann
On December 16, 2025, the Company entered into an Asset Purchase Agreement (the “PharmaCann APA”) with PharmaCann Inc. (“PharmaCann”) and certain of its subsidiaries.
In connection with the PharmaCann APA, VHC entered into a Management Services Agreement (the “PharmaCann MSA”), dated December 16, 2025, pursuant to which VHC agreed to provide certain management services to certain of PharmaCann’s subsidiaries related to the dispensaries to be acquired.
The MSA became effective on March 22, 2026. For the three and nine months ended September 30, 2026, the Company recognized management services income of $
On August 7, 2026, the Company completed the acquisition of the dispensary assets pursuant to the PharmaCann APA (the “PharmaCann Acquisition”). The assets were acquired in a private disposition under Article 9 of the Uniform Commercial Code conducted by the collateral agent. The acquired assets include
Pursuant to the PharmaCann APA, the Company issued
The Company determined that the PharmaCann Acquisition should be accounted for as a business combination. Goodwill represents the premium the Company paid over the fair value of the net tangible and intangible assets acquired. The goodwill arising from the PharmaCann Acquisition, which relates to the cannabis segment, primarily consists of the synergies and economies of scale expected from integrating the acquired Colorado retail operations with the Company’s existing Colorado footprint, including expanding the Company’s retail presence in Colorado, acquiring an assembled workforce, and leveraging the Company’s technology, operating systems, and product assortment across the combined store base. These benefits were not recognized separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets. Of the total goodwill recognized, $
The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed. The fair values were determined based upon a preliminary valuation, and the estimates and assumptions used in such valuation are pending completion and subject to change. Certain estimated values for the PharmaCann Acquisition, including the valuation of intangibles and income taxes (including deferred taxes and associated valuation allowances), are not yet finalized, and the preliminary purchase price allocation is subject to change as the Company completes its analysis of the fair value at the acquisition date. The Company will continue to obtain information necessary to finalize the fair values, which may differ materially from these preliminary estimates. The final valuation will be completed within the one-year measurement period, and any measurement period adjustments will be applied in the reporting period in which the adjustments are determined.
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| | | |
| | PharmaCann | |
Assets |
| | |
Cash and cash equivalents | | $ | |
Inventory | |
| |
Other current assets | |
| |
Operating lease, right-of-use asset | |
| |
Goodwill | | | |
Intangible assets | | | |
Total assets | |
| |
Liabilities | |
| |
Accounts payable and accrued liabilities | |
| |
Operating lease liabilities | |
| |
Total liabilities | | | |
Net assets acquired | | $ | |
| | | |
Consideration: | | | |
Share consideration | | $ | |
Total Consideration | | $ | |
The acquired intangible assets include cannabis licenses, which are treated as definite-lived intangible assets amortized over a
Since the acquisition date, PharmaCann contributed revenue of $
Supplemental pro forma information (unaudited) for PharmaCann
The following unaudited pro forma information gives effect to the PharmaCann Acquisition as if it had occurred on January 1, 2025, and includes adjustments for amortization on acquired intangible assets, interest expense, and related tax effects. This information is presented for informational purposes only and is not necessarily indicative of actual or future results of operations.
Proforma revenues attributable to subordinate voting shareholders for the three and nine month periods ended September 30, 2026, were $
Proforma revenues attributable to subordinate voting shareholders for the three and nine month periods ended September 30, 2025, were $
C21
On June 14, 2026, the Company entered into an Arrangement Agreement (the “C21 Arrangement Agreement”) with C21 Investments Inc. (“C21”) to acquire all of the issued and outstanding common shares of C21 by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia). C21, through its wholly owned subsidiaries Silver State Relief LLC and Silver State Cultivation LLC, operates
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On August 21, 2026, following approval by C21’s shareholders on August 7, 2026, the final order of the Supreme Court of British Columbia, and receipt of all required cannabis regulatory approvals, the Company completed the acquisition of C21 (the “C21 Acquisition”). Following the closing, C21 became a wholly owned subsidiary of the Company, and C21’s shares were delisted from the Canadian Securities Exchange and ceased to be quoted on the OTCQX.
Pursuant to the C21 Arrangement Agreement, each C21 common share was exchanged for
The Company determined that the C21 Acquisition should be accounted for as a business combination. The consideration transferred was allocated to the identifiable assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date, and the excess of the consideration transferred over the estimated fair value of the identifiable net assets acquired was recognized as goodwill. The goodwill is attributable primarily to the assembled workforce and expected operating synergies with the Company’s existing Nevada operations. Of the total goodwill recognized, $
The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed. The fair values were determined based upon a preliminary valuation, and the estimates and assumptions used in such valuation are pending completion and subject to change. Certain estimated values for the C21 Acquisition, including the valuation of intangibles and income taxes (including deferred taxes and associated valuation allowances), are not yet finalized, and the preliminary purchase price allocation is subject to change as the Company completes its analysis of the fair value at the acquisition date. The Company will continue to obtain information necessary to finalize the fair values, which may differ materially from these preliminary estimates. The final valuation will be completed within the one-year measurement period, and any measurement period adjustments will be applied in the reporting period in which the adjustments are determined.
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| | | |
| | C21 | |
Assets |
| | |
Cash and cash equivalents | | $ | |
Inventory | |
| |
Receivables | | | |
Other current assets | |
| |
Property and equipment | |
| |
Operating lease, right-of-use asset | |
| |
Intangible assets | | | |
Goodwill | |
| |
Total assets | |
| |
Liabilities | |
| |
Accounts payable and accrued liabilities | |
| |
Right-of-use liability | |
| |
Uncertain tax liability | | | |
Long-term debt, net | | | |
Total liabilities | | | |
Net assets acquired | | $ | |
| | | |
Consideration: | | | |
Share consideration | | $ | |
Total Consideration | | $ | |
The acquired intangible assets include cannabis licenses, which are treated as definite-lived intangible assets amortized over a
Since the acquisition date, C21 contributed revenue of $
Supplemental pro forma information (unaudited) for C21
The following unaudited pro forma information gives effect to the C21 Acquisition as if it had occurred on January 1, 2025, and includes adjustments for amortization on acquired intangible assets, interest expense, and related tax effects. This information is presented for informational purposes only and is not necessarily indicative of actual or future results of operations.
Proforma revenues attributable to subordinate voting shareholders for the three and nine month periods ended September 30, 2026, were $
Proforma revenues attributable to subordinate voting shareholders for the three and nine month periods ended September 30, 2025, were $
The Mergers
On December 18, 2024, the Company entered into merger agreements (each a “Merger Agreement” and collectively, the “Merger Agreements”) with each of (i) Deep Roots Holdings, Inc. (“Deep Roots”) (the “Deep Roots Merger”), (ii) Proper Holdings, LLC (“Proper”), NGH Investments, Inc. (“NGH”), and Proper Holdings Management, Inc.
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(“Proper MSA Newco” and together with NGH and Proper, the “Proper Companies”) (the “Proper Mergers”), and (iii) WholesomeCo, Inc. (“Wholesome”) (the “Wholesome Merger” and collectively with the Deep Roots Merger and the Proper Mergers, the “Mergers” and each, a “Merger”). Each Merger was an all-share transaction whereby, at the closing of each Merger, (i) a new wholly-owned subsidiary of the Company merged with and into Deep Roots, (ii) a new wholly-owned subsidiary of the Company merged with and into Wholesome, and (iii) the Proper Companies each merged with and into new wholly-owned subsidiaries of the Company. None of the Mergers were contingent upon the completion of any of the other Mergers. The Wholesome Merger closed on May 12, 2025, the Proper Mergers closed on June 5, 2025, and the Deep Roots Merger closed on June 6, 2025.
The consideration paid to acquire each of Deep Roots, Proper and Wholesome was based, in each case, in part, on an estimated multiple of a 2024 “Closing EBITDA,” which was pro forma for pending acquisitions, planned new retail openings and expansion projects, and a $
Pursuant to the Merger Agreements, former stockholders of Proper, Wholesome, and certain former stockholders of Deep Roots may qualify for earnout payments made with the Company’s SVSs following December 31, 2026, based on each target’s adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) (as defined in the applicable Merger Agreement) growth compared to such target’s Closing EBITDA (as defined in the applicable Merger Agreement) (plus, with respect to Deep Roots, $
Each of the Merger Agreements provides for the clawback of up to
In connection with the Merger Agreement with Wholesome (the “Wholesome Merger Agreement”) and the Merger Agreement with Proper (the “Proper Merger Agreement”), the Company included in the stock merger consideration calculation an amount equal to (i) $
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Wholesome
On May 12, 2025, the Company closed the Wholesome Merger contemplated by the Wholesome Merger Agreement. The Company analyzed the acquisition under Accounting Standards Update (“ASU”) 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business and determined that the Wholesome Merger should be accounted for as a business combination. Goodwill represents the premium the Company paid over the fair value of the net tangible and intangible assets acquired. The goodwill arising from the Wholesome Merger primarily consists of the synergies and economies of scale expected from combining the operations of the Company and Wholesome, including growing the Company's customer base, acquiring assembled workforces, and expanding its presence in new and existing markets. These benefits were not recognized separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets.
The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed:
| | | |
| | Wholesome | |
Assets |
| | |
Cash and cash equivalents | | $ | |
Inventory | |
| |
Receivables | | | |
Other current assets | |
| |
Income tax receivable | | | |
Property and equipment | |
| |
Operating lease, right-of-use asset | |
| |
Indemnification asset | | | |
Deposits | | | |
Intangible assets, license | |
| |
Intangible assets, developed technology | | | |
Goodwill | |
| |
Total assets | |
| |
Liabilities | |
| |
Accounts payable and accrued liabilities | |
| |
Operating lease liabilities | |
| |
Long-term debt, net | | | |
Deferred tax liabilities | | | |
Uncertain tax liability | | | |
Total liabilities | | | |
Net assets acquired | | $ | |
| | | |
Consideration: | | | |
Share consideration | | $ | |
Contingent consideration | | | |
Total Consideration | | $ | |
The acquired intangible assets include cannabis licenses and developed technology which are treated as definite-lived intangible assets amortized over a
As of September 30, 2026, the Company has recorded a contingent consideration liability of $
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million and ($
As part of the Wholesome Merger, the sellers contractually agreed to indemnify the Company for certain pre-closing liabilities, including those related to unpaid uncertain tax liabilities. On May 12, 2025, the Company recognized a liability of $
The indemnification asset was classified as a non-current asset in the Company’s condensed consolidated balance sheet as of September 30, 2026, and will be adjusted in future periods if the related liability is settled, released, or remeasured. Changes in the fair value of the indemnification asset, if any, will be recorded in earnings in the same financial statement line item as the change in the related liability. As of September 30, 2026, there have been
Proper
On June 5, 2025, the Company closed the Proper Mergers contemplated by the Proper Merger Agreement. The Company analyzed the acquisition under ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business and determined that the Proper Mergers should be accounted for as a business combination. Goodwill represents the premium the Company paid over the fair value of the net tangible and intangible assets acquired. The goodwill arising from the Proper Mergers primarily consists of the synergies and economies of scale expected from combining the operations of the Company and Proper, including growing the Company's customer base, acquiring assembled workforces, and expanding its presence in new and existing markets. These benefits were not recognized separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets.
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The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed:
| | | |
| | Proper | |
Assets |
| | |
Cash and cash equivalents | | $ | |
Inventory | |
| |
Income tax receivable | | | |
Receivables | | | |
Other current assets | |
| |
Property and equipment | |
| |
Operating lease, right-of-use asset | |
| |
Indemnification asset | | | |
Deposits | | | |
Intangible assets, license | | | |
Goodwill | |
| |
Total assets | |
| |
Liabilities | |
| |
Accounts payable and accrued liabilities | |
| |
Operating lease liabilities | |
| |
Long-term debt, net | | | |
Deferred tax liabilities | | | |
Uncertain tax liability | | | |
Other long-term liabilities | | | |
Total liabilities | | | |
Net assets acquired | | $ | |
| | | |
Consideration: | | | |
Share consideration | | $ | |
Contingent consideration | | | |
Total Consideration | | $ | |
The acquired intangible assets include cannabis licenses and developed technology which are treated as definite-lived intangible assets amortized over a
As of September 30, 2026, the Company recorded a contingent consideration liability of $
As part of the Proper Mergers, the sellers contractually agreed to indemnify the Company for certain pre-closing liabilities, including those related to unpaid uncertain tax liabilities. On June 5, 2025, the Company recognized a liability of $
The indemnification asset was classified as a non-current asset in the Company’s condensed consolidated balance sheet as of September 30, 2026, and will be adjusted in future periods if the related liability is settled, released, or remeasured.
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Changes in the fair value of the indemnification asset, if any, will be recorded in earnings in the same financial statement line item as the change in the related liability. As of September 30, 2026, there were
Deep Roots
On June 6, 2025, the Company closed the Deep Roots Merger contemplated by the Merger Agreement with Deep Roots (the “Deep Roots Merger Agreement”). The Company analyzed the acquisition under ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business and determined that the Deep Roots Merger should be accounted for as a business combination. Goodwill represents the premium the Company paid over the fair value of the net tangible and intangible assets acquired. The goodwill arising from the Deep Roots Merger primarily consists of the synergies and economies of scale expected from combining the operations of the Company and Deep Roots, including growing the Company's customer base, acquiring assembled workforces, and expanding its presence in new and existing markets. These benefits were not recognized separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets.
The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed:
| | | |
| | Deep Roots | |
Assets |
| | |
Cash and cash equivalents | | $ | |
Inventory | |
| |
Income tax receivable | | | |
Receivables | | | |
Other current assets | |
| |
Property and equipment | |
| |
Operating lease, right-of-use asset | |
| |
Indemnification asset | | | |
Deposits | | | |
Investments | |
| |
Intangible assets, license | | | |
Goodwill | |
| |
Total assets | |
| |
Liabilities | |
| |
Accounts payable and accrued liabilities | |
| |
Operating lease liabilities | |
| |
Long-term debt, net | | | |
Deferred tax liabilities | | | |
Uncertain tax liability | | | |
Total liabilities | |
| |
Net assets acquired | | $ | |
| | | |
Consideration: | | | |
Share consideration | | $ | |
Contingent consideration | |
| |
Total Consideration | | $ | |
The acquired intangible assets include cannabis licenses which are treated as definite-lived intangible assets amortized over a
As part of the Deep Roots Merger, the sellers contractually agreed to indemnify the Company for certain pre-closing liabilities, including those related to unpaid uncertain tax liabilities. On June 6, 2025, the Company recognized a liability of $
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Taxes. Consistent with the provisions of ASC 805-20-25-27, the Company also recognized a corresponding indemnification asset of $
As of September 30, 2026, the Company recorded contingent consideration of $
The indemnification asset was classified as a non-current asset in the Company’s condensed consolidated balance sheet as of September 30, 2026, and will be adjusted in future periods if the related liability is settled, released, or remeasured. Changes in the fair value of the indemnification asset, if any, will be recorded in earnings in the same financial statement line item as the change in the related liability. As of September 30, 2026, there were
Change in Ownership of Vireo Health of New York LLC
On March 31, 2026, Vireo Health Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Company (“Vireo Health”), and Ace Venture of NY LLC (“Ace”) entered into a Second Amended and Restated Limited Liability Company Operating Agreement (the “Operating Agreement”) of Vireo Health of New York LLC (“VHNY”), an indirect subsidiary of the Company.
Under the Operating Agreement, Ace holds
VHNY is managed by a
Notwithstanding the reduction in its ownership interest from
4. Fair Value Measurements
The Company complies with ASC 820, Fair Value Measurements, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are
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unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability.
Items measured at fair value on a non-recurring basis
The Company's non-financial assets, such as prepayments and other current assets, long-lived assets, including property and equipment, and intangible assets, are tested for impairment when indicators of impairment exist and are recorded at fair value only if an impairment charge is recognized.
The carrying value of the Company's marketable securities, accounts receivable, accounts payable, and accrued liabilities approximate their fair value due to their short-term nature. The carrying value of the Company's notes receivable, long-term debt and convertible debt approximates fair value, using Level 2 inputs, as they bear a market rate of interest.
Restricted cash consists of cash balances that are legally or contractually restricted as to withdrawal or use. The carrying amount approximates fair value due to the short-term nature of the deposits.
The Company’s derivative liability, warrants held, and contingent consideration are measured at fair value on a recurring basis using Level 3 inputs, given there is no market activity for these assets and liabilities. The Company’s equity method investment is not measured at fair value on a recurring basis. It is accounted for under the equity method and is evaluated for other-than-temporary impairment when events or changes in circumstances indicate the carrying amount may not be recoverable.
5. Accounts Receivable
Trade receivables as of September 30, 2026 and December 31, 2025 were comprised of the following items:
| | | | | | |
| | September 30, | | December 31, | ||
| | 2026 | | 2025 | ||
Trade receivables, net - cannabis | | $ | | | $ | |
Trade receivables, net - non-cannabis | | | | | | — |
Other | |
| | |
| |
Total | | $ | | | $ | |
Included in the trade receivables, net balance at September 30, 2026, and December 31, 2025, was an allowance for credit losses of $
6. Inventories, net
Inventory as of September 30, 2026 and December 31, 2025 was comprised of the following items:
| | | | | | |
| | September 30, | | December 31, | ||
| | 2026 | | 2025 | ||
Work-in-progress | | $ | | | $ | |
Finished goods | |
| | |
| |
Non-cash fair value step up | | | | | | — |
Production supplies | | | | | | |
Non-cannabis inventory | |
| | |
| — |
Total | | $ | | | $ | |
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In connection with the closing of the various acquisitions described in Note 3, the Company recorded the acquired inventories at their estimated fair values in accordance with ASC 805, Business Combinations. Fair value represents the estimated selling price of the acquired inventory, less the expected costs to sell the inventory.
The estimated fair value of the inventory exceeded cost, resulting in a fair value step-up adjustment to acquired inventories. During the three months ended September 30, 2026 and 2025, $
7. Property and Equipment, Net
As of September 30, 2026 and December 31, 2025, the Company’s property and equipment, net consisted of the following:
| | | | | | |
| | September 30, | | December 31, | ||
| | 2026 | | 2025 | ||
Land | | $ | | | $ | |
Buildings and leasehold improvements | |
| | |
| |
Furniture and equipment | |
| | |
| |
Software | |
| | |
| |
Vehicles | |
| | |
| |
Construction-in-progress | |
| | |
| |
Right of use asset under finance lease | |
| | |
| |
| |
| | |
| |
Less: accumulated depreciation | |
| ( | |
| ( |
Total | | $ | | | $ | |
For the nine months ended September 30, 2026 and 2025, total depreciation on property and equipment was $
As of each of September 30, 2026 and 2025, in conjunction with the Company’s held for sale assessment and disposal of certain long-lived assets, the Company evaluated whether property and equipment showed any indicators of impairment, and it was determined that the recoverable amount of certain net assets was above book value. As a result, the Company recorded
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8. Leases
Components of the Company’s lease expenses for the three and nine months periods ended September 30, 2026 and 2025 are listed below:
| | | | | | | | | | | | |
| | Nine Months Ended | | Three Months Ended | ||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | ||||
Finance lease cost | | | | | | |
| | |
| | |
Depreciation of ROU assets | | $ | | | $ | | | $ | | | $ | — |
Interest on lease liabilities | |
| | |
| | |
| | |
| |
Operating lease costs | |
| | |
| | |
| | |
| |
Total lease costs | | $ | | | $ | | | $ | | | $ | |
Future minimum lease payments (principal and interest) on the leases are as follows:
| | | | | | | | | |
| | Operating Leases | | Finance Leases | | | | ||
| | September 30, 2026 | | September 30, 2026 | | Total | |||
2026 | | $ | | | $ | | | $ | |
2027 | |
| | |
| | |
| |
2028 | |
| | |
| | |
| |
2029 | |
| | |
| | |
| |
2030 | |
| | |
| | |
| |
Thereafter | |
| | |
| | |
| |
Total minimum lease payments | | $ | | | $ | | | $ | |
Less discount to net present value | | | ( | |
| ( | |
| ( |
Present value of lease liability | | $ | | | $ | | | $ | |
The Company has entered into various lease agreements for the use of buildings used in the production and retail sales of cannabis products.
Supplemental cash flow information related to the Company’s leases for the three and nine months ended September 30, 2026 and 2025 is detailed below:
| | | | | | | | | | | | |
| | Nine Months Ended | | Three Months Ended | ||||||||
| | September 30, | | September 30, | ||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | ||||
Cash paid for amounts included in the measurement of lease liabilities: | | | |
| | | | | |
| | |
Operating cash flows from principal payments of operating leases | | $ | | | $ | | | $ | | | $ | |
Operating cash flows from amortization of operating leases | |
| | |
| | |
| | |
| |
Financing cash flows from finance leases | | | — | | | — | | | ( | | | — |
Non-cash dispositions of finance lease and lease liabilities | | | ( | | | — | | | — | | | — |
Non-cash additions to operating ROU assets in exchange for lease liabilities | |
| | |
| | |
| | |
| |
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Other information about the Company’s lease amounts as of September 30, 2026 and 2025 is recognized in the financial statements and outlined below:
| | | | | | |
| | September 30, |
| | ||
| | 2026 | | 2025 |
| |
Weighted-average remaining lease term (years) – operating leases | |
| | | ||
Weighted-average remaining lease term (years) – finance leases | |
| | | ||
Weighted-average discount rate – operating leases | | | % | | % | |
Weighted-average discount rate – finance leases | | | % | | % | |
Subleases
The Company is the lessee under certain operating leases for which it has entered into sublease arrangements with third parties. The Company remains primarily obligated under the original lease agreements and therefore accounts for the original leases and subleases as separate contracts. The Company continues to recognize operating lease expense associated with the original leases and recognizes sublease income over the respective sublease terms.
9. Goodwill and Intangibles
Intangibles
Intangible assets as of September 30, 2026 and December 31, 2025 were comprised of the following items:
| | | | | | | | | |
| | Licenses & Trademarks | | Developed Technology | | Total | |||
Balance, December 31, 2024 | | $ | | | $ | — |
| $ | |
Acquisitions | | | | | | | | | |
Assets moved out of held for sale | | | | | | — | | | |
Capitalization of internally generated software costs | | | — | | | | | | |
Amortization | |
| ( | |
| ( |
|
| ( |
Balance, December 31, 2025 | | $ | | | $ | |
| $ | |
Acquisitions (Note 3) | | | | | | | | | |
Capitalization of internally generated software costs | | | — | | | | | | |
Amortization | |
| ( | |
| ( |
|
| ( |
Balance, September 30, 2026 | | $ | | | $ | |
| $ | |
The following table outlines the estimated annual amortization expense for the next five years related to intangible assets as of September 30, 2026:
| | | |
2026 | | $ | |
2027 | | | |
2028 | | | |
2029 | | | |
2030 | | | |
2031 | | | |
Thereafter | | | |
Total | | $ | |
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Goodwill
The following table shows the change in the carrying amount of goodwill:
| | | |
Goodwill - December 31, 2024 | | $ | — |
Acquisitions (Note 3) | | | |
Goodwill - December 31, 2025 | | | |
Acquisitions (Note 3) | |
| |
Goodwill - September 30, 2026 | | $ | |
The Company evaluates goodwill for impairment at least annually, or more frequently if events or changes in circumstances indicate that goodwill may be impaired. For the year ended December 31, 2025, the Company performed a qualitative assessment and concluded that it was more likely than not that the fair value of its cannabis segment exceeded the carrying amount. Accordingly, the Company determined that it was not necessary to perform a quantitative goodwill impairment test as of that date, and
For the three and nine months ended September 30, 2026, the Company evaluated whether any events or changes in circumstances occurred that would indicate it is more likely than not that goodwill is impaired. Based on this evaluation, the Company concluded that no such triggering events or circumstances existed as of September 30, 2026, and therefore no interim quantitative impairment test was performed and
10. Accounts Payable and Accrued Liabilities
Accounts payable and accrued liabilities as of September 30, 2026 and December 31, 2025 were comprised of the following items:
| | | | | | |
| | September 30, | | December 31, | ||
| | 2026 | | 2025 | ||
Accounts payable – trade | | $ | | | $ | |
Sales, use, and excise taxes payable | | | | | | |
Accrued compensation and benefits | | | | | | |
Accrued transaction, interest, and other expenses | |
| | |
| |
Contract liability | |
| | |
| |
Total accounts payable and accrued liabilities | | $ | | | $ | |
11. Long-Term Debt
First Lien Term Loan and Chicago Atlantic Term Loan
On July 3, 2025, the Company entered into a Loan and Security Agreement (the “First Lien Term Loan”), effective July 7, 2025, with East West Bank, a California banking corporation (“East West Bank”), as Administrative Agent (the “Administrative Agent”), and Western Alliance Bank, an Arizona corporation, as co-administrative agent (the “Co-Admin Agent”).
The First Lien Term Loan provides for an aggregate principal amount of $
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per annum. The First Lien Term Loan shall, at the Administrative Agent’s option, convert to a Prime Rate Loan at the end of the First Lien Term Loan’s current one-month interest period if an event of default shall occur and be continuing, at which time an additional
On July 3, 2025, the Company entered into a secured term loan (the “Chicago Atlantic Term Loan”), effective July 7, 2025, with Chicago Atlantic Opportunity Finance, LLC, as a Lender (the “Lender”), Chicago Atlantic Admin, LLC, as Administrative Agent and Collateral Agent (“2L Agent”) and Chicago Atlantic Credit Advisers, LLC, as Lead Arranger (“Lead Arranger”).
The Chicago Atlantic Term Loan provides for a principal amount of $
The First Lien Term Loan is secured by a perfected first priority security interest in all assets and future assets of the Company. The Chicago Atlantic Term Loan is secured by a second priority security interest in and lien on all existing assets and future assets of the Company.
The proceeds from the First Lien Term Loan and Chicago Atlantic Term Loan were used to retire all of the Company’s existing debt obligations, including the debt arising from acquisitions, including the Mergers.
Long-Term Debt Arising from the purchase of New York Property
On May 26, 2026, the Company's subsidiary, 256 County Route 117 Perth LLC ("Perth Property Buyer"), completed the acquisition of a
In connection with the acquisition, Buyer entered into a term loan with IIP in the original principal amount of $
Concurrently, Buyer entered into a term loan with Chicago Atlantic Lincoln, LLC in the original principal amount of $
Long-Term Debt Arising from Vireo Health of Rocky Mountain
On February 27, 2026, CO Acquisition was acquired by VHC pursuant to a membership interest purchase agreement. In connection with the closing of this acquisition, the Company became obligated under $
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amount equal to all interest that would have accrued through March 30, 2027. The notes were repaid during the nine months ended September 30, 2026.
In connection with the closing of the Asset Sale, the Company became obligated under $
Long-Term debt Arising from the Bridgewell Acquisition
In connection with the acquisition of Bridgewell, the Company assumed a Loan and Security Agreement (the "Bridgewell Credit Facility") dated April 21, 2026, by and among Agribusiness Holdings Limited Partnership, BWAB Holdings, LLC, and Bridgewell Agribusiness LLC, as borrowers, the lenders party thereto, and Chicago Atlantic Financial Services, LLC, as administrative agent. The Bridgewell Credit Facility provides for term loans in an aggregate principal amount of up to $
In connection with the Bridgewell Acquisition, the Company also assumed
BMO Credit Facility
On August 7, 2026, the Company’s indirect subsidiary Prolific Supply LLC, together with certain of its domestic subsidiaries, and BWAB Canada ULC, as borrowers, entered into a Credit Agreement (the “BMO Credit Facility”) with Bank of Montreal, as administrative agent, letter of credit issuer and swing line lender, and the lenders party thereto. The BMO Credit Facility is a senior secured asset-based revolving credit facility for the Company’s non-cannabis agricultural supply business acquired in the Bridgewell Acquisition and Hawthorne Acquisition.
The BMO Credit Facility provides for aggregate revolving commitments of $
The BMO Credit Facility is secured by a first-priority security interest in substantially all of the assets of the borrowers and their subsidiaries, and is guaranteed by certain subsidiaries of Prolific Supply LLC. Prolific Supply Holdco LLC, the direct parent of Prolific Supply LLC, has pledged its equity interests in Prolific Supply LLC as security for the facility. Neither Vireo Growth Inc. nor any of its cannabis operating subsidiaries is a borrower or guarantor under the BMO Credit Facility. The BMO Credit Facility contains customary affirmative and negative covenants, including restrictions on indebtedness, liens, investments, dispositions, restricted payments and transactions with affiliates, and a springing financial covenant requiring the borrowers to maintain a consolidated fixed charge coverage ratio of not less than
The proceeds of the initial borrowings under the BMO Credit Facility were used to repay in full the Bridgewell Credit Facility due to Chicago Atlantic Financial Services, LLC and certain subordinated promissory notes assumed in the Bridgewell Acquisition, and for working capital and general corporate purposes.
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The following table shows a summary of the Company’s long-term debt as of September 30, 2026 and December 31, 2025:
| | | | | | |
| | September 30, | | December 31, | ||
| | 2026 | | 2025 | ||
First lien term loan | | $ | | | $ | |
Chicago Atlantic term loans | | | | | | |
Mortgage notes | | | | | | — |
BMO credit facility | | | | | | — |
Other notes | | | | | | — |
Total long-term debt | |
| | |
| |
Less: current portion | |
| | |
| |
Total long-term debt, net of current portion | | $ | | | $ | |
Unless otherwise specified, all deferred financing costs are treated as a contra-liability, to be netted against the outstanding loan balance and amortized over the remaining life of the loan. As of September 30, 2026 and December 31, 2025, $
As of September 30, 2026, stated maturities of long-term debt were as follows:
| | | |
Remaining 2026 | | $ | |
2027 | | | |
2028 | | | |
2029 | | | |
2030 | | | — |
2031 | | | |
Total | | $ | |
12. Convertible Notes
On July 7, 2025, the Company retired the existing convertible notes, and issued a $
In connection with the Bridgewell Acquisition (Note 3), the Company issued the Bridgewell Convertible Notes to the Bridgewell Sellers on June 5, 2026, with an aggregate principal amount of approximately $
All deferred financing costs are treated as a contra-liability, to be netted against the outstanding loan balance and amortized over the remaining life of the loan. As of each of September 30, 2026 and December 31, 2025, $
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The following table shows a summary of the Company’s convertible debt as of September 30, 2026 and December 31, 2025:
| | | | | | |
| | September 30, | | December 31, | ||
| | 2026 | | 2025 | ||
Beginning of period | | $ | | | $ | |
Principal repayments | | | ( | | | ( |
Issuance and acquisition of additional convertible debt | |
| | |
| |
Amortization of deferred financing costs | | | — | | | |
End of period | | $ | | | $ | |
Less: current portion | |
| | |
| |
Total convertible debt, net current portion | | $ | | | $ | |
13. Notes Receivable
During the three months ended September 30, 2026, the Company purchased undivided participation interests in
On August 11, 2026, the Company purchased a $
On September 4, 2026, the Company purchased an $
On September 29, 2026, the Company paid $
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In connection with the September 29, 2026 participation, a subsidiary of the Company assumed the lease of a cultivation facility used by the borrower, and the Company guarantees that lease. The subsidiary subleased the facility to the borrower for a term ending October 19, 2031. The Company remains primarily obligated under the original lease and continues to account for it under ASC 842.
The Company has concluded that the borrower is a variable interest entity and that the Company has consolidated the borrower from September 29, 2026, forward. The Company holds no equity interest in the borrower, and the borrower’s results are attributed entirely to noncontrolling interests. Because the borrower is a business, the Company accounted for the initial consolidation as a business combination under ASC 805. The amounts recognized are provisional. The Company is still obtaining the information needed to measure the borrower’s identifiable assets and liabilities at their acquisition-date fair values and will adjust the provisional amounts, with corresponding adjustments to goodwill or gain, as that information is obtained during the measurement period, which will not exceed one year from September 29, 2026. The borrower’s assets and liabilities have been provisionally presented in other assets and other liabilities on the consolidated balance sheet at September 30, 2026. Current other assets and non-current other assets were $
Notes receivable as of September 30, 2026 and December 31, 2025 consisted of the following:
| | | | | | |
| | September 30, | | December 31, | ||
| | 2026 | | 2025 | ||
Loan participation receivables, net | | $ | | | $ | — |
Schwazze notes receivable | | | — | | | |
Other | | | | | | |
End of period | | $ | | | $ | |
Less: current portion | |
| | |
| |
Total notes receivable, net current portion | | $ | | | $ | — |
14. Stockholders’ Equity
Shares
The Company’s Articles authorized the Company to issue the following classes of shares with the following par value and voting rights as of September 30, 2026. The liquidation and dividend rights are identical among shares equally in the Company’s earnings and losses on an as converted basis.
| | | | | | |
| | Par Value | | Authorized | | Voting Rights |
Subordinate Voting Share (“SVS”) |
| |
|
| ||
Multiple Voting Share (“MVS”) |
| |
|
|
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On June 1, 2026, the Board approved a share consolidation ratio of
On August 13, 2026, the Board of Directors authorized a normal course issuer bid (the “NCIB”) under which the Company may repurchase up to
Subordinate Voting Shares
Holders of subordinate voting shares are entitled to
Multiple Voting Shares
Holders of multiple voting shares are entitled to one hundred votes for each multiple voting share held.
Multiple voting shares each have the restricted right to convert to one hundred subordinate voting shares subject to adjustments for certain customary corporate changes.
Shares Issued
During the nine months ended September 30, 2026,
During the nine months ended September 30, 2026,
During the nine months ended September 30, 2026,
During the nine months ended September 30, 2026,
During the nine months ended September 30, 2026, the Company issued
During the nine months ended September 30, 2026, the Company issued
During the nine months ended September 30, 2026, the Company issued
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During the nine months ended September 30, 2026, the Company issued
During the nine months ended September 30, 2026,
During the nine months ended September 30, 2025,
During the nine months ended September 30, 2025,
During the nine months ended September 30, 2025,
During the nine months ended September 30, 2025,
During the nine months ended September 30, 2025, employee stock options were exercised for
During the nine months ended September 30, 2025, stock warrants were exercised for
During the nine months ended September 30, 2025,
15. Stock-Based Compensation
Impact of Share Consolidation
The equity compensation plans contain anti-dilution provisions whereby in the event of any change in the capitalization of the Company (including in the event of a share consolidation), the number and type of awards underlying outstanding stock-based compensation awards must be adjusted, as appropriate, in order to prevent dilution or enhancement of rights. The impact of these provisions resulted in a modification of all outstanding stock-based compensation awards upon the Share Consolidation. As the fair value of the awards immediately after the Share Consolidation did not change when compared to the fair value of such awards immediately prior to the Share Consolidation,
Stock Options
In January 2019, the Company adopted the 2019 Equity Incentive Plan (the “EIP”) under which the Company may grant incentive stock options, restricted shares, restricted share units, or other awards. Under the terms of the EIP, a total of
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Options granted under the EIP as of September 30, 2026 and 2025 were valued using the Black-Scholes option pricing model with the following weighted average assumptions for the nine months ended:
| | | | | |
| | September 30, | | September 30, |
|
| | 2026 | | 2025 |
|
Risk-Free Interest Rate | | | % | | % |
Weighted Average Exercise Price | $ | | $ | | |
Weighted Average Stock Price | $ | | $ | | |
Expected Life of Options (years) | | | | ||
Expected Annualized Volatility | | | % | | % |
Grant Fair Value | $ | | $ | | |
Expected Forfeiture Rate | | N/A |
| N/A | |
Expected Dividend Yield | | N/A |
| N/A | |
Stock option activity for the nine months ended September 30, 2026, and for the year ended December 31, 2025, is presented below:
| | | | | | | |
| | | | Weighted Average | | Weighted Avg. | |
| | Number of Options | | Exercise Price | | Remaining Life | |
Balance, December 31, 2024 |
| | | $ | |
| |
Forfeitures |
| ( | |
| |
| — |
Exercised |
| ( | |
| |
| — |
Granted |
| | |
| |
| — |
Options Outstanding at December 31, 2025 |
| | | $ | |
| |
Forfeitures |
| ( | |
| |
| — |
Exercised |
| ( | |
| |
| — |
C21 replacement options | | | | | | | — |
Granted |
| | |
| |
| — |
Options Outstanding at September 30, 2026 |
| | | $ | |
| |
| | | | | | | |
Options Exercisable at September 30, 2026 |
| | | $ | |
| |
During the three and nine-month periods ended September 30, 2026, the Company recognized $
The Company records forfeitures as they occur.
Warrants
Warrants to purchase SVS entitle the holder to purchase
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A summary of the warrants outstanding is as follows:
| | | | | | | |
| | Number of | | Weighted Average | | Weighted Average | |
SVS Warrants | | Warrants | | Exercise Price | | Remaining Life | |
Warrants outstanding at December 31, 2024 | | | | $ | |
| |
Expired | | ( | | | | | — |
Exercised | | ( | | | | | — |
Warrants outstanding at December 31, 2025 |
| | | $ | |
| |
Granted | | | | | | | — |
C21 replacement warrants | | | | | | | — |
Warrants outstanding at September 30, 2026 |
| | | $ | |
| |
| | | | | | | |
Warrants exercisable at September 30, 2026 |
| | | $ | |
| |
| | | | | | | |
| | Number of | | Weighted Average | | Weighted Average | |
SVS Warrants Denominated in C$ | | Warrants | | Exercise Price | | Remaining Life | |
Warrants outstanding at December 31, 2024 and 2025 | | | | $ | | | |
Expired |
| ( | | | — | | — |
Warrants outstanding at September 30, 2026 |
| — | | $ | — |
| — |
Other
During the three and nine months ended September 30, 2026, the Company entered into a consulting arrangement pursuant to which a consultant was granted equity interests in Vireo Health of Rocky Mountain, a consolidated subsidiary, in exchange for strategic advisory and consulting services to be provided over the contractual service period. The arrangement was accounted for as share-based compensation under ASC 718, Compensation—Stock Compensation.
For the three and nine months ended September 30, 2026, the Company recognized share-based compensation expense of $
RSUs
The expense associated with RSUs is generally based on the closing price of the Company’s subordinate voting shares on the business day immediately preceding the grant date, adjusted for the absence of future dividends, and is amortized on a straight-line basis over the period during which the awards are expected to vest.
During the year ended December 31, 2025, the Company granted
The Company also granted
During the three and nine-months ended September 30, 2026, the Company recognized $
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A summary of RSUs is as follows:
| | | | | |
| | | | Weighted Avg. | |
| | Number of Shares | | Fair Value | |
Balance, December 31, 2024 | | | | $ | |
Granted | | | | | |
Settled | | ( | | | |
Forfeitures | | ( | | | |
Balance, December 31, 2025 | | | | | |
Granted | | | | | |
Settled | | ( | | | |
Forfeitures | | ( | | | |
Balance, September 30, 2026 | | | | $ | |
| | | | | |
Vested at September 30, 2026 | | | | $ | |
16. Commitments and Contingencies
The Company is subject to lawsuits, investigations and other claims related to employment, commercial and other matters that arise out of operations in the normal course of business. Periodically, the Company reviews the status of each significant matter and assesses the potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable, and the amount can be reasonably estimated, such amount is recognized in other liabilities.
Contingent liabilities are measured at management’s best estimate of the expenditure required to settle the obligation at the end of the reporting period and are discounted to present value where the effect is material. The Company performs evaluations to identify contingent liabilities for contracts. Contingent consideration is measured upon acquisition and is estimated using probability weighting of potential payouts. Subsequent changes in the estimated contingent consideration from the final purchase price allocation are recognized in the Company’s unaudited interim condensed consolidated statements of operations.
Legal proceedings
Verano
On October 29, 2025, the Company reached a comprehensive settlement (the “Settlement Agreement”) dismissing all outstanding litigation matters between the Company and Verano Holdings Corp. (“Verano”) that were pending before the Supreme Court of British Columbia, Canada. The terms of the Settlement Agreement were approved by the Board and Verano’s board of directors. The value of the settlement to the Company was $
17. Other Income (Expense)
On May 25, 2023, the Company and Grown Rogue International, Inc. (“Grown Rogue”) entered into a strategic agreement whereby Grown Rogue will support the Company in the optimization of its cannabis flower products. As part of this strategic agreement Grown Rogue granted the Company
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expense in the statement of net loss and comprehensive loss for the three and nine month periods ended September 30, 2026.
18. Segment Reporting
To identify the Company’s reportable segments the Company considered various factors including, but not limited to, the Company's products and services, production processes, customers, regulatory environment, and business geography, as well as the degree to which the CODM evaluates the Company's performance and allocates resources.
As a result of the Company's acquisitions of Hawthorne in April 2026 and Bridgewell in June 2026, the Company expanded its operations beyond cannabis into the supply of horticultural and agricultural products to a broader customer base outside of the cannabis industry. Following these acquisitions in the second quarter, the Company reassessed its segment structure and determined that it has
The Company determined that Cannabis and Non-Cannabis represent separate reportable segments because (a) the Cannabis segment's products and services are limited to various forms of cannabis products, while the Non-Cannabis segment's products and services consist of nutrients, lighting, and other materials used for indoor and hydroponic gardening, as well as organic and non-GMO agricultural commodities and food ingredients; (b) the Cannabis segment's customers include retail and wholesale cannabis customers, while the Non-Cannabis segment's customers include manufacturers and other commercial customers outside of the cannabis industry; (c) the Cannabis segment operates within the regulatory environment governing state-legal cannabis markets in the United States, while the Non-Cannabis segment is not subject to such cannabis-specific regulatory regimes; and (d) the Company's CODM reviews discrete financial information and allocates resources separately for each segment.
The Company's Chief Executive Officer serves as the Company's CODM. The CODM assesses performance for each reportable segment and decides how to allocate resources based primarily based on segment operating income (loss), but also based on segment revenues, product costs, operating expenses and gross profit, which is reconciled to consolidated net income (loss) as reported on the statement of net loss and comprehensive loss. The CODM also reviews the significant expense categories presented in the table below in evaluating each segment's performance. A comparison of budgeted results to actual results, by segment, is also used by the CODM to assess business performance.
The Company's Cannabis segment cultivates, processes, and distributes medical and adult-use cannabis products in a variety of formats, as well as related accessories, in the United States. The Company's Non-Cannabis segment provides nutrients, lighting, and other materials used for indoor and hydroponic gardening, and supplies organic and non-GMO agricultural commodities and food ingredients to manufacturers, in the United States. Revenue for both segments is derived from sales in the United States, and the operations of each segment are also located in the United States. The Company's CODM does not review total assets by segment in evaluating segment performance or allocating resources; accordingly, no such measures are disclosed by segment.
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| | | | | | | | | | |
| | Three Months Ended | | |||||||
| | Cannabis | | Non-Cannabis | | TOTAL | | |||
Revenue | | $ | | | $ | | | $ | | |
Product costs | |
| ( | |
| ( | |
| ( | |
Non-cash product costs | | | | | | ( | | | ( | |
Inventory valuation adjustments | |
| ( | |
| | |
| ( | |
Segment Gross Profit | | | | | | | | | | |
Salaries and wages | | | ( | |
| ( | |
| ( | |
Other selling, general and administrative expenses(1) | | | ( | | | ( | | | ( | |
Depreciation | | | ( | |
| ( | |
| ( | |
Amortization | |
| ( | |
| ( | |
| ( | |
Segment operating income (loss) | |
| | |
| ( | |
| | |
Transaction and integration expenses | |
| | | | | |
| ( | |
Stock-based compensation expenses | | | | | | | | | ( | |
Other income (expenses), net | | | | | | | | | ( | |
Income (loss) before income taxes | | | | | | | | $ | | |
| | | | | | | | | | |
| | Nine Months Ended | | |||||||
| | Cannabis | | Non-Cannabis | | TOTAL | | |||
Revenue | | $ | | | $ | | | $ | | |
Product costs | |
| ( | |
| ( | |
| ( | |
Non-cash product costs | | | ( | | | ( | | | ( | |
Inventory valuation adjustments | |
| ( | |
| | |
| ( | |
Segment Gross Profit | | | | | | | | | | |
Salaries and wages | | | ( | |
| ( | |
| ( | |
Other selling, general and administrative expenses(1) | | | ( | | | ( | | | ( | |
Depreciation | | | ( | |
| ( | |
| ( | |
Amortization | |
| ( | |
| ( | |
| ( | |
Segment operating income (loss) | |
| | |
| ( | |
| | |
Transaction and integration expenses | |
| | | | | |
| ( | |
Stock-based compensation expenses | | | | | | | | | ( | |
Other income (expenses), net | | | | | | | | | | |
Income (loss) before income taxes | | | | | | | | $ | | |
(1) Includes insurance expenses, occupancy expenses, and other general expenses. Does not include stock-based compensation expenses.
19. Supplemental Cash Flow Information(1)
| | | | | | |
| | September 30, | | September 30, | ||
| | 2026 | | 2025 | ||
Cash paid for interest | | $ | | | $ | |
Cash paid for income taxes | |
| | |
| — |
Change in construction accrued expenses | |
| | |
| |
Acquisitions: | |
| — | |
| — |
Total consideration transferred | | | | | | |
Cash acquired | | | ( | | | ( |
Total non-cash investing and financing activities, net of cash acquired | | | | | | |
| (1) | For supplemental cash flow information related to leases, refer to Note 8 “Leases.” |
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20. Financial Instruments and Risk Management
Credit risk
Credit risk is the risk of loss associated with counterparty’s inability to fulfill its payment obligations. The Company’s credit risk is primarily attributable to cash, and accounts receivable. A small portion of cash is held on hand, from which management believes the risk of loss is remote. Receivables relate primarily to wholesale sales. The Company does not have significant credit risk with respect to customers. The Company’s maximum credit risk exposure is equivalent to the carrying value of these instruments. The Company has been granted licenses pursuant to the laws of the states it operates in with respect to cultivating, processing, and/or distributing marijuana. Presently, this industry is illegal under United States federal law. The Company has adhered, and intends to continue to adhere, strictly to the applicable state statutes in its operations.
Liquidity risk
The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As of September 30, 2026, the Company’s financial liabilities consist of accounts payable and accrued liabilities, debt and convertible debt. The Company manages liquidity risk by reviewing its capital requirements on an ongoing basis. Historically, the Company’s main source of funding has been additional funding from investors and debt issuances. The Company’s access to financing is always uncertain. There can be no assurance of continued access to significant equity financing.
Legal Risk
The Company operates in the United States. The U.S. federal government regulates drugs through the CSA, which places controlled substances, including cannabis, in a schedule. The Partial Rescheduling Rule, however, resulted in the rescheduling to Schedule III of (i) FDA-approved drug products containing marijuana and (ii) marijuana in any form covered by a state medical marijuana license. Regarding state-legal medical marijuana, the DEA also created a pathway for state medical marijuana licensees to register and continue operating compliantly under Schedule III. On November 2, 2026, the Company announced that the DEA had issued registrations through this pathway for all
As a general matter, however, cannabis remains a Schedule I drug outside of the specific conditions outlined above. Under U.S. federal law, a Schedule I drug or substance has a high potential for abuse, has no accepted medical use in the U.S., and lacks accepted safety for use under medical supervision. Although the FDA has approved certain drugs containing marijuana, it has not approved marijuana itself as a safe and effective drug. In the U.S., marijuana is largely regulated at the state level. Despite recent federal action to align state medical licensing requirements with Schedule III registration requirements, state laws regulating adult-use cannabis are still in direct conflict with the CSA, which makes adult-use cannabis use and possession federally illegal.
Notwithstanding the recent Partial Rescheduling Rule, while our activities comply with applicable state and local laws, strict adherence to those laws does not absolve the Company of liability under federal law nor provide a defense against federal enforcement actions with respect to adult-use operations. Furthermore, if Congress were to reverse the historical protections of the Rohrabacher-Farr amendment (prohibiting the Department of Justice from expending resources to interfere with state medical marijuana laws), or if a court were to invalidate the Partial Rescheduling Rule, the Company could face additional potential liability with respect to its medical operations.
Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign currency rates. Given the Company’s financial transactions are rarely denominated in a foreign currency, there is minimal foreign currency risk exposure.
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Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company currently carries variable interest-bearing debt subject to fluctuations in the United States Prime rate and Secured Overnight Financing Rate. However, management believes that the impact of reasonably possible changes in interest rates on the Company’s consolidated results of operations and cash flows would not be material.
21. Related Party Transactions
As of each of September 30, 2026 and December 31, 2025, the Company owed $
Details surrounding the lending and loan participation relationships between the Company and Chicago Atlantic, are described in Note 11 “Long-Term Debt”, Note 12 “Convertible Notes”, and Note 13 “Notes Receivable.”
During the three months ended September 30, 2026 and 2025, the Company paid Chicago Atlantic $
John Mazarakis, the Company’s Chief Executive Officer, is a partner of Chicago Atlantic Group, LP, an affiliate of Chicago Atlantic Admin, LLC and Chicago Atlantic Financial Services, LLC.
22. Income Taxes
Following an April 2026 U.S. Department of Justice order reclassifying state-licensed medical cannabis from Schedule I to Schedule III of the Controlled Substances Act, management has concluded, at the more-likely-than-not level under ASC 740-10-25, that selling, general and administrative expenses attributable to the Company’s medical cannabis activity are deductible. The Company has applied this position prospectively, beginning April 23, 2026. As a result, selling, general and administrative expenses associated with medical use cannabis states on or after that date no longer gives rise to an uncertain tax position. For periods before April 23, 2026, the Company continues to treat the deduction of such expenses as an uncertain tax position and has not recognized the related tax benefit.
Whether relief will be available for periods before April 23, 2026, and from what date, will depend on future legislation or Treasury and IRS guidance. From August 29, 2023, the date on which the U.S. Department of Health and Human Services recommended to the Drug Enforcement Administration that marijuana be rescheduled to Schedule III, to April 22, 2026, approximately $
The Company’s position, including its effective date, and the estimate of potential retroactive relief, involves significant estimation and judgment in the absence of formal Treasury or IRS guidance, which is expected but has not yet been issued. The Company will continue to monitor forthcoming guidance and related regulatory developments and will revise its position and estimates as further information becomes available, which could result in a material adjustment to the Company’s income tax provision in future periods.
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23. Subsequent Events
On October 2, 2026, Vireo Property Holdings, LLC and four of its wholly owned subsidiaries, including the Perth Property Buyer (collectively, the “Borrowers”), entered into a loan agreement with Needham Bank (“Needham”) providing for a $
On November 9, 2026, the Company completed its previously announced acquisition of all of the issued and outstanding shares of Fluent Corp. (“Fluent”), a vertically integrated cannabis operator in Florida, New York and Texas, pursuant to the arrangement agreement dated April 29, 2026, as amended June 8, 2026, by way of a court-approved plan of arrangement under the Business Corporations Act (Ontario). Immediately prior to closing, a portion of Fluent’s indebtedness under its senior secured credit agreement was converted into Fluent common shares, and all Fluent common shares were then exchanged for an aggregate of
,
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of our financial condition and results of operations together with the financial information and the notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q. References to “we,” “our,” “us,” the “Company,” and “Vireo Growth” refer to Vireo Growth, Inc. together with its subsidiaries unless the context otherwise requires. Amounts are presented in United States dollars, except as otherwise indicated.
Forward-Looking Statements
Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report on Form 10-Q, including information with respect to our outlook, plans and strategy for our business and potential financing, includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or “forward-looking information” within the meaning of Canadian securities laws. These statements are often identified by the use of words such as “anticipate,” “believe,” “continue,” “remain,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “will,” “would,” “should,” “potential,” “intention,” “strategy,” “strategic,” “approach,” “subject to,” “possible,” “pending,” “if,” or the negative or plural of these words or similar expressions or variations. Such forward-looking statements and forward-looking information are subject to a number of risks, uncertainties, assumptions and other factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by the forward-looking statements or forward-looking information. Factors that could cause or contribute to such differences include, but are not limited to, those identified in this Quarterly Report on Form 10-Q and those discussed in the section titled “Risk Factors” set forth in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025, and in our other SEC and Canadian public filings. Such forward-looking statements reflect our beliefs and opinions on the relevant subject based on information available to us as of the date of this report, and while we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements. You should not rely upon forward-looking statements or forward-looking information as
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predictions of future events. Furthermore, such forward-looking statements or forward-looking information speak only as of the date of this report. Except as required by law, we undertake no obligation to update any forward-looking statements or forward-looking information to reflect events or circumstances after the date of such statements.
Overview of the Company
Vireo Growth is a multi-segment company the mission of which is to provide safe access, quality products, and value to its customers while supporting its local communities through active participation and restorative justice programs. The Company is evolving with the cannabis industry and is in the midst of a transformation to being significantly more customer-centric across its operations. Through our Cannabis segment, we cultivate, manufacture, and distribute cannabis products through our growing network of retail dispensaries we own or operate, as well as to third-party dispensaries, across limited-license markets through our state-licensed subsidiaries. Through our Non-Cannabis segment, we supply nutrients, lighting, and other horticultural products to the indoor and hydroponic gardening industry, and organic, non-GMO, and conventional food and agricultural ingredients to food manufacturers and retailers.
Reporting Segments
We report our operating results in two business segments: (i) Cannabis and (ii) Non-Cannabis.
Our Cannabis segment cultivates, manufactures, and distributes cannabis products to third parties in wholesale markets and sells cannabis products directly to approved patients and adult-use customers in our owned or operated retail stores. During the three months ended September 30, 2026, the Cannabis segment had operating revenue in ten states: California, Colorado, Florida, Maryland, Minnesota, Missouri, Nevada, New Mexico, New York, and Utah.
Our Non-Cannabis segment provides nutrients, lighting, and other materials used for indoor and hydroponic gardening in North America through The Hawthorne Gardening Company LLC and certain of its subsidiaries ("Hawthorne"), which was acquired on April 8, 2026, and supplies organic, non-GMO, and conventional food and agricultural products, including natural ingredients such as grains, flours, edible oils, beans, nuts, and specialty ingredients, to food manufacturers and retailers through Bridgewell Agribusiness LLC and certain of its subsidiaries ("Bridgewell"), which was acquired on June 5, 2026. Unlike our Cannabis segment, the Non-Cannabis segment serves a broad commercial customer base and is not subject to state cannabis licensing or regulatory regimes. The Non-Cannabis segment's results are included in our consolidated results from the respective acquisition dates of each of Hawthorne and Bridgewell.
Business Combinations
On December 18, 2024, we entered into the Merger Agreements in connection with the Deep Roots Merger, the Proper Mergers, and the Wholesome Merger. Each Merger was an all-share transaction whereby, at the closing of each Merger, (i) a new wholly-owned subsidiary of the Company merged with and into Deep Roots, (ii) a new wholly-owned subsidiary of the Company merged with and into Wholesome, and (iii) the Proper Companies each merged with and into new wholly-owned subsidiaries of the Company. None of the Mergers were contingent upon the completion of any of the other Mergers. The Wholesome Merger closed on May 12, 2025, the Proper Mergers closed on June 5, 2025, and the Deep Roots Merger closed on June 6, 2025.
On March 19, 2026, the Company completed the acquisition of a controlling interest in Vireo Health of Rocky Mountain, LLC, which acquired 45 dispensaries and two manufacturing facilities in Colorado and New Mexico through the Schwazze restructuring transaction.
On April 1, 2026, the Company completed the acquisition of Eaze Inc. ("Eaze"), a cannabis delivery and technology platform operating in California and Florida.
On April 8, 2026, the Company completed the acquisition of Hawthorne from The Scotts Miracle-Gro Company. On June 5, 2026, the Company completed the acquisition of all of the issued and outstanding partnership interests of Bridgewell.
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The Hawthorne and Bridgewell acquisitions represent the Company's strategic expansion into operations outside of the cannabis industry, establishing the Company's Non-Cannabis segment. See Note 3 for additional information regarding these acquisitions.
On August 7, 2026, the Company completed the acquisition of seventeen retail dispensaries in Colorado from PharmaCann Inc.
On August 21, 2026, the Company completed the acquisition of C21 Investments Inc. (“C21”), a cannabis cultivation and retail operator in Nevada.
Three months ended September 30, 2026, Compared to Three months ended September 30, 2025
Revenue
We derived our revenue from two reportable segments: Cannabis and Non-Cannabis.
Cannabis segment revenue is derived from cultivating, processing, and distributing cannabis products through our dispensaries in ten states and our wholesale sales to third parties. For the three months ended September 30, 2026, 88% of our Cannabis segment revenue was generated from retail dispensaries and 12% from the wholesale business. For the three months ended September 30, 2025, 83% of our revenue was generated from retail business and 17% from wholesale business.
Cannabis segment revenue for the three months ended September 30, 2026, was $198.1 million, an increase of $106.4 million or 116% compared to revenue of $91.7 million for the three months ended September 30, 2025, primarily driven by the acquisitions of C21, PharmaCann, Eaze and Vireo Health of Rocky Mountain in 2026.
Retail revenue for the three months ended September 30, 2026, was $173.4 million, an increase of $97.4 million or 128% compared to retail revenue of $76.0 million for the three months ended September 30, 2025 primarily driven by the acquisitions of C21, PharmaCann, Eaze and Vireo Health of Rocky Mountain in 2026.
Wholesale revenue for the three months ended September 30, 2026, was $24.7 million, an increase of $9.0 million or 57% compared to wholesale revenue of $15.7 million for the three months ended September 30, 2025, primarily driven by increased throughput in the New York market.
Non-Cannabis segment revenue for the three months ended September 30, 2026, was $55.6 million. There is no comparative revenue for the three months ended September 30, 2025, as no non-cannabis business was owned during that period.
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| | | | | | | | | | | | |
| | Three Months Ended | | | | | |
| ||||
| | September 30, | | | | | |
| ||||
| | 2026 | | 2025 | | $ Change | | % Change |
| |||
Retail: | | | |
| | |
| | |
| | |
MN | | $ | 17.1 | | $ | 12.0 | | $ | 5.1 |
| 43 | % |
NY | |
| 0.7 | |
| 1.0 | |
| (0.3) |
| (30) | % |
MD | | | 6.5 | | | 6.6 | | | (0.1) | | (2) | % |
UT | | | 13.0 | | | 11.5 | | | 1.5 | | 13 | % |
NV | | | 31.6 | | | 24.9 | | | 6.7 | | 27 | % |
MO | | | 21.8 | | | 20.0 | | | 1.8 | | 9 | % |
CO | | | 42.6 | | | — | | | 42.6 | | 100 | % |
NM | | | 9.9 | | | — | | | 9.9 | | 100 | % |
CA | | | 17.5 | | | — | | | 17.5 | | 100 | % |
FL | | | 12.7 | | | — | | | 12.7 | | 100 | % |
Total Retail | | $ | 173.4 | | $ | 76.0 | | $ | 97.4 |
| 128 | % |
| | | | | | | | | | | | |
Wholesale: | |
| | |
| | |
| |
| | |
MN | | $ | 0.2 | | $ | 0.1 | | $ | 0.1 |
| 100 | % |
NY | |
| 12.1 | |
| 5.1 | |
| 7.0 |
| 137 | % |
MD | | | 3.0 | | | 3.7 | | | (0.7) | | (19) | % |
UT | | | 2.4 | | | 1.9 | | | 0.5 | | 26 | % |
NV | | | 0.2 | | | — | | | 0.2 | | 100 | % |
MO | | | 5.9 | | | 4.9 | | | 1.0 | | 20 | % |
CO | | | 0.9 | | | — | | | 0.9 | | 100 | % |
Total Wholesale | | $ | 24.7 | | $ | 15.7 | | $ | 9.0 |
| 57 | % |
| | | | | | | | | | | | |
Total Cannabis Revenue | | $ | 198.1 | | $ | 91.7 | | $ | 106.4 | | 116 | % |
| | | | | | | | | | | | |
Non-Cannabis Revenue | | | 55.6 | | | — | | | 55.6 | | 100 | % |
| | | | | | | | | | | | |
Total Revenue | | $ | 253.7 | | $ | 91.7 | | $ | 162.0 |
| 177 | % |
Cost of Sales and Gross Profit
Gross profit reflects total net revenue less cost of sales. Cost of sales represents the costs attributable to producing bulk materials and finished goods, which includes direct materials, labor, and certain indirect costs such as depreciation, insurance, utilities, and valuation adjustments.
For the Cannabis segment, cost of sales is determined from costs related to the cultivation and processing of cannabis and cannabis-derived products, as well as the cost of finished goods inventory purchased from third parties and valuation adjustments. Cannabis costs are affected by various state regulations that limit the sourcing and procurement of cannabis products, which may create fluctuations in gross profit over comparative periods as the regulatory environment changes.
For the Non-Cannabis segment, cost of sales is determined from costs related to the procurement and distribution of horticultural products, including nutrients and lighting, through Hawthorne, and the sourcing and supply of organic, non-GMO, and conventional food and agricultural ingredients through Bridgewell. Non-Cannabis cost of sales may fluctuate over comparative periods due to changes in commodity prices, supply chain conditions, and product mix.
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Cannabis Segment
Cost of sales for the Cannabis segment for the three months ended September 30, 2026, was $97.7 million, an increase of $43.4 million compared to $54.3 million for the three months ended September 30, 2025, primarily driven by the increase in sales and acquisition activity. Cost of sales are determined from costs related to the cultivation and processing of cannabis and cannabis-derived products as well as the cost of finished goods inventory purchased from third parties and valuation adjustments.
Gross profit for the Cannabis segment for the three months ended September 30, 2026, was $100.4 million, representing a gross margin of 51%. In comparison, gross profit for the three months ended September 30, 2025, was $37.4 million or a 41% gross margin. The increase in gross margin was primarily driven by the decrease in non-cash product costs associated with the acquisition related inventory fair value step up.
Non-Cannabis Segment
Cost of sales for the Non-Cannabis segment for the three months ended September 30, 2026, was $48.2 million. There is no comparative cost of sales for the three months ended September 30, 2025, as no non-cannabis business was owned during that period.
Gross profit for the Non-Cannabis segment for the three months ended September 30, 2026, was $7.4 million, representing a gross margin of 13%. There is no comparative gross profit for the three months ended September 30, 2025, as no non-cannabis business was owned during that period.
Operating Expenses
Total expenses other than the cost of sales consist of selling costs to support customer relationships, marketing, and branding activities. They also include a significant investment in the corporate infrastructure required to support ongoing business. Total expenses reflect costs across both the Cannabis and Non-Cannabis segments, as well as unallocated corporate expenses.
Selling costs generally correlate to revenue. In the short-term as a percentage of sales, we expect selling costs to remain relatively flat. However, as anticipated positive regulatory developments in our core markets occur, we expect selling costs as a percentage of sales to decrease via growth in our retail and wholesale channels.
General and administrative expenses also include costs incurred at the corporate offices, primarily related to personnel costs, including salaries, benefits, and other professional service costs, as well as corporate insurance, legal and professional fees associated with being a publicly traded company. We expect general and administrative expenses as a percentage of sales to decrease as we realize revenue growth both organically and through anticipated positive regulatory developments in our core markets.
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Cannabis Segment
Operating expenses, for the three months ended September 30, 2026, were $73.2 million, an increase of $41.4 million compared to total expenses of $31.8 million for the three months ended September 30, 2025 primarily driven by the acquisitions of C21, PharmaCann, Eaze and Vireo Health of Rocky Mountain in 2026.
Non-Cannabis Segment
Operating expenses for the Non-Cannabis segment for the three months ended September 30, 2026, were $8.6 million. There is no comparative figure for the three months ended September 30, 2025, as no non-cannabis business was owned during that period.
Other Operating Expenses
Other operating expenses for the three months ended September 30, 2026, were $18.4 million an increase of $13.6 million compared to $4.8 million for the three months ended September 30, 2025 primarily driven by increased transaction expenses associated with the acquisition activity in the current year.
Income (loss) from operations
Income from operations for the three months ended September 30, 2026, was $7.6 million an increase of $6.8 million compared to income of $0.8 million for the three months ended September 30, 2025.
Total Other Income (Expense)
Total other expense for the three months ended September 30, 2026, was $3.6 million a decrease of $10.2 million compared to total other expense of $13.8 million for the three months ended September 30, 2025. This change was primarily attributable to the loss on extinguishment of debt recorded in the prior year period and the gain on the change in fair value of contingent consideration recorded in the third quarter of this year.
Provision for Income Taxes
Income tax expense is recognized based on the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at year-end. For the three months ended September 30, 2026, tax expense totaled $28.0 million compared to tax expense of $13.3 million for the three months ended September 30, 2025. The increase in tax expense was driven by the increase in gross profit relative to the prior year.
Nine months ended September 30, 2026, Compared to Nine months ended September 30, 2025
Revenue
We derived our revenue from two reportable segments: Cannabis and Non-Cannabis.
Cannabis segment revenue is derived from cultivating, processing, and distributing cannabis products through our dispensaries in ten states and our wholesale sales to third parties. For the nine months ended September 30, 2026, 87% of our Cannabis segment revenue was generated from retail dispensaries and 13% from the wholesale business. For the nine months ended September 30, 2025, 80% of our revenue was generated from retail business and 20% from wholesale business.
Cannabis segment revenue for the nine months ended September 30, 2026, was $480.1 million, an increase of $315.8 million or 192% compared to revenue of $164.3 million for the nine months ended September 30, 2025, primarily driven by the acquisitions of C21, PharmaCann, Eaze and Vireo Health of Rocky Mountain in 2026, as well as the acquisitions
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of Wholesome, Deep Roots, and Proper, which were completed in the second quarter of 2025, and therefore contributed only partially to the prior year comparative period.
Retail revenue for the nine months ended September 30, 2026, was $417.4 million, an increase of $285.5 million or 216% compared to retail revenue of $131.9 million for the nine months ended September 30, 2025, primarily driven by the acquisitions of C21, PharmaCann, Eaze and Vireo Health of Rocky Mountain in 2026, as well as the acquisitions of Wholesome, Deep Roots, and Proper, which were completed in the second quarter of 2025, and therefore contributed only partially to the prior year comparative period.
Wholesale revenue for the nine months ended September 30, 2026, was $62.7 million, an increase of $30.3 million or 94% compared to wholesale revenue of $32.4 million for the nine months ended September 30, 2025, primarily driven by increased throughput in the New York market, as well as the acquisitions of Wholesome, Deep Roots, and Proper, which were completed in the second quarter of 2025, and therefore contributed only partially to the prior year comparative period.
Non-Cannabis segment revenue for the nine months ended September 30, 2026, was $89.1 million, reflecting partial-period contributions from Hawthorne, acquired April 8, 2026, and Bridgewell, acquired June 5, 2026. There is no comparative revenue for the nine months ended September 30, 2025, no non-cannabis business was owned during that period.
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| | | | | | | | | | | | |
| | Nine Months Ended | | | | | |
| ||||
| | September 30, | | | | | |
| ||||
| | 2026 | | 2025 | | $ Change | | % Change |
| |||
Retail: | | | |
| | |
| | |
| | |
MN | | $ | 54.3 | | $ | 34.0 | | $ | 20.3 |
| 60 | % |
NY | |
| 2.3 | |
| 3.3 | |
| (1.0) |
| (30) | % |
MD | | | 19.8 | | | 20.1 | | | (0.3) | | (1) | % |
UT | | | 38.4 | | | 17.6 | | | 20.8 | | 118 | % |
NV | | | 87.3 | | | 31.3 | | | 56.0 | | 179 | % |
MO | | | 63.4 | | | 25.6 | | | 37.8 | | 148 | % |
CO | | | 73.7 | | | — | | | 73.7 | | 100 | % |
NM | | | 20.5 | | | — | | | 20.5 | | 100 | |
CA | | | 35.5 | | | — | | | 35.5 | | 100 | % |
FL | | | 22.2 | | | — | | | 22.2 | | 100 | % |
Total Retail | | $ | 417.4 | | $ | 131.9 | | $ | 285.5 |
| 216 | % |
| | | | | | | | | | | | |
Wholesale: | |
| | |
| | |
| |
| | |
MN | | $ | 0.3 | | $ | 0.5 | | $ | (0.2) |
| (40) | % |
NY | |
| 26.2 | |
| 10.2 | |
| 16.0 |
| 157 | % |
MD | | | 9.8 | | | 12.0 | | | (2.2) | | (18) | % |
UT | | | 7.6 | | | 3.0 | | | 4.6 | | 153 | % |
NV | | | 0.5 | | | 0.1 | | | 0.4 | | 400 | % |
MO | | | 16.5 | | | 6.6 | | | 9.9 | | 150 | % |
CO | | | 1.8 | | | — | | | 1.8 | | 100 | % |
Total Wholesale | | $ | 62.7 | | $ | 32.4 | | $ | 30.3 |
| 94 | % |
| | | | | | | | | | | | |
Total Cannabis Revenue | | $ | 480.1 | | $ | 164.3 | | $ | 315.8 | | 192 | % |
| | | | | | | | | | | | |
Non-Cannabis Revenue | | | 89.1 | | | — | | | 89.1 | | 100 | % |
| | | | | | | | | | | | |
Total Revenue | | $ | 569.2 | | $ | 164.3 | | $ | 404.9 |
| 246 | % |
Cost of Sales and Gross Profit
Gross profit reflects total net revenue less cost of sales. Cost of sales represents the costs attributable to producing bulk materials and finished goods, which includes direct materials, labor, and certain indirect costs such as depreciation, insurance, utilities, and valuation adjustments.
For the Cannabis segment, cost of sales is determined from costs related to the cultivation and processing of cannabis and cannabis-derived products, as well as the cost of finished goods inventory purchased from third parties and valuation adjustments. Cannabis costs are affected by various state regulations that limit the sourcing and procurement of cannabis products, which may create fluctuations in gross profit over comparative periods as the regulatory environment changes.
For the Non-Cannabis segment, cost of sales is determined from costs related to the procurement and distribution of horticultural products, including nutrients and lighting, through Hawthorne, and the sourcing and supply of organic, non-GMO, and conventional food and agricultural ingredients through Bridgewell. Non-Cannabis cost of sales may fluctuate over comparative periods due to changes in commodity prices, supply chain conditions, and product mix.
Cannabis Segment
Cost of sales for the Cannabis segment for the nine months ended September 30, 2026, was $230.0 million, an increase of $135.9 million compared to $94.1 million for the nine months ended September 30, 2025, primarily driven by the increase
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in sales and acquisition activity. Cost of sales are determined from costs related to the cultivation and processing of cannabis and cannabis-derived products as well as the cost of finished goods inventory purchased from third parties and valuation adjustments.
Gross profit for the Cannabis segment for the nine months ended September 30, 2026, was $250.1 million, representing a gross margin of 52%. In comparison, gross profit for the nine months ended September 30, 2025, was $70.2 million or a 43% gross margin. The margin increase was primarily driven by the decrease in non-cash product costs associated with the acquisition related inventory fair value step up.
Non-Cannabis Segment
Cost of sales for the Non-Cannabis segment for the nine months ended September 30, 2026, was $76.9 million. There is no comparative cost of sales for the nine months ended September 30, 2025, as no non-cannabis business was owned during that period.
Gross profit for the Non-Cannabis segment for the nine months ended September 30, 2026, was $12.2 million, representing a gross margin of 14%. There is no comparative gross profit for the nine months ended September 30, 2025, as no non-cannabis business was owned during that period.
Operating Expenses
Operating expenses other than the cost of sales consist of selling costs to support customer relationships, marketing, and branding activities. They also include a significant investment in the corporate infrastructure required to support ongoing business. Total expenses reflect costs across both the Cannabis and Non-Cannabis segments, as well as unallocated corporate expenses.
Selling costs generally correlate to revenue. In the short-term as a percentage of sales, we expect selling costs to remain relatively flat. However, as anticipated positive regulatory developments in our core markets occur, we expect selling costs as a percentage of sales to decrease via growth in our retail and wholesale channels.
General and administrative expenses also include costs incurred at the corporate offices, primarily related to personnel costs, including salaries, benefits, and other professional service costs, as well as corporate insurance, legal and professional fees associated with being a publicly traded company. We expect general and administrative expenses as a percentage of sales to decrease as we realize revenue growth both organically and through anticipated positive regulatory developments in our core markets.
Cannabis Segment
Operating expenses for the nine months ended September 30, 2026, were $175.0 million, an increase of $122.0 million compared to total expenses of $53.0 million for the nine months ended September 30, 2025, primarily driven by the acquisitions of C21, PharmaCann, Eaze and Vireo Health of Rocky Mountain in 2026, as well as the acquisitions of Wholesome, Deep Roots, and Proper, which were completed in the second quarter of 2025, and therefore contributed only partially to the prior year comparative period.
Non-Cannabis Segment
Operating expenses for the Non-Cannabis segment for the nine months ended September 30, 2026, were $13.5 million. There is no comparative figure for the nine months ended September 30, 2025, as no non-cannabis business was owned during that period.
Other Operating Expenses
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Other operating expenses for the nine months ended September 30, 2026, were $63.6 million an increase of $47.2 million compared to $16.4 million for the nine months ended September 30, 2025 primarily driven by increased transaction expenses associated with the acquisition activity in the current year.
Income (loss) from operations
Income from operations for the nine months ended September 30, 2026, was $10.4 million an increase of $9.6 million compared to income of $0.8 million for the nine months ended September 30, 2025.
Total Other Income (Expense)
Total other income for the nine months ended September 30, 2026, was $3.6 million a change of $32.2 million compared to total other expense of $28.6 million for the nine months ended September 30, 2025. This change was primarily attributable to the bargain purchase gain recognized in connection with the Hawthorne acquisition.
Provision for Income Taxes
Income tax expense is recognized based on the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at year-end. For the nine months ended September 30, 2026, tax expense totaled $58.4 million compared to tax expense of $19.9 million for the nine months ended September 30, 2025. The increase in tax expense was driven by the increase in gross profit relative to the prior year.
NON-GAAP MEASURES
Earnings before interest, taxes, depreciation and amortization (“EBITDA”) and Adjusted EBITDA are non-GAAP measures that do not have standardized definitions under GAAP. The following information provides reconciliations of the supplemental non-GAAP financial measures EBITDA and Adjusted EBITDA presented herein to the most directly comparable financial measures calculated and presented in accordance with GAAP. We have provided these non-GAAP financial measures, which are not calculated or presented in accordance with GAAP, as supplemental information and in addition to the financial measures that are calculated and presented in accordance with GAAP. These supplemental non-GAAP financial measures are presented because management has evaluated the financial results both including and excluding the adjusted items and believes that the supplemental non-GAAP financial measures presented provide additional perspective and insights when analyzing the core operating performance of the business. The supplemental non-
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GAAP financial measures should not be considered superior to, as a substitute for, or as an alternative to, and should be considered in conjunction with, the GAAP financial measures presented.
| | | | | | | | | | | | |
| | Nine Months Ended | | Three Months Ended | ||||||||
| | September 30, | | September 30, | ||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | ||||
Net income (loss) | | $ | (44.4) | | $ | (47.7) | | $ | (24.0) | | $ | (26.3) |
Interest expense, net | |
| 28.8 | |
| 22.2 | |
| 11.6 | |
| 6.9 |
Income taxes | |
| 58.4 | |
| 19.9 | |
| 28.0 | |
| 13.3 |
Depreciation & Amortization | |
| 15.6 | |
| 3.4 | |
| 5.8 | |
| 2.1 |
Depreciation and amortization included in cost of sales | |
| 12.5 | |
| 3.2 | |
| 5.4 | |
| 1.9 |
EBITDA (non-GAAP) | | $ | 70.9 | | $ | 1.0 | | $ | 26.8 | | $ | (2.1) |
Non-cash inventory adjustments | |
| 5.1 | |
| 17.8 | |
| 1.4 | |
| 13.4 |
Grown Rogue termination fee included in cost of goods sold | | | — | | | 0.5 | | | — | | | — |
Change in the fair value of contingent consideration | | | (3.0) | | | — | | | (5.6) | | | — |
Stock-based compensation | |
| 20.5 | |
| 9.6 | |
| 6.0 | |
| 4.0 |
Transaction and integration expenses | | | 43.1 | | | 8.7 | | | 12.4 | | | 2.7 |
Other (income) expense | |
| 0.5 | |
| (0.9) | |
| 1.1 | |
| (0.5) |
Bargain purchase gain | | | (21.0) | | | — | | | 0.7 | | | — |
Severance expense | | | — | | | 0.7 | | | — | | | 0.1 |
Loss on disposal of assets | |
| 0.5 | |
| 7.8 | |
| (0.1) | |
| 7.8 |
Adjusted EBITDA (non-GAAP) | | $ | 116.6 | | $ | 45.2 | | $ | 42.7 | | $ | 25.4 |
Liquidity, Financing Activities During the Period, and Capital Resources
We are generating cash from sales and deploying our capital reserves to acquire and develop assets capable of producing additional revenues and earnings over both the immediate and near term. Capital reserves are for capital expenditures and improvements in existing facilities, product development and marketing, customer, supplier, investor, industry relations, and working capital.
Current management forecasts and related assumptions support the view that we can adequately manage the operational needs of the business.
First Lien Term Loan and Chicago Atlantic Term Loan
On July 3, 2025, the Company entered into a Loan and Security Agreement (the “First Lien Term Loan”), effective July 7, 2025, with East West Bank, a California banking corporation (“East West Bank”), as Administrative Agent (the “Administrative Agent”), and Western Alliance Bank, an Arizona corporation, as co-administrative agent (the “Co-Admin Agent”).
The First Lien Term Loan provides for an aggregate principal amount of $120 million. The aggregate principal amount of the First Lien Term Loan amortizes in quarterly installments of $3 million. The Company will make such quarterly amortization payments commencing on December 31, 2025 and on the last business day of each quarter thereafter through and including July 3, 2028. Upon maturity of the First Lien Term Loan on July 3, 2028, the remaining outstanding principal amount of the First Lien Term Loan, and all accrued and unpaid interest thereon, will be due and payable in full. The First Lien Term Loan bears interest at the one-month Term Secured Overnight Financing Rate (subject to a 3% floor) plus 4% per annum. The First Lien Term Loan shall, at the Administrative Agent’s option, convert to a Prime Rate Loan at the end of the First Lien Term Loan’s current one-month interest period if an event of default shall occur and be continuing, at which time an additional 2% of default interest will also be applicable to the First Lien Term Loan.
On July 3, 2025, the Company entered into a secured term loan (the “Chicago Atlantic Term Loan”), effective July 7, 2025, with Chicago Atlantic Opportunity Finance, LLC, as a Lender (the “Lender”), Chicago Atlantic Admin, LLC, as Administrative Agent and Collateral Agent (“2L Agent”) and Chicago Atlantic Credit Advisers, LLC, as Lead Arranger (“Lead Arranger”).
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The Chicago Atlantic Term Loan provides for a principal amount of $33 million to be loaned to the Company along with a $50 million accordion feature, available to support future strategic initiatives, subject to the sole discretion of the Lender and 2L Agent. Amortization payments are due and payable monthly on each payment date in an amount equal to 1% of the loan amount starting November 30, 2025. All unpaid and accrued interest is due and payable on the maturity date of October 2, 2028, with an option to extend for an additional year subject to a 1% extension fee of all loans advanced by lenders under the Chicago Atlantic Term Loan. The Chicago Atlantic Term Loan bears interest at the Prime Rate (subject to a 7.5% floor) plus 5.5% per annum.
The First Lien Term Loan is secured by a perfected first priority security interest in all assets and future assets of the Company. The Chicago Atlantic Term Loan is secured by a second priority security interest in and lien on all existing assets and future assets of the Company.
The proceeds from the First Lien Term Loan and Chicago Atlantic Term Loan were used to retire all of the Company’s existing debt obligations, including the debt arising from acquisitions, including the Mergers.
Long-Term Debt Arising from the purchase of New York Property
On May 26, 2026, the Company's subsidiary, 256 County Route 117 Perth LLC ("Perth Property Buyer"), completed the acquisition of a 389,000 square foot cannabis cultivation and production facility located in Perth, New York (the "Perth Property") from IIP-NY 2 LLC, a subsidiary of Innovative Industrial Properties, Inc. ("IIP"), for an aggregate purchase price of $90.2 million. The Perth Property was previously leased by VHNY from IIP under a finance lease arrangement. In connection with the acquisition, VHNY’s existing lease for the Perth Property was terminated, and the Company derecognized the related right-of-use asset and lease liability.
In connection with the acquisition, Buyer entered into a term loan with IIP in the original principal amount of $49.0 million (the "Seller Note"). The Seller Note bears interest at 15% per annum, payable monthly on an interest-only basis, and has an initial maturity date of May 25, 2027, with two one-year extension options available to the Perth Property Buyer upon payment of a 1.0% extension fee and absence of an uncured event of default. The Seller Note is secured by a first-priority mortgage on the Perth Property and is unconditionally guaranteed by the Company. On October 2, 2026, the Company repaid the Seller Note in full. See Note 23, Subsequent Events.
Concurrently, Buyer entered into a term loan with Chicago Atlantic Lincoln, LLC in the original principal amount of $41.0 million (the "Chicago Atlantic Perth Loan"), bearing interest at prime plus 5.25% per annum and maturing on May 22, 2028. The Chicago Atlantic Perth Loan is secured by a second-priority mortgage on the Perth Property, subordinated to the Seller Note pursuant to an intercreditor agreement, and is guaranteed by Vireo Health. The Chicago Atlantic Perth Loan permits voluntary prepayment subject to a make-whole premium
Long-Term Debt Arising from Vireo Health of Rocky Mountain
On February 27, 2026, CO Acquisition was acquired by VHC pursuant to a membership interest purchase agreement. In connection with the closing of this acquisition, the Company became obligated under $28.2 million of notes payable due to Chicago Atlantic Admin, LLC. The outstanding principal balance bears interest at a fixed rate of 20.0% per annum and matures on December 31, 2029. The default rate of interest is equal to the interest rate plus 10.0% per annum. All interest accrued until June 3, 2026 is payable in kind. Thereafter, interest will be paid monthly. If the loans are prepaid in an amount equal to $16 million or more or accelerated on or before March 30, 2027, the borrowers must pay a make-whole amount equal to all interest that would have accrued through March 30, 2027. The notes were repaid during the nine months ended September 30, 2026.
In connection with the closing of the Asset Sale, the Company became obligated under $44.3 million of notes payable due to Chicago Atlantic Financial Services, LLC. The unpaid principal amounts outstanding bear interest at a rate of 12%,
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payable monthly in cash and mature on December 31, 2031. See Note 3 “Business Combinations and Dispositions” for additional information.
Long-Term debt Arising from the Bridgewell Acquisition
In connection with the acquisition of Bridgewell, the Company assumed a Loan and Security Agreement (the "Bridgewell Credit Facility") dated April 21, 2026, by and among Agribusiness Holdings Limited Partnership, BWAB Holdings, LLC, and Bridgewell Agribusiness LLC, as borrowers, the lenders party thereto, and Chicago Atlantic Financial Services, LLC, as administrative agent. The Bridgewell Credit Facility provides for term loans in an aggregate principal amount of up to $22.0 million, all of which was funded on the closing date. Borrowings under the Bridgewell Credit Facility bear interest at a fixed cash rate of 12.0% per annum, payable monthly in arrears. The Bridgewell Credit Facility was paid off contemporaneous with the BMO Credit Facility.
In connection with the Bridgewell Acquisition, the Company also assumed five subordinated promissory notes with an aggregate principal balance of approximately $9.1 million, bearing interest at rates ranging from 7% to 15% per annum and maturing on December 31, 2026 or December 31, 2027. These notes were paid off contemporaneous with the BMO Credit Facility.
BMO Credit Facility
On August 7, 2026, the Company’s indirect subsidiary Prolific Supply LLC, together with certain of its domestic subsidiaries, and BWAB Canada ULC, as borrowers, entered into a Credit Agreement (the “BMO Credit Facility”) with Bank of Montreal, as administrative agent, letter of credit issuer and swing line lender, and the lenders party thereto. The BMO Credit Facility is a senior secured asset-based revolving credit facility for the Company’s non-cannabis agricultural supply business acquired in the Bridgewell Acquisition and Hawthorne Acquisition.
The BMO Credit Facility provides for aggregate revolving commitments of $85.0 million, which may be increased by up to $20.0 million, to $105.0 million, at the borrowers’ request and subject to lender participation. Availability under the facility is subject to a borrowing base consisting of eligible accounts receivable and inventory, and is further limited to $65.0 million outside of a defined seasonal availability period. The BMO Credit Facility matures on August 7, 2031. Borrowings bear interest, at the borrowers’ election, at Term SOFR plus an applicable margin ranging from 1.75% to 2.00% per annum, or at a base rate plus an applicable margin ranging from 0.75% to 1.00% per annum, with the applicable margin determined by reference to average availability. The borrowers also pay an unused commitment fee of 0.25% per annum on the undrawn portion of the commitments, payable quarterly in arrears. Borrowings may be repaid and reborrowed at any time prior to maturity without premium or penalty.
The BMO Credit Facility is secured by a first-priority security interest in substantially all of the assets of the borrowers and their subsidiaries, and is guaranteed by certain subsidiaries of Prolific Supply LLC. Prolific Supply Holdco LLC, the direct parent of Prolific Supply LLC, has pledged its equity interests in Prolific Supply LLC as security for the facility. Neither Vireo Growth Inc. nor any of its cannabis operating subsidiaries is a borrower or guarantor under the BMO Credit Facility. The BMO Credit Facility contains customary affirmative and negative covenants, including restrictions on indebtedness, liens, investments, dispositions, restricted payments and transactions with affiliates, and a springing financial covenant requiring the borrowers to maintain a consolidated fixed charge coverage ratio of not less than 1.10 to 1.00, tested only during periods in which availability falls below the greater of 12.5% of the line cap and $5.0 million.
The proceeds of the initial borrowings under the BMO Credit Facility were used to repay in full the Bridgewell Credit Facility due to Chicago Atlantic Financial Services, LLC and certain subordinated promissory notes assumed in the Bridgewell Acquisition, and for working capital and general corporate purposes.
Unless otherwise specified, all deferred financing costs are treated as a contra-liability, to be netted against the outstanding loan balance and amortized over the remaining life of the loan. As of September 30, 2026 and December 31, 2025, $7.7 million and $5.8 million of deferred financing costs remained unamortized, respectively.
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Convertible Notes
On July 7, 2025, the Company retired the existing convertible notes, and issued a $10,000,000 convertible note (the “New Convertible Notes”) to Chicago Atlantic Opportunity Finance, LLC, also with a second priority interest, that matures on October 2, 2028 with an option to extend for an additional year subject to a 1% extension fee of all Chicago Atlantic loans advanced, has a cash interest rate of the Prime Rate (subject to a 7.5% floor) plus 5.0% per year, and is convertible into that number of the Company’s subordinate voting shares determined by dividing (i) the sum of (A) the result of $10,000,000 minus 50.00% of the aggregate amount of all the New Convertible Notes repaid plus (B) all accrued but unpaid interest on the New Convertible Notes on the date of such conversion by (ii) a conversion price equal to $18.75.
In connection with the Bridgewell Acquisition (Note 3), the Company issued the Bridgewell Convertible Notes to the Bridgewell Sellers on June 5, 2026, with an aggregate principal amount of approximately $13.7 million and a fair value of $14.3 million. The Bridgewell Convertible Notes bear interest at a rate of 3.85% per annum and mature five years from the date of issuance. The Bridgewell Convertible Notes are not convertible prior to the second anniversary of issuance. On or after the second anniversary, the Bridgewell Convertible Notes are convertible, at the option of the Bridgewell Sellers, into an aggregate estimated 734,551 subordinate voting shares of the Company at a deemed conversion price of $18.60 per share, subject to final adjustment in accordance with the terms of the Bridgewell SPA and applicable CSE policies.
All deferred financing costs are treated as a contra-liability, to be netted against the outstanding loan balance and amortized over the remaining life of the loan. As of each of September 30, 2026 and December 31, 2025, $0 deferred financing costs remained unamortized, respectively.
Cash Provided by Operating Activities
Net cash provided by operating activities was $18.8 million for the nine months ended September 30, 2026, an increase of $33.8 million as compared to net cash used in operating activities of $15.0 million for the nine months ended September 30, 2025. The increase was primarily driven by higher revenues and operating income resulting from the Company’s expanded operations following the completed acquisition activity.
Cash Used in Investing Activities
Net cash used in investing activities was $69.4 million for the nine months ended September 30, 2026, compared to net cash provided by investing activities of $18.2 million for the nine months ended September 30, 2025, a change of $87.6 million. The shift from cash provided to cash used was primarily attributable to increased purchases of property and equipment, driven by the purchase of a building in New York for approximately $90.2 million.
Cash Provided by or Used in Financing Activities
Net cash provided by financing activities was $34.9 million for the nine months ended September 30, 2026, a change of $12.2 million as compared to $22.7 million provided by financing activities for the nine months ended September 30, 2025. The change was principally due to decreased debt principal payments relative to the comparative period .
Lease Transactions
As of September 30, 2026, we are party to lease agreements for the use of buildings across our Cannabis and Non-Cannabis segments. Cannabis segment leases relate to buildings used in the cultivation, production, and/or sale of cannabis products in California, Colorado, Florida, New Mexico, Maryland, Minnesota, New York, Missouri, Nevada, and Utah. Non-Cannabis segment leases relate to warehouse, distribution, and office facilities used in the operations of Hawthorne and Bridgewell.
We lease certain retail dispensary locations within our Cannabis segment and certain cultivation facilities, as well as warehouse and distribution facilities used by our Non-Cannabis segment operations, under agreements with third-party landlords. These agreements require us to make monthly rent payments and fund common area costs, utilities, and
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maintenance, and in some cases certain other operating costs associated with the facilities. In some cases, we have received tenant improvement funds to assist in the buildout of the spaces to meet our operating needs.
Excluding any contracts under one year in duration, the future minimum lease payments (principal and interest) on all our leases are as follows:
| | | | | | | | | |
| | Operating Leases | | Finance Leases | | | | ||
| | September 30, 2026 | | September 30, 2026 | | Total | |||
2026 | | $ | 9.1 | | $ | 0.5 | | $ | 9.6 |
2027 | |
| 35.6 | |
| 2.0 | |
| 37.6 |
2028 | |
| 35.0 | |
| 2.1 | |
| 37.1 |
2029 | |
| 31.8 | |
| 2.1 | |
| 33.9 |
2030 | |
| 30.4 | |
| 2.2 | |
| 32.6 |
Thereafter | |
| 184.3 | |
| 24.6 | |
| 208.9 |
Total minimum lease payments | | $ | 326.2 | | $ | 33.5 | | $ | 359.7 |
Less discount to net present value | | | (133.2) | |
| (24.6) | |
| (157.8) |
Present value of lease liability | | $ | 193.0 | | $ | 8.9 | | $ | 201.9 |
ADDITIONAL INFORMATION
Outstanding Share Data
As of November 10, 2026, we had 57,878,103 shares issued and outstanding on an as converted basis, consisting of the following:
(a) Subordinate Voting Shares
57,110,303 Subordinate Voting Shares issued and outstanding. The holders of Subordinate Voting Shares are entitled to one vote per share at all shareholder meetings. The Company is authorized to issue an unlimited number of no-par value Subordinate Voting Shares.
(b) Multiple Voting Shares
7,678 Multiple Voting Shares issued and outstanding. The holders of Multiple Voting Shares are entitled to one hundred votes per share at all shareholder meetings. Each Multiple Voting Share is exchangeable for one hundred subordinate voting shares. The Company is authorized to issue an unlimited number of Multiple Voting Shares.
Options, RSUs, and Warrants
As of September 30, 2026, we had 1,215,213 employee stock options outstanding, 2,084,270 RSUs outstanding, and 3,275,673 Subordinate Voting Share compensation warrants outstanding.
Off-Balance Sheet Arrangements
As of the date of this filing, we do not have any off-balance-sheet arrangements that have, or are reasonably likely to have, a current or future effect on our results of operations or financial condition, including, and without limitation, such considerations as liquidity and capital resources.
Critical Accounting Policies and Estimates
There have been no material changes to our critical accounting policies and estimates from the information provided in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in our Annual Report on Form 10-K for the year ended December 31, 2025, as amended.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
Quantitative and qualitative disclosures about market risk have been omitted as permitted under rules applicable to smaller reporting companies.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the appropriate time periods, and that such information is accumulated and communicated to the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely discussions regarding required disclosure. We, under the supervision of and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2026, and, based on that evaluation, have concluded that the design and operation of our disclosure controls and procedures were effective as of such date.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended September 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II — OTHER INFORMATION
Item 1. Legal Proceedings
We are involved in various regulatory issues, claims and lawsuits arising in the ordinary course of business, none of which, in the opinion of management, is expected to have a material, adverse effect on our results of operations or financial condition. The information contained in Part I, Item 1. Financial Statements - Note 16, "Commitments and Contingencies," under the heading "Legal Proceedings," is incorporated by reference into this Item 1.
Item 1A. Risk Factors
Not applicable.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Unregistered Sales of Equity Securities
On September 29, 2026, the Company entered into a Put/Call Agreement with the holder of the note (the “Note Holder”) whereby the note holder has the right to cause the Company to acquire a note in the principal amount of $18,096,028 by issuing SVS at a price of $19.50 per share and the Company has a right to purchase the note by issuing SVS at a price of $18.60 per share, such rights being provided in reliance upon the exemptions from registration under the Securities Act provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and Rule 506 promulgated thereunder.
On September 21, 2026, the Company issued 13,888 SVS in reliance upon the exemptions from registration under the Securities Act provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and Rule 506 promulgated thereunder.
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On September 24, 2026, the Company issued 462,963 SVS in reliance upon the exemptions from registration under the Securities Act provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and Rule 506 promulgated thereunder.
Except as noted above or as previously reported, there were no unregistered sales of equity securities or repurchase of equity securities that occurred during the three months ended September 30, 2026.
Issuer Purchases of Equity Securities
The following table presents information related to the Company’s repurchases of SVS for the periods indicated:
| | | | | | | | |
| | | | | | Total Number | | Maximum Number |
| | | | | | of Shares Purchased | | of Shares That |
| | Total Number | | | | as Part of | | May Yet Be |
| | of Shares | | Average Price | | Publicly Announced | | Purchased Under |
Period | | Repurchased(1) | | Paid per Share | | Plans or Programs | | the Plans or Programs |
July 1, 2026 to July 31, 2026 |
| — | | — | | — | | — |
August 1, 2026 to August 31, 2026 | | 81,600 | | 10.94 | | 81,600 | | 2,345,272 |
September 1, 2026 to September 30, 2026 |
| 134,600 | | 11.72 | | 134,600 | | 2,210,672 |
Total |
| 216,200 | | 11.43 | | 216,200 | | 2,210,672 |
1On August 13, 2026, the Company announced that the Board of Directors of the Company (the “Board”) approved a normal course issuer bid to purchase, for cancellation, up to 2,426,872 of the Company’s SVS. Repurchases may be made from time to time over a period of 12 months ending August 17, 2027, unless such share limit is met sooner.
Item 5. Other Information
Insider Trading Arrangements
During the three months ended September 30, 2026,
Item 6. Exhibits
| ||
Exhibit | | Description of Exhibit |
| ||
2.1+ | | Agreement and Plan of Merger, dated as of July 26, 2026, by and among Vireo Growth Inc., Supernova Merger Sub Inc. and Planet 13 Holdings Inc. (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed July 30, 2026). |
| | |
10.1+ | | Purchase Agreement, dated July 19, 2026, by and among Vireo Health of Arcadia, LLC, Columbia Care LLC, The Cannabist Company Holdings Inc. and certain other parties thereto (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed July 23, 2026). |
| | |
10.2 | | Form of Voting Agreement by and among Vireo Growth Inc. and certain stockholders of Planet 13 Holdings Inc. |
| | |
10.3 | | Form of Lock-Up Agreement by and among Vireo Growth Inc. and certain stockholders of Planet 13 Holdings Inc. |
| | |
10.4+ | | Securities Purchase Agreement, dated as of July 30, 2026, by and among Vireo Growth Inc., FarmaceuticalRx LLC, SB Ohio Holdings Inc. and Chicago Atlantic Credit Opportunities, LLC, a Delaware limited liability company (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed August 5, 2026). |
| | |
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10.5 | | Form of Lock-Up Agreement by and among Vireo Growth Inc. and certain members of FarmaceuticalRx LLC (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed August 5, 2026) |
| | |
10.6 | | Form of Investor Rights Agreement by and among Vireo Growth Inc. and certain members of FarmaceuticalRx LLC (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed August 5, 2026). |
| | |
10.7+ | | Securities Purchase Agreement, dated as of July 30, 2026, by and among Vireo Growth Inc., Rebecca Myers, Dietrich Stephan, Joy Bockner, Chicago Atlantic Credit Opportunities, LLC, and FarmaceuticalRX2 LLC (incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K filed August 5, 2026). |
| | |
10.8 | | Form of Lock-Up Agreement by and among Vireo Growth Inc. and certain members of FarmaceuticalRX2 (incorporated by reference to Exhibit 10.5 to our Current Report on Form 8-K filed August 5, 2026). |
| | |
10.9 | | Form of Investor Rights Agreement by and among Vireo Growth Inc. and certain members of FarmaceuticalRX2 (incorporated by reference to Exhibit 10.6 to our Current Report on Form 8-K filed August 5, 2026). |
| | |
10.10+* | | Credit Agreement, dated as of August 7, 2026, among Prolific Supply LLC, the other borrowers party thereto, the lenders party thereto from time to time, and Bank of Montreal, as Administrative Agent, Letter of Credit Issuer and Swing Line Lender (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed August 13, 2026) |
| | |
31.1 | | Rule 13a-14(a)/15d-14(a) certification of Chief Executive Officer |
| ||
31.2 | | Rule 13a-14(a)/15d-14(a) certification of Chief Financial Officer |
| | |
32.1 | | Section 1350 certification, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| ||
101 | | Includes the following financial and related information from Vireo Growth’s Quarterly Report on Form 10-Q as of and for the quarter ended September 30, 2026, formatted in Inline Extensible Business Reporting Language (iXBRL): (1) the Consolidated Balance Sheets, (2) the Consolidated Statements of Income, (3) the Consolidated Statements of Comprehensive Income, (4) the Consolidated Statements of Changes in Stockholders’ Equity, (5) the Consolidated Statements of Cash Flows, and (6) Notes to Consolidated Financial Statements. |
| | |
104 | | The cover page from this Quarterly Report on Form 10-Q, formatted in Inline XBRL. |
* | | Certain confidential information has been excluded from this exhibit because it is both (i) not material and (ii) the type of information that the registrant treats as private or confidential. |
| | |
+ | | Pursuant to Item 601(a)(5) of Regulation S-K, schedules have been omitted and will be furnished on a supplemental basis to the Securities and Exchange Commission upon request. |
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SIGNATURES
Pursuant to requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | | |
| VIREO GROWTH INC. (Registrant) | ||
| | | |
Date: November 12, 2026 | By: | /s/ John Mazarakis | |
| | Name: | John Mazarakis |
| | Title: | Chief Executive Officer and Co-Executive Chairman (principal executive officer) |
| | | |
Date: November 12, 2026 | By: | /s/ Tyson Macdonald | |
| | Name: | Tyson Macdonald |
| | Title: | Chief Financial Officer (principal financial officer) |
Date: November 12, 2026 | By: | /s/ Joseph Duxbury | |
| | Name: | Joseph Duxbury |
| | Title: | Chief Accounting Officer (principal accounting officer) |
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