[8-K] Vireo Growth Inc. Reports Material Event

Rhea-AI Filing Summary

Vireo Growth Inc. (VREOF) announced a comprehensive settlement with Verano Holdings Corp., dismissing all outstanding litigation between the parties. The litigation began on October 21, 2022 and related to the January 31, 2022 arrangement agreement. The Company stated the value of the settlement is approximately US$10 million, consisting of the acquisition of certain real estate assets and US$1 million in cash. The Board of Directors approved the terms.

The settlement concludes a multi-year dispute and includes both cash and property components, which the Company characterizes as collectively valued at roughly US$10 million. Vireo furnished a press release as Exhibit 99.1.

Insights

Corporate finance and legal outcomes analyst

Settlement ends litigation; consideration valued near US$10M.

Vireo Growth disclosed a settlement with Verano that dismisses all outstanding litigation tied to a prior arrangement agreement. The company reports total value of about US$10 million, combining certain real estate assets and US$1 million cash. Board approval indicates internal governance sign-off.

The economic impact depends on the fair value and liquidity of the real estate assets versus cash, as well as any transfer mechanics. The filing does not detail additional terms, liabilities, or ongoing obligations beyond dismissal.

The announcement date is October 29, 2025. Subsequent filings may provide breakdowns of asset values, closing steps, or accounting treatment under applicable standards.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 29, 2025

VIREO GROWTH INC.

(Exact name of registrant as specified in its charter)

British Columbia

(State or other jurisdiction of Incorporation)

000-56225		82-3835655
(Commission File Number)		(IRS Employer Identification No.)
207 South 9th Street Minneapolis, Minnesota		55402
(Address of principal executive offices)		(Zip Code)

(612) 999-1606

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

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. ¨

Item 7.01 Regulation FD Disclosure

On October 29, 2025, Vireo Growth Inc. (the “Company”) issued a press release announcing the Settlement Agreement (as defined below). A copy of the Company’s press release is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.

The information contained in this Item 7.01 and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor will such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 8.01. Other Events

On October 29, 2025, the Company announced that it had entered into a comprehensive settlement (the “Settlement Agreement”) dismissing all outstanding litigation matters between the Company and Verano Holdings Corp. (“Verano”) that are pending before the Supreme Court of British Columbia, Canada. Commenced on October 21, 2022, the litigation related to the January 31, 2022 arrangement agreement between the Company and Verano.

The Company’s Board of Directors approved the terms of the settlement. The value of the settlement to the Company is approximately US$10 million consisting of the acquisition of certain real estate assets and US$1 million in cash.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release, dated October 29, 2025*
104		Cover Page Interactive Data File (embedded within Inline XBRL document)

*Furnished herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VIREO GROWTH INC. (Registrant)
Date: November 3, 2025	By:	/s/ Tyson Macdonald
		Tyson Macdonald
		Chief Financial Officer

FAQ

What did Vireo Growth Inc. (VREOF) announce regarding its litigation with Verano?

Vireo announced a comprehensive settlement dismissing all outstanding litigation matters with Verano related to a January 31, 2022 arrangement agreement.

What is the reported value of the Vireo–Verano settlement?

The Company reports the value is approximately US$10 million, including certain real estate assets and US$1 million in cash.

Did Vireo Growth’s Board approve the settlement terms?

Yes. The Company stated that its Board of Directors approved the terms of the settlement.

When did the underlying litigation between Vireo and Verano begin?

The litigation commenced on October 21, 2022 and related to a January 31, 2022 arrangement agreement.

Is there a press release associated with Vireo’s settlement announcement?

Yes. Vireo furnished a press release as Exhibit 99.1.

What cash component does Vireo receive in the settlement?

The settlement includes US$1 million in cash, alongside certain real estate assets.