Vireo Growth posts 2025 revenue surge, deeper loss
Vireo Growth Inc. reported a transformative 2025 with rapid revenue expansion but continuing losses and a much larger balance sheet.
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Rhea-AI Filing Summary
Vireo Growth Inc. reported a transformative 2025 with rapid revenue expansion but continuing losses and a much larger balance sheet. Q4 GAAP revenue reached $104.5 million, up 317.7% from $25.0 million, driven largely by recently closed acquisitions. Q4 GAAP gross profit rose to $56.9 million and Adjusted EBITDA grew to $29.5 million, giving a 28.2% margin and showing improved profitability on an operating basis.
On a pro forma basis that assumes prior mergers were in place, Q4 revenue grew 26.1% year over year and pro forma Adjusted EBITDA rose 30.0%. Full-year 2025 revenue was $268.8 million versus $99.4 million, but the company still posted a net loss of $68.1 million. As of December 31, 2025, Vireo held $122.5 million in cash and total current assets of $305.1 million against $191.5 million in current liabilities, including a large uncertain tax liability. Management highlighted completed integrations of Deep Roots, Proper, and Wholesome with realized overhead synergies and outlined further expansion via pending all-share acquisitions of PharmaCann Colorado dispensary assets and Eaze, plus a nonbinding MOU to potentially acquire Hawthorne.
Positive
- Explosive top-line and EBITDA growth: Q4 2025 GAAP revenue rose to $104.5 million, a 317.7% year-over-year increase, while Adjusted EBITDA grew to $29.5 million with a 28.2% margin, showing strong operating leverage from recent acquisitions.
- Strengthened scale and cash position: Full-year 2025 revenue increased to $268.8 million from $99.4 million, and the company ended December 31, 2025 with $122.5 million in cash and total current assets of $305.1 million to support ongoing expansion.
Negative
- Continuing net losses despite growth: Vireo reported a full-year 2025 net loss of $68.1 million and a Q4 net loss of $20.4 million, as interest expense, tax charges, and other non-operating items outweighed improved operating performance.
- Higher leverage and tax-related obligations: Total liabilities rose to $509.7 million at December 31, 2025, including an uncertain tax liability of $120.0 million and increased long-term debt, which could pressure future cash flows if not offset by sustained earnings growth.
Insights
Revenue and EBITDA growth are strong, but losses, tax exposure, and leverage remain significant.
Vireo Growth delivered Q4 revenue of $104.5 million, up 317.7% year over year, and expanded GAAP gross margin to 54.4%. Adjusted EBITDA climbed to $29.5 million with a 28.2% margin, indicating solid operating scale from recent acquisitions.
However, the company still recorded a Q4 net loss of $20.4 million and a full-year 2025 net loss of $68.1 million. Operating income for the year was roughly breakeven, while interest costs, impairment, contingent consideration remeasurement, and taxes drove the bottom-line loss, underscoring a capital- and tax-intensive model.
The balance sheet expanded sharply to total assets of $817.2 million and total liabilities of $509.7 million, including an uncertain tax liability of $120.0 million and higher long-term debt. Cash and restricted cash of $122.5 million provide liquidity, but future results will depend on integrating pending all-share deals for PharmaCann Colorado assets and Eaze and the outcome of the nonbinding Hawthorne discussions disclosed for the year ended December 31 2025.
8-K Event Classification
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How did Vireo Growth (VREOF) perform financially in Q4 2025?
What were Vireo Growth’s full-year 2025 revenue and net loss?
What is Vireo Growth’s liquidity and debt position at December 31, 2025?
Which acquisitions and deals did Vireo Growth announce around Q4 2025?
How did Vireo Growth’s pro forma results compare year over year in Q4 2025?
Is Vireo Growth still reporting net losses despite positive Adjusted EBITDA?
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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(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):
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
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 2.02. Results of Operations and Financial Condition.
On March 17, 2026, Vireo Growth Inc. (the “Company”) issued a press release to report its financial results for the year ended December 31, 2025. A copy of the press release is furnished as Exhibit 99.1 hereto.
The information in this Item 2.02 and in Exhibit 99.1 is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. The information in this Item 2.02 and in Exhibit 99.1 shall not be deemed to be incorporated by reference into any filing of the Company whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. | | Description |
99.1 | Press Release, dated as of March 17, 2026** | |
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) | ||
By: | /s/ Tyson Macdonald | |
Tyson Macdonald | ||
Chief Financial Officer | ||
Date: March 17, 2026 | ||
Exhibit 99.1
Vireo Growth Inc. Announces Fourth Quarter 2025 Results
Q4 GAAP revenue of $104.5 million increased 317.7% year-over-year, driven by recently closed M&A transactions
On a pro forma basis, Q4 same store sales increased 22% year-over-year and wholesale revenue increased 55% year-over-year; excluding Minnesota, same store sales increased 11.3% year-over-year
Announced the pending acquisitions of Eaze, Schwazze, and PharmaCann retail assets in Colorado, and MOU for the acquisition of Hawthorne, all of which are expected to close in the first half of 2026
Company closed Q4 with $122.5 million in cash; expects to remain acquisitive
MINNEAPOLIS – March 17, 2026 – Vireo Growth Inc. (“Vireo” or the “Company”) (CSE: VREO; OTCQX: VREOF), today reported financial results for its fourth fiscal quarter ended December 31, 2025. Key financial results are presented below in summary form with supporting commentary and discussion from management of certain key operating metrics which the Company uses to judge its performance. All currency figures referenced herein are denominated in U.S. dollars.
Year-over-Year Performance Summary
| Three Months Ended | ||||
US $ in millions | December 31, | ||||
| 2025 | | 2024 | | Variance |
GAAP Revenue | $104.5 | | $25.0 | | 317.7% |
GAAP Gross Profit | $56.9 | | $12.7 | | 348.0% |
Gross Profit Margin | 54.4% | | 50.6% | | 380 bps |
Adjusted Gross Profit(1) | $58.8 | | $12.8 | | 359.4% |
Adjusted Gross Profit Margin(1) | 56.3% | | 51.2% | | 510 bps |
Adjusted EBITDA (non-GAAP)(3) | $29.5 | | $6.6 | | 347.0% |
Adjusted EBITDA Margin(3) | 28.2% | | 26.4% | | 180 bps |
| Three Months Ended | ||||
US $ in millions | December 31, | ||||
| 2025 | | 2024 | | Variance |
Pro Forma Revenue(2) | $104.5 | | $82.9 | | 26.1% |
Pro Forma Adjusted EBITDA(3)(2) | $29.5 | | $22.7 | | 30.0% |
Pro Forma Adjusted EBITDA Margin(3)(2) | 28.2% | | 27.4% | | 80 bps |
1Non-GAAP measure. Excludes fair value adjustments and non-cash product costs.
2Pro forma results give effect to the mergers of Deep Roots, Proper, and Wholesome (the “Mergers”) as if they were completed on October 1, 2024. Pro forma information has been presented for informational purposes only and is not necessarily indicative of the Company’s past results of operations, nor is it indicative of the future operating results of the Company and should not be considered a substitute for the financial information presented in accordance with GAAP.
3Non-GAAP measure. See Supplemental Information and Reconciliation of Non-GAAP Financial Measures.
Sequential Performance Summary
US $ in millions | Three Months Ended | ||||
| December 31, 2025 | | September 30, 2025 | | Variance |
GAAP Revenue | $104.5 | | $91.7 | | 14.0% |
GAAP Gross Profit | $56.9 | | $37.4 | | 52.1% |
Gross Profit Margin | 54.4% | | 40.8% | | 1,360 bps |
Adjusted Gross Profit(1) | $58.8 | | $50.8 | | 15.7% |
Adjusted Gross Profit Margin(1) | 56.3% | | 55.4% | | 90 bps |
Adjusted EBITDA (non-GAAP)(2) | $29.5 | | $25.4 | | 16.1% |
Adjusted EBITDA Margin(2) | 28.2% | | 27.7% | | 50 bps |
1Non-GAAP measure. Excludes fair value adjustments and non-cash product costs.
2Non-GAAP measure. See Supplemental Information and Reconciliation of Non-GAAP Financial Measures.
Management Commentary
Chief Executive Officer John Mazarakis commented, “Fourth quarter performance remained in line with our expectations and reflected pro forma same store sales growth excluding Minnesota of 11.3% and wholesale growth of 55% over the prior year quarter. As we begin the new year, we will continue optimizing all areas of our business while remaining opportunistic with respect to further acquisition related growth opportunities.”
Recent Developments
On December 16, 2025, the Company entered into an asset purchase agreement through a wholly owned subsidiary to acquire certain assets and properties used in cannabis dispensaries operated in the State of Colorado owned by PharmaCann Inc. (“PharmaCann”). Under the terms of the agreement, the Company expects to issue subordinate voting shares with an estimated value of $49,000,000 and assume certain liabilities as consideration for the acquired assets. The share consideration is subject to certain adjustments.
On December 22, 2025, the Company entered into an agreement and plan of merger to acquire Eaze Inc. (“Eaze”) in a business combination transaction. Pursuant to the agreement, following the closing of the transaction, the Company expects to issue subordinate voting shares as consideration for all of the issued and outstanding equity interests of Eaze. The estimated closing consideration is approximately $47,000,000, subject to customary post-closing adjustments. The merger agreement also provides for potential earnout consideration payable in the Company’s subordinate voting shares based on Eaze’s future financial performance, subject to contractual limitations.
On January 15, 2026, the Company entered into a nonbinding Memorandum of Understanding (“MOU”) with ScottsMiracle-Gro related to the potential acquisition of The Hawthorne Gardening Company LLC (“Hawthorne”).
At the end of the fourth quarter, the Company had completed the integration of its recent acquisitions of Deep Roots, Proper, and Wholesome, including streamlined accounting, finance, human resources, insurance, and procurement operations, as well as the implementation of a new Enterprise Resource Planning system across the organization. The Company has already realized corporate overhead synergies as a result.
Balance Sheet and Liquidity
As of December 31, 2025, total current assets excluding the notes receivable of Medicine Man Technologies Inc. (dba Schwazze) (“Schwazze”), assets held for sale, and income taxes receivable were $204.1 million, including cash on hand of $122.5 million. Total current liabilities excluding uncertain tax liabilities were $71.6 million. As of December 31, 2025, the Company had a total of 1,177,624,278 subordinate voting shares outstanding on the treasury method basis using a share price of $0.60.
Conference Call and Webcast Information
Vireo management will host a conference call with research analysts today, March 17, 2026, at 8:00 a.m. ET (7:00 a.m. CT) to discuss its financial results for its fourth quarter ended December 31, 2025. Interested parties may attend the conference call by dialing 1-800-715-9871 (Toll-Free) (US and Canada) or 1-646-307-1963 (Toll) (International) and referencing conference ID number 9471311.
A live audio webcast of this event will also be available in the Events & Presentations section of the Company’s Investor Relations website and via the following link:
https://events.q4inc.com/attendee/171708452.
About Vireo Growth Inc.
Vireo was founded in 2014 as a pioneering medical cannabis company. Vireo is building a disciplined, strategically aligned, and execution-focused platform in the industry. This strategy drives our intense local market focus while leveraging the strength of a national portfolio. We are committed to hiring industry leaders and deploying capital and talent where we believe it will drive the most value. Vireo operates with a long-term mindset, a bias for action, and an unapologetic commitment to its customers, employees, shareholders, industry collaborators, and the communities it serves. For more information about Vireo, visit www.vireogrowth.com.
Additional Information
Additional information relating to the Company’s fourth quarter 2025 results will be available on EDGAR and SEDAR+ later today. Vireo refers to certain non-GAAP financial measures such as Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA), Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Gross Profit, and Adjusted Gross Profit Margin in circumstances in which the Company believes that doing so provides additional perspective and insights when analyzing the core operating performance of the business. These measures do not have any standardized meaning and may not be comparable to similar measures presented by other issuers. Please see the Supplemental Information and Reconciliation of Non-GAAP Financial Measures at the end of this news release for more detailed information regarding non-GAAP financial measures including a reconciliation of each measure to the most directly comparable GAAP financial measure.
Contact Information
Joe Duxbury
Chief Accounting Officer
investor@vireogrowth.com
(612) 314-8995
Forward-Looking Statement Disclosure
This press release contains “forward-looking information” within the meaning of applicable United States and Canadian securities legislation. To the extent any forward-looking information in this press release constitutes “financial outlooks” within the meaning of applicable United States or Canadian securities laws, this information is being provided as preliminary financial results; the reader is cautioned that this information may not be appropriate for any other purpose and the reader should not place undue reliance on such financial outlooks. Forward-looking information contained in this press release may be identified by the use of words such as “should,” “believe,” “estimate,” “would,” “looking forward,” “may,” “continue,” “expect,” “expected,” “will,” “likely,” “subject to,” and variations of such words and phrases, or any statements or clauses containing verbs in any future tense and includes statements regarding the Company’s future M&A strategy and optimization of all areas of the Company’s business; the Company’s expectations around its pending transactions with PharmaCann, Schwazze and Eaze; and expectations around the proposed transaction involving Hawthorne. These statements should not be read as guarantees of future performance or results. Forward-looking information includes both known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of the Company or its subsidiaries to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements or information contained in this press release. Financial outlooks, as with forward-looking information generally, are, without limitation, based on the assumptions and subject to various risks as set out herein and in our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q filed with the Securities Exchange Commission. Our actual financial position and results of operations may differ materially from management’s current expectations and, as a result, our revenue, EBITDA, Adjusted EBITDA, and cash on hand may differ materially from the values provided in this press release. Forward-looking information is based upon a number of estimates and assumptions of management, believed but not certain to be reasonable, in light of management’s experience and perception of trends, current conditions, and expected developments, as well as other factors relevant in the circumstances, including assumptions in respect of current and future market conditions, the current and future regulatory environment, and the availability of licenses, approvals and permits.
Although the Company believes that the expectations and assumptions on which such forward-looking information is based are reasonable, the reader should not place undue reliance on the forward-looking information because the Company can give no assurance that they will prove to be correct. Actual results and developments may differ materially from those
contemplated by these statements. Forward-looking information is subject to a variety of risks and uncertainties that could cause actual events or results to differ materially from those projected in the forward-looking information. Such risks and uncertainties include, but are not limited to: risks related to the fact that the MOU with ScottsMiracle-Gro is non-binding and there can be no assurance that the parties will enter into a definitive agreement; risks related to management's ability to negotiate a definitive agreement with ScottsMiracle-Gro on acceptable terms or at all; risks related to receipt of necessary regulatory and third-party approvals for completion of the Company’s pending and proposed transactions; risks and uncertainties associated with the pending transactions with Schwazze, PharmaCann, and Eaze and the proposed transaction with ScottsMiracle-Gro, some of which are beyond the Company’s control; the Company’s ability to maintain relationships with suppliers, customers, employees and other third parties as a result of the pending transactions with Schwazze, PharmaCann and Eaze and proposed transaction with ScottsMiracle-Gro; the effects of the pending transactions with Schwazze, PharmaCann, and Eaze and proposed transaction with ScottsMiracle-Gro on the Company and the interests of various constituents; subject to the successful outcome of the pending transactions with Schwazze, PharmaCann, and Eaze and proposed transaction with ScottsMiracle-Gro, the nature, cost, impact and outcome of pending and future litigation, other legal or regulatory proceedings, or governmental investigations and actions; risks related to the timing and content of adult-use legislation in markets where the Company currently operates; current and future market conditions, including the market price of the subordinate voting shares of the Company; risks related to epidemics and pandemics; federal, state, local, and foreign government laws, rules, and regulations, including federal and state laws and regulations in the United States relating to cannabis operations in the United States and any changes to such laws or regulations; operational, regulatory and other risks; execution of business strategy; management of growth; difficulties inherent in forecasting future events; conflicts of interest; risks inherent in an agricultural business; risks inherent in a manufacturing business; liquidity and the ability of the Company to raise additional financing to continue as a going concern; the Company’s ability to meet the demand for flower in its various markets; the Company’s ability to dispose of its assets held for sale at an acceptable price or at all; and risk factors set out in the Company’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, which are available on EDGAR with the U.S. Securities and Exchange Commission and filed with the Canadian securities regulators and available under the Company’s profile on SEDAR+ at www.sedarplus.com.
The statements in this press release are made as of the date of this release. 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.
VIREO GROWTH INC.
STATE-BY-STATE REVENUE PERFORMANCE
THREE MONTHS ENDED DECEMBER 31, 2025, 2024 PRO FORMA, AND 2024
| | Three Months Ended | | | | | |
| ||||
| | December 31, | | | | | |
| ||||
| | 2025 | | 2024 (pro forma)1 | | $ Change | | % Change |
| |||
Retail: | | | |
| | |
| | |
| | |
MN | | $ | 18,863,457 | | $ | 11,221,254 | | $ | 7,642,203 |
| 68 | % |
NY | |
| 923,579 | |
| 1,307,983 | |
| (384,404) |
| (29) | % |
MD | | | 6,925,872 | | | 6,846,072 | | | 79,800 |
| 1 | % |
UT | | | 12,008,798 | | | 10,676,764 | | | 1,332,034 | | 12 | % |
NV | | | 27,930,111 | | | 23,785,577 | | | 4,144,534 | | 17 | % |
MO | | | 21,323,106 | | | 18,328,070 | | | 2,995,036 | | 16 | % |
Total Retail | | $ | 87,974,923 | | $ | 72,165,720 | | $ | 15,809,203 |
| 22 | % |
| | | | | | | | | | | | |
Wholesale: | |
| | |
| | |
| |
| | |
MN | | $ | 98,993 | |
| 133,606 | |
| (34,613) |
| (26) | % |
NY | |
| 6,838,607 | |
| 1,499,647 | |
| 5,338,960 |
| 356 | % |
MD | |
| 3,496,948 | |
| 4,014,754 | |
| (517,806) |
| (13) | % |
UT | | | 2,021,769 | | | 1,644,832 | | | 376,937 | | 23 | % |
NV | | | 53,845 | | | 350,631 | |
| (296,786) | | (85) | % |
MO | | | 4,025,377 | | | 3,045,323 | | | 980,054 | | 32 | % |
Total Wholesale | | $ | 16,535,539 | | $ | 10,688,793 | | $ | 5,846,746 |
| 55 | % |
| | | | | | | | | | | | |
Total Revenue | | $ | 104,510,462 | | $ | 82,854,513 | | $ | 21,655,949 |
| 26 | % |
1Pro forma results give effect to the Mergers as if they were completed on October 1, 2024. Pro forma information has been presented for informational purposes only and is not necessarily indicative of the Company’s past results of operations, nor is it indicative of the future operating results of the Company and should not be considered a substitute for the financial information presented in accordance with GAAP.
| | Three Months Ended | | | | | |
| ||||
| | December 31, | | | | | |
| ||||
| | 2025 | | 2024 | | $ Change | | % Change |
| |||
Retail: | | | |
| | |
| | |
| | |
MN | | $ | 18,863,457 | | $ | 11,221,254 | | $ | 7,642,203 |
| 68 | % |
NY | |
| 923,579 | |
| 1,307,983 | |
| (384,404) |
| (29) | % |
MD | | | 6,925,872 | | | 6,846,072 | | | 79,800 |
| 1 | % |
UT | | | 12,008,798 | | | — | | | 12,008,798 | | 100 | % |
NV | | | 27,930,111 | | | — | | | 27,930,111 | | 100 | % |
MO | | | 21,323,106 | | | — | | | 21,323,106 | | 100 | % |
Total Retail | | $ | 87,974,923 | | $ | 19,375,309 | | $ | 68,599,614 |
| 354 | % |
| | | | | | | | | | | | |
Wholesale: | |
| | |
| | |
| |
| | |
MN | | $ | 98,993 | |
| 133,606 | |
| (34,613) |
| (26) | % |
NY | |
| 6,838,607 | |
| 1,499,647 | |
| 5,338,960 |
| 356 | % |
MD | |
| 3,496,948 | |
| 4,014,754 | |
| (517,806) |
| (13) | % |
UT | | | 2,021,769 | | | — | | | 2,021,769 | | 100 | % |
NV | | | 53,845 | | | — | |
| 53,845 | | 100 | % |
MO | | | 4,025,377 | | | — | | | 4,025,377 | | 100 | % |
Total Wholesale | | $ | 16,535,539 | | $ | 5,648,007 | | $ | 10,887,532 |
| 193 | % |
| | | | | | | | | | | | |
Total Revenue | | $ | 104,510,462 | | $ | 25,023,316 | | $ | 79,487,146 |
| 318 | % |
Supplemental Information and Reconciliation of Non-GAAP Financial Measures
Vireo management occasionally elects to provide certain non-GAAP financial measures such as Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA), Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Gross Profit, Adjusted Gross Profit Margin, Adjusted Operating Income, and Adjusted Operating Income Margin. EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Gross Profit, Adjusted Gross Profit Margin, Adjusted Operating Income, and Adjusted Operating Income Margin are non-GAAP measures and do not have standardized definitions under GAAP. The following information provides reconciliations of the supplemental non-GAAP financial measures presented herein to the most directly comparable financial measures calculated and presented in accordance with GAAP. The Company has provided the 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 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.
Reconciliation of Net Loss to EBITDA and Adjusted EBITDA
We have included this information as management believes certain investors use this information to evaluate our performance in comparison to other cannabis companies. The table below provides a reconciliation of net loss to EBITDA and to Adjusted EBITDA.
| | Three Months Ended | |||||||
| | December 31, | |||||||
| | 2025 | | 2024 | | 2024 (pro-forma)1 | |||
Net income (loss) | | $ | (20,372,228) | | $ | (15,701,281) | | $ | (20,841,392) |
Interest expense, net | |
| 8,100,800 | |
| 7,584,099 | |
| 9,655,466 |
Income taxes | |
| 8,327,000 | |
| 4,343,000 | |
| 11,660,843 |
Depreciation & Amortization | |
| 13,643,376 | |
| 249,964 | |
| 2,944,346 |
Depreciation and amortization included in cost of sales | |
| 1,628,983 | |
| 590,433 | |
| 398,370 |
EBITDA (non-GAAP) | | $ | 11,327,931 | | $ | (2,933,785) | | $ | 3,817,633 |
Non-cash inventory adjustments | |
| 1,911,502 | |
| 164,000 | |
| 1,083,134 |
Stock-based compensation | |
| 9,045,515 | |
| 2,203,634 | |
| 6,768,568 |
Change in the fair value of contingent consideration | | | 9,617,000 | | | — | | | — |
Transaction related expenses | | | 4,430,409 | | | 4,227,497 | | | 6,173,438 |
Other expense (income) | |
| (9,515,623) | |
| 2,932,632 | |
| 3,328,341 |
Loss on impairment | | | 2,600,000 | | | — | | | — |
Severance expense | | | 35,850 | | | — | | | — |
Loss on disposal of assets | |
| 23,482 | |
| — | |
| 1,496,053 |
Adjusted EBITDA (non-GAAP) | | $ | 29,476,066 | | $ | 6,593,978 | | $ | 22,667,167 |
1Pro forma results give effect to the Mergers of Deep Roots, Proper, and Wholesome as if they were completed on October 1, 2024. Pro forma information has been presented for informational purposes only and is not necessarily indicative of the Company’s past results of operations, nor is it indicative of the future operating results of the Company and should not be considered a substitute for the financial information presented in accordance with GAAP
The financial information reported in this news release is based on the audited statements for the years ended December 31, 2025, and 2024, and the unaudited financial statements for the fourth quarters ended December 31, 2025 and 2024. All financial information contained in this news release is qualified in its entirety with reference to such financial statements. To the extent that the financial information contained in this news release is inconsistent with the information contained in the Company’s audited financial statements, the financial information contained in this news release shall be deemed to be modified or superseded by the Company’s audited financial statements. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation for purposes of applicable securities laws.
VIREO GROWTH INC.
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2025 AND 2024
(Amounts Expressed in United States Dollars, Audited and Condensed)
| | December 31, | | December 31, | ||
| | 2025 | | 2024 | ||
Assets |
| | |
| | |
Current assets: |
| | |
| | |
Cash | | $ | 102,229,759 | | $ | 91,604,970 |
Restricted Cash | | | 20,265,212 | | | — |
Marketable Securities | | | 1,020,243 | | | — |
Accounts receivable, net of credit losses of $1,266,965 and $244,264, respectively | |
| 13,761,917 | |
| 4,590,351 |
Income tax receivable | | | 22,756,544 | |
| 12,027,472 |
Inventory | |
| 59,969,928 | |
| 21,666,364 |
Prepayments and other current assets | |
| 3,896,577 | |
| 1,650,977 |
Warrants held | |
| 1,684,691 | |
| 2,270,964 |
Notes receivable | | | 79,226,015 | | | — |
Assets held for sale | |
| 300,000 | |
| 96,560,052 |
Total current assets | |
| 305,110,886 | |
| 230,371,150 |
Property and equipment, net | |
| 217,505,538 | |
| 32,311,762 |
Operating lease, right-of-use asset | |
| 53,368,204 | |
| 7,859,434 |
Intangible assets, net | |
| 117,471,678 | |
| 7,899,328 |
Goodwill | | | 87,534,561 | | | — |
Investments | | | 6,000,000 | | | — |
Deposits | |
| 4,390,559 | |
| 421,244 |
Indemnified tax assets | | | 25,772,866 | | | — |
Total assets | | $ | 817,154,292 | | $ | 278,862,918 |
Liabilities | |
| | |
| |
Current liabilities | |
| | |
| |
Accounts payable and accrued liabilities | | $ | 50,254,506 | | $ | 10,456,036 |
Convertible debt, current portion | | | 1,300,000 | | | — |
Long-term debt, current portion | | | 16,290,000 | | | 900,000 |
Right of use liability, current | |
| 3,556,576 | |
| 1,400,015 |
Uncertain tax liability | | | 119,954,000 | |
| 33,324,000 |
Derivative liability | | | 172,811 | | | — |
Liabilities held for sale | |
| — | |
| 89,387,203 |
Total current liabilities | |
| 191,527,893 | |
| 135,467,254 |
Right-of-use liability | |
| 146,308,253 | |
| 16,494,439 |
Long-term debt, net | |
| 127,644,855 | |
| 61,438,046 |
Convertible debt, net | | | 8,600,000 | | | 9,862,378 |
Contingent consideration | | | 24,448,000 | | | — |
Deferred tax liabilities | | | 10,217,000 | | | — |
Other long-term liabilities | | | 983,299 | | | 37,278 |
Total liabilities | | | 509,729,300 | | | 223,299,395 |
| | | | | | |
Commitments and contingencies | |
| | |
| |
| | | | | | |
Stockholders’ equity | |
| | |
| |
Subordinate Voting Shares ($- par value, unlimited shares authorized; 1,057,131,571 shares issued and outstanding at December 31, 2025 and 337,512,681 at December 31, 2024) | |
| — | |
| — |
Multiple Voting Shares ($- par value, unlimited shares authorized; 233,192 shares issued and outstanding at December 31, 2025 and 285,371 at December 31, 2024) | |
| — | |
| — |
Additional paid in capital | |
| 606,974,461 | |
| 286,999,084 |
Accumulated deficit | |
| (299,549,469) | |
| (231,435,561) |
Total stockholders' equity | | $ | 307,424,992 | | $ | 55,563,523 |
Total liabilities and stockholders' equity | | $ | 817,154,292 | | $ | 278,862,918 |
VIREO GROWTH INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE AND TWELVE MONTHS ENDED DECEMBER 31, 2025 AND 2024
(Amounts Expressed in United States Dollars, Audited and Condensed)
| | Unaudited Three Months Ended | | Audited Year Ended | ||||||||
| | 2025 | | 2024 | | 2025 | | 2024 | ||||
Revenue | | $ | 104,510,462 | | $ | 25,023,316 | | $ | 268,769,268 | | $ | 99,384,221 |
Cost of sales | |
| | |
| | |
| | |
| |
Product costs | |
| 45,716,741 | |
| 12,207,339 | |
| 122,009,304 | |
| 48,319,204 |
Non-cash product costs | | | 1,255,533 | | | — | | | 17,805,282 | | | — |
Inventory valuation adjustments | |
| 655,969 | |
| 164,000 | |
| 1,859,305 | |
| 294,000 |
Gross profit | |
| 56,882,219 | |
| 12,651,977 | |
| 127,095,377 | |
| 50,771,017 |
Operating expenses: | |
| | |
| | |
| | |
| |
Selling, general and administrative expenses | |
| 31,577,357 | |
| 6,812,432 | |
| 81,186,632 | |
| 28,063,050 |
Transaction related expenses | | | 4,430,409 | | | 4,227,497 | | | 11,208,273 | | | 4,504,001 |
Stock-based compensation expenses | |
| 9,045,515 | |
| 2,203,634 | |
| 18,663,707 | |
| 3,627,774 |
Depreciation | |
| 10,320,310 | |
| 69,931 | |
| 11,337,597 | |
| 292,694 |
Amortization | |
| 3,323,066 | |
| 180,033 | |
| 5,747,651 | |
| 720,134 |
Total operating expenses | |
| 58,696,657 | |
| 13,493,527 | |
| 128,143,860 | |
| 37,207,653 |
| | | | | | | | | | | | |
Income (loss) from operations | |
| (1,814,438) | |
| (841,550) | |
| (1,048,483) | |
| 13,563,364 |
| | | | | | | | | | | | |
Other income (expense): | |
| | |
| | |
| | |
| |
Interest expenses, net | |
| (4,502,233) | |
| (4,016,462) | |
| (15,905,534) | |
| (16,966,678) |
Interest expense on finance lease liabilities - Minnesota & New York | | | (3,598,567) | | | (3,567,637) | | | (14,348,831) | | | (14,222,167) |
Impairment of long-lived assets | |
| (2,600,000) | |
| — | |
| (2,600,000) | |
| — |
Gain (loss) on disposal of assets and debt | |
| (23,482) | |
| — | |
| (7,866,997) | |
| (218,327) |
Gain (loss) on change in the fair value of contingent consideration | | | (9,617,000) | | | — | | | (9,617,000) | | | — |
Derivative gain (loss) | | | (172,811) | | | — | | | (172,811) | | | — |
Other income (expenses) | |
| 10,283,303 | |
| (2,932,632) | |
| 11,648,748 | |
| 949,299 |
Other income (expenses), net | |
| (10,230,790) | |
| (10,516,731) | |
| (38,862,425) | |
| (30,457,873) |
| | | | | | | | | | | | |
Loss before income taxes | |
| (12,045,228) | |
| (11,358,281) | |
| (39,910,908) | |
| (16,894,509) |
| | | | | | | | | | | | |
Deferred income tax recoveries (expenses) | | | 13,406,000 | | | — | | | 13,406,000 | | | — |
Current income tax expenses | |
| (21,733,000) | |
| (4,343,000) | |
| (41,609,000) | |
| (11,113,000) |
Net loss and comprehensive loss | |
| (20,372,228) | |
| (15,701,281) | |
| (68,113,908) | |
| (28,007,509) |
Net loss per share - basic and diluted | | $ | (0.02) | | $ | (0.07) | | $ | (0.09) | | $ | (0.16) |
Weighted average shares used in computation of net loss per share - basic and diluted | | | 1,052,500,109 | | | 232,645,863 | | | 734,738,785 | | | 180,391,815 |
VIREO GROWTH INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER, 2025 AND 2024
(Amounts Expressed in United States Dollars, Audited and Condensed)
| | Year Ended December 31, | ||||
| | 2025 | | 2024 | ||
CASH FLOWS FROM OPERATING ACTIVITIES | | | |
| | |
Net loss | | $ | (68,113,908) | | $ | (28,007,509) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
| | |
| |
Non-cash amortization of inventory step up included in product costs | | | 17,805,282 | | | — |
Inventory valuation adjustments | |
| 1,859,305 | |
| 294,000 |
Depreciation | |
| 11,337,597 | |
| 292,694 |
Depreciation capitalized into inventory | |
| 4,771,998 | |
| 2,244,087 |
Non-cash operating lease expense | |
| 2,440,134 | |
| 439,664 |
Amortization of intangible assets | |
| 5,747,651 | |
| 720,134 |
Amortization of intangible assets capitalized into inventory | | | 99,116 | | | 99,116 |
Stock-based payments | |
| 12,946,707 | |
| 3,537,774 |
Warrants held | | | 586,273 | | | (333,612) |
Derivative (gain) loss | | | 172,811 | | | — |
Loss on extinguishment of debt | | | 4,911,988 | | | — |
Loss on impairment of long-lived assets | | | 2,600,000 | | | — |
Interest Expense | |
| 3,908,763 | |
| 4,794,018 |
Bad debt expense | |
| 605,443 | |
| 237,873 |
Accretion of interest on right-of-use finance lease liabilities | |
| 575,677 | |
| 221,010 |
(Gain) loss on change in the fair value of contingent consideration | | | 9,617,000 | | | — |
Non-cash gain on legal settlement | | | (8,172,587) | |
| — |
Loss (gain) on disposal of assets | | | (771,738) | | | 121,756 |
Change in operating assets and liabilities: | |
| | |
| |
Accounts Receivable | |
| (6,063,868) | |
| (1,030,224) |
Prepaid expenses | |
| 222,735 | |
| (164,564) |
Inventory | |
| (8,704,956) | |
| (2,391,818) |
Purchase of marketable securities | | | (1,020,243) | |
| — |
Income taxes | | | 8,111,049 | | | 250,646 |
Deferred income tax expense (benefit) | | | (13,406,000) | | | — |
Uncertain tax position liabilities | | | 33,477,000 | | | 10,968,000 |
Accounts payable and accrued liabilities | |
| (8,716,947) | |
| 2,403,710 |
Changes in operating lease liabilities | | | (3,114,791) | |
| (277,851) |
Change in assets and liabilities held for sale | |
| — | |
| (4,653,454) |
Net cash provided by (used in) operating activities | | | 3,711,491 | | | (10,234,550) |
| | | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |
| | |
| |
Purchases of property, plant, and equipment | | | (28,324,056) | | | (11,694,966) |
Proceeds from note receivable | | | — | | | 3,600,000 |
Acquisition of WholesomeCo, Inc., net of cash paid | | | 7,025,811 | | | — |
Acquisition of Deep Roots Holdings, Inc., net of cash paid | | | 19,382,757 | | | — |
Acquisition of Proper Holdings Management, Inc., net of cash paid | | | 12,951,202 | | | — |
Capitalized software development costs | | | (1,492,617) | | | — |
Proceeds from sale of assets held for sale | | | 250,000 | | | — |
Deposits | | | (1,033,646) | | | (37,600) |
Net cash provided by (used in) investing activities | | | 8,759,451 | | | (8,132,566) |
| | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | |
Proceeds from long-term debt, net of issuance costs | | | 146,039,514 | | | 4,668,730 |
Proceeds from convertible debt, net of issuance costs | | | — | | | 9,854,283 |
Proceeds from issuance of shares | | | — | | | 80,828,687 |
Proceeds from warrant exercises | | | 38,516 | | | 69,663 |
Proceeds from option exercises | | | 121,721 | | | 16,500 |
Debt principal payments | | | (127,780,692) | | | (1,234,000) |
Lease principal payments | | | — | | | (196,442) |
Net cash provided by (used in) financing activities | | | 18,419,059 | | | 94,007,421 |
| | | | | | |
Net change in cash | | | 30,890,001 | | | 75,640,305 |
| | | | | | |
Cash and restricted cash, beginning of period | | | 91,604,970 | | | 15,964,665 |
| | | | | | |
Cash and restricted cash, end of period | | $ | 122,494,971 | | $ | 91,604,970 |