BDO appointed new auditor for Vireo Growth (OTCQX: VREOD, CSE: VREO)

Rhea-AI Filing Summary

Vireo Growth Inc. has changed its independent auditor. On June 5, 2026, the Board, following the Audit Committee’s recommendation, dismissed Davidson & Company LLP as independent registered public accounting firm. Davidson’s audit reports for the years ended December 31, 2025 and 2024 contained no adverse opinions, disclaimers, or qualifications, and the company reports no disagreements or reportable events with Davidson.

On the same date, the Board approved the appointment of BDO USA, P.C. as Vireo’s new independent registered public accounting firm for the fiscal year ending December 31, 2026. A press release on June 9, 2026 framed the move as right-sizing the audit firm to support Vireo’s fast-paced M&A growth strategy in the cannabis market.

8-K Event Classification

3 items: 4.01, 7.01, 9.01

3 items

Item 4.01 Changes in Registrant's Certifying Accountant Governance

The company changed its independent auditing firm, which may involve disagreements on accounting matters.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Auditor dismissal date: June 5, 2026 New auditor appointment date: June 5, 2026 Fiscal year audited by prior firm: 2025 +2 more

5 metrics

Auditor dismissal date June 5, 2026 Davidson & Company LLP removed as independent auditor

New auditor appointment date June 5, 2026 BDO USA, P.C. appointed for FY ending December 31, 2026

Fiscal year audited by prior firm 2025 Davidson’s report on consolidated financial statements

Prior fiscal year audited 2024 Davidson’s report on consolidated financial statements

Press release date June 9, 2026 Company press release announcing BDO appointment

Key Terms

independent registered public accounting firm, reportable events, Emerging growth company, National Instrument 51-102 – Continuous Disclosure Obligations, +1 more

5 terms

independent registered public accounting firm financial

"the dismissal of Davidson & Company LLP (“Davidson”) as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

reportable events regulatory

"no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K)"

Reportable events are significant incidents or changes a company is legally required to disclose to regulators and the public, such as major safety problems, legal actions, financial irregularities, or management changes. They matter to investors because these events can alter a company’s risk profile or future performance, much like a dashboard warning light signals a problem that could affect a car’s safety or reliability. Timely disclosure helps investors make informed decisions and maintain market fairness.

Emerging growth company regulatory

"Emerging growth company x"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

National Instrument 51-102 – Continuous Disclosure Obligations regulatory

"as defined in National Instrument 51-102 – Continuous Disclosure Obligations"

A Canadian securities regulation that requires publicly traded companies to keep the market informed by regularly filing financial reports and promptly announcing any important developments that could affect their share price. It’s like a rule that makes firms send both scheduled progress reports and immediate alerts about major news so investors can make timely decisions based on the same information. Complying with these obligations helps maintain fair, transparent markets and reduces surprises for investors.

forward-looking information financial

"This press release contains “forward-looking information” or “forward-looking statements”"

Forward-looking information are predictions, plans, estimates or expectations about a company’s future performance, results or events, such as sales forecasts, project timelines, or anticipated costs. It matters to investors because these statements guide expectations but rely on assumptions and uncertain factors—like a weather forecast for a business—so investors should treat them as informed guesses rather than guarantees and consider the risks and possible changes behind the numbers.

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Understanding 8-K Material Events →

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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): June 5, 2026

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 4.01 Changes in Registrant’s Certifying Accountant.

(a) Dismissal of Independent Registered Public Accounting Firm

On June 5, 2026, upon the recommendation and approval of the Audit Committee of the Board of Directors (the “Audit Committee”) of Vireo Growth Inc. (the “Company”), the Board of Directors of the Company ratified and approved the dismissal of Davidson & Company LLP (“Davidson”) as the Company’s independent registered public accounting firm, effective June 5, 2026.

Davidson’s reports on the Company’s consolidated financial statements for the fiscal years ended December 31, 2025 and 2024 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

During the Company’s fiscal years ended December 31, 2025 and 2024, and the subsequent interim period through June 5, 2026, there were (i) no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and its related instructions) between the Company and Davidson on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Davidson, would have caused Davidson to make reference to the subject matter of the disagreement in its reports on the Company’s consolidated financial statements, and (ii) no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K).

The Company provided Davidson with a copy of this Current Report on Form 8-K (this “Form 8-K”) prior to its filing with the U.S. Securities and Exchange Commission (the “SEC”) and requested that Davidson furnish the Company with a letter addressed to the SEC stating whether they agree with the statements made by the Company in this Form 8-K and, if not, stating the respects, if any, in which they do not agree with such statements. A copy of the letter from Davidson addressed to the SEC is filed as Exhibit 16.1 to this Current Report on Form 8-K.

(b) Appointment of New Independent Registered Public Accounting Firm

On June 5, 2026, upon the recommendation and approval of the Audit Committee, the Board of Directors of the Company ratified and approved the appointment of BDO USA, P.C. (“BDO”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, effective June 5, 2026.

During the Company’s fiscal years ended December 31, 2025 and 2024, and the subsequent interim period through June 5, 2026, neither the Company nor anyone on its behalf consulted with BDO regarding either:

(i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company that BDO concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; or

(ii) any matter that was the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and its related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

Item 7.01 Regulation FD Disclosure.

On June 9, 2026, the Company issued a press release announcing the matters disclosed in this Current Report on Form 8-K, which is attached as Exhibit 99.1 hereto and is incorporated herein solely for purposes of this Item 7.01 disclosure.

Pursuant to the rules and regulations of the SEC, the information in this Item 7.01 disclosure, including Exhibit 99.1, and information set forth therein, is deemed to have been furnished and shall not be deemed to be “filed” under the Securities Exchange Act of 1934, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
16.1		Letter from Davidson & Company LLP to the Securities and Exchange Commission dated June 9, 2026.
99.1*		Press Release, dated as of June 9, 2026.
104		Cover Page Interactive Data File (embedded within the 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: June 9, 2026

Exhibit 99.1

Vireo Growth Inc. Appoints BDO as its New Auditor

MINNEAPOLIS, Minnesota, June 9, 2026 -- Vireo Growth Inc. (CSE: VREO) (OTCQX: VREOD) (“Vireo” or the “Company”) today announced the appointment of BDO USA, P.C. (“BDO”) as the Company’s new independent registered public accounting firm, effective immediately. The appointment follows the Company’s dismissal of Davidson & Company, LLP (“Davidson”) as the Company’s independent registered public accounting firm, effective June 5.

“We are pleased to welcome BDO as Vireo’s independent auditor,” said Vireo Growth’s Chief Executive Officer, John Mazarakis. “BDO is a highly respected accounting firm with global capabilities. We believe this is an important next step to right-size our auditing firm as the Company continues to execute on its fast-paced M&A growth strategy and as we look ahead for the cannabis market.”

Each of the appointment of BDO and the dismissal of Davidson as the Company’s independent registered public accounting firm was approved by the Company’s Board of Directors (the “Board”), upon the recommendation and approval of the Audit Committee of the Board.

There were no disagreements or unresolved issues between the Company and Davidson on any matter of audit scope or procedures, accounting principles or policies, or financial statement disclosure. Further, it is the Company's opinion that there have been no "reportable events" (as defined in National Instrument 51-102 – Continuous Disclosure Obligations and Item 304(a)(1)(v) of Regulation S-K) between the Company and Davidson.

The Company will file a Current Report on Form 8-K on EDGAR and SEDAR+ with further details relating to the change of auditor.

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 Vireo’s intense local market focus while leveraging the strength of a national portfolio. Vireo is committed to hiring industry leaders and deploying capital and talent where it believes 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.

Forward-Looking Information

This press release contains “forward-looking information” or “forward-looking statements” within the meaning of applicable United States and Canadian securities legislation (referred to herein as “forward-looking information”). 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 with respect to the Company’s auditor including the engagement and appointment of a successor auditor. 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 U.S. 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: the Company’s ability to maintain relationships with suppliers, customers, employees and other third parties and the interests of various constituents; 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; our ability to dispose of our 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 at www.sec.gov 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.

For Vireo, contact:

Lynn Ricci

Director Investor Relations & Corporate Communications

investor@vireogrowth.com

(612) 314-8995

FAQ

What auditor change did Vireo Growth Inc. (VREOF) announce?

Vireo Growth Inc. dismissed Davidson & Company LLP and appointed BDO USA, P.C. as its new independent registered public accounting firm for the year ending December 31, 2026. Both decisions were approved by the Board, following recommendations from the Audit Committee.

Were there any disagreements between Vireo Growth (VREOF) and its former auditor?

Vireo states there were no disagreements with Davidson & Company LLP on accounting principles, financial disclosures, audit scope, or procedures, and no reportable events as defined in Regulation S-K and National Instrument 51-102 during the 2024–2025 fiscal years and subsequent interim period.

Why did Vireo Growth (VREOF) select BDO as its new auditor?

Vireo’s CEO said BDO is a highly respected firm with global capabilities and called the appointment an important step to right-size the auditing firm as Vireo pursues a fast-paced M&A growth strategy and looks ahead to developments in the cannabis market.

What period will BDO audit for Vireo Growth (VREOF)?

BDO USA, P.C. has been appointed as Vireo Growth Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The appointment became effective June 5, 2026, following approval by the company’s Board and Audit Committee.

How did Vireo Growth (VREOF) communicate its auditor change to investors?

Vireo filed a Form 8-K describing Davidson’s dismissal and BDO’s appointment and issued a press release on June 9, 2026. The press release, furnished as an exhibit, emphasizes the strategic context of the change for Vireo’s growth plans.

What regulatory definitions are referenced in Vireo Growth’s (VREOF) auditor change?

The disclosure references “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K and National Instrument 51-102. Vireo states it believes no such reportable events occurred in its relationship with former auditor Davidson & Company LLP.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 12.8 KB

Other Documents

• EX-16.1 EXHIBIT 16.1 3.6 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB