Vireo Growth Inc. (VREOF) triples Q2 revenue as acquisitions reshape cannabis platform

Rhea-AI Filing Summary

Vireo Growth Inc. reported a transformative second quarter for the period ended June 30, 2026, driven by an aggressive acquisition strategy in cannabis and agribusiness. GAAP revenue reached $209.3 million, up 335.1% year-over-year, with cannabis revenue of $175.8 million and non-cannabis revenue of $33.5 million. GAAP gross profit increased to $95.3 million, while adjusted EBITDA rose to $41.5 million from $13.3 million, although the adjusted EBITDA margin declined to 19.8% from 27.7% as integration and deal-related costs weighed on profitability.

The company closed the Hawthorne, Eaze and Bridgewell deals in the quarter and subsequently completed the PharmaCann acquisition, among other transactions. On a pro forma basis including key acquisitions, revenue would have been $254.9 million, and management states that, assuming all announced deals close, Vireo would operate approximately 270 dispensaries, potentially making it one of the largest U.S. cannabis operators by store count. The balance sheet expanded to $1.27 billion in total assets, with cash and restricted cash of $122.7 million and stockholders’ equity of $442.5 million, alongside higher debt and a $172.8 million uncertain tax liability.

Positive

• GAAP revenue grew 335.1% year-over-year to $209.3 million, with cannabis revenue of $175.8 million and new non-cannabis revenue of $33.5 million, indicating a much larger operating scale.
• Adjusted EBITDA increased 212.0% to $41.5 million from $13.3 million year-over-year, showing substantially higher operating earnings on a non-GAAP basis despite integration costs.
• On a pro forma basis including recent acquisitions, quarterly revenue would have been $254.9 million, supporting management’s goal of building one of the largest U.S. cannabis and agribusiness platforms.
• The company closed multiple strategic acquisitions and announced additional deals, which management states could bring the platform to approximately 270 dispensaries, broadening geographic diversification and revenue sources.
• Vireo ended the quarter with $122.7 million in cash and restricted cash and secured a new asset-based revolving credit facility with a $65 million initial commitment, expandable up to $105 million, providing additional liquidity.

Negative

• Despite strong growth, Vireo recorded an operating loss of $6.3 million and a net loss of $0.1 million in the quarter, indicating profitability remains thin on a GAAP basis.
• Adjusted EBITDA margin fell to 19.8% from 27.7% year-over-year and from 30.8% sequentially, and gross margin also declined sequentially, reflecting integration costs and mix shifts.
• Leverage increased meaningfully, with long-term debt of $257.2 million, current long-term debt of $41.6 million and convertible debt of $23.6 million, adding fixed obligations.
• The balance sheet includes a sizable uncertain tax liability of $172.8 million, up from $120.0 million at year-end, which represents a material potential cash and earnings risk.
• Rapid expansion and numerous pending transactions introduce execution and integration risk, as highlighted by significant transaction-related expenses of $19.7 million in the quarter.

Filing Explained

The proposed Planet 13 merger could change existing holders’ ownership, but the filing does not state the securities amount or current issuance.

The filing states that Vireo and Planet 13 have signed a merger agreement, but the merger remains proposed: Vireo says a future Form S-4 will combine a proxy statement with a prospectus for securities to be issued to Planet 13 equity holders if the merger is completed.

If completed, Planet 13 would become Vireo’s direct wholly owned subsidiary, while Planet 13 stockholders would vote using later definitive materials; the filing does not state the amount or class of securities to be issued.

That means the disclosure is about a proposed combination and prospective issuance, not a completed issuance or completed merger.

Separately, Vireo reports an asset-based revolving credit facility with a $65 million initial commitment, expandable by a $20 million accordion to $105 million total; the filing does not report a draw.

The announced amounts describe commitment or capacity, not proceeds received in this filing.

The next material state change is tied to Vireo’s planned S-4, Planet 13’s definitive proxy, required regulatory and third-party approvals, and the stockholder vote before closing.

8-K Event Classification

2 items: 2.02, 9.01

2 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

GAAP Revenue: $209.3 million GAAP Gross Profit: $95.3 million Adjusted EBITDA: $41.5 million +5 more

8 metrics

GAAP Revenue $209.3 million Three months ended June 30, 2026; up 335.1% from $48.1 million in 2025

GAAP Gross Profit $95.3 million Three months ended June 30, 2026; up from $20.4 million in 2025

Adjusted EBITDA $41.5 million Three months ended June 30, 2026; 212.0% year-over-year increase from $13.3 million

Adjusted EBITDA Margin 19.8% Three months ended June 30, 2026; down from 27.7% a year earlier

Net income (loss) $(0.1) million Three months ended June 30, 2026; compared with $(14.9) million in 2025

Cash and restricted cash $122.7 million Balance as of June 30, 2026 on the consolidated balance sheet

Total assets $1,273.7 million Consolidated assets as of June 30, 2026; up from $817.2 million at December 31, 2025

Uncertain tax liability $172.8 million Current liability as of June 30, 2026; increased from $120.0 million at year-end 2025

Key Terms

Adjusted EBITDA, bargain purchase gain, contingent consideration, pro forma, +2 more

6 terms

Adjusted EBITDA financial

"Adjusted EBITDA (non-GAAP) (2) | $41.5 | ​ | $13.3 | ​ | 212.0%"

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

bargain purchase gain financial

"Bargain purchase gain | ​ | ​ | (21.7) | ​ | ​ | —"

A bargain purchase gain happens when a buyer acquires another company's assets for less than those assets' estimated fair value, producing an immediate accounting profit for the buyer. For investors, it matters because that one-time gain boosts the acquirer's reported earnings and can signal a very favorable deal — like finding a valuable item at a steep discount — but it may also prompt scrutiny about whether asset values or the deal terms were estimated correctly.

contingent consideration financial

"Change in the fair value of contingent consideration | ​ | | (2.9)"

Contingent consideration is an additional payment agreed when one company buys another that will be paid later only if specific future targets are met, such as revenue, profit, or regulatory milestones. It matters to investors because it shifts risk between buyer and seller and affects the acquiring company's future cash flow and reported value — like promising a bonus after results are proven.

pro forma financial

"2026 (pro forma) 1 | ​ ​ ​ | 2025 (pro forma) 1 |"

Pro forma refers to financial information that is prepared based on estimates or adjustments to show what a company's results might look like under certain scenarios, such as new projects or acquisitions. It helps investors understand the potential impact of future events by providing a clear, hypothetical view of financial performance, much like a weather forecast shows possible future conditions.

non-GAAP measure financial

"Adjusted Gross Profit (non-GAAP) | ​ | $ | 98.4 |"

A non-GAAP measure is a company-crafted financial metric that adjusts or excludes items from standard accounting numbers to highlight what management sees as the business’s core performance. Investors use these figures like a filtered photo to reveal trends or cash flow drivers that raw accounting totals might hide, but because companies decide which items to remove, these measures should be compared with standard statements to avoid being misled.

asset-based revolving credit facility financial

"Announced a new asset-based revolving credit facility with a $65 million initial commitment"

A loan arrangement where a lender agrees to make funds available up to a set limit that a borrower can draw, repay, and draw again, with the amount available tied to the value of specific assets (like inventory, receivables, or equipment) pledged as collateral. It matters to investors because it provides flexible working capital while limiting risk exposure: the company can fund growth or cover shortfalls quickly, but borrowing capacity can shrink if asset values fall.

Earnings Snapshot

GAAP Revenue: $209.3 million

Three months ended June 30, 2026

GAAP Revenue $209.3 million 335.1% year-over-year increase

GAAP Gross Profit $95.3 million 367.2% year-over-year increase

Adjusted EBITDA $41.5 million 212.0% year-over-year increase

Net income (loss) $(0.1) million improved from $(14.9) million a year earlier

FAQ

How did Vireo Growth Inc. (VREOF) perform financially in Q2 2026?

Vireo reported Q2 2026 GAAP revenue of $209.3 million, up 335.1% year-over-year, with GAAP gross profit of $95.3 million. Adjusted EBITDA reached $41.5 million versus $13.3 million a year earlier, though the adjusted EBITDA margin declined to 19.8%.

What drove VREOF’s revenue growth in the quarter ended June 30, 2026?

Growth was driven largely by recently closed M&A transactions. Cannabis revenue was $175.8 million and new non-cannabis revenue totaled $33.5 million. On a pro forma basis including key acquisitions, quarterly revenue would have been $254.9 million.

Is Vireo Growth Inc. (VREOF) profitable on a GAAP basis in Q2 2026?

Vireo generated net income (loss) of $(0.1) million in Q2 2026 and an operating loss of $6.3 million. While adjusted EBITDA was positive at $41.5 million, GAAP profitability remains limited due to operating, tax and transaction-related expenses.

What is the scale of VREOF’s operations and dispensary footprint after acquisitions?

Management states that, assuming completion of all announced acquisitions, Vireo will operate approximately 270 dispensaries, making it among the largest U.S. cannabis companies by dispensary count and positioning it as a leading multi-state operator.

What does the VREOF and Planet 13 merger proposal involve?

Vireo and Planet 13 entered a Merger Agreement dated July 26, 2026 under which a Vireo subsidiary will merge into Planet 13, making Planet 13 a wholly owned Vireo subsidiary. Vireo plans to file a Form S-4 registration statement including a proxy statement/prospectus for Planet 13 stockholders.

What is Vireo Growth Inc.’s (VREOF) liquidity and debt position as of June 30, 2026?

As of June 30, 2026, Vireo had $122.7 million in cash and restricted cash and total assets of $1.27 billion. Debt included $257.2 million of long-term debt, $41.6 million current long-term debt, and $22.3 million convertible debt, net.

How did VREOF’s margins change in Q2 2026 compared with prior periods?

Q2 2026 gross profit margin was 45.5% versus 42.4% a year earlier but down from 55.8% in Q1 2026. Adjusted EBITDA margin fell to 19.8% from 27.7% year-over-year and from 30.8% sequentially, reflecting integration and transaction costs.

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Understanding 8-K Material Events →

Available on EDGAR 08/11/2026 - 07:11 AM Accepted by SEC EDGAR 08/11/2026 - 07:11 AM Learn about SEC filing dates

0001771706false00017717062026-08-112026-08-11

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

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

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Date of Report (Date of earliest event reported): August 11, 2026

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VIREO GROWTH INC.

(Exact name of registrant as specified in its charter)

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British Columbia

(State or other jurisdiction of Incorporation)

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

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(612) 999-1606

(Registrant’s telephone number, including area code)

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Not Applicable

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

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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):

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

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

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

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

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

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

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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).

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Emerging growth company  ☒

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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.  ☐

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Item 2.02.     Results of Operations and Financial Condition.

On August 11, 2026, Vireo Growth Inc. (the “Company”) issued a press release to report its financial results for the three months ended June 30, 2026. 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.

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Additional Information and Where to Find It

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On July 27, 2026, the Company and Planet 13 Holdings Inc., a Nevada corporation (“Planet 13”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of July 26, 2026, by and among Vireo, Planet 13 and Supernova Merger Sub Inc., a Nevada corporation and a wholly owned subsidiary of Vireo (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub will merge with and into Planet 13 (the “Merger”), with Planet 13 continuing as the surviving corporation of the Merger as a direct wholly owned subsidiary of Vireo.

In accordance with the Merger Agreement, Vireo intends to file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (the “Registration Statement”) which will include a proxy statement/prospectus and certain other related documents, which will serve as both the proxy statement to be distributed to Planet 13’s stockholders in connection with its solicitation for proxies for the vote by its stockholders in connection with the Merger and other matters to be described in the Registration Statement, as well as the prospectus relating to the offer and sale of the securities to be issued to Planet 13’s equity holders in connection with the completion of the Merger. Planet 13 also intends to file relevant materials with the SEC and applicable Canadian securities regulators, including preliminary and definitive proxy statements relating to the Merger. The definitive proxy statement and other relevant documents will be mailed to Planet 13’s stockholders as of the record date established for voting on the Merger. This communication is not a substitute for the Registration Statement, the definitive proxy statement/prospectus or any other document that may be filed with the SEC or be mailed to Planet 13 stockholders in connection with the Merger.

BEFORE MAKING ANY DECISION, PLANET 13 STOCKHOLDERS ARE URGED TO CAREFULLY READ THE REGISTRATION STATEMENT, DEFINITIVE PROXY STATEMENT/PROSPECTUS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE MERGER OR INCORPORATED BY REFERENCE INTO THE PROXY STATEMENT AS, IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER.

Any vote in respect of resolutions to be proposed at Planet 13’s stockholder meeting to approve the Merger or other proposals in relation to the Merger should be made only on the basis of the information contained in Planet 13’s proxy statement/prospectus. You will be able to obtain a free copy of the Registration Statement, proxy statement/prospectus and other related documents (when available) filed with the SEC at the website maintained by the SEC at www.sec.gov or by accessing the Investor Relations section of Planet 13’s website at https://investors.planet13.com/. The information found on, or otherwise accessible through, Planet 13’s website is not incorporated by reference into, nor does it form a part of, this Current Report on Form 8-K or any other document that Planet 13 files with the SEC.

Participants in the Solicitation

Planet 13 and its directors and executive officers and certain of its employees may be deemed to be participants in the solicitation of proxies from Planet 13’s stockholders in connection with the Merger. Information regarding Planet 13’s directors and executive officers is set forth under the captions “Proposal No. 1: Election of Directors,” “Corporate Governance,” “Executive Officers,” “Executive Compensation,” “Director Compensation,” “Executive Compensation Tables,” “Director Compensation” and “Security Ownership of Certain Beneficial Owners and

Management” in the definitive proxy statement for Planet 13’s Annual General Meeting of Stockholders, filed with the SEC on April 29, 2026 (the “Annual Meeting Proxy Statement”). To the extent the holdings of Planet 13’s securities by its directors or executive officers have changed since the amounts set forth in the Annual Meeting Proxy Statement, such changes have been or will be reflected on Forms 3, 4 and 5, filed with the SEC.

These documents may be obtained free of charge from the SEC’s website at www.sec.gov or by accessing the Investor Relations section of Planet 13’s website at https://investors.planet13.com/. Additional information regarding the interests of participants in the solicitation of proxies in connection with the Merger will be included in the proxy statement/prospectus that Vireo expects to file in connection with the proposed Merger and other relevant materials Planet 13 may file with the SEC and applicable Canadian securities regulators.

Vireo, its directors, executive officers, other members of management, and employees, under SEC rules, may be deemed participants in the solicitation of proxies of Planet 13’s stockholders in connection with the Merger. A list of the names of such directors and executive officers and information regarding their interests in Vireo is contained in the sections entitled “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” and “Directors, Executive Officers and Corporate Governance” of Vireo’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 17, 2026, and which is available free of charge at the SEC’s website at www.sec.gov. Additional information regarding the interests of such participants will be contained in the Registration Statement when available.

No Offer or Solicitation

This Current Report on Form 8-K is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made in the United States absent registration under the Securities Act of 1933, as amended (the “Securities Act”), or pursuant to an exemption from, or in a transaction not subject to, such registration requirements. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act. No securities commission or securities regulatory authority in the United States or any other jurisdiction has in any way passed upon the merits of the Merger or the accuracy or adequacy of this communication.

Forward-Looking Information

This Current Report on Form 8-K 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”). Forward-looking information contained in this Current Report on Form 8-K 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 expectations around the proposed Merger and the expected timing and benefits thereof; the expected closing date; the approximate value of the consideration to be paid in the Merger; the satisfaction or waiver of the closing conditions set out in the Merger Agreement, including receipt of all regulatory approvals; the expectation that the shares of Planet 13 common stock will be delisted from the Canadian Securities Exchange and OTCQX Market and that Planet 13 will cease to be a reporting issuer under applicable U.S. and Canadian securities laws; and Vireo’s expectations around integration of the operations of its recent and announced acquisitions and timing thereof. 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 Vireo, Planet 13 or their respective 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. 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 Vireo and Planet 13 believe 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 neither Vireo nor Planet 13 can give any 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 receipt of necessary regulatory and third-party approvals for completion of the proposed Merger; risks and uncertainties associated with the proposed Merger, some of which are beyond Vireo’s and Planet 13’s control; Vireo’s and Planet 13’s ability to maintain relationships with suppliers, customers, employees and other third parties as a result of the proposed Merger; the effects of the proposed Merger on Vireo, Planet 13 and the interests of various constituents; subject to the successful outcome of the proposed Merger, 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 Vireo and Planet 13 currently operate; current and future market conditions, including the market price of the subordinate voting shares of Vireo; 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 Vireo to raise additional financing to continue as a going concern; Vireo’s and Planet 13’s ability to meet the demand for flower in their various markets; Vireo’s ability to dispose of its assets held for sale at an acceptable price or at all; and risk factors set out in Vireo’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q and Planet 13’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 Vireo’s and Planet 13’s respective profiles on SEDAR+ at www.sedarplus.com.

The statements in this Current Report on Form 8-K are made as of the date of this Form 8-K. Except as required by law, neither Vireo nor Planet 13 undertakes any obligation to update any forward-looking statements or forward-looking information to reflect events or circumstances after the date of such statements.

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Item 9.01.     Financial Statements and Exhibits

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(d) Exhibits.

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Exhibit No.	​ ​ ​	Description
99.1	​	Press Release, dated as of August 11, 2026**
104	​	Cover Page Interactive Data File (embedded within Inline XBRL document)

**Furnished herewith

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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)
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	By:	/s/ Tyson Macdonald
		Tyson Macdonald
		Chief Financial Officer
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Date: August 11, 2026	​	​

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Exhibit 99.1

Vireo Growth Inc. Announces Second Quarter 2026 Results

Q2 GAAP revenue of $209.3 million increased 335% year-over-year, driven by recently closed M&A transactions.

Q2 proforma revenue of $254.9 million, gives effect to the acquisitions of Hawthorne, Bridgewell, and PharmaCann as if they were completed on April 1, 2026.

Assuming the completion of all announced acquisitions, Vireo will become the largest U.S. cannabis operator by dispensary count with approximately 270 dispensaries, and among the largest U.S. cannabis companies by revenue.

Closed the Hawthorne, Eaze and Bridgewell transactions during the second quarter.

Announced the FLUENT and C21 acquisitions during the second quarter, which will expand our retail footprint in Florida and further strengthen our platform in Nevada.

Subsequent to quarter end, closed the PharmaCann acquisition, deepening our market position in Colorado, and entered Pennsylvania through the acquisition of PhytoNatural dispensary licenses.

Subsequent to quarter end, announced an asset purchase agreement, to acquire select Cannabist assets, which will expand our key Colorado platform and mark our entry into Massachusetts, New Jersey, and Illinois.

Subsequent to quarter end, announced a merger agreement with Planet 13 which will deepen our positions in Nevada and Florida while expanding our Illinois platform.

Subsequent to quarter end, announced a four-deal transaction through securities purchase agreements to establish a fully-built vertical operation in Ohio, our 15th state.

Announced a new asset-based revolving credit facility with a $65 million initial commitment, expandable to $85 million with an additional $20 million accordion (up to $105M total), priced at Term SOFR + 1.75%–2.00%.

Company closed Q2 with $122.7 million in cash; expects to remain acquisitive.

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MINNEAPOLIS – August 11, 2026 – Vireo Growth Inc. (“Vireo” or the “Company”) (CSE: VREO; OTCQX: VREOF), a leading vertically integrated cannabis company and agricultural markets platform, today reported financial results for its second fiscal quarter ended June 30, 2026. 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

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​	Three Months Ended
US $ in millions	June 30,
​	2026	​	2025	​	Variance
GAAP Revenue	$209.3	​	$48.1	​	335.1%
GAAP Cannabis Revenue	$175.8	​	$48.1	​	265.5%
GAAP Non-Cannabis Revenue	$33.5	​	$0.0	​	100.0%
​	​	​	​	​	​
GAAP Gross Profit	$95.3	​	$20.4	​	367.2%
Gross Profit Margin	45.5%	​	42.4%	​	310 bps
Adjusted Gross Profit(1)	$98.4	​	$24.7	​	298.4%
Adjusted Gross Profit Margin(1)	47.0%	​	51.4%	​	-430 bps
Adjusted Cannabis Gross Profit(1)	$92.4	​	$24.7	​	274.1%
Adjusted Cannabis Gross Profit Margin(1)	52.6%	​	51.4%	​	120 bps
Adjusted Non-Cannabis Gross Profit(1)	$6.0	​	$0.0	​	100.0%
Adjusted Non-Cannabis Gross Profit Margin(1)	17.9%	​	0.0%	​	1,790 bps
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Adjusted EBITDA (non-GAAP)(2)	$41.5	​	$13.3	​	212.0%
Adjusted EBITDA Margin(2)	19.8%	​	27.7%	​	-780 bps
Adjusted Cannabis EBITDA (non-GAAP)(2)	$39.4	​	$13.3	​	196.2%
Adjusted Cannabis EBITDA Margin(2)	22.4%	​	27.7%	​	-520 bps
Adjusted Non-Cannabis EBITDA (non-GAAP)(2)	$2.1	​	$0.0	​	100.0%
Adjusted Non-Cannabis EBITDA Margin(2)	6.3%	​	0.0%	​	630 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.

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Sequential Performance Summary

​	​	​	​	​	​
US $ in millions	Three Months Ended
​	June 30, 2026	​	March 31, 2026	​	Variance
GAAP Revenue	$209.3	​	$106.2	​	97.1%
GAAP Cannabis Revenue	$175.8	​	$106.2	​	65.5%
GAAP Non-Cannabis Revenue	$33.5	​	$0.0	​	100.0%
​	​	​	​	​	​
GAAP Gross Profit	$95.3	​	$59.3	​	60.7%
Gross Profit Margin	45.5%	​	55.8%	​	-1,030 bps
Adjusted Gross Profit(1)	$98.4	​	$59.8	​	64.5%
Adjusted Gross Profit Margin(1)	47.0%	​	56.3%	​	-930 bps
Adjusted Cannabis Gross Profit(1)	$92.4	​	$59.8	​	54.5%
Adjusted Cannabis Gross Profit Margin(1)	52.6%	​	56.3%	​	-370 bps
Adjusted Non-Cannabis Gross Profit(1)	$6.0	​	$0.0	​	100.0%
Adjusted Non-Cannabis Gross Profit Margin(1)	17.9%	​	0.0%	​	1,790 bps
​	​	​	​	​	​
Adjusted EBITDA (non-GAAP)(2)	$41.5	​	$32.7	​	26.9%
Adjusted EBITDA Margin(2)	19.8%	​	30.8%	​	-1,100 bps
Adjusted Cannabis EBITDA (non-GAAP)(2)	$39.4	​	$32.7	​	20.5%
Adjusted Cannabis EBITDA Margin(2)	22.4%	​	30.8%	​	-840 bps
Adjusted Non-Cannabis EBITDA (non-GAAP)(2)	$2.1	​	$0.0	​	100.0%
Adjusted Non-Cannabis EBITDA Margin(2)	6.3%	​	0.0%	​	630 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

John Mazarakis, Chief Executive Officer of Vireo, commented: "We believe the cannabis industry is entering a period where scale alone is no longer enough. The companies that create lasting value will be those that combine disciplined capital allocation, operational excellence, and the ability to integrate businesses efficiently. Every acquisition we announced during the quarter reflects that philosophy. Rather than pursuing growth for its own sake, we are building a diversified cannabis and agribusiness platform where each investment strengthens the value of the broader organization."

Mazarakis continued, "With our pending transactions, Vireo has assembled one of the industry's largest operating footprints while remaining focused on improving profitability, expanding free cash flow, and building $100 million-plus businesses across our core markets over time. As we strategically diversify our platform, the Hawthorne and Bridgewell acquisitions establish the foundation of our national agribusiness supply platform, extending our reach beyond cannabis and forming the basis of our non-cannabis reporting segment. We believe the investments we are making today will position the Company to demonstrate the full earnings power of our platform as integration activities continue into 2027."

Q2 Highlights

● Completed its merger with Eaze Inc. (“Eaze”), with Eaze becoming a wholly owned subsidiary of the Company, deepening presence in Colorado, adding two new markets: California and Florida, and enhancing Vireo’s IP portfolio with a robust delivery platform.

​

● Completed the acquisition of The Hawthorne Gardening Company LLC (“Hawthorne”) and its subsidiaries from The Scotts Miracle-Gro Company, strengthening the Vireo balance sheet and creating a procurement platform to optimize supply chain management and drive cost efficiency across our portfolio.

​

● Announced a definitive agreement with Glass House Brands Inc. (“Glass House”) to form a joint venture to combine each party’s California dispensary operations in exchange for a 50% ownership interest, supported by a preferential supply agreement with Glass House, and an option after five years for Vireo to acquire Glass House’s equity interest in the joint venture, with Glass House having a reciprocal put right.

​

● Entered into a definitive arrangement agreement to acquire all outstanding shares of FLUENT Corp. (“Fluent”) in an all-stock transaction. The acquisition, when complete, expands our presence in Florida, one of the most important cannabis markets in the country.

​

● Announced and completed the acquisition of Agribusiness Holdings Limited Partnership, including its subsidiary, Bridgewell Agribusiness LLC (“Bridgewell”), supporting Vireo’s newly formed agribusiness and its supply chain and procurement strategy vision.  

​

● Exercised its option to purchase the Johnstown New York facility from IIP-NY 2 LLC, a subsidiary of Innovative Industrial Properties Inc.

​

● Announced a definitive agreement to acquire C21 Investment, Inc. (“C21”), to deepen its presence in Nevada with a strong operator.

​

● Completed a board approved share consolidation at a ratio of 30-to-1 and changed its auditor to BDO USA, P.C.

​

​

Subsequent Events (Through August 10, 2026)

​

● Announced and completed the acquisition of FarmX, LLC d/b/a PhytoNatural ("PhytoNatural"), via Vive Penn, LLC (“Vive”), a joint venture between Vireo Health of PA, LLC and Hive Holdings, Inc., which includes a non-operational medical cannabis retail permit that, subject to applicable regulatory approvals, authorizes the operation of up to six dispensaries in Pennsylvania,providing an entry point for future expansion into a new state, Pennsylvania, an important medical market.

​

● Announced a definitive purchase agreement to acquire certain assets from The Cannabist Company Holdings Inc. (“Cannabist”), including cannabis cultivation, manufacturing and up to 20 retail operations from subsidiaries, enhancing our Colorado operations and entering three new markets: Illinois, Massachusetts, and New Jersey.

​

● Announced a merger agreement (the “Merger Agreement”) with Planet 13 Holdings Inc. (“Planet 13”, such transaction the “Merger”), in an all-stock transaction, to acquire their cultivation, processing, delivery, consumption license, and retail dispensaries in Nevada, Illinois and Florida.

​

● Simultaneously announced four acquisitions in Ohio, entering our 15th state with meaningful scale including 8 dispensaries, a cultivation and processing facility, and related owned and leased real estate.

​

● Completed the acquisition of certain PharmaCann Inc. assets, transitioning from management under an MSA to ownership in Colorado.

​

● Announced a new asset-based revolving credit facility with a $65 million initial commitment, expandable to $85 million and further to $105M through a $20 million accordion feature, priced at Term SOFR plus a 1.75%–2.00% applicable margin.

​

​

Balance Sheet and Liquidity

As of June 30, 2026, total current assets excluding income taxes receivable were $374.0 million, including cash on hand of $122.7 million and marketable securities of $1.0 million. Total current liabilities excluding uncertain tax liabilities and contingent consideration

were $181.4 million. As of June 30, 2026, the Company had a total of 54.4 million subordinate voting shares outstanding on a treasury method basis using a share price of $15.00 comprised of 45.8 million subordinate voting shares outstanding on an as converted basis, 2.1 million RSUs, 1.2 million shares issuable upon conversion of convertible debt, 3.5 million shares held in escrow, 1.2 million shares expected to be issued in connection with the satisfaction of earn-out liabilities, and 0.6 million in the money warrants and options adjusted for the treasury method.

Conference Call and Webcast Information

Vireo management will host a conference call with research analysts today, August 11, 2026, at 8:00 a.m. ET (7:00 a.m. CT) to discuss its financial results for its second quarter ended June 30, 2026. Interested parties may attend the conference call by dialing +1 833 461 5787 (Toll-Free US and Canada) or for international callers, International Dial-In Numbers, and reference conference ID number 596468752.

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/596468752

​

About Vireo Growth Inc.

Vireo Growth Inc. (CSE: VREO; OTCQX: VREOF) is a leading vertically integrated cannabis company building a broad platform across cannabis and adjacent agricultural markets. The Company operates cultivation, manufacturing, retail dispensaries, home delivery, distribution, and agricultural supply businesses across the United States, creating exposure to both cannabis and complementary adjacent markets. With current operations in 10 states and more than 170 dispensaries nationwide, Vireo combines disciplined capital allocation, strategic acquisitions, and local market execution to scale its platform and drive long-term shareholder value. The Company is focused on expanding market share and strengthening its portfolio of consumer brands and services, while supporting the customers, employees, shareholders, and communities it serves. For more information about Vireo, visit www.vireogrowth.com.

Additional Information

Additional information relating to the Company’s second quarter 2026 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

Lynn Ricci

Director Investor Relations & Corporate Communications

investor@vireogrowth.com

1 (781) 956-7052

​

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, including remaining acquisitive, and optimization of the Company’s business; the Company’s expectations around becoming the biggest U.S. cannabis operator by dispensary count and third largest on a revenue basis; the Company’s expectation of building $100 million-plus businesses across its core markets over time; the Company’s expectations around its pending transactions in Ohio and with Fluent, C21, Cannabist, Planet 13, and the assets to be acquired therefrom; expectations around the joint venture involving Glass House and the consummation of the related contributions of California dispensary operations by Vireo and Glass House; expectations around entry into Pennsylvania through acquisition of the PhytoNatural licenses; expectations around the proposed Merger and the expected timing and benefits thereof; the expected Merger closing date; the approximate value of the consideration to be paid in the Merger; the satisfaction or waiver of the closing conditions set out in the Merger Agreement, including receipt of all regulatory approvals; the expectation that the shares of Planet 13 common stock will be delisted from the Canadian

Securities Exchange and OTCQX Market and that Planet 13 will cease to be a reporting issuer under applicable U.S. and Canadian securities laws; and Vireo’s expectations around integration of the operations of its recent and announced acquisitions and timing thereof. 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, Planet 13 or their respective 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 and Planet 13 (in the case of the Merger) believe 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 neither the Company nor Planet 13 (in the case of the Merger) can give any 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 receipt of necessary regulatory and third-party approvals for completion of the proposed Merger and the Company’s pending and proposed transactions; risks and uncertainties associated with the proposed Merger, the pending transactions in Ohio and with Fluent, C21, and Cannabist, and the joint venture with Glass House, some of which are beyond the Company’s and Planet 13’s control; the Company’s and Planet 13’s ability to maintain relationships with suppliers, customers, employees and other third parties as a result of the proposed Merger, the pending transactions in Ohio and with Fluent, C21, and Cannabist, and the joint venture with Glass House; the effects of the proposed Merger, the pending transactions in Ohio and with Fluent, C21, and Cannabist and the joint venture with Glass House on the Company, Planet 13 and the interests of various constituents; subject to the successful outcome of the proposed Merger, the pending transactions in Ohio and with Fluent, C21, and Cannabist, and the proposed contributions of California dispensary operations to the Glass House joint venture, 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 and Planet 13’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 and with respect to the Merger, Planet 13’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 and Planet 13’s respective profiles 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.

​

Additional Information and Where to Find It

​

In accordance with the Merger Agreement, Vireo intends to file with the SEC a registration statement on Form S-4 (the “Registration Statement”) which will include a proxy statement/prospectus and certain other related documents, which will serve as both the proxy statement to be distributed to Planet 13’s stockholders in connection with its solicitation for proxies for the vote by its stockholders in connection with the Merger and other matters to be described in the Registration Statement, as well as the prospectus relating to the offer and sale of the securities to be issued to Planet 13’s equity holders in connection with the completion of the Merger. Planet 13 also intends to file relevant materials with the SEC and applicable Canadian securities regulators, including preliminary and definitive proxy statements relating to the Merger. The definitive proxy statement and other relevant documents will be mailed to Planet 13’s stockholders as of the record date established for voting on the Merger. This communication is not a substitute for the Registration Statement, the definitive proxy statement/prospectus or any other document that may be filed with the SEC or be mailed to Planet 13 stockholders in connection with the Merger.

BEFORE MAKING ANY DECISION, PLANET 13 STOCKHOLDERS ARE URGED TO CAREFULLY READ THE REGISTRATION STATEMENT, DEFINITIVE PROXY STATEMENT/PROSPECTUS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE MERGER OR INCORPORATED BY REFERENCE INTO THE PROXY STATEMENT AS, IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER.

Any vote in respect of resolutions to be proposed at Planet 13’s stockholder meeting to approve Merger or other proposals in relation to the Merger should be made only on the basis of the information contained in Planet 13’s proxy statement/prospectus. You will be able to obtain a free copy of the Registration Statement, proxy statement/prospectus and other related documents (when available) filed with the SEC at the website maintained by the SEC at www.sec.gov or by accessing the Investor Relations section of Planet 13’s website at https://investors.planet13.com/. The information found on, or otherwise accessible through, Planet 13’s website is not incorporated by reference into, nor does it form a part of, this earnings release or any other document that Planet 13 files with the SEC.

Participants in the Solicitation

Planet 13 and its directors and executive officers and certain of its employees may be deemed to be participants in the solicitation of proxies from Planet 13’s stockholders in connection with the Merger. Information regarding Planet 13’s directors and executive officers is set forth under the captions “Proposal No. 1: Election of Directors,” “Corporate Governance,” “Executive Officers,” “Executive Compensation,” “Director Compensation,” “Executive Compensation Tables,” “Director Compensation” and “Security Ownership of Certain Beneficial Owners and Management” in the definitive proxy statement for Planet 13’s Annual General Meeting of Stockholders, filed with the SEC on April 29, 2026 (the “Annual Meeting Proxy Statement”). To the extent the holdings of Planet 13’s securities by its directors or executive officers have changed since the amounts set forth in the Annual Meeting Proxy Statement, such changes have been or will be reflected on Forms 3, 4 and 5, filed with the SEC.

These documents may be obtained free of charge from the SEC’s website at www.sec.gov or by accessing the Investor Relations section of Planet 13’s website at https://investors.planet13.com/. Additional information regarding the interests of participants in the solicitation of proxies in connection with the transaction will be included in the proxy statement/prospectus that Vireo expects to file in connection with the proposed Merger and other relevant materials Planet 13 may file with the SEC and applicable Canadian securities regulators.

Vireo, its directors, executive officers, other members of management, and employees, under SEC rules, may be deemed participants in the solicitation of proxies of Planet 13’s stockholders in connection with the Merger. A list of the names of such directors and executive officers and information regarding their interests in Vireo is contained in the sections entitled “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” and “Directors, Executive Officers and Corporate Governance” of Vireo’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 17, 2026, and which is available free of charge at the SEC’s website at www.sec.gov. Additional information regarding the interests of such participants will be contained in the Registration Statement when available.

No Offer or Solicitation

This earnings release is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made in the United States absent registration under the Securities Act of 1933, as amended (the “Securities Act”), or pursuant to an exemption from, or in a transaction not subject to, such registration requirements. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act. No securities commission or securities regulatory authority in the United States or any other jurisdiction has in any way passed upon the merits of the Merger or the accuracy or adequacy of this communication.

​

​

VIREO GROWTH INC.

STATE-BY-STATE REVENUE PERFORMANCE

THREE MONTHS ENDED JUNE 30, 2026, 2025, 2026 PRO FORMA, AND 2025 PRO FORMA

(Amounts Expressed in millions of United States Dollars, Unaudited)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

​

​

​

​

​

​

June 30,

​

​

​

​

​

​

​ ​ ​

2026

​ ​ ​

2025

​ ​ ​

$ Change

​ ​ ​

% Change

Retail:

​

​

​

​

​

​

​

​

​

MN

​

$

19.0

​

$

10.9

​

$

8.1

74

%

NY

​

0.8

​

1.1

​

(0.3)

(27)

%

MD

​

​

6.7

​

​

6.7

​

​

—

​

—

%

UT

​

​

13.1

​

​

6.1

​

​

7.0

​

115

%

NV

​

​

28.3

​

​

6.4

​

​

21.9

​

342

%

MO

​

​

20.9

​

​

5.6

​

​

15.3

​

273

%

CO

​

​

28.4

​

​

—

​

​

28.4

​

100

%

NM

​

​

9.4

​

​

—

​

​

9.4

​

100

%

CA

​

​

18.0

​

​

—

​

​

18.0

​

100

%

FL

​

​

9.5

​

​

—

​

​

9.5

​

100

%

Total Retail

​

$

154.1

​

$

36.8

​

$

117.3

319

%

​

​

​

​

​

​

​

​

​

​

​

​

​

Wholesale:

​

​

​

​

​

​

​

​

MN

​

$

0.1

​

$

0.2

​

$

(0.1)

(50)

%

NY

​

8.9

​

4.1

​

4.8

117

%

MD

​

​

3.4

​

​

4.2

​

​

(0.8)

​

(19)

%

UT

​

​

2.4

​

​

1.1

​

​

1.3

​

118

%

NV

​

​

0.1

​

​

—

​

​

0.1

​

100

%

MO

​

​

5.9

​

​

1.7

​

​

4.2

​

247

%

CO

​

​

0.9

​

​

—

​

​

0.9

​

100

%

Total Wholesale

​

$

21.7

​

$

11.3

​

$

10.4

92

%

​

​

​

​

​

​

​

​

​

​

​

​

​

Total Cannabis Revenue

​

$

175.8

​

$

48.1

​

$

127.7

​

265

%

​

​

​

​

​

​

​

​

​

​

​

​

​

Non-Cannabis Revenue

​

​

33.5

​

​

—

​

​

33.5

​

100

%

​

​

​

​

​

​

​

​

​

​

​

​

​

Total Revenue

​

$

209.3

​

$

48.1

​

$

161.2

335

%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

​

​

​

​

​

​

June 30,

​

​

​

​

​

​

​ ​ ​

2026 (pro forma)1

​ ​ ​

2025 (pro forma)1

​ ​ ​

$ Change

​ ​ ​

% Change

Retail:

​

​

​

​

​

​

​

​

​

MN

​

$

19.0

​

$

10.9

​

$

8.1

74

%

NY

​

0.8

​

​

1.1

​

(0.3)

(27)

%

MD

​

​

6.7

​

​

6.7

​

​

0.0

0

%

UT

​

​

13.1

​

​

11.6

​

​

1.5

​

13

%

NV

​

​

28.3

​

​

24.9

​

​

3.4

​

14

%

MO

​

​

20.9

​

​

20.1

​

​

0.8

​

4

%

CO

​

​

44.8

​

​

52.4

​

​

(7.6)

​

(15)

%

NM

​

​

9.4

​

​

8.2

​

​

1.2

​

15

%

CA

​

​

18.0

​

​

18.7

​

​

(0.7)

​

(4)

%

FL

​

​

9.5

​

​

5.3

​

​

4.2

​

79

%

Total Retail

​

$

170.5

​

$

159.9

​

$

10.6

7

%

​

​

​

​

​

​

​

​

​

​

​

​

​

Wholesale:

​

​

​

​

​

​

​

​

​

MN

​

​

0.1

​

​

0.2

​

​

(0.1)

​

(50)

%

NY

​

8.9

​

​

4.1

​

4.8

117

%

MD

​

3.4

​

​

4.2

​

(0.8)

(19)

%

UT

​

​

2.4

​

​

1.9

​

​

0.5

​

26

%

NV

​

​

0.1

​

​

0.2

​

(0.1)

​

(50)

%

MO

​

​

5.9

​

​

4.8

​

​

1.1

​

23

%

CO

​

​

0.9

​

​

0.7

​

​

0.2

​

29

%

Total Wholesale

​

$

21.7

​

$

16.1

​

$

5.6

35

%

​

​

​

​

​

​

​

​

​

​

​

​

​

Total Cannabis Revenue

​

$

192.2

​

$

176.0

​

$

16.2

​

9

%

​

​

​

​

​

​

​

​

​

​

​

​

​

Non-Cannabis Revenue

​

$

62.7

​

​

N.M.

​

​

N.M.

​

N.M.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total Revenue

​

$

254.9

​

​

N.M.

​

​

N.M.

N.M.

​

N.M – Not meaningful

¹Proforma results give effect to the acquisitions of Vireo Health of Rocky Mountain, Eaze, Hawthorne, Bridgewell, and PharmaCann as if they were completed on April 1, 2025. 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.

​

​

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, and Adjusted Gross Profit Margin. EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Gross Profit, and Adjusted Gross Profit 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 for both our cannabis and non-cannabis operations.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

​

June 30,

​

​

2026 (Cannabis)

​ ​ ​

2025 (Cannabis)

​ ​ ​

2026 (Non-Cannabis)

​

2025 (Non-Cannabis)

Net income (loss)

​

$

0.2

​

$

(14.9)

​

$

(0.3)

​

$

—

Interest expense, net

​

9.2

​

7.6

​

0.3

​

—

Income taxes

​

14.3

​

4.9

​

—

​

—

Depreciation & Amortization

​

5.8

​

1.1

​

0.3

​

—

Depreciation and amortization included in cost of sales

​

3.6

​

0.9

​

0.6

​

—

EBITDA (non-GAAP)

​

$

33.1

​

$

(0.4)

​

$

0.9

​

$

—

Non-cash inventory adjustments

​

1.9

​

3.9

​

1.2

​

—

Grown Rogue termination fee included in cost of goods sold

​

​

—

​

​

0.3

​

​

—

​

​

—

Change in the fair value of contingent consideration

​

(2.9)

​

—

​

—

​

—

Stock-based compensation

​

​

7.5

​

​

4.2

​

​

—

​

​

—

Transaction related expenses

​

​

19.7

​

​

4.7

​

​

—

​

​

—

One time legal costs

​

​

2.4

​

​

—

​

​

—

​

​

—

Other (income) expense

​

(1.2)

​

0.4

​

—

​

—

Bargain purchase gain

​

​

(21.7)

​

​

—

​

​

—

​

​

—

Severance expense

​

​

—

​

​

0.2

​

​

—

​

​

—

Loss on disposal of assets

​

0.6

​

—

​

—

​

—

Adjusted EBITDA (non-GAAP)

​

$

39.4

​

$

13.3

​

$

2.1

​

$

—

​

​	​	​	​	​	​	​
​	​	Three Months Ended
​	​	June 30,
Consolidated	​	2026		​	2025
Net income (loss)	​	$	(0.1)	​	$	(14.9)
Interest expense, net	​		9.5	​		7.6
Income taxes	​		14.3	​		4.9
Depreciation & Amortization	​		6.1	​		1.1
Depreciation and amortization included in cost of sales	​		4.2	​		0.9
EBITDA (non-GAAP)	​	$	34.0	​	$	(0.4)
Non-cash inventory adjustments	​		3.1	​		3.9
Grown Rogue termination fee included in cost of goods sold	​	​	—	​	​	0.3
Change in the fair value of contingent consideration	​		(2.9)	​		—
Stock-based compensation	​	​	7.5	​	​	4.2
Transaction related expenses	​	​	19.7	​	​	4.7
One time legal costs	​	​	2.4	​	​	—
Other (income) expense	​		(1.2)	​		0.4
Bargain purchase gain	​	​	(21.7)	​	​	—
Severance expense	​	​	—	​	​	0.2
Loss on disposal of assets	​		0.6	​		—
Adjusted EBITDA (non-GAAP)	​	$	41.5	​	$	13.3

​

The financial information reported in this news release is based on the Company’s unaudited financial statements for the three months ended June 30, 2026, and 2025. 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 unaudited financial statements, the financial information contained in this news release shall be deemed to be modified or superseded by the Company’s unaudited 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.

​

Reconciliation of Adjusted Gross Profit

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cannabis Segment

​

Non-Cannabis Segment

​

TOTAL

​

​

Three Months Ended

​

Three Months Ended

​

Three Months Ended

​

​

June 30,

​

June 30,

​

June 30,

​

​ ​ ​

2026

​ ​ ​

2025

​

2026

​ ​ ​

2025

​

2026

​ ​ ​

2025

Gross Profit

​

$

90.5

​

$

20.4

​

$

4.8

​

$

—

​

$

95.3

​

$

20.4

Non-cash product costs

​

1.5

​

4.2

​

1.2

​

—

​

2.7

​

4.2

Inventory valuation adjustments

​

0.4

​

(0.2)

​

—

​

—

​

0.4

​

(0.2)

Other

​

​

—

​

​

0.3

​

​

—

​

​

—

​

​

—

​

​

0.3

Adjusted Gross Profit (non-GAAP)

​

$

92.4

​

$

24.7

​

$

6.0

​

$

—

​

$

98.4

​

$

24.7

​

​

​

VIREO GROWTH INC.

CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2026 AND DECEMBER 31, 2025

(Amounts Expressed in millions of United States Dollars, Unaudited and Condensed)

​	​	​	​	​	​	​
​	​ ​ ​	June 30,		​	December 31,
​	​	2026		​	2025
Assets		​	​		​	​
Current assets:		​	​		​	​
Cash	​	$	103.1	​	$	102.2
Restricted cash	​	​	19.6	​	​	20.3
Marketable securities	​	​	1.0	​	​	1.0
Accounts receivable, net	​		63.9	​		13.8
Income tax receivable	​	​	20.5	​		22.8
Inventory	​		149.4	​		60.0
Supply Agreement Asset	​	​	19.8	​		—
Prepayments and other current assets	​		14.1	​		3.8
Warrants held	​		1.4	​		1.7
Notes receivable	​	​	1.3	​	​	79.2
Other assets	​		0.4	​		0.3
Total current assets	​		394.5	​		305.1
Property and equipment, net	​		280.7	​		217.5
Operating lease, right-of-use asset	​		153.9	​		53.4
Intangible assets, net	​		218.7	​		117.5
Goodwill	​	​	161.1	​	​	87.5
Investments	​	​	11.7	​	​	6.0
Deposits	​		4.3	​		4.4
Indemnified tax assets	​	​	48.8	​	​	25.8
Total assets	​	$	1,273.7	​	$	817.2
Liabilities	​		​	​		​
Current liabilities	​		​	​		​
Accounts payable and accrued liabilities	​	$	125.1	​	$	50.3
Convertible debt, current portion	​	​	1.3	​	​	1.3
Long-term debt, current portion	​	​	41.6	​	​	16.3
Operating lease liabilities - current	​		13.4	​		3.6
Contingent consideration	​	​	36.5	​	​	—
Uncertain tax liability	​	​	172.8	​		120.0
Derivative liability	​	​	—	​	​	0.2
Total current liabilities	​		390.7	​		191.7
Finance lease liabilities	​		8.8	​		95.8
Operating lease liabilities	​	​	141.2	​	​	50.5
Long-term debt, net	​		257.2	​		127.6
Convertible debt, net	​	​	22.3	​	​	8.6
Contingent consideration	​	​	—	​	​	24.4
Deferred tax liabilities	​	​	9.8	​	​	10.2
Other long-term liabilities	​	​	1.2	​	​	1.0
Total liabilities	​	​	831.2	​	​	509.8
​	​	​	​	​	​	​
Commitments and contingencies	​		​	​		​
​	​	​	​	​	​	​
Stockholders’ equity	​		​	​		​
Subordinate Voting Shares ($- par value, unlimited shares authorized); (45,044,826 shares issued and outstanding at June 30, 2026, and 35,237,719 at December 31, 2025)	​		—	​		—
Multiple Voting Shares ($- par value, unlimited shares authorized); (7,718 shares issued and outstanding at June 30, 2026 and 7,773 at December 31, 2025)	​		—	​		—
Additional paid in capital	​		762.5	​		607.0
Accumulated deficit	​		(320.0)	​		(299.6)
Total stockholders' equity	​	$	442.5	​	$	307.4
Total liabilities and stockholders' equity	​	$	1,273.7	​	$	817.2

​

​

VIREO GROWTH INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 2026 AND 2025

(Amounts Expressed in millions of United States Dollars, Unaudited and Condensed)

​	​	​	​	​	​	​
​	​	Unaudited Three Months Ended June 30,
​	​ ​ ​	2026		​ ​ ​	2025
Revenue	​	$	209.3	​	$	48.1
Cost of sales	​		​	​		​
Product costs	​		110.9	​		23.7
Non-cash product costs	​	​	2.7	​	​	4.2
Inventory valuation adjustments	​		0.4	​		(0.2)
Gross profit	​		95.3	​		20.4
Operating expenses:	​		​	​		​
Selling, general and administrative expenses	​		75.8	​		16.6
Transaction related expenses	​	​	19.7	​	​	4.7
Depreciation	​		1.7	​		0.4
Amortization	​		4.4	​		0.7
Total operating expenses	​		101.6	​		22.4
​	​	​	​	​	​	​
Income (loss) from operations	​		(6.3)	​		(2.0)
​	​	​	​	​	​	​
Other income (expense):	​		​	​		​
Interest expenses, net	​		(7.6)	​		(4.7)
Interest expense on finance lease liabilities - Minnesota & New York	​	​	(2.6)	​	​	(3.6)
Interest income	​	​	0.7	​	​	0.6
Bargain Purchase Gain	​		21.7	​		—
Gain (loss) on disposal of assets and debt	​		(0.6)	​		—
Gain (loss) on change in the fair value of contingent consideration	​	​	2.9	​	​	—
Derivative gain (loss)	​	​	0.1	​	​	—
Other income (expenses)	​		5.9	​		(0.4)
Other income (expenses), net	​		20.5	​		(8.1)
​	​	​	​	​	​	​
Income (loss) before income taxes	​		14.2	​		(10.1)
​	​	​	​	​	​	​
Deferred income tax recoveries (expenses)	​	​	5.7	​	​	—
Current income tax expenses	​		(20.0)	​		(4.8)
Net income (loss) and comprehensive income (loss)	​		(0.1)	​		(14.9)
Net income (loss) per share - basic and diluted	​	$	(0.00)	​	$	(0.80)
Weighted average shares used in computation of net loss per share - basic and diluted	​	​	45,086,651	​	​	18,636,580

​

​

VIREO GROWTH INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

SIX MONTHS ENDED JUNE 30, 2026 AND 2025

(Amounts Expressed in millions of United States Dollars, Unaudited and Condensed)

​	​	​	​	​	​	​
​	​	Six Months Ended June 30,
​	​ ​ ​	2026		​ ​ ​	2025
CASH FLOWS FROM OPERATING ACTIVITIES	​	​	​		​	​
Net loss	​	$	(20.4)	​	$	(21.4)
Adjustments to reconcile net loss to net cash used in operating activities:	​		​	​		​
Non-cash amortization of inventory step up included in product costs	​	​	3.0	​	​	4.2
Inventory valuation adjustments	​		0.6	​		0.2
Depreciation	​		2.8	​		0.5
Depreciation capitalized into inventory	​		7.1	​		1.4
Non-cash operating lease expense	​		5.2	​		0.5
Amortization of intangible assets	​		7.1	​		0.9
Stock-based compensation	​		14.5	​		5.5
(Gain) loss on warrants held	​	​	0.3	​	​	1.0
Deferred income tax expense (benefit)	​	​	(7.9)	​	​	—
Derivative (gain) loss	​	​	(0.2)	​	​	—
Bargain purchase gain	​	​	(21.7)	​	​	—
Interest expense	​		2.7	​		2.5
Bad debt expense	​		0.4	​		0.1
Accretion of interest on right-of-use finance lease liabilities	​		—	​		0.1
(Gain) loss on change in the fair value of contingent consideration	​	​	2.6	​	​	—
Loss (gain) on disposal of assets	​	​	0.6	​	​	—
Change in operating assets and liabilities, net of acquisitions:	​		​	​		​
Accounts receivable	​		(14.1)	​		(2.3)
Prepaid expenses	​		4.2	​		0.3
Inventory	​		(7.6)	​		1.2
Purchase of marketable securities	​	​	—	​		(1.0)
Income taxes	​	​	2.3	​	​	(1.5)
Uncertain tax position liabilities	​	​	29.8	​	​	5.4
Accounts payable and accrued liabilities	​		8.0	​		(0.3)
Changes in operating lease liabilities	​	​	(5.0)	​		(0.8)
Change in assets and liabilities held for sale	​		—	​		(4.7)
Net cash provided by (used in) operating activities	​	​	14.3	​	​	(8.2)
​	​	​	​	​	​	​
CASH FLOWS FROM INVESTING ACTIVITIES:	​		​	​		​
Purchases of property, plant, and equipment	​	​	(119.0)	​	​	(4.8)
Acquisition of Vireo Health of Rocky Mountain, net of cash paid	​	​	18.2	​	​	—
Acquisition of Eaze, net of cash paid	​	​	6.9	​	​	—
Acquisition of Hawthorne, net of cash paid	​	​	35.0	​	​	—
Acquisition of Bridgewell, net of cash paid	​	​	1.9	​	​	—
Acquisition of Wholesome, net of cash paid	​	​	—	​	​	7.0
Acquisition of Deep Roots, net of cash paid	​	​	—	​	​	19.0
Acquisition of Proper, net of cash paid	​	​	—	​	​	12.3
Investment in equity method investee	​	​	(4.9)	​	​	—
Capitalized software development costs	​	​	(0.6)	​	​	(0.3)
Proceeds from sale of assets held for sale	​	​	—	​	​	—
Deposits	​	​	0.8	​	​	(0.3)
Net cash provided by (used in) investing activities	​	​	(61.7)	​	​	32.9
​	​	​	​	​	​	​
CASH FLOWS FROM FINANCING ACTIVITIES	​	​	​	​	​	​
Proceeds from long-term debt, net of issuance costs	​	​	87.1	​	​	(0.3)
Proceeds from option exercises	​	​	—	​	​	0.1
Debt principal payments	​	​	(39.4)	​	​	(10.0)
Lease principal payments	​	​	(0.1)	​	​	—
Net cash provided by (used in) financing activities	​	​	47.6	​	​	(10.2)
​	​	​	​	​	​	​
Net change in cash	​	​	0.2	​	​	14.5
​	​	​	​	​	​	​
Cash and restricted cash, beginning of period	​	​	122.5	​	​	91.6
​	​	​	​	​	​	​
Cash and restricted cash, end of period	​	$	122.7	​	$	106.1

​

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 739.4 KB

Other Documents

• EX-101 EX-101.SCH 2.6 KB
• EX-101 EX-101.LAB 13.8 KB
• EX-101 EX-101.PRE 9.1 KB