Vireo Growth Inc. (VREOF) insider details RSU-related share withholding

Rhea-AI Filing Summary

Vireo Growth Inc. director and Co-Executive Chairman Kyle E. Kingsley reported equity-related activity involving the company’s subordinate voting shares. On 12/29/2025, Form 4 shows two tax-withholding transactions coded “F” tied to previously granted Restricted Stock Units.

The filing lists 276,509 subordinate voting shares withheld at $0.60 per share and 1,425,171 shares withheld at $0.67 per share. After these transactions, Kingsley directly beneficially owned 14,206,363 shares following the first withholding and 12,781,192 shares following the second. The explanation notes that certain RSUs vested on December 14 and 17, 2025, and the underlying shares were issued and a total of 1,701,681 shares were withheld for tax purposes on December 29, 2025.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Kingsley Kyle Eugene

(Last) (First) (Middle)

C/O VIREO GROWTH INC.

207 SOUTH 9TH STREET

(Street)

MINNEAPOLIS MN 55402

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Vireo Growth Inc. [ VREOF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Co-Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
12/29/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Subordinate Voting Shares	12/29/2025(1)		F		276,509	D	$0.6	14,206,363	D
Subordinate Voting Shares	12/29/2025(1)		F		1,425,171	D	$0.67	12,781,192	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Certain Restricted Stock Units ("RSUs") held by the reporting person vested on December 14, 2025 and December 17, 2025; however, the RSUs were not settled and the subordinate voting shares underlying such RSUs were not issued to the reporting person until December 29, 2025, at which time a total of 1,701,681 subordinate voting shares were withheld for tax purposes.

	/s/ Nicole A. Edmonds, Attorney-in-Fact for Kyle E. Kingsley	12/30/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Vireo Growth Inc. (VREOF) report for Kyle E. Kingsley?

The filing reports that Kyle E. Kingsley, a director and Co-Executive Chairman of Vireo Growth Inc., had subordinate voting shares withheld in two transactions coded “F” on 12/29/2025 in connection with vested Restricted Stock Units.

How many Vireo Growth (VREOF) shares were withheld for Kyle Kingsleys taxes?

The explanation states that a total of 1,701,681 subordinate voting shares underlying vested RSUs were withheld on December 29, 2025 for tax purposes.

At what prices were Vireo Growth (VREOF) shares withheld from Kyle Kingsley?

The Form 4 shows 276,509 subordinate voting shares withheld at $0.60 per share and 1,425,171 shares withheld at $0.67 per share, both on 12/29/2025.

How many Vireo Growth (VREOF) shares does Kyle Kingsley own after the reported transactions?

After the first withholding, Kingsley beneficially owned 14,206,363 subordinate voting shares directly, and after the second, he held 12,781,192 shares directly.

What is Kyle E. Kingsleys role at Vireo Growth Inc. (VREOF)?

The filing identifies Kyle E. Kingsley as a Director and Officer, specifically serving as Co-Executive Chairman of Vireo Growth Inc.

Why were Vireo Growth (VREOF) RSU shares settled on December 29, 2025?

The explanation notes that certain RSUs vested on December 14, 2025 and December 17, 2025, but the subordinate voting shares underlying those RSUs were not issued until December 29, 2025, when shares were withheld for taxes.