Vireo Growth director granted RSUs and options

Vireo Growth Inc. director Judd Theodore Nordquist reported equity compensation awards consisting of restricted stock units and stock options tied to subordinate voting shares.

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Form Type

Rhea-AI Filing Summary

Vireo Growth Inc. director Judd Theodore Nordquist reported equity compensation awards consisting of restricted stock units and stock options tied to subordinate voting shares. On May 15, 2026, he received multiple grants that increase his potential future ownership if vesting conditions are met.

The awards include restricted stock units that each represent a contingent right to receive one subordinate voting share, plus stock options with an exercise price of $0.424 per share. Both RSUs and options vest in roughly one-third increments on the grant date, on March 31, 2027, and on March 31, 2028, with options expiring on May 14, 2036.

Insider Trade Summary

Grant/Award: 387,675 shares

Grant/Award 4 txns

Insider Nordquist Judd Theodore

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Stock options (right to buy)	115,506	$0.00	$0.00
Grant/Award	Restricted stock units	96,859	$0.00	$0.00
Grant/Award	Stock options (right to buy)	95,310	$0.00	$0.00
Grant/Award	Restricted stock units	80,000	$0.00	$0.00

Holdings After Transaction: Stock options (right to buy) — 210,816 contracts (Direct); Restricted stock units — 176,859 contracts (Direct)

Footnotes (4)

F1. Each stock option vests on the following schedule: one-third (1/3) of the options vest on the grant date, one-third (1/3) vest on March 31, 2027 and the remaining one-third (1/3) vest on March 31, 2028.
F2. Each restricted stock unit ("RSU") represents a contingent right to receive one subordinate voting share.
F3. The RSUs vest on the following schedule: one-third (1/3) of the RSUs vest on the grant date, one-third (1/3) vest on March 31, 2027 and the remaining one-third (1/3) vest on March 31, 2028. Vested RSUs settle in cash, subordinate voting shares, or a combination of both as soon as practicable (but not more than 30 days) following the date upon which the RSUs become vested.
F4. Each stock option vests in equal annual tranches over a three-year period commencing on the date of grant.

Key Figures

RSU grant 1: 80,000 units Stock options grant 1: 95,310 options RSU grant 2: 96,859 units +5 more

8 metrics

RSU grant 1 80,000 units Restricted stock units granted May 15, 2026

Stock options grant 1 95,310 options Options granted May 15, 2026 at $0.424 exercise price

RSU grant 2 96,859 units Restricted stock units granted May 15, 2026

Stock options grant 2 115,506 options Options granted May 15, 2026 at $0.424 exercise price

Option exercise price $0.424/share Exercise price for stock options granted May 15, 2026

Option expiration May 14, 2036 Expiration date for stock options granted

RSU vesting dates Grant date, Mar 31 2027, Mar 31 2028 Three-step vesting schedule for RSUs

Option vesting period 3 years Options vest in equal annual tranches over three years

Key Terms

Restricted stock units, Stock options (right to buy), Subordinate voting shares, vest, +1 more

5 terms

Restricted stock units financial

"Restricted stock units represent a contingent right to receive one subordinate voting share."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Stock options (right to buy) financial

"Stock options (right to buy) are granted with an exercise price of $0.424 per share."

Subordinate voting shares financial

"Each award is tied to subordinate voting shares of Vireo Growth Inc."

Subordinate voting shares are a type of company stock that typically carry fewer voting rights than regular shares, meaning holders have less influence over company decisions. They are often used to raise capital while allowing founders or main shareholders to retain control. For investors, understanding the difference helps assess their level of influence in company decisions and the potential risks or benefits of holding different types of shares.

vest financial

"The awards vest in one-third increments on the grant date, March 31, 2027, and March 31, 2028."

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

contingent right financial

"Each restricted stock unit represents a contingent right to receive one subordinate voting share."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity awards did Vireo Growth (VREOF) director Judd Nordquist receive?

Director Judd Nordquist received grants of restricted stock units and stock options tied to subordinate voting shares. These awards provide potential future share ownership, subject to vesting schedules and, for options, payment of the stated exercise price per share.

How many restricted stock units were granted to the VREOF director?

The director received grants of 80,000 and 96,859 restricted stock units. Each RSU represents a contingent right to receive one subordinate voting share, depending on vesting and settlement terms described in the award documentation and summarized in the Form 4 footnotes.

What stock options were granted in this Vireo Growth Form 4 filing?

The filing shows grants of 95,310 and 115,506 stock options, each exercisable for subordinate voting shares. These options carry a stated exercise price of $0.424 per share and expire on May 14, 2036, subject to the vesting schedule outlined in the footnotes.

What is the vesting schedule for the VREOF restricted stock units?

The restricted stock units vest one-third on the grant date, one-third on March 31, 2027, and the remaining one-third on March 31, 2028. Once vested, RSUs settle in cash, subordinate voting shares, or a combination, within a stated timeframe following vesting.

How do the Vireo Growth stock options for the director vest over time?

Each stock option grant vests in equal annual tranches over a three-year period beginning on the date of grant. This means portions of the options become exercisable each year, aligning the director’s potential share ownership with continued service or other conditions.

What does each restricted stock unit represent for VREOF shareholders?

Each restricted stock unit represents a contingent right to receive one subordinate voting share. Realization of this right depends on the RSU’s vesting and settlement terms, which may result in delivery of cash, shares, or both, as summarized in the Form 4 footnotes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 05/19/2026 - 04:06 PM EDT

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Nordquist Judd Theodore

(Last)

(First)

(Middle)

C/O VIREO GROWTH INC.

207 SOUTH 9TH STREET

(Street)

MINNEAPOLIS

MINNESOTA

55402

(City)

(State)

(Zip)

UNITED STATES

(Country)

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
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock options (right to buy)	$0.424	05/15/2026		A		115,506		⁽¹⁾	05/14/2036	Subordinate voting shares	115,506	$0	115,506	D
Restricted stock units	⁽²⁾	05/15/2026		A		96,859		⁽³⁾	⁽³⁾	Subordinate voting shares	96,859	$0	96,859	D
Stock options (right to buy)	$0.424	05/15/2026		A		95,310		⁽⁴⁾	05/14/2036	Subordinate voting shares	95,310	$0	95,310	D
Restricted stock units	⁽²⁾	05/15/2026		A		80,000		⁽³⁾	⁽³⁾	Subordinate voting shares	80,000	$0	80,000	D

Explanation of Responses:

1. Each stock option vests on the following schedule: one-third (1/3) of the options vest on the grant date, one-third (1/3) vest on March 31, 2027 and the remaining one-third (1/3) vest on March 31, 2028.

2. Each restricted stock unit ("RSU") represents a contingent right to receive one subordinate voting share.

3. The RSUs vest on the following schedule: one-third (1/3) of the RSUs vest on the grant date, one-third (1/3) vest on March 31, 2027 and the remaining one-third (1/3) vest on March 31, 2028. Vested RSUs settle in cash, subordinate voting shares, or a combination of both as soon as practicable (but not more than 30 days) following the date upon which the RSUs become vested.

4. Each stock option vests in equal annual tranches over a three-year period commencing on the date of grant.

	/s/ Nicole A. Edmonds, Attorney-in-Fact for Judd Nordquist	05/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR