Vireo Growth director granted RSUs and options

Vireo Growth Inc. director Victor E. Mancebo received equity-based compensation awards on May 15, 2026.

Rhea-AI Filing Summary

Vireo Growth Inc. director Victor E. Mancebo received equity-based compensation awards on May 15, 2026. He was granted 80,000 restricted stock units and a separate grant of 96,859 restricted stock units, each RSU representing a contingent right to one subordinate voting share. He also received stock options over 95,310 subordinate voting shares and another grant of options over 115,506 shares with a conversion price of $0.424 per share. According to the vesting schedules, one-third of each award vests on the grant date, one-third on March 31, 2027, and the remaining one-third on March 31, 2028. Vested RSUs settle in cash, subordinate voting shares, or a combination of both after vesting.

Insider Trade Summary

Grant/Award: 387,675 shares

Grant/Award 4 txns

Insider Mancebo Victor E.

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)

1. 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.
2. F2. Each restricted stock unit ("RSU") represents a contingent right to receive one subordinate voting share.
3. 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.
4. 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 RSUs RSU grant 2: 96,859 RSUs Option grant 1: 95,310 options +4 more

7 metrics

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

RSU grant 2 96,859 RSUs Additional RSUs granted on May 15, 2026

Option grant 1 95,310 options Stock options over subordinate voting shares, May 15, 2026

Option grant 2 115,506 options Additional stock options over subordinate voting shares

Option exercise price $0.424 per share Conversion or exercise price for option grants

RSU vesting dates Grant date, March 31 2027, March 31 2028 One-third vests on each specified date

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

Key Terms

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

5 terms

Restricted stock units financial

"Each restricted stock unit ("RSU") represents 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) with a conversion or exercise price of 0.4240."

subordinate voting shares financial

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

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.

vests financial

"One-third (1/3) of the options vest on the grant date, one-third vest on March 31, 2027 and the remaining one-third vest on March 31, 2028."

settle in cash, subordinate voting shares, or a combination of both financial

"Vested RSUs settle in cash, subordinate voting shares, or a combination of both as soon as practicable following vesting."

FAQ

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

What equity awards did Victor E. Mancebo receive from Vireo Growth (VREOF)?

Victor E. Mancebo received grants of restricted stock units and stock options tied to subordinate voting shares. The awards include RSUs and options with a defined vesting schedule and, for options, an exercise price, representing part of his director compensation.

How many restricted stock units were granted to Victor E. Mancebo at Vireo Growth?

He was granted 80,000 restricted stock units in one award and 96,859 restricted stock units in a separate award. Each RSU represents a contingent right to receive one subordinate voting share, subject to vesting conditions and subsequent settlement in cash, shares, or both.

What stock option grants did Victor E. Mancebo receive at Vireo Growth (VREOF)?

He received stock options over 95,310 subordinate voting shares and a separate grant over 115,506 subordinate voting shares. These options carry a conversion or exercise price of $0.424 per share and vest in equal annual tranches over three years from the grant date.

What is the vesting schedule for Victor E. Mancebo’s RSUs at Vireo Growth?

For each restricted stock unit grant, one-third vests on the grant date, one-third on March 31, 2027, and one-third on March 31, 2028. Once vested, the RSUs settle in cash, subordinate voting shares, or a combination of both within a specified post-vesting period.

How do the stock options granted to Victor E. Mancebo at VREOF vest?

Each stock option grant vests in equal annual tranches over a three-year period starting on the grant date. This means portions of the option award become exercisable each year, aligning his potential equity gains with ongoing service and company performance.

What does each restricted stock unit represent for Vireo Growth shareholders?

Each restricted stock unit represents a contingent right to receive one subordinate voting share. The right becomes effective only when vesting conditions are met, after which the company may settle the RSUs in cash, subordinate voting shares, or a mix of both forms of consideration.

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

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Accepted by SEC EDGAR 05/19/2026 - 04:07 PM EDT Learn about SEC filing dates

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^*

Mancebo Victor E.

(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)
			Code	V	Amount	(A) or (D)	Price

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
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 Victor Mancebo	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)