[Form 4] Vireo Growth Inc. Insider Trading Activity

Rhea-AI Filing Summary

Vireo Growth Inc. Chief Accounting Officer Joseph Duxbury reported compensation-related equity activity on May 15, 2026. 133,333 restricted stock units vested and were exercised into an equal number of subordinate voting shares. Of these, 40,799 shares were withheld to cover tax obligations, leaving 95,534 shares owned directly afterward. On the same date, Duxbury also received a new grant of 133,333 restricted stock units, each representing a right to one subordinate voting share.

Insider Trade Summary

133,333 shares exercised/converted

Mixed 4 txns

Insider Duxbury Joseph

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Grant/Award	Restricted stock units	133,333	$0.00	--
Exercise	Restricted stock units	133,333	$0.00	--
Exercise	Subordinate voting shares	133,333	$0.00	--
Tax Withholding	Subordinate voting shares	40,799	$0.385	$16K

Holdings After Transaction: Restricted stock units — 133,333 shares (Direct, null); Subordinate voting shares — 136,333 shares (Direct, null)

Footnotes (1)

1. Each restricted stock unit ("RSU") represents a contingent right to receive one subordinate voting share. Represents shares withheld to pay tax withholding obligations due on the date of vesting of RSUs. The RSUs fully vested on May 15, 2026.

Form 4 Insider Transactions: What Each Field Means →

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^*

Duxbury Joseph

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Accounting Officer

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
Subordinate voting shares	05/15/2026		M		133,333	A	(1)	136,333	D
Subordinate voting shares	05/15/2026		F		40,799(2)	D	$0.385	95,534	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
Restricted stock units	(1)	05/15/2026		A		133,333		(3)	(3)	Subordinate voting shares	133,333	$0	133,333	D
Restricted stock units	(1)	05/15/2026		M			133,333	(3)	(3)	Subordinate voting shares	133,333	$0	0	D

Explanation of Responses:

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

2. Represents shares withheld to pay tax withholding obligations due on the date of vesting of RSUs.

3. The RSUs fully vested on May 15, 2026.

	/s/ Nicole A. Edmonds, Attorney-in-Fact for Joseph Duxbury	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)