Vireo Growth (VREOF) CEO details RSU vesting, share grants and withholding

Rhea-AI Filing Summary

Vireo Growth Inc. chief executive officer and director John Mazarakis reported multiple equity compensation events involving subordinate voting shares. On November 13, 2025 and December 17, 2025, he acquired a total of 10,937,736 subordinate voting shares, primarily from restricted stock units (RSUs) that vested and settled immediately. After these transactions, he held 14,137,736 subordinate voting shares directly before tax withholdings.

On December 29, 2025, RSUs that had vested on November 13 and December 17 were settled, and 801,849 and 3,502,150 subordinate voting shares, respectively, were withheld to cover taxes. The filing also corrects a prior RSU vesting schedule, confirming 5,700,000 RSUs vest on December 17, 2025, with additional tranches of 6,650,000 RSUs vesting on or after December 17, 2026 and December 17, 2027, subject to 30-day VWAP price hurdles and continued service.

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

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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^*

Mazarakis John

(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)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/13/2025

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	11/13/2025		A		2,037,736	A	(1)	5,237,736	D
Subordinate Voting Shares	12/17/2025		A		5,700,000	A	(2)	10,937,736	D
Subordinate Voting Shares	12/17/2025		A		3,200,000	A	(1)	14,137,736	D
Subordinate Voting Shares	12/29/2025		F		801,849(3)	D	$0.53	13,335,887	D
Subordinate Voting Shares	12/29/2025		F		3,502,150(4)	D	$0.67	9,833,737	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	(2)	12/17/2025		M			5,700,000	(2)	(2)	subordinate voting shares	5,700,000	$0	13,300,000	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one subordinate voting share. Represents RSUs granted to the reporting person that vest and settle immediately.

2. The reporting person's original Form 4 filed May 13, 2025 inadvertently included an incorrect vesting schedule. The corrected vesting schedule is as follows: 5,700,000 RSUs on December 17, 2025; 6,650,000 RSUs, at any time on or after December 17, 2026, on the day immediately following the date on which the subordinate voting shares have reached a 30-day volume-weighted average price ("VWAP") that exceeds US$0.85; and 6,650,000 RSUs, at any time on or after December 17, 2027, on the day immediately following the date on which the subordinate voting shares have reached a 30-day VWAP that exceeds US$1.05 (subject to Mr. Mazarakis remaining a Service Provider on each such vesting date).

3. Certain RSUs held by the reporting person vested on November 13, 2025; however, such RSUs were not settled and the subordinate voting shares underlying such RSUs were not issued to the reporting person until December 29, 2025. As of December 29, 2025, 801,849 subordinate voting shares were withheld for tax purposes.

4. Certain RSUs held by the reporting person vested on December 17, 2025; however, such RSUs were not settled and the subordinate voting shares underlying such RSUs were not issued to the reporting person until December 29, 2025. As of December 29, 2025, 3,502,150 subordinate voting shares were withheld for tax purposes.

	/s/ Nicole A. Edmonds, Attorney-in-Fact for John Mazarakis	12/30/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Vireo Growth Inc. (VREOF) report for its CEO?

The chief executive officer, John Mazarakis, reported acquiring subordinate voting shares through restricted stock unit (RSU) vesting on November 13, 2025 and December 17, 2025. These transactions increased his direct holdings to 14,137,736 subordinate voting shares before subsequent tax withholdings on December 29, 2025.

How many Vireo Growth (VREOF) shares were withheld for taxes in this Form 4?

On December 29, 2025, 801,849 subordinate voting shares related to RSUs that vested on November 13, 2025, and 3,502,150 subordinate voting shares related to RSUs that vested on December 17, 2025, were withheld to satisfy tax obligations.

What RSU vesting schedule did Vireo Growth (VREOF) correct for its CEO?

The filing corrects an earlier vesting schedule, stating that 5,700,000 RSUs vest on December 17, 2025; 6,650,000 RSUs vest on or after December 17, 2026 once the subordinate voting shares reach a 30-day VWAP above US$0.85; and another 6,650,000 RSUs vest on or after December 17, 2027 once the 30-day VWAP exceeds US$1.05, subject to Mr. Mazarakis remaining a service provider on each vesting date.

What is the relationship of the reporting person to Vireo Growth Inc. (VREOF)?

The reporting person, John Mazarakis, is both a director and the chief executive officer of Vireo Growth Inc., as indicated by the relationship section of the filing.

How many subordinate voting shares does the Vireo Growth (VREOF) CEO own after the reported transactions?

Following the reported non-derivative share transactions, the CEO beneficially owned 9,833,737 subordinate voting shares directly as of the last reported transaction on December 29, 2025.

What type of derivative security is involved in this Vireo Growth (VREOF) Form 4?

The derivative securities are restricted stock units (RSUs). Each RSU represents a contingent right to receive one subordinate voting share, with 5,700,000 RSUs converted into 5,700,000 subordinate voting shares reported in the derivative table.