Vireo Growth (VREOF) GC exercises 133,333 RSUs; 39,067 shares withheld for tax

Rhea-AI Filing Summary

Vireo Growth Inc. general counsel and corporate secretary Sean Michael Apfelbaum exercised and received equity awards tied to restricted stock units. He acquired 133,333 subordinate voting shares through RSU conversion and received a new grant of 133,333 RSUs, each representing one subordinate voting share. On the same date, 39,067 shares were disposed of to satisfy tax withholding obligations upon vesting, leaving him with 232,121 subordinate voting shares held directly.

Insights

Equity compensation analyst

Compensation-related RSU activity with tax withholding, not open-market trading.

Sean Michael Apfelbaum, general counsel and corporate secretary of Vireo Growth Inc., reported equity compensation movements rather than open-market trades. He exercised 133,333 restricted stock units into subordinate voting shares and also received a new grant of 133,333 RSUs.

The filing shows 39,067 subordinate voting shares were withheld to cover tax obligations tied to RSU vesting, which is described as payment of tax liability by delivering securities. After these transactions, he directly holds 232,121 subordinate voting shares, and no remaining RSUs from the exercised batch are shown.

Insider Trade Summary

133,333 shares exercised/converted

Mixed 4 txns

Insider Apfelbaum Sean Michael

Role GC and Corporate Secretary

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	39,067	$0.385	$15K

Holdings After Transaction: Restricted stock units — 133,333 shares (Direct, null); Subordinate voting shares — 271,188 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.

Key Figures

RSUs exercised: 133,333 units RSUs granted: 133,333 units Shares withheld for taxes: 39,067 shares +2 more

5 metrics

RSUs exercised 133,333 units Restricted stock units converted into subordinate voting shares on May 15, 2026

RSUs granted 133,333 units New restricted stock unit award reported on May 15, 2026

Shares withheld for taxes 39,067 shares Subordinate voting shares withheld to satisfy RSU tax obligations

Shares held after transactions 232,121 shares Direct subordinate voting share holdings following Form 4 activity

Exercise price per share (tax line) $0.3850/share Value used on 39,067-share tax-withholding disposition entry

Key Terms

Restricted stock units, Subordinate voting shares, tax withholding obligations, derivative security

4 terms

Restricted stock units financial

"Restricted stock units fully vested and were exercised into subordinate voting shares."

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.

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.

tax withholding obligations financial

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

derivative security financial

"Exercise or conversion of derivative security is the transaction code description for the RSU exercise."

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

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^*

Apfelbaum Sean Michael

(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)
	GC and Corporate Secretary

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)	271,188	D
Subordinate voting shares	05/15/2026		F		39,067(2)	D	$0.385	232,121	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 Sean Apfelbaum	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)

FAQ

What insider transactions did Vireo Growth Inc. (VREOF) report for Sean Michael Apfelbaum?

Vireo Growth reported that Sean Michael Apfelbaum exercised 133,333 restricted stock units into subordinate voting shares, received a new grant of 133,333 RSUs, and had 39,067 shares withheld to cover tax obligations related to RSU vesting on May 15, 2026.

How many Vireo Growth Inc. (VREOF) shares does Sean Michael Apfelbaum hold after these Form 4 transactions?

After the reported transactions, Sean Michael Apfelbaum directly holds 232,121 subordinate voting shares of Vireo Growth Inc. This figure reflects RSU conversions into shares and the disposition of 39,067 shares to satisfy tax withholding obligations associated with vesting RSUs on the transaction date.

Were the Vireo Growth Inc. (VREOF) Form 4 transactions open-market buys or sells?

The Form 4 shows no open-market buys or sells. Instead, Sean Michael Apfelbaum exercised 133,333 restricted stock units into subordinate voting shares and had 39,067 shares disposed of specifically to pay tax withholding obligations arising from RSU vesting, according to the transaction descriptions and footnotes.

What do the restricted stock units reported for Vireo Growth Inc. (VREOF) represent?

Each restricted stock unit reported represents a contingent right to receive one subordinate voting share of Vireo Growth Inc. The filing notes that 133,333 RSUs were exercised into shares and another 133,333 RSUs were granted, aligning RSU counts one-for-one with underlying subordinate voting shares.

How many Vireo Growth Inc. (VREOF) shares were used to cover taxes in this Form 4?

The Form 4 states that 39,067 subordinate voting shares were withheld to pay tax withholding obligations due on the date of vesting of restricted stock units. This is classified as a tax-withholding disposition rather than an open-market sale of Vireo Growth Inc. shares.