[Form 4] Vireo Growth Inc. Insider Trading Activity

Rhea-AI Filing Summary

Vireo Growth Inc. Chief Financial Officer Tyson Macdonald reported multiple equity transactions involving subordinate voting shares tied to restricted stock units (RSUs). On November 13, 2025 and December 17, 2025, RSUs vested and later settled on December 29, 2025, resulting in share issuances and tax withholdings, including 481,554 and 1,908,841 shares withheld for taxes on that date. The filing also corrects the vesting schedule for a prior RSU grant of 2,850,000 RSUs vesting on December 17, 2025, plus tranches of 3,325,000 RSUs each that may vest on or after December 17, 2026 and December 17, 2027 if the company’s subordinate voting shares reach 30-day volume-weighted average price targets of US$0.85 and US$1.05, subject to 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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OMB Number:			3235-0287
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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^*

Macdonald Tyson

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial 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		1,018,868	A	(1)	3,858,868	D
Subordinate Voting Shares	12/17/2025		A		2,850,000	A	(2)	6,708,868	D
Subordinate Voting Shares	12/17/2025		A		1,188,707	A	(1)	7,897,575	D
Subordinate Voting Shares	12/29/2025		F		481,554(3)	D	$0.53	7,416,021	D
Subordinate Voting Shares	12/29/2025		F		1,908,841(4)	D	$0.67	5,507,180	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			2,850,000	(2)	(2)	subordinate voting shares	2,850,000	$0	6,650,000	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: 2,850,000 RSUs on December 17, 2025; 3,325,000 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 3,325,000 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 the reporting person 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, 481,554 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, 1,908,841 subordinate voting shares were withheld for tax purposes.

	/s/ Nicole A. Edmonds, Attorney-in-Fact for Tyson Macdonald	12/30/2025
	** 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).
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