Vireo Growth Inc. (VREOF) president converts voting shares, withholds 126,666 shares for taxes

Rhea-AI Filing Summary

Vireo Growth Inc. reported insider share changes by its president, Amber Shimpa. On June 13, 2025, all of her Multiple Voting Shares were converted into 852,100 Subordinate Voting Shares, increasing her direct holdings to 1,246,631 Subordinate Voting Shares.

The filing also notes that certain Restricted Stock Units vested on December 14, 2025 and were settled on December 29, 2025, when 126,666 Subordinate Voting Shares were withheld for taxes at a price of $0.60 per share, leaving her with 1,119,965 Subordinate Voting Shares held directly.

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^*

Shimpa Amber Holly

(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)
	President

3. Date of Earliest Transaction (Month/Day/Year)
06/13/2025

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	06/13/2025		C		852,100	A	(1)	1,246,631	D
Subordinate Voting Shares	12/29/2025(2)		F		126,666	D	$0.6	1,119,965	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
Multiple Voting Shares	(1)	06/13/2025		C			8,521	(1)	(1)	Subordinate Voting Shares	852,100	$0	0	D

Explanation of Responses:

1. Each Multiple Voting Share is convertible, at the holder's election, into 100 Subordinate Voting Shares. On June 13, 2025, all Multiple Voting Shares held by the reporting person were converted into Subordinate Voting Shares.

2. Certain Restricted Stock Units ("RSUs") held by the reporting person vested on December 14, 2025; however, the RSUs were not settled and the subordinate voting shares underlying such RSUs were not issued to the reporting person until December 29, 2025, at which time 126,666 subordinate voting shares were withheld for tax purposes.

	/s/ Nicole A. Edmonds, Attorney-in-Fact for Amber Shimpa	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).
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.

FAQ

What insider transaction did Vireo Growth Inc. (VREOF) disclose?

The company disclosed that president Amber Shimpa converted all of her Multiple Voting Shares into 852,100 Subordinate Voting Shares on June 13, 2025, and later had shares withheld for taxes when RSUs were settled.

How many Vireo Growth (VREOF) Multiple Voting Shares were converted?

On June 13, 2025, 8,521 Multiple Voting Shares were converted, with each Multiple Voting Share convertible into 100 Subordinate Voting Shares, resulting in 852,100 Subordinate Voting Shares.

How many Vireo Growth (VREOF) shares does the insider hold after these transactions?

After the reported conversion and tax withholding transactions, Amber Shimpa directly holds 1,119,965 Subordinate Voting Shares of Vireo Growth Inc.

What happened with Amber Shimpa’s RSUs at Vireo Growth (VREOF)?

Certain Restricted Stock Units (RSUs) vested on December 14, 2025 and were settled on December 29, 2025, when 126,666 Subordinate Voting Shares were withheld for tax purposes.

What transaction codes were used in the Vireo Growth (VREOF) Form 4?

The Form 4 lists a code C for the conversion of Multiple Voting Shares into Subordinate Voting Shares on June 13, 2025, and a code F for tax withholding of 126,666 Subordinate Voting Shares on December 29, 2025.

At what price were Vireo Growth (VREOF) shares withheld for taxes?

The filing states that 126,666 Subordinate Voting Shares were disposed of in a tax withholding transaction at a price of $0.60 per share on December 29, 2025.