Vireo Growth Inc. (VREOF) GC reports 200,000 RSUs and share sale

Rhea-AI Filing Summary

Vireo Growth Inc. officer and GC/Corporate Secretary Sean Apfelbaum reported equity compensation activity involving subordinate voting shares. On September 30, 2025, 200,000 restricted stock units (RSUs) were reported as converted (transaction code M) into 200,000 subordinate voting shares, with each RSU representing the right to receive one share. The RSUs fully vested on that date.

The filing notes that these RSUs were not actually settled and the underlying shares were not issued until December 29, 2025. On that same date, 62,145 subordinate voting shares were withheld or disposed of (transaction code F) at a price of $0.64 per share, typically indicating shares used to cover taxes. Following these transactions, the reporting person directly beneficially owned 137,855 subordinate voting shares and held no remaining RSUs.

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^*

Apfelbaum Sean Michael

(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)
	GC and Corporate Secretary

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

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	09/30/2025		M		200,000	A	(1)	200,000	D
Subordinate Voting Shares	12/29/2025		F		62,145	D	$0.64	137,855	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)	09/30/2025		M			200,000	(2)	(2)	subordinate voting shares	200,000	$0	0	D

Explanation of Responses:

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

2. The RSUs fully vested on September 30, 2025; however, the RSUs were not settled and the subordinate voting shares underlying the RSUs were not issued to the reporting person until December 29, 2025.

	/s/ Nicole A. Edmonds, Attorney-In-Fact for Sean Apfelbaum	12/30/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Vireo Growth Inc. (VREOF) report in this Form 4?

The filing reports that officer and GC/Corporate Secretary Sean Apfelbaum converted 200,000 restricted stock units into 200,000 subordinate voting shares and disposed of 62,145 shares, leaving a remaining direct holding of 137,855 subordinate voting shares.

How many Vireo Growth (VREOF) RSUs vested and when did they vest?

200,000 restricted stock units fully vested on September 30, 2025. Each RSU represents a contingent right to receive one subordinate voting share of Vireo Growth Inc.

When were the Vireo Growth Inc. RSUs settled and shares issued to the insider?

The RSUs were fully vested on September 30, 2025, but the filing states that they were not settled and the subordinate voting shares were not issued to the reporting person until December 29, 2025.

What does the 62,145 share transaction at $0.64 mean for Vireo Growth (VREOF)?

On December 29, 2025, the insider disposed of or had withheld 62,145 subordinate voting shares at $0.64 per share, reported with transaction code F, which typically indicates shares used to satisfy tax withholding obligations related to equity awards.

How many Vireo Growth Inc. shares does the reporting person own after these transactions?

After the reported transactions, the filing shows that the reporting person directly beneficially owned 137,855 subordinate voting shares of Vireo Growth Inc.

What is the role of the reporting person at Vireo Growth Inc. (VREOF)?

The reporting person is identified as an officer of Vireo Growth Inc., serving as GC and Corporate Secretary.