Welcome to our dedicated page for Vireo Growth SEC filings (Ticker: VREOF), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Vireo Growth Inc. (VREOF) SEC filings page on Stock Titan provides direct access to the company’s U.S. regulatory disclosures, along with AI-powered summaries that help explain complex documents. Vireo is a British Columbia corporation with principal offices in Minneapolis, Minnesota, and it files current and periodic reports as an emerging growth company under the Securities Exchange Act.
Investors researching VREOF can use this page to review Form 8-K filings that describe material events such as mergers, asset purchases, restructurings, and financing transactions. For example, Vireo has filed multiple Form 8-K reports detailing its Agreement and Plan of Merger with Eaze Inc., its Asset Purchase Agreement to acquire Colorado dispensary assets and properties from PharmaCann Inc., and its Convertible Note Secondary Sale and Purchase Agreements related to Schwazze’s 13% Senior Secured Convertible Notes. Other 8-K filings outline the restructuring support agreement with Schwazze, the outcome of a public disposition of collateral, and the planned transfer of assets to a new entity to be majority-owned by Vireo.
Additional 8-Ks cover topics such as the acquisition of additional Schwazze notes, the resolution of litigation with Verano Holdings Corp., and the release of quarterly financial results. These filings often include detailed descriptions of consideration paid in subordinate voting shares, lock-up arrangements, security interests, and conditions precedent, as well as extensive forward-looking statement disclosures and references to risk factors in the company’s Form 10-K and Form 10-Q reports.
On Stock Titan, AI-generated insights can help readers quickly identify the key terms, conditions, and implications of each filing, from unregistered sales of equity securities to restructuring milestones and regulatory approval requirements. Users can also track how Vireo reports non-GAAP metrics, capital structure changes, and major transactions over time through its SEC submissions, while the platform’s real-time updates ensure new filings from EDGAR are incorporated as they are made available.
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.
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.
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.
Vireo Growth Inc. reported that it has agreed to acquire additional 13% Senior Secured Convertible Notes of Medicine Man Technologies, Inc. d/b/a Schwazze from existing noteholders in a secondary purchase. The Notes have a value of approximately $2.6 million, including principal and accrued interest, and are being acquired for total consideration of about $1.6 million, to be paid in Vireo’s subordinate voting shares at a deemed price of $0.54 per share. Following these purchases, Vireo expects to hold roughly 89% of the total outstanding Notes, with closing targeted by December 31, 2025, subject to Canadian Stock Exchange approval.
The Schwazze Notes bear 13% annual interest, payable quarterly, and mature on December 7, 2026, with Schwazze obligated to repay principal plus accrued interest at maturity. Schwazze is currently in default on its payment obligations under the Notes, which are secured by various Schwazze assets and subsidiaries. The filing also notes that Vireo’s Chief Executive Officer, John Mazarakis, is a partner of Chicago Atlantic Group, LP, an affiliate of the collateral agent for the Notes, highlighting a related-party connection.
Vireo Growth Inc. announced that its wholly owned subsidiary, Vireo Health, Inc., has entered into an Asset Purchase Agreement to acquire assets used in certain cannabis dispensaries in Colorado from PharmaCann Inc. and its subsidiaries. The buyer will issue subordinate voting shares of Vireo Growth with a value of $49,000,000.00 as consideration and will assume certain liabilities, with potential adjustments to the share consideration based on future events.
An affiliate of Vireo Growth has also signed a Management Services Agreement to provide management services for the dispensaries until closing. The transaction includes customary representations, warranties and covenants, and is subject to key conditions, including required regulatory approvals and consent from the Colorado Department of Revenue’s Marijuana Enforcement Division. The agreement can be terminated under specified circumstances, including if closing has not occurred by June 1, 2027, or if a governmental body blocks the deal, and there is no assurance the transaction will be completed.
Vireo Growth Inc. is registering 114,807,815 subordinate voting shares for resale by existing investors who received them in a prior transaction. These shares were issued at a deemed price of $0.54 to acquire approximately $91,000,000 in principal and accrued interest of 13% senior secured convertible notes of Schwazze for total consideration of approximately $62,000,000, and all resale proceeds will go to the selling securityholders, not the company. As of September 30, 2025, Vireo Growth had 923,898,809 subordinate voting shares outstanding.
The company is a vertically integrated cannabis operator with cultivation, manufacturing, wholesale and retail operations across six U.S. states and 36 dispensaries, supported by multiple house brands. Recent activity includes acquiring WholesomeCo, Proper Holdings entities and Deep Roots Holdings, and pursuing a restructuring of Schwazze through a credit bid of approximately $111 million of senior secured notes to acquire a majority of Schwazze’s assets via a new entity.
Vireo Growth also settled litigation with Verano Holdings through a comprehensive agreement valued at approximately $10,000,000 in real property and $1,000,000 in cash. Key risks highlighted include the continued illegality of cannabis under U.S. federal law, integration and leverage challenges related to recent mergers, ongoing net losses, potential share price pressure from large resales, and industry competition and regulatory uncertainty.
Vireo Growth Inc. reports that its subsidiary Vireo Health of Colorado entered into a restructuring support agreement with Medicine Man Technologies, Inc. d/b/a Schwazze to reshape Schwazze’s operations and capital structure. The plan includes selling a majority of Schwazze’s total assets to a newly formed entity that will ultimately be majority owned by Vireo and winding down Schwazze’s remaining operations.
On November 13, 2025, a public UCC foreclosure-style asset sale was held, where the collateral agent, at Vireo’s direction, credit bid approximately $111 million principal amount of 13% Senior Secured Convertible Notes due December 7, 2026. This credit bid won the sale. Schwazze then entered into an asset purchase agreement with the new entity, under which, once regulatory approvals and other conditions are met, the transferred assets will be exchanged for the new entity’s assumption of certain specified liabilities and the discharge of the notes included in the credit bid, with equity in the new entity to be distributed to noteholders and certain other parties.
Vireo Growth Inc. has filed an S-3 to register 114,807,815 Subordinate Voting Shares for resale by existing holders. These shares were issued at a deemed price of $0.54 as consideration for purchasing approximately $91,000,000 of Schwazze 13% Senior Secured Convertible Notes (principal and accrued interest) for about $62,000,000. The company will not receive any proceeds from sales under this prospectus; all proceeds go to the selling securityholders. As of September 30, 2025, Vireo had 923,898,809 Subordinate Voting Shares outstanding. Vireo operates a vertically integrated cannabis business across six U.S. states and recently settled litigation with Verano Holdings Inc. for value of about $10,000,000 in property and cash, and led a credit bid of approximately $111,000,000 principal amount of Schwazze notes to acquire a majority of Schwazze’s assets through a new entity.
Vireo Growth Inc. reported sharply larger operations following three acquisitions completed in 2025. Q3 revenue rose to $91.7 million from $25.2 million a year ago, driven by retail sales of $76.0 million and wholesale of $15.7 million. For the first nine months, revenue reached $164.3 million versus $74.4 million last year.
Despite higher sales, the company posted a Q3 net loss of $26.3 million and a nine‑month net loss of $47.7 million. Results included $12.4 million of non‑cash product cost from inventory step‑up and a $8.6 million loss on debt extinguishment tied to refinancing. Operating expenses also increased with integration, stock‑based compensation, and amortization.
Vireo closed the Wholesome, Proper, and Deep Roots deals using all‑share consideration, lifting intangible assets and goodwill to $97.3 million. To refinance and fund the combined platform, the company entered a $120 million First Lien Term Loan and a $33 million Chicago Atlantic Term Loan, and added interest rate swaps. Cash was $97.2 million plus $20.4 million of restricted cash at quarter‑end. Total assets were $678.9 million, with long‑term debt of $131.7 million and convertible debt of $8.2 million. Certain New York, Nevada, and Massachusetts assets were classified as held for sale.
Vireo Growth Inc. furnished a press release reporting its financial results for the quarter ended September 30, 2025. The release was provided as Exhibit 99.1 under Item 2.02 and is treated as furnished, not filed, under the Exchange Act.