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. agreed to acquire four Ohio cannabis businesses—FarmaceuticalRx LLC, FarmaceuticalRx2 LLC, Canoe Hill Ohio LLC, and CAOH LLC—through all‑share transactions with an expected aggregate purchase price of approximately $208 million, satisfied by about 11 million subordinate voting shares issued in three tranches.
The Ohio entities contribute eight dispensaries, a cultivation and processing facility, and related real estate, creating a vertically integrated platform in Ohio. Each deal features 50% share consideration at closing and two 25% tranches at 90 and 180 days, with later tranches priced off a floor of $17.25 per share or a 20‑day VWAP, and 10% of shares placed in 24‑month escrow. Performance‑based mechanisms allow Vireo to claw back up to 25% of consideration shares if 2027 EBITDA and margin targets are not met while the share price exceeds $31.50.
One transaction, the CAOH acquisition, is a related party transaction under MI 61‑101 because CEO John Mazarakis is a seller; he will receive 421,344 shares, increasing his holdings by about 128.5%, and recused himself from board approval. Closings are subject to customary conditions and regulatory approvals and are expected in Q4 2026.
Vireo Growth Inc. entered an Agreement and Plan of Merger to acquire all outstanding equity of Planet 13 Holdings Inc. through a stock-for-stock merger in which a Vireo subsidiary will merge into Planet 13, with Planet 13 surviving as a wholly owned subsidiary.
At closing, each Planet 13 common share will be converted into the right to receive 0.015383618 Vireo subordinate voting share, with out-of-the-money options cancelled, in-the-money options converted into Vireo options, RSUs vesting and delivering shares that receive the same consideration, and warrants adjusting to become exercisable for Vireo shares based on the exchange ratio. The deal requires Planet 13 stockholder approvals, including minority approval under Canadian securities rules, regulatory clearances including cannabis approvals, and other customary conditions. The agreement provides non-solicitation covenants with a fiduciary out, an outside date of July 26, 2027 that may be extended to October 26, 2027 for outstanding cannabis approvals, voting and lock-up agreements with key Planet 13 holders, and a $1,800,000 termination fee payable by Planet 13 in specified circumstances.
Vireo Growth Inc. agreed to acquire Planet 13 Holdings Inc. through a merger in which each Planet 13 common share (other than specified excluded shares) will be converted into the right to receive 0.015383618 of a Vireo subordinate voting share, subject to the Merger Agreement’s terms. The implied consideration reflects a 16.6% premium to Planet 13’s 20‑day volume weighted average price and a 24% premium to its closing price on July 24, 2026. Completion depends on Planet 13 stockholder approval (including a majority of disinterested votes under Multilateral Instrument 61‑101), effectiveness of a Form S‑4 registration statement, Canadian Securities Exchange approval for listing the new Vireo shares, and required cannabis regulatory approvals.
Strategically, the transaction is expected to add 36 dispensaries, three active cultivation and production assets, expansion capacity of up to 2.3 million square feet in Nevada, a distribution license, and a cannabis consumption lounge license, deepening Vireo’s positions in Nevada and Florida and supporting its Illinois platform. After completing this and previously announced acquisitions, Vireo is expected to operate approximately 265 dispensaries across 15 states, positioning it as the largest U.S. cannabis operator by dispensary count. The Merger Agreement includes a US$1,800,000 termination fee payable by Planet 13 to Vireo in specified circumstances.
Vireo Growth Inc., through subsidiary Vireo Health of Arcadia, LLC, agreed to acquire cannabis cultivation, manufacturing and retail operations from subsidiaries of The Cannabist Company across Colorado, Illinois, Massachusetts, New Jersey and West Virginia for up to US$35 million, including up to US$18.75 million in cash and up to US$16.25 million in seller financing.
The transaction, to be implemented through a Canadian court sale process tied to Cannabist’s CCAA proceedings, is expected to close market by market through 2026 and into 2027, subject to a sale approval order and extensive cannabis regulatory approvals. Vireo expects the deal to add up to 25 dispensaries, one cultivation and one production asset, bringing its pro forma retail footprint to about 230 dispensaries across 15 states and deepening its Colorado presence to eight dispensaries. The companies highlight significant regulatory, operational and integration risks, and indicate there is no assurance that all market-level closings will be completed.
Vireo Growth Inc. filed an amended report to add detailed financial statements for The Hawthorne Gardening Company and pro forma information for its recent acquisitions of Hawthorne and Eaze, Inc. This gives a clearer picture of the combined business.
Hawthorne generated $130.2 million in net sales and a $9.6 million net loss for the year ended September 30, 2025, with total assets of $111.6 million and business equity of $73.8 million. The business incurred $10.6 million in impairment, restructuring and other charges and relied on its parent for centralized services and financing.
To acquire Hawthorne, Vireo issued 213,000,000 subordinate voting shares at a deemed $0.60 per share and 80,000,000 warrants exercisable at $0.85 per share, both subject to lock-up terms. The earlier Eaze merger added a further 90,379,591 subordinate voting shares as estimated consideration. The new pro forma condensed combined financials show how these deals would have affected Vireo’s 2025 balance sheet and results under U.S. GAAP.
Vireo Growth Inc. has signed a definitive arrangement agreement to acquire C21 Investments Inc. in an all-share transaction structured as a court-approved plan of arrangement in British Columbia. Each C21 share will be exchanged for 0.023052 Vireo subordinate voting shares, subject to anti-dilution adjustments.
Closing depends on C21 shareholder approvals, court orders, cannabis and other regulatory approvals, and customary conditions, including C21 transaction expenses not exceeding $2,000,000 and limited use of dissent rights. C21 must generally pay Vireo a $3,000,000 termination fee if it accepts a superior proposal or in other specified circumstances, and either party may owe a $1,000,000 expense reimbursement fee for certain breach-related terminations. The arrangement has an outside date of May 31, 2027.
Vireo expects the acquisition of C21 to expand its Nevada presence to about 15 dispensaries and 158,000 square feet of cultivation and manufacturing capacity, adding C21’s Silver State Relief and related brands to Vireo’s existing multi-state platform.
Vireo Growth Inc. filed an amended report to add full-year 2025 financials for its newly acquired subsidiary Eaze, Inc. and pro forma results for the combined company. Eaze generated $141.1 million in 2025 sales and recorded a net loss of $24.1 million, with total assets of $101.8 million and stockholders’ equity of $18.8 million.
The amendment also provides pro forma 2025 figures as if the Eaze merger had been in place all year, showing combined revenue of $409.9 million and a net loss of $94.9 million. Vireo issued about 90.4 million subordinate voting shares, valued at an estimated $34.3 million, as closing consideration. Eaze operates cannabis cultivation, manufacturing and retail businesses in Colorado, California and Florida and is affected by U.S. tax rules such as Section 280E and evolving federal cannabis regulation, including a recent move to reclassify certain marijuana-related products to Schedule III.
Vireo Growth Inc. closed the acquisition of Agribusiness Holdings Limited Partnership, giving it indirect ownership of Bridgewell Agribusiness LLC, a supplier of organic and non-GMO food and agricultural products. The transaction used a base purchase price of US$40.0 million, with adjustments for debt and expenses resulting in a closing purchase price of about US$13.66 million.
As consideration, Vireo issued unsecured, subordinated convertible notes to the sellers with an aggregate principal of approximately US$13.66 million, bearing 3.85% annual interest and maturing in five years, convertible into an estimated 22,036,528 subordinate voting shares at a deemed price of US$0.62 per share on a pre-share consolidation basis. The company also assumed about US$30.35 million of existing indebtedness, including roughly US$22.0 million under a senior secured loan.
Vireo additionally agreed to acquire a Nevada dispensary from M3 Wellness for $500,000 (part cash, part shares) and a 49% indirect equity interest in Maryland dispensaries from HA-MD for $1.55 million, combining cash, a promissory note, and share consideration, each subject to regulatory and customary closing conditions.
Vireo Growth Inc. is implementing a 30-for-1 share consolidation of its subordinate, multiple, and super voting share classes, effective at market open on the record date of June 5, 2026. Shareholders approved a consolidation range and the board selected the 30-for-1 ratio.
After the consolidation, issued and outstanding Subordinate Voting Shares will decrease from 1,455,017,319 to approximately 48,500,577, and Multiple Voting Shares from 232,490 to approximately 7,749, with no Super Voting Shares outstanding. Each shareholder’s percentage ownership and voting power will remain effectively the same, subject to minor rounding.
No fractional shares will be issued; any fractions will be rounded down to the nearest whole share with no cash in lieu, and the exercise or conversion terms of outstanding convertible securities will be proportionately adjusted. The Subordinate Voting Shares will continue trading on the CSE as “VREO” and OTCQX as “VREOF” under new ISIN and CUSIP identifiers.
Vireo Growth Inc. has changed its independent auditor. On June 5, 2026, the Board, following the Audit Committee’s recommendation, dismissed Davidson & Company LLP as independent registered public accounting firm. Davidson’s audit reports for the years ended December 31, 2025 and 2024 contained no adverse opinions, disclaimers, or qualifications, and the company reports no disagreements or reportable events with Davidson.
On the same date, the Board approved the appointment of BDO USA, P.C. as Vireo’s new independent registered public accounting firm for the fiscal year ending December 31, 2026. A press release on June 9, 2026 framed the move as right-sizing the audit firm to support Vireo’s fast-paced M&A growth strategy in the cannabis market.