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. director Judd Theodore Nordquist reported equity compensation awards consisting of restricted stock units and stock options tied to subordinate voting shares. On May 15, 2026, he received multiple grants that increase his potential future ownership if vesting conditions are met.
The awards include restricted stock units that each represent a contingent right to receive one subordinate voting share, plus stock options with an exercise price of $0.424 per share. Both RSUs and options vest in roughly one-third increments on the grant date, on March 31, 2027, and on March 31, 2028, with options expiring on May 14, 2036.
Vireo Growth Inc. general counsel and corporate secretary Sean Michael Apfelbaum exercised and received equity awards tied to restricted stock units. He acquired 133,333 subordinate voting shares through RSU conversion and received a new grant of 133,333 RSUs, each representing one subordinate voting share. On the same date, 39,067 shares were disposed of to satisfy tax withholding obligations upon vesting, leaving him with 232,121 subordinate voting shares held directly.
Vireo Growth Inc. reported much larger operations for the quarter ended March 31, 2026, driven by multiple acquisitions and a major asset purchase. Revenue rose to $106.2M from $24.5M a year earlier, with retail sales of $89.9M and wholesale of $16.3M.
Despite a higher gross profit of $59.3M, the company posted a net loss of $20.3M, compared with a $6.5M loss in 2025, mainly due to higher operating costs, transaction expenses, stock-based pay, and income taxes. Total assets increased to $928.8M, total liabilities to $634.7M, and cash plus restricted cash to $137.8M. Vireo completed or integrated several cannabis deals (Wholesome, Proper, Deep Roots, Vireo Health of Rocky Mountain/Schwazze) and added goodwill and licenses, while assuming new long-term and high‑coupon debt and lease obligations.
Vireo Growth Inc. reported strong expansion for the quarter ended March 31, 2026, driven largely by acquisitions. GAAP revenue reached $106.2 million, up 333.5% year-over-year, while GAAP gross profit was $59.3 million with a 55.8% margin. Adjusted EBITDA rose to $32.7 million, a 30.8% margin, compared with $6.6 million a year earlier.
Despite growth, the Company recorded a net loss of $20.3 million, similar per-share loss of $0.02 but on a much larger share base. Vireo ended the quarter with $137.8 million in cash and total current assets of $258.3 million versus current liabilities of $215.8 million.
The quarter and subsequent period included major M&A activity: closing the Schwazze acquisition and PharmaCann management agreement, completing the Eaze and Hawthorne deals, and signing a definitive agreement to acquire FLUENT plus a California retail joint venture with Glass House Brands. Vireo also highlighted the U.S. Department of Justice’s move to reclassify certain cannabis products to Schedule III and is evaluating potential operational and tax impacts.
Vireo Growth Inc. plans to acquire all outstanding shares of FLUENT Corp. in an all-stock transaction under a court-approved plan of arrangement. Each FLUENT share will be exchanged for 0.0705359 of a Vireo subordinate voting share, subject to standard anti-dilution adjustments.
Vireo expects, subject to regulatory approvals, to deepen its Florida presence to approximately 74 stores and about 144,000 square feet of combined cultivation and production canopy. The deal is conditioned on FLUENT shareholder and court approvals, a US$30 million debt-for-equity equitization, limited dissent, and other regulatory and financing milestones, with closing targeted for the fourth quarter of 2026.
Vireo Growth Inc. has filed a preliminary Form S-3 prospectus to register up to 3,097,390 Subordinate Voting Shares for resale by selling securityholders. The shares were issued in connection with Convertible Note Secondary Sale and Purchase Agreements related to Schwazze notes and were issued at a deemed price of $0.54 per share. The company will not receive proceeds from resales; the Selling Securityholders will receive proceeds. Shares outstanding were 1,360,581,362 as of April 21, 2026.
Vireo Growth Inc. is calling a virtual annual general and special meeting on May 29, 2026 to seek shareholder approval for key governance and compensation items. Holders of 1,147,581,362 Subordinate Voting Shares and 232,490 Multiple Voting Shares as of April 7, 2026 may vote online.
Shareholders are asked to fix the Board size at seven, elect seven directors (including new nominee Christopher Hagedorn, tied to the Hawthorne acquisition), approve a share consolidation, appoint Davidson & Company LLP as auditor, amend CEO John Mazarakis’s employment agreement, and approve equity awards to him. The Board unanimously recommends voting “FOR” all six proposals.
Vireo Growth Inc. has completed the acquisition of The Hawthorne Gardening Company from The Scotts Miracle-Gro Company. Vireo issued 213,000,000 subordinate voting shares at a deemed price of US$0.60 and granted Warrants to purchase 80,000,000 shares at US$0.85, exercisable for five years.
Through the transaction, Vireo gained approximately US$35 million of cash, about US$58 million of net working capital, and US$20 million of inventory over two years, which together are described as contributing roughly US$110 million of cash and net working capital. The seller’s designee, Good Dog Holdings LLC, now owns about 14% of Vireo’s shares, potentially rising to about 19% if all Warrants are exercised, and its nominee, ScottsMiracle-Gro executive Chris Hagedorn, has been put forward for election to Vireo’s Board.
Vireo Growth Inc. director Michael L. Steiner filed an initial Form 3 reporting his direct ownership of 1,675,903 Subordinate Voting Shares. The filing lists this share position as a holding entry, with no reported purchases, sales, or derivative positions.