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. 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.
Vireo Growth Inc. (VREOF) announced a comprehensive settlement with Verano Holdings Corp., dismissing all outstanding litigation between the parties. The litigation began on October 21, 2022 and related to the January 31, 2022 arrangement agreement. The Company stated the value of the settlement is approximately US$10 million, consisting of the acquisition of certain real estate assets and US$1 million in cash. The Board of Directors approved the terms.
The settlement concludes a multi-year dispute and includes both cash and property components, which the Company characterizes as collectively valued at roughly US$10 million. Vireo furnished a press release as Exhibit 99.1.
Vireo Growth Inc. (VREOF) entered a restructuring support agreement to address Schwazze’s capital structure and operations. The plan contemplates a UCC Article 9 asset sale of a majority of Schwazze’s assets to a new entity (“NewCo”) that will be majority owned by Vireo, followed by a liquidation of Schwazze’s remaining assets. The collateral agent, at Vireo’s direction, may submit a credit bid using Schwazze’s 13% Senior Secured Convertible Notes due December 7, 2026, with the sale open to higher competing bids.
The agreement includes up to $62 million in financing to NewCo, a portion of which will refinance Star Bud Holders in full. If completed, obligations under the Senior Secured Notes and Star Bud Notes would be extinguished, and NewCo would become an indirect majority‑owned subsidiary of Vireo. Separately, Vireo acquired approximately 86% of Schwazze’s Senior Secured Notes, valued at about $91,000,000 (principal and accrued interest), for total consideration of about $62,000,000, paid in 114,807,815 subordinate voting shares at a deemed price of $0.54 per share. Schwazze is in default on these notes. The transactions are subject to milestones, regulatory approvals, and other closing conditions.
Vireo Growth Inc. has agreed to acquire approximately $91,000,000 of Medicine Man Technologies, Inc. d/b/a Schwazze 13% Senior Secured Convertible Notes due December 7, 2026, for total consideration of about $62,000,000.
The notes being purchased represent roughly 86% of the total outstanding notes, and Vireo will pay the noteholders in its subordinate voting shares valued at a deemed price of $0.54 per share. The transaction is expected to close by October 31, 2025, subject to approval by the Canadian Stock Exchange.
The Schwazze notes accrue interest at 13% per year, are secured by various Schwazze assets, and Schwazze is currently in default on its payment obligations under these notes. Vireo is relying on private offering exemptions under Section 4(a)(2) and Rule 506 of the Securities Act to issue the shares.
Vireo Growth Inc. Schedule 13G filed by Roger Primm and RP Holding, LLC reports shared beneficial ownership of 59,630,517 subordinate voting shares, representing 6.5% of the class. Mr. Primm, a U.S. citizen, owns 100% of RP Holding and signed the filing on behalf of both reporting persons. The reported shares are held with shared voting and dispositive power and no sole voting or dispositive power is claimed. The filing includes a certification that the holdings were not acquired to change or influence control of the issuer.
Vireo Growth Inc. Schedule 13G filed by Roger Primm and RP Holding, LLC reports shared beneficial ownership of 59,630,517 subordinate voting shares, representing 6.5% of the class. Mr. Primm, a U.S. citizen, owns 100% of RP Holding and signed the filing on behalf of both reporting persons. The reported shares are held with shared voting and dispositive power and no sole voting or dispositive power is claimed. The filing includes a certification that the holdings were not acquired to change or influence control of the issuer.