[SCHEDULE 13G] Vireo Growth Inc. SEC Filing

Rhea-AI Filing Summary

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.

Positive

• Material disclosure of >5% ownership (59,630,517 shares, 6.5%), satisfying regulatory transparency requirements
• Clear ownership chain: Roger Primm owns 100% of RP Holding, simplifying attribution of the holding
• Certification present stating securities were not acquired to change or influence control

Negative

• No sole voting or dispositive power is claimed (0 shares), which may limit unilateral influence
• Filing provides no detail on any arrangements, agreements, or other holders sharing voting power

Insights

Financial Analyst

TL;DR Filing discloses a >5% stake (6.5%) held with shared voting power, a material ownership disclosure but not an assertion of control.

The Schedule 13G shows aggregate beneficial ownership of 59,630,517 subordinate voting shares, equal to 6.5% of the class, held by RP Holding, LLC and Roger Primm. Ownership is reported as shared voting and dispositive power, with zero shares held solely. For investors, this is a material ownership disclosure required by securities rules because it exceeds the 5% threshold; however, the certification indicates the position is not intended to change or influence control. The structure—an individual owning 100% of the reporting LLC—means voting influence is consolidated but reported as shared rather than sole, which may reflect agreements or joint arrangements documented elsewhere.

Corporate Governance Expert

TL;DR Ownership exceeds the 5% reporting trigger and is disclosed as shared power; no claim of control is made.

The statement identifies Mr. Primm as sole owner of RP Holding, which in turn holds the reported shares. Reporting as shared voting and dispositive power suggests either other parties or formal arrangements affect voting designation, or the filer is following Schedule 13G classification norms. The signed certification denies acquisition for control purposes, aligning this filing with passive or non-control positions under the Exchange Act. Absent further agreements or a Schedule 13D, there is no indication here of a control campaign or targeted corporate action.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Vireo Growth Inc.

(Name of Issuer)

Subordinate Voting Shares

(Title of Class of Securities)

92767B105

(CUSIP Number)

06/06/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 92767B105

1

Names of Reporting Persons

Roger Primm

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 59,630,517.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 59,630,517.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

59,630,517.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.5 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

CUSIP No. 92767B105

1

Names of Reporting Persons

RP Holding, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

NEVADA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 59,630,517.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 59,630,517.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

59,630,517.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.5 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Vireo Growth Inc.
(b)	Address of issuer's principal executive offices: 207 South 9th Street Minneapolis, MN, 55402
Item 2.
(a)	Name of person filing: This statement is filed by (i) Roger Primm; and (ii) RP Holding, LLC ("RP"). Mr. Primm and RP are referred to collectively as the "Reporting Persons." Mr. Primm owns 100% of the ownership interests of RP.
(b)	Address or principal business office or, if none, residence: The address of Mr. Primm is 5100 Franktown Road, Washoe Valley, NV 89704. The address of RP is 5310 Kietzke Lane, Unit 101, Reno, NV 89511.
(c)	Citizenship: RP is formed under the laws of Nevada. Mr. Primm is a citizen of the United States of America.
(d)	Title of class of securities: Subordinate Voting Shares
(e)	CUSIP No.: 92767B105
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 59,630,517
(b)	Percent of class: 6.5%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 59,630,517
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 59,630,517
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Roger Primm

Signature:	/s/ Roger Primm
Name/Title:	Roger Primm
Date:	09/19/2025

RP Holding, LLC

Signature:	/s/ Roger Primm
Name/Title:	Roger Primm, Sole Manager
Date:	09/19/2025

FAQ

What stake in Vireo Growth Inc. (VREOF) is reported by Roger Primm?

The filing reports beneficial ownership of 59,630,517 shares, representing 6.5% of the subordinate voting shares.

Does Roger Primm claim control of Vireo Growth Inc. in this Schedule 13G?

No. The filing includes a certification that the securities were not acquired to change or influence control of the issuer.

How is the voting power for the reported shares described?

The shares are reported with shared voting power and shared dispositive power; sole voting and dispositive power are reported as 0.

Who is the filing entity RP Holding, LLC?

RP Holding, LLC is a Nevada-formed entity wholly owned by Roger Primm and is one of the reporting persons on the Schedule 13G.

When was the Schedule 13G signed?

The signatures for both reporting persons are dated 09/19/2025.