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. 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.
Vireo Growth Inc. is soliciting proxies for its annual general and special meeting to be held virtually on May 29, 2026. Shareholders will vote to fix the Board size at six initially, increasing to seven conditional on closing of a proposed acquisition of Hawthorne (per a nonbinding MOU). The Board recommends election of six current nominees and the conditional election of Christopher J. Hagedorn upon closing. The meeting will also consider a share consolidation, appointment of Davidson & Company LLP as auditor, amendments to the Mazarakis employment agreement, and approval of equity awards to Mr. Mazarakis.
Key governance facts: record date is April 7, 2026, Multiple Voting Shares carry 100 votes each, and proxy delivery will follow SEC notice-and-access procedures.
Vireo Growth Inc. completed its acquisition of Eaze Inc., issuing 90,379,591 subordinate voting shares as estimated closing merger consideration based on US$47,040,000 in base consideration. Former Eaze stockholders may receive additional earnout shares after December 31, 2026, capped at the number issued at closing.
The company will grant 3,500,000 fully vested RSUs to Eaze employees and additional incentive RSUs tied to the earnout. Vireo also implemented lock-ups on Eaze stockholder shares through March 1, 2028 and closed a strategic partnership in New York, transferring 51% of Vireo Health of New York LLC to Ace Venture of NY LLC while retaining key cash-flow rights.
Separately, Vireo approved a new compensation package for CEO John Mazarakis, including a potential base salary increase to US$2,250,000, annual grants of 10,000,000 fully vested shares for five years subject to trading volume conditions, and large performance-based equity awards tied to long-term enterprise value and adjusted EBITDA goals.
Vireo Growth Inc. disclosed that, under its Asset Purchase Agreement to acquire certain PharmaCann Inc. Colorado retail assets, it has delivered 90,740,741 subordinate voting shares from treasury into escrow with Odyssey Trust Company. These shares may be released as consideration when the asset acquisition closes.
The related Management Services Agreement became effective on March 22, 2026, allowing a Vireo affiliate to manage the PharmaCann Colorado assets until closing. The company expects the acquisition to close in the second fiscal quarter of 2026, subject to regulatory approval and other conditions in the APA.
Vireo Growth Inc. disclosed that, under its Asset Purchase Agreement to acquire certain PharmaCann Inc. Colorado retail assets, it has delivered 90,740,741 subordinate voting shares from treasury into escrow with Odyssey Trust Company. These shares may be released as consideration when the asset acquisition closes.
The related Management Services Agreement became effective on March 22, 2026, allowing a Vireo affiliate to manage the PharmaCann Colorado assets until closing. The company expects the acquisition to close in the second fiscal quarter of 2026, subject to regulatory approval and other conditions in the APA.
Vireo Growth Inc. completed the acquisition of key assets from Schwazze, including 45 dispensaries across Colorado and New Mexico and two manufacturing facilities, using a credit bid of approximately $111 million of Schwazze’s 13% senior secured notes and assumption of specified liabilities. The credit bid discharged the notes at closing, and a Vireo subsidiary became majority owner of NewCo, which now holds the acquired assets.
To fund its role as lender, CO Acquisition Vehicle entered into a $26,000,000 term loan facility, with $25,000,000 initially advanced at a fixed 20.0% interest rate and a make-whole on certain prepayments through March 30, 2027. NewCo separately entered into a senior secured term loan facility with Chicago Atlantic affiliates, consisting of a Tranche A term loan of about $50 million maturing in 2031 and a Tranche B term loan of about $12.7 million maturing in 2033, both bearing fixed interest of 12.0% payable semi-annually.
The press release notes Vireo is acquiring 24 dispensaries in Colorado, 21 in New Mexico and one manufacturing facility in each state at an assumed share price of $0.661, at an implied estimated valuation of under 4x pro forma EBITDA. Vireo positions the deal as part of a strategy to build a scaled retail presence in Colorado and New Mexico that could grow to over 75 dispensaries over time, and appoints Justin Dye as chairman and Forrest Hoffmaster as CEO of the regional business.
Vireo Growth Inc. files its annual report describing a rapidly expanding, vertically integrated U.S. cannabis operator. The company is listed on the CSE and OTCQX and, as of March 17, 2026, had 1,057,131,571 Subordinate Voting Shares and 233,192 Multiple Voting Shares outstanding. Non‑affiliate equity value was about $345,970,203 as of June 30, 2025.
Vireo operates cultivation, manufacturing, wholesale, and retail across six core states, with 36 dispensaries in Maryland, Minnesota, Missouri, Nevada, New York, and Utah. It completed all‑share mergers in 2025 with Deep Roots, Proper, and Wholesome, adding cultivation, processing, and retail assets and new management teams.
The company outlines pending transactions, including a restructuring‑driven Schwazze asset deal, a $49.0 million share‑based acquisition of Colorado dispensary assets from PharmaCann, and an estimated $47.0 million share‑for‑share merger with Eaze, which would expand into California and Florida and add further Colorado stores. Vireo also details its regulatory environment, unionized workforce of 612 employees, intellectual property portfolio, and extensive federal and state cannabis legal risks.