VREOF 10-K & 10-Q changes, risk factors and insider trading
Vireo Growth Inc. · OTC · Pharmaceutical Preparations · CIK 1771706 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “As marijuana and marijuana related activities remain illegal under U.S. federal law and, in certain state jurisdictions, we may be unable to enforce, or may face significant challenges enforcing, our contracts, including those relating to the Pending Transactions (as defined below).”
New heading “Cannabis businesses are subject to applicable anti-money laundering laws and regulations and have restricted access to banking and other financial services. Events in the banking industry may further restrict our ability to access financial services including obtaining traditional bank financing.”
New heading “U.S. state licensing regimes, collateral rules, and ownership limits could materially and adversely affect our business.”
New heading “Local regulation in U.S. states where cannabis is legal may impose additional or more restrictive requirements that could materially and adversely affect our operations.”
New heading “Regulatory uncertainty and potential enforcement by the U.S. Food and Drug Administration and other authorities with respect to hemp-derived products could materially and adversely affect our business.”
New heading “Our business could be materially adversely affected by the Continuing Appropriations, Agriculture, Legislative Branch, Military Construction and Veterans Affairs, and Extensions Act, 2026, and related federal restrictions on hemp-derived products.”
New heading “Our Pending Transactions are subject to numerous conditions, including regulatory approvals and termination rights, and may not be completed on the anticipated terms or timeline, or at all, which could adversely affect the market price of our Shares and our business, financial condition and prospects.”
New heading “The counterparties in certain of the Pending Transactions have agreed to indemnify the Company for certain damages arising from certain of the representations, warranties, covenants, and agreements of the counterparties in the Pending Transactions. However, there can be no assurance that these indemnities will be sufficient to make the Company whole for the full amount of such damages, or that such indemnifying parties’ ability to satisfy their respective indemnification obligation will not be impaired in the future.”
New heading “There can be no assurance that each or any of the Pending Transactions will not be terminated by the Company or the relevant counterparty in certain circumstances.”
New heading “The uncertainty surrounding the Pending Transactions could negatively impact Vireo's current and future operations, financial condition and prospects.”
New heading “The cannabis industry is rapidly evolving and is experiencing intense competition from licensed, unlicensed and well-capitalized market participants offering alternative competitive products and could also be further bolstered by state law regimes.”
New heading “Public opinion, consumer perception, and adverse publicity regarding cannabis and our products may negatively affect demand for our products, the adoption of cannabis laws, and our business.”
New heading “Our business depends on maintaining strong brand recognition and reputation in an industry heavily influenced by volatile public opinion and consumer perceptions of cannabis.”
New heading “We rely on management agreements with third-party license holders, which exposes us to significant regulatory, operational, and counterparty risks.”
New heading “We are subject to risks inherent in agricultural operations and are dependent on key inputs, suppliers, and skilled labor for the cultivation, extraction, and production of cannabis products.”
New heading “Our cannabis cultivation and production activities require substantial energy consumption and increases or volatility in energy costs could adversely affect our business, financial condition and results of operations.”
New heading “We are at times subject to HIPAA and other healthcare privacy and data security laws in connection with our collection, use and storage of medical information, and any failure to comply with these laws or to adequately safeguard protected health information could subject us to significant penalties, litigation, and reputational harm.”
New heading “Competition for highly skilled employees is intense, and we may not be able to attract and retain the highly skilled employees needed to support our business.”
New heading “We are subject to significant product liability, health and safety and misuse-related risks in connection with our cannabis products, which could result in substantial costs, regulatory action, reputational harm and other adverse consequences.”
New heading “We may be subject to heightened scrutiny by United States and Canadian authorities, which could ultimately lead to the market for our Subordinate Voting Shares becoming highly illiquid and our shareholders having limited or no ability to effect trades in Subordinate Voting Shares.”
New heading “As an “emerging growth company,” we have reduced disclosure requirements that may make our Subordinate Voting Shares less attractive to investors but once we lose emerging growth company status, we will be subject to increased disclosure, internal control and compliance requirements, which could increase our costs and adversely affect our financial condition and results of operations.”
New heading “Volatility and limited liquidity in the market for our Subordinate Voting Shares may undermine investor confidence, depress our valuation and impair our ability to raise capital.”
New heading “Our Chief Executive Officer’s significant influence over us as both a major shareholder and an affiliate of our principal lending sources creates substantial actual and potential conflicts of interest and permits him, directly and indirectly, to exercise effective control over our Company, which could adversely affect our business and the value of our Subordinate Voting Shares.”
New heading “The Pending Transactions and the issuance of subordinate voting shares as consideration (including earn-out shares as applicable) will dilute existing shareholders voting interests and may not provide benefits commensurate with the dilution, potentially adversely affecting the trading price of our subordinate voting shares.”
New heading “Our substantial shareholders can be subject to extensive governmental regulation and, if such shareholder is found unsuitable by one of our licensing authorities, that shareholder would not be able to beneficially own our securities. Our substantial shareholders may also be required to provide information that is requested by licensing authorities and we have the right, under certain circumstances, to redeem a shareholder’s securities; we may be forced to use our cash or incur debt to fund such redemption of our securities.”
New heading “Risks Related to Our Indebtedness and Lending Arrangements”
New heading “Our substantial secured indebtedness could materially adversely affect our financial condition, limit our operational flexibility and reduce the value of our equity.”
New heading “Our credit facilities are secured by substantially all our assets, and a default could result in foreclosure, acceleration of indebtedness and loss of control over key assets.”
New heading “Interest rate fluctuations on our variable-rate indebtedness could increase our debt service obligations, reduce our cash flow and adversely affect our financial condition and results of operations.”
New heading “Cannabis products are subject to substantial taxation, and any increases in cannabis-related taxes or adverse tax policy changes could have a material adverse impact on our sales, profitability, and overall business.”
Removed heading “We may be subject to action by the U.S. federal government through various government agencies for participation in the cannabis industry.”
Removed heading “U.S. state and local regulation of cannabis is uncertain and changing. New state or local laws may be enacted which affect our product offerings or manufacturing processes.”
Removed heading “State regulatory agencies may require us to post bonds or significant fees.”
Removed heading “We may be subject to heightened scrutiny by United States and Canadian authorities, which could ultimately lead to the market for Subordinate Voting Shares becoming highly illiquid and our shareholders having no ability to effect trades in Subordinate Voting Shares in Canada.”
Removed heading “We are involved in litigation with Verano, the outcome of which is uncertain.”
Removed heading “We may face state limitations on ownership of cannabis licenses and may be required to divest certain licenses or entities that hold such license in order to comply with applicable regulations.”
Removed heading “We may become subject to FDA and/or ATF regulation.”
Removed heading “Cannabis businesses are subject to applicable anti-money laundering laws and regulations and have restricted access to banking and other financial services. Recent events in the banking industry may further restrict our ability to access financial services including obtaining traditional bank financing.”
Removed heading “Because our contracts involve marijuana and related activities, which are not legal under U.S. federal law, we may face difficulties in enforcing our contracts, including the Merger Agreements.”
Removed heading “We may not be able to secure our payment and other contractual rights with liens on the inventory or licenses of our clients and contracting parties under applicable state laws.”
Removed heading “Because marijuana is illegal under U.S. federal law, marijuana businesses may be subject to civil asset forfeiture.”
Removed heading “We may be subject to constraints on and differences in marketing our products under varying state laws.”
Removed heading “The results of future clinical research may be unfavorable to cannabis, which may have a material, adverse effect on the demand for our products.”
Removed heading “Inconsistent public opinion and perception of the medical and adult-use marijuana industry hinders market growth and state adoption.”
Removed heading “Investors in the Company who are not U.S. citizens may be denied entry into the United States.”
Removed heading “If our operations are found to be in violation of applicable money laundering legislation and our revenues are viewed as proceeds of crime, we may be unable to effect distributions or repatriate funds to Canada.”
Removed heading “There can be no assurance that all of the conditions precedent to closing of each, or any of, the Mergers will be satisfied.”
Removed heading “The required regulatory approvals may not be obtained or, if obtained, may not be obtained on a favorable basis.”
Removed heading “There can be no assurance that each or any of the Merger Agreements will not be terminated by the Company or the applicable target in certain circumstances.”
Removed heading “The uncertainty surrounding the Mergers could negatively impact Vireo's current and future operations, financial condition and prospects.”
Removed heading “The Mergers will cause dilution to the combined company, which may negatively affect the market price of subordinate voting shares of the combined company.”
Removed heading “The fairness opinion obtained by the Board from Moelis & Company LLC will not reflect changes, circumstances, developments or events that have occurred or may occur after the date of the opinion, including the fact that certain of the Mergers may not be consummated.”
Removed heading “Our subsidiaries may not be able to obtain necessary permits and authorizations.”
Removed heading “Disparate state-by-state regulatory landscapes and the constraints related to holding cannabis licenses in various states results in operational and legal structures for realizing the benefit from cannabis licenses that could result in materially detrimental consequences to us.”
Removed heading “Our senior secured credit facility contains covenant restrictions that may limit our ability to operate our business.”
Removed heading “Servicing our debt will require a significant amount of cash, and we may not have sufficient cash flow from our business to pay our substantial debt.”
Removed heading “The nature of the medical and adult-use cannabis industry may result in unconventional due diligence processes and acquisition terms that could have unknown and materially detrimental consequences to us.”
Removed heading “Our assets may be purchased with limited representations and warranties from the sellers of those assets.”
Removed heading “Lending by us to third parties may be unsecured, subordinate in interest or backed by unrealizable license assets.”
Removed heading “We face risks related to the novelty of the cannabis industry, and the resulting lack of information regarding comparable companies, unanticipated expenses, difficulties and delays, and the offering of new products and services in an untested market.”
Removed heading “We are dependent on the popularity and acceptance of our brand portfolio.”
Removed heading “Our business is subject to the risks inherent in agricultural operations.”
Removed heading “We may face potential enforcement actions if we fail to comply with applicable laws.”
Removed heading “We are dependent on key inputs, suppliers and skilled labor for the cultivation, extraction, and production of cannabis products.”
Removed heading “Our cannabis growing operations consume considerable energy, which makes us vulnerable to rising energy costs. Accordingly, rising or volatile energy costs may adversely affect our business and our ability to operate profitably.”
Removed heading “Our Chief Executive Officer presently has control over key decision making as a result of his control of a majority of our voting stock and exercises significant voting power.”
Removed heading “Our inability to attract and retain key personnel could materially, adversely affect our business.”
Removed heading “Our sales are difficult to forecast due to limited and unreliable market data.”
Removed heading “We are currently involved in litigation, and there may be additional litigation in which we will be involved in the future.”
Removed heading “We face an inherent risk of product liability claims as a manufacturer, processor and producer of products that are intended to be ingested by people.”
Removed heading “We may face unfavorable publicity or consumer perception of the safety, efficacy, and quality of our cannabis products as a result of research, investigations, litigation and publicity.”
Removed heading “We face intense competition in a new and rapidly growing industry by other licensed companies with more experience and financial resources than we have and by unlicensed, unregulated participants.”
Removed heading “There are risks associated with consolidation of the industry by well-capitalized entrants developing large-scale operations.”
Removed heading “Synthetic products from the pharmaceutical industry may compete with cannabis products.”
Removed heading “Our past performance may not be indicative of our future results.”
Removed heading “A return on our securities is not guaranteed.”
Removed heading “The market price for the Subordinate Voting Shares may continue to be volatile.”
Removed heading “A further decline in the price or trading volume of the Subordinate Voting Shares could affect our ability to raise further capital and adversely impact our ability to continue operations.”
Removed heading “If securities or industry analysts do not publish or cease publishing research or reports or publish misleading, inaccurate, or unfavorable research about us, our business or our market, our share price and trading volume could decline.”
Removed heading “An investor may face liquidity risks with an investment in our Subordinate Voting Shares.”
Removed heading “We are an “emerging growth company” as defined in the JOBS Act and our election to delay adoption of new or revised accounting standards applicable to public companies may result in our financial statements not being comparable to those of some other public companies. As a result of this and other reduced disclosure requirements applicable to emerging growth companies, the Subordinate Voting Shares may be less attractive to investors.”
Removed heading “Our shareholders are subject to extensive governmental regulation and, if a shareholder is found unsuitable by one of our licensing authorities, that shareholder would not be able to beneficially own our securities. Our shareholders may also be required to provide information that is requested by licensing authorities and we have the right, under certain circumstances, to redeem a shareholder’s securities; we may be forced to use our cash or incur debt to fund such redemption of our securities.”
Largest changes
“Any actual or alleged product-related injury, illness, contamination, defect, misuse, abuse or failure to warn could result in a wide range of claims and proceedings against us, including product liability actions (based on negligence, strict liability, warranty or other theories), consumer fraud or deceptive practices claims, false advertising claims, medical monitoring claims, class actions or multi-party proceedings, as well as civil, administrative or regulatory actions. …”see in full comparison
“Compliance with HIPAA and related state medical privacy laws is complex and costly, particularly given the evolving regulatory landscape applicable to cannabis businesses and the sensitive nature of the medical information we handle. We rely on information technology systems, third-party service providers, cloud-based platforms and other vendors to process and store PHI. Any failure by us or our vendors to adequately safeguard PHI from unauthorized access, ransomware attacks, phishing schemes, insider misuse, or other cybersecurity incidents could result in a reportable data breach. …”see in full comparison
“If we are unable to generate sufficient cash flow to meet increased interest and principal payment obligations, we may be forced to curtail or reduce expenditures, seek additional debt or equity financing on unfavorable terms, or pursue other alternatives, any of which could have a material adverse effect on our business, financial condition, and results of operations. …”see in full comparison
“We are exposed to the risk that any of our employees, independent contractors and consultants could engage in fraudulent or other illegal activity. Misconduct by these parties could include intentional, reckless and/or negligent conduct or disclosure of unauthorized activities to us that violates one or more of the following: (i) government regulations; (ii) manufacturing standards; (iii) federal or state privacy laws and regulations; (iv) laws that require the true, complete, and accurate reporting of financial information or data; or (v) other laws or regulations. …”see in full comparison
“We are exposed to the risk that any of our employees, independent contractors and consultants may engage in fraudulent or other illegal activity. Misconduct by these parties could include intentional, reckless and/or negligent conduct or disclosure of unauthorized activities to us that violates one or more of the following: (i) government regulations; (ii) manufacturing standards; (iii) federal or state privacy laws and regulations; (iv) laws that require the true, complete, and accurate reporting of financial information or data; or (v) other laws or regulations. …”see in full comparison
“The FDA has issued warning letters and taken other enforcement actions against companies marketing hemp-derived products that, in the FDA’s view, are unlawfully marketed as conventional foods, dietary supplements, or unapproved drugs, or that are otherwise misbranded or adulterated under the FD&C Act. …”see in full comparison
Full comparison: every changed paragraph (368)
In addition to the other information contained in this report, including the information contained in “Cautionary Statement Regarding Forward-Looking Statements,” investors in our securities should carefully consider the factors discussed below. An investment in our securities involves risks. The factors below, among others, could materially and adversely affect our business, financial condition, results of operations, liquidity or capital position, or cause our results to differ materially from our historical results or the results expressed in or implied by our forward-looking statements. Additionally, investors should not interpret the disclosure of a risk to imply that the risk has not already materialized.
Investing in our securities involves risks. In addition to the other information set forth in this Annual Report on Form 10-K, including the information addressed under “Cautionary Statement Regarding Forward Looking Statements,” investors in the Company’s securities should carefully consider the risks described in this section before deciding to invest in our securities. The following discussion highlights the risks that we believe are material to the Company, but the following discussion does not necessarily include all risks that we may face, and an investor in the Company’s securities should not interpret the disclosure of a risk in the following discussion to state or imply that the risk has not already materialized. If any of these risks occur, our business, financial condition, and results of operations could be materially and adversely affected. In such case, the trading price of our securities would likely decline, and you may lose all or part of your investment.
Set forth belowBelow is a condensed, bullet-point summary of the principalrisk risks we face:factors
●Marijuana remains illegal under U.S. federal law.
●U.S. state and local regulation of cannabis is uncertain and changing. New state or local laws may be enacted which affect our product offerings or manufacturing processes.
●We are involved in litigation with Verano, the outcome of which is uncertain.
●Cannabis businesses are subject to applicable anti-money laundering laws and regulations and have restricted access to banking and other financial services. Recent events in the banking industry may further restrict our ability to access financial services including obtaining traditional bank financing.
●We operate in a highly regulated sector and may not always succeed in complying fully with applicable regulatory requirements in all jurisdictions where we carry on business.
●Investors in the Company who are not U.S. citizens may be denied entry into the United States.
●There can be no assurance that all of the conditions precedent to closing of each, or any of, the Merger Agreements will be satisfied.
●The required regulatory approvals may not be obtained or, if obtained, may not be obtained on a favorable basis.
●There can be no assurance that each or any of the Merger Agreements will not be terminated by the Company or the applicable target in certain circumstances.
●The uncertainty surrounding the Mergers could negatively impact Vireo's current and future operations, financial condition and prospects.
●The Company and the Merger targets may not integrate successfully.
●It may be challenging for the resulting Company after completion of the Mergers to service the additional indebtedness incurred.
●The Company’s shareholders will have a reduced ownership and voting interest in, and will exercise less influence over the management of, a combined company following the completion of the Mergers as compared to their current ownership and voting interests.We intend to issue subordinate voting shares as consideration in the Merger Transactions, which may dilute your interest in our shares and affect the trading price of our subordinate voting shares.
●Our shareholders may not realize a benefit from the Mergers commensurate with the ownership dilution they will experience in connection with the Mergers.
●The Mergers will cause dilution to the combined company, which may negatively affect the market price of subordinate voting shares of the combined company.
●The stockholders of Deep Roots, the stockholders of Wholesome, and Proper and the Proper equityholders and other subsequent recipients of subordinate voting shares from Proper pursuant to the Proper Merger Agreement, have agreed or will agree to indemnify the Company for certain damages arising from certain of the representations, warranties, covenants, and agreements of Deep Roots, Wholesome, and Proper, respectively, in each case as set forth in the Merger Agreements. However, there can be no assurance that these indemnities will be sufficient to make the Company whole for the full amount of such damages, or that such indemnifying parties’ ability to satisfy their respective indemnification obligation will not be impaired in the future.
●If the Mergers do not close, the Company will not benefit from the expenses incurred in their pursuit.
●The Company’s ability to use net operating loss carryforwards and other tax attributes may be limited as a result of the Mergers, if approved and effected.
●We incurred net losses in fiscal years 2024 and 2023, and cannot provide assurance as to when or if we will become profitable and generate cash in our operating activities.
●We anticipate requiring additional financing to operate our business and we may face difficulties acquiring additional financing on terms acceptable to us or at all.
●Our senior secured credit facility contains covenant restrictions that may limit our ability to operate our business.
●Servicing our debt will require a significant amount of cash, and we may not have sufficient cash flow from our business to pay our substantial debt.
●We face security risks related to our physical facilities and cash transfers due to the mostly cash nature of the cannabis industry.
●Our business is subject to the risks inherent in agricultural operations.
●We face risks related to our information technology systems, including potential cyber-attacks and security and privacy breaches.
●Our reputation and ability to do business may be negatively impacted by our suppliers’ inability to produce and ship products.
●We are dependent on key inputs, suppliers and skilled labor for the cultivation, extraction, and production of cannabis products.
●Our inability to attract and retain key personnel could materially, adversely affect our business.
●We face an inherent risk of product liability claims as a manufacturer, processor and producer of products that are intended to be ingested by people.
●Our intellectual property may be difficult to protect.
●We face intense competition in a new and rapidly growing industry by other licensed companies with more experience and financial resources than we have and by unlicensed, unregulated participants.
●There are risks associated with consolidation of the industry by well-capitalized entrants developing large-scale operations.
●Our internal controls over financial reporting may not be effective, and our independent auditors may not be able to certify as to their effectiveness, which could have a significant and adverse effect on our business.
●The elimination of monetary liability against our directors, officers, and employees under British Columbia law and the existence of indemnification rights for our obligations to our directors, officers, and employees may result in substantial expenditures by us and may discourage lawsuits against our directors, officers, and employees.
●There is doubt as to the ability to enforce judgments in Canada or under Canadian law against U.S. subsidiaries, assets, and experts.
●Additional issuances of Subordinate Voting Shares, or securities convertible into Subordinate Voting Shares, may result in dilution.
●The market price for the Subordinate Voting Shares may continue to be volatile.
●An investor may face liquidity risks with an investment in our Subordinate Voting Shares.
●We do not intend to pay dividends on our Subordinate Voting Shares and, consequently, the ability of investors to achieve a return on their investment will depend entirely on appreciation in the price of our Subordinate Voting Shares.
●We are subject to Canadian and United States tax on our worldwide income.
●Changes in tax laws may affect the Company and holders of Subordinate Voting Shares.
The following are certain risk factors relating to our business. These risks and uncertainties are not the only onesthe Company faces. Additional risks and uncertainties not presently known to us, or currently deemed immaterial by us, may also impair our operations. If any such risks occur, our shareholders could lose all or part of their investment and our business, financial condition, liquidity, results of operations, and prospects could be materially, adversely affected and our ability to implement our growth plans could be adversely affected. Our shareholders should carefully evaluate the following risk factors associated with the Subordinate Voting Shares.
Marijuana remains illegal under U.S. federal law.law, exposing us significant risk including possible enforcement actions.
The cannabis trade is illegal under U.S. federal law. In those states in which the use of cannabis has been legalized, its use remains a violation of federal law pursuant to the Controlled Substances Act (“CSA”). Cannabis is presently classified as a Schedule I controlled substance under the CSA, and as a result, the manufacture, distribution, dispensation, and possession of medical and adult-use cannabis is generally illegal under U.S. federal law. In August 2023, the U.S. Department of Health and Human Services (“HHS”) made a recommendation to the Drug Enforcement Agency (“DEA”) to reschedule cannabis as a Schedule III drug. In May 2024, the DEA, in turn, issued a Notice of Proposed Rulemaking (“NPRM”) to reschedule cannabis to Schedule III under the CSA. Following NPRM, the DEA received thousands of comments, and as of this filing, an administrative hearing on the rulemaking remains pending. In December 2025, President Trump issued an executive order directing the U.S. Department of Justice (“DOJ”) to move forward with rescheduling cannabis as quickly as possible, consistent with federal law. If the DEA successfully reschedules cannabis, there may be new regulatory compliance obligations placed upon cannabis operators in the U.S. Under the Federal Food, Drug, and Cosmetic Act (“FD&C Act”), Schedule III cannabis and cannabis-derived products bearing health claims (e.g., under a medical marijuana state regime) would be treated as a “new drug” requiring approval by the U.S. Food and Drug Administration (“FDA”) before they could be dispensed—by prescription only. The FDA can also enforce against cannabis products unlawfully marketed as conventional foods or dietary supplements or that are otherwise misbranded or adulterated under the FD&C Act.
Even if cannabis is rescheduled to Schedule III under the CSA, the current state-legal medical and adult-use cannabis business activities would remain illegal under U.S. federal law at the outset. Rescheduling would allow a potential pathway for federally legal medical cannabis, although this would require approval by the FDA of cannabis and cannabis-derived products, as well as alignment of state regimes with federal requirements. Therefore, there is a risk that federal authorities through, among others, the DOJ, its sub-agency the DEA, and the U.S. Internal Revenue Service (“IRS”), may enforce federal law. This enforcement could entail active investigations, auditing, and shutting down cannabis growing facilities, processors, and retailers. If any such action occurs, we may be deemed to be producing, cultivating or dispensing cannabis and drug paraphernalia in violation of federal law. Since federal law criminalizing the cultivation, production, extraction, distribution, transportation, possession or use of marijuana applies despite state laws that legalize such actions, enforcement of federal law regarding marijuana is a significant risk and would greatly harm our business, prospects, revenue, results of operation and financial condition. There can be no assurances that the federal government will not seek to enforce the applicable laws against us. The consequences of such enforcement would be materially adverse to us and our business—including to our reputation, profitability, and the market price of our securities—and have the potential to result in the forfeiture or seizure of all or substantially all our assets.
It is also possible the DOJ or an aggressive federal prosecutor could allege the Company, and members of our Board, our executive officers and, potentially, our shareholders, “aided and abetted” violations of federal law by providing finances and services to our portfolio cannabis companies. Under these circumstances, federal prosecutors could seek to seize assets, and to recover the “illicit profits” previously distributed to shareholders resulting from any of our financing or services. In these circumstances, the Company’s operations would cease, shareholders may lose their entire investments and directors, officers and/or shareholders may be left to defend any criminal charges against them at their own expense and, if convicted, be sent to federal prison. There can be no assurance as to the position the current or future administration or federal authorities may take on cannabis, and any administration could decide to enforce federal laws against state-regulated cannabis companies at any time.
Our activities are, and will continue to be, subject to evolving regulation by governmental authorities. The legality of the production, cultivation, extraction, distribution, transportation and use of cannabis differs among states in the United States. Marijuana remains a Schedule I drug under the Controlled Substances Act, making it illegal under federal law in the United States to, among other things, cultivate, distribute, use or possess cannabis in the United States. In those states in which the cultivation, production, extraction, distribution, transportation, possession or use of marijuana has been legalized, these actions continue to be a violation of federal law pursuant to the Controlled Substances Act. Due to the current regulatory environment in the United States, new risks may emerge; management may not be able to predict all such risks.
Since federal law criminalizing the cultivation, production, extraction, distribution, transportation, possession or use of marijuana pre-empts state laws that legalize such actions, enforcement of federal law regarding marijuana is a significant risk and would greatly harm our business, prospects, revenue, results of operation and financial condition. Any proceedings brought against Vireo under federal law may materially, adversely affect our operations and financial performance.
Due to the conflicting views between state legislatures and the federal government regarding cannabis, cannabis businesses are subject to inconsistent laws and regulations. There can be no assurance that the federal government will not enforce federal laws relating to marijuana and seek to prosecute cases involving marijuana businesses that are otherwise compliant with state laws in the future.
For discussion on the differences between federal- and state-level law, treatment, enforcement and other matters, See “Item 1. Business — Regulation of Cannabis in the United States”, generally and “— U.S. Department of Justice and Attorney General Memorandums” thereunder for discussion on guidance for enforcement agencies and the DOJ with respect to cannabis.
We may be subject to action by the U.S. federal government through various government agencies for participation in the cannabis industry.
Cultivation, processing, production, distribution, possession and sale of cannabis for any purpose, medical, adult use or otherwise, remains illegal under U.S. federal law. The U.S. federal government, through, among others, the DOJ, its sub-agency the Drug Enforcement Administration (“DEA”) and the U.S. Internal Revenue Service (“IRS”), has the right to actively investigate, audit and shut down cannabis growing facilities, processors, and retailers. The U.S. federal government may also attempt to seize our property. Any action taken by the DOJ, the DEA and/or the IRS to interfere with, seize or shut down our operations will have an adverse effect on our business, prospects, revenue, results of operation and financial condition.
We could face:
If aggressive prosecutorial measures and laid against the Company, our operations would cease, shareholders may lose their entire investments and directors, officers and/or shareholders may be left to defend any criminal charges against them at their own expense and, if convicted, be sent to federal prison.
Additionally, there can be no assurance as to the position the current or any new federal administration may take on marijuana. Any enforcement of current federal marijuana laws could cause significant financial damage to the Company and our shareholders. Further, future presidential administrations may choose to treat marijuana differently and potentially enforce the federal laws more aggressively.
Violations of any federal laws and regulations could result in significant fines, penalties, administrative sanctions, convictions,convictions or settlements arising from civil proceedings conducted by either the federal government or private citizens, or criminal charges, including, but not limited to, disgorgement of profits, cessation of business activities or divestiture. These results could have a material,material adverse effect on theus, Company,including, includingbut not limited to, our reputation and ability to conduct business, our holding (directly or indirectly) of state-issued cannabis licenses in the United States, the listing of our securities on various stock exchanges, our financial position, operating results, profitability or liquidity or the market price of our Subordinate Voting Shares. In addition, it is difficult to estimate the time or resources that would be needed for the investigation or final resolution of any such matters because: (i) the time and resources that may be needed depend on the nature and extent of any information requested by the authorities involved;involved, and (ii) such time or resources could be substantial.
For discussion on the differences between federal- and state-level law, treatment, enforcement and other matters, See “Item 1. Business — Regulation of Cannabis in the United States”, generally and “— U.S. Department of Justice and Attorney General MemorandumsMemoranda” thereunder for discussion on guidance for enforcement agencies and the DOJ with respect to cannabis.
Management's Discussion & Analysis (MD&A)
New heading “Year ended December 31, 2025 Compared to the Year Ended December 31, 2024”
New heading “Total Other Expense”
New heading “Long-Term Debt Arising from the Mergers”
New heading “First Lien Term Loan and Chicago Atlantic Term Loan”
Removed heading “Year ended December 31, 2023 Compared to the Year Ended December 31, 2022”
Removed heading “Total Other Income (Expense)”
Removed heading “Credit Facility”
Largest changes
“The First Lien Term Loan provides for an aggregate principal amount of $120,000,000. The aggregate principal amount of the First Lien Term Loan amortizes in quarterly installments of $3,000,000. The Company will make such quarterly amortization payments commencing on December 31, 2025 and on the last business day of each quarter thereafter through and including July 3, 2028. Upon maturity of the First Lien Term Loan on July 31, 2028, the remaining outstanding principal amount of the First Lien Term Loan, and all accrued and unpaid interest thereon, will be due and payable in full. …”see in full comparison
“On December 31, 2024, Vireo Minnesota closed on a $15,000,000 principal amount loan with Stearns Bank National Association (the “Commercial Loan”), with the Company and Vireo Health, Inc., a wholly-owned subsidiary of the Company, as guarantors. The Commercial Loan has a term of 24 months and carries a fixed annual interest rate of 9.25%, payable monthly with interest-only payments through the initial 12 months, followed by monthly principal and interest payments based on a 240-month amortization schedule for the remaining term of the Commercial Loan. …”see in full comparison
“On December 27, 2024, Vireo Health of Minnesota, LLC (“Vireo Minnesota”), a wholly-owned subsidiary of the Company entered into a secured credit agreement among Vireo Minnesota as Borrower, the Company and various affiliated entities as Guarantors (as defined therein), Chicago Atlantic Lincoln, LLC, the lender party thereto and Chicago Atlantic Admin, LLC, as Administrative Agent and Collateral Agent. The executed secured credit agreement with the Agent allows for the issuance of certain loans of up to an aggregate principal amount of $11,500,000. …”see in full comparison
“Year ended December 31, 2025 Compared to the Year Ended December 31, 2024”see in full comparison
“Year ended December 31, 2023 Compared to the Year Ended December 31, 2022”see in full comparison
“On March 31, 2023, the Company executed a fifth amendment to its Credit Facility with its senior secured lender, Chicago Atlantic Admin, LLC (the "Agent"), an affiliate of Green Ivy Capital, and a group of lenders. The amended credit facility extends the maturity date on its Delayed Draw Loans to April 30, 2024, through the issuance of 15,000,000 Subordinate Voting Shares in lieu of a cash extension fee. These 15,000,000 shares were valued at $1,407,903 using a fair value per share of $0.094 and considered a deferred financing cost. …”see in full comparison
Full comparison: every changed paragraph (75)
Vireo Growth is a cannabis company whose mission is to provide safe access, quality products and value to its customers while supporting its local communities through active participation and restorative justice programs. The Company is evolving with the industry and is in the midst of a transformation to being significantly more customer-centric across its operations, which include cultivation, manufacturing, wholesale and retail business lines. With our core operations strategically located in threesix limited-license markets through our state-licensed subsidiaries, we cultivate and manufacture cannabis products and distribute these products through our growing network of Green Goods® and other retail dispensaries we own or operate as well as to third-party dispensaries in the markets in which our subsidiaries hold operating licenses.
During the year ended December 31, 2025, the Company had licenses and operated in six states, consisting of Maryland, Minnesota, Missouri, Nevada, New York, and Utah. As of March 17, 2026, we retail cannabis products in 36 dispensaries located across Maryland (2), Minnesota (8), Missouri (11), Nevada (10), New York (4), and Utah (1) and wholesales cannabis products, through third-party companies, in Maryland, Minnesota, Missouri, Nevada, New York, and Utah.
During the year ended December 31, 2024, the Company had operating revenue in three states: Maryland, Minnesota, and New York. Retail revenues during the year ended December 31, 2024 were derived from sales in 14 dispensaries throughout these three states. We had eight operational dispensaries in Minnesota, four in New York, and two in Maryland. Wholesale revenues were derived from sales of products to third parties in Maryland, Minnesota, and New York.
On December 18, 2024, we entered into the Merger Agreements with respect the Mergers. Each Merger is an all-share transaction whereby, at the closing of each applicable transaction, (i) a new wholly-owned subsidiary of the Company would merge with and into Deep Roots, (ii) a new wholly-owned subsidiary of the Company would merge with and into Wholesome, and (ii) the Proper entities would each merge with and into new wholly-owned subsidiaries of the Company. None of the Deep Roots Merger, the Proper Mergers or the Wholesome Merger iswas contingent on the completion of any of the other Mergers. For a description of the Merger Agreements and details of the Merger, refer to Part I – “Item 1. Business — Merger Agreements with Deep Roots, Proper and Wholesome.”
During the year ended December 31, 2025, all of the Mergers closed. More specifically, the Wholesome Merger closed on May 12, 2025, the Proper Mergers closed on June 5, 2025, and the Deep Roots Merger closed on June 6, 2025. Accounting for these Mergers is provisional.
Year ended December 31, 2025 Compared to the Year Ended December 31, 2024
We derived our revenue from cultivating, processing, and distributing cannabis products through our 36 dispensaries in six states and our wholesale sales to third parties in six states. For the year ended December 31, 2025, 82% of the revenue was generated from retail dispensaries and 18% from wholesale business. For the year ended December 31, 2024, 80% of the revenue was generated from retail dispensaries and 20% from wholesale business.
For the year ended December 31, 2025, Minnesota operations contributed approximately 20% of revenues, Nevada contributed 22%, New York contributed 8%, Maryland contributed 16%, Missouri contributed 21%, and Utah contributed 13%. For the year ended December 31, 2024, Minnesota operations contributed approximately 47% of revenues, New York contributed 11%, and Maryland contributed 42%.
Total revenue for the year ended December 31, 2025, was $268,769,268, an increase of $169,385,047 or 170% compared to revenue of $99,384,221 for year ended December 31, 2024. The increase was primarily attributable to the closing of the Mergers resulting in the addition of revenues from our operations in Utah, Nevada, and Missouri.
Retail revenue for the year ended December 31, 2025, was $219,933,107, an increase of $140,398,552 or 177% compared to retail revenue of $79,534,555 for the year ended December 31, 2024, primarily due to the closing of the Mergers, resulting in the addition of revenues from our operations in Utah, Nevada, and Missouri.
Wholesale revenue for the year ended December 31, 2025, was $48,836,161, an increase of $28,986,495 or 146% compared to wholesale revenue of $19,849,666 for the year ended December 31, 2024. The increase was primarily due to increased contributions from New York, and the closing of the Mergers, resulting in the addition of revenues from our operations in Utah, Nevada, and Missouri.
Cost of goods sold for the year ended December 31, 2025, was $141,673,891, an increase of $93,060,687 compared to the year ended December 31, 2024 of $48,613,204, driven most significantly by the product costs associated with the increase in revenues year over year.
Gross profit for the year ended December 31, 2025, was $127,095,377, representing a gross margin of 47%. This is compared to gross profit for the year ended December 31, 2024 of $50,771,017 or a 51% gross margin. The decrease in gross margin is primarily attributable to the amortization of the non-cash inventory fair value step initially recognized in connection with the closing of the Mergers. Excluding this amortization of $17,805,282 from the gross profit figure of $127,095,377 would have resulted in gross profit of $144,900,659 and gross margin of approximately 54% for the year ended December 31, 2025.
Total operating expenses for the year ended December 31, 2025, were $128,143,860, an increase of $90,936,207 compared to total expenses of $37,207,653 for the year ended December 31, 2024. The increase in total expenses was primarily attributable to an increase in transaction expenses associated with the Mergers, an increase in stock-based compensation expense, and the addition of the operating expenses of Deep Roots, Proper, and Wholesome.
Operating loss before other income (expense) and provision for income taxes for the year ended December 31, 2025, was $1,048,483, compared to an operating income before other income (expense) and provision for income taxes of $13,536,364 for the year ended December 31, 2024.
Total Other Expense
Total other expense for the year ended December 31, 2025, was $38,862,425, an increase of $8,404,552 compared to other expense of $30,457,873, for the year ended December 31, 2024. The increase in other expense is primarily attributable to the loss on the change in fair value of contingent consideration and the loss on disposal of debt partially offset by the gain associated with our legal settlement with Verano.
Income tax expense is recognized based on the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at year-end. For the year ended December 31, 2025, Federal and State income tax expense totaled $28,203,000 compared to tax expense of $11,113,000 for the year ended December 31, 2024. The increase in tax expense is primarily attributable to the increase in gross profit relative to the prior year.
Operating income (loss) before other income (expense) and provision for income taxes for the year ended December 31, 2024, was $13,536,364, an increase of $2,983,586 compared to an operating income before other income (expense) and provision for income taxes of $10,579,778 for the year ended December 31, 2023.
Year ended December 31, 2023 Compared to the Year Ended December 31, 2022
We derived our revenue from cultivating, processing, and distributing cannabis products through our eighteen dispensaries in four states and our wholesale sales to third parties in four states. For the year ended December 31, 2023, 84% of the revenue was generated from retail dispensaries and 16% from wholesale business. For the year ended December 31, 2022, 83% of the revenue was generated from retail dispensaries and 17% from wholesale business. During the year ended December 31, 2023, we ceased all operations in New Mexico. During the year ended December 31, 2022, we ceased all operations in Arizona.
For the year ended December 31, 2023, Minnesota operations contributed approximately 51% of revenues, New York contributed 16%, Maryland contributed 31%, and New Mexico contributed 2%. For the year ended December 31, 2022, Minnesota operations contributed approximately 51% of revenues, New York contributed 20%, Arizona contributed 3%, New Mexico contributed 8%, and Maryland contributed 18%.
Revenue for the year ended December 31, 2023, was $88,133,163, an increase of $13,507,296 or 18% compared to revenue of $74,625,867 for year ended December 31, 2022. The increase is primarily attributable to increased revenue contributions from the Maryland business driven by the commencement of adult-use sales on July 1, 2023, and increased in revenue contributions from Minnesota driven by increased patient count, partially offset by decreased New Mexico revenues, which was divested in June of 2023.
Retail revenue for the year ended December 31, 2023, was $73,620,867, an increase of $11,497,510 or 19% compared to retail revenue of $62,123,357 for the year ended December 31, 2022, primarily due to increased revenue contributions from the Maryland business driven by the commencement of adult-use sales on July 1, 2023, and increased in revenue contributions from Minnesota driven by increased patient count, partially offset by decreased New Mexico revenues, which was divested in June of 2023 Wholesale revenue for the year ended December 31, 2023, was $14,512,297, an increase of $2,009,787 or 16% compared to wholesale revenue of $12,502,510 for year ended December 31, 2022. The increase was primarily due to increased revenue contributions from the Maryland business driven by the commencement of adult-use sales on July 1, 2023.
Cost of goods sold for the year ended December 31, 2023, was $44,028,998, an increase of $311,292 compared to the year ended December 31, 2022 of $43,717,706, driven most significantly by the product costs associated with the increase in revenues year over year.
Gross profit for the year ended December 31, 2023, was $44,104,165, representing a gross margin of 50%. This is compared to gross profit for the year ended December 31, 2022, of $30,908,161 or a 41% gross margin. The increase in margin was driven by increased retail revenue contributions from Minnesota, which carries a high margin profile, both overall and as a percentage of total revenue, the disposition of all Arizona wholesale operations, which carried a low margin in 2022, and the commencement of adult-use sales in Maryland on July 1, 2023.
Total operating expenses for the year ended December 31, 2023, were $33,524,387, a decrease of $4,323,139 compared to total expenses of $37,847,526 for the year ended December 31, 2022. The decrease in total expenses was attributable to a decrease in selling, general, and administrative expenses of $5,605,706 partially offset by an increase in share based compensation expenses of $1,463,401. Decreased salaries and wages driven by lower headcount and decreased professional fees account for the majority of the decrease in selling, general, and administrative expenses.
Operating income (loss) before other income (expense) and provision for income taxes for the year ended December 31, 2023, was $10,579,778, an increase of $17,519,143 compared to an operating loss before other income (expense) and provision for income taxes of $(6,939,365) for the year ended December 31, 2022.
Total Other Income (Expense)
Total other expense for the year ended December 31, 2023, was ($28,403,867), a decrease of $1,221,212 compared to other expense of ($29,625,079) or the year ended December 31, 2022. The decrease in other expense is primarily attributable to increased other income attributable to the receipt of the Coronavirus Aid, Relief, and Economic Security Act Employee Retention Tax Credit in 2023 and decreased impairment losses in 2023, partially offset by increased interest expense driven by the Credit Facility and increased losses on disposal of assets related to the Red Barn Growers disposition in connection with the divestiture of our business in New Mexico during 2023.
Income tax expense is recognized based on the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at year-end. For the year ended December 31, 2023, Federal and State income tax expense totaled $7,723,000 compared to tax expense of $5,893,000 for the year ended December 31, 2022. The increase in tax expense is primarily attributable to the increase in gross profit relative to the prior year.
As of December 31, 20242025 and 2023,2024, the Company had working capital of $94,903,896$113,582,993 and $(30,615,109)$94,903,896 respectively, reflecting an increase in working capital of $125,519,005for$18,679,097 for the year ended December 31, 20242025 driven by the privateclosing placement equity raise resulting inof the receipt of approximately $80 million in net proceeds, and various debt amendments resulting in the reclassification of debt from current to long-term.Mergers.
Long-Term Debt Arising from the Mergers
In connection with the closing of the Proper Mergers, the Company became obligated under $25,502,655 of notes payable due to Chicago Atlantic Admin, LLC. The unpaid principal amounts outstanding bore interest at a rate of (a) 11%, payable monthly in cash, and (b) 3.00% per annum PIK interest, payable monthly. In addition, 1% amortization of the original principal value of the note, or $27,100,000, was payable monthly, and the note was set to mature on November 28, 2025. See Note 3 for additional information.
In connection with the closing of the Deep Roots Merger, the Company became obligated under $19,166,670 of notes payable due to Chicago Atlantic Admin, LLC. The unpaid principal amounts outstanding bore interest at a rate of (a) the U.S. prime rate, with a floor of 8.00%, plus (b) 6.50%, payable monthly in cash. In addition, 0.83% amortization of the original principal value of the note, or $20,000,000, was payable monthly, and the note was set to mature on August 15, 2027. See Note 3 for additional information.
In connection with the closing of the Wholesome Merger, the Company became obligated on a $8,592,555 term loan bearing an interest rate of 11.25%, payable monthly in cash. The term loan was repaid in full on May 13, 2025. Additionally, the Company became obligated on $1,000,000 of promissory notes bearing an interest rate of 13.00%, payable monthly in cash. See Note 3 for additional information.
First Lien Term Loan and Chicago Atlantic Term Loan
On July 3, 2025, the Company entered into a Loan and Security Agreement (the “First Lien Term Loan”), effective July 7, 2025, with East West Bank, a California banking corporation (“East West Bank”), as Administrative Agent (the “Administrative Agent”), and Western Alliance Bank, an Arizona corporation, as co-administrative agent (the “Co-Admin Agent”).
The First Lien Term Loan provides for an aggregate principal amount of $120,000,000. The aggregate principal amount of the First Lien Term Loan amortizes in quarterly installments of $3,000,000. The Company will make such quarterly amortization payments commencing on December 31, 2025 and on the last business day of each quarter thereafter through and including July 3, 2028. Upon maturity of the First Lien Term Loan on July 31, 2028, the remaining outstanding principal amount of the First Lien Term Loan, and all accrued and unpaid interest thereon, will be due and payable in full. The First Lien Term Loan bears interest at the one-month Term Secured Overnight Financing Rate (subject to a 3% floor) plus 4% per annum. The First Lien Term Loan shall, at the Administrative Agent’s option, convert to a Prime Rate Loan at the end of the First Lien Term Loan’s current one-month interest period if an event of default shall occur and be continuing, at which time an additional 2% of default interest will also be applicable to the First Lien Term Loan.
On July 3, 2025, the Company entered into a secured term loan (the “Chicago Atlantic Term Loan”), effective July 7, 2025, with Chicago Atlantic Opportunity Finance, LLC, as a Lender, Chicago Atlantic Admin, LLC, as Administrative Agent and Collateral Agent (“2L Agent”), and Chicago Atlantic Credit Advisers, LLC, as Lead Arranger (“Lead Arranger”).
The Chicago Atlantic Term Loan provides for a principal amount of $33,000,000 to be loaned to the Company along with a $50,000,000 accordion feature, available to support future strategic initiatives, subject to the sole discretion of the Lender and 2L Agent. Amortization payments are due and payable monthly on each payment date in an amount equal to 1% of the loan amount starting November 30, 2025. All unpaid and accrued interest is due and payable on the maturity date of October 2, 2028, with an option to extend for an additional year subject to a 1% extension fee of all loans advanced by lenders under the Chicago Atlantic Term Loan. The Chicago Atlantic Term Loan bears interest at the Prime Rate (subject to a 7.5% floor) plus 5.5% per annum.
The First Lien Term Loan is secured by a perfected first priority security interest in all assets and future assets of the Company, subject to the terms thereof. The Chicago Atlantic Term Loan is secured by a second priority security interest in and lien on all existing assets and future assets of the Company, subject to the terms thereof.
The proceeds from the First Lien Term Loan and Chicago Atlantic Term Loan were used to retire all of the Company’s existing debt obligations, including the debt arising from acquisitions, including the Mergers. In connection with the retirement of the existing debt, the Company recorded a loss on extinguishment of $8,563,645, of which $4,911,988 relates to the extinguishment of unamortized financing costs associated with the retired debt obligations, and $3,651,657 relates to make-whole fees paid. The loss on extinguishment is included in other expense on the statement of loss and comprehensive loss for the year ended December 31, 2025.
Credit Facility
During 2017 the Company signed a promissory note payable in the amount of $1,010,000. The note bears interest at a rate of 15% per annum with interest payments required on a monthly basis. In 2019 the Company’s promissory note payable in the amount of $1,010,000 was modified to increase the amount payable to $1,110,000. The Company paid the note off in full during the year ended December 31, 2024.
On November 19, 2021, the Company signed a promissory note payable in the amount of $2,000,000 in connection with the acquisition of Charm City Medicus, LLC. The note bears an interest rate of 8% per annum with interest payments due on the last day of each calendar quarter. On November 19, 2023, the Company and lender amended the note. Per the terms of the amendment, the interest rate was modified to 15%, and the Company paid off $1,000,000 of principal. On November 27, 2024, the Company and lender executed the second amendment to the note. Per the terms of the amendment, the maturity date was extended, the interest rate was increased to 18%, and the Company repaid $100,000 in principal. The remaining principal balance of $900,000 is due on February 28, 2025, and the note is secured by 25% of the membership interests in Vireo Health of Charm City, LLC.
On March 25, 2021, the Company entered into a credit agreement for a senior secured delayed draw term loan with an aggregate principal amount of up to $46,000,000 (the “Credit Facility”), and executed a draw of $26,000,000 in principal. The unpaid principal amounts outstanding under the Credit Facility bear interest at a rate of (a) the U.S. prime rate plus 10.375%, payable monthly in cash, and (b) 2.75% per annum paid in kind interest payable monthly. In connection with the Credit Facility, the Company also pays a monthly credit monitoring fee in the amount of $130,400 which is included in interest expense in the consolidated statements of loss and comprehensive loss for the years ended December 31, 2024 and 2023.
On November 18, 2021, the Company and lenders amended the Credit Facility to provide for an additional loan of $4,200,000 with a cash interest rate of 15% per annum and PIK interest of 2% per annum. Obligations under the Credit Facility are secured by substantially all the assets of the Company.
On January 31, 2022, Vireo and certain of its subsidiaries, as borrowers (collectively, “Borrowers”), entered into a Third Amendment to the Credit Facility (the “Third Amendment”) providing for additional delayed draw term loans of up to $55 million (the “Delayed Draw Loans”). The cash interest rate on the Delayed Draw Loans under the Third Amendment is equal to the U.S. prime rate plus 10.375%, with a minimum required rate of 13.375% per annum, in addition to paid-in-kind interest of 2.75% per annum.
On March 31, 2023, the Company executed a fifth amendment to its Credit Facility with its senior secured lender, Chicago Atlantic Admin, LLC (the "Agent"), an affiliate of Green Ivy Capital, and a group of lenders. The amended credit facility extends the maturity date on its Delayed Draw Loans to April 30, 2024, through the issuance of 15,000,000 Subordinate Voting Shares in lieu of a cash extension fee. These 15,000,000 shares were valued at $1,407,903 using a fair value per share of $0.094 and considered a deferred financing cost. The fair value per share reflects a 22% discount to the market price at the time of issuance to account for the four-month trading lock-up imposed on the shares. The amendment also provides the Company with reduced cash outlays by eliminating required amortization of the loan, and requires the Company to divest certain assets to improve its liquidity position and financial performance. The Company has the potential to extend the maturity date on its Delayed Draw Loans up to January 31, 2026 with the satisfaction of certain financial performance-related conditions.
On April 30, 2024, the Company executed a short-term extension of the maturity date on the Credit Facility with the Agent. The Credit Facility was extended until June 14, 2024, matching all other terms of the existing agreement. On June 14, 2024, another short-term extension was executed which extended the maturity date on the Credit Facility to July 31, 2024, matching all other terms of the existing agreement.
On May 20, 2024 the Company executed a $1,200,000 term loan with the Agent to assist with the purchase of a site for a new dispensary location. The loan bears an interest rate of 12.0% and is due on May 28, 2027. Financing costs of $68,600 were incurred in connection with the closing of the loan.
On July 31, 2024, the Company executed a ninth amendment to the Company’s Credit Facility. The ninth amendment to the Company’s Credit Facility extends the maturity date on the Credit Facility loans to January 29, 2027, and amends certain financial measure definitions and covenants within the agreement. The Company issued 12,500,000 Subordinate Voting Shares to the lenders in consideration for the credit facility amendment. These 12,500,000 shares were valued at $5,387,500 using a fair value per share of $0.431 and considered a deferred financing cost.
On December 27, 2024, Vireo Health of Minnesota, LLC (“Vireo Minnesota”), a wholly-owned subsidiary of the Company entered into a secured credit agreement among Vireo Minnesota as Borrower, the Company and various affiliated entities as Guarantors (as defined therein), Chicago Atlantic Lincoln, LLC, the lender party thereto and Chicago Atlantic Admin, LLC, as Administrative Agent and Collateral Agent. The executed secured credit agreement with the Agent allows for the issuance of certain loans of up to an aggregate principal amount of $11,500,000. These loans are intended to assist with the financing of a new indoor cultivation facility. These loans bears an interest rate of 10.5% and are due on June 26, 2026. As of December 31, 2024, the Company has drawn $5,500,000 in aggregate principal, and incurred financing costs of $1,549,773.
On December 31, 2024, Vireo Minnesota closed on a $15,000,000 principal amount loan with Stearns Bank National Association (the “Commercial Loan”), with the Company and Vireo Health, Inc., a wholly-owned subsidiary of the Company, as guarantors. The Commercial Loan has a term of 24 months and carries a fixed annual interest rate of 9.25%, payable monthly with interest-only payments through the initial 12 months, followed by monthly principal and interest payments based on a 240-month amortization schedule for the remaining term of the Commercial Loan. The Commercial Loan has no prepayment penalty and is collateralized by a leasehold construction mortgage associated with the buildout of a new cultivation facility for Vireo Minnesota in an existing industrial building in Elk River, Minnesota. As of December 31, 2024, there was no principal amount outstanding as funding has not yet commenced. However, the Company incurred financing costs of $412,897.
On April 28, 2023, the Company closed on a new convertible debt facility which enables the Company to access up to $10,000,000 in aggregate principal amount of convertible notes (the “Convertible Notes”). The convertible facility has a term of three years, with an annual interest rate of 12.0%, comprised of 6.0% cash and 6.0% paid-in-kind. The initial tranche's principal amount of Convertible Notes outstanding in the amount of $2,000,000, plus all paid-in-kind interest and all other accrued but unpaid interest thereunder, is convertible into Subordinate Voting Shares of the Company at the option of the holders at any time by written notice to the Company, at a conversion price equal to $0.145. For each future tranche advanced, the principal amount of Convertible Notes outstanding, plus all paid-in-kind interest and all other accrued but unpaid interest thereunder, is convertible into Subordinate Voting Shares of the Company at the option of the holders at any time by written notice to the Company, at a conversion price equal to the lesser of $0.145 or a 20.0% premium over the 30-day volume weighted average price of the Company’s Subordinate Voting Shares calculated on the day prior to the date on which each tranche is advanced, if permitted by the Canadian Securities Exchange. The lenders also have the right to advance any remaining undrawn funds on the convertible loan facility to the Company at any time. If the notes are not converted, the outstanding principal amount and unpaid paid-in-kind interest is due on April 30, 2026.
During the year ended December 31, 2023, the Company closed eight additional tranches of Convertible Notes, which are convertible into Subordinate Voting Shares at a conversion price of $0.145. Total proceeds received from these tranches amounted to $8,000,000.
In connection with this financing, the Company issued 6,250,000 warrants to purchase Subordinate Voting Shares of the Company to the lenders. These warrants have a five year term, a strike price of $0.145, and were valued at $497,055 (Note 16). The value of these warrants and other legal and administrative expenses amounting to $1,346,793 are treated as deferred financing costs.
On July 31, 2024, the holders voluntarily converted all outstanding convertible notes issued in 2023 into 73,016,061 Subordinate Voting Shares of the Company.
On November 1, 2024, the Company entered into athe Joinder and Tenth Amendment to the Credit Agreement.Agreement (the “Tenth Amendment”). The Tenth Amendment provides a convertible note facility (the “New Convertible Notes”) with a maximum principal amount of $10,000,000. The New Convertible Notes mature on November 1, 2027, have a cash interest rate of 12.0 percent12.0% per year, and are convertible into that number of the Company’s subordinateSVSs votingat sharesan amount determined by dividing the outstanding principal amountamount, plus all accrued but unpaid interest on the Convertible Notes on the date of such conversionconversion, by a conversion price of $0.625. The Company incurred $145,717 in financing costs in connection with the signing of the Tenth Amendment.
What changed in the latest 10-Q
Risk Factors
Not available: the section could not be located automatically in one of the filings (non-standard layout or incorporated by reference). See the original filing. Open the filing on SEC.gov.
Management's Discussion & Analysis (MD&A)
New heading “Income (loss) from operations”
New heading “Total Other Income (Expense)”
New heading “Six months ended June 30, 2026, Compared to Six months ended June 30, 2025”
New heading “Cost of Sales and Gross Profit”
New heading “Income (loss) from operations”
New heading “Total Other Income (Expense)”
New heading “Provision for Income Taxes”
New heading “Long-Term Debt Arising from the purchase of New York Property”
New heading “Long-Term debt Arising from the Bridgewell Acquisition”
Removed heading “Operating Income before Other Income (Expense) and Income Taxes”
Removed heading “Total Other Expense”
Removed heading “Long-Term Debt Arising from the Mergers”
Largest changes
“In connection with the acquisition, Buyer entered into a term loan with IIP in the original principal amount of $49.0 million (the "Seller Note"). The Seller Note bears interest at 15% per annum, payable monthly on an interest-only basis, and has an initial maturity date of May 25, 2027, with two one-year extension options available to the Perth Property Buyer upon payment of a 1.0% extension fee and absence of an uncured event of default. The Seller Note is secured by a first-priority mortgage on the Property and is unconditionally guaranteed by the Company.”see in full comparison
“Six months ended June 30, 2026, Compared to Six months ended June 30, 2025”see in full comparison
“Operating Income before Other Income (Expense) and Income Taxes”see in full comparison
Full comparison: every changed paragraph (93)
Vireo Growth is a cannabismulti-segment company whosethe mission of which is to provide safe access, quality productsproducts, and value to its customers while supporting its local communities through active participation and restorative justice programs. The Company is evolving with the cannabis industry and is in the midst of a transformation to being significantly more customer-centric across its operations,operations. which include cultivation, manufacturing, wholesale and retail business lines. WithThrough our coreCannabis operations strategically located in eight limited-license markets through our state-licensed subsidiaries,segment, we cultivatecultivate, and manufacture cannabis productsmanufacture, and distribute thesecannabis products through our growing network of retail dispensaries we own or operateoperate, as well as to third-party dispensariesdispensaries, inacross limited-license markets through our state-licensed subsidiaries. Through our Non-Cannabis segment, we supply nutrients, lighting, and other horticultural products to the marketsindoor inand whichhydroponic ourgardening subsidiariesindustry, holdand operatingorganic, licenses.non-GMO, and conventional food and agricultural ingredients to food manufacturers and retailers.
OperatingReporting SegmentSegments
We report our operating results in two business segments: (i) Cannabis and (ii) Non-Cannabis.
WeOur report our operating results in one businessCannabis segment: thecultivates, cultivation, production,manufactures, and sale of cannabis. We cultivate, manufacture, and distributedistributes cannabis products to third parties in wholesale markets and cultivate, manufacture, and sellsells cannabis products directly to approved patients and adult-use-customersadult-use customers in our owned or operated retail stores. During the three months ended June 30, 2026, the Cannabis segment had operating revenue in ten states: California, Colorado, Florida, Maryland, Minnesota, Missouri, Nevada, New Mexico, New York, and Utah.
Our Non-Cannabis segment provides nutrients, lighting, and other materials used for indoor and hydroponic gardening in North America through The Hawthorne Gardening Company LLC and certain of its subsidiaries ("Hawthorne"), which was acquired on April 8, 2026, and supplies organic, non-GMO, and conventional food and agricultural products, including natural ingredients such as grains, flours, edible oils, beans, nuts, and specialty ingredients, to food manufacturers and retailers through Bridgewell Agribusiness LLC and certain of its subsidiaries ("Bridgewell"), which was acquired on June 5, 2026. Unlike our Cannabis segment, the Non-Cannabis segment serves a broad commercial customer base and is not subject to state cannabis licensing or regulatory regimes. The Non-Cannabis segment's results are included in our consolidated results from the respective acquisition dates of each of Hawthorne and Bridgewell.
During the three months ended March 31, 2026, the Company had operating revenue in eight states: Colorado, Maryland, Minnesota, New Mexico, New York, Missouri, Nevada, and Utah. Retail revenues during the three months ended March 31, 2026 were derived from sales in 82 dispensaries throughout these eight states. We had 24 operational dispensaries in Colorado, 8 in Minnesota, 21 in New Mexico, 4 in New York, 2 in Maryland, 11 in Missouri, 11 in Nevada, and 1 in Utah.
On December 18, 2024, we entered into the Merger Agreements in connection with the Deep Roots Merger, the Proper Mergers, and the Wholesome Merger. Each Merger was an all-share transaction whereby, at the closing of each Merger, (i) a new wholly-owned subsidiary of the Company merged with and into Deep Roots, (ii) a new wholly-owned subsidiary of the Company merged with and into Wholesome, and (iiiii) the Proper Companies each merged with and into new wholly-owned subsidiaries of the Company. None of the Mergers were contingent upon the completion of any of the other Mergers. The Wholesome Merger closed on May 12, 2025, the Proper Mergers closed on June 5, 2025, and the Deep Roots Merger closed on June 6, 2025.
On March 19, 2026, the Company completed the acquisition of a controlling interest in Vireo Health of Rocky Mountain, LLC, which acquired 45 dispensaries and two manufacturing facilities in Colorado and New Mexico through the previously announced Schwazze restructuring transaction.
On April 1, 2026, the Company completed the acquisition of Eaze Inc. ("Eaze"), a cannabis delivery and technology platform operating in California and Florida. On April 8, 2026, the Company completed the acquisition of Hawthorne from The Scotts Miracle-Gro Company. On June 5, 2026, the Company completed the acquisition of all of the issued and outstanding partnership interests of Bridgewell. The Hawthorne and Bridgewell acquisitions represent the Company's strategic expansion into operations outside of the cannabis industry, establishing the Company's Non-Cannabis segment. See Note 3 for additional information regarding these acquisitions.
Three months ended MarchJune 31,30, 2026, Compared to Three months ended MarchJune 31,30, 2025
We derived our revenue from two reportable segments: Cannabis and Non-Cannabis.
Revenue
WeCannabis segment revenue is derived our revenue from cultivating, processing, and distributing cannabis products through our 82 dispensaries in eightten states and our wholesale sales to third parties in eight states.parties. For the three months ended MarchJune 31,30, 2026, 85%88% of our Cannabis segment revenue was generated from retail dispensaries and 15%12% from the wholesale business. For the three months ended MarchJune 31,30, 2025, 78%77% of our revenue was generated from retail business and 22%23% from wholesale business.
For the three months ended March 31, 2026, Colorado operations contributed approximately 3% of revenues, Minnesota contributed 17%, New York contributed 6%, New Mexico contributed 1%, Maryland contributed 9%, Utah contributed 14%, Nevada contributed 26%, and Missouri contributed 24%. For the three months ended March 31, 2025, Minnesota operations contributed approximately 46% of revenues, New York contributed 9%, and Maryland contributed 44%.
RevenueCannabis segment revenue for the three months ended MarchJune 31,30, 2026, was $106.2$175.8 million, an increase of $81.7$127.7 million or 333%265% compared to revenue of $24.5$48.1 million for the three-monthsthree months ended MarchJune 31,30, 2025. The increase was2025, primarily attributabledriven by the acquisitions of Eaze and Vireo Health of Rocky Mountain in 2026, as well as the acquisitions of Wholesome, Deep Roots, and Proper, which were completed in the second quarter of 2025, and therefore contributed only partially to the closingprior ofyear variouscomparative acquisitions resulting in the addition of revenues from our operations in Colorado, New Mexico, Utah, Nevada, and Missouri.period.
Retail revenue for the three months ended MarchJune 31,30, 2026, was $89.9$154.1 million, an increase of $70.7$117.3 million or 368%319% compared to retail revenue of $19.2$36.8 million for the three months ended MarchJune 31,30, 2025. The increase was2025 primarily attributabledriven by the acquisitions of Eaze and Vireo Health of Rocky Mountain in 2026, as well as the acquisitions of Wholesome, Deep Roots, and Proper, which were completed in the second quarter of 2025, and therefore contributed only partially to the closingprior ofyear variouscomparative acquisitions resulting in the addition of revenues from our operations in Colorado, New Mexico, Utah, Nevada, and Missouri.period.
Wholesale revenue for the three months ended MarchJune 31,30, 2026, was $16.3$21.7 million, an increase of $11.0$10.4 million or 92% compared to wholesale revenue of $5.3$11.3 million for the three months ended MarchJune 31,30, 2025. The increase was2025, primarily duedriven toby increased contributions from New York, and the closing of various acquisitions, resultingthroughput in the additionNew York market, as well as the acquisitions of revenuesWholesome, fromDeep ourRoots, operationsand Proper, which were completed in Colorado,the Newsecond Mexico,quarter Utah,of Nevada,2025, and Missouri.therefore contributed only partially to the prior year comparative period.
Non-Cannabis segment revenue for the three months ended June 30, 2026, was $33.5 million, reflecting partial-period contributions from Hawthorne, acquired April 8, 2026, and Bridgewell, acquired June 5, 2026. There is no comparative revenue for the three months ended June 30, 2025, as no non-cannabis business was owned during that period.
Gross profit reflects total net revenue less cost of sales. Cost of sales represents the costs attributable to producing bulk materials and finished goods, which includes direct materials, labor, and certain indirect costs such as depreciation, insurance, utilitiesutilities, and valuation adjustments. Cannabis costs are affected by various state regulations that limit the sourcing and procurement of cannabis product, which may create fluctuations in gross profit over comparative periods as the regulatory environment changes.
CostFor the Cannabis segment, cost of sales areis determined from costs related to the cultivation and processing of cannabis and cannabis-derived productsproducts, as well as the cost of finished goods inventory purchased from third parties and valuation adjustments. Cannabis costs are affected by various state regulations that limit the sourcing and procurement of cannabis products, which may create fluctuations in gross profit over comparative periods as the regulatory environment changes.
For the Non-Cannabis segment, cost of sales is determined from costs related to the procurement and distribution of horticultural products, including nutrients and lighting, through Hawthorne, and the sourcing and supply of organic, non-GMO, and conventional food and agricultural ingredients through Bridgewell. Non-Cannabis cost of sales may fluctuate over comparative periods due to changes in commodity prices, supply chain conditions, and product mix.
Cost of sales for the Cannabis segment for the three months ended June 30, 2026, was $85.3 million, an increase of $57.6 million compared to $27.7 million for the three months ended June 30, 2025, primarily driven by the increase in sales and acquisition activity. Cost of sales are determined from costs related to the cultivation and processing of cannabis and cannabis-derived products as well as the cost of finished goods inventory purchased from third parties and valuation adjustments.
CostGross ofprofit salesfor the Cannabis segment for the three months ended MarchJune 31,30, 2026, was $46.9$90.5 million, anrepresenting increasea gross margin of $34.851%. millionIn comparedcomparison, togross profit for the three months ended MarchJune 31,30, 2025, ofwas $12.1$20.4 million.million Theor increasea in42% costgross ofmargin sales wasprimarily driven by the increasedecrease in revenues.non-cash product costs associated with the acquisition related inventory fair value step up.
Cost of sales for the Non-Cannabis segment for the three months ended June 30, 2026, was $28.7 million. There is no comparative cost of sales for the three months ended June 30, 2025, as no non-cannabis business was owned during that period.
Gross profit for the Non-Cannabis segment for the three months ended June 30, 2026, was $4.8 million, representing a gross margin of 14%. There is no comparative gross profit for the three months ended June 30, 2025, as no non-cannabis business was owned during that period.
Gross profit for the three months ended March 31, 2026, was $59.3 million, representing a gross margin of 55.8%. In comparison, gross profit for the three months ended March 31, 2025, was $12.4 million or a 50.6% gross margin. The increase in gross profit was driven by the closing of various acquisitions, which added the gross profits in Colorado, New Mexico, Nevada, Missouri, and Utah. The increase in gross margin is also attributable to acquisition-related activity, as the businesses acquired generated higher margins than the businesses included in the comparative period.
Total expenses other than the cost of sales consist of selling costs to support customer relationships, marketing, and branding activities. They also include a significant investment in the corporate infrastructure required to support ongoing business. Total expenses reflect costs across both the Cannabis and Non-Cannabis segments, as well as unallocated corporate expenses.
Total expenses for the three months ended MarchJune 31,30, 2026, were $50.4$88.3 millionmillion, an increase of $39.9$65.9 million compared to total expenses of $10.4$22.4 million for the three months ended MarchJune 31,30, 2025.2025 Theprimarily increasedriven by the acquisitions of Eaze and Vireo Health of Rocky Mountain in total2026, expensesas waswell primarilyas attributablethe acquisitions of Wholesome, Deep Roots, and Proper, which were completed in the second quarter of 2025, and therefore contributed only partially to an increase in transaction expenses associated with the newly-acquiredprior businesses,year ancomparative increase in stock-based compensation expense, and the addition of operating expenses in Colorado, New Mexico, Nevada, Missouri, and Utah.period.
Operating Income before Other Income (Expense) and Income Taxes
OperatingTotal income before other income (expense) and provisionexpenses for incomethe taxesNon-Cannabis segment for the three months ended MarchJune 31,30, 2026, waswere $9.0$13.3 millionmillion. anThere increaseis ofno $7.0comparative million compared to $2.0 millionfigure for the three months ended MarchJune 31,30, 2025.2025, as no non-cannabis business was owned during that period.
Income (loss) from operations
Total Other Expense
TotalLoss otherfrom expenseoperations for the three months ended MarchJune 31,30, 2026, was $13.2$6.3 million an increase of $6.4$4.3 million compared to totala other expenseloss of $6.8$2.0 million for the three months ended MarchJune 31,30, 2025. This change was primarily attributable to the remeasurement of contingent consideration associated with the Mergers, which resulted in a $5.5 million loss during the three months ended March 31, 2026.
Total Other Income (Expense)
Total other income for the three months ended June 30, 2026, was $20.5 million an increase of $28.6 million compared to total other expense of $8.1 million for the three months ended June 30, 2025. This change was primarily attributable to the bargain purchase gain recognized in connection with the Hawthorne acquisition.
Income tax expense is recognized based on the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at year-end. For the three months ended MarchJune 31,30, 2026, tax expense totaled $16.1$14.3 million compared to tax expense of $1.7$4.8 million for the three months ended MarchJune 31,30, 2025. The increase in tax expense was driven by the increase in gross profit relative to the prior year.
Six months ended June 30, 2026, Compared to Six months ended June 30, 2025
We derived our revenue from two reportable segments: Cannabis and Non-Cannabis.
Cannabis segment revenue is derived from cultivating, processing, and distributing cannabis products through our dispensaries in ten states and our wholesale sales to third parties. For the six months ended June 30, 2026, 87% of our Cannabis segment revenue was generated from retail dispensaries and 13% from the wholesale business. For the six months ended June 30, 2025, 77% of our revenue was generated from retail business and 23% from wholesale business.
Cannabis segment revenue for the six months ended June 30, 2026, was $282.0 million, an increase of $209.4 million or 288% compared to revenue of $72.6 million for the six months ended June 30, 2025, primarily driven by the acquisitions of Eaze and Vireo Health of Rocky Mountain in 2026, as well as the acquisitions of Wholesome, Deep Roots, and Proper, which were completed in the second quarter of 2025, and therefore contributed only partially to the prior year comparative period.
Retail revenue for the six months ended June 30, 2026, was $244.0 million, an increase of $188.0 million or 336% compared to retail revenue of $56.0 million for the six months ended June 30, 2025, primarily driven by the acquisitions of Eaze and Vireo Health of Rocky Mountain in 2026, as well as the acquisitions of Wholesome, Deep Roots, and Proper, which were completed in the second quarter of 2025, and therefore contributed only partially to the prior year comparative period.
Wholesale revenue for the six months ended June 30, 2026, was $38.0 million, an increase of $21.4 million or 129% compared to wholesale revenue of $16.6 million for the six months ended June 30, 2025, primarily driven by increased throughput in the New York market, as well as the acquisitions of Wholesome, Deep Roots, and Proper, which were completed in the second quarter of 2025, and therefore contributed only partially to the prior year comparative period.
Non-Cannabis segment revenue for the six months ended June 30, 2026, was $33.5 million, reflecting partial-period contributions from Hawthorne, acquired April 8, 2026, and Bridgewell, acquired June 5, 2026. There is no comparative revenue for the six months ended June 30, 2025, no non-cannabis business was owned during that period.
Cost of Sales and Gross Profit
Gross profit reflects total net revenue less cost of sales. Cost of sales represents the costs attributable to producing bulk materials and finished goods, which includes direct materials, labor, and certain indirect costs such as depreciation, insurance, utilities, and valuation adjustments.
For the Cannabis segment, cost of sales is determined from costs related to the cultivation and processing of cannabis and cannabis-derived products, as well as the cost of finished goods inventory purchased from third parties and valuation adjustments. Cannabis costs are affected by various state regulations that limit the sourcing and procurement of cannabis products, which may create fluctuations in gross profit over comparative periods as the regulatory environment changes.
For the Non-Cannabis segment, cost of sales is determined from costs related to the procurement and distribution of horticultural products, including nutrients and lighting, through Hawthorne, and the sourcing and supply of organic, non-GMO, and conventional food and agricultural ingredients through Bridgewell. Non-Cannabis cost of sales may fluctuate over comparative periods due to changes in commodity prices, supply chain conditions, and product mix.
Cost of sales for the Cannabis segment for the six months ended June 30, 2026, was $132.2 million, an increase of $92.4 million compared to $39.8 million for the six months ended June 30, 2025, primarily driven by the increase in sales and acquisition activity. Cost of sales are determined from costs related to the cultivation and processing of cannabis and cannabis-derived products as well as the cost of finished goods inventory purchased from third parties and valuation adjustments.
Gross profit for the Cannabis segment for the six months ended June 30, 2026, was $149.8 million, representing a gross margin of 53%. In comparison, gross profit for the six months ended June 30, 2025, was $32.8 million or a 45% gross margin primarily driven by the decrease in non-cash product costs associated with the acquisition related inventory fair value step up.
Cost of sales for the Non-Cannabis segment for the six months ended June 30, 2026, was $28.7 million. There is no comparative cost of sales for the six months ended June 30, 2025, as no non-cannabis business was owned during that period.
Gross profit for the Non-Cannabis segment for the six months ended June 30, 2026, was $4.8 million, representing a gross margin of 14.3%. There is no comparative gross profit for the six months ended June 30, 2025, as no non-cannabis business was owned during that period.
Total Expenses
Total expenses other than the cost of sales consist of selling costs to support customer relationships, marketing, and branding activities. They also include a significant investment in the corporate infrastructure required to support ongoing business. Total expenses reflect costs across both the Cannabis and Non-Cannabis segments, as well as unallocated corporate expenses.
Selling costs generally correlate to revenue. In the short-term as a percentage of sales, we expect selling costs to remain relatively flat. However, as anticipated positive regulatory developments in our core markets occur, we expect selling costs as a percentage of sales to decrease via growth in our retail and wholesale channels.
General and administrative expenses also include costs incurred at the corporate offices, primarily related to personnel costs, including salaries, benefits, and other professional service costs, as well as corporate insurance, legal and professional fees associated with being a publicly traded company. We expect general and administrative expenses as a percentage of sales to decrease as we realize revenue growth both organically and through anticipated positive regulatory developments in our core markets.
Total expenses for the six months ended June 30, 2026, were $135.9 million, an increase of $103.0 million compared to total expenses of $32.9 million for the six months ended June 30, 2025, primarily driven by the acquisitions of Eaze and Vireo Health of Rocky Mountain in 2026, as well as the acquisitions of Wholesome, Deep Roots, and Proper, which were completed in the second quarter of 2025, and therefore contributed only partially to the prior year comparative period.
Total expenses for the Non-Cannabis segment for the six months ended June 30, 2026, were $16.0 million. There is no comparative figure for the six months ended June 30, 2025, as no non-cannabis business was owned during that period.
Income (loss) from operations
Income from operations for the six months ended June 30, 2026, was $2.6 million an increase of $2.7 million compared to a loss of $0.1 million for the six months ended June 30, 2025.
Total Other Income (Expense)
VREOF insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-05-15 | Duxbury Joseph |
Shares withheld for tax | 40,799 | $0.39 | $15.9K |
| 2026-05-15 | Duxbury Joseph |
Option exercise | 133,333 | — | — |
| 2026-05-15 | Apfelbaum Sean Michael |
Shares withheld for tax | 39,067 | $0.39 | $15.2K |
| 2026-05-15 | Apfelbaum Sean Michael |
Option exercise | 133,333 | — | — |
Well-known investors holding VREOF (13F)
None of the 59 investors we track reported a position in their latest 13F.