VREOF on OTC

Vireo Growth Inc.

In its 2026 annual report the company says: “Vireo Growth Inc. is a reporting issuer in Canada, with its securities listed for trading on the Canadian Securities Exchange under the symbol “VREO” and on the OTCQX under the symbol “VREOF”. 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.”5 It is headquartered in Minneapolis, Minnesota.1

Price unavailable

Last updated Oct 20, 2026.

Overview

$268.8MRevenue, fiscal 20252
-$68.1MNet income, fiscal 20252

Compare with LIGAND PHARMACEUTICALS INC, Harrow Health or Arvinas (United States), or pick any stock.

  • TickerVREOF on OTC1
  • IndustryPharmaceutical Preparations1
  • HeadquartersMinneapolis, Minnesota1
  • Incorporated inBritish Columbia, Canada3
  • Business address207 South 9Th Street, Minneapolis, Mn 554023
  • Filer category, Emerging growth company3
  • Legal formCorporation

Vireo Growth Inc. is a reporting issuer in Canada, with its securities listed for trading on the Canadian Securities Exchange (the “ CSE ”) under the symbol “VREO” and on the OTCQX under the symbol “VREOF”. 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 six markets, Vireo Growth cultivates and manufactures cannabis products in environmentally friendly greenhouses and other facilities and distributes these products through our growing network …5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

47.3%Gross margin2
-0.4%Operating margin2
-25.3%Net margin2
170.4%Revenue growth, 20252
-22.2%Return on equity2
-$24.6MFree cash flow2

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Retail brought in 82% of the revenue Vireo Growth Inc. broke down this way in fiscal 2025.

  1. Retail$219.9M282%up 177% from 2024
  2. Wholesale Product$48.8M218%up 146% from 2024
Products and services by year
Products and services20242025
Retail$79.5M$219.9M
Wholesale Product$19.8M$48.8M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Selling, general and admin30¢$81.2M
  • Other costs59¢$159.4M
  • Income tax11¢$28.2M

Out of $268.8M in revenue.2 The company lost money this year.

Where each dollar of operating cash went, fiscal 2025

  • Capital spending100¢$28.3M

Out of $3.7M of cash from operations. Spending exceeded cash from operations; the rest came from savings or borrowing.2

Financial statements

Revenue67892$268.8M in 2025+446% since 2020
0$100.0M$200.0M$300.0M2020: $49.2M$49.2M20202021: $54.4M$54.4M2021+11%2022: $74.6M$74.6M2022+37%2023: $88.1M$88.1M2023+18%2024: $99.4M$99.4M2024+13%2025: $268.8M$268.8M2025+170%
Gross profit67892$127.1M in 2025+642% since 2020
0$50.0M$100.0M$150.0M2020: $17.1M$17.1M20202021: $19.8M$19.8M2021+16%2022: $30.9M$30.9M2022+56%2023: $44.1M$44.1M2023+43%2024: $50.8M$50.8M2024+15%2025: $127.1M$127.1M2025+150%
Operating income67892-$1.0M in 2025−95% since 2020
-$30.0M-$20.0M-$10.0M0$10.0M$20.0M2020: -$23.0M-$23.0M20202021: -$20.5M-$20.5M2021−11%2022: -$6.9M-$6.9M2022−66%2023: $10.6M$10.6M20232024: $13.6M$13.6M2024+28%2025: -$1.0M-$1.0M2025
Net income67892-$68.1M in 2025+197% since 2020
-$80.0M-$60.0M-$40.0M-$20.0M02020: -$22.9M-$22.9M20202021: -$33.7M-$33.7M2021+47%2022: -$42.5M-$42.5M2022+26%2023: -$25.5M-$25.5M2023−40%2024: -$28.0M-$28.0M2024+10%2025: -$68.1M-$68.1M2025+143%

Every line of the income statement as filed: the last 2 fiscal years, latest first.2

Period ending2025-12-312024-12-31
Revenue$268.8M$99.4M
Product costs$122.0M$48.3M
Non-cash product costs$17.8M
Inventory valuation adjustments$1.9M$294.0K
Gross profit$127.1M$50.8M
Selling, general and administrative expenses$81.2M$28.1M
Transaction related expenses$11.2M$4.5M
Stock-based compensation expenses$18.7M$3.6M
Depreciation$11.3M$292.7K
Amortization$5.7M$720.1K
Total operating expenses$128.1M$37.2M
Income (loss) from operations-$1.0M$13.6M
Interest expenses, net-$15.9M-$17.0M
Interest expense on finance lease liabilities - Minnesota & New York-$14.3M-$14.2M
Impairment of long-lived assets-$2.6M
Gain (loss) on disposal of assets and debt-$7.9M-$218.3K
Gain (loss) on change in the fair value of contingent consideration-$9.6M
Derivative gain (loss)-$172.8K
Other income (expenses)$11.6M$949.3K
Other income (expenses), net-$38.9M-$30.5M
Loss before income taxes-$39.9M-$16.9M
Deferred income tax recoveries (expenses)$13.4M
Current income tax expenses-$41.6M-$11.1M
Net loss and comprehensive loss-$68.1M-$28.0M
Net loss per share - basic (in dollars per share)-$0.09-$0.16
Net loss per share - diluted (in dollars per share)-$0.09-$0.16
Weighted average shares used in computation of net loss per share - basic (in shares)734.7M shares180.4M shares
Weighted average shares used in computation of net loss per share - diluted (in shares)734.7M shares180.4M shares

Compare Vireo Growth Inc. with another company

Corporate structure

Vireo Growth Inc. sits at the top of its group. 49 entities, 2 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Vireo Growth Inc.

  • Roger B. Primm Filed SCHEDULE 13G on Vireo Growth Inc., latest Sep 19, 2025
  • Keith Lee Capurro Filed SCHEDULE 13D on Vireo Growth Inc., latest Aug 1, 2025
  • PRIMM GARY E Filed SCHEDULE 13G on Vireo Growth Inc., latest Jul 28, 2025
  • Christopher Jeffery Filed SCHEDULE 13D on Vireo Growth Inc., latest May 23, 2025
  • Chicago Atlantic Opportunity Portfolio, LP Filed SCHEDULE 13D/A on Vireo Growth Inc., latest Apr 22, 2025
  • Robert James Barnard Filed SCHEDULE 13G/A on Vireo Growth Inc., latest Jan 10, 2025 (3 filings since Jun 13, 2023)
  • CA PIPE SPV, LLC Filed SCHEDULE 13G on Vireo Growth Inc., latest Dec 31, 2024
  • Kyle Eugene Kingsley Filed SCHEDULE 13D/A on Vireo Growth Inc., latest Dec 19, 2024 (2 filings since Aug 10, 2023)
  • Chicago Atlantic Credit Opportunities, LLC Filed SC 13D/A on Vireo Growth Inc., latest Jul 2, 2024 (2 filings since Jul 14, 2023)
  • Cowen Financial Products LLC Filed SC 13G/A on Vireo Growth Inc., latest Jan 25, 2023 (4 filings since Jan 24, 2022)
  • Dumont Master Fund LP Filed SC 13G on Vireo Growth Inc., latest Feb 8, 2022
  • Vireo Growth Inc. Minneapolis, Minnesota
    • 200 W 24th Holdings, LLC Subsidiary · Delaware, United States
    • 2178 State Highway 29A LLC Subsidiary · New York, United States
    • Arches IP, Inc. Subsidiary · Delaware, United States
    • CO Acquisition Vehicle, LLC Subsidiary · Delaware, United States
    • Deep Roots Aria AcqCo, Inc. Subsidiary · Nevada, United States
    • Deep Roots Harvest, Inc. Subsidiary · Nevada, United States
    • Deep Roots Holdings, Inc. Subsidiary · Nevada, United States
    • Deep Roots Operating, Inc. Subsidiary · Nevada, United States
    • Deep Roots Properties, LLC Subsidiary · Nevada, United States
    • HiColor, LLC Subsidiary · Minnesota, United States
    • MaryMed, LLC Subsidiary · Maryland, United States
    • MJ Distributing C201, LLC Subsidiary · Nevada, United States
    • MJ Distributing P132, LLC Subsidiary · Nevada, United States
    • New Growth Horizon, LLC Subsidiary · Missouri, United States
    • Nirvana Investments, LLC and Subsidiaries Subsidiary · Missouri, United States
    • Resurgent Biosciences, Inc. Subsidiary · Delaware, United States
    • Retail Management Associates, LLC Subsidiary · Arizona, United States
    • Verdant Grove, Inc. Subsidiary · Delaware, United States
    • Vireo Health de Puerto Rico, Inc. Subsidiary · Puerto Rico, United States
    • Vireo Health of Arcadia, LLC Subsidiary · Delaware, United States
    • Vireo Health of CO II, LLC Subsidiary · Delaware, United States
    • Vireo Health of CO, LLC Subsidiary · Colorado, United States
    • Vireo Health of Denver Metro, LLC Subsidiary · Delaware, United States
    • Vireo Health of DTC, LLC Subsidiary · Delaware, United States
    • Vireo Health of Foothills, LLC Subsidiary · Delaware, United States
    • and 23 more

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Vireo Growth Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$42.6M9 Dec 31, 2024$32.4M9 Dec 31, 2023+31.6%
Accumulated depreciation$10.3M9 Dec 31, 2024$9.1M9 Dec 31, 2023+13.4%
Property and equipment, net$32.3M9 Dec 31, 2024$23.3M9 Dec 31, 2023+38.7%
Finance-lease assets$7.6M9 Dec 31, 2024$7.9M9 Dec 31, 2023−4.6%
Operating-lease assets (leased space)$53.4M2 Dec 31, 2025$7.9M2 Dec 31, 2024+579.0%

Investments

ItemLatestA year beforeChange
Marketable securities, current$1.0M2 Dec 31, 2025
Long-term investments$6.0M2 Dec 31, 2025

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$87.5M2 Dec 31, 2025$02 Dec 31, 2024
Intangible assets, net (excluding goodwill)$117.5M2 Dec 31, 2025$7.9M2 Dec 31, 2024+1387.1%
Finite-lived intangibles, net$117.5M2 Dec 31, 2025$7.9M2 Dec 31, 2024+1387.1%

Inventory

ItemLatestA year beforeChange
Inventory, total$60.0M2 Dec 31, 2025$21.7M2 Dec 31, 2024+176.8%
Work in process$31.0M2 Dec 31, 2025$13.9M2 Dec 31, 2024+123.4%
Finished goods$19.6M2 Dec 31, 2025$5.9M2 Dec 31, 2024+230.4%

Properties, in its own words

The following tables set forth our principal physical properties.

Material Properties

The rest of Item 2

Type · Location · Leased / Owned

Processing · MaryMed, LLC (100 Enterprise Drive Hurlock, Maryland 21643) · Leased

Cultivation · MaryMed, LLC (12418 Massey Road Massey, Maryland 21650) · Owned

Cultivation · Vireo Health of Minnesota, LLC (10700 165th Avenue NWElk River, Minnesota 55330) · Leased with Purchase Option

Cultivation and Processing · Vireo Health of Minnesota, LLC (8740 77th Street NE Otsego, Minnesota 55362) · Leased

Cultivation and Processing · Vireo Health of New York, LLC (Tryon Industrial Park 256 County Route 117 Perth, New York 12010) · Leased

Cultivation and Processing · Deep Roots Harvest, Inc.(195 Willis Carrier CanyonMesquite, Nevada 89027) · Leased

Cultivation and Processing · WholesomeCo, Inc.(1041 N 950 W, Units 300 & 400Centerville, Utah 84015) · Leased

Cultivation and Processing · New Growth Horizon, LLC(2609 Rock Hill Industrial Ct.St. Louis, Missouri 63144) · Owned

Processing · 5150 Processing, LLC(2285 US Highway 67, Ste BFestus, Missouri 63028 · Leased

In addition to the above properties, as of December 31, 2025, the Company has 36 open and operating retail stores which are leased.

Item 2 of the 10-K filed Mar 17, 2026.5

Leadership

Who has led Vireo Growth Inc., and when. Pick a name to see everywhere that person has worked.

Board members and other officers (14)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • Executive Officer, DirectorJoshua Rosen named Aug 20, 202434
  • Executive OfficerJosh Rosen named Aug 10, 202335
  • DirectorChris E. Hagedorn named Jun 22, 2026 to Aug 24, 202636

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • 200 W 24th Holdings, LLC Delaware, USA4
  • 2178 State Highway 29A LLC New York, USA4
  • Arches IP, Inc. Delaware, USA4
  • CO Acquisition Vehicle, LLC Delaware, USA4
  • Deep Roots Aria AcqCo, Inc. Nevada, USA4
  • Deep Roots Harvest, Inc. Nevada, USA4
  • Deep Roots Holdings, Inc. Nevada, USA4
  • Deep Roots Operating, Inc. Nevada, USA4
  • Deep Roots Properties, LLC Nevada, USA4
  • HiColor, LLC Minnesota, USA4
  • MJ Distributing C201, LLC Nevada, USA4
  • MJ Distributing P132, LLC Nevada, USA4
  • MaryMed, LLC Maryland, USA4
  • New Growth Horizon, LLC Missouri, USA4
  • Nirvana Investments, LLC and Subsidiaries Missouri, USA4
  • Resurgent Biosciences, Inc. Delaware, USA4
  • Retail Management Associates, LLC Arizona, USA4
  • Verdant Grove, Inc. Delaware, USA4
  • Vireo Health de Puerto Rico, Inc. Puerto Rico4
  • Vireo Health of Arcadia, LLC Delaware, USA4
  • Vireo Health of CO II, LLC Delaware, USA4
  • Vireo Health of CO, LLC Colorado, USA4
  • Vireo Health of DTC, LLC Delaware, USA4
  • Vireo Health of Denver Metro, LLC Delaware, USA4
All 48 listed subsidiaries
  • Vireo Health of Foothills, LLC Delaware, USA4
  • Vireo Health of Las Cruces, LLC Delaware, USA4
  • Vireo Health of Mile High, LLC Delaware, USA4
  • Vireo Health of Minnesota, LLC Minnesota, USA4
  • Vireo Health of NM, LLC Delaware, USA4
  • Vireo Health of Nevada I, LLC Nevada, USA4
  • Vireo Health of New York, LLC New York, USA4
  • Vireo Health of Noco, LLC Delaware, USA4
  • Vireo Health of Puerto Rico, LLC Delaware, USA4
  • Vireo Health of Rocky Mountain, LLC Colorado, USA4
  • Vireo Health of Santa Fe, LLC Delaware, USA4
  • Vireo Health of Soco, LLC Delaware, USA4
  • Vireo Health of Western Slope, LLC Delaware, USA4
  • Vireo Health, Inc. Delaware, USA4
  • Vireo Marketing, LLC Minnesota, USA4
  • Vireo PR Merger Sub II Inc. Missouri, USA4
  • Vireo PR Merger Sub Inc. Missouri, USA4
  • Vireo of Charm City, LLC Maryland, USA4
  • WC Staffing, LLC Utah, USA4
  • Wholesome Ag, LLC Utah, USA4
  • Wholesome Direct, LLC Utah, USA4
  • Wholesome Goods, LLC Utah, USA4
  • Wholesome Therapy, LLC Utah, USA4
  • WholesomeCo, Inc. Delaware, USA4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • Goodness Growth Holdings, Inc.Jun 8, 2021 to Jun 24, 20243
  • Vireo Health International, Inc.Apr 1, 2019 to May 14, 20213

Timeline

  1. Oct 8, 20268-K Entered a material agreement; Ended a material agreement; New debt or obligation37
  2. Aug 26, 20268-K Completed an acquisition or sale; Unregistered sale of shares; Regulation FD disclosure38
  3. Aug 18, 20268-K Regulation FD disclosure; Other events39
  4. Aug 13, 20268-K Entered a material agreement; Completed an acquisition or sale; New debt or obligation40
  5. Aug 11, 20268-K Results of operations41
  6. Aug 5, 20268-K Entered a material agreement; Regulation FD disclosure; Other events42
  7. Jul 30, 20268-K Entered a material agreement43
  8. Jul 27, 20268-K Other events44
  9. Jul 23, 20268-K Entered a material agreement; Regulation FD disclosure45
  10. Jun 18, 20268-K Entered a material agreement; Regulation FD disclosure46
  11. Jun 18, 20268-K Financial statements and exhibits47
  12. Jun 11, 20268-K Regulation FD disclosure; Other events48
  13. Dec 19, 2024New chief executive John Mazarakis becomes CEO15
  14. Dec 3, 2024New chief executive Amber Holly Shimpa becomes CEO14
  15. Jan 4, 2021New chief executive Kyle Eugene Kingsley becomes CEO16

Calendar

Coming up

  1. Around Nov 10, 2026Next results, estimated About a quarter after its last report. The company hasn't announced the date.

When it reported results

  1. Aug 11, 2026Reported quarterly or annual results41
  2. May 12, 2026Reported quarterly or annual results49
  3. Apr 14, 2026Reported quarterly or annual results50
  4. Mar 17, 2026Reported quarterly or annual results51
  5. Nov 12, 2025Reported quarterly or annual results52
  6. Aug 13, 2025Reported quarterly or annual results53
  7. May 9, 2025Reported quarterly or annual results54
  8. Mar 4, 2025Reported quarterly or annual results55

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

309 filings to the SEC since October 2021: 8 annual reports, 15 quarterly reports, 84 major events, 83 insider forms, 18 large holders, 15 private raises, 86 other. The latest 20:

  1. Oct 9, 2026S-4 EDGAR
  2. Oct 8, 20268-K EDGAR
  3. Oct 7, 2026D EDGAR
  4. Oct 2, 2026D EDGAR
  5. Aug 28, 2026425 EDGAR
  6. Aug 26, 20268-K EDGAR
  7. Aug 26, 2026425 EDGAR
  8. Aug 25, 2026425 EDGAR
  9. Aug 24, 2026D EDGAR
  10. Aug 18, 2026425 EDGAR
  11. Aug 18, 20268-K EDGAR
  12. Aug 18, 2026425 EDGAR
  13. Aug 14, 202610-Q EDGAR
  14. Aug 13, 2026425 EDGAR
  15. Aug 13, 2026425 EDGAR
  16. Aug 13, 20268-K EDGAR
  17. Aug 12, 2026425 EDGAR
  18. Aug 11, 2026425 EDGAR
  19. Aug 11, 2026425 EDGAR
  20. Aug 11, 2026425 EDGAR

The 309 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

33 open-market trades by officers, directors and large owners since October 2021: 33 buys and 0 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Jun 13, 2025Chicago Atlantic Advisers, LLC10% ownerBuy5,000$0.41$2.0KForm 4
Jun 12, 2025Chicago Atlantic Manager, LLC10% ownerBuy70,000$0.42$29.4KForm 4
Jun 11, 2025Chicago Atlantic GP Holdings, LLC10% ownerBuy113,900$0.40$45.6KForm 4
Jun 10, 2025Chicago Atlantic GP Holdings, LLC10% ownerBuy55,700$0.40$22.3KForm 4
Jun 9, 2025Chicago Atlantic Group GP, LLC10% ownerBuy36,600$0.41$15.0KForm 4
Jun 6, 2025Chicago Atlantic Group GP, LLC10% ownerBuy49,900$0.41$20.5KForm 4
Jun 5, 2025Chicago Atlantic GP Holdings, LLC10% ownerBuy6,000$0.40$2.4KForm 4
Jun 4, 2025Chicago Atlantic GP Holdings, LLC10% ownerBuy20,000$0.41$8.2KForm 4
Jun 3, 2025Chicago Atlantic Manager, LLC10% ownerBuy165,000$0.40$66.0KForm 4
Jun 2, 2025Chicago Atlantic Manager, LLC10% ownerBuy17,700$0.39$6.9KForm 4
May 29, 2025Chicago Atlantic Advisers, LLC10% ownerBuy44,500$0.38$16.9KForm 4
May 27, 2025Chicago Atlantic Advisers, LLC10% ownerBuy44,000$0.39$17.2KForm 4
May 23, 2025Chicago Atlantic Advisers, LLC10% ownerBuy20,000$0.38$7.6KForm 4
Apr 4, 2025Chicago Atlantic Advisers, LLC10% ownerBuy60,000$0.42$25.2KForm 4
Mar 31, 2025Chicago Atlantic Opportunity Portfolio, LP10% ownerBuy71,600$0.43$30.8KForm 4
Mar 28, 2025Chicago Atlantic Opportunity Portfolio, LP10% ownerBuy15,900$0.44$7.0KForm 4
Mar 27, 2025Chicago Atlantic Advisers, LLC10% ownerBuy10,000$0.45$4.5KForm 4
Mar 26, 2025Chicago Atlantic Advisers, LLC10% ownerBuy5,000$0.43$2.1KForm 4
Mar 25, 2025Chicago Atlantic Advisers, LLC10% ownerBuy3,500$0.41$1.4KForm 4
Mar 24, 2025Chicago Atlantic Advisers, LLC10% ownerBuy20,000$0.44$8.8KForm 4

All 33 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025John MazarakisChief Executive Officer and Co-Executive Chairman49$1$20.0M67
2025Tyson MacdonaldChief Financial Officer51$500.0K$10.3M67
2025Sean ApfelbaumGeneral Counsel37$145.8K$574.6K67
2024Tyson MacdonaldChief Financial Officer51$15.4K$815.4K67
2024John MazarakisChief Executive Officer and Co-Executive Chairman49$1$800.0K67

Money raised

Private offerings the company reported to the SEC on Form D.

  1. Aug 7, 2026Raised $47.7 million in a private offering of equity Form D: $48.7 million offered in all Form D
  2. Jun 18, 2026Raised $1.1 million in a private offering of securities Form D: 3 investors so far Form D
  3. Jun 5, 2026Raised $13.7 million in a private offering of debt Form D: 7 investors so far Form D
  4. Apr 8, 2026Raised $127.8 million in a private offering of equity Form D: $195.8 million offered in all Form D
  5. Apr 1, 2026Raised $50.6 million in a private offering of equity Form D: 19 investors so far Form D
  6. Dec 30, 2025Raised $1.7 million in a private offering of equity Form D: 9 investors so far Form D
  7. Oct 10, 2025Raised $62 million in a private offering of equity Form D: 22 investors so far Form D
  8. Jul 7, 2025Raised $10 million in a private offering of debt Form D: 1 investor so far Form D
  9. Dec 23, 2024Raised $81 million in a private offering of equity Form D: 41 investors so far Form D
  10. Nov 1, 2024Raised $10 million in a private offering of debt Form D: 1 investor so far Form D
  11. Jul 31, 2024Raised $5.4 million in a private offering of equity Form D: 14 investors so far Form D
  12. Apr 28, 2023Filed a private offering of equity Form D: $10 million offered in all Form D
  13. Apr 28, 2023Raised $90,625 in a private offering of equity Form D: 6 investors so far Form D

SEC filer profile

How Vireo Growth Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARVireo Growth Inc.1
  • CIK0001771706
  • Employer ID (EIN)82-38356555
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company5
  • Incorporated inBritish Columbia5
  • Fiscal year endsDecember 311
  • Industry code (SIC)2834 Pharmaceutical Preparations1
  • SEC reviewing officeOffice of Life Sciences, Division of Corporation Finance1
  • Business address207 South 9Th Street, Minneapolis, MN 554021
  • Phone612-999-16061
  • Shares outstanding1,057,131,571 Subordinate Voting Shares shares; 233,192 Multiple Voting Shares shares as of Mar 17, 20265
  • Public float$346.0M as of Jun 30, 20255
  • AuditorDAVIDSON & COMPANY LLP, Vancouver, BC PCAOB ID 731; no auditor attestation of internal control over financial reporting5
  • On EDGAR sinceApr 1, 20191
  • Filings356 in all: 8-K (89), 4 (75), 424B3 (29), 3 (19), 10-Q (17), D (17), 425 (13), CORRESP (7)1
    All 43 form types

    10-K (6), 8-K/A (6), DEFA14A (6), UPLOAD (6), 4/A (5), DEF 14A (5), EFFECT (4), S-3 (4), S-8 (4), SC 13G (4), 10-K/A (3), ARS (3), SC 13G/A (3), SCHEDULE 13G (3), 10-12G/A (2), PRER14A (2), SC 13D (2), SCHEDULE 13D (2), SCHEDULE 13D/A (2), SCHEDULE 13G/A (2), SEC STAFF LETTER (2), 10-12G (1), 15-12G (1), 3/A (1), D/A (1), DEFM14C (1), POS EX (1), PRE 14A (1), PRE 14C (1), PREM14A (1), PREM14C (1), S-1 (1), S-3/A (1), S-4 (1), SC 13D/A (1)

  • Latest filingsAnnual report (10-K) Mar 17, 2026
    Quarterly report (10-Q) Aug 14, 2026
    Proxy statement (DEF 14A) Apr 16, 2026
    Latest 8-K (8-K) Oct 8, 2026

Securities registered for trading

ClassSymbolExchange
NoneNONE

From the cover page of the 10-K filed Mar 17, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks Vireo Growth Inc. names in Item 1A of its 10-K filed Mar 17, 2026: 73 risks under these headings, as written.5

  • Risks Related to the Regulatory System and Business Environment for Cannabis
  • Marijuana remains illegal under U.S. federal law, exposing us significant risk including possible enforcement actions.
  • We operate in a highly regulated sector with complex and at times opposing regulatory regimes and may not always succeed in complying fully with applicable regulatory requirements in all jurisdictions where we conduct business.
  • 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).
  • 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.
  • As marijuana is illegal under U.S. federal law, we may be unable to gain access to U.S. bankruptcy protections in the event of our bankruptcy or a bankruptcy of an entity in which we invest.
  • U.S. state licensing regimes, collateral rules, and ownership limits could materially and adversely affect our business.
  • 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.
  • 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.
  • 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.
  • Risks Related to the Pending Transactions
  • 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.
The other 63 risks
  • The Company and the assets or businesses acquired in connection with the Pending Transactions may not integrate successfully.
  • 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.
  • 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.
  • The uncertainty surrounding the Pending Transactions could negatively impact Vireo's current and future operations, financial condition and prospects.
  • It may be challenging for the resulting Company after completion of the Pending Transactions 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 Pending Transactions as compared to their current ownership and voting interests.
  • We intend to issue subordinate voting shares as consideration in certain of the Pending 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 Pending Transactions commensurate with the ownership dilution they will experience in connection with the Pending Transactions.
  • If the Pending Transactions 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 Pending Transactions, if approved and effected.
  • Risks Related to our Business and Operations
  • We incurred net losses in fiscal years 2025 and 2024 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.
  • We are a holding company, and our earnings are dependent on the earnings and distributions of our subsidiaries.
  • 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.
  • Competition for the acquisition and leasing of properties suitable for the cultivation, production, and sale of medical and adult-use cannabis may impede our ability to make acquisitions or increase the cost of these acquisitions, which could materially, adversely affect our operating results and financial condition.
  • 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.
  • Our business depends on maintaining strong brand recognition and reputation in an industry heavily influenced by volatile public opinion and consumer perceptions of cannabis.
  • Our reputation and ability to do business may be negatively impacted by our suppliers’ inability to produce and ship products.
  • We rely on management agreements with third-party license holders, which exposes us to significant regulatory, operational, and counterparty risks.
  • We face security risks related to our physical facilities and cash transfers due to the mostly cash nature of the cannabis industry.
  • 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.
  • 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.
  • We may encounter increasingly strict environmental regulation in connection with our operations and the associated permitting, which may increase the expenses for cannabis production or subject us to enforcement actions by regulatory authorities.
  • We face risks related to our information technology systems, including potential cyber-attacks and security and privacy breaches.
  • 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.
  • Loss of our key management and other personnel, or an inability to attract new management and other personnel, could negatively impact our business, financial condition and results of operations.
  • We may be required to disclose personal information to government or regulatory entities.
  • We face risks related to our insurance coverage and uninsurable risks.
  • 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.
  • We face exposure to fraudulent or illegal activity by employees, contractors, consultants, and agents, which may subject us to investigations and actions.
  • We may be subject to growth-related risks.
  • Our intellectual property may be difficult to protect.
  • We may be exposed to infringement or misappropriation claims by third parties, which, if determined adversely to us, could subject us to significant liabilities and other costs.
  • 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.
  • Our products may be subject to product recalls, which may result in expense, legal proceedings, regulatory action, loss of sales and reputation, and diversion of management attention.
  • 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.
  • Our business, financial condition, results of operations, and cash flow may be negatively impacted by challenging global economic conditions and events.
  • Diseases and epidemics may adversely impact our business.
  • Risks Related to Our Securities
  • 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.
  • 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.
  • Additional issuances of Subordinate Voting Shares, or securities convertible into Subordinate Voting Shares, may result in dilution.
  • Sales of substantial numbers of Subordinate Voting Shares may have an adverse effect on their market price.
  • 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.
  • 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.
  • The concentration of ownership of our subordinate voting shares among our existing executive officers, directors, and principal shareholders may prevent new investors from influencing significant corporate decisions and matters submitted to shareholders for approval.
  • 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.
  • We are subject to increased costs as a result of being a public company in Canada and the United States.
  • 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.
  • 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.
  • Risks Related to Our Indebtedness and Lending Arrangements
  • Our substantial secured indebtedness could materially adversely affect our financial condition, limit our operational flexibility and reduce the value of our equity.
  • 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.
  • 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.
  • Certain Tax Risks
  • We are subject to Canadian and United States tax on our worldwide income.
  • We may incur significant tax liabilities and a reduction to our tax attributes due to limitations on tax deductions and credits under Section 280E of the Internal Revenue Code.
  • Dispositions of the Subordinate Voting Shares are subject to Canadian and/or United States tax.
  • Any audit by the IRS with respect to our receipt of an employee retention credit (“ERC”) under The Coronavirus Aid, Relief, and Economic Security (“CARES”) Act could result in additional taxes or costs to the Company.
  • Although we do not intend to pay dividends on our Subordinate Voting Shares, any such dividends would be subject to Canadian and/or United States withholding tax.
  • Taxation of Non-U.S. Holders upon a disposition of the Subordinate Voting Shares depends on whether we are classified as a United States real property holding corporation.
  • Changes in tax laws may affect the Company and holders of Subordinate Voting Shares.
  • 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.
  • ERISA imposes additional obligations on certain investors.

Legal proceedings

We are involved in various regulatory issues, claims and lawsuits arising in the ordinary course of business, none of which, in the opinion of management, other than as described below, is expected to have a material, adverse effect on our results of operations or financial condition.

Verano

On January 31, 2022, the Company entered into the Arrangement Agreement with Verano, pursuant to which Verano was to acquire all of the issued and outstanding shares of Vireo Growth pursuant to a Plan of Arrangement. Subject to the terms and conditions set forth in the Arrangement Agreement and the Plan of Arrangement, holders of Vireo Growth Shares would receive 0.22652 of a Verano Subordinate Voting Share, subject to adjustment as described below, for each Subordinate Voting Share held, and 22.652 Verano Subordinate Voting Shares for each Multiple Voting Share and Super Voting Share held, immediately prior to the effective time of the Arrangement.

On October 13, 2022, Vireo Growth received a notice of purported termination of the Arrangement Agreement (the “Notice”) from Verano. The Notice asserted certain breaches of the Arrangement Agreement, including claims the Company’s public filings and communications with respect to its business and ongoing operations were misleading and that the Company breached its representations to Verano under the Arrangement Agreement. Verano also claimed, as a result of such breaches, it is entitled to payment of a $14,875,000 termination fee and its transaction expenses. Vireo Growth denied all of Verano’s allegations and affirmatively asserted that it complied with its obligations under the Arrangement Agreement, and with its disclosure obligations under US and Canadian law, in all material respects at all times. The Company believes that Verano has no factual or legal basis to justify or support its purported termination of the Arrangement Agreement, which the Company determined to treat as a repudiation of the Arrangement Agreement.

The opening of Item 3, Legal Proceedings.5

Sources

The numbers on this page point here. Each one links to the record it came from.

  1. 1
  2. 2
  3. 3
  4. 4
  5. 5
  6. 6
  7. 7
  8. 8
  9. 9
  10. 10
  11. 11
  12. 12
  13. 13
  14. 14
  15. 15
  16. 16
  17. 17
  18. 18
  19. 19
  20. 20
  21. 21
  22. 22
  23. 23
  24. 24
  25. 25
  26. 26
  27. 27
  28. 28
  29. 29
  30. 30
  31. 31
  32. 32
  33. 33
  34. 34
  35. 35
  36. 36
  37. 37
  38. 38
  39. 39
  40. 40
  41. 41
  42. 42
  43. 43
  44. 44
    SEC EDGAROther events
  45. 45
  46. 46
  47. 47
  48. 48
  49. 49
  50. 50
  51. 51
  52. 52
  53. 53
  54. 54
  55. 55
  56. 56
  57. 57
  58. 58
  59. 59
  60. 60
  61. 61
  62. 62
  63. 63
  64. 64
  65. 65
  66. 66
  67. 67