What changed in this filing

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Item 1. Financial Statements

2025-11-12 compared with 2025-08-13 · 278 added, 282 removed, 655 unchanged (46% of the section changed)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

(In U.S Dollars, unaudited)

Dollars, unaudited)

September 30,

Current assets:

13 unchanged sentences

Accounts payable and accrued liabilities

Convertible debt, current portion

Long-term debt, current portion

1 unchanged sentence

Uncertain tax liability

Derivative liability

Liabilities held for sale

9 unchanged sentences

Subordinate Voting Shares ($- par value, unlimited shares authorized;

923,839,190 shares issued and outstanding at June 30, 2025 and 337,512,681 at December 31, 2024)

923,898,809 shares issued and outstanding at September 30, 2025 and 337,512,681 at December 31, 2024)

Multiple Voting Shares ($- par value, unlimited shares authorized;

259,632 shares issued and outstanding at June 30, 2025 and 285,371 at December 31, 2024)

259,632 shares issued and outstanding at September 30, 2025 and 285,371 at December 31, 2024)

Additional paid in capital

9 unchanged sentences

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Cost of sales

7 unchanged sentences

Total operating expenses

Income (loss) from operations

( 2,018,690 )

Income from operations

Other income (expense):

4 unchanged sentences

( 23,604,746 )

Gain (loss) on disposal of assets

Gain (loss) on disposal of assets and debt

( 7,837,671 )

( 7,843,515 )

Other income (expenses)

8 unchanged sentences

( 27,865,680 )

( 5,536,228 )

Current income tax expenses

2 unchanged sentences

( 19,876,000 )

( 6,770,000 )

Net loss and comprehensive loss

2 unchanged sentences

( 47,741,680 )

( 12,306,228 )

Net loss per share - basic and diluted

16 unchanged sentences

Shares issued

Conversion of convertible debt

( 12,306,228 )

Balance at June 30, 2024

Balance at September 30, 2024

( 215,734,280 )

8 unchanged sentences

Warrants exercised

Shares issued in Wholesome acquisition

Shares issued in Proper acquisition

Shares issued in Deep Roots acquisition

Shares issued in connection with Wholesome acquisition

Shares issued in connection with the Proper acquisition

Shares issued in connection with the Deep Roots acquisition

( 47,741,680 )

Balance at June 30, 2025

Balance at September 30, 2025

( 279,177,241 )

3 unchanged sentences

Equity (deficiency)

Balance, April 1, 2024

Balance, July 1, 2024

( 210,807,922 )

2 unchanged sentences

Stock-based compensation

Options exercised

Warrants exercised

Shares issued

Balance at June 30, 2024

Conversion of convertible debt

( 4,926,358 )

Balance, April 1, 2025

Balance at September 30, 2024

( 215,734,280 )

Conversion of MVS shares

( 11,003,227 )

Balance, July 1, 2025

( 252,878,380 )

Stock-based compensation

Options exercised

Shares issued

Net settlement of stock-based compensation

Shares issued in Wholesome acquisition

Shares issued in Proper acquisition

Shares issued in Deep Roots acquisition

Shares issued in connection with the Deep Roots acquisition

( 26,298,861 )

Balance at June 30, 2025

Balance at September 30, 2025

( 279,177,241 )

3 unchanged sentences

Dollars, unaudited)

Six Months Ended June 30,

Nine Months Ended September 30,

CASH FLOWS FROM OPERATING ACTIVITIES

11 unchanged sentences

( 3,284,619 )

Derivative (gain) loss

Loss on extinguishment of debt

Interest Expense

9 unchanged sentences

Accounts payable and accrued liabilities

( 18,800,446 )

Changes in operating lease liabilities

Purchase of marketable securities

( 1,829,045 )

9 unchanged sentences

( 8,974,901 )

Proceeds from note receivable

Purchase of marketable securities

( 1,012,527 )

Acquisition of WholesomeCo, Inc., net of cash paid

2 unchanged sentences

Capitalized software development costs

( 1,065,611 )

Net cash provided by (used in) investing activities

2 unchanged sentences

Proceeds from long-term debt, net of issuance costs

Proceeds from convertible debt, net of issuance costs

Proceeds from issuance of shares

6 unchanged sentences

Net cash provided by (used in) financing activities

( 10,202,091 )

Net change in cash

7 unchanged sentences

Vireo Growth Inc.

(“ Vireo Growth ” or the “ Company ”) (formerly, Goodness Growth Holdings, Inc.

) was incorporated under the Alberta Business Corporations Act on November 23, 2004.

The Company was previously listed on the Canadian Securities Exchange (the “ CSE ”) under the ticker symbol “GDNS”.

On July 8, 2024, the Company changed its name to Vireo Growth Inc., its ticker symbol on the CSE to “VREO” and its ticker symbol on the OTCQX to “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.

Vireo Growth operates cannabis cultivation, production, and dispensary facilities in Maryland, Minnesota, Missouri, Nevada, New York, and Utah.

(“ Vireo Growth ” or the “ Company ”) was incorporated under the Alberta Business Corporations Act on November 23, 2004, and continued under the British Columbia Corporations Act on December 9, 2013.

The Company's subordinate voting shares are listed on the Canadian Securities Exchange (the “ CSE ”) and quoted on the OTCQX under the ticker symbols “VREO” and “VREOF”, respectively.

Vireo Growth was founded in 2014 as a medical cannabis company and has since developed a disciplined, strategically aligned platform within the cannabis industry.

The Company’s mission is to provide safe access, quality products, and value to its customers.

Vireo Growth operates cultivation, production, and dispensary facilities in Maryland, Minnesota, Missouri, Nevada, New York, and Utah.

The Company allocates capital and talent to areas expected to generate long-term value and operates with a commitment to accountability, efficiency, and its stakeholders, including customers, employees, shareholders, and the communities it serves.

While marijuana and CBD-infused products are legal under the laws of several U.S.

2 unchanged sentences

Recently, some federal officials have attempted to distinguish between medical cannabis and adult-use cannabis by indicating that medical cannabis is necessary while adult-use cannabis is “still a violation of federal law.” At the present time, the distinction between “medical marijuana” and “adult-use marijuana” does not exist under U.S.

Update on Verano Litigation

On October 21, 2022, Vireo Growth commenced an action in the Supreme Court of British Columbia against Verano Holdings Corp.

(" Verano ") after Verano repudiated the Arrangement Agreement with the Company dated January 31, 2022 (the “ Arrangement Agreement ”).

The Company is seeking damages, costs and interest, based on Verano's breach of contract and breach of its duty of good faith and honest performance.

On May 2, 2024, the Company filed a Notice of Application (the " Summary Trial Application ") with the Supreme Court of British Columbia seeking summary determination.

The Company is seeking substantial damages, totaling $ 860.9 million, as well as other costs and legal fees, based on Verano’s breach of contract and breach of its duty of good faith and honest performance.

On June 19, 2024, Verano filed a Notice of Application (the “ Preliminary Suitability Application ”) seeking orders dismissing the Summary Trial Application on the basis that certain issues in the action are not suitable for summary determination.

The Preliminary Suitability Application is in the process of being scheduled.

Due to uncertainties inherent in litigation, it is not possible for Vireo Growth to predict the timing or final outcome of the legal proceedings against Verano or to determine the amount of damages, if any, that may be awarded.

See Note 16 “Commitments and Contingencies” for additional information.

Merger Agreements with Deep Roots, Proper and Wholesome

2 unchanged sentences

(“ NGH ”), and Proper Holdings Management, Inc.

(“ Proper MSA Newco ” and together with NGH, the “ Proper Companies ”) (the “ Proper Mergers ”), and (iii) WholesomeCo, Inc.

(“ Proper MSA Newco ” and together with Proper and NGH, the “ Proper Companies ”) (the “ Proper Mergers ”), and (iii) WholesomeCo, Inc.

(“ Wholesome ”) (the “ Wholesome Merger ” and collectively with the Deep Roots Merger and the Proper Mergers, the “ Mergers ” and each, a “ 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 (iii) the Proper Companies each merged with and into new wholly-owned subsidiaries of the Company.

Each of the Deep Roots Merger, the Proper Mergers and

Wholesome Merger closed during the quarter ended June 30, 2025.

Each of the Deep Roots Merger, the Proper Mergers and Wholesome Merger closed during the nine months ended September 30, 2025.

See Note 3 “Business Combinations and Dispositions” for additional information.

8 unchanged sentences

GAAP ”) and pursuant to the rules and regulations of the SEC.

In the opinion of management, the financial data presented includes all adjustments necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented.

opinion of management, the financial data presented includes all adjustments necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented.

Results of interim periods should not be considered indicative of the results for the full year.

2 unchanged sentences

Basis of consolidation

These unaudited condensed consolidated financial statements include the accounts of the following entities that were wholly owned, or effectively controlled by the Company during the period ended June 30, 2025:

Name of entity

11 unchanged sentences

Vireo Health de Puerto Rico, Inc.

Vireo Health of Colorado, LLC

Colorado, USA

Vireo Health of Nevada 1, LLC

41 unchanged sentences

Diluted net loss per share is computed by dividing net loss by the sum of the weighted average number of common shares and the number of potential dilutive common share equivalents outstanding during the period.

dilutive common share equivalents consist of the incremental common shares issuable upon the exercise of vested share options and the incremental shares issuable upon conversion of the convertible notes.

Potential dilutive common share equivalents consist of the incremental common shares issuable upon the exercise of vested share options and the incremental shares issuable upon conversion of the convertible notes.

Potential dilutive common share equivalents consist of stock options, warrants, and restricted stock units (“ RSUs ”).

In computing diluted earnings per share, common share equivalents are not considered in periods in which a net loss is reported, as the inclusion of the common share equivalents would be anti-dilutive.

The Company recorded a net loss for each of the three and six-month periods ended June 30, 2025 and 2024, as presented in these financial statements, and as such there is no difference between the Company’s basic and diluted net loss per share for these periods.

The anti-dilutive shares outstanding for the six-month periods ended June 30, 2025 and 2024, were as follows:

Six Months Ended

The Company recorded a net loss for each of the three and nine-month periods ended September 30, 2025 and 2024, as presented in these financial statements, and as such there is no difference between the Company’s basic and diluted net loss per share for these periods.

The anti-dilutive shares outstanding for the nine-month periods ended September 30, 2025 and 2024, were as follows:

Nine Months Ended

September 30,

Stock options

5 unchanged sentences

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

New accounting pronouncements not yet adopted

1 unchanged sentence

On December 18, 2024, the Company, entered into Merger Agreements with respect to the Mergers.

Each Merger was an all-share transaction whereby, at the closing of each applicable 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 (iii) the Proper entities each merged with and into new wholly-owned subsidiaries of the Company.

None of the Deep Roots Merger, the Proper Mergers or the Wholesome Merger were contingent on the completion of any of the other Mergers.

openings and expansion projects, and a US $ 0.52 share reference price for the Company’s subordinate voting shares (each subordinate voting share an “ SVS ” and collectively, the “ SVSs ”).

Pursuant to the Merger Agreements, former stockholders of Proper, Wholesome, and certain former stockholders of Deep Roots may qualify for earnout payments made with the Company’s SVSs following December 31, 2026, based on each target’s Adjusted EBITDA (as defined in the applicable Merger Agreement) growth compared to such target’s Closing EBITDA (as defined in the applicable Merger Agreement) (plus, with respect to Deep Roots, $ 1,000,000 in earnings before interest, taxes, depreciation and amortization (“ EBITDA ”) attributed to a new retail location) (at a 4 x multiple), adjusted for incremental debt and certain other matters, respectively, and paid out using a share price for the Company’s SVSs of the higher of US $ 1.05 or the 20 -day volume weighted average price of the Company’s SVSs on the CSE, converted to United States Dollars based on the average exchange rate posted by the Bank of Canada as of the end of each trading day during such 20 -day period, as reported by Bloomberg Finance L.P.

Each Merger was an all-share transaction whereby, at the closing of each applicable 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 (iii) the Proper entities each merged with and into new wholly-owned subsidiaries of the Company.

The consideration paid to acquire each of Deep Roots, Proper and Wholesome was based, in each case, in part, on an estimated multiple of a 2024 “Closing EBITDA,” which was pro forma for pending acquisitions, planned new retail openings and expansion projects, and a US $ 0.52 share reference price for the Company’s subordinate voting shares (each subordinate voting share an “ SVS ” and collectively, the “ SVSs ”).

Pursuant to the Merger Agreements, former stockholders of Proper, Wholesome, and certain former stockholders of Deep Roots may qualify for earnout payments made with the Company’s SVSs following December 31, 2026, based on each target’s adjusted earnings before interest, taxes, depreciation and amortization (“ Adjusted EBITDA ”) (as defined in the applicable Merger Agreement) growth compared to such target’s Closing EBITDA (as defined in the applicable Merger Agreement) (plus, with respect to Deep Roots, $ 1,000,000 in EBITDA attributed to a new retail location) (at a 4 x multiple), adjusted for incremental debt and certain other matters, respectively, and paid out using a share price for the Company’s SVSs of the higher of US $ 1.05 or the 20 -day volume weighted average price of the Company’s SVSs on the Canadian Securities Exchange (“ CSE ”), converted to United States Dollars based on the average exchange rate posted by the Bank of Canada as of the end of each trading day during such 20 -day period, as reported by Bloomberg Finance L.P.

(the “ VWAP ”) as of December 31, 2026.

32 unchanged sentences

The acquired intangible assets include cannabis licenses and developed technology which are treated as definite-lived intangible assets amortized over a 15 -year useful life.

Under the terms of the Merger Agreement, the selling shareholders of Wholesome may become eligible to receive contingent consideration in the form of the Company’s subordinate voting shares based on the growth in Adjusted EBITDA of the respective target company as of December 31, 2026, relative to a predefined Reference EBITDA.

The earnout amount is calculated using a 4 x multiple of the EBITDA increase (defined as the greater of actual 2026 Adjusted EBITDA or trailing nine-month annualized Adjusted EBITDA as of December 31, 2026, less the Reference EBITDA), subject to certain adjustments for incremental debt and other factors as defined in the Merger Agreements.

Additionally, the Wholesome Merger Agreement contains a clawback provision whereby up to 50 % of the initial merger consideration shares may be forfeited on December 31, 2026, if (a) 2026 Adjusted EBITDA underperforms 96.5 % of the Reference EBITDA, and (b) retail revenue market share or EBITDA margin for 2026 is less (or lower) than 2024 and (c) the 20 -day VWAP as of December 31, 2026 is greater than US $ 1.05 per share.

As of June 30, 2025, the Company has recorded a contingent consideration liability of $ 5,595,000 , which represents the estimated fair value of the potential earnout payments based on management’s current projections of Adjusted EBITDA performance relative to the Reference EBITDA thresholds.

As of September 30, 2025, the Company has recorded a contingent consideration liability of $ 9,441,000 , which represents the estimated fair value of the potential earnout payments based on management’s current projections of Adjusted EBITDA performance relative to the Closing EBITDA thresholds.

This contingent consideration is classified as a Level 3 liability within the fair value hierarchy and will be remeasured at each reporting date with changes in fair value recognized in earnings.

1 unchanged sentence

On May 12, 2025, the Company recognized a liability of $ 8,910,000 for uncertain tax positions related to the pre-acquisition periods in accordance with Accounting Standards Codification (“ ASC ”) 740, Income Taxes.

Consistent with the provisions of ASC 805-20-25-27, the Company also

recognized a corresponding indemnification asset of $ 6,910,000 , measured on the same basis as the related liability, which represents the uncertain tax liability recognized of $ 8,910,000 less $ 2,000,000 of tax specific cash contributions from Wholesome.

The indemnification asset was classified as a non-current asset in the Company’s condensed consolidated balance sheet as of June 30, 2025, and will be adjusted in future periods if the related liability is settled, released, or remeasured.

Changes in the fair value of the indemnification asset, if any, will be recorded in earnings in the same financial statement line item as the change in the related liability.

As of June 30, 2025, there were been no changes in the estimated amount of indemnified tax exposure or the related asset.

Supplemental pro forma information (unaudited)

Consistent with the provisions of ASC 805-20-25-27, the Company also recognized a corresponding indemnification asset of $ 6,910,000 , measured on the same basis as the related liability, which represents the uncertain tax liability recognized of $ 8,910,000 less $ 2,000,000 of tax specific cash contributions from Wholesome.

The indemnification asset was classified as a non-current asset in the Company’s condensed consolidated balance sheet as of September 30, 2025, and will be adjusted in future periods if the related liability is settled, released, or remeasured.

Changes in the fair value of the indemnification asset, if any, will be recorded in earnings in the same financial statement

line item as the change in the related liability.

As of September 30, 2025, there have been no changes in the estimated amount of indemnified tax exposure or the related asset.

Supplemental pro forma information (unaudited) for Wholesome Merger

The unaudited pro forma information for the periods set forth below gives effect to the Wholesome Merger as if the acquisition had occurred on January 1, 2025.

This pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved had the transaction been consummated as of that time nor does it purport to be indicative of future financial operating results.

Proforma revenues attributable to common shareholders for the three and six-month periods ended June 30, 2025 were $ 13,477,708 and $ 26,676,103 , respectively.

Proforma net loss attributable to common shareholders for the three and six month periods ended June 30, 2025 were $ 5,688,371 and $ 3 ,363,722, respectively.

Proforma revenues attributable to subordinate voting shareholders for the three and nine-month periods ended September 30, 2025 were $ 13,333,924 and $ 40,010,028 , respectively.

Proforma net loss attributable to subordinate voting shareholders for the three and nine month periods ended September 30, 2025 were $ 588,353 and $ 3,952,075 , respectively.

Unaudited pro forma net income reflects the adjustment of sales between the companies, and adjustments for alignment of significant differences in accounting principles and elections.

13 unchanged sentences

Intangible assets, license

Intangible assets, developed technology

Accounts payable and accrued liabilities

10 unchanged sentences

The acquired intangible assets include cannabis licenses and developed technology which are treated as definite-lived intangible assets amortized over a 15 -year useful life.

Under the terms of the Proper Merger Agreement, Proper Holdings LLC may become eligible to receive contingent consideration in the form of the Company’s SVSs based on the growth in 2026 Adjusted EBITDA of the respective target companies, relative to a predefined Closing EBITDA.

The earnout amount is calculated using a 4 x multiple of the EBITDA increase (defined as the greater of the actual 2026 Adjusted EBITDA or the trailing nine-month annualized Adjusted EBITDA as of December 31, 2026, less the Closing EBITDA), subject to certain adjustments for incremental debt and other factors as defined in the Merger Agreements.

Additionally, the Proper Merger Agreement contains a clawback provision whereby up to 50 % of the initial merger consideration shares may be forfeited, if 2026 Adjusted EBITDA underperforms 96.5 % of the Closing EBITDA.

As of June 30, 2025, the Company recorded a contingent consideration liability of $ 2,411,000 , which represents the estimated fair value of the potential earnout payments based on management’s current projections of Adjusted EBITDA performance relative to the Closing EBITDA thresholds.

As of September 30, 2025, the Company recorded a contingent consideration liability of $ 3,053,000 , which represents the estimated fair value of the potential earnout payments based on management’s current projections of Adjusted EBITDA performance relative to the Closing EBITDA thresholds.

This contingent consideration was classified as a Level 3 liability within the fair value hierarchy and will be remeasured at each reporting date with changes in fair value recognized in earnings.

As part of the Proper Merger, the sellers contractually agreed to indemnify the Company for certain pre-closing liabilities, including those related to unpaid uncertain tax liabilities.

As part of the Proper Mergers, the sellers contractually agreed to indemnify the Company for certain pre-closing liabilities, including those related to unpaid uncertain tax liabilities.

On June 5, 2025, the Company recognized a liability of $ 12,570,000 for uncertain tax positions related to the pre-acquisition periods in accordance with ASC 740, Income Taxes.

Consistent with the provisions of ASC 805-20-25-27, the Company also recognized a corresponding indemnification asset

of $ 5,311,551 , measured on the same basis as the related liability, which represents the uncertain tax liability recognized of $ 12,570,000 less $ 4,258,449 of income taxes receivable and $ 3,000,000 of tax specific cash contributions from Proper.

Consistent with the provisions of ASC 805-20-25-27, the Company also recognized a corresponding indemnification asset of $ 5,311,551 , measured on the same basis as the related liability, which represents the uncertain tax liability recognized of $ 12,570,000 less $ 4,258,449 of income taxes receivable and $ 3,000,000 of tax specific cash contributions from Proper.

Changes in the fair value of the indemnification asset, if any, will be recorded in earnings in the same financial statement line item as the change in the related liability.

As of June 30, 2025, there were no changes in the estimated amount of indemnified tax exposure or the related asset.

Supplemental pro forma information (unaudited)

The unaudited pro forma information for the periods set forth below gives effect to the Proper Merger as if the acquisition had occurred on January 1, 2025.

As of September 30, 2025, there were no changes in the estimated amount of indemnified tax exposure or the related asset.

Supplemental pro forma information (unaudited) for Proper Mergers

The unaudited pro forma information for the periods set forth below gives effect to the Proper Mergers as if the acquisition had occurred on January 1, 2025.

Proforma revenues attributable to common shareholders for the three and six-month periods ended June 30, 2025 were $ 24,902,524 and $ 46,305,802 , respectively.

Proforma net loss attributable to common shareholders for the three and six-month periods ended June 30, 2025 were $ 999,238 and $ 261,022 , respectively.

Proforma revenues attributable to subordinate voting shareholders for the three and nine-month periods ended September 30, 2025 were $ 24,856,947 and $ 71,162,748 , respectively.

Proforma net loss attributable to subordinate voting shareholders for the three and nine-month periods ended September 30, 2025 were $ 2,238,477 and $ 2,499,499 , respectively.

Unaudited pro forma net income reflects the adjustment of sales between the companies, and adjustments for alignment of significant differences in accounting principles and elections.

27 unchanged sentences

Consistent with the provisions of ASC 805-20-25-27, the Company also recognized a corresponding indemnification asset of $ 5,307,586 , measured on the same basis as the related liability, which represents the uncertain tax liability recognized of $ 15,603,307 less $ 8,295,721 of income taxes receivable and $ 2,000,000 of tax specific cash contributions from Deep Roots.

Under the terms of the Deep Roots Merger Agreement, the selling shareholders of Deep Roots may become eligible to receive contingent consideration in the form of the Company’s SVSs based on the growth in the Adjusted EBITDA of the respective target company as of December 31, 2026, relative to a predefined Closing EBITDA plus $ 1,000,000 in EBITDA attributed to a new retail location .

Additionally, the Deep Roots Merger Agreement contains a clawback provision whereby up to 50 % of the initial merger consideration shares may be forfeited, if (a) 2026 Adjusted EBITDA underperforms 96.5 % of the Closing EBITDA, and (b) the retail revenue market share or EBITDA margin for 2026 is less (or lower) than 2024 and (c) the 20 -day VWAP as of immediately prior to December 31, 2026 is greater than US$ 1.05 per share.

As of June 30, 2025, the Company recorded a contingent consideration liability of $ 2,625,000 , which represents the estimated fair value of the potential earnout payments based on management’s current projections of Adjusted EBITDA performance relative to the Closing EBITDA thresholds.

As of September 30, 2025, the Company recorded a contingent consideration liability of $ 2,425,000 , which represents the estimated fair value of the potential earnout payments based on management’s current projections of Adjusted EBITDA performance relative to the Closing EBITDA thresholds.

This contingent consideration was classified as a Level 3 liability within the fair value hierarchy and will be remeasured at each reporting date with changes in fair value recognized in earnings.

Changes in the fair value of the indemnification asset, if any, will be recorded in earnings in the same financial statement line item as the change in the related liability.

As of June 30, 2025, there were no changes in the estimated amount of the indemnified tax exposure or the related asset.

Supplemental pro forma information (unaudited)

As of September 30, 2025, there were no changes in the estimated amount of the indemnified tax exposure or the related asset.

Supplemental pro forma information (unaudited) for Deep Roots Merger

The unaudited pro forma information for the periods set forth below gives effect to the Deep Roots Merger as if the acquisition had occurred on January 1, 2025.

Proforma revenues attributable to common shareholders for the three and six-month periods ended June 30, 2025 were $ 25,110,791 and $ 48,795,832 , respectively.

Proforma net loss attributable to common shareholders for the three and six-month periods ended June 30, 2025 were $ 2,121,500 and $ 700,182 , respectively.

Proforma revenues attributable to subordinate voting shareholders for the three and nine-month periods ended September 30, 2025 were $ 24,971,054 and $ 73,766,886 , respectively.

Proforma net loss attributable to subordinate voting shareholders for the three and nine-month periods ended September 30, 2025 were $ 4,052,736 and $ 4,752,918 , respectively.

Unaudited pro forma net income reflects the adjustment of sales between the companies, and adjustments for alignment of significant differences in accounting principles and elections.

3 unchanged sentences

Assets Held for Sale

As of June 30, 2025, the Company identified property and equipment, deposits, and lease assets and liabilities associated with the businesses in New York, Nevada, and Massachusetts with carrying amounts that are expected to be recovered principally through sale or disposal rather than through continuing use.

As of September 30, 2025, the Company identified property and equipment, deposits, and lease assets and liabilities associated with the businesses in New York, Nevada, and Massachusetts with carrying amounts that are expected to be recovered principally through sale or disposal rather than through continuing use.

The Company believes the sale of these assets and liabilities is highly probable, they can be sold in their immediate condition, and the sales are expected to occur within the next twelve months.

1 unchanged sentence

The carrying value of these net assets did not exceed fair value less expected cost to sell, and as such, the Company recorded no impairment loss.

Assets and liabilities held for sale as of June 30, 2025 and December 31, 2024 were as follows:

Assets and liabilities held for sale as of September 30, 2025 and December 31, 2024 were as follows:

Assets held for sale

September 30,

Property and equipment

6 unchanged sentences

Current assets and liabilities held by our New York business have not been classified as held for sale.

Pre-tax operating losses attributable to the New York business were $ 8,531,224 and $ 7,757,409 for the six months ended June 30, 2025 and 2024, respectively.

Pre-tax operating losses attributable to the New York business were $ 11,292,936 and $ 12,152,587 for the nine months ended September 30, 2025 and 2024, respectively.

Fair Value Measurements

5 unchanged sentences

The Company’s non-financial assets, such as prepayments and other current assets, long lived assets, including property and equipment and intangible assets, are measured at fair value when there is an indicator of impairment and are recorded at fair value only when an impairment charge is recognized.

No indicators of impairment existed as of June 30, 2025, and therefore no impairment charges were recorded.

No indicators of impairment existed as of September 30, 2025, and therefore no impairment charges were recorded.

The carrying value of the Company’s marketable securities, accounts receivable, accounts payable, and accrued liabilities approximate their fair value due to their short-term nature, and the carrying value of notes receivable, long-term debt, and convertible debt approximates fair value as they bear a market rate of interest.

The carrying value of the Company’s derivative liabilities utilize Level 2 inputs given the inputs are indirectly observable but not quoted for identical contracts.

The carrying value of the Company’s warrants held and contingent consideration utilize Level 3 inputs given there is no market activity for the asset.

1 unchanged sentence

Accounts Receivable

Trade receivables as of June 30, 2025 and December 31, 2024 were comprised of the following items:

Trade receivables as of September 30, 2025 and December 31, 2024 were comprised of the following items:

September 30,

Trade receivables, net

Tax withholding receivables, net

Included in the trade receivables, net balance at June 30, 2025, and December 31, 2024, was an allowance for doubtful accounts of $ 166,765 and $ 84,989 , respectively.

Included in the trade receivables, net balance at September 30, 2025, and December 31, 2024, was an allowance for doubtful accounts of $ 1,027,316 and $ 84,989 , respectively.

Included in the tax withholding receivable, net balance at December 31, 2024, was an allowance for doubtful accounts of $ 159,275 .

Inventory as of June 30, 2025 and December 31, 2024 was comprised of the following items:

Inventory as of September 30, 2025 and December 31, 2024 was comprised of the following items:

September 30,

Work-in-progress

Finished goods

Non-cash fair value step up

In connection with the closing of the Mergers, the Company recorded the acquired inventories at their estimated fair values in accordance with ASC 805, Business Combinations .

1 unchanged sentence

The estimated fair value of the inventory exceeded cost, resulting in a fair value step-up adjustment to acquired inventories totaling $ 16,549,749 .

During the three and six-months ended June 30, 2025, $ 4,152,108 of amortization associated with this fair value step-up was recorded.

This amortization was recorded to cost of sales in the consolidated statement of loss and comprehensive loss for the three and six month periods ended June 30, 2025.

During the three and nine-months ended September 30, 2025, $ 12,397,641 and $ 16,549,749 , respectively, of amortization associated with this fair value step-up was recorded.

This amortization was recorded to cost of sales in the consolidated statement of loss and comprehensive loss for the three and nine month periods ended September 30, 2025.

Inventory is written down for any obsolescence, spoilage and excess inventory or when the net realizable value of inventory is less than the carrying value.

Inventory valuation adjustments included in cost of sales on the statements of net loss and comprehensive loss for the three and six months ended June 30, 2025 and 2024 were comprised of the following:

Three Months Ended June 30,

Six Months Ended June 30,

Inventory valuation adjustments included in cost of sales on the statements of net loss and comprehensive loss for the three and nine months ended September 30, 2025 and 2024 were comprised of the following:

Three Months Ended September 30,

Nine Months Ended September 30,

Work-in-progress

Finished goods

On February 14, 2024, Proper entered into, among other things, an Asset Purchase Agreement (the “ OGI Asset Purchase Agreement ”) and a Management Service Agreement (the “ Management Service Agreement ”) with Occidental Group,

In connection with the OGI Asset Purchase Agreement, Proper advanced $ 4,365,858 , which is fully refundable in the event the OGI Asset Purchase Agreement does not close.

Given that the OGI Asset Purchase Agreement had not closed as of June 30, 2025, the advance was included in deposits at June 30, 2025 on the condensed consolidated balance sheet.

The transactions contemplated by the OGI Asset Purchase Agreement closed on July 10, 2025.

On August 20, 2024, Proper entered into an agreement to acquire a dispensary license from ROI Wellness Center IV, LLC.

In accordance with the agreement, Proper made an advance of $ 2,500,000 , which is fully refundable in the event the Missouri Department of Health Senior Services does not approve the transfer of the license.

The license transfer has not been approved, and as such, the advance was included in deposits at June 30, 2025 on the condensed consolidated balance sheet.

At June 30, 2025 and December 31, 2024, the Company’s deposits were comprised of the following:

Occidental Group Inc.

ROI Wellness, LLC

Other Deposits

Derivative Liability

During the nine months ended September 30, 2025 , the Company entered into an interest rate swap contract with each of East West Bank and Western Alliance Bank for a notional amount of $ 15,000,000 per swap contract and an effective date of August 4, 2025 , to hedge a portion of the interest rate exposure on its First Lien Term Loan (as defined in Note 12) that bears interest at a floating rate based on the Secured Overnight Financing Rate (“SOFR”).

Under the terms of the swaps, the Company pays a fixed interest rate of 3.70 % and receives a variable rate equal to SOFR on the same notional amount.

The swap matures on July 31, 2027.

See Note 12 "Long-Term Debt" for additional information.

The swaps are designated as a cash flow hedge of forecasted variable interest payments under ASC 815-30.

Hedge effectiveness is assessed prospectively and retrospectively using the hypothetical derivative method, and the hedge has been deemed highly effective since inception.

These derivative instruments are recorded at fair value in the consolidated balance sheet with the changes in fair value of the derivative instruments that qualify as effective hedges being recorded as other income on the statement of loss and comprehensive loss for the three and nine month periods ended September 30, 2025.

During the three and nine months ended September 30, 2025, the Company recorded other expense of $ 160,778 related to the changes and fair value of these derivative instruments.

Property and Equipment, Net

As of June 30, 2025 and December 31, 2024, the Company’s property and equipment, net consisted of the following:

As of September 30, 2025 and December 31, 2024, the Company’s property and equipment, net consisted of the following:

September 30,

Buildings and leasehold improvements

5 unchanged sentences

( 10,319,975 )

For the six months ended June 30, 2025 and 2024, total depreciation on property and equipment was $ 1,853,234 and $ 1,267,612 , respectively.

For the six months ended June 30, 2025 and 2024, accumulated amortization of the right of use asset under finance lease amounted to $ 2,676,844 and $ 2,651,438 , respectively.

The right of use asset (the “ ROU ”) under finance lease of $ 7,572,566 consists of leased processing and cultivation premises.

The Company capitalized $ 1,388,536 and $ 1,121,141 into inventory relating to depreciation associated with manufacturing equipment and production facilities for the six months ended June 30, 2025 and 2024, respectively.

For the nine months ended September 30, 2025 and 2024, total depreciation on property and equipment was $ 4,194,595 and $ 1,901,198 , respectively.

For the nine months ended September 30, 2025 and 2024, accumulated amortization of the right of use asset (the “ ROU ”) under finance lease amounted to $ 2,759,356 and $ 2,408,998 , respectively.

The right of use asset under finance lease of $ 7,572,566 consists of leased processing and cultivation premises.

The Company capitalized $ 3,177,308 and $ 1,678,435 into inventory relating to depreciation associated with manufacturing equipment and production facilities for the nine months ended September 30, 2025 and 2024, respectively.

The associated capitalized depreciation costs are added to inventory and expensed as cost of sales when the product is sold.

As of each of June 30, 2025 and 2024, in conjunction with the Company’s held for sale assessment and disposal of certain long-lived assets, the Company evaluated whether property and equipment showed any indicators of impairment, and it was determined that the recoverable amount of certain net assets was above book value.

As of each of September 30, 2025 and 2024, in conjunction with the Company’s held for sale assessment and disposal of certain long-lived assets, the Company evaluated whether property and equipment showed any indicators of impairment, and it was determined that the recoverable amount of certain net assets was above book value.

As a result, the Company recorded no impairment charge on property and equipment, net.

Components of the Company’s lease expenses as of June 30, 2025 and 2024 are listed below:

Components of the Company’s lease expenses as of September 30, 2025 and 2024 are listed below:

September 30,

Finance lease cost

6 unchanged sentences

Finance Leases

June 30, 2025

September 30, 2025

Total minimum lease payments

9 unchanged sentences

The Company has entered into various lease agreements for the use of buildings used in the production and retail sales of cannabis products.

Supplemental cash flow information related to the Company’s leases for the six months ended June 30, 2025 and 2024 is detailed below:

Six Months Ended

Supplemental cash flow information related to the Company’s leases for the nine months ended September 30, 2025 and 2024 is detailed below:

Nine Months Ended

September 30,

Cash paid for amounts included in the measurement of lease liabilities:

3 unchanged sentences

Amortization of operating leases

Other information about the Company’s lease amounts as of June 30, 2025 and 2024 is recognized in the financial statements and outlined below:

Other information about the Company’s lease amounts as of September 30, 2025 and 2024 is recognized in the financial statements and outlined below:

September 30,

Weighted-average remaining lease term (years) – operating leases

2 unchanged sentences

Weighted-average discount rate – finance leases

Intangible assets as of June 30, 2025 and December 31, 2024 were comprised of the following items:

Intangible assets as of September 30, 2025 and December 31, 2024 were comprised of the following items:

Licenses & Trademarks

3 unchanged sentences

Acquisitions (Note 3)

Balance, June 30, 2025

Amortization expense for the Company’s intangibles was $ 729,681 and $ 934,491 during the three and six months ended June 30, 2025, respectively, and $ 204,812 and $ 409,624 during the three and six months ended June 30, 2024, respectively.

The Company capitalized into inventory $ 15,358 and $ 40,136 of amortization for the three and six months ended June 30, 2025, respectively, and $ 24,779 and $ 49,557 for the three and six months ended June 30, 2024, respectively.

Capitalization of internally generated software costs

( 2,357,811 )

( 2,489,408 )

Balance, September 30, 2025

Amortization expense for the Company’s intangibles was $ 1,554,917 and $ 2,489,408 during the three and nine months ended September 30, 2025, respectively, and $ 204,813 and $ 614,437 during the three and nine months ended September 30, 2024, respectively.

The Company capitalized into inventory $ 24,687 and $ 64,823 of amortization for the three and nine months ended September 30, 2025, respectively, and $ 24,778 and $ 74,336 for the three and nine months ended September 30, 2024, respectively.

Amortization expense is recorded in operating expenses on the unaudited condensed consolidated statements of net loss and comprehensive loss.

1 unchanged sentence

Accounts Payable, Accrued Liabilities, and Restricted Cash

Accounts payable and accrued liabilities as of June 30, 2025 and December 31, 2024 were comprised of the following items:

Accounts payable and accrued liabilities as of September 30, 2025 and December 31, 2024 were comprised of the following items:

September 30,

Accounts payable – trade

2 unchanged sentences

Contract liability

Liability to sellers

Total accounts payable and accrued liabilities

In connection with the closing of the Mergers and the related Merger Agreements, the Company is required to distribute cash to the former equity holders of Deep Roots and Proper.

At June 30, 2025, $ 7,054,563 had yet to be distributed to the former stockholders of such entities.

As such, the Company reclassified this cash as restricted cash, and recorded an associated liability, on the unaudited condensed consolidated balance sheet at June 30, 2025.

The restricted cash was subsequently distributed after June 30, 2025 .

See Note 3 “Business Combinations and Dispositions” and Note 23 “Subsequent Events” for additional information

In connection with the closing of the Mergers and the related Merger Agreements, the Company is required to distribute cash to the former stockholders of Deep Roots and Proper.

At September 30, 2025, $ 250,000 had yet to be distributed to the former stockholders of such entities.

As such, the Company reclassified this cash as restricted cash, and recorded an associated liability, on the unaudited condensed consolidated balance sheet at September 30, 2025.

As of September 30, 2025, the Company maintained a restricted cash account pursuant to the terms of the First Lien Term Loan (Note 12).

Under the First Lien Term Loan, the Company is required to hold certain cash balances in a fully blocked deposit account (the “ Restricted Cash Account ”).

The Restricted Cash Account is pledged as collateral to pay down the debt and may not be withdrawn or otherwise used by the Company without the consent of the Administrative Agent.

Accordingly, the balance of $ 20,137,632 in this account is classified as restricted cash on the consolidated balance sheet.

Long-Term Debt

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 was repaid in full during the three months ended March 31, 2025.

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 (“ PIK ”) 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 was included in interest expense in the consolidated statements of loss and comprehensive loss for the six months ended June 30, 2025, and 2024.

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, PIK interest of 2 % per annum and a maturity date of November 29, 2024.

Obligations under the Credit Facility are secured by substantially all the assets of the Company.

On January 31, 2022, Vireo Growth and certain of its subsidiaries, as borrowers (collectively, the “ 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 PIK 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 " Chicago Atlantic Admin "), 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 were recorded as 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.

On April 30, 2024, the Company executed a short-term extension of the maturity date on the Credit Facility with Chicago Atlantic Admin.

The Credit Facility was extended until June 14, 2024 and then further extended to July 31, 2024.

In connection with these extensions, no other changes were made to the material terms of the existing agreement.

On May 21, 2024 the Company executed a $ 1,200,000 term loan with Chicago Atlantic Admin 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, adjusts and extends the deadline with respect to the Company’s ongoing disposition of its New York operations through July 31, 2025, 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 amendment.

These 12,500,000 shares were valued at $ 5,387,500 using a fair value per share of $ 0.431 and were recorded as a deferred financing cost.

Long-Term Debt Arising from Acquisitions

In connection with the closing of the Proper Mergers, the Company acquired $ 25,502,655 of notes payable due to Chicago Atlantic Admin.

The unpaid principal amounts outstanding bear 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 , is payable monthly, and the note matures on November 28, 2025.

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 “Business Combinations and Dispositions” for additional information.

In connection with the closing of the Deep Roots Merger, the Company acquired $ 19,166,670 of notes payable due to Chicago Atlantic Admin.

The unpaid principal amounts outstanding bear interest at a rate of (a) the U.S.

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 , is payable monthly, and the note matures on August 15, 2027.

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 “Business Combinations and Dispositions” for additional information.

In connection with the closing of the Wholesome Merger, the Company acquired a $ 8,766,340 term loan bearing an interest rate of 11.25 %, payable monthly in cash.

In connection with the closing of the Wholesome Merger, the Company became obligated on a $ 8,766,340 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 acquired $ 1,000,000 of promissory notes bearing an interest rate of 13.00 %, payable monthly cash.

Additionally, the Company became obligated on $ 1,000,000 of promissory notes bearing an interest rate of 13.00 %, payable monthly cash.

See Note 3 “Business Combinations and Dispositions” for additional information.

First Lien Term Loan and Chicago Atlantic Term Loan

On July 7, 2025, the Company entered into a Loan and Security Agreement (the “First Lien Term Loan”), effective July 3, 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 June 30, 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 7, 2025, the Company entered into a secured term loan (the “Chicago Atlantic Term Loan”), effective July 3, 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.

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.

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 $ 8,627,647 , of which $ 4,911,988 relates to the extinguishment of unamortized financing costs associated with the retired debt obligations, and $ 3,715,659 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 three and nine months ended September 30, 2025.

Unless otherwise specified, all deferred financing costs are treated as a contra-liability, to be netted against the outstanding loan balance and amortized over the remaining life of the loan.

As of June 30, 2025, and December 31, 2024, $ 5,161,990 and $ 6,576,985 of deferred financing costs remained unamortized, respectively.

The following table shows a summary of the Company’s long-term debt as of June 30, 2025, and December 31, 2024:

As of September 30, 2025, and December 31, 2024, $ 5,704,695 and $ 6,576,985 of deferred financing costs remained unamortized, respectively.

The following table shows a summary of the Company’s long-term debt as of September 30, 2025, and December 31, 2024:

September 30,

Beginning of period

3 unchanged sentences

( 1,234,000 )

Debt extinguishment

( 109,071,396 )

Deferred financing costs

( 6,210,486 )

( 7,418,770 )

Amortization of deferred financing costs

2 unchanged sentences

Total long-term debt

As of June 30, 2025, stated maturities of long-term debt were as follows:

As of September 30, 2025, stated maturities of long-term debt were as follows:

Convertible Notes

1 unchanged sentence

On November 1, 2024, the Company entered into the Joinder and Tenth Amendment to the Credit 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 % per year, and are convertible into the Company’s SVSs at an amount determined by dividing the outstanding principal amount, plus all accrued but unpaid interest on the New Convertible Notes on the date of such conversion, by a conversion price of $ 0.625 .

The Tenth Amendment provides a convertible note facility (the “ Convertible Notes ”) with a maximum principal amount of $ 10,000,000 .

The Convertible Notes mature on November 1, 2027, have a cash interest rate of 12.0 % per year, and are convertible into the Company’s SVSs at an amount determined by dividing the outstanding principal amount, plus all accrued but unpaid interest on the Convertible Notes on the date of such conversion, by a conversion price of $ 0.625 .

The Company incurred $ 145,717 in financing costs in connection with the signing of the Tenth Amendment.

On July 7, 2025, the Company retired the Convertible Notes, and issued a $ 10,000,000 convertible note (the “ New Convertible Notes ”) to Chicago Atlantic Opportunity Finance, LLC, also with a second priority interest, that matures on October 2, 2028 with an option to extend for an additional year subject to a 1 % extension fee of all Chicago Atlantic loans advanced, has a cash interest rate of Prime Rate (subject to a 7.5 % floor) plus 5.0 % per year, and is convertible into that

number of the Company’s subordinate voting shares determined by dividing the outstanding principal amount plus all accrued but unpaid interest on the convertible notes on the date of such conversion by a conversion price of $ 0.625 .

All deferred financing costs are treated as a contra-liability, to be netted against the outstanding loan balance and amortized over the remaining life of the loan.

As of June 30, 2025 and December 31, 2024, $ 113,336 and $ 137,622 of deferred financing costs remained unamortized, respectively.

The following table shows a summary of the Company’s convertible debt as of June 30, 2025 and December 31, 2024:

As of September 30, 2025 and December 31, 2024, $ 103,891 and $ 137,622 of deferred financing costs remained unamortized, respectively.

The following table shows a summary of the Company’s convertible debt as of September 30, 2025 and December 31, 2024:

September 30,

Beginning of period

Principal repayments

( 10,000,000 )

Deferred financing costs

5 unchanged sentences

Stockholders’ Equity

The Company’s certificate of incorporation authorized the Company to issue the following classes of shares with the following par value and voting rights as of June 30, 2025.

The Company’s certificate of incorporation authorized the Company to issue the following classes of shares with the following par value and voting rights as of September 30, 2025.

The liquidation and dividend rights are identical among shares equally in the Company’s earnings and losses on an as converted basis.

10 unchanged sentences

Shares Issued

During the six months ended June 30, 2025, 134,229,986 Subordinate Voting Shares were issued in connection with the Wholesome Merger.

During the nine months ended September 30, 2025, 134,229,986 Subordinate Voting Shares were issued in connection with the Wholesome Merger.

See Note 3 “Business Combinations and Dispositions” for additional information.

During the six months ended June 30, 2025, 196,212,265 Subordinate Voting Shares were issued in connection with the Proper Merger.

During the nine months ended September 30, 2025, 196,212,265 Subordinate Voting Shares were issued in connection with the Proper Mergers.

See Note 3 “Business Combinations and Dispositions” for additional information.

During the six months ended June 30, 2025, 251,210,053 Subordinate Voting Shares were issued in connection with the Deep Roots Merger.

During the nine months ended September 30, 2025, 251,210,053 Subordinate Voting Shares were issued in connection with the Deep Roots Merger.

See Note 3 “Business Combinations and Dispositions” for additional information.

During the six months ended June 30, 2025, 25,739 Multiple Voting Shares were converted into 2,573,900 Subordinate Voting Shares for no additional consideration.

During the six months ended June 30, 2025, employee stock options were exercised for 448,547 Subordinate Voting Shares.

During the nine months ended September 30, 2025, 25,739 Multiple Voting Shares were converted into 2,573,900 Subordinate Voting Shares for no additional consideration.

During the nine months ended September 30, 2025, employee stock options were exercised for 508,165 Subordinate Voting Shares.

Proceeds from this transaction were $ 90,890 .

During the six months ended June 30, 2025, stock warrants were exercised for 265,626 Subordinate Voting Shares.

During the nine months ended September 30, 2025, 2025, stock warrants were exercised for 265,626 Subordinate Voting Shares.

Proceeds from these transactions were $ 38,516 .

During the six months ended June 30, 2025, 1,752,003 shares were issued in connection with the settlement of RSUs.

During the nine months ended September 30, 2025 , 2025, 1,752,003 shares were issued in connection with the settlement of RSUs.

365,871 shares were net settled to pay payroll taxes associated with the issuance, resulting in the final issuance of 1,386,132 shares.

During the six months ended June 30, 2024, 30,479 Multiple Voting Shares were converted into 3,047,900 Subordinate Voting Shares for no additional consideration.

During the six months ended June 30, 2024, 1,300,078 Subordinate Voting Shares were issued to the Company’s senior secured lender, Chicago Atlantic Opportunity Portfolio, LP, for $ 700,000 of proceeds.

During the six months ended June 30, 2024, employee stock options were exercised for 50,000 Subordinate Voting Shares.

During the nine months ended September 30, 2024, 32,879 Multiple Voting Shares were converted into 3,287,900 Subordinate Voting Shares for no additional consideration.

During the nine months ended September 30, 2024, 12,500,000 Subordinate Voting Shares were issued to the Company’s senior secured lender in connection with an amendment to the Company’s credit agreement.

During the nine months ended September 30, 2024, 1,300,078 Subordinate Voting Shares were issued to the Company’s senior secured lender, Chicago Atlantic Opportunity Portfolio, LP, for $ 700,000 of proceeds.

During the nine months ended September 30, 2024, the holders of the Company’s Convertible Notes voluntarily converted all outstanding convertible notes into 73,016,061 Subordinate Voting Shares of the Company.

During the nine months ended September 30, 2024, employee stock options were exercised for 50,000 Subordinate Voting Shares.

Proceeds from this transaction were $ 16,500 .

During the six months ended June 30, 2024, stock warrants were exercised for 200,000 Subordinate Voting Shares.

During the nine months ended September 30, 2024, stock warrants were exercised for 303,127 Subordinate Voting Shares.

Proceeds from these transactions were $ 43,953 .

2 unchanged sentences

In January 2019, the Company adopted the 2019 Equity Incentive Plan (the “ EIP ”) under which the Company may grant incentive stock options, restricted shares, restricted share units, or other awards.

Under the terms of the EIP, a total of ten percent of the number of shares outstanding, assuming conversion of all super voting shares and MVSs to SVSs are permitted to be issued.

Under the terms of the EIP, a total of ten percent of the number of shares outstanding from time to time, assuming conversion of all super voting shares and MVSs to SVSs are permitted to be issued.

The exercise price for incentive stock options issued under the EIP will be set by the compensation committee of the Company’s board of directors but will not be less than 100 % of the fair market value of the Company’s shares on the date of grant.

1 unchanged sentence

The incentive stock options vest at the discretion of the Company’s board of directors.

Options granted under the EIP as of June 30, 2025 and 2024 were valued using the Black-Scholes option pricing model with the following weighted average assumptions:

Options granted under the EIP as of September 30, 2025 and 2024 were valued using the Black-Scholes option pricing model with the following weighted average assumptions:

September 30,

Risk-Free Interest Rate

6 unchanged sentences

Expected Dividend Yield

Stock option activity for the six months ended June 30, 2025, and for the year ended December 31, 2024, is presented below:

Stock option activity for the nine months ended September 30, 2025, and for the year ended December 31, 2024, is presented below:

Weighted Average

6 unchanged sentences

Options Outstanding at December 31, 2024

Options Outstanding at June 30, 2025

Options Exercisable at June 30, 2025

During the three and six-month periods ended June 30, 2025, the Company recognized $ 185,345 and $ 358,067 , respectively, in stock-based compensation related to stock options, respectively.

During the three and six-month periods ended June 30, 2024, the Company recognized ($ 60,751 ) and $ 25,981 , respectively, in stock-based compensation related to stock options, respectively.

As of June 30, 2025, the total unrecognized compensation costs related to unvested stock options awards granted was $ 428,091 .

( 2,949,726 )

Options Outstanding at September 30, 2025

Options Exercisable at September 30, 2025

During the three and nine-month periods ended September 30, 2025, the Company recognized $ 121,976 and $ 480,042 , respectively, in stock-based compensation related to stock options.

During the three and nine-month periods ended September 30, 2024, the Company recognized $ 615,215 and $ 641,196 respectively, in stock-based compensation related to stock options.

As of September 30, 2025, the total unrecognized compensation costs related to unvested stock options awards granted was $ 245,576 .

In addition, the weighted average period over which the unrecognized compensation expense is expected to be recognized is approximately 1.5 years.

The total intrinsic value of stock options outstanding and exercisable as of June 30, 2025, was $ 3,364,604 and $ 3,227,358 , respectively.

The total intrinsic value of stock options outstanding and exercisable as of September 30, 2025, was $ 8,042,047 and $ 7,638,552 , respectively.

The Company does not estimate forfeiture rates when calculating compensation expense.

The Company records forfeitures as they occur.

Subordinate Voting Share (SVS) warrants entitle the holder to purchase one Subordinate Voting Share of the Company.

Warrants to purchase SVS entitle the holder to purchase one SVS of the Company.

A summary of the warrants outstanding is as follows:

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Warrants outstanding at December 31, 2024

Warrants outstanding at June 30, 2025

Warrants exercisable at June 30, 2025

Warrants outstanding at September 30, 2025

Warrants exercisable at September 30, 2025

Weighted Average

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Warrants outstanding at December 31, 2023 and 2024

Warrants outstanding at June 30, 2025

Warrants exercisable at June 30, 2025

Warrants outstanding at September 30, 2025

Warrants exercisable at September 30, 2025

The expense associated with RSUs is based on the closing share price of the Company’s subordinate voting shares on the business day immediately preceding the grant date, adjusted for the absence of future dividends and is amortized on a straight-line basis over the periods during which the restrictions lapse.

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The awards are generally subject to forfeiture in the event of termination of employment.

During the three and six-months ended June 30, 2025, the Company recognized $ 3,965,285 and $ 5,253,414 , respectively, in stock-based compensation expense related to RSUs.

During the three and six months periods ended June 30, 2024, the Company recognized $ 183 and $ 93,240 , respectively, in stock-based compensation expense related to RSUs.

During the three and nine-months ended September 30, 2025, the Company recognized $ 3,884,736 and $ 9,138,150 , respectively, in stock-based compensation expense related to RSUs.

During the three and nine months periods ended September 30, 2024, the Company recognized $ 689,704 and $ 782,944 , respectively, in stock-based compensation expense related to RSUs.

A summary of RSUs is as follows:

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( 1,752,453 )

Balance, June 30, 2025

Vested at June 30, 2025

Balance, September 30, 2025

Vested at September 30, 2025

Commitments and Contingencies

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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.

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.

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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 denies all of Verano’s allegations and affirmatively asserts that it has 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.

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.

On October 21, 2022, Vireo Growth commenced an action in the Supreme Court of British Columbia against Verano after Verano wrongfully repudiated the Arrangement Agreement.

The Company is seeking damages, costs and interest, based on Verano's breach of contract and of its duty of good faith and honest performance.

The Company sought damages, costs and interest, based on Verano's breach of contract and of its duty of good faith and honest performance.

On November 14, 2022, Verano filed counterclaims against the Company for the termination fee and transaction expenses described above.

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On May 2, 2024, the Company filed the Summary Trial Application the Supreme Court of British Columbia for summary determination.

The Company is seeking substantial damages, specifically US $ 860.9 million, as well as other costs and legal fees, based on Verano’s breach of contract and of its duty of good faith and honest performance.

The Company sought substantial damages, specifically US $ 860.9 million, as well as other costs and legal fees, based on Verano’s breach of contract and of its duty of good faith and honest performance.

On June 19, 2024, Verano filed the Preliminary Suitability Application seeking orders dismissing the Summary Trial Application on the basis that certain issues in the action are not suitable for summary determination.

The Preliminary Suitability Application is in the process of being scheduled

The damages sought will be significant and material given that Verano’s breach left the Company in a vulnerable position resulting in the Company being constrained in its ability to fund growth initiatives that were desirable and that its competitors were able to undertake, most notably in Minnesota and New York markets.

On October 29, 2025, the Company reached a comprehensive settlement (the “Settlement Agreement”) dismissing all outstanding litigation matters between the Company and Verano that are pending before the Supreme Court of British Columbia, Canada.

The terms of the Settlement Agreement were approved by the respective Boards of Directors of both Companies.

The value of the settlement to Vireo is approximately $ 10,000,000 consisting of the acquisition of real property and $ 1,000,000 in cash.

Lease commitments

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Selling, General and Administrative Expenses

Selling, general and administrative expenses were comprised of the following items for the three and six months ended June 30, 2025 and 2024:

Selling, general and administrative expenses were comprised of the following items for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Salaries and benefits

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Additional relief provisions were later passed by the United States government, which extended and slightly expanded the qualified wage caps on these credits through December 31, 2021.

Based on these additional provisions, the CARES Employee Retention Credit is now equal to 70% of qualified wages paid to employees during a quarter, and the

limit on qualified wages per employee has been increased to $10,000 of qualified wages per quarter.

The Company applied for and received a CARES Employee Retention Credit equal to $ 0 and $ 972,888 , respectively, for the three and six months ended June 30, 2025 and $ 0 for each of the three and six months ended June 30, 2024.

These amounts were recorded in other income on the unaudited condensed consolidated statement of loss and comprehensive loss for the three and six months ended June 30, 2025 and 2024.

Based on these additional provisions, the CARES Employee Retention Credit is now equal to 70% of qualified wages paid to employees during a quarter, and the limit on qualified wages per employee has been increased to $10,000 of qualified wages per quarter.

The Company applied for and received a CARES Employee Retention Credit equal to $ 0 and $ 972,888 , respectively, for the three and nine months ended September 30, 2025 and $ 815,422 for each of the three and nine months ended September 30, 2024.

These amounts were recorded in other income on the unaudited condensed consolidated statement of loss and comprehensive loss for the three and nine months ended September 30, 2025 and 2024.

On May 25, 2023, the Company and Grown Rogue International, Inc.

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As part of the termination agreement, the Company forfeited 4,500,000 of the previously granted 8,500,000 warrants.

The Company’s remaining 4,000,000 warrants were revalued at a fair value of $ 1,272,440 and $ 2,270,964 at June 30, 2025 and December 31, 2024, respectively.

The Company’s remaining 4,000,000 warrants were revalued at a fair value of $ 1,333,103 and $ 2,270,964 at September 30, 2025 and December 31, 2024, respectively.

The fair value was derived from a Black-Scholes valuation using a stock price of $ 0.42 , an exercise price of $ 0.162 , an expected life of 3.02 years, an annual risk free rate of 3.74 % , and volatility of 100 % .

The three and six-months ended June 30, 2025 saw a change in fair value of $ 479,465 and $ 998,524 , respectively, which was recorded as other expense in the statement of net loss and comprehensive loss for the three and six month periods ended June 30, 2025.

The three and nine-months ended September 30, 2025 saw a change in fair value of ($ 60,663 ) and $ 937,861 , respectively, which was recorded as other expense in the statement of net loss and comprehensive loss for the three and nine month periods ended September 30, 2025.

Segment Reporting

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The Company’s Chief Executive Officer serves as the Company’s Chief Operating Decision Maker.

The Company’s Chief Operating Decision Maker assesses performance for the cannabis segment and decides how to allocate resources based on operating profit and net income that also is reported on the income statement as consolidated net income.

The measure of segment assets is reported on the balance sheet total as consolidated assets.

The Company’s Chief Operating Decision Maker uses net income to evaluate income generated from segment assets in deciding the appropriate capital allocation strategy.

A comparison of budgeted results to actual results is also used by the Company’s Chief Operating Decision Maker to assess business performance.

A comparison of budgeted results to actual results is also used by the Company’s Chief Operating Decision Maker (as defined under U.S.

GAAP) to assess business performance.

The Company’s cannabis segment cultivates, processes and distributes medical and adult-use cannabis products in a variety of formats, as well as related accessories, in the United States.

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Supplemental Cash Flow Information (1)

September 30,

Cash paid for interest

1 unchanged sentence

Change in construction accrued expenses

Stock issued in connection with financing activities

(1) For supplemental cash flow information related to leases, refer to Note 9 “Leases.

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Liquidity risk

Credit risk is the risk of loss associated with a counterparty’s inability to fulfill its payment obligations.

The Company’s credit risk is primarily attributable to its cash and accounts receivable.

A small portion of cash is held on hand, from which the Company believes the risk of loss is remote.

The Company’s accounts receivable relate primarily to wholesale sales.

The Company does not have significant credit risk with respect to customers.

The Company’s maximum credit risk exposure is equivalent to the carrying value of these instruments.

The Company has been granted licenses pursuant to the laws of the states of Maryland, Minnesota, and New York with respect to cultivating, processing, and/or distributing marijuana.

Presently, this industry is illegal under United States federal law.

The Company has adhered, and intends to continue to adhere, strictly to the applicable state statutes in its operations.

The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due.

As of September 30, 2025, the Company’s financial liabilities consist of accounts payable and accrued liabilities, debt and convertible debt.

The Company manages liquidity risk by reviewing its capital requirements on an ongoing basis.

Historically, the Company’s main source of funding has been additional funding from investors and debt issuances.

The Company’s access to financing is always uncertain.

There can be no assurance of continued access to significant equity financing.

Vireo Growth operates in the United States.

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Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

The Company currently carries variable interest-bearing debt subject to fluctuations in the United States Prime rate.

A change of 100 basis points in interest rates during the three months ended June 30, 2025, would have resulted in a corresponding change in the statement of loss and comprehensive loss of $ 384,000 .

The Company currently carries variable interest-bearing debt subject to fluctuations in the United States Prime rate and Secured Overnight Financing Rate.

A change of 100 basis points in interest rates during the three months ended September 30, 2025, would have resulted in a corresponding change in the statement of loss and comprehensive loss of $ 361,250 .

Related Party Transactions

As of each of June 30, 2025 and December 31, 2024, the Company owed $ 0 to related parties.

In connection with the Proper Mergers and related Proper Merger Agreement, the Company assumed a lease of property in Missouri that is owned by employees of Proper, who are now members of the Company.

During the three and six months ended June 30, 2025, the Company made lease payments of $ 15,167 .

As of each of September 30, 2025 and December 31, 2024, the Company owed $ 0 to related parties outside of its debt obligations to Chicago Atlantic disclosed in Notes 12 and 13.

In connection with the Proper Mergers and related Proper Merger Agreement, the Company assumed a lease of property in Missouri that is owned by employees of Proper, who are now employees of the Company.

During the three and nine months ended September 30, 2025, the Company made lease payments of $ 45,501 and $ 60,668 , respectively.

Monthly rent is $ 15,167 .

In connection with the Wholesome Merger and related Wholesome Merger Agreement, the Company assumed a lease of property in Grantsville, Utah that is owned by Wholesome employees, which are now members of the Company.

During the three and six-month periods ended June 30, 2025, the Company made lease payments totaling $ 142,794 .

During the three and nine-month periods ended September 30, 2025, the Company made lease payments totaling $ 214,191 and $ 356,985 , respectively.

Monthly rent is approximately $ 71,397 .

In connection with the Deep Roots Merger and related Deep Roots Merger Agreement, the Company assumed an investment in Bluebird Uplifted Development, LLC of $ 1,000,000 .

The executive management team of Bluebird Uplifted Development, LLC are employees of Deep Roots and now the Company post-closing of the Deep Roots Merger Agreement.

In connection with the closing of the Wholesome Merger and the related Wholesome Merger Agreement, the Company acquired $ 1,000,000 of promissory notes that bore a 13 % interest rate due to current employees.

The notes were repaid in full on July 7, 2025 in connection with the First Lien Term Loan (as defined below) and Chicago Atlantic Term Loan (as defined below).

See Note 23 “Subsequent Events” for additional information.

The notes were repaid in full on July 7, 2025 in connection with the First Lien Term Loan and Chicago Atlantic Term Loan.

Details surrounding the lending relationships between the Company and Chicago Atlantic Admin, are described in Note 12 “Long-Term Debt” and Note 13 “Convertible Debt.”

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Subsequent Events

On July 7, 2025, the Company entered into a Loan and Security Agreement (the “ First Lien Term Loan ”), effective July 3, 2025, by and among the Company and each of its subsidiaries (together with Vireo Growth, each individually, a “ Borrower ” and collectively, jointly and severally, the “ Borrowers ”), the guarantors from time to time party thereto (the “ Guarantors ”), the financial institutions from time to time party thereto (the “ Lenders ”), East West Bank, a California banking corporation (“ East West Bank ”), as the administrative agent for the Lenders (the “ Administrative Agent ”), Western Alliance Bank, an Arizona corporation, as the co-administrative agent for the Lenders (the “ Co-Admin Agent ”), East West Bank, as the collateral agent for the Lenders (the “ Collateral Agent ” and each of the Collateral Agent, the Administrative Agent and the Co-Admin Agent, an “ Agent ” and two or more, the “ Agents ”), and East West Bank and Western Alliance Bank, as joint lead arrangers (collectively, in such capacities, the “ Joint Lead Arrangers ”).

The First Lien Term Loan provides for an aggregate principal amount of $ 120,000,000 to be loaned to the Borrowers.

The aggregate principal amount of the First Lien Term Loan amortizes in quarterly installments of $ 3,000,000 (or 10 % per annum of the original principal amount of the First Lien Term Loan).

The Company will make quarterly amortization payments commencing on December 31, 2025, and on the last business day of each quarter thereafter through and including June 30, 2028.

The First Lien Term Loan bears interest at the one-month Term Secured Overnight Financing Rate (as defined in the First Lien Term Loan), 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 (as defined in the First Lien Term 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 7, 2025, the Borrowers and Guarantors entered into a secured term loan (the “ Chicago Atlantic Term Loan ”), effective July 3, 2025, with Chicago Atlantic Opportunity Finance, LLC, as Lender, Chicago Atlantic Admin, 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 Borrowers 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 Chicago Atlantic Admin loans advanced.

The Chicago Atlantic Term Loan bears interest at the U.S.

prime rate (subject to a 7.5 % floor) plus 5.5 % per annum.

The Company issued a $ 10 million convertible note (the “ Convertible Note ”) to Chicago Atlantic Opportunity Finance, LLC, also with a second priority interest, that (a) matures on October 2, 2028 with an option to extend for an additional year subject to a 1 % extension fee of all Chicago Atlantic Admin loans advanced, (b) has a cash interest rate of the U.S.

prime rate, subject to a 7.5 % floor, plus 5.0 % per year, and (c) is convertible into the Company’s SVSs at an amount determined by dividing the outstanding principal amount, plus all accrued but unpaid interest on the convertible notes on the date of such conversion, by a conversion price of $ 0.625 .

The proceeds from the Convertible Note, Chicago Atlantic Term Loan, and First Lien Term Loan were used to:

(i) retire all of the Company’s existing senior secured debt;

(ii) retire the Company’s existing first priority interest in the $ 10,000,000 convertible note issued on November 1, 2024 pursuant to the Tenth Amendment;

(iii) refinance the undrawn amount of the first priority interest $ 11,500,000 secured credit agreement among the Company, the Company’s wholly-owned subsidiary, Vireo Health of Minnesota, LLC, and Chicago Atlantic Lincoln, LLC;

(iv) refinance the undrawn first priority $ 15,000,000 principal amount loan with Stearns Bank National Association and (v) recapture all debt principal payments made for the six month period ending June 30, 2025.

All remaining proceeds were used to pay transaction-related expenses.

On July 10, 2025, the Company closed the OGI Asset Purchase Agreement after receiving approval from the Missouri Department of Health and Senior Services.

In connection with closing, the Company paid Occidental Group, Inc.

approximately $ 7,000,000 .

Subsequent to June 30, 2025, the Company distributed approximately $ 6,700,000 to the former stockholders of Proper and Deep Roots.

On October 10, 2025, Vireo Health of Colorado, LLC, a Colorado limited liability company and wholly-owned subsidiary of Vireo Growth entered into a restructuring support agreement (the “ RSA ”) with Medicine Man Technologies, Inc.

d/b/a Schwazze, a Nevada corporation (“ Schwazze ”), certain of Schwazze’s subsidiaries, the beneficial holders (the “ Star Bud Holders ”) of certain seller notes (the “ Star Bud Notes ”) secured by a first priority security interest in substantially all the assets owned by SBUD LLC, a wholly owned subsidiary of Schwazze, and certain other parties.

As of October 10, 2025, the Company holds a majority of the outstanding principal amount of Schwazze’s 13 % Senior Secured Convertible Notes due December 7, 2026 (the “ Senior Secured Notes ”).

The RSA sets forth a plan to restructure the operations and capital structure of Schwazze and its subsidiaries through a series of transactions, including, but not limited to (i) the purchase of certain assets representing a majority of the total assets of Schwazze and its subsidiaries (the “ Asset Sale ”) by a newly-formed entity (“ NewCo ”) to be majority owned by the Company, and (ii) the liquidation of Schwazze’s remaining assets and winding down of Schwazze’s remaining operations (the “ Liquidation ”).

The RSA provides that the Asset Sale will be effected by way of public disposition of collateral pursuant to §§ 9-610 and 9-611 of the Uniform Commercial Code to be conducted by the collateral agent for the Senior Secured Notes.

The collateral agent under the indenture (the “ Indenture ”) governing the Senior Secured Notes, acting at the direction of the Company, will credit bid at the Asset Sale a principal amount of Senior Secured Notes to be determined by the Company (the “ Credit Bid ”).

However, the Asset Sale will be open to other bidders and is therefore subject to competing bids which may be higher than the Credit Bid.

If the Credit Bid is the winning bid at the Asset Sale, Schwazze will enter into an asset purchase agreement with NewCo pursuant to which, subject to receipt of regulatory approvals and other closing conditions, the assets subject to the Asset Sale will be transferred to NewCo in consideration for an assumption by NewCo of certain specified liabilities of Schwazze and a discharge of the Senior Secured Notes included in the Credit Bid.

In connection with the Liquidation, which will follow the Asset Sale, any available net cash proceeds in excess of amounts needed to cover costs of the Asset Sale and Liquidation will be distributed to holders of claims and equity interests in Schwazze in accordance with their relative priority under applicable law, whereby excess proceeds (if any) would be paid, first , to secured claims (including any portion of the Senior Secured Notes not included in the Credit Bid), second to unsecured claims, third , to preferred stockholders of Schwazze, and, fourth , to common stockholders of Schwazze.

Pursuant to the RSA, certain parties have agreed to provide NewCo with up to approximately $ 62 million in financing, a portion of which will be used to refinance the Star Bud Holders in full and final satisfaction of their claims with respect to the Star Bud Notes.

As a result of the Asset Sale and the Liquidation, (i) all obligations represented by the Senior Secured Notes and the Star Bud Notes will be extinguished and (ii) NewCo will become an indirect majority owned subsidiary of the Company.

Vireo Growth has been involved in an action pending in the Supreme Court of British Columbia against Verano following Verano’s repudiation of the Arrangement Agreement with the Company dated January 31, 2022.

In the litigation, the Company sought damages, costs and interest, based on Verano's breach of contract and breach of its duty of good faith and honest performance.

On October 29, 2025, the parties reached the Settlement Agreement dismissing all outstanding litigation matters between the two companies that were pending before the Supreme Court of British Columbia.

The terms of the Settlement Agreement were approved by the respective Boards of Directors of both companies.

The value of the settlement to Vireo Growth is approximately $ 10,000,000 consisting of the acquisition of certain real estate assets and $ 1,000,000 in cash.

Commitments and Contingencies for more information.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements