What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-17 compared with 2025-03-04 · 453 added, 550 removed, 465 unchanged (68% of the section changed)

23 unchanged sentences

During the three months ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) adopted , modified or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933).

2026 Annual General Meeting of Shareholders

The Company anticipates that its 2026 annual general meeting of shareholders will be held on May 29, 2026.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

4 unchanged sentences

Elected directors serve until the next annual general meeting of the shareholders or until their successors are elected or appointed.

A brief biography of each person who serves as a director or executive officer follows the table.

A brief biography of each person who serves as an executive officer appears in Part I of this Annual Report on Form 10-K under the heading “Information About Our Executive Officers.” A brief biography of each person who serves as a director follows the table, except for Kyle Kingsley and John Mazarakis, whose biographies are included in Part I of this Annual Report on Form 10-K under “Information About Our Executive Officers.”

Co-Executive Chair of the Board

3 unchanged sentences

Chief Financial Officer

President of Goodness Growth and Chief Executive Officer of Vireo Health of Minnesota

*As of the date of filing of this Form 10-K.

Kingsley is a board-certified emergency medicine physician and founder, Executive Chairman and a director of Vireo.

Kingsley served as Chief Executive Officer and Chairman of the Board of Vireo from July 2014 to February 2023.

Kingsley has served as a director of Vireo (and its predecessors Goodness Growth Holdings Inc./Vireo Health International, Inc./Vireo Health, Inc./Minnesota Medical Solutions LLC) since July 2014, and he was appointed Executive Chairman of Vireo in February 2023.

Kingsley has expansive experience in starting medical cannabis companies in well-regulated, limited-license states with narrow timelines for implementation.

Kingsley has been involved with all aspects of medical cannabis implementation, from horticulture and manufacturing to finance and policy.

Kingsley’s primary goal is to build mainstream, cannabis-based, alternatives to opioids, alcohol, and tobacco.

Kingsley’s prior experience with opioid pain medications and alcohol in the emergency department setting was a major reason for his desire to build a science-focused cannabis company.

Simultaneously with his emergency medicine staffing responsibilities,

Kingsley founded and developed multiple companies including Clinical Scribes LLC, a medical scribe documentation training and implementation company, which he founded in 2007.

Clinical Scribes LLC and its offshoot Medical Scribe Training Systems focus on efficient training of medical professionals, specifically medical scribes.

Kingsley is the author of a wide array of scientifically robust medical scribe training textbooks, “The Ultimate Medical Scribe Handbook” series, which is used by companies across the country to train their medical scribes.

Kingsley founded MedMacros LLC in 2012, a medical documentation augmentation company that provides physicians and other healthcare providers with online templates to improve documentation speed and comprehensiveness.

Kingsley received a Bachelor of Science degree in Biochemistry and a Bachelor of Arts degree in German from University of Minnesota in Duluth and received a Doctor of Medicine degree from the University of Minnesota, Twin Cities.

During his time at the University of Minnesota, Duluth, Dr.

Kingsley worked extensively in a biochemistry laboratory and developed expertise in HPLC (high-performance liquid chromatography) and other laboratory techniques that are directly applicable to the medical cannabis industry.

Kingsley is married to Ms.

Shimpa’s sister.

John Mazarakis has served as the Co-Executive Chairman and Chief Executive Officer of Vireo since December 2024.

Mazarakis is co-founder and has served as artner of Chicago Atlantic Group, LP and its affiliates since April 2019.

He has served as Executive Chairman of Chicago Atlantic Real Estate Finance, Inc.

since December 2021, as a director of Chicago Atlantic BDC, Inc.

since October 2024, and as director of Cansortium, Inc.

from July 2023 to December 2024.

Mazarakis brings to Vireo over 20 years of entrepreneurial, operational, and managerial experience in the real estate, retail, and hospitality industries.

President and Chief Executive Officer of Minnesota

General Counsel and Corporate Secretary

*As of the date of the filing of this Form 10-K.

Hussey is an attorney with over 15 years of experience who practices in multiple states and jurisdictions and focuses primarily on complex litigation and representing private businesses.

Hussey has served as a director of Vireo since July 2020 and is the Chair of the Compensation Committee and a member of the Nominating and Corporate Governance Committee.

Hussey has served as a director of Vireo since July 2020 and is the Chair of the Nominating, Corporate Governance and Compensation Committee and a member of the Audit Committee.

He has practiced with Smith Jadin Johnson, PLLC since June 2019.

From April 2015 through May 2019, he practiced with Benson, Kerrane, Storz & Nelson, PC (now known as Kerrane Storz, P.C.).

Hussey is a founding member of Vireo U.S.

founding member of Vireo U.S.

where he helped create and launch Minnesota Medical Solutions, LLC.

3 unchanged sentences

Mancebo is a business professional with over 20 years of experience in a variety of operational, retail, and agricultural leadership roles for several national and regional companies in the United States.

Mancebo has served as a director of Vireo since January 2021 and is a member of the Audit, Compensation and Nominating and Corporate Governance Committees.

Mancebo has served as a director of Vireo since January 2021 and is a member of the Audit Committee and Nominating, Corporate Governance and Compensation Committee.

Mancebo has amassed executive leadership roles in real estate, banking, education, logistics, technology, food safety, manufacturing, agriculture, and retail.

He founded O2 Natural Air LLC, a sustainable climate-control company, in 2022.

He founded O2 Natural Air LLC, a sustainable climate-control company, in 2022 and served as Chairman of the board of directors from August 2022 to August 2025.

He has served as Executive Chairman of V7 Ogimaa, Inc., a vertically integrated, multi-state cannabis operator, since 2021.

He has served as the Chief Executive Officer and Director of TheraTrue, Inc., a medical cannabis company, since January 2021.

He served as the Chief Executive Officer of TheraTrue, Inc., a medical cannabis company, from January 2021 to 2023, and he has served as a Director of TheraTrue, Inc.

since January 2021.

From July 2018 through December 2020, Mr.

6 unchanged sentences

Mancebo served as the Founder and Managing Director at iAgriGroup, an entity focused on providing support in the agricultural and food industry, where he was responsible for the expansion, strategy and overall operational execution of the international agriculture and food production company.

Mancebo has also served as Chairman of ONICE Holdings, LLC since September 2020 and Managing director and Chairman of Issy Ventures LLC, a privately held consulting firm, since March 2023.

He holds a B.A.

from Florida International University and a Master Black Belt Six Sigma Certification.

Nordquist is a Certified Public Accountant with more than 30 years of experience, serving as a Partner and member of the Board of Directors at Abdo L.L.P.

and its predecessor until April 2023.

Nordquist has served as a director of Vireo since March 2019 and is a member of the Compensation Committee and the Chair of Audit Committee.

He has served on boards, audit committees, transaction committees and has held leadership roles with several

organizations.

Nordquist is a Certified Public Accountant with more than 30 years of experience.

Nordquist has served as Chief Executive Officer of Ibis Scientific LLC, a supplier and direct marketer of laboratory consumables and analytical lab supplies, since January 2025.

Form December 1993 until April 2023, Mr.

Nordquist served as a Partner at Abdo L.L.P., a public accounting firm, and its predecessor.

Nordquist has served as a director of Vireo since March 2019 and is a member of the Nominating, Corporate Governance and Compensation Committee and the Chair of Audit Committee.

He has served on boards, audit committees, transaction committees and has held leadership roles with several organizations.

Nordquist has served as a director of Veritas Aortic Solutions since December 2025 and Dayton Rogers Mfg, Inc.

since October 2023.

During his career in public accounting, Mr.

Nordquist served in several leadership roles including the Segment Leader for the manufacturing, distribution and agriculture and the Real Estate and Construction segments of the firm where he was responsible for setting the strategic plan and delivering results.

Nordquist helps business owners with business and tax planning, mergers and acquisitions, cash flow management, budgeting, overhead computations, auditing and entrepreneurial consulting services throughout North America and Europe.

Nordquist graduated from Minnesota State University, Mankato with a Bachelor of Science degree in Accounting.

He is a member of the American Institute of Certified Public Accountants, the Minnesota Society of Certified Public Accountants and DFK International.

Tyson Macdonald has served as the Chief Financial Officer of Vireo since December 24.

He previously served as Managing Partner at TrueRise Capital, CEO of Nova Net Lease REIT, CFO of Cloud Cannabis, and as an Executive Vice President of Corporate Development at Acreage Holdings.

Macdonald brings to Vireo more than 20 years of strategy and investment experience working with both start-ups and mature public companies.

Shimpa has served as President of Vireo since February 2023.

Shimpa also currently serves as Chief Executive Officer of Vireo Health of Minnesota, one of the operational subsidiaries of Vireo.

Shimpa served as Chief Executive Officer of Vireo from October 10, 2024 until December 17, 2024.

Shimpa served as a director of the Company from March 2019 to March 2023.

Shimpa also served as the Chief Administrative Officer (“ CAO ”) for Vireo from December 2019 to February 2023, and prior to that, as Chief Financial Officer from January 2015 to December 2019.

As CAO, she led Vireo’s human resources, communications, and policy teams and drove the integration of people and culture for Vireo.

She works to perpetuate Vireo’s core values and culture as its workforce continues to rapidly expand.

Shimpa has 15 years of experience as a financial services professional with various commercial and investment banking organizations.

Prior to joining Vireo, Ms.

Shimpa spent nine years as Vice President of a $1.6 billion bank focused on commercial, nationwide lending.

Her experience in the highly regulated banking environment has engrained quality and control in her leadership and financial management approach.

Banking is often seen as a challenge for operators within the cannabis industry.

Shimpa’s understanding of the strict compliance requirements in the banking industry, coupled with Vireo’s scientific and safe medical model, have led to welcoming discussions with banks, and ultimately the first known open banking relationship with a cannabis-related company in the U.S.

Shimpa holds a Bachelor of Arts degree in Business from the University of North Dakota.

Kingsley is married to Ms.

Shimpa’s sister.

Nordquist has helped business owners with business and tax planning, mergers and acquisitions, cash flow management, budgeting, overhead computations, auditing and entrepreneurial consulting services throughout North America and Europe.

Nordquist graduated from Minnesota State University, Mankato with a Bachelor of Science degree in Accounting and received the “Corporate Director Certificate” from Harvard University in 2023.

He is a member of the American Institute of Certified Public Accountants and the Minnesota Society of Certified Public Accountants.

CORPORATE GOVERNANCE

Among others, the Company has a standing Audit Committee.

The responsibilities of this committee are described below.

Our Board may also establish various other committees to assist it in its responsibilities.

The following table summarizes the current membership of the Board and its Audit Committee and the independence of each Board member, which has been assessed in accordance with the rules of the Nasdaq Stock Market (“ Nasdaq Rules ”):

Director Name

Audit Committee

Kyle Kingsley

John Mazarakis

Victor Mancebo

Judd Nordquist

Among others, the Company has a standing Audit Committee.

The Audit Committee assists the board in fulfilling its oversight responsibilities relating to the accounting and financial reporting processes and internal controls for Vireo and the audits of its financial statements, and in ensuring the adequacy and effectiveness of Vireo’s risk management programs.

Our Board has adopted an Audit Committee charter that addresses its composition and responsibilities.

Copies of such materials are available on our website at investors.vireogrowth.com/governance/Governance-Documents.

Audit Committee

The Audit Committee assists the Board in fulfilling its oversight responsibilities relating to accounting and financial reporting processes and internal controls for Vireo and the audits of its financial statements, and in ensuring the adequacy and effectiveness of Vireo’s risk management programs.

The Audit Committee currently is comprised of three directors Ross M.

2 unchanged sentences

Nordquist (Chair).

Each of these directors is, and each director who served on the Audit Committee during fiscal year 2024 was, independent as contemplated by Canadian National Instrument 52-110 – Audit Committees (“ NI 52-110 ”) and the Nasdaq Rules.

Each of these directors is independent as contemplated by Canadian National Instrument 52-110 – Audit Committees (“ NI 52-110 ”) and the rules of the Nasdaq Stock Market (the “ Nasdaq Rules ”).

An Audit Committee member is independent if the member meets the requirements of NI 52-110, the Nasdaq Rules and has no direct or indirect material relationship with Vireo that could, in the view of the Board, reasonably interfere with the exercise of a member’s independent judgment.

4 unchanged sentences

The Code of Ethics and Business Conduct is available on our website at investors.vireogrowth.com/governance/Governance-Documents.

DELINQUENT SECTION 16(a) REPORTS

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and officers to file reports of holdings and transactions in Vireo securities with the SEC.

Based on our records, in 2024, all Section 16 filers met all applicable SEC filing requirements under Section 16(a), except as follows:

(i) one late Form 4 filing for Chicago Atlantic Credit Opportunities, LLC filed on June 21, 2024 reporting one transaction;

(ii) one late Form 4 filing for Joshua Rosen filed on October 11, 2024 reporting three transactions;

(iii) one late Form 4 filing for Amber Shimpa filed on December 3, 2024 reporting one transaction;

and (iv) one late Form 4 filing for Tyson Macdonald filed December 23, 2024 reporting one transaction.

The following late filings were for transactions that occurred in 2024, but were not filed until 2025:

(i) one late Form 4 filing for Joshua Rosen filed on February 25, 2025 reporting three transactions;

one late Form 4 filing for Judd Nordquist filed on February 25, 2025 reporting two transactions;

one late Form 4 filing for Ross Hussey filed on February 25, 2025 reporting two transactions;

and one late Form 4 filing for Victor Mancebo filed on February 25, 2025 reporting two transactions.

We intend to provide any required disclosure of an amendment to or waiver from our Code of Ethics and Business Conduct that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, on our website at investors.vireogrowth.com promptly following the amendment or waiver.

We may elect to disclose such amendment or waiver in a report on Form 8-K filed with the SEC either in addition to or in lieu of the website disclosure.

Insider Trading Policies and Procedures

1 unchanged sentence

A copy of our insider trading policy is attached as Exhibit 19 to this Annual Report on Form 10-K.

DELINQUENT SECTION 16(a) REPORTS

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and officers to file reports of holdings and transactions in Vireo securities with the SEC.

Based on our records, in 2025, all Section 16 filers met all applicable SEC filing requirements under Section 16(a), except as follows:

(i) one late Form 4 filing for Chicago Atlantic Credit Opportunities, LLC filed on March 13, 2025 reporting three late transactions;

(ii) one late Form 4 filing for Sean Apfelbaum filed on December 30, 2025 reporting one late transaction;

(iii) one late Form 4 filing for Amber Shimpa filed on December 30, 2025 reporting one late transaction;

(iv) one late Form 4 filing for Tyson Macdonald filed December 30, 2025 reporting three late transactions;

and (v) one late Form 4 filing for John Mazarakis reporting three late transactions.

Executive Compensation

2 unchanged sentences

For information about the compensation of Mr.

Mazarakis, Dr.

Kyle Kingsley, and Joshua Rosen, see the section entitled “ Information Concerning Executive Compensation ” below.

Kingsley served on the Board for all of 2024.

Rosen resigned from the Board on October 10, 2024.

Mazarakis was appointed to the Board on December 17, 2024.

Mazarakis see the section entitled “ Information Concerning Executive Compensation ” below.

Mazarakis served on the Board for all of 2025.

The director compensation program is intended to provide a total compensation package that enables the Company to attract and retain qualified and experienced directors and to align our directors’ interests with those of our shareholders by including a substantial portion of their compensation in our Shares.

The Compensation Committee of our Board of Directors (the “Compensation Committee”) makes a recommendation to the Nominating and Governance Committee of our Board of Directors (the “N&G Committee”) regarding director compensation, which the N&G Committee will then approve, modify, or reject.

The N&G Committee will then propose such compensation to the Board for approval.

The Compensation Committee, N&G Committee, and the Board consider committee assignments and committee chair

responsibilities, as well as the overall time requirements of the directors in determining the level of long-term equity incentive awards to be granted, if any.

For 2025 director compensation, the Nominating, Corporate Governance and Compensation Committee of our Board of Directors (the “NCGC Committee”) made a recommendation regarding director compensation to our Board of Directors for approval.

Prior to the consolidation of the

Compensation Committee and the Nominating and Corporate Governance Committee into the NCGC Committee in May 2024, the Compensation Committee would make a recommendation to the Nominating and Corporate Governance Committee, which the Nominating and Corporate Governance Committee would then propose to our Board of Directors for approval.

The NCGC Committee and the Board consider committee assignments and committee chair responsibilities, as well as the overall time requirements of the directors in determining the level of long-term equity incentive awards to be granted, if any.

For 2025, non-employee director compensation was comprised of an annual cash retainer of $71,000.

Non-employee directors also received 418,696 RSUs, of which 364,583 vested immediately upon grant, and 54,113 vest on the first anniversary of the grant, and 499,559 options to purchase Subordinate Voting Shares.

Non-employee directors also received 44,643 RSUs which vest ratably on each of the first three anniversaries of the grant date, and 53,052 options to purchase Subordinate Voting Shares, which are exercisable on January 17, 2026 and expire on January 17, 2035.

The following table reflects the total compensation earned by or paid to our non-employee directors in 2025.

Director Compensation for 2025

Kyle Kingsley

(1) The amounts in this column reflect the grant date fair value of the option award granted to each non-employee director on January 17, 2025, calculated in accordance with ASC Topic 718, Compensation—Stock Compensation (“ASC Topic 718”), based on the Black-Scholes option pricing model.

These amounts reflect our calculation of the value of these awards at the grant date and do not necessarily correspond to the actual value that may ultimately be realized by the NEO.

The assumptions used in calculating the valuations are set forth in Note 16 to the Company’s Audited Financial Statements in this Annual Report on Form 10-K.

At December 31, 2025, the directors had the following Company options outstanding:

Hussey held 670,073 vested Company options and 64,616 unvested Company options that vest in full on August 22, 2025;

Mancebo held 604,457 vested Company options and 64,616 unvested Company options that vest in full on August 22, 2025;

Nordquist held 1,025,647 vested Company options and 64,616 unvested Company options that vest in full on August 22, 2025.

Hussey held 734,689 vested Company options and 53,052 unvested Company options that vest in full on January 17, 2026;

Mancebo held 669,073 vested Company options and 53,052 unvested Company options that vest in full on January 17, 2026;

Nordquist held 1,090,263 vested Company options and 53,052 unvested Company options that vest in full on January 17, 2026.

(2) The amounts in this column reflect the grant date fair value of the RSU award granted to each non-employee director on January 17, 2025, calculated in accordance with ASC Topic 718, based on the closing price of the Company’s stock on the grant date.

These amounts reflect our calculation of the value of these awards at the grant date and do not necessarily correspond to the actual value that may ultimately be realized by the NEO.

The assumptions used in calculating the valuations are set forth in Note 16 to the Company’s Audited Financial Statements in this Annual Report on Form 10-K.

At December 31, 2025, the directors had the following Company RSUs outstanding:

Hussey held 443,858 vested Company RSUs and 11,057 unvested RSUs that vest on, March 15, 2025, 28,581 unvested RSUs that vest on December 14, 2025, and 54,113 unvested RSUs that vest on August 22, 2025;

Mancebo held 443,858 vested Company RSUs and 11,057 unvested RSUs that vest on March 15, 2025, 28,581 unvested RSUs that vest on December 14, 2025, and 54,113 unvested RSUs that vest on August 22, 2025;

Nordquist held 443,858 vested Company RSUs and 11,057 unvested RSUs that vest on, March 15, 2025, 28,581 unvested RSUs that vest on December 14, 2025, and 54,113 unvested RSUs that vest on August 22, 2025.

All RSUs settle and pay out the third anniversary of the grant date.

Hussey held 418,696 vested Company RSUs and 44,643 unvested RSUs that vest ratably on each of the first three anniversaries of the grant date, January 17, 2025, until fully vested on January 17, 2028;

Mancebo held 418,696 vested Company RSUs and 44,643 unvested RSUs that vest ratably on each of the first three anniversaries of the grant date, January 17, 2025, until fully vested on January 17, 2028;

Nordquist held 418,696 vested Company RSUs and 44,643 unvested RSUs that vest ratably on each of the first three anniversaries of the grant date, January 17, 2025, until fully vested on January 17, 2028.

Kingsley is compensated for his service as Co-Executive Chair of the Board.

For 2025, he received a base salary of $260,000.

INFORMATION CONCERNING EXECUTIVE COMPENSATION

7 unchanged sentences

The Board is authorized to review and approve annually all compensation decisions relating to the executive officers of the Company.

In accordance with reduced disclosure rules applicable to emerging growth companies as set forth in

Item 402 of Regulation S-K, this section explains how the Company’s compensation program is structured for its named executive officers.

For 2024, our named executive officers were John Mazarakis (current Co-Executive Chairman and Chief Executive Officer), Amber Shimpa (current President and former Chief Executive Officer), Joshua N.

Rosen (former Chief Executive Officer and former Interim Chief Financial Officer), Tyson Macdonald (current Chief Financial Officer), Joe Duxbury (current Chief Accounting Officer and former Interim Chief Financial Officer), Dr.

Kingsley (current Co-Executive Chairman), and Patrick Peters (former Executive Vice President, Retail).

In accordance with reduced disclosure rules applicable to emerging growth companies as set forth in Item 402 of Regulation S-K, this section explains how the Company’s compensation program is structured for its named executive officers.

For 2025, our named executive officers were John Mazarakis, Co-Executive Chairman and Chief Executive Officer, Tyson Macdonald, Chief Financial Officer, and Sean Apfelbaum, General Counsel and Corporate Secretary.

Compensation Governance

The Board has not adopted any formal policies or procedures to determine the compensation of our directors or executive officers.

The compensation of the directors and executive officers making over $200,000 per year is determined by the Board, based on the recommendations of the Compensation Committee.

Recommendations of the Compensation Committee are made giving consideration to the objectives discussed below and, if applicable, considering applicable industry data.

The role and responsibility of the Compensation Committee is to assist the Board in fulfilling its responsibilities for establishing compensation philosophy and guidelines.

Additionally, the Compensation Committee has responsibility for recommending to the Board compensation levels for directors, recommending compensation levels, perquisites and supplemental benefits for the executive officers.

In addition, the Compensation Committee is charged with reviewing the Company’s equity incentive plans, including the Company’s 2019 Incentive Plan, and proposing changes thereto and recommending any other employee benefit plans, incentive awards and perquisites with respect to the directors and executive officers.

The Compensation Committee is responsible for approving any equity or incentive awards under the 2019 Incentive Plan.

The Compensation Committee is also responsible for reviewing, approving and reporting to the Board annually (or more frequently as required) on our succession plans for our executive officers, and for overseeing our Board annual self-evaluation process.

The Compensation Committee endeavors to ensure that the philosophy and operation of our compensation program reinforces our culture and values, creates a balance between risk and reward, attracts, motivates and retains executive officers over the long-term and aligns their interests with those of our shareholders.

In addition, the Compensation Committee reviews our annual disclosure regarding executive compensation for inclusion where appropriate in our disclosure documents.

The compensation of the directors and executive officers making over $200,000 per year is determined by the Board, based on the recommendations of the NCGC Committee.

Recommendations of the NCGC Committee are made giving consideration to the objectives discussed below and, if applicable, considering applicable industry data.

The role and responsibility of the NCGC Committee is to assist the Board in fulfilling its responsibilities for establishing compensation philosophy and guidelines.

Additionally, the NCGC Committee has responsibility for recommending to the Board compensation levels for directors and recommending compensation levels, perquisites and supplemental benefits for the executive officers.

The NCGC Committee may consider input from the Chief Executive Officer on executive compensation, but the Chief Executive Officer may not provide input with respect to his own compensation.

In addition, the NCGC Committee is charged with reviewing the Company’s equity incentive plans, including the Company’s 2019 Equity Incentive Plan (the “ 2019 Incentive Plan ”), and proposing changes thereto and recommending any other employee benefit plans and incentive awards with respect to the directors and executive officers.

The NCGC Committee is responsible for approving any equity or incentive awards under the 2019 Incentive Plan.

The NCGC Committee is also responsible for reviewing, approving and reporting to the Board annually (or more frequently as required) on our succession plans for our executive officers.

The NCGC Committee endeavors to ensure that the philosophy and operation of our compensation program reinforces our culture and values, creates a balance between risk and reward, attracts, motivates and retains executive officers over the long-term and aligns their interests with those of our shareholders.

In addition, the NCGC Committee reviews our annual disclosure regarding executive compensation for inclusion where appropriate in our disclosure documents.

Elements of Compensation

2 unchanged sentences

In determining the base level of compensation for the executive officers, weight is placed on the following factors:

the particular responsibilities related to the position, salaries or fees paid by companies of similar size in the industry, level of experience of the executive, and overall performance and the time which the executive officer is required to devote the Company in fulfilling his or her responsibilities.

the particular responsibilities related to the position, salaries or fees paid by companies of similar size in the industry, level of

experience of the executive, and overall performance and the time which the executive officer is required to devote the Company in fulfilling his or her responsibilities.

Long-Term Equity Incentive Awards

Long-term incentives are intended to align the interests of the Company’s directors and executive officers with those of the shareholders and to provide a long-term incentive that rewards these parties for their contribution to the creation of shareholder value.

In establishing the number of Company options, stock appreciation rights (“SARs”), restricted stock (“Company RS Awards”) and Company RSUs to be granted, if any, reference is made to the recommendations made by the Compensation Committee as well as, from time to time, the number of similar awards granted to officers and directors of other publicly-traded companies of similar size, in the same business as the Company.

The Compensation Committee and the Board also consider previous grants of Company options and the overall number of Company options that are outstanding relative to the number of outstanding securities in determining whether to make any new grants of Company

options, SARs, Company RS Awards or Company RSUs and the size and terms of any such grants.

With respect to executive officers, the Compensation Committee and the Board also consider the level of effort, time, responsibility, ability, experience, and level of commitment of the executive officer in determining the level of long-term equity incentive awards.

In establishing the number of Company options, stock appreciation rights (“SARs”), restricted stock (“Company RS Awards”) and RSUs to be granted, if any, reference is made to the recommendations made by the NCGC Committee as well as, from time to time, the number of similar awards granted to officers and directors of other publicly-traded companies of similar size, in the same business as the Company.

The NCGC Committee and the Board also consider previous grants of Company options and the overall number of Company options that are outstanding relative to the number of outstanding securities in determining whether to make any new grants of Company options, SARs, Company RS Awards or RSUs and the size and terms of any such grants.

With respect to executive officers, the NCGC Committee and the Board also consider the level of effort, time, responsibility, ability, experience, and level of commitment of the executive officer in determining the level of long-term equity incentive awards.

Hedging Policy

At this time, the Company does not have a hedging policy.

Our Corporate Disclosure and Insider Trading Policy prohibits “insiders” from selling our securities short or selling a call option or buying a put option in respect of our securities or any of our affiliates or engaging in any other transactions to synthetically monetize or hedge any of our securities.

Insiders include:

(i) the Chief Executive Officer, Chief Financial Officer or, Chief Operating Officer, of the Company, of a significant shareholder (over 10%) of the Company or of a major subsidiary (assets or revenues that are at least 30% of the consolidated assets or revenues) of the Company;

(ii) a director of the Company, of a significant shareholder of the Company or of a major subsidiary of the Company;

(iii) a person or company responsible for a principal business unit, division or function of the Company;

(iv) a management company that provides significant management or administrative services to the Company or a major subsidiary of the Company, every director of the management company, every chief executive officer, chief financial officer and chief operating officer of the management company, and every significant shareholder of the management company;

or (v) any other insider who (a) in the ordinary course receives or has access to information as to material facts or material changes concerning the Company before the material facts or the material changes are generally disclosed and (b) directly or indirectly exercises, or has the ability to exercise, significant power or influence over the business, operations, capital or development of the Company.

Timing of Stock Option Grants

9 unchanged sentences

Chief Executive Officer and Co-Executive Chairman

President and Corporate Secretary (2)

Former Chief Executive Officer (3)

Tyson Macdonald

Chief Financial Officer

Joseph Duxbury

Chief Accounting Officer and Former Interim Chief Financial Officer (5)

Co-Executive Chairman

Patrick Peters

Former Executive Vice President of Retail (6)

Mazarakis was appointed as Co-Executive Chairman of the Board and Chief Executive Officer on December 17, 2024.

Shimpa served as Chief Executive Officer from October 10, 2024 to December 17, 2024.

Shimpa currently serves as President of the Company.

Rosen resigned as Chief Executive Officer and interim Chief Financial Officer on October 10, 2024.

Macdonald was appointed as Chief Financial Officer on December 17, 2024.

Duxbury served as Chief Financial Officer from October 10, 2024 to December 17, 2024.

Duxbury currently serves as Chief Accounting Officer of the Company.

Peters resigned as Executive Vice President of Retail of Vireo Health, Inc., a wholly-owned subsidiary of the Company, on June 14, 2024.

(7) The amounts reported in the Option Awards column reflects aggregate grant date fair value computed in accordance with ASC Topic 718, Compensation—Stock Compensation.

These amounts reflect our calculation of the value of these awards at the grant date and do not necessarily correspond to the actual value that may ultimately be realized by the NEO.

The assumptions used in calculating the valuations are set forth in Note 17 to the Company’s Audited Financial Statements in the Company Annual Report on Form 10-K.

(8) The amounts reported in the Stock Awards column reflects aggregate grant date fair value of stock awards and RSUs computed in accordance with ASC Topic 718, Compensation—Stock Compensation.

Sean Apfelbaum, General Counsel

(1) Stock awards for 2025 for Mr.

Mazarakis and Mr.

Macdonald consist of time-vested RSUs and performance-vested RSUs.

The time-vested RSUs became 30% vested on December 17, 2025.

The remainder of the time-vested RSUs vest only if certain performance measures are achieved on or after December 17, 2026 and on or after December 17, 2027.

The performance-vested RSUs vest only if, and to the extent earned based on performance achievement during a five-year performance period from the date of grant, which was May 9, 2025, and satisfaction of additional service requirements.

Stock awards for 2024 for Mr.

Mazarakis and Mr.

Macdonald consist of RSUs.

The amounts reported in the Stock Awards column reflect aggregate grant date fair value of stock awards and RSUs computed in accordance with ASC Topic 718.

These amounts reflect our calculation of the value of these awards at the grant date and do not necessarily correspond to the actual value that may ultimately be realized by the NEO.

The assumptions used in calculating the valuations are set forth in Note 17 to the Company’s Audited Financial Statements in the Company Annual Report on Form 10-K.

(9) Consists of life insurance premiums paid on the executive’s behalf.

The assumptions used in calculating the valuations are set forth in Note 16 to the Company’s Audited Financial Statements in this Annual Report on Form 10-K.

Employment Agreements

John Mazarakis:

On December 17, 2024, in connection with his appointment as Chief Executive Officer of the Company, John Mazarakis entered into an employment agreement with the Company (the “Mazarakis Employment Agreement”).

On December 17, 2024, and as amended March 6, 2025, in connection with his appointment as Chief Executive Officer of the Company, John Mazarakis entered into an employment agreement with the Company (the “ Mazarakis Employment Agreement ”).

Under the Mazarakis Employment Agreement, the Company agreed to pay Mr.

Mazarakis a base salary of $1.00 per annum.

On December 17, 2024 (the “Effective Date”) and on each anniversary of the Effective Date, the Company shall issue to Mr.

Mazarakis 3,200,000 Subordinate Voting Shares of the Company, which will be fully vested when issued (the “Annual Incentive Shares”).

Mazarakis is entitled to 19,000,000 RSUs settled in Subordinate Voting Shares of the Company (the “Time-Vested RSUs”).

The Time-Vested RSUs shall become 50% vested upon the first anniversary of the Effective Date and the balance shall continue to vest at the rate of 12.5% every three months thereafter until fully vested provided that Mr.

Mazarakis remains employed by the Company or an affiliate as of each applicable vesting date.

Vesting will accelerate and the Time-Vested RSUs will be 100% vested in the event that Mr.

Mazarakis is terminated by the Company for any reason other than for Cause (as defined in the Mazarakis Employment Agreement), (ii) upon a resignation by Mr.

Mazarakis for Good Reason (as defined in the Mazarakis Employment Agreement), (iii) upon Mr.

On December 17, 2024 (the “ Effective Date ”) and each anniversary of the Effective Date, the Company shall issue to Mr.

Mazarakis 3,200,000 Subordinate Voting Shares of the Company, which will be fully vested when issued.

In connection with Mr.

Mazarakis’ appointment as Co-Executive Chairman and Chief Executive Officer of the Company and pursuant to the Mazarakis Employment Agreement, the Company issued to Mr.

Mazarakis 19,000,000 RSUs settled in Vireo’s Subordinate Voting Shares (the “ Mazarakis Time-Vested RSUs ”) on May 9, 2025.

The Mazarakis Time-Vested RSUs became 30% vested upon the first anniversary of the Effective Date.

An additional 35% shall become vested when the 30-day weighted-average price (“ VWAP ”) of the Company shares exceeds $0.85 (adjusted for dividends and stock splits) at any time on or after the second anniversary of the Effective Date and during the term of the Mazarakis Time-Vested RSU award agreement.

Any unvested shares will become vested when the VWAP exceeds $1.05 (adjusted for dividends and stock splits) at any time on or after the third anniversary of the Effective Date and during the term of the Mazarakis Time-Vested RSU award agreement.

Vesting will accelerate and the Mazarakis Time-Vested RSUs will be 100% vested in the event that Mr.

Mazarakis is terminated by the Company for any reason other than for Cause (as defined in the Mazarakis Employment Agreement), upon a resignation by Mr.

Mazarakis for Good Reason (as defined in the Mazarakis Employment Agreement), upon Mr.

Mazarakis’ death or Disability (as defined in the Mazarakis Employment Agreement) or upon the consummation of a transaction constituting a Change in Control (as defined in the Mazarakis Employment Agreement).

Mazarakis is entitled to 19,000 RSUs settled in Subordinate Voting Shares of the Company (the “Performance-Vested RSUs”).

The Performance-Vested RSUs shall become vested during the Term (as defined below) as follows:

1/3 of the Performance-Vested RSUs shall become vested when the 30-day VWAP of the Company shares exceeds US$0.85 , an additional 1/3 shall become vested when the 30-day VWAP exceeds US$1.05 and the final 1/3 shall become vested when the 30-day VWAP exceeds US$1.25.

Vesting will accelerate and the Performance-Vested RSUs will become 100% vested in the event that Mr.

Pursuant to the Mazarakis Employment Agreement, the Company also issued to Mr.

Mazarakis 19,000,000 RSUs settled in Vireo Subordinate Voting Shares (the “ Mazarakis Performance-Vested RSUs ”) on May 9, 2025.

The Mazarakis Performance-Vested RSUs shall become vested as follows:

1/3 of the Mazarakis Performance-Vested RSUs will become vested when the 6 month trailing, annualized, adjusted EBITDA (“ AEBITDA ”) exceeds $150,000,000 and the net

leverage of the Company is below 2.2x, an additional 1/3 will become vested when AEBITDA exceeds $165,000,000 and the net leverage of the Company is below 2.2x, and the final 1/3 will become vested when AEBITDA exceeds $205,000,000 and the net leverage of the Company is below 2.2x.

Vesting will accelerate and the Mazarakis Performance-Vested RSUs will become 100% vested in the event that Mr.

Mazarakis is terminated by the Company for any reason other than for Cause, upon a resignation by Mr.

2 unchanged sentences

Under the Mazarakis Employment Agreement, Mr.

Mazarakis is also entitled to certain bonus payments, subject to certain conditions, in the event of (i) the refinancing of any outstanding debt of the Company not less than $80,000,000 at an effective interest rate of not more than 9.75%, (ii) the acquisition or merger with any entity where the total enterprise value of such other entity is $100,000,000 or greater, (iii) a Change of Control transaction, and (iv) the consummation of a transaction raising additional capital at a price per share greater than US$1.50.

Mazarakis is also entitled to certain bonus payments, subject to certain conditions, in the event of (i) the refinancing of any outstanding debt of the Company not less than $60,000,000 at an effective interest rate of not more than 9.75%, (ii) the acquisition or merger with any entity where the acquisition multiple is less than or equal to five times the total enterprise value of such other entity, (iii) a Change in Control transaction where the consideration per share exceeds $1.15 USD, and (d) the consummation of a transaction raising additional capital at a price per share greater than $1.50 USD.

In July 2025, Mr.

Mazarakis was entitled to a bonus payment of 0.8% of the principal value of debt refinanced by the Company in excess of $60 million with an effective interest rate of less than 9.75% when the Company entered into (i) a Loan and Security Agreement (the “ First Lien Term Loan ”), effective July 3, 2025, by and among the Company and each of its subsidiaries, the Guarantors from time to time party thereto, the financial institutions from time to time party thereto as Lenders, East West Bank, a California banking corporation (“ East West Bank ”), as Administrative Agent for the Lenders, and Western Alliance Bank, an Arizona corporation, as co-administrative agent for the Lenders, East West Bank, as collateral agent for the Lenders, and East West Bank and Western Alliance Bank, as joint lead arrangers and (ii) 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 and Chicago Atlantic Credit Advisers, LLC, as Lead Arranger.

Unless terminated at an earlier date in accordance with the Mazarakis Employment Agreement, the term of Mr.

Mazarakis’ employment with the Company will be for the period commencing on the Effective Date and ending on

the two-year anniversary of the Effective Date (the “Initial Term”).

On the two-year anniversary of the Effective Date, and on each succeeding one year anniversary of the Effective Date (each an “Anniversary Date”), the Term shall be automatically extended until the next Anniversary Date (each a “Renewal Term”), subject to termination on an earlier date in accordance with the terms and conditions of the Mazarakis Employment Agreement.

Mazarakis’ employment with the Company is for the period commencing on the first anniversary of December 17, 2024 (the “ Mazarakis Effective Date ”) and ending on the two-year anniversary of the Mazarakis Effective Date (the “ Mazarakis Initial Term ”).

On the two-year anniversary of the Mazarakis Effective Date, and on each succeeding one year anniversary of the Mazarakis Effective Date (each a “ Mazarakis Anniversary Date ”), the Term shall be automatically extended until the next Mazarakis Anniversary Date (each a “ Mazarakis Renewal Term ”), subject to termination on an earlier date in accordance with the terms and conditions of the Mazarakis Employment Agreement.

The Term shall cease as of the date of Mr.

1 unchanged sentence

Mazarakis will be eligible to participate in any employee benefits generally available to other employees.

The post-termination rights and benefits under the Mazarakis Employment Agreement are described below under “ Termination and Change in Control Benefits.

Amber Shimpa :

Amber Shimpa entered into an employment agreement with the Company effective December 1, 2020 (the “Initial Shimpa Employment Agreement”).

The Initial Shimpa Employment Agreement had a two-year term, and Ms.

Shimpa received an annual base salary of US$260,000, with a potential annual cash bonus at the Company’s discretion in an amount determined by the Company’s Chief Executive Officer.

The post-termination rights and benefits under the Initial Shimpa Employment Agreement are described below under “ Termination and Change in Control Benefits.

” We entered into the first, second, third and fourth amendments to the Initial Shimpa Employment Agreement on February 2, 2022, December 14, 2022, February 12, 2023 and December 21, 2023, respectively (collectively, the “Amended Shimpa Employment Agreement”).

The Amended Shimpa Employment Agreement, among other things, revised certain termination benefits, provided the terms of equity compensation grants, appointed her President of the Company and Chief Executive Officer of Vireo, and provided a grant of stock options to purchase 750,000 Subordinate Voting Shares and terms thereof, and a $25,000 cash bonus.

In connection with Ms.

Shimpa’s appoint as Chief Executive Officer, on October 9, 2024, Vireo Health, Inc.

entered into a Restated Employment Agreement with Ms.

Shimpa (the “Restated Shimpa Employment Agreement”).

The Restated Shimpa Employment Agreement provided for Ms.

Shimpa’s employment as Chief Executive Officer and President of each of the Company and Vireo Health, Inc.

and as Chief Executive Officer and President of certain of the Company’s affiliates and subsidiaries, including Vireo Health of Minnesota, LLC, Vireo Health of New York, LLC, MaryMed, LLC, and HiColor, LLC.

The Restated Shimpa Employment Agreement provided for Ms.

Shimpa to receive an annual base salary of US $325,000, and Ms.

Shimpa was eligible to earn a cash bonus as determined by the Board in its discretion.

All equity awards previously granted to Ms.

Shimpa remained in full force and effect, and Ms.

Shimpa was granted 1,000,000 stock options.

On December 4, 2022, Joshua N.

Rosen entered into an employment agreement with the Company, whereby the Company agreed to employ Mr.

Rosen as its Interim President (the “Rosen President Employment Agreement”).

The initial term of the Rosen President Employment Agreement was for one year, or until December 4, 2023, subject to termination on an earlier date in accordance with the terms of the employment agreement, or unless either party gave written notice of termination in accordance with the terms of the employment agreement.

Pursuant to the Rosen President Employment Agreement, the Company agreed to pay Mr.

Rosen an annual base salary of $300,000, with a potential annual cash bonus at the discretion and in an amount determined by the board of directors of Vireo Health, Inc., and a grant of equity compensation consisting of stock options to purchase 2,000,000 Subordinate Voting Shares.

On February 12, 2023, Mr.

Rosen and the Company entered into an amendment to the Rosen President Employment Agreement in which he was promoted to Interim Chief Executive Officer of the Company.

In connection with Mr.

Rosen’s appointment as Chief Executive Officer on May 1, 2024, Mr.

Rosen entered into an employment agreement with the Company, effective January 1, 2024 (the “Rosen CEO Employment Agreement”).

The Rosen CEO Employment Agreement provided for Mr.

Rosen’s appointment to the position of Chief Executive Officer of the Company and for him to continue as the Interim Chief Financial Officer until the Company hired a Chief Financial Officer.

Rosen’s base salary under the Rosen CEO Employment Agreement remained at $300,000, subject to review and adjustment by the Board from time to time.

Pursuant to the Rosen CEO Employment Agreement, Mr.

Rosen was also eligible to earn an annual cash bonus as determined by the Board in its discretion and, subject to the approval of the Compensation Committee, additional equity grants made at the Company’s discretion.

Rosen also received quarterly awards of RSUs representing shares of Subordinate Voting Shares (“Quarterly Equity Awards”), the number of which was determined by dividing $50,000 by the closing price of the Subordinate Voting Shares on the most recent date prior to the date of grant.

The RSUs were granted under the Vireo Health International 2019 Equity Incentive Plan, as amended (the “2019 Plan”), and the RSUs were to become vested upon the first to occur of (i) December 31, 2026 (subject to Mr.

Rosen’s continued employment through that date), (ii) termination of Mr.

Rosen’s employment other than for Cause (as defined in the Rosen

CEO Employment Agreement) or (iii) Mr.

Rosen’s resignation from employment for Good Reason (as defined in the Rosen CEO Employment Agreement).

Rosen also was entitled to participate in the retirement plans, health plans and all other employee benefits made available by the Company.

The post-termination rights and benefits under the Mazarakis Employment Agreement are described below under the section entitled “ Termination and Change in Control Benefits .”

Tyson Macdonald:

On December 17, 2024, in connection with his appointment as Chief Financial Officer of the Company, Tyson Macdonald entered into an employment agreement with the Company (the “Macdonald Employment Agreement”).

On December 17, 2024, and as amended March 6, 2025, in connection with his appointment as Chief Financial Officer of the Company, Tyson Macdonald entered into an employment agreement with the Company (the “ Macdonald Employment Agreement” ).

Under the Macdonald Employment Agreement, the Company agreed to pay Mr.

Macdonald an annualized base salary of $500,000, which will be earned by Mr.

Macdonald on a pro rata basis as Mr.

Macdonald performs services for the Company.

For each of the Company’s fiscal years during the Term (as defined below), the Board will conduct a review and establish Mr.

Macdonald’s base salary in an amount not less than the base salary in effect for the prior year.

Under the Macdonald Employment Agreement, on the December 17, 2024 (the “Effective Date”) and on each anniversary of the Effective Date, the Company shall issue to Mr.

Macdonald a number of subordinate voting shares of the Company determined by dividing US$800,000 by the 10-day VWAP immediately preceding the date of issuance, which will be fully vested when issued.

Macdonald is entitled to 9,500,000 Restricted Stock Units settled in subordinate voting shares of the Company (the “Time-Vested RSU’s”).

Macdonald remains employed by the Company or an affiliate as of each applicable vesting date.

Vesting will accelerate and the Time-Vested RSUs will be 100% vested in the event that the Mr.

Macdonald is terminated by the Company for any reason other than for Cause (as defined in the Macdonald Employment Agreement), upon a resignation by Mr.

Macdonald an annualized base salary of at least $500,000.

On the Effective Date and each anniversary of the Effective Date, the Company shall issue to Mr.

Macdonald a number of Subordinate Voting Shares of the Company determined by dividing $800,000 USD by the average closing price of the shares over the 10-day period immediately preceding the date of issuance, which will be fully vested when issued.

In connection with Mr.

Macdonald’s appointment as Chief Financial Officer of the Company and pursuant to the Macdonald Employment Agreement, the Company issued to Mr.

Macdonald 9,500,000 RSUs settled in Vireo’s Subordinate Voting Shares (the “ Macdonald Time-Vested RSUs ”) on May 9, 2025.

The Macdonald Time-Vested RSUs became 30% vested upon the first anniversary of the Effective Date.

An additional 35% shall become vested when the 30-day VWAP of the Company shares exceeds $0.85 (adjusted for dividends and stock splits) at any time on or after the second anniversary of the Effective Date and during the term of the Macdonald Time-Vested RSU award agreement.

Vesting will accelerate and the Macdonald Time-Vested RSUs will be 100% vested in the event that Mr.

Macdonald is terminated by the Company for any reason other than for Cause (as defined in the Macdonald Employment

Agreement), upon a resignation by Mr.

Macdonald for Good Reason (as defined in the Macdonald Employment Agreement), upon Mr.

Macdonald’s death or Disability (as defined in the Macdonald Employment Agreement) or upon the consummation of a transaction constituting a Change in Control (as defined in the Macdonald Employment Agreement).

Macdonald is entitled to 9,500,000 Restricted Stock Units settled in subordinate voting shares of the Company (the “Performance-Vested RSU’s”).

The Performance-Vested RSU’s shall become vested during the Term (as defined below) as follows:

1/3 of the Performance-Vested RSU’s shall become vested when the 30-day VWAP of the Company shares exceeds US$0.85, an additional 1/3 shall become vested when the 30-day VWAP exceeds US$1.05 and the final 1/3 shall become vested when the 30-day VWAP exceeds US$1.25.

Vesting will accelerate and the Performance-Vested RSU’s will become 100% vested in the event that Mr.

Pursuant to the Macdonald Employment Agreement, the Company also issued to Mr.

Macdonald 9,500,000 RSUs settled in Vireo Subordinate Voting Shares (the “ Macdonald Performance-Vested RSUs ”) on May 9, 2025.

The Macdonald Performance-Vested RSUs shall become vested during the term of Mr.

Macdonald’s employment with the Company as follows:

1/3 of the Macdonald Performance-Vested RSUs will become vested when the 6 month trailing, annualized, AEBITDA exceeds $150,000,000 and the net leverage of the Company is below 2.2x, an additional 1/3 will become vested when AEBITDA exceeds $165,000,000 and the net leverage of the Company is below 2.2x, and the final 1/3 will become vested when AEBITDA exceeds $205,000,000 and the net leverage of the Company is below 2.2x.

Vesting will accelerate and the Macdonald Performance-Vested RSUs will become 100% vested in the event that Mr.

Macdonald is terminated by the Company for any reason other than for Cause, upon a resignation by Mr.

2 unchanged sentences

Under the Macdonald Employment Agreement, Mr.

Macdonald is also entitled to certain bonus payments, subject to certain conditions, in the vent of (i) the refinancing of any outstanding debt of the Company not less than $80,000,000 at an effective interest rate of not more than 9.75%, (ii) the acquisition or merger with any entity where the total enterprise value of such other entity is $100,000,000 or greater, (iii) a Change of Control transaction, and (iv) the consummation of a transaction raising additional capital at a price per share greater than US$1.50.

Macdonald is also entitled to certain bonus payments, subject to certain conditions, in the event of (i) the refinancing of any outstanding debt of the Company not less than $60,000,000 at an effective interest rate of not more than 9.75%, (ii) the acquisition or merger with any entity where the acquisition multiple is less than or equal to five times the total enterprise value of such other entity, (iii) a Change in Control transaction where the consideration per share exceeds $1.15 USD, and (d) the consummation of a transaction raising additional capital at a price per share greater than $1.50 USD.

In July 2025, Mr.

Macdonald was entitled to a bonus payment of 0.4% of the principal value of debt refinanced by the Company in excess of $60 million with an effective interest rate of less than 9.75% when the Company entered into (i) the First Lien Term Loan and (ii) the Chicago Atlantic Term Loan.

Unless terminated at an earlier date in accordance with the Macdonald Employment Agreement, the term of Mr.

Macdonald’s employment with the Company will be for the period commencing on the Effective Date and ending on the two-year anniversary of the Effective Date (the “Initial Term”).

On the two-year anniversary of the Effective Date, and on each succeeding one-year anniversary of the Effective Date (each an “Anniversary Date”), the Term shall be automatically extended until the next Anniversary Date (each a “Renewal Term”), subject to termination on an earlier date in accordance with the terms and conditions of the Macdonald Employment Agreement.

Macdonald’s employment with the Company is for the period commencing on the first anniversary of December 17, 2024 (the “ Mazarakis Effective Date ”) and ending on the two-year anniversary of the Macdonald Effective Date (the “ Macdonald Initial Term ”).

On the two-year anniversary of the Macdonald Effective Date, and on each succeeding one year anniversary of the Macdonald Effective Date (each an “ Macdonald Anniversary Date ”), the Term shall be automatically extended until the next Macdonald Anniversary Date (each a “ Macdonald Renewal Term ”), subject to termination on an earlier date in accordance with the terms and conditions of the Macdonald Employment Agreement.

The Term shall cease as of the date of Mr.

1 unchanged sentence

Macdonald will be eligible to participate in any employee benefits generally available to other employees.

The post-termination rights and benefits under the Mazarakis Employment Agreement are described below under “ Termination and Change in Control Benefits.

Joseph Duxbury:

Joseph Duxbury is an at-will employee.

He receives a base salary of $165,808 and is entitled to participate in the 2019 Plan.

Kyle Kingsley:

On December 28, 2020, Dr.

Kingsley entered into an employment agreement with Vireo, whereby Vireo agreed to continue to employ Dr.

Kingsley as Vireo’s Chief Executive Officer.

The initial term of the agreement was for two years, but automatically extended for a one-year term on each succeeding one-year anniversary of the effective date of the agreement, subject to termination on an earlier date in accordance with the terms of the employment agreement, or unless either party gives written notice of non-renewal to the other party at least 180 days prior to automatic extension.

Pursuant to this agreement, the Company agreed to pay Dr.

Kingsley an annual base salary of $360,000, with a potential annual cash bonus at the Company’s discretion in an amount determined by the Board.

On February 2, 2022, Dr.

Kingsley and Vireo entered into an amendment to the employment agreement, which provided that (i) he will receive a retention bonus equal to 100% of his annual base salary on the closing date of a change in control transaction, provided he is either still employed by Vireo on such date or any termination of his employment prior thereto was not by Vireo for cause (as defined in the employment agreement) or by him without good reason (as defined in the employment agreement), (ii) previously granted equity awards that remain unvested will vest immediately prior to the closing date of a change in control transaction, provided he is either still employed by Vireo on such date or any termination of his employment prior thereto was not by Vireo for cause or by him without good reason, and (iii) amended the severance payment rights upon termination of employment after a change in control (as defined in his employment agreement) such that if his employment is terminated by Vireo without cause (as defined in his employment agreement) or by him for good reason (as defined in his employment agreement) during the twelve months following a change in control (as defined in his employment agreement), he will receive a lump sum payment equal to 200% of his annual base salary in place at the time.

On February 12, 2023, Dr.

Kingsley and Vireo entered into a Third Amendment to the employment agreement which (i) provided for Dr.

Kingsley’s resignation as Chief Executive Officer and his appointment to the role of Executive Chairman of Vireo, (ii) lowered his annual base compensation to $260,000 per year, notwithstanding anything to the contrary in his employment agreement, and (iii) provides that all calculations of payments due to Dr.

Kingsley as a result of a future separation of his employment shall be made as if his base salary were $360,000 per year.

All other terms of Dr.

Kingsley’s employment agreement, as previously amended, remained in effect.

Patrick Peters:

On December 1, 2020, we entered into an employment agreement with Patrick Peters, in which he agreed to serve as Vireo’s Executive Vice President, Retail for an initial term of two years (the “Peters Employment Agreement”).

Pursuant to the agreement, Mr.

Peters received an annual base salary of $200,000, with a potential annual cash bonus at our Chief Executive Officer’s discretion and in an amount determined by our Chief Executive Officer.

We entered into both the first and second amendments to the Peters Employment Agreement on February 2, 2022 (collectively the “Amended Peters Employment Agreement”).

The Amended Peters Employment Agreement also provided a grant of stock options to purchase 247,141 Subordinate Voting Shares and a grant of 205,777 restricted stock units, each of which represents the right to receive one Subordinate Voting Share.

The Peters Employment Agreement terminated when he resigned from his position effective June 14, 2024.

The post-termination rights and benefits under the Macdonald Employment Agreement are described below under the section entitled “ Termination and Change in Control Benefits .”

Sean Apfelbaum:

On July 28, 2025, in connection with his appointment as General Counsel of the Company, Sean Apfelbaum entered into a letter agreement with the Company (the “ Apfelbaum Letter Agreement ”).

Under the Apfelbaum Letter Agreement, the Company agreed to pay Mr.

Apfelbaum an initial base salary of $350,000 per year, subject to review from time to time.

Apfelbaum was also granted stock of the Company in an amount equal to $100,000 upon the execution of the Apfelbaum Letter Agreement.

Under the Apfelbaum Letter Agreement, Mr.

Apfelbaum has a target discretionary bonus opportunity of $175,000 per year, composed of a $75,000 cash bonus and a grant of stock of the Company in an amount equal to $100,000 per year.

The calculation and award of such bonus will be at the discretion of the Board based on a number of factors, including overall Company results and individual performance.

Apfelbaum will be eligible to participate in the employee benefits plans and programs generally available to the Company’s employees.

Apfelbaum is an at-will employee.

Outstanding Equity Awards at 2025 Fiscal Year-End

The following table provides information about outstanding equity awards for the NEOs as of December 31, 2025.

Equity Awards (#)

Unexercisable

March 14, 2032

December 14, 2032

March 14, 2032

December 14, 2032

August 22, 2034

October 9, 2027

Market or Payout

Shares or Units

Unearned Shares,

Units or Other Rights

That Have Not

John Mazarakis

January 2, 2028

March 14, 2032

December 14, 2032

December 20, 2033

October 10, 2034

Tyson Macdonald

September 10, 2030

November 29, 2030

March 14, 2032

January 3, 2033

December 20, 2033

Patrick Peters

November 19, 2029

November 29, 2030

March 14, 2032

December 14, 2032

(1) Company Options vest quarterly in equal amounts, with the final tranche vesting on March 31, 2026.

(2) Company Options vest quarterly in equal amounts, with the final tranche vesting on December 31, 2026.

(3) Company RSUs that settle on the third anniversary of the grant date December 14, 2022.

(4) Company RSUs that 50% vest on December 17, 2025, and vest in 12.5% installments every quarter thereafter until fully vested on December 17, 2026.

Once vested, these RSUs only settle upon separation from service

(5) Company Options that fully vest on August 22, 2025.

(6) Company Options that vest in 25% installments on the anniversary of the grant date until fully vested on August 23, 2028.

(7) 25% of these Company Options vest on December 31, 2024, and the remainder will vest ratably on the last day of each calendar quarter until fully vested on December 31, 2027.

(8) 50% of these Vireo Options vest on October 10, 2025, and the remainder will vest on October 10, 2026.

(9) Company Options vest quarterly in equal amounts, with the final tranche vesting on December 31, 2027.

(10) Company RSUs that settle on the third anniversary of the grant date March 15, 2022.

(11) Company RSUs that settled on February 3, 2025.

Sean Apfelbaum

(1) This amount reflects the unvested Mazarakis Time-Vested RSUs that were issued to Mr.

Mazarakis on May 9, 2025.

6,650,000 RSUs shall become vested when the 30-day VWAP of the Company’s shares exceeds $0.85 (as adjusted for dividends and stock splits) at any time on or after the second anniversary of the Effective Date and during the term of the Mazarakis Time-Vested RSU award agreement.

An additional 6,650,000 RSUs shall become vested when the VWAP of the Company’s shares exceeds $1.05 (as adjusted for dividends and stock splits) at any time on or after the third anniversary of the Effective Date and during the term of the Mazarakis Time-Vested RSU award agreement.

(2) This amount reflects the unvested Mazarakis Performance-Vested RSUs that were issued to Mr.

Mazarakis on May 9, 2025.

6,333,333 RSUs shall become vested when the six-month trailing AEBITDA of the Company exceeds $150,000,000 and the Company’s net leverage is below 2.2x;

an additional 6,333,333 RSUs shall become vested when AEBITDA exceeds $165,000,000 and net leverage is below 2.2x;

and the final 6,333,333 RSUs shall become vested when AEBITDA exceeds $205,000,000 and net leverage is below 2.2x, in each case as determined in accordance with the terms of the award agreement.

(3) This amount reflects the unvested Macdonald Time-Vested RSUs that were issued to Mr.

Macdonald on May 9, 2025.

3,325,000 RSUs shall become vested when the 30-day VWAP of the Company’s shares exceeds $0.85 (as adjusted for dividends and stock splits) at any time on or after the second anniversary of the Effective Date and during the term of the Macdonald Time-Vested RSU award agreement.

An additional 3,325,000 RSUs shall become vested when the VWAP of the Company’s shares exceeds $1.05 (as adjusted for dividends and stock splits) at any time on or after the third anniversary of the Effective Date and during the term of the Macdonald Time-Vested RSU award agreement.

(4) This amount reflects the unvested Macdonald Performance-Vested RSUs that were issued to Mr.

Macdonald on May 9, 2025.

3,166,667 RSUs shall become vested when the six-month trailing AEBITDA of the Company exceeds $150,000,000 and the Company’s net leverage is below 2.2x;

an additional 3,166,667 RSUs shall become vested when AEBITDA exceeds $165,000,000 and net leverage is below 2.2x;

and the final 3,166,667 RSUs shall become vested when AEBITDA exceeds $205,000,000 and net leverage is below 2.2x, in each case as determined in accordance with the terms of the award agreement.

(5) The amounts in this column represent the fair market value of the RSUs as of December 31, 2025, based on the closing price of the Company’s stock of $0.6130 on December 31, 2025, which was the last business day of the year.

Retirement Benefit Plans

2 unchanged sentences

As described in more detail above, the Company entered into employment agreements with Mr.

Mazarakis, Ms.

Kingsley and Mr.

The following describes the benefits to which each of these NEOs is entitled under his or her employment agreement upon certain events.

Under their respective agreements, none of the NEOs is eligible for any post-termination benefits in the event of termination for Cause (as defined below) or without Good Reason (as defined below).

Mazarakis and Mr.

The following describes the benefits to which each of Mr.

Mazarakis and Mr.

Macdonald is entitled under his respective employment agreement upon certain events.

Under their respective agreements, neither of Mr.

Mazarakis or Mr.

Macdonald is eligible for any post-termination benefits in the event of termination for Cause (as defined below) or without Good Reason (as defined below).

Apfelbaum is an at-will employee and not entitled to any post-termination benefits under his employment agreement.

John Mazarakis

2 unchanged sentences

Mazarakis’ base salary and other compensation earned through the termination date, (a) pay an amount equal to one hundred percent (100%) of his annualized base salary as of the termination date, less all legally required and authorized deductions and withholdings, (b) accelerate the vesting of any equity incentive awards issued to Mr.

Mazarakis that remain subject to any time or performance vesting criteria as of the termination date such that the equity incentive awards become fully vested as of the termination date , (c) pay any other incentive compensation, including, without limitation, any bonus payments earned but unpaid as of the termination date, (d) reimburse Mr.

Mazarakis for the cost of continuation of health coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), through the earliest of:

(i) the twelve month anniversary of the termination date, (ii) the date Mr.

Mazarakis is eligible for and takes all steps necessary to continue his group health insurance coverage following the termination date, pay the portion of the premium costs for such coverage that the Company would pay if Mr.

Mazarakis remained employed by the Company, at the same level of coverage that was in effect as of the termination date, through the earliest of (i) the 12 month anniversary of the termination date, (ii) the date Mr.

Mazarakis becomes eligible for group health insurance coverage from any other employer, or (iii) the date Mr.

Mazarakis is no longer eligible to continue his group health insurance coverage under applicable law, and (e) pay up to US$10,000 for outplacement services by an outplacement services provider selected by Mr.

Mazarakis is no longer eligible to continue his group health insurance coverage under applicable law, and (e) pay up to $10,000 USD for outplacement services by an outplacement services provider selected by Mr.

The foregoing severance benefits are conditioned upon Mr.

Mazarakis signing and not revoking a release of claims following his termination date.

Under the Mazarakis Employment Agreement, Cause means (i) gross misconduct following a final determination by a court of competent jurisdiction;

or (ii) fraud or embezzlement following a final determination by a court of competent jurisdiction.

Good Reason means (i) a material diminution in responsibilities, authority or duties or a change in title or reporting responsibility, (ii) a material diminution in salary, other than a general reduction in base salaries that affects all similarly situated Company employees in substantially the same proportions, (iii) a material diminution in incentive compensation opportunities, (iv) a relocation of principal place of employment to a location more than 50 miles from his

principal place of employment on the Effective Date, or (v) the material breach of the Mazarakis Employment Agreement by the Company, provided, however, that Good Reason shall not exist unless Mr.

Mazarakis has first provided written notice to the Company of the initial occurrence of one or more of the conditions under clauses (i) through (iv) within 30 days of the condition’s occurrence, such condition is not fully remedied by the Company within 30 days after the Company’s receipt of written notice from Mr.

Under the Mazarakis Employment Agreement, Cause means (i) willful failure to comply with any valid and legal directive of the Board of Directors, (ii) willful engagement in dishonesty, illegal conduct, or gross misconduct, which is, in each case, injurious to the Company or any of its affiliates;

(iii) embezzlement, misappropriation, or intentional fraud, whether or not related to Mr.

Mazarakis’ employment with the Company, (iv) indictment, conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent);

(v) commission or conviction of a crime which would disqualify Mr.

Mazarakis for registration or licensure by the applicable regulatory or licensing authority governing the Company’s or any of its subsidiary’s or affiliate’s participation in a State-regulated cannabis program;

(vi) material breach of any material obligation under the Mazarakis Employment Agreement or any other written agreement between Mr.

Mazarakis and the Company or any of its subsidiaries;

or (vii) any material failure by Mr.

Mazarakis to comply with the Company’s written policies or rules, as they may be in effect from time to time, that were previously provided to Mr.

Mazarakis, if such failure causes material reputational or financial harm to the Company or any of its affiliates.

However, no termination shall be considered a termination for Cause unless the Company provides Mr.

Mazarakis written notice within 30 days of the date upon which the Company first becomes aware of the circumstances purporting to give rise to Cause which notice sets forth the specific circumstances purporting to give rise to Cause and identifying with specificity the action needed to cure.

Mazarakis shall be provided a period of not less than 30 days from the receipt of such notice to effect such cure to the reasonable satisfaction of the Company.

is not fully remedied by the Company within 30 days after the Company’s receipt of written notice from Mr.

Mazarakis, and the termination date as a result of such event occurs within 90 days after the initial occurrence of such event.

1 unchanged sentence

Mazarakis that remain subject to any time or performance vesting criteria as of the termination date such that the equity incentive awards become fully vested as of the termination date, and (b) pay any other incentive compensation, including, without limitation, any bonus payments earned but unpaid as of the termination date.

Amber Shimpa and Dr.

Kyle Kingsley

Shimpa’s or Dr.

Kingsley’s employment with the Company is terminated during the term by the Company without Cause or by Ms.

Shimpa or Dr.

Kingsley, respectively, for Good Reason before a Change in Control (as defined below), Ms.

Shimpa and Dr.

Kingsley would be entitled to:

(i) severance equal to 200% of her or his annualized base salary as of the termination date, less all legally required and authorized deductions and withholdings, and (ii) continued participation in the Company’s health insurance, with the Company paying the portion of the premiums it would pay if she or he were still an employee, through the earliest of:

(a) the 18 months anniversary of the termination date for Ms.

Shimpa and 6 months after termination for Dr.

Kingsley, (b) the date she or he becomes eligible for group health insurance coverage from any other employer, or (c) the date she or he is no longer eligible to continue her group health insurance coverage with the Company under applicable law.

In addition, all outstanding equity grants held by Ms.

Shimpa as of the termination date that are not otherwise vested shall become vested and, in the case of stock options, immediately exercisable.

Shimpa’s or Dr.

Kingsley’s employment with the Company is terminated during the term by the Company without Cause or by Ms.

Shimpa or Dr.

Kingsley, respectively for Good Reason within 12 months after a Change in Control (as defined below), Ms.

Shimpa and Dr.

Kingsley would be entitled to:

(i) severance equal to 200% of her annualized base salary as of the termination date for Ms.

Shimpa and several equal to 50% of his annualized base salary as of the termination date for Dr.

Kingsley, in each case less all legally required and authorized deductions and withholdings, (ii) continued participation in the Company’s health insurance, with the Company paying the portion of the premiums it would pay if Ms.

Shimpa were still an employee, through the earliest of:

(a) the 18 months anniversary of the termination date for Ms.

Shimpa and 12 months after termination for Dr.

Kingley, (b) the date she or he becomes eligible for group health insurance coverage from any other employer, or (c) the date she or he is no longer eligible to continue her group health insurance coverage with the Company under applicable law, and (iii) payment of up to $10,000.00 for outplacement services by an outplacement services provider selected by her or him.

Shimpa’s or Dr.

Kingsley’s, employment with the Company is terminated by the Company for Cause, by her or him other than for Good Reason or due to her or his death or disability, Ms.

Shimpa and Dr.

Kingsley, respectively, are not eligible for any post-termination benefits.

For purposes of the Restated Shimpa Employment Agreement and Dr.

Kingsley’s amended employment agreement, Cause means (i) material failure to perform her or his job duties competently as reasonably determined by the Board and as set forth in any applicable job descriptions, (ii) gross misconduct which the Board reasonably determines is (or will be if continued) demonstrably and materially damaging to the Company, (iii) fraud, misappropriation or embezzlement;

(iv) an act or acts of dishonesty intended to result in gain or personal enrichment at the expense of the Company, (v) conviction of or plea of nolo contendere to a felony regardless of whether involving the Company and whether or not committed during the course of employment, other than with respect to any criminal penalties related to the illegality of possessing or using Marijuana under the Controlled Substance Act, 21 U.S.C.

Section 812(b);

(vi) violation of the Company’s Code of Conduct, Employee Handbook or other material written policy, as reasonably determined by the Board, or (vii) the material breach of the Restated Shimpa Employment Agreement or Dr.

Kingsley’s amended employment agreement, respectively, of the Restrictive Covenants Agreement.

For purposes of the Restated Shimpa Employment Agreement and Dr.

Kingsley’s amended employment agreement, Good Reason means the initial occurrence of any of the following events without Ms.

Shimpa’s or Dr.

Kingsley’s respective consent:

(i) a material diminution in responsibilities, authority or duties for any of the positions held by (without taking into account a change in title in and of itself), (ii) a material diminution in base salary, other than a general reduction in base salaries that affects all similarly situated Company employees in substantially the same proportions, (iii) a relocation of her or his principal place of employment that increases her or his commute and is more than 50 miles from her or his principal placement of employment of the effective date of the Restated Shimpa Employment Agreement or Dr.

Kingsley’s amended employment agreement, respectively, or (iv) the material breach of the Restated Shimpa Employment Agreement or Dr.

Kingsley’s amended employment agreement, respectively by the Company, provided, however, that Good Reason shall not exist unless she or he has first provided written notice to the Company of the initial occurrence of one or more of the conditions under (i) through (iv) within 30 calendar days of the condition’s occurrence, such condition is not fully remedied by the Company within 30 calendar days after the Company’s receipt of written notice from Ms.

Shimpa or Dr.

Kingsley, respectively, and the termination date as a result of such event occurs 90 calendar days after the initial occurrence of such event.

In addition, pursuant to the Restated Shimpa Employment Agreement, Ms.

Shimpa will receive a cash retention bonus equal to 50% of her annual basis salary on the closing date of a Change in Control Transaction, with payment contingent on Ms.

Shimpa’s continued employment through the date of the closing of the Change in Control Transaction.

Shimpa’s employment is terminated prior to the closing by the Company without Cause or by Ms.

Shimpa for Good Reason, she shall be treated for these purposes as though she was employed through the closing of the Change in Control Transaction.

Pursuant to the Dr.

Kingsley’s amended employment agreement, Dr.

Kingsley will (i) receive a cash retention bonus equal to 100% of his annual base salary on the closing date of a Change in Control Transaction, provided he is either still employed by the Company on such date or any termination of his employment prior thereto was not by the Company for Cause or by him for Good Reason, and (ii) previously granted equity awards that remain unvested will vest immediately prior to the closing date of a Change in Control transaction.

Kingsley’s amended employment agreement also provides that his severance payment rights upon termination of employment after a Change in Control such that if his employment is terminated by the Company without Cause (as defined in his employment agreement) or by him for Good Reason (as defined in his employment agreement) during the twelve months following a Change in Control, he will receive a lump sum cash payment equal to 200% of his annual base salary in place at the time.

Kingsley’s employment is terminated without Cause or for Good Reason, and a Change in Control occurs (i) within six months after his termination date or (ii) within one year after his termination date, he is entitled to an additional cash payment equal to 50% of his annualized base salary in a lump sum payment no later than 10 days after the Change in Control.

For purposes of the Restated Shimpa Employment Agreement and Dr.

Kingsley’s amended employment agreement, Change in Control means a change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any one person, or more than one person acting as a group (“Person”) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions.

For this purpose, gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

Tyson Macdonald

2 unchanged sentences

Macdonald’s base salary and other compensation earned through the termination date, (a) pay an amount equal to one hundred percent (100%) of his annualized base salary as of the termination date, less all legally required and authorized deductions and withholdings, (b) accelerate the vesting of any equity incentive awards issued to Mr.

Macdonald that remain subject to any time or performance vesting criteria as of the termination date such that the, (c) pay any other incentive compensation, including, without limitation, any bonus payments earned but unpaid as of the termination date, (d) reimburse Mr.

Macdonald for the cost of continuation of health coverage pursuant to the COBRA, through the earliest of:

(i) the twelve month anniversary of the termination date, (ii) the date Mr.

Macdonald is eligible for and takes all steps necessary to continue his group health insurance coverage following the termination date, pay the portion of the premium costs for such coverage that the Company would pay if Mr.

Macdonald remained employed by the Company, at the same level of coverage that was in effect as of the termination date, through the earliest of (i) the 12 month anniversary of the termination date, (ii) the date Mr.

Macdonald becomes eligible for group health insurance coverage from any other employer, or (iii) the date Mr.

Macdonald is no longer eligible to continue his group

health insurance coverage under applicable law, and (e) pay up to US$10,000 for outplacement services by an outplacement services provider selected by Mr.

Macdonald is no longer eligible to continue his group health insurance coverage under applicable law , and (e) pay up to $10,000 USD for outplacement services by an outplacement services provider selected by Mr.

The foregoing severance benefits are conditioned upon Mr.

Macdonald signing and not revoking a release of claims following his termination date.

Separation and Consulting Agreement

On October 10, 2024, Mr.

Rosen resigned as Chief Executive Officer and Interim Chief Financial Officer of the Company.

In conjunction with his resignation, Mr.

Rosen and the Company entered into a separation agreement (the “Separation Agreement”) dated October 9, 2024 that provides, among other things, for the grant of 500,000 RSUs, which vest in 12 equal installments commencing January 1, 2025 and ending on December 1, 2025 and 500,000 immediately exercisable stock options with an exercise price per share of US$0.50.

Such options expire October 9, 2027.

Rosen will receive salary continuation for two years at a rate of US$300,000 per year.

Pursuant to the Separation Agreement, the vesting of 250,000 options granted to Mr.

Rosen in August 2024 were accelerated and are exercisable until October 9, 2027.

On October 10, 2024, the Company’s wholly-owned subsidiary Vireo Health, Inc.

Rosen entered into a Consulting Agreement (the “Consulting Agreement”) pursuant to which Mr.

Rosen will be paid consulting fees at a rate of US$1,000 per hour for his advice and involvement with certain litigation between the Company and Verano.

On June 14, 2024, Mr.

Peters resigned as Executive Vice President, Retail of Vireo Health, Inc., a wholly-owned subsidiary of the Company.

Peters did not receive any additional compensation in connection with his resignation.

Under the Macdonald Employment Agreement, Cause means (i) willful failure to comply with any valid and legal directive of the Board of Directors, (ii) willful engagement in dishonesty, illegal conduct, or gross misconduct, which is, in each case, injurious to the Company or any of its affiliates;

(iii) embezzlement, misappropriation, or intentional fraud, whether or not related to Mr.

Macdonald’s employment with the Company, (iv) indictment, conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent);

(v) commission or conviction of a crime which would disqualify Mr.

Macdonald for registration or licensure by the applicable regulatory or licensing authority governing the Company’s or any of its subsidiary’s or affiliate’s participation in a State-regulated cannabis program;

(vi) material breach of any material obligation under the Macdonald Employment Agreement or any other written agreement between Mr.

Macdonald and the Company or any of its subsidiaries;

or (vii) any material failure by Mr.

Macdonald to comply with the Company’s written policies or rules, as they may be in effect from time to time, that were previously provided to Mr.

Macdonald, if such failure causes material reputational or financial harm to the Company or any of its affiliates.

However, no termination shall be considered a termination for Cause unless the Company provides Mr.

Macdonald written notice within 30 days of the date upon which the Company first becomes aware of the circumstances purporting to give rise to Cause which notice sets forth the specific circumstances purporting to give rise to Cause and identifying with specificity the action needed to cure.

Macdonald shall be provided a period of not less than 30 days from the receipt of such notice to effect such cure to the reasonable satisfaction of the Company.

Macdonald has first provided written notice to the Company of the initial occurrence of one or more of the conditions under clauses (i) through (iv) within 30 days of the condition’s occurrence, such condition is not fully remedied by the Company within 30 days after the Company’s receipt of written notice from Mr.

Macdonald, and the termination date as a result of such event occurs within 90 days after the initial occurrence of such event.

Macdonald’s employment is terminated by reason of his death or disability, then the Company shall (a) accelerate the vesting of any equity incentive awards issued to Mr.

Macdonald that remain subject to any time or performance vesting criteria as of the termination date such that the equity incentive awards become fully vested as of the termination date, and (b) pay any other incentive compensation, including, without limitation, any bonus payments earned but unpaid as of the termination date.

2019 Equity Incentive Plan

10 unchanged sentences

In the event that the successor corporation does not assume or substitute for the award (or portion thereof), the participant will fully vest in and have the right to exercise all of his or her outstanding Company options, including those not otherwise vested or exercisable, and the Company options will be exercisable for a period of time determined by the administrator.

Additionally, all restrictions on restricted stock and RSUs will lapse, and with respect to awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at one hundred percent of target levels and all other terms and conditions met.

An award will be considered assumed if, following the merger or Change in Control, the award confers the right to purchase or receive, for each Company Share subject to the award immediately prior to the merger or Change in Control, the consideration (whether stock, cash, or other securities or property) received in the merger or Change in Control by holders of Subordinate Voting Shares for each Company Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Company Shares);

provided, however, that if such consideration received in the merger or Change in Control is not solely common shares of the successor corporation or its parent, the administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of a Company option for each Company Share subject to such award, to be solely common shares of the successor corporation or its parent equal in fair market value to the per share consideration received by holders of Subordinate Voting Shares in the merger or Change in Control.

For purposes of the Equity Incentive Plan, Change in Control means the occurrence of any of the following events:

For purposes of the 2019 Incentive Plan, Change in Control means the occurrence of any of the following events:

Change in Ownership of the Company.

10 unchanged sentences

(A) its sole purpose is to change the jurisdiction of the Company’s incorporation, or (B) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction

Other Termination

For any other termination of employment, vested Company options remain exercisable for two years after the termination date and any unvested Company options and vested Company options not exercised during this time period will be terminated.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Securities Authorized for Issuance Under Our Equity Compensation Plans

Vireo adopted the 2019 Incentive Plan effective March 18, 2019, permitting the grant of Awards, as more fully described below.

Vireo adopted the 2019 Incentive Plan effective March 18, 2019, permitting the grant of certain types of equity awards, as more fully described below.

In addition, from time to time, we may grant options as incentives or compensation mechanisms for executives and directors pursuant to their employment agreements

Equity Compensation Plans

The following table sets forth, as of December 31, 2024, securities authorized for issuance under each of the 2018 Equity Incentive Plan (the “ 2018 Plan ”), the 2019 Equity Incentive Plan (the “ 2019 Plan ”), and any equity issued under an employment agreement.

All outstanding options under the 2018 Equity Incentive Plan, as well as all outstanding compensation warrants, settle in Subordinate Voting Shares.

Outstanding options and under the 2019 Equity Incentive Plan settle in either Subordinate Voting Shares of Vireo or Multiple Voting Shares, at the Company’s option.

All restricted stock units issued under the 2019 Equity Incentive Plan or an employment agreement settle in Subordinate Voting Shares.

Figures below are presented on an as-converted basis.

Equity Compensation Plan Information

The following table sets forth, as of December 31, 2025, securities authorized for issuance under the 2019 Incentive Plan and any equity issued under an employment agreement.

Outstanding options under the 2019 Incentive Plan settle in

Subordinate Voting Shares.

All restricted stock units issued under the 2019 Incentive Plan or an employment agreement settle in Subordinate Voting Shares.

Number of securities

remaining available

for future issuance

to be issued upon

Weighted-average

remaining available

exercise price of

for future issuance

compensation plans

outstanding options,

(excluding securities

warrants and rights

reflected in column (a))

Plan Category

warrants and RSUs

compensation plans

Equity compensation plans approved by security holders

3 unchanged sentences

and (2) RSUs covering the right to receive a total of 10,014,310 Shares, representing 0.9% of the then outstanding number of Shares.

At December 31, 2024, the following Awards were outstanding outside of the 2019 Incentive Plan:

(2) At December 31, 2025, the following Awards were outstanding outside of the 2019 Incentive Plan to certain executive officers and employees pursuant to the terms of their employment agreements or amendments thereto:

(1) Options exercisable for a total of 18,852,813 Shares, representing 1.7% of the then outstanding number of Shares;

and (2) RSUs covering the right to receive a total of 49,550,907 Shares, representing 4.6% of the then outstanding number of Shares.

(3) The weighted average exercise price does not take into account outstanding RSUs.

RSUs do not have an exercise price and are delivered without any payment by the award recipient.

(4) As of December 31, 2025, an aggregate of 82,170,679 Shares remained available for issuance under the 2019 Incentive Plan, representing approximately 7.6% of the then outstanding number of Shares.

No Shares are reserved and available for issuance outside of the 2019 Incentive Plan.

In January 2019, the Company adopted the 2019 Plan, which was approved by shareholders.

Subject to adjustment provisions as provided in the 2019 Plan, the maximum number of Subordinate Voting Shares that may be issued under the 2019 Equity Incentive Plan is equal to 10% of the number of issued and outstanding Subordinate Voting Shares from time to time, on an as converted to Subordinate Voting Shares basis.

No future awards will be made under the 2018 Plan.

Awards under the 2019 Plan may be made in any form permitted under the 2019 Plan, in any combinations approved by the Board of Directors.

For the purposes of this report, the term “as converted to Subordinate Voting Shares basis” includes the conversion of the Multiple Voting Shares and Super Voting Shares into Subordinate Voting Shares.

Vireo adopted the 2019 Incentive Plan effective March 18, 2019, permitting the grant of incentive stock options, nonstatutory stock options, stock appreciation rights), restricted stock and RSUs.

In addition, from time to time, we may grant options as incentives or compensation mechanisms for executives and directors pursuant to their employment agreements.

Under the rules of the CSE, Vireo is required to seek shareholder re-approval every three years.

Approval from shareholders was last received at the general and special meeting held on June 21, 2024, and will be required on or before June 21, 2027.

See “Summary of Terms and Conditions of the 2019 Incentive Plan” below.

The Company has granted equity compensation outside of the 2019 plan.

These equity grants of options and RSUs were issued pursuant to employment agreements between the individuals and the Company.

The Company has granted equity compensation outside of the 2019 Plan.

The Company has granted equity compensation outside of the 2019 Incentive Plan.

These equity grants of options and RSUs were issued pursuant to employment agreements between the individuals and the Company, as follows:

(i) Employment Agreement with Joshua Rosen and

Vireo Health, Inc., dated December 4, 2022;

(i) Employment Agreement with Joshua Rosen and Vireo Health, Inc., dated December 4, 2022;

(ii) Second Amendment to Employment Agreement, effective December 14, 2022, by and among Goodness Growth Holdings, Inc., Vireo Health, Inc.

10 unchanged sentences

and Amber Shimpa;

and (viii) Second Amendment to Employment Agreement, effective December 14, 2022, by and among Goodness Growth Holdings, Inc., Vireo Health, Inc.

(viii) Second Amendment to Employment Agreement, effective December 14, 2022, by and among Goodness Growth Holdings, Inc., Vireo Health, Inc.

and Patrick Peters (collectively, the “ Additional Grant Agreements ”);

(ix) First Amendment to Employment Agreement, dated March 6, 2025, by and between Vireo Growth Inc.

and John Mazarakis;

and (x) First Amendment to Employment Agreement, dated March 6, 2025, by and

between Vireo Growth Inc.

and Tyson Macdonald.

Pursuant to the Additional Grant Agreements the Company agreed to grant (i) options to purchase Subordinate Voting Shares, exercisable for a period of ten years from the date of grant at an exercise price equal to the volume weighted-average closing price of the shares on the CSE for the two trading days immediately preceding the date of grant on the vesting terms set out in the applicable option award agreement;

7 unchanged sentences

The incentive stock options vested at the discretion of the Board.

No future awards will be made under the 2018 Plan.

Summary of Terms and Conditions of the 2019 Incentive Plan

1 unchanged sentence

The purpose of the 2019 Incentive Plan is to enable Vireo and its affiliated companies to:

(i) attract and retain the best available personnel for positions of substantial responsibility for Vireo, (ii) to provide additional incentive to employees, directors, and consultants of Vireo, and (iii) to promote the success of Vireo’s business.

The 2019 Incentive Plan permits the grant of Awards, as defined herein and more fully described below.

Any employees, officers, directors, or consultants of Vireo or its affiliated companies are eligible to participate in the 2019 Incentive Plan if selected by the administrator of the 2019 Incentive Plan, being the Compensation Committee, failing which the administrator of the Plan will be the Board (the " Participants ").

The basis of participation of an individual under the 2019 Incentive Plan, and the type and amount of any Award that an individual will be entitled to receive under the 2019 Incentive Plan, will be determined by the Compensation Committee or the Board based on its judgment as to the best interests of Vireo and its shareholders, and therefore cannot be determined in advance.

The maximum number of Shares that may be issued under the 2019 Incentive Plan is 10% of the Shares outstanding from time to time (assuming the conversion of all Multiple Voting Shares into Subordinate Voting Shares).

(i) attract and retain the best available personnel for positions of substantial responsibility, (ii) to provide additional incentive to employees, directors, and consultants of Vireo, and (iii) to promote the success of Vireo’s business.

The 2019 Incentive Plan permits the grant of incentive stock options (“ ISOs ”), nonstatutory stock options (“ NSOs ”), stock appreciation rights (“ SARs ”), restricted stock and RSUs (“ Awards ” and, individually, an “ Award ”).

Any employees, officers, directors, or consultants of Vireo or its affiliated companies are eligible to participate in the 2019 Incentive Plan if selected by the administrator of the 2019 Incentive Plan, being the NCGC Committee, failing which the administrator of the Plan will be the Board (the “ Participants ”).

The basis of participation of an individual under the 2019 Incentive Plan, and the type and amount of any Award that an individual will be entitled to receive under the 2019 Incentive Plan, will be determined by the NCGC Committee or the Board based on its judgment as to the best interests of Vireo and its shareholders, and therefore cannot be determined in advance.

The maximum number of Subordinate Voting Shares (as used in this discussion, “ Shares ”) that may be issued under the 2019 Incentive Plan is 10% of the Shares outstanding from time to time (assuming the conversion of all Multiple Voting Shares into Subordinate Voting Shares).

Any Shares subject to an Award under the 2019 Incentive Plan that are forfeited, surrendered, cancelled, repurchased, expire unexercised, are settled in cash, or are used or withheld to satisfy tax withholding obligations of a Participant are again available for Awards under the 2019 Incentive Plan.

1 unchanged sentence

Awards Options

Options granted under the 2019 Incentive Plan are subject to the terms and conditions established by the Compensation Committee or the Board and set forth in the applicable award agreement.

The Compensation Committee or the Board is authorized to grant Options to purchase Shares that are either ISOs, meaning they are intended to satisfy the requirements of Section 422 of the Code, or NSOs, meaning they are not intended to satisfy the requirements of Section 422 of the Code.

Options granted under the 2019 Incentive Plan are subject to the terms and conditions established by the NCGC Committee or the Board and set forth in the applicable award agreement.

The NCGC Committee or the Board is authorized to grant Options to purchase Shares that are either ISOs, meaning they are intended to satisfy the requirements of Section 422 of the Code and the regulations promulgated thereunder, or NSOs, meaning they are not intended to satisfy the requirements of Section 422 of the Code.

Under the terms of the 2019 Incentive Plan, the exercise price of the Options will not be less than 100% of the “Fair Market Value” per Share on the date of grant.

The “Fair Market Value” on any date means (i) the closing price of the Shares on an established stock exchange on such date, (ii) if the Shares are regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value will be the mean between the high bid and low asked prices for the Shares on the day of determination, or (iii) in the absence of an established market for the Shares, the Fair Market Value will be determined in good faith by the Compensation Committee or the Board.

Notwithstanding the foregoing, in the case of (i) above, as the Shares are listed on the CSE, for the purposes of establishing the exercise price of any Options, the Fair Market Value shall not be lower than the greater of the closing market price of the Subordinate Voting Shares on the CSE on (A) the trading day prior to the date of grant of the Options, and (B) the date of grant of the Options.

Notwithstanding the foregoing, in the case of (i) above, as the Shares are listed on the CSE, for the purposes of establishing the exercise price of any Options, the Fair Market Value shall not be lower than the greater of the closing market price of the Shares on the CSE on (A) the trading day prior to the date of grant of the Options, and (B) the date of grant of the Options.

In addition, in the case of an ISO granted to an employee who owns stock representing more than 10% of the voting power of all classes of stock of Vireo, the per Share exercise price will be no less than 110% of the Fair Market Value per Share on the date of grant.

The maximum term of an Option granted under the 2019 Incentive Plan will be ten years from the date of grant (or five years in the case of an ISO granted to a 10% shareholder).

Payment in respect of the exercise of an Option may be made in cash, cheque, promissory note (to the extent permitted by applicable law), other Shares, cashless exercise consideration, net exercise, or by such other method as the Compensation Committee or the Board may determine to be appropriate and permitted by applicable law, or any combination of the foregoing.

The maximum term of an Option granted under the 2019 Incentive Plan will be ten years from the date of grant (or five years in the case of an ISO granted to a greater than 10% shareholder).

Payment in respect of the exercise of an Option may be made in cash, check, promissory note (to the extent permitted by applicable law), other Shares, cashless exercise consideration, net exercise, or by such other method as the NCGC Committee or the Board may determine to be appropriate and permitted by applicable law, or any combination of the foregoing.

If a Participant ceases to be an employee, officer, director or consultant of Vireo or an affiliated company, other than upon the Participant’s termination as the result of the Participant’s death or disability, the Participant may exercise his or her Option within 30 days of termination, or such longer period of time as is specified in the award agreement (but not later than the expiration of the term of such Option as set forth in the award agreement) to the extent that the Option is vested on the date of termination.

2 unchanged sentences

In the case of any unvested Options, the Shares covered by the Option will revert to the 2019 Incentive Plan.

Notwithstanding the foregoing, at any time after the grant of an Option, the Compensation Committee or the Board, in its sole discretion, may reduce or waive the vesting criteria applicable to the Option.

Notwithstanding the foregoing, at any time after the grant of an Option, the NCGC Committee or the Board, in its sole discretion, may reduce or waive the vesting criteria applicable to the Option.

Restricted Stock

A restricted stock award is a grant of Shares to a Participant, which Shares are subject to forfeiture restrictions during a restriction period.

The restriction period may be based on the passage of time, the achievement of target levels of performance, or the occurrence of such other events as determined by the Compensation Committee, or the Board.

Each Award of restricted stock will be evidenced by an award agreement that will specify the restriction period, the number of Shares granted, and such other terms and conditions as the Compensation Committee or the Board determines.

The Compensation Committee or the Board can impose such restrictions on the restricted stock as it deems advisable.

The Compensation Committee or the Board, in their discretion, may accelerate the time at which any restrictions will lapse or

During the restriction period, Participants holding shares of restricted stock under the 2019 Incentive Plan may not vote those Shares but will be entitled to receive all dividends and other distributions paid with respect to such Shares (unless the Compensation Committee or the Board provide otherwise).

The restriction period may be based on the passage of time, the achievement of target levels of performance, or the occurrence of such other events as determined by the NCGC Committee, or the Board.

Each award of restricted stock will be evidenced by an award agreement that will specify the restriction period, the number of Shares granted, and such other terms and conditions as the NCGC Committee or the Board determines.

The NCGC Committee or the Board can impose such restrictions on the restricted stock as it deems advisable.

The NCGC Committee or the Board, in their discretion, may accelerate the time at which any restrictions will lapse or be removed.

An RSU is a bookkeeping entry representing an amount equal to the Fair Market Value of one Share.

The Compensation Committee or the Board will set vesting criteria in its discretion, which, depending on the extent to which the criteria are met, will determine the number of RSUs that will be paid out to the Participant.

The Compensation Committee or the Board may set vesting criteria based upon the achievement of company-wide, business unit, or individual goals (including, but not limited to, continued employment or service), or any other basis determined by the Compensation Committee or the Board in its discretion.

Upon meeting the applicable vesting criteria, the Participant will be entitled to receive a payout as determined by the Compensation Committee or the Board.

Notwithstanding the foregoing, at any time after the grant of RSUs, the Compensation Committee or the Board, in their sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout.

The NCGC Committee or the Board will set vesting criteria in its discretion, which, depending on the extent to which the criteria are met, will determine the number of RSUs that will be paid out to the Participant.

The NCGC Committee or the Board may

set vesting criteria based upon the achievement of company-wide, business unit, or individual goals (including, but not limited to, continued employment or service), or any other basis determined by the NCGC Committee or the Board in its discretion.

Upon meeting the applicable vesting criteria, the Participant will be entitled to receive a payout as determined by the NCGC Committee or the Board.

Notwithstanding the foregoing, at any time after the grant of RSUs, the NCGC Committee or the Board, in their sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout.

Stock Appreciation Rights

An SAR entitles the Participant to receive, upon exercise of the SAR, the increase in the Fair Market Value of a specified number of Shares from the date of the grant of the SAR and the date of exercise payable in Shares.

Each SAR grant will be evidenced by an award agreement that will specify the exercise price, the term of the SAR, the conditions of exercise, and such other terms and conditions as the Compensation Committee, in its sole discretion, will determine;

A SAR entitles the Participant to receive, upon exercise of the SAR, the increase in the Fair Market Value of a specified number of Shares from the date of the grant of the SAR and the date of exercise payable in Shares.

Each SAR grant will be evidenced by an award agreement that will specify the exercise price, the term of the SAR, the conditions of exercise, and such other terms and conditions as the NCGC Committee, in its sole discretion, will determine;

provided that the per share exercise price for the Shares that will determine the amount of the payment to be received upon exercise of a SAR will be no less than 100% of the Fair Market Value per Share on the date of grant.

No SAR may be exercised more than ten years from the grant date.

The Compensation Committee or the Board may impose restrictions on the grant, exercise or payment of an Award as it determines appropriate.

The NCGC Committee or the Board may impose restrictions on the grant, exercise or payment of an Award as it determines appropriate.

Generally, Awards granted under the 2019 Incentive Plan shall be nontransferable except by will, by the laws of descent and distribution, by Rule 701 under the U.S.

2 unchanged sentences

No Option (or, if applicable, SARs) shall be exercisable, no Shares shall be issued, no certificates for Shares shall be delivered and no payment shall be made under the 2019 Incentive Plan except in compliance with all applicable laws.

The Board may amend, alter, suspend or terminate the 2019 Incentive Plan and the Compensation Committee or the Board may amend any outstanding Award at any time;

The Board may amend, alter, suspend or terminate the 2019 Incentive Plan and the NCGC Committee or the Board may amend any outstanding Award at any time;

provided that (i) such amendment, alteration, suspension, discontinuation, or termination shall be subject to the approval of Shareholders if such approval is necessary to comply with any applicable laws, (ii) no such amendment, alteration, suspension or termination may impair the rights of a Participant without the Participant’s written agreement, and (iii) such amendment, alteration, suspension, discontinuation, or termination is in compliance with CSE Policies.

In the event of any dividend, recapitalization, forward or reverse stock split, reorganization, merger, consolidation, split-up, split-off, combination, repurchase or exchange of Shares or other securities of Vireo, or other change in the corporate structure of Vireo affecting the Shares occurs, the Compensation Committee or the Board will make such adjustment, which is appropriate in order to prevent diminution or enlargement of the benefits or potential benefits to Participants under the 2019 Incentive Plan, to the number and class of shares of stock that may be delivered under the 2019 Incentive Plan and/or the number, class, and price of shares of stock covered by each outstanding Award.

In the event of a merger of Vireo with or into another entity or a change in control, each outstanding Award will be treated as the Compensation Committee or Board determine without a Participant’s consent, including, without limitation, that (A) Awards will be assumed, or substantially equivalent Awards will be substituted, by the acquiring or succeeding corporation with appropriate adjustments as to the number and kind of shares and prices;

In the event of any dividend, recapitalization, forward or reverse stock split, reorganization, merger, consolidation, split-up, split-off, combination, repurchase or exchange of Shares or other securities of Vireo, or other change in the corporate structure of Vireo affecting the Shares occurs, the NCGC Committee or the Board will make such adjustment, which is appropriate in order to prevent diminution or enlargement of the benefits or potential benefits to Participants under the 2019 Incentive Plan, to the number and class of shares of stock that may be delivered under the 2019 Incentive Plan and/or the number, class, and price of shares of stock covered by each outstanding Award.

In the event of a merger of Vireo with or into another entity or a change in control, each outstanding Award will be treated as the NCGC Committee or Board determine without a Participant’s consent, including, without limitation, that (A) Awards will be assumed, or substantially equivalent Awards will be substituted, by the acquiring or succeeding corporation with appropriate adjustments as to the number and kind of shares and prices;

(B) upon written notice to a Participant, that the Participant’s Awards will terminate upon or immediately prior to the consummation of such merger or change in control;

(C) outstanding Awards will vest and become exercisable, realizable, or payable, or restrictions applicable to an Award will lapse, in whole or in part prior to or upon consummation of such merger or change in control, and, to the extent the Compensation Committee or the Board determine, terminate upon or immediately prior to the effectiveness of such merger or change in control;

(D) (I) the termination of an Award in exchange for an amount of cash and/or property, if any, equal to the amount that would have been attained upon the exercise of such Award or realization of the Participant’s rights as of the date of the occurrence of the transaction (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction the Compensation Committee or the Board determines in good faith that no amount would have been attained upon the exercise of such Award or realization of the Participant’s rights, then such Award may be terminated by Vireo without payment), or (II) the replacement of such Award with other rights or property selected by the Compensation Committee or Board in its sole discretion;

(C) outstanding Awards will vest and become exercisable, realizable, or payable, or restrictions applicable to an Award will lapse, in whole or in part prior to or upon consummation of such merger or change in control, and, to the extent the NCGC Committee or the Board determines, terminate upon or immediately prior to the effectiveness of such merger or change in control;

the exercise of such Award or realization of the Participant’s rights, then such Award may be terminated by Vireo without payment), or (II) the replacement of such Award with other rights or property selected by the NCGC Committee or Board in its sole discretion;

or (E) any combination of the foregoing.

7 unchanged sentences

Generally, a person has beneficial ownership of a security if the person possesses sole or shared voting or investment power of that security, including any securities of which a person has the right to acquire beneficial ownership within 60 days.

Except as otherwise noted, each beneficial owner listed in the table has sole voting and investment power with regard to the Goodness Shares owned by such person.

The ownership percentages are based on the following Goodness Shares outstanding at the close of business on February 15, 2025:

Except as otherwise noted, each beneficial owner listed in the table has sole voting and investment power with regard to the Vireo Shares owned by such person.

The ownership percentages are based on the following Vireo Shares outstanding at the close of business on February 17, 2026:

1,057,131,571 Subordinate Voting Shares, 233,192 Multiple Voting Shares.

3 unchanged sentences

Chicago Atlantic Opportunities, LLC (2)

CA PIPE SPV, LLC (3)

FarmaceuticalRX LLC (4)

Keith Capurro, Ryan Breeden, and KCRB LLC

Gary Primm and GEP Ventures, LLC

Roger Primm and RP Holding, LLC

NEOs and Directors

1 unchanged sentence

Tyson Macdonald

Patrick Peters

Sean Apfelbaum

Kyle Kingsley

Directors and executive officers as a group (5 persons) (11)

2 unchanged sentences

Each Multiple Voting Share is convertible into 100 Subordinate Voting Shares.

(2) Reflects the Vireo Shares as reported on Form 4 filed with the SEC on August 2, 2024 on behalf of Chicago Atlantic Credit Opportunities, LLC (“ CACO ”), Chicago Atlantic Advisers, LLC (“ CAA ”), Chicago Atlantic Group GP, LLC (“ CAGGP ”), Chicago Atlantic Group, LP (“ CAG ”), Chicago Atlantic GP Holdings, LLC (“ CAGPH ”), Chicago Atlantic Manager, LLC (“ CAM ”), Chicago Atlantic Opportunity GP, LLC (“CAOGP”), Chicago Atlantic Opportunity Portfolio, LP (“ CAOP ”).

(2) Reflects the Vireo Shares as reported on Form 4 filed with the SEC on June 13, 2025 on behalf of Chicago Atlantic Credit Opportunities, LLC (“ CACO ”), Chicago Atlantic Equity Fund LLC (“ CAEF ”), Chicago Atlantic

Credit (“ CAC ”), Chicago Atlantic Credit Company (“ CACC ”), Chicago Atlantic Advisers, LLC (“ CAA ”), Chicago Atlantic Group GP, LLC (“ CAGGP ”), Chicago Atlantic Group, LP (“ CAG ”), Chicago Atlantic GP Holdings, LLC (“ CAGPH ”), Chicago Atlantic Manager, LLC (“ CAM ”), Chicago Atlantic Opportunity GP, LLC (“CAOGP”), Chicago Atlantic Opportunity Portfolio, LP (“ CAOP ”).

CAGGP is the general partner of CAG, which is the managing member of CAA, which is the investment manager of CACO and CAOP.

CAGPH is the managing member of CAM, which is the managing member of CACO.

CAGPH is also the sole member of CAOGPm which is the general partner of CAOP.

CAGPH is also the sole member of CAOGP which is the general partner of CAOP.

The business address for the foregoing entities is 420 N Wabash Ave, Suite 500, Chicago, Illinois 60611.

Additionally, this reflects 6,091,179 exercisable warrants held collectively by the aforementioned entities.

(3) Reflects the Vireo Shares as reported on Schedule 13G filed with the SEC on December 31, 2024 on behalf of by CA PIPE SPV, LLC.

CA PIPE SPV, LLC has sole voting and dispositive power over 32,032,000 subordinate voting shares.

The business address for CA PIPE SPV, LLC is 1680 Michigan Avenue, Suite 700, Miami Beach, Florida 33139.

(4) Reflects 31,184,875 shares acquired by FarmaceuticalRX LLC in the Equity Raise.

(5) Includes 5,953,500 Vireo Options to purchase Subordinate Voting Shares that are exercisable within 60 days of February 15, 2025, and 262,708 Vireo RSUs that settle in Subordinate Voting Shares within 60 days of February 15, 2025.

(6) Includes 2,619,453 Vireo Options to purchase Subordinate Voting Shares that are exercisable within 60 days of February 15, 2025.

(7) Includes 3,512,692 Vireo Options to purchase Subordinate Voting Shares that are exercisable within 60 days of February 15, 2025, and 103,491 Vireo RSUs that settle in Subordinate Voting Shares within 60 days of February 15, 2025.

(8) Includes 134,803 Vireo Options to purchase Subordinate Voting Shares that are exercisable within 60 days of February 15, 2025.

(9) Includes 641,906 Vireo Options to purchase Subordinate Voting Shares that are exercisable within 60 days of February 15, 2025, and 53,073 Vireo RSUs that settle in Subordinate Voting Shares within 60 days of February 15, 2025.

(10) Includes 670,073 Vireo Options to purchase Subordinate Voting Shares that are exercisable within 60 days of February 15, 2025, and 33,170 Vireo RSUs that settle in Subordinate Voting Shares within 60 days of February 15, 2025.

(11) Includes 604,457 Vireo Options to purchase Subordinate Voting Shares that are exercisable within 60 days of February 15, 2025, and 33,170 Vireo RSUs that settle in Subordinate Voting Shares within 60 days of February 15, 2025.

(12) Includes 1,025,647 Vireo Options to purchase Subordinate Voting Shares that are exercisable within 60 days of February 15, 2025, and 33,170 Vireo RSUs that settle in Subordinate Voting Shares within 60 days of February 15, 2025.

Additionally, this reflects 6,091,179 exercisable warrants held collectively by the aforementioned entities, 15,680,000 of convertible debt, and 8,000,000 shares held by private funds affiliated with Chicago Atlantic.

(3) Reflects the Vireo Shares as reported on Schedule 13D filed with the SEC on August 1, 2025, on behalf of Keith Capurro, Ryan Breeden and KCRB LLC.

Capurro has sole voting and dispositive power over 1,781,570 subordinate voting shares and shared voting and dispositive power over 58,421,110 subordinate voting shares.

Breeden has sole voting and dispositive power over 890,785 subordinate voting shares and shared voting and dispositive power over 58,421,110 subordinate voting shares.

KCRB LLC has shared voting and dispositive power over 58,421,110.

Capurro owns 65.7% of the ownership interests of KCRB LLC and Mr.

Breeden owns 34.3% of the ownership interests of KCRB LLC.

Breeden and KCRB LLC acquired the subordinate voting shares described above as consideration for common stock of Deep Roots Holdings, Inc.

when Vireo completed its acquisition of Deep Roots Holdings, Inc.

on June 6, 2025.

The address of Mr.

Capurro and KCRB LLC is 2542 Meraki, Reno, NV 89508.

The address of Mr.

Breeden is 1813 South 9th Street, Las Vega, NV 89509.

(4) Reflects the Vireo Shares as reported on Schedule 13G filed with the SEC on July 28, 2025, on behalf of Gary Primm and GEP Ventures, LLC, which have shared voting and dispositive power over 59,630,517 subordinate voting shares.

The address for Mr.

Primm is 3945 Jacob Lake Circle, Las Vegas, NV 89118.

The address for GEP Ventures, LLC is P.O.

Box 94825, Las Vegas, NV 89193.

(5) Reflects the Vireo Shares as reported on Schedule 13G filed with the SEC on September 19, 2025, on behalf of Roger Primm and RP Holding, LLC, which have shared voting and dispositive power over 59,630,517 subordinate voting shares.

The address for Mr.

Primm is 5100 Franktown Road, Washoe Valley, NV 89704.

The address for RP Holding, LLC is 5310 Kietzke Lane, Unit 101, Reno, NV 89511.

(6) This amount does not include (i) the 13,300,000 Mazarakis Time-Vested RSUs, which will not become vested within 60 days of February 17, 2026, or (ii) the 19,000,000 Mazarakis Performance-Vested RSUs that are subject to vesting to the extent that performance objectives are met.

(7) This amount does not include (i) the 6,650,000 Macdonald Time-Vested RSUs, which will not become vested within 60 days of February 17, 2026 or (ii) the 9,500,000 Macdonald Performance-Vested RSUs that are subject to vesting to the extent performance objectives are met.

(8) Includes 787,741 Vireo Options to purchase Subordinate Voting Shares that are currently exercisable or exercisable within 60 days of February 17, 2026.

(9) Includes 722,741 Vireo Options to purchase Subordinate Voting Shares that are currently exercisable or exercisable within 60 days of February 17, 2025.

(10) Includes 1,143,315 Vireo Options to purchase Subordinate Voting Shares that are currently exercisable or exercisable within 60 days of February 17, 2026.

(11) Includes all directors and current executive officers.

5 unchanged sentences

Transactions with Related Parties

CAG, of which Mr.

Mazarakis serves as partner, is an affiliate of the Agent.

Chicago Atlantic Group, LP (“CAG”), of which Mr.

Mazarakis serves as partner, is an affiliate of Chicago Atlantic Admin, LLC (the “ Agent ”), the administrative and collateral agent under Vireo’s senior secured delayed draw term loan (the “ Credit Facility ”) granted pursuant to the credit agreement dated March 25, 2021, as amended (the “ Credit Agreement ”), which was fully retired on July 7, 2025, as discussed below.

In addition, the Company’s wholly-owned subsidiary, Vireo Health of Minnesota, LLC was party to two credit agreements, dated as of May 20, 2024 and December 27, 2024, respectively, under which the Agent served as administrative agent and collateral agent, which were fully retired on July 7, 2025.

Given his ownership interest in the Agent and its affiliates, Mr.

Mazarakis has an approximate 28% interest in the Company’s transactions with the Agent.

As detailed in prior filings by the Company, on March 31, 2023, the Company executed a fifth amendment to its Credit Facility with the Agent.

The amended Credit Facility extended the maturity date on the Company’s 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 and considered a deferred financing cost.

On April 28, 2023, the Company closed on a convertible debt facility with the Agent, which enabled the Company to access up to $10,000,000 in aggregate principal amount of theConvertible Notes.

The convertible debt facility had a term of three years, with an annual interest rate of 12.0%:

6.0% cash and 6.0% paid-in-kind interest.

The Company ultimately drew down the full $10,000,000.

For each tranche advanced, the principal amount of Convertible Notes outstanding, plus all paid-in-kind interest and all other accrued but unpaid interest thereunder, was convertible into Subordinate Voting Shares of the Company at the option of the holders at any time by written notice to the Company.

If the Convertible Notes were not converted, the outstanding principal amount and unpaid paid-in-kind interest was due on April 30, 2026.

In connection with the Convertible Notes, the Company issued 6,250,000 warrants to purchase Subordinate Voting Shares to the lenders.

These warrants had a five-year term, a strike price of $0.145, and were valued at $497,055.

On April 30, 2024, the Company entered into a seventh amendment to the Credit Facility with the Agent, which extended the maturity date of the Credit Facility to June 14, 2024.

On June 14, 2024, the Company entered into the eighth amendment to the Credit Facility to extend the maturity date on the Company’s Credit Facility to July 31, 2024.

On July 31, 2024, the Company entered into a waiver and ninth amendment to the Credit Facility pursuant to which the Agent and the lenders party thereto waived the event of default under the Credit Agreement resulting from the Company’s failure to complete the disposition of its New York operations on or prior to January 1, 2024, extended the maturity date on the Company’s loans under the Credit Facility to January 29, 2027, adjusted and extended the deadline with respect to the Company’s ongoing disposition of its New York operations through July 31, 2025, and amended certain financial measure definitions and covenants within the Credit Agreement.

On July 31, 2024 and in connection with the ninth amendment to the Credit Facility, the Company issued 12,500,000 Subordinate Voting Shares to the lenders party to the Credit Facility in consideration for the lenders’ entry into such amendment.

On July 31, 2024, certain holders of the Convertible Notes notified the Company of their intent to voluntarily convert all of the outstanding Convertible Notes.

The Convertible Notes had an outstanding balance of approximately US$10.5 million, carried an interest rate of 12.0% per annum, and were convertible into Subordinate Voting Shares of the Company at an exercise price of $0.145.

As a result of the conversion, the Company issued 73,016,061 Subordinate Voting Shares to such holders of Convertible Notes.

On November 1, 2024, the Company entered into a joinder and tenth amendment to the Credit Facility which provided a new convertible note facility (the “2024 Convertible Notes”) with a maximum principal amount of US$10 million.

The 2024 Convertible Notes mature November 1, 2027, have a cash interest rate of 12.0% per year, are 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 2024 Convertible Notes on the date of such conversion by a conversion price of US$0.625 per share.

As of December 31, 2024, US$67,945,560 in aggregate principal amount was outstanding under the various tranches provided by the Credit Facility pursuant to the Credit Facility with Agent, and US$10,000,000 was outstanding under the 2024 Convertibles Notes.

These tranches accrue interest at varying rates as set forth in the Credit Facility including (i) a senior secured delayed draw term loan of up to US$55,000,000 that accrues interest at the U.S.

prime rate plus 10.375%, payable monthly in cash and 2.75% per annum paid in kind interest payable monthly, (ii) a loan for US$4,200,000 that accrues interest at a cash interest rate of 15% per annum and 2.00% per annum paid in kind interest payable monthly, (iii) a $1,200,000 term loan which accrues interest a rate of 12.0%, and (iv) 2024 Convertible Notes that accrues interest at 12% per annum payable monthly.

From January 1, 2023 to December 31, 2024, the Company paid a total of US$84,000 in principal and US$22,803,341 in interest under the various tranches of the Credit Facility and US$177,534 in interest under the 2024 Convertible Notes.

As of December 31, 2024, there were no amounts outstanding under the Convertible Notes as all of the outstanding Convertible Notes were converted into Subordinate Voting Shares on July 31, 2024.

From January 1, 2023 to December 31, 2024, the Company paid an aggregate amount of US$587,329 in interest on the Convertible Notes, which accrued interest at an annual interest rate of 12.0%, including 6.0% cash and 6.0% paid-in-kind.

On December 17, 2024, CA PIPE SPV, LLC entered into the Subscription Agreements in connection with the sale by the Company of 129,536,875 Subordinate Voting Shares at a cash price of US$0.625 per share for total proceeds to the Company of US$80,960,547.

CA PIPE SPV, LLC purchased US$20,020,000 of Subordinate Voting Shares.

As a partner of CAM, the manager of CA PIPE SPV, LLC, Mr.

Mazarakis, has a direct material interest in the Equity Raise.

The value of Mr.

Mazarakis’ interest in the Equity Raise is approximately US$5,800,000.

On December 27, 2024, the Company paid CAG $712,720 in consulting fees related to the Mergers.

During the year ended December 31, 2025, the Company assumed indebtedness due to CAG in connection with the consummation of the merger of the Company with Deep Roots Holdings, Inc.

The Agent was the senior secured lender for Deep Roots Holdings, Inc.

and its affiliates.

Mazarakis’ ownership interest in the Agent and its affiliates, Mr.

Mazarakis has an approximate 28% interest in the Deep Roots Holdings, Inc.

debt transactions with the Agent.

Deep Roots Holdings, Inc.

had aggregate outstanding net debt with the Agent and/or its affiliates of approximately $19,200,000 at the time of the consummation of the merger, which debt continued to be held by Deep Roots Holdings, Inc.

after the closing.

During the year ended December 31, 2025, the Company also assumed indebtedness due to CAG in connection with the consummation of the mergers of the Company with NGH Investments, Inc.

and Proper Holdings Management, Inc., which were the merger subisidiaries of Proper Holdings, LLC.

The Agent was the senior secured lender for Proper Holdings, LLC and its affiliates.

Mazarakis’ ownership interest in the Agent and its affiliates, Mr.

Mazarakis has an approximate 28% interest in the NGH Investments, Inc.

and Proper Holdings Management, Inc.

debt transaction with the Agent.

NGH Investments, Inc.

and Proper Holdings Management, Inc.

had aggregate outstanding net debt with the Agent and/or its affiliates of approximately $27,400,000 at the time of the consummation of the merger, which debt continued to be held by NGH Investments, Inc.

and Proper Holdings Management, Inc.

after the closing.

On July 7, 2025, the Company refinanced its outstanding indebtedness with CAG.

In connection with this refinancing, the Company entered into a secured term loan (the “ Chicago Atlantic Term Loan ”), effective July 3, 2025, with Chicago Atlantic Opportunity Finance, LLC, as lender, the Agent, as administrative agent and collateral agent (the “ 2L Agent ”), and Chicago Atlantic Credit Advisers, LLC, as lead arranger (the “ Lead Arranger ”).

The Chicago Atlantic Term Loan provides for an initial principal amount of $33,000,000, together with a $50,000,000 million accordion feature available to support future strategic initiatives, subject to the sole discretion of the lender and the 2L Agent.

Amortization payments are due and payable monthly beginning November 30, 2025, in an amount equal to 1% of the outstanding loan principal.

All unpaid principal and accrued interest are due and payable on the maturity date of October 2, 2028, with an option to extend the maturity for an additional one-year period, subject to the payment of an extension fee equal to 1% of all loans advanced under the Chicago Atlantic Term Loan.

The Chicago Atlantic Term Loan bears interest at a rate equal to the Prime Rate (subject to a 7.5% floor) plus 5.5% per annum.

The Company believes the terms of the Chicago Atlantic Term Loan are no less favorable to the Company than those that could have been obtained from unaffiliated third parties at the time the transaction was entered into.

ownership interest in the Agent and its affiliates, Mr.

Mazarakis has an approximate 28% interest in the Company’s transactions with the Agent.

The proceeds of the Chicago Atlantic Term Loan were used to:

(i) retire all of the Company’s existing senior secured debt held with the Agent in the amount of approximately $114,000,000;

(ii) recapture approximately $10,000,000 of secured loans paid at closing by the Company in connection with the WholesomeCo., Inc.

(iii) retire its existing first priority interest in $10,000,000 convertible notes issued on November 1, 2024 pursuant to the Joinder and Tenth Amendment to Credit Agreement by and among the Company and certain of its subsidiaries party thereto as borrowers, the lenders party thereto, and the Agent (the “ 2024 Convertible Notes ”);

(iv) 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;

and (v) refinance the undrawn first priority $15,000,000 principal amount loan with Stearns Bank National Association.

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

In July 2025, the Company retired the 2024 Convertible Notes, as discussed above, and issued a $10,000,000 convertible note to Chicago Atlantic Opportunity Finance, LLC (the “ 2025 Convertible Notes ”), 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 (i) the sum of (A) the result of $10,000,000 minus 50.00% of the aggregate amount of all 2025 Convertible Notes repaid plus (B) all accrued but unpaid interest of the 2025 Convertible Notes on the date of such conversion by (ii) a conversion price equal to $0.625.

The rights and conversion set forth in the 2025 Convertible Notes shall be exercised in whole, and not in part, on the same date.

As of December 31, 2025, $32,670,000 in aggregate principal amount was outstanding under the Chicago Atlantic Term Loan, and $9,900,000 was outstanding under the 2025 Convertible Notes.

During the year ended December 31, 2025, the Company refinanced approximately $124,000,000 of principal held by CAG, paid approximately $9,300,000 in interest expense, paid approximately $330,000 in principal, and paid $3,700,000 in make-whole fees.

In June 2025, Chicago Atlantic Advisers, LLC entered into consulting agreements, effective January 1, 2025, with WholesomeCo, Inc., Proper Holdings, LLC and Deep Roots Harvest, Inc., providing for the provision of certain underwriting services, legal services, accounting services, data analytics services, and real estate services by Chicago Atlantic Advisers, LLC.

Pursuant to each consulting agreement, Chicago Atlantic Advisers, LLC receives a consulting fee of $8,333 per month, as well as reimbursement for all reasonable and documented out-of-pocket expenses incurred by Chicago Atlantic Advisers, LLC in connection with the performance of services under the agreement.

These consulting agreements continue until terminated by a party with five calendar days prior written notice.

The Company assumed each of these agreements upon its mergers with WholesomeCo, Inc., NGH Investments, Inc.

and Proper Holdings Management, Inc.

and Deep Roots Harvest, Inc.

CAG, of which Mr.

Mazarakis serves as partner, is an affiliate of Chicago Atlantic Advisers, LLC.

In June 2025, each of the Company, Vireo Health of New York, Vireo Health of Minnesota, and MaryMed LLC entered into a series of consulting agreements, effective January 1, 2025, with Chicago Atlantic Advisers, LLC for the provision of certain underwriting services, legal services, accounting services, data analytics services and real estate services by Chicago Atlantic Advisers, LLC.

Pursuant to the consulting agreements, Chicago Atlantic Advisers, LLC receives a consulting fee of $91,666 in total per month, as well as reimbursement for all reasonable and documented out-of-pocket expenses incurred by Chicago Atlantic Advisers, LLC in connection with the performance of services under the agreement.

This consulting agreement continues until terminated by a party with five calendar days prior written notice.

CAG, of which Mr.

Mazarakis serves as partner, is an affiliate of Chicago Atlantic Advisers, LLC.

Given his ownership interest in Chicago Atlantic Advisers, LLC and its affiliates, Mr.

Mazarakis has an approximate 28% interest in the Company’s transactions with Chicago Atlantic Advisers, LLC.

As of December 31, 2025 and 2024, there was $1,994,930 and $0, respectively, due to CAG, approximately $1,500,000 of which was principally in connection with the consulting agreements described above, with the remaining amount representing accrued interest on the Chicago Atlantic Term Loan.

During the year ended December 31, 2024, the Company paid CAG $712,720 in consulting fees related to the then-proposed business combinations of the Company with each of (i) Deep Roots Holdings, Inc., a Nevada corporation;

(ii) Proper Holdings Management, Inc.

and NGH Investments, Inc., both Missouri corporations;

and (iii) WholesomeCo, Inc., a Delaware corporation.

Given his ownership interest in Chicago Atlantic Advisers, LLC and its affiliates, Mr.

Mazarakis has an approximate 28% interest in the Company’s transactions with CAG.

Prior to his appointment as the Company’s Chief Executive Officer, Tyson Macdonald represented Deep Roots in the Deep Roots Merger as a Managing Partner for TrueRise Capital, which provided strategic financial advisory services to Deep Roots in connection with the Deep Roots Merger.

Macdonald owns 60% of the equity interests of TrueRise Capital.

As of the filing of this Annual Report on Form 10-K, Deep Roots has $260,000 of fees outstanding to TrueRise Capital in connection with certain financial advisory services provided by TrueRise Capital to Deep Roots, including in connection with the Deep Roots Merger.

TrueRise Capital is also entitled to a fee equal to 1.5% of the merger consideration to be paid in connection with the Deep Roots Merger, which may be adjusted to a cash fee of US$1,500,000 at closing of the Deep Roots Merger.

On October 10, 2024, Vireo Health, Inc.

, the Company’s wholly-owned subsidiary, and Joshua Rosen entered into the Consulting Agreement pursuant to which Mr.

Rosen will be paid consulting fees at a rate of US$1,000 per hour for his advice and involvement with certain litigation between the Company and Verano.

To date, the Company has paid Mr.

Rosen $0 under the Consulting Agreement.

The Consulting Agreement is attached to this Form 10-K as Exhibit 10.76.

What changed 10-K

Item 9A. Controls and Procedures