Vireo Growth Inc. 10-K

Item 8. Financial Statements and Sup plementary Data REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 731 ) To the Shareholders and Directors of Vireo Growth Inc. Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Vireo Growth Inc. and its subsidiaries (the “Company”), as of December 31, 2025 and 2024, and the related consolidated statements of net loss and comprehensive loss, stockholders’ equity , and cash flows for the years ended December 31, 2025, and 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and 2024, and the results of its operations and its cash flows for the years ended December 31, 2025, and 2024 in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatements of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. We have served as the Company’s auditor since 2018. /s/ DAVIDSON & COMPANY LLP ​ ​ Chartered Professional Accountants Vancouver, Canada March 17, 2026 ​ ​ ​ ​ DAVIDSON & COMPANY LLP 1200–609 Granville Street PO BOX 10372, Pacific Centre Vancouver, BC V7Y 1G6 604 687 0947 davidson-co.com ​ ​ ​ 79 Table of Contents VIREO GROWTH INC. Consolidated Balance Sheets (In U.S. Dollars) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ 2025 ​ 2024 Assets ​ ​ ​ ​ Current assets: ​ ​ ​ ​ Cash ​ $ 102,229,759 ​ $ 91,604,970 Restricted Cash ​ ​ 20,265,212 ​ ​ — Marketable Securities ​ ​ 1,020,243 ​ ​ — Accounts receivable, net of credit losses of $ 1,266,965 and $ 244,264 , respectively ​ 13,761,917 ​ 4,590,351 Income tax receivable ​ ​ 22,756,544 ​ 12,027,472 Inventory ​ 59,969,928 ​ 21,666,364 Prepayments and other current assets ​ 3,896,577 ​ 1,650,977 Warrants held ​ 1,684,691 ​ 2,270,964 Notes receivable ​ ​ 79,226,015 ​ ​ — Assets held for sale ​ 300,000 ​ 96,560,052 Total current assets ​ 305,110,886 ​ 230,371,150 Property and equipment, net ​ 217,505,538 ​ 32,311,762 Operating lease, right-of-use asset ​ 53,368,204 ​ 7,859,434 Intangible assets, net ​ 117,471,678 ​ 7,899,328 Goodwill ​ ​ 87,534,561 ​ ​ — Investments ​ ​ 6,000,000 ​ ​ — Deposits ​ 4,390,559 ​ 421,244 Indemnified tax assets ​ ​ 25,772,866 ​ ​ — Total assets ​ $ 817,154,292 ​ $ 278,862,918 Liabilities ​ ​ ​ ​ Current liabilities ​ ​ ​ ​ Accounts payable and accrued liabilities ​ $ 50,254,506 ​ $ 10,456,036 Convertible debt, current portion ​ ​ 1,300,000 ​ ​ — Long-term debt, current portion ​ ​ 16,290,000 ​ ​ 900,000 Right of use liability, current ​ 3,556,576 ​ 1,400,015 Uncertain tax liability ​ ​ 119,954,000 ​ 33,324,000 Derivative liability ​ ​ 172,811 ​ ​ — Liabilities held for sale ​ — ​ 89,387,203 Total current liabilities ​ 191,527,893 ​ 135,467,254 Right-of-use liability ​ 146,308,253 ​ 16,494,439 Long-term debt, net ​ 127,644,855 ​ 61,438,046 Convertible debt, net ​ ​ 8,600,000 ​ ​ 9,862,378 Contingent consideration ​ ​ 24,448,000 ​ ​ — Deferred tax liabilities ​ ​ 10,217,000 ​ ​ — Other long-term liabilities ​ ​ 983,299 ​ ​ 37,278 Total liabilities ​ ​ 509,729,300 ​ ​ 223,299,395 ​ ​ ​ ​ ​ ​ ​ Commitments and contingencies ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stockholders’ equity ​ ​ ​ ​ Subordinate Voting Shares ($- par value, unlimited shares authorized; 1,057,131,571 shares issued and outstanding at December 31, 2025 and 337,512,681 at December 31, 2024) ​ — ​ — Multiple Voting Shares ($- par value, unlimited shares authorized; 233,192 shares issued and outstanding at December 31, 2025 and 285,371 at December 31, 2024) ​ — ​ — Additional paid in capital ​ 606,974,461 ​ 286,999,084 Accumulated deficit ​ ( 299,549,469 ) ​ ( 231,435,561 ) Total stockholders' equity ​ $ 307,424,992 ​ $ 55,563,523 Total liabilities and stockholders' equity ​ $ 817,154,292 ​ $ 278,862,918 ​ The accompanying notes are an integral part of these consolidated financial statements ​ 80 Table of Contents VIREO GROWTH INC. Consolidated Statements of Net Loss and Comprehensive Loss (In U.S. Dollars, except per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ Revenue ​ $ 268,769,268 ​ $ 99,384,221 ​ Cost of sales ​ ​ ​ ​ ​ Product costs ​ 122,009,304 ​ 48,319,204 ​ Non-cash product costs ​ ​ 17,805,282 ​ ​ — ​ Inventory valuation adjustments ​ 1,859,305 ​ 294,000 ​ Gross profit ​ 127,095,377 ​ 50,771,017 ​ Operating expenses: ​ ​ ​ ​ ​ Selling, general and administrative expenses ​ 81,186,632 ​ 28,063,050 ​ Transaction related expenses ​ ​ 11,208,273 ​ ​ 4,504,001 ​ Stock-based compensation expenses ​ 18,663,707 ​ 3,627,774 ​ Depreciation ​ 11,337,597 ​ 292,694 ​ Amortization ​ 5,747,651 ​ 720,134 ​ Total operating expenses ​ 128,143,860 ​ 37,207,653 ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (loss) from operations ​ ( 1,048,483 ) ​ 13,563,364 ​ ​ ​ ​ ​ ​ ​ ​ ​ Other income (expense): ​ ​ ​ ​ ​ Interest expenses, net ​ ( 15,905,534 ) ​ ( 16,966,678 ) ​ Interest expense on finance lease liabilities - Minnesota & New York ​ ​ ( 14,348,831 ) ​ ​ ( 14,222,167 ) ​ Impairment of long-lived assets ​ ( 2,600,000 ) ​ — ​ Gain (loss) on disposal of assets and debt ​ ( 7,866,997 ) ​ ( 218,327 ) ​ Gain (loss) on change in the fair value of contingent consideration ​ ​ ( 9,617,000 ) ​ ​ — ​ Derivative gain (loss) ​ ​ ( 172,811 ) ​ ​ — ​ Other income (expenses) ​ 11,648,748 ​ 949,299 ​ Other income (expenses), net ​ ( 38,862,425 ) ​ ( 30,457,873 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss before income taxes ​ ( 39,910,908 ) ​ ( 16,894,509 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Deferred income tax recoveries (expenses) ​ ​ 13,406,000 ​ ​ — ​ Current income tax expenses ​ ( 41,609,000 ) ​ ( 11,113,000 ) ​ Net loss and comprehensive loss ​ ( 68,113,908 ) ​ ( 28,007,509 ) ​ Net loss per share - basic and diluted ​ $ ( 0.09 ) ​ $ ( 0.16 ) ​ Weighted average shares used in computation of net loss per share - basic and diluted ​ ​ 734,738,785 ​ ​ 180,391,815 ​ ​ The accompanying notes are an integral part of these consolidated financial statements ​ ​ 81 Table of Contents ​ VIREO GROWTH INC. Consolidated Statements of Stockholders’ Equity (In U.S. Dollars, except per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common Stock ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ SVS ​ MVS ​ ​ ​ ​ ​ ​ ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional Paid- ​ Accumulated ​ Stockholders' ​ ​ ​ ​ Shares ​ ​ ​ Amount ​ ​ ​ Shares ​ ​ ​ Amount ​ ​ ​ in Capital ​ ​ ​ Deficit ​ ​ ​ Equity Balance, January 1, 2024 ​ 110,007,030 ​ $ — 331,193 ​ $ — $ 187,384,403 ​ $ ( 203,428,052 ) ​ $ ( 16,043,649 ) Conversion of MVS shares 4,582,200 ​ — ( 45,822 ) ​ — — ​ — ​ — Stock-based compensation — ​ ​ — ​ — ​ ​ — ​ ​ 2,027,774 ​ ​ — ​ 2,027,774 Stock issuance ​ 6,400,000 ​ ​ — ​ — ​ ​ — ​ ​ 1,600,000 ​ ​ — ​ ​ 1,600,000 Net settlement of stock-based compensation ​ ( 360,000 ) ​ ​ — ​ — ​ ​ — ​ ​ ( 90,000 ) ​ ​ ​ ​ ​ ( 90,000 ) Options exercised ​ 50,000 ​ ​ — ​ — ​ ​ — ​ ​ 16,500 ​ ​ — ​ ​ 16,500 Warrants exercised ​ 480,437 ​ ​ — ​ — ​ ​ — ​ ​ 69,663 ​ ​ — ​ ​ 69,663 Shares issued in financing activities ​ 12,500,000 ​ ​ — ​ — ​ ​ — ​ ​ 5,387,500 ​ ​ — ​ ​ 5,387,500 Shares issued in private placement ​ 130,836,953 ​ ​ — ​ — ​ ​ — ​ ​ 80,828,687 ​ ​ — ​ ​ 80,828,687 Conversion of convertible debt ​ 73,016,061 ​ ​ — ​ — ​ ​ — ​ ​ 9,774,557 ​ ​ — ​ ​ 9,774,557 Net Loss — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ ( 28,007,509 ) ​ ( 28,007,509 ) Balance at December 31, 2024 337,512,681 ​ $ — 285,371 ​ $ — $ 286,999,084 ​ $ ( 231,435,561 ) ​ $ 55,563,523 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance, January 1, 2025 ​ 337,512,681 ​ ​ — 285,371 ​ ​ — ​ 286,999,084 ​ ​ ( 231,435,561 ) ​ ​ 55,563,523 Conversion of MVS shares ​ 5,217,900 ​ ​ — ​ ( 52,179 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ — Stock-based compensation ​ — ​ ​ — ​ — ​ ​ — ​ ​ 18,663,707 ​ ​ — ​ ​ 18,663,707 Shares issued 22,805,897 ​ — — ​ — — ​ — ​ — Net settlement of stock-based compensation ​ ( 8,951,207 ) ​ ​ — ​ — ​ ​ — ​ ​ ( 5,717,000 ) ​ ​ — ​ ​ ( 5,717,000 ) Options exercised ​ 723,165 ​ — — ​ — ​ 121,721 ​ ​ — ​ ​ 121,721 Warrants exercised ​ 265,626 ​ ​ — ​ — ​ ​ — ​ ​ 38,516 ​ ​ — ​ ​ 38,516 Shares issued in connection with Wholesome acquisition ​ 134,229,986 ​ ​ — ​ — ​ ​ — ​ ​ 51,764,710 ​ ​ — ​ ​ 51,764,710 Shares issued in connection with the Proper acquisition ​ 196,212,265 ​ ​ — ​ — ​ ​ — ​ ​ 76,188,889 ​ ​ — ​ ​ 76,188,889 Shares issued in connection with the Deep Roots acquisition ​ 251,210,053 ​ ​ — ​ — ​ ​ — ​ ​ 100,938,819 ​ ​ — ​ ​ 100,938,819 Shares issued in connection with the acquisition of notes receivable ​ 117,905,205 ​ ​ — ​ — ​ ​ — ​ ​ 77,976,015 ​ ​ — ​ ​ 77,976,015 Net Loss — ​ — — ​ — — ​ ( 68,113,908 ) ​ ( 68,113,908 ) Balance at December 31, 2025 1,057,131,571 ​ $ — 233,192 ​ $ — $ 606,974,461 ​ $ ( 299,549,469 ) ​ $ 307,424,992 ​ The accompanying notes are an integral part of these consolidated financial statements ​ ​ 82 Table of Contents ​ VIREO GROWTH INC. Consolidated Statements of Cash Flows (In U.S. Dollars) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 CASH FLOWS FROM OPERATING ACTIVITIES ​ ​ ​ ​ ​ Net loss ​ $ ( 68,113,908 ) ​ $ ( 28,007,509 ) Adjustments to reconcile net loss to net cash used in operating activities: ​ ​ ​ ​ Non-cash amortization of inventory step up included in product costs ​ ​ 17,805,282 ​ ​ — Inventory valuation adjustments ​ 1,859,305 ​ 294,000 Depreciation ​ 11,337,597 ​ 292,694 Depreciation capitalized into inventory ​ 4,771,998 ​ 2,244,087 Non-cash operating lease expense ​ 2,440,134 ​ 439,664 Amortization of intangible assets ​ 5,747,651 ​ 720,134 Amortization of intangible assets capitalized into inventory ​ ​ 99,116 ​ ​ 99,116 Stock-based payments ​ 12,946,707 ​ 3,537,774 Warrants held ​ ​ 586,273 ​ ​ ( 333,612 ) Derivative (gain) loss ​ ​ 172,811 ​ ​ — Loss on extinguishment of debt ​ ​ 4,911,988 ​ ​ — Loss on impairment of long-lived assets ​ ​ 2,600,000 ​ ​ — Interest Expense ​ 3,908,763 ​ 4,794,018 Bad debt expense ​ 605,443 ​ 237,873 Accretion of interest on right-of-use finance lease liabilities ​ 575,677 ​ 221,010 (Gain) loss on change in the fair value of contingent consideration ​ ​ 9,617,000 ​ ​ — Non-cash gain on legal settlement ​ ​ ( 8,172,587 ) ​ — Loss (gain) on disposal of assets ​ ​ ( 771,738 ) ​ ​ 121,756 Change in operating assets and liabilities: ​ ​ ​ ​ Accounts Receivable ​ ( 6,063,868 ) ​ ( 1,030,224 ) Prepaid expenses ​ 222,735 ​ ( 164,564 ) Inventory ​ ( 8,704,956 ) ​ ( 2,391,818 ) Purchase of marketable securities ​ ​ ( 1,020,243 ) ​ — Income taxes ​ ​ 8,111,049 ​ ​ 250,646 Deferred income tax expense (benefit) ​ ​ ( 13,406,000 ) ​ ​ — Uncertain tax position liabilities ​ ​ 33,477,000 ​ ​ 10,968,000 Accounts payable and accrued liabilities ​ ( 8,716,947 ) ​ 2,403,710 Changes in operating lease liabilities ​ ​ ( 3,114,791 ) ​ ( 277,851 ) Change in assets and liabilities held for sale ​ — ​ ( 4,653,454 ) Net cash provided by (used in) operating activities ​ ​ 3,711,491 ​ ​ ( 10,234,550 ) ​ ​ ​ ​ ​ ​ ​ CASH FLOWS FROM INVESTING ACTIVITIES: ​ ​ ​ ​ Purchases of property, plant, and equipment ​ ​ ( 28,324,056 ) ​ ​ ( 11,694,966 ) Proceeds from note receivable ​ ​ — ​ ​ 3,600,000 Acquisition of WholesomeCo, Inc., net of cash paid ​ ​ 7,025,811 ​ ​ — Acquisition of Deep Roots Holdings, Inc., net of cash paid ​ ​ 19,382,757 ​ ​ — Acquisition of Proper Holdings Management, Inc., net of cash paid ​ ​ 12,951,202 ​ ​ — Capitalized software development costs ​ ​ ( 1,492,617 ) ​ ​ — Proceeds from sale of assets held for sale ​ ​ 250,000 ​ ​ — Deposits ​ ​ ( 1,033,646 ) ​ ​ ( 37,600 ) Net cash provided by (used in) investing activities ​ ​ 8,759,451 ​ ​ ( 8,132,566 ) ​ ​ ​ ​ ​ ​ ​ CASH FLOWS FROM FINANCING ACTIVITIES ​ ​ ​ ​ ​ ​ Proceeds from long-term debt, net of issuance costs ​ ​ 146,039,514 ​ ​ 4,668,730 Proceeds from convertible debt, net of issuance costs ​ ​ — ​ ​ 9,854,283 Proceeds from issuance of shares ​ ​ — ​ ​ 80,828,687 Proceeds from warrant exercises ​ ​ 38,516 ​ ​ 69,663 Proceeds from option exercises ​ ​ 121,721 ​ ​ 16,500 Debt principal payments ​ ​ ( 127,780,692 ) ​ ​ ( 1,234,000 ) Lease principal payments ​ ​ — ​ ​ ( 196,442 ) Net cash provided by (used in) financing activities ​ ​ 18,419,059 ​ ​ 94,007,421 ​ ​ ​ ​ ​ ​ ​ Net change in cash ​ ​ 30,890,001 ​ ​ 75,640,305 ​ ​ ​ ​ ​ ​ ​ Cash and restricted cash, beginning of period ​ ​ 91,604,970 ​ ​ 15,964,665 ​ ​ ​ ​ ​ ​ ​ Cash and restricted cash, end of period ​ $ 122,494,971 ​ $ 91,604,970 ​ The accompanying notes are an integral part of these consolidated financial statements. Refer to Note 22 for supplemental cash flow information. ​ 83 Table of Contents VIREO GROWTH INC. Notes to Consolidated Financial Statements For the years ended December 31, 2025 and 2024 1. Description of Business and Summary Vireo Growth Inc. (“ Vireo Growth ” or the “ Company ”) was incorporated under the Alberta Business Corporations Act on November 23, 2004, and continued under the British Columbia Corporations Act on December 9, 2013. The Company's subordinate voting shares are listed on the Canadian Securities Exchange (the “ CSE ”) and quoted on the OTCQX under the ticker symbols “VREO” and “VREOF”, respectively. ​ Vireo Growth was founded in 2014 as a medical cannabis company and has since developed a disciplined, strategically aligned platform within the cannabis industry. The Company’s mission is to provide safe access, quality products, and value to its customers. Vireo Growth operates cultivation, production, and dispensary facilities in Maryland, Minnesota, Missouri, Nevada, New York, and Utah. The Company allocates capital and talent to areas expected to generate long-term value and operates with a commitment to accountability, efficiency, and its stakeholders, including customers, employees, shareholders, and the communities it serves. ​ While marijuana and CBD-infused products are legal under the laws of several U.S. states (with vastly differing restrictions), the United States Federal Controlled Substances Act (the “ CSA ”) classifies all “marijuana” as a Schedule I drug. Under U.S. federal law, a Schedule I drug or substance has a high potential for abuse, has no accepted medical use in the United States, and lacks accepted safety for use under medical supervision. Recent federal pronouncements regarding rescheduling implicitly acknowledge the distinction between medical cannabis and adult-use cannabis by indicating that medical cannabis as an accepted use for treating certain conditions while making no indications about adult-use cannabis. At the present time, the distinction between “medical marijuana” and “adult-use marijuana” does not exist under black letter U.S. federal law. ​ On May 16, 2024, the Drug Enforcement Administration (“ DEA ”) issued a Notice of Proposed Rulemaking (“ NPRM ”) to reschedule marijuana from Schedule I to Schedule III under the CSA. Following the NPRM, the DEA received tens of thousands of comments, and as of this filing, an administrative hearing on the rulemaking remains pending. On December 18, 2025, President Trump issued an executive order directing the DOJ to move forward with rescheduling marijuana to Schedule III as quickly as possible, consistent with federal law. In the wake of the recent executive order, it still remains to be seen whether the administration will continue the process initiated by the 2024 NPRM or issue a new NPRM altogether. Rescheduling to Schedule III would not automatically deem state cannabis regimes federally compliant. Following rescheduling, the CSA’s restrictions would still apply to dealing in cannabis as a Schedule III substance, albeit with reduced potential penalties relative to dealing in a Schedule I substance. Rescheduling would also allow a potential pathway to federally legal medical marijuana, although this would require approval by the FDA of cannabis and cannabis-derived products, as well as alignment of state regimes with federal requirements. Importantly, however, rescheduling to Schedule III should allow cannabis companies to deduct ordinary and necessary business expenses in the same manner currently allowed for other industries. Under Section 280E of the U.S. Internal Revenue Code, tax deductions and credits are disallowed for amounts paid or incurred in carrying on any business that consists of trafficking in Schedule I or II controlled substances. Rescheduling would, therefore, represent a meaning opportunity for federal tax relief. Merger Agreements with Deep Roots, Proper and Wholesome ​ On December 18, 2024, the Company entered into merger agreements (each a “ Merger Agreement ” and collectively, the “ Merger Agreements ”) with each of (i) Deep Roots Holdings, Inc. (“ Deep Roots ”) (the “ Deep Roots Merger ”), (ii) Proper Holdings, LLC (“ Proper ”), NGH Investments, Inc. (“ NGH ”), and Proper Holdings Management, Inc. (“ Proper MSA Newco ” and together with NGH, the “ Proper Companies ”) (the “ Proper Mergers ”), and (iii) WholesomeCo, Inc. (“ Wholesome ”) (the “ Wholesome Merger ” and collectively with the Deep Roots Merger and 84 Table of Contents the Proper Mergers, the “ Mergers ” and each, a “ Merger ”) . Each Merger was an all-share transaction whereby, at the closing of each Merger, (i) a new wholly-owned subsidiary of the Company merged with and into Deep Roots, (ii) a new wholly-owned subsidiary of the Company merged with and into Wholesome, and (iii) the Proper Companies each merged with and into new wholly-owned subsidiaries of the Company. Each of the Deep Roots Merger, the Proper Mergers and Wholesome Merger closed during the year ended December 31, 2025. See Note 3 “Business Combinations and Dispositions” for additional information. ​ ​ 2. Summary of Significant Accounting Policies Basis of presentation and going concern The accompanying consolidated financial statements reflect the accounts of the Company. The consolidated financial statements were prepared in accordance with generally accepted accounting principles in the United States (“ GAAP ”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“ SEC ”). These consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will continue in operation for the foreseeable future and, accordingly, will be able to realize its assets and discharge its liabilities in the normal course of operations as they come due. These consolidated financial statements reflect all adjustments, which, in the opinion of management, are necessary for a fair presentation of the Company’s financial position and results of operations. These financial statements were approved and authorized for issuance by the Board of Directors on March 17, 2026. Basis of consolidation These consolidated financial statements include the accounts of the following entities wholly owned, or effectively controlled by the Company for the year ended December 31, 2025: ​ 85 Table of Contents ​ ​ Name of entity Place of incorporation HiColor, LLC Minnesota, USA MaryMed, LLC Maryland, USA Vireo Health of Minnesota, LLC Minnesota, USA MJ Distributing C201, LLC Nevada, USA MJ Distributing P132, LLC Nevada, USA Resurgent Biosciences, Inc. Delaware, USA Verdant Grove, LLC Delaware, USA Vireo Health de Puerto Rico, LLC Puerto Rico CO Acquisition Vehicle, LLC Delaware, USA Vireo Health of Rocky Mountain, LLC Colorado, USA Vireo Health of CO, LLC Colorado, USA Vireo Health of CO II, LLC Delaware, USA Vireo Health of Denver Metro, LLC Delaware, USA Vireo Health of DTC, LLC Delaware, USA Vireo Health of Foothills, LLC Delaware, USA Vireo Health of Las Cruces, LLC Delaware, USA Vireo Health of Mile High, LLC Delaware, USA Vireo Health of NM, LLC Delaware, USA Vireo Health of Noco, LLC Delaware, USA Vireo Health of Santa Fe, LLC Delaware, USA Vireo Health of Soco, LLC Delaware, USA Vireo Health of Western Slope, LLC Delaware, USA Retail Management Associates, LLC Arizona, USA Vireo Health of Nevada I, LLC Nevada, USA Vireo Health of New York, LLC New York, USA Vireo Health of Puerto Rico, LLC Delaware, USA Vireo Health, Inc. Delaware, USA Vireo Health of Arcadia, LLC Delaware, USA 200 W 24th Holdings, LLC Delaware, USA Vireo of Charm City, LLC Maryland, USA Vireo PR Merger Sub Inc. Missouri, USA Vireo PR Merger Sub II Inc. Missouri, USA Deep Roots Holdings, Inc. Nevada, USA WholesomeCo, Inc. Delaware, USA New Growth Horizon, LLC Missouri, USA Nirvana Investments, LLC and Subsidiaries Missouri, USA 2178 State Highway 29A LLC New York, USA Vireo Marketing, LLC Minnesota, USA Deep Roots Harvest, Inc. Nevada, USA Deep Roots Aria AcqCo, Inc. Nevada, USA Deep Roots Operating, Inc. Nevada, USA Deep Roots Properties, LLC Nevada, USA WC Staffing, LLC Utah, USA Wholesome Goods, LLC Utah, USA Wholesome Ag, LLC Utah, USA Wholesome Direct, LLC Utah, USA Wholesome Therapy, LLC Utah, USA Arches IP, Inc. Delaware, USA ​ ​ The entities listed above are wholly owned or effectively controlled by the Company and have been formed or acquired to support the intended operations of the Company and all intercompany transactions and balances have been eliminated in the consolidated financial statements of the Company. 86 Table of Contents Recently adopted accounting pronouncements ASU 2023-09 In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740) . The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. The adoption of this ASU resulted in additional disclosures in Footnote 21. ​ Use of estimates and significant judgments The preparation of the Company’s consolidated financial statements requires management to make estimates, assumptions and judgments that affect the reported amounts of revenue, expenses, assets, liabilities, accompanying disclosures and the disclosure of contingent liabilities. These estimates and judgments are subject to change based on experience and new information which could result in outcomes that require a material adjustment to the carrying amounts of assets or liabilities affecting future periods. Estimates and judgments are assessed on an ongoing basis. Revisions to estimates are recognized prospectively. Examples of key estimates in these consolidated financial statements include credit losses, inventory valuation adjustments that contemplate the market value of, and demand for inventory, estimated useful lives of property and equipment and intangible assets, valuation allowance on deferred income tax assets, determining the fair value of financial instruments, fair value of stock-based compensation, estimated variable consideration on contracts with customers, estimated redemption rates on loyalty sales programs, estimated paid time off redemption rates, sales return estimates, the fair value of the convertible notes and equity component and the classification, incremental borrowing rates, uncertain tax positions, and lease terms applicable to lease contracts. Financial statement areas that require significant judgments are as follows: Assets held for sale and discontinued operations - The Company classifies non-current assets and disposal groups as held for sale if their carrying amounts will be recovered principally through a sale rather than through continuing use. Such non-current assets and disposal groups classified as held for sale are measured at the lower of their carrying amount and their fair value less cost to sell. Costs to sell are the incremental costs directly attributable to the sale, excluding finance costs and income tax expense. The criteria for held for sale classification is regarded as met only when the sale is highly probable and the asset or the disposal group is available for immediate sale in its present condition. Actions required to complete the sale should indicate that it is unlikely that significant changes to the sale will be made or that the sale will be withdrawn. Management must be committed to the sale expected within one year from the date of the classification. A discontinued operation is a component of the Company that either has been abandoned, disposed of, or is classified as held for sale, and: (i) disposal group is a component of an entity (or group of components); (ii) component of an entity (or group of components) meets the held for sale criteria, is disposed of by sale, or is disposed of other than by sale; (iii) component of an entity (or group of components) represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. A component of the Company comprises an operation and cash flows that can be clearly distinguished, operationally and for financial reporting purposes, from the rest of the Company. During the years ended December 31, 2025 and 2024, the Company completed various divestitures, further described in Note 3. Management considered the quantitative results of the divested entities as well as qualitative strategic considerations to judge whether the divestitures constitute a discontinued operation. Management does not believe these divestitures represent a strategic shift that has or will have a major effect on an entity’s operations and financial results, and as such, none of these divestitures are considered a discontinued operation. Stock-based compensation - Valuation of stock-based compensation and warrants requires management to make estimates regarding the inputs for option pricing models, such as the expected life of the option, the volatility of the Company’s stock price, the vesting period of the option and the risk-free interest rate are used. Actual results could differ from those estimates. The estimates are considered for each new grant of stock options or warrants. 87 Table of Contents Uncertain tax positions - The Company records uncertain tax positions in accordance with Accounting Standards Codification (“ASC”) 740 on the basis of a two-step process in which (1) it determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than- not recognition threshold, the Company would recognize the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority. Asset impairment – Asset impairment tests require the allocation of assets to asset groups, where appropriate, which requires significant judgment and interpretation with respect to the integration between the assets and shared resources. Asset impairment tests require the determination of whether there is an indication of impairment. The assessment of whether an indication of impairment exists is performed at the end of each reporting period and requires the application of judgment, historical experience, and external and internal sources of information. Leases – The Company applies judgment in determining whether a contract contains a lease and if a lease is classified as an operating lease or a finance lease. The Company determines the lease term as the non-cancellable term of the lease, which may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company has several lease contracts that include extension and termination options. The Company applies judgment in evaluating whether it is reasonably certain whether or not to exercise the option to renew or terminate the lease. That is, it considers all relevant factors that create an economic incentive for it to exercise either the renewal or termination. After the commencement date, the Company reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise or not to exercise the option to renew or to terminate (e.g., construction of significant leasehold improvements or significant customization to the leased asset). The Company also applies judgment in allocating the consideration in a contract between lease and non-lease components. It considers whether the Company can benefit from the right-of-use asset either on its own or together with other resources and whether the asset is highly dependent on or highly interrelated with another right-of-use asset. Foreign currency These consolidated financial statements are presented in the United States dollar (“ USD ”), which is the Company’s reporting currency. The functional currency of the Company and its subsidiaries, as determined by management, is the United States (“ US ”) dollar. Net loss per share Basic net loss per share is computed by dividing reported net loss by the weighted average number of subordinate voting shares outstanding for the reported period. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock of the Company during the reporting period. Diluted net loss per share is computed by dividing net loss by the sum of the weighted average number of subordinate voting shares and the number of potential dilutive common share equivalents outstanding during the period. Potential dilutive common share equivalents consist of the incremental common shares issuable upon the exercise of vested share options and the incremental shares issuable upon conversion of the convertible notes. Potential dilutive common share equivalents consist of stock options, warrants, and convertible debt. In computing diluted earnings per share, common share equivalents are not considered in periods in which a net loss is reported, as the inclusion of the common share equivalents would be anti-dilutive. Since the Company is in a net loss for all periods presented in these financial statements, there is no difference between the Company’s basic and diluted net loss per share for the periods presented. 88 Table of Contents The anti-dilutive shares outstanding for years ending December 31, 2025 and 2024 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, ​ ​ 2025 ​ ​ ​ 2024 Stock options ​ 34,712,901 31,232,633 Warrants ​ 18,541,586 18,957,212 RSUs ​ 59,565,217 ​ 11,327,530 Convertible debt ​ 15,920,000 ​ 16,000,000 Total ​ 128,739,704 77,517,375 ​ Segment Information Accounting Standards Codification (" ASC ") 280, Segment Reporting, establishes disclosure requirements relating to operating segments in annual and interim financial statements. Operating segments are defined as components of an enterprise about which separate financial information is available that is regularly evaluated by the chief operating decision maker in deciding how to allocate resources to the segment and assess its performance. The Company operates in one business segment, namely as the Cannabis segment that cultivates, processes and distributes medical and adult-use cannabis products in a variety of formats, as well as related accessories. The Company’s Chief Executive Officer is the Company’s Chief Operating Decision Maker (“ CODM ”). Cash Cash is comprised of cash. The Company has no cash equivalents for the years presented. Business combinations and goodwill The Company accounts for business combinations using the acquisition method in accordance with ASC 805, Business Combinations, which requires recognition of assets acquired and liabilities assumed, including contingent assets and liabilities, at their respective fair values on the date of acquisition. Any excess of the purchase consideration over the net fair value of tangible and identified intangible assets acquired less liabilities assumed is recorded as goodwill. The costs of business acquisitions, including fees for accounting, legal, professional consulting and valuation specialists, are expensed as incurred within transaction related expenses. Purchase price allocations may be preliminary and, during the measurement period not to exceed one year from the date of acquisition, changes in assumptions and estimates that result in adjustments to the fair value of assets acquired and liabilities assumed are recorded in the period the adjustments are determined. The estimated fair value of acquired assets and assumed liabilities are determined primarily using a discounted cash flow approach, with estimated cash flows discounted at a rate that the Company believes a market participant would determine to be commensurate with the inherent risks associated with the asset and related estimated cash flow streams. Fair value measurements The carrying value of the Company’s marketable securities, accounts receivable, notes receivable, accounts payable, and accrued liabilities approximate their fair value due to their short-term nature, and the carrying value of long-term debt, and convertible debt approximates fair value as they bear a market rate of interest. ​ Restricted cash consists of cash balances that are legally or contractually restricted as to withdrawal or use. The carrying amount approximates fair value due to the short-term nature of the deposits. ​ The carrying value of the Company’s derivative liabilities utilize Level 2 inputs given the inputs are indirectly observable but not quoted for identical contracts. ​ 89 Table of Contents The carrying value of the Company’s warrants held, contingent consideration, and investments utilize Level 3 inputs given there is no market activity for the asset. ​ Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Inventory and cost of sales Inventory is comprised of cannabis work-in-process, cannabis finished goods and other inventory. Work-in-process inventory includes cannabis plants, bulk harvested material, and various bulk oils and extracts. Finished goods include packaged flower and extracts. Other inventory includes product packaging, hemp derived CBD, apparel, and paraphernalia. Inventory cost includes pre-harvest, post-harvest and shipment and fulfillment, as well as related accessories. Pre-harvest costs include labor and direct materials to grow cannabis, which includes water, electricity, nutrients, integrated pest management, growing supplies and allocated overhead. Post-harvest costs include costs associated with drying, trimming, blending, extraction, purification, quality testing and allocated overhead. Shipment and fulfillment costs include the costs of packaging, labelling, courier services and allocated overhead. Inventory is stated at the lower of cost or net realizable value, determined using weighted average cost. Net realizable value is defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. At the end of each reporting period, the Company performs an assessment of inventory and record write-downs for excess and obsolete inventories based on the Company’s estimated forecast of product demand, production requirements, market conditions, regulatory environment, and spoilage. Actual inventory losses may differ from management’s estimates and such differences could be material to the Company’s balance sheets, statements of net loss and comprehensive loss and statements of cash flows. Cost of sales represents costs directly related to manufacturing and distribution of the Company’s products. Primary costs include raw materials, packaging, direct labor, overhead, shipping and handling and the depreciation of manufacturing equipment and production facilities. Manufacturing overhead and related expenses include salaries, wages, employee benefits, utilities, maintenance and property taxes. Cost of sales also includes inventory valuation adjustments. The Company recognizes the cost of sales as the associated revenues are recognized. Property and equipment Property and equipment are recorded at cost net of accumulated depreciation and impairment, if any. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The estimated useful life of buildings and improvements ranges from five to thirty-nine years , the estimated useful life of property and equipment, other than buildings, ranges from three to ten years . Land is not depreciated. Leasehold improvements, included in buildings and improvements, are depreciated over the lesser of the asset’s estimated useful life or the remaining lease term. The estimated useful life of right of use assets relating to operating and finance leases ranges from one to twenty years . When assets are retired or disposed of, the cost and accumulated depreciation are removed from the respective accounts and any related gain or loss is recognized. Maintenance and repairs are charged to expenses as incurred. Significant expenditures, which extend the useful lives of assets or increase productivity, are capitalized. When significant parts of an item of property and equipment have different useful lives, they are accounted for as separate items or components of property and equipment. Construction-in-process includes construction progress payments, deposits, engineering costs, interest expense on long-term construction projects and other costs directly related to the construction of the facilities. Expenditures are capitalized during the construction period and construction in progress is transferred to the relevant class of property and equipment when the assets are available for use, at which point the depreciation of the asset commences. 90 Table of Contents The estimated useful lives are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Capitalization of interest Interest incurred relating to the construction or expansion of facilities is capitalized to the construction in progress. The Company ceases the capitalization of interest when construction activities are substantially completed and the facility is available for commercial use. During the years ended December 31, 2025 and 2024, the Company capitalized $ 2,072,527 and $ 1,387,750 , respectively, of interest expense to construction in progress. Intangible assets Intangible assets include intangible assets acquired as part of business combinations, asset acquisitions and other business transactions. The Company records intangible assets at cost, net of accumulated amortization and accumulated impairment losses, if any. Intangible assets acquired in a business combination are measured at fair value on the acquisition date. Amortization of definite life intangible assets is calculated on a straight-line basis over the estimated useful lives of the assets as follows: ​ ​ ​ ​ Licenses ​ ​ ​ 2 - 15 years ​ When there is no foreseeable limit on the period of time over which an intangible asset is expected to contribute to the cash flows of the Company, an intangible asset is determined to have an indefinite life. Indefinite life intangible assets are not amortized but tested for impairment annually or more frequently when indicators of impairment exist. If the carrying value of an individual indefinite-lived intangible asset exceeds its fair value, such individual indefinite-life intangible asset is impaired by the amount of the excess. The estimated useful lives are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Impairment of long-lived assets The Company reviews long-lived assets, including property and equipment, definite life intangible assets, and other long-lived assets for impairment annually or whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. In order to determine if assets have been impaired, assets are grouped and tested at the lowest level for which identifiable independent cash flows are available (“ asset group ”). A potential impairment loss is assessed when the sum of projected undiscounted cash flows is less than the carrying value of the asset group. The measurement of the impairment loss to be recognized is based on the difference between the fair value and the carrying value of the asset group. Fair value can be determined using a market approach, income approach or cost approach. The reversal of impairment losses is prohibited. Financial assets Initial recognition and measurement The Company aggregates its financial assets into classes at the time of initial recognition based on the Company's business model and the contractual terms of the cash flows. Non-derivative financial assets are classified and measured as “financial assets at fair value”, as either fair value through profit or loss (“ FVPL ”), or “financial assets at amortized cost”, as appropriate. All financial assets are recognized initially at fair value plus, in the case of financial assets not at FVPL, directly attributable transaction costs on the trade date at which the Company becomes a party to the contractual provisions of the instrument. 91 Table of Contents Financial assets with embedded derivatives are considered in their entirety when determining their classification. Subsequent measurement - Financial assets at amortized cost After initial recognition, financial assets measured at amortized cost are subsequently measured at the end of each reporting period at amortized cost using the Effective Interest Rate (“EIR”) method. Amortized cost is calculated by considering any discount or premium on acquisition and any fees or costs that are an integral part of the EIR. In these consolidated financial statements, cash, trade and other receivables, indemnification receivables, and loans receivable are classified in this category. Subsequent measurement - Financial assets at FVPL Financial assets measured at FVPL include financial assets such as the Company's equity investments in other entities, and any derivative financial instrument that is not designated as a hedging instrument in a hedge relationship. Financial assets measured at FVPL are carried at fair value in the consolidated balance sheet with changes in fair value recognized in a separate caption in the consolidated statements of net loss and comprehensive loss. Derecognition A financial asset is derecognized when the contractual rights to the cash flows from the asset expire, or the Company no longer retains substantially all the risks and rewards of ownership. Impairment of financial assets Financial assets classified subsequently as amortized cost are subject to impairment based on the expected credit losses (“ ECLs ”). The Company's financial assets subject to impairment are cash, accounts receivable and notes receivable. Accounts receivable and notes receivable are recognized initially at fair value and subsequently measured at amortized cost, less any provisions for impairment. Impairment provisions are estimated using the ECL impairment model where any expected future credit losses are provided for, irrespective of whether a loss event has occurred at the reporting date. Estimates of expected credit losses consider the Company's collection history by country and customer, deterioration of collection rates during the average credit period, as well as observable changes in and forecasts of future economic conditions that affect default risk. The Company utilizes a provision matrix to estimate lifetime ECL's for accounts receivable, supplemented by specific allowance based on customer-specific data. Changes in the allowance are recognized as bad debt expense in the consolidated statements of net loss and comprehensive loss. When the Company determines that no recovery of the amount owed is possible, the amount is deemed irrecoverable, and the financial asset is written off. Impairment of goodwill and indefinite life intangible assets Goodwill and indefinite life intangible assets are tested for impairment annually, or more frequently when events or circumstances indicate that impairment may have occurred. As part of the impairment evaluation, the Company may elect to perform an assessment of qualitative factors. If this qualitative assessment indicates that it is more likely than not that the fair value of the indefinite-lived intangible asset or the reporting unit (for goodwill) is less than its carrying value, a quantitative impairment test to compare the fair value to the carrying value is performed. An impairment charge is recorded if the carrying value exceeds the fair value. Leases The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ ROU ”) assets and right-of-use liabilities (current and non-current) in the balance sheets. Finance lease ROU assets are included in property and equipment, net and ROU liabilities (current and non-current) in the balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets are classified as a finance lease or an 92 Table of Contents operating lease. A finance lease is a lease in which 1) ownership of the property transfers to the lessee by the end of the lease term; 2) the lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise; 3) the lease is for a major part of the remaining economic life of the underlying asset; 4) The present value of the sum of the lease payments and any residual value guaranteed by the lessee that is not already included in the lease payments equals or exceeds substantially all of the fair value; or 5) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. The Company classifies a lease as an operating lease when it does not meet any one of these criteria. ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the incremental borrowing rate is used based on the information available at commencement date in determining the present value of lease payments. The Company uses the implicit rate when readily determinable. The ROU assets also include any lease payments made and excludes lease incentives. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. For finance leases, lease expenses are the sum of interest on the lease obligations and amortization of the ROU assets, resulting in a front-loaded expense pattern. ROU assets are amortized based on the lesser of the lease term and the useful life of the leased asset according to the property and equipment accounting policy. If ownership of the ROU assets transfers to the Company at the end of the lease term or if the Company is reasonably certain to exercise a purchase option, amortization is calculated using the estimated useful life of the leased asset, according to the property and equipment accounting policy. For operating leases, the lease expenses are generally recognized on a straight-line basis over the lease term and recorded to general and administrative expenses in the statements of net loss and comprehensive loss. The Company has elected to apply the practical expedient, for each class of underlying asset, except real estate leases, to not separate non-lease components from the associated lease components of the lessee’s contract and account for both components as a single lease component. The Company has elected not to recognize ROU assets and lease liabilities for short-term leases that have a lease term of 12 months or less that do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. Short-term leases include real estate and vehicles and are not significant in comparison to the Company’s overall lease portfolio. The Company continues to recognize the lease payments associated with these leases as expenses on a straight-line basis over the lease term. Convertible debt The Company first analyzes convertible debt with a conversion feature in accordance with ASC 470-20, Debt with Conversion and Other Options (“ ASC 470-20 ”), to determine whether the fair value option should be applied. ASC 470-20 requires the liability and equity components of convertible debt instruments that may be settled in cash upon conversion, including partial cash settlement, to be separately accounted for in a manner that reflects the issuer’s nonconvertible debt borrowing rate. The initial proceeds from the sale of convertible debt are allocated between a liability component and an equity component in a manner that reflects interest expense at the rate of similar nonconvertible debt that could have been issued at such time. The equity component represents the excess initial proceeds received over the fair value of the liability component of the notes as of the date of issuance. The resulting debt discount is amortized over the period during which the convertible debt are expected to be outstanding as additional non-cash interest expenses. If the Company does not elect the fair value option, any conversion feature is then evaluated in accordance with ASC 815 to determine if the conversion option is required to be bifurcated. ASC 815 does not require a conversion option to be bifurcated if the conversion option is indexed to the Company’s own stock and classified in stockholders’ equity in the statement of financial position. Upon repurchase of convertible debt instruments, ASC 470-20 requires the issuer to allocate total settlement consideration, inclusive of transaction costs, amongst the liability and equity components of the instrument based on the fair value of the liability component immediately prior to repurchase. The difference between the settlement consideration allocated to the liability component and the net carrying value of the liability component, including unamortized debt issuance costs, is 93 Table of Contents recognized as gain (loss) on extinguishment of debt in the statements of net loss and comprehensive loss. The remaining settlement consideration allocated to the equity component is recognized as a reduction of additional paid-in capital in the balance sheets. During the year ended December 31, 2025, the Company issued convertible debt (Note 14). It was determined that the debt should be accounted for as a liability in its entirety. Warrants held and Investments The Company accounts for warrants held and investments under ASC 321, Investments – Equity Securities (“ ASC 321 ”). The scope of ASC 321 includes investments in equity securities and other ownership interests in an entity, including investments in partnerships, unincorporated joint ventures and limited liability companies. Under ASC 321 an equity security is any security representing an ownership interest in an entity (e.g., common, preferred, other capital stock) or the right to acquire (e.g., warrants, rights, forward purchase contracts, call options) or dispose of (e.g., put options, forward sale contracts) an ownership interest in an entity at fixed or determinable prices. ASC 321 calls for equity interests to be carried at fair value with changes in value recorded in earnings. The Company uses the BlackScholes valuation model to arrive at a fair value of the warrants held (Note 19), which is remeasured at each period end with changes in fair value recorded in other income. ASC 321 provides a measurement alternative for equity securities without readily determinable fair values. As such the Company’s investments are recorded at cost less impairment. Revenue recognition The Company’s primary source of revenue is from wholesale of cannabis products to dispensary locations and direct retail sales to eligible customers at the Company-owned dispensaries. Substantially all of the Company’s retail revenue is from the direct sale of cannabis products to adult-use and medical customers. The following table represents the Company’s disaggregated revenue by source: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Retail ​ $ 219,933,107 ​ $ 79,534,555 Wholesale ​ 48,836,161 ​ 19,849,666 Total ​ $ 268,769,268 ​ $ 99,384,221 ​ Revenue is recognized when control of the promised goods or services, through performance obligations by the Company, is transferred to the customer in an amount that reflects the consideration it expects to be entitled to in exchange for the performance obligations. More specifically, wholesale revenues are recognized upon delivery and acceptance by wholesale customers. Retail revenues are recognized at the point of sale. Service revenues are recognized when the service is performed. Discounts are recorded at the time of revenue recognition. Returns were not material during the years ended December 31, 2025 and 2024, but are recognized when the customer is refunded. Revenues are presented net of discounts and returns. Sales taxes collected from customers are remitted to the appropriate taxing jurisdictions and are excluded from sales revenue as the Company considers itself a pass-through conduit for collecting and remitting sales taxes. Excise duties that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer are included in revenue. Freight revenues on all product sales, when applicable, are also recognized, on a consistent manner, at a point in time. The term between invoicing and when payment is due is not significant and the period between when the entity transfers the promised good or service to the customer and when the customer pays for that good or service is one year or less. 94 Table of Contents Contract liabilities A contract liability is the obligation to transfer goods or services to a customer for which the Company has received consideration from the customer. If a customer pays consideration before the Company transfers goods or services, a contract liability is recognized when the payment is made. Contract liabilities are recognized as revenue when the Company performs under the contract. The Company considers whether there are other promises in the contracts that are separate performance obligations to which a portion of the transaction price needs to be allocated. In determining the transaction price for the sale of goods, the Company considers the effects of variable consideration and the existence of significant financing components (if any). Accounts receivable A receivable represents the Company’s right to an amount of consideration that is unconditional (i.e., only the passage of time is required before payment of the consideration). The Company determines an estimate of losses on its accounts receivable based on a mix of aging and historical collections. Stock-based compensation The Company measures and recognizes compensation expense for stock options and restricted stock units (RSUs) to employees and non-employees on a straight-line basis over the vesting period based on their grant date fair values. The Company estimates the fair value of stock options on the date of grant using the Black-Scholes option pricing model. Determining the estimated fair value at the grant date requires judgment in determining the appropriate valuation model and assumptions, including the fair value of subordinated voting shares on the grant date, risk-free rate, volatility rate, annual dividend yield and the expected term. The volatility rate is based on historical volatilities of public companies operating in a similar industry to the Company, as well as the Company’s historical volatility. The Company estimates the fair value of RSUs to be the closing market price of the Company’s stock on the business day immediately preceding the grant date. For stock options granted, the exercise price at the date of grant was determined by the Board of Directors with assistance from management. The Company does not estimate forfeiture rates when calculating compensation expense for stock options or RSUs. The Company records forfeitures as they occur. Fully vested, non-forfeitable equity instruments issued to parties other than employees are measured on the date they are issued where there is no specific performance required by the grantee to retain those equity instruments. Stock-based payment transactions with non-employees are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. Income taxes The Company uses the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Management assesses the likelihood that the resulting deferred tax assets will be realized. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The Company recognizes uncertain income tax positions at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Changes in recognition or measurement are reflected in the period in which judgment occurs. 95 Table of Contents New accounting pronouncements not yet adopted In November 2024, the Financial Accounting Standards Board (“FASB”) issued ASU 2024-03, Income Statement—Reporting Comprehensive Income (Topic 220): Expense Disaggregation Disclosures. The amendments in this ASU require public business entities to provide enhanced disclosures about significant categories of expenses, including employee compensation, depreciation, inventory expense, and other material expense categories, disaggregated by relevant income statement line items. The guidance also requires qualitative disclosures about the nature of expense categories and the methods used to allocate expenses when applicable. The amendments are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company has not early adopted this ASU. The Company is currently evaluating the impact that adoption of this guidance will have on its consolidated financial statements and related disclosures. ​ ​ 3. Acquisitions, Assets Held for Sale, and Dispositions Acquisitions On December 18, 2024, the Company, entered into Merger Agreements with respect to the Mergers. Each Merger was an all-share transaction whereby, at the closing of each applicable Merger, (i) a new wholly-owned subsidiary of the Company merged with and into Deep Roots, (ii) a new wholly-owned subsidiary of the Company merged with and into Wholesome, and (iii) the Proper entities each merged with and into new wholly-owned subsidiaries of the Company. ​ The consideration paid to acquire each of Deep Roots, Proper and Wholesome was based, in each case, in part, on an estimated multiple of a 2024 “Closing EBITDA,” which was pro forma for pending acquisitions, planned new retail openings and expansion projects, and a US $ 0.52 share reference price for the Company’s subordinate voting shares (each subordinate voting share an “ SVS ” and collectively, the “ SVSs ”). Pursuant to the Merger Agreements, former stockholders of Proper, Wholesome, and certain former stockholders of Deep Roots may qualify for earnout payments made with the Company’s SVSs following December 31, 2026, based on each target’s adjusted earnings before interest, taxes, depreciation and amortization (“ Adjusted EBITDA ”) (as defined in the applicable Merger Agreement) growth compared to such target’s Closing EBITDA (as defined in the applicable Merger Agreement) (plus, with respect to Deep Roots, $ 1,000,000 in EBITDA attributed to a new retail location) (at a 4 x multiple), adjusted for incremental debt and certain other matters, respectively, and paid out using a share price for the Company’s SVSs of the higher of US $ 1.05 or the 20 -day volume weighted average price of the Company’s SVSs on the Canadian Securities Exchange (“ CSE ”), converted to United States Dollars based on the average exchange rate posted by the Bank of Canada as of the end of each trading day during such 20 -day period, as reported by Bloomberg Finance L.P. (the “ VWAP ”) as of December 31, 2026. The Closing EBITDA for Deep Roots, Proper and Wholesome are US $ 30.0 million, US $ 31.0 million, and US $ 16.0 million, respectively. EBITDA growth is defined as the increase between the Closing EBITDA and the higher of 2026 Adjusted EBITDA or the trailing nine-month annualized Adjusted EBITDA as of immediately prior to December 31, 2026. In no event shall the number of earnout shares issued under each Merger Agreement exceed the number of shares issued as closing merger consideration under each Merger Agreement. Each of the Merger Agreements provides for the clawback of up to 50 % of the upfront merger consideration (excluding, in the case of Proper and Wholesome, the amounts described in the next paragraph that are attributable to Arches, as defined below) on December 31, 2026, if (1) for Wholesome and Deep Roots, (a) 2026 Adjusted EBITDA underperforms 96.5 % of the Closing EBITDA (plus with respect to Deep Roots, $ 1,000,000 in EBITDA attributed to a new retail location), and (b) the retail revenue market share or EBITDA margin for 2026 is less (or lower) than 2024 and (c) the 20 -day VWAP as of immediately prior to December 31, 2026 is greater than US $ 1.05 per share, and (2) for Proper, 2026 Adjusted EBITDA underperforms 96.5 % of the Closing EBITDA. The amount of shares subject to a clawback would be equal to the Acquisition Multiple (as defined in each Merger Agreement) of 4.175 for each of Deep Roots, Proper and Wholesome, respectively, multiplied by the EBITDA shortfall, and subject to certain other adjustments f or incremental debt and certain other matters, set forth in the applicable Merger Agreement, divided by US $ 0.52 per share. ​ In connection with the Merger Agreement with Wholesome (the “ Wholesome Merger Agreement ”) and the Merger Agreement with Proper (the “ Proper Merger Agreement ”), the Company included in the stock merger consideration 96 Table of Contents calculation an amount equal to (i) US $ 11,860,800 for Wholesome and (ii) US $ 2,139,200 for Proper for all of the outstanding equity interests in Arches IP, Inc. (“ Arches ”) owned by Wholesome and Proper, respectively. Subject to the terms and conditions of the Wholesome Merger Agreement and the Proper Merger Agreement, each of Wholesome, Proper and Arches option holders are collectively entitled to earnout payments based on the performance of Arches, based on the greater of US $ 37.5 million or 5 x certain revenue percentages of Arches minus $ 4,000,000 , with such revenue percentage amounts measured at the higher of the trailing-twelve-month or nine-month annualized amounts as of December 31, 2026, paid out using a share price for the Company’s SVSs at the higher of US $ 1.05 or the 20 -day VWAP as of immediately prior to December 31, 2026. Wholesome ​ On May 12, 2025, the Company closed the Wholesome Merger contemplated by the Wholesome Merger Agreement. The Company analyzed the acquisition under Accounting Standards Update (“ ASU ”) 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business and determined that the Wholesome Merger should be accounted for as a business combination. Goodwill represents the premium the Company paid over the fair value of the net tangible and intangible assets acquired. The goodwill arising from the Wholesome Merger primarily consists of the synergies and economies of scale expected from combining the operations of the Company and Wholesome, including growing the Company's customer base, acquiring assembled workforces, and expanding its presence in new and existing markets. These benefits were not recognized separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets. ​ The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed: ​ ​ ​ ​ ​ ​ ​ ​ ​ Wholesome Assets ​ ​ Cash and cash equivalents ​ $ 7,025,811 Inventory ​ 8,719,613 Receivables ​ ​ 1,149,766 Other current assets ​ 905,747 Income tax receivable ​ ​ 303,020 Property and equipment ​ 9,278,475 Operating lease, right-of-use asset ​ 10,213,823 Indemnification asset ​ ​ 11,005,980 Deposits ​ ​ 504,807 Intangible assets, license ​ 14,180,000 Intangible assets, developed technology ​ ​ 4,642,000 Goodwill ​ 38,993,745 Total assets ​ 106,922,787 Liabilities ​ ​ Accounts payable and accrued liabilities ​ 6,803,698 Right-of-use liability ​ 10,213,823 Long-term debt, net ​ ​ 9,592,555 Deferred tax liabilities ​ ​ 5,886,000 Uncertain tax liability ​ ​ 13,309,000 Total liabilities ​ ​ 45,805,076 Net assets acquired ​ $ 61,117,711 ​ ​ ​ ​ Consideration: ​ ​ ​ Share consideration ​ $ 51,764,711 Contingent consideration ​ ​ 9,353,000 Total Consideration ​ $ 61,117,711 ​ 97 Table of Contents The acquired intangible assets include cannabis licenses and developed technology which are treated as definite-lived intangible assets amortized over a 15-year useful life. ​ As of December 31, 2025, the Company has recorded a contingent consideration liability of $ 19,180,000 , which represents the estimated fair value of the potential earnout payments based on management’s current projections of Adjusted EBITDA performance relative to the Closing EBITDA thresholds. The contingent consideration is classified as a Level 3 liability within the fair value hierarchy and is remeasured at each reporting date, with changes in fair value recognized in earnings. During the year ended December 31, 2025, the Company recognized a $ 9,827,000 loss related to the change in the fair value of contingent consideration in earnings related to the remeasurement of this liability. ​ As part of the Wholesome Merger, the sellers contractually agreed to indemnify the Company for certain pre-closing liabilities, including those related to unpaid uncertain tax liabilities. On May 12, 2025, the Company recognized a liability of $ 13,309,000 for uncertain tax positions related to the pre-acquisition periods in accordance with Accounting Standards Codification (“ ASC ”) 740, Income Taxes. Consistent with the provisions of ASC 805-20-25-27, the Company also recognized a corresponding indemnification asset of $ 11,005,980 , measured on the same basis as the related liability, which represents the uncertain tax liability recognized of $ 13,309,000 less $ 303,020 of income taxes receivable and $ 2,000,000 of tax specific cash contributions from Wholesome. ​ The indemnification asset was classified as a non-current asset in the Company’s consolidated balance sheet as of December 31, 2025, and will be adjusted in future periods if the related liability is settled, released, or remeasured. Changes in the fair value of the indemnification asset, if any, will be recorded in earnings in the same financial statement line item as the change in the related liability. As of December 31, 2025, there have been no changes in the estimated amount of indemnified tax exposure or the related asset. ​ Supplemental pro forma information (unaudited) for Wholesome Merger ​ The unaudited pro forma information for the periods set forth below gives effect to the Wholesome Merger as if the acquisition had occurred on January 1, 2025. This pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved had the transaction been consummated as of that time nor does it purport to be indicative of future financial operating results. ​ Proforma revenues attributable to subordinate voting shareholders for the year ended December 31, 2025 were $ 54,040,596 . Proforma net loss attributable to subordinate voting shareholders for the year ended December 31, 2025 was $ 11,143,028 . ​ Unaudited pro forma net income reflects the adjustment of sales between the companies, and adjustments for alignment of significant differences in accounting principles and elections. ​ Proper ​ On June 5, 2025, the Company closed the Proper Mergers contemplated by the Proper Merger Agreement. The Company analyzed the acquisition under ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business and determined that the Proper Mergers should be accounted for as a business combination. Goodwill represents the premium the Company paid over the fair value of the net tangible and intangible assets acquired. The goodwill arising from the Proper Mergers primarily consists of the synergies and economies of scale expected from combining the operations of the Company and Proper, including growing the Company's customer base, acquiring assembled workforces, and expanding its presence in new and existing markets. These benefits were not recognized separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets. ​ The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed: ​ 98 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ Proper Assets ​ ​ Cash and cash equivalents ​ $ 12,951,202 Inventory ​ 22,755,749 Income tax receivable ​ ​ 5,705,592 Receivables ​ ​ 2,399,312 Other current assets ​ 299,524 Property and equipment ​ 33,350,107 Operating lease, right-of-use asset ​ 8,955,559 Indemnification asset ​ ​ 6,221,000 Deposits ​ ​ 131,808 Intangible assets, license ​ ​ 48,579,000 Goodwill ​ 26,417,498 Total assets ​ 167,766,351 Liabilities ​ ​ Accounts payable and accrued liabilities ​ 25,283,248 Right-of-use liability ​ 8,955,559 Long-term debt, net ​ ​ 25,502,655 Deferred tax liabilities ​ ​ 12,617,000 Uncertain tax liability ​ ​ 14,927,000 Other long-term liabilities ​ ​ 1,239,000 Total liabilities ​ ​ 88,524,462 Net assets acquired ​ $ 79,241,889 ​ ​ ​ ​ Consideration: ​ ​ ​ Share consideration ​ $ 76,188,889 Contingent consideration ​ ​ 3,053,000 Total Consideration ​ $ 79,241,889 ​ ​ The acquired intangible assets include cannabis licenses and developed technology which are treated as definite-lived intangible assets amortized over a 15-year useful life. ​ As of December 31, 2025, the Company recorded a contingent consideration liability of $ 3,951,000 , which represents the estimated fair value of the potential earnout payments based on management’s current projections of Adjusted EBITDA performance relative to the Closing EBITDA thresholds. The contingent consideration is classified as a Level 3 liability within the fair value hierarchy and is remeasured at each reporting date, with changes in fair value recognized in earnings. During the year ended December 31, 2025, the Company recognized a $ 898,000 loss related to the change in the fair value of contingent consideration in earnings related to the remeasurement of this liability. ​ As part of the Proper Mergers, the sellers contractually agreed to indemnify the Company for certain pre-closing liabilities, including those related to unpaid uncertain tax liabilities. On June 5, 2025, the Company recognized a liability of $ 14,927,000 for uncertain tax positions related to the pre-acquisition periods in accordance with ASC 740, Income Taxes. Consistent with the provisions of ASC 805-20-25-27, the Company also recognized a corresponding indemnification asset of $ 6,221,000 , measured on the same basis as the related liability, which represents the uncertain tax liability recognized of $ 14,927,000 less $ 5,705,592 of income taxes receivable and $ 3,000,000 of tax specific cash contributions from Proper. The indemnification asset was classified as a non-current asset in the Company’s consolidated balance sheet as of December 31, 2025, and will be adjusted in future periods if the related liability is settled, released, or remeasured. Changes in the fair value of the indemnification asset, if any, will be recorded in earnings in the same financial statement line item as the change in the related liability. As of December 31, 2025, there were no changes in the estimated amount of indemnified tax exposure or the related asset. ​ 99 Table of Contents Supplemental pro forma information (unaudited) for Proper Mergers ​ The unaudited pro forma information for the periods set forth below gives effect to the Proper Mergers as if the acquisition had occurred on January 1, 2025. This pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved had the transaction been consummated as of that time nor does it purport to be indicative of future financial operating results. ​ Proforma revenues attributable to subordinate voting shareholders for the year ended December 31, 2025 were $ 96,524,931 . Proforma net loss attributable to subordinate voting shareholders for the year ended December 31, 2025 was $ 3,612,147 . ​ Unaudited pro forma net income reflects the adjustment of sales between the companies, and adjustments for alignment of significant differences in accounting principles and elections. ​ Deep Roots ​ On June 6, 2025, the Company closed the Deep Roots Merger contemplated by the Merger Agreement with Deep Roots (the “ Deep Roots Merger Agreement ”). The Company analyzed the acquisition under ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business and determined that the Deep Roots Merger should be accounted for as a business combination. Goodwill represents the premium the Company paid over the fair value of the net tangible and intangible assets acquired. The goodwill arising from the Deep Roots Merger primarily consists of the synergies and economies of scale expected from combining the operations of the Company and Deep Roots, including growing the Company's customer base, acquiring assembled workforces, and expanding its presence in new and existing markets. These benefits were not recognized separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets. ​ 100 Table of Contents The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed: ​ ​ ​ ​ ​ ​ ​ ​ ​ Deep Roots Assets ​ ​ Cash and cash equivalents ​ $ 19,382,757 Inventory ​ 17,787,833 Income tax receivable ​ ​ 14,370,392 Receivables ​ ​ 164,318 Other current assets ​ 1,263,064 Property and equipment ​ 29,488,408 Operating lease, right-of-use asset ​ 24,590,397 Indemnification asset ​ ​ 8,545,886 Deposits ​ ​ 292,786 Investments ​ 6,000,000 Intangible assets, license ​ ​ 45,766,000 Goodwill ​ 22,123,318 Total assets ​ 189,775,159 Liabilities ​ ​ Accounts payable and accrued liabilities ​ 12,617,274 Right-of-use liability ​ 24,590,397 Long-term debt, net ​ ​ 19,166,670 Deferred tax liabilities ​ ​ 5,120,000 Uncertain tax liability ​ ​ 24,917,000 Total liabilities ​ 86,411,341 Net assets acquired ​ $ 103,363,818 ​ ​ ​ ​ Consideration: ​ ​ ​ Share consideration ​ $ 100,938,818 Contingent consideration ​ 2,425,000 Total Consideration ​ $ 103,363,818 ​ The acquired intangible assets include cannabis licenses which are treated as definite-lived intangible assets amortized over a 15-year useful life. ​ As part of the Deep Roots Merger, the sellers contractually agreed to indemnify the Company for certain pre-closing liabilities, including those related to unpaid uncertain tax liabilities. On June 6, 2025, the Company recognized a liability of $ 24,917,000 for uncertain tax positions related to the pre-acquisition periods in accordance with ASC 740, Income Taxes. Consistent with the provisions of ASC 805-20-25-27, the Company also recognized a corresponding indemnification asset of $ 8,545,886 , measured on the same basis as the related liability, which represents the uncertain tax liability recognized of $ 24,917,000 less $ 14,370,392 of income taxes receivable and $ 2,000,000 of tax specific cash contributions from Deep Roots. ​ As of December 31, 2025, the Company recorded a contingent consideration liability of $ 1,317,000 , which represents the estimated fair value of the potential earnout payments based on management’s current projections of Adjusted EBITDA performance relative to the Closing EBITDA thresholds. The contingent consideration is classified as a Level 3 liability within the fair value hierarchy and is remeasured at each reporting date, with changes in fair value recognized in earnings. During the year ended December 31, 2025, the Company recognized a $ 1,108,000 gain related to the change in the fair value of contingent consideration in earnings related to the remeasurement of this liability. ​ The indemnification asset was classified as a non-current asset in the Company’s consolidated balance sheet as of December 31, 2025, and will be adjusted in future periods if the related liability is settled, released, or remeasured. Changes in the fair value of the indemnification asset, if any, will be recorded in earnings in the same financial statement line item 101 Table of Contents as the change in the related liability. As of December 31, 2025, there were no changes in the estimated amount of the indemnified tax exposure or the related asset. ​ Supplemental pro forma information (unaudited) for Deep Roots Merger ​ The unaudited pro forma information for the periods set forth below gives effect to the Deep Roots Merger as if the acquisition had occurred on January 1, 2025. This pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved had the transaction been consummated as of that time nor does it purport to be indicative of future financial operating results. ​ Proforma revenues attributable to subordinate voting shareholders for the year ended December 31, 2025 were $ 101,736,343 . Proforma net income attributable to subordinate voting shareholders for the year ended December 31, 2025 was $ 1,180,493 . ​ Unaudited pro forma net income reflects the adjustment of sales between the companies, and adjustments for alignment of significant differences in accounting principles and elections. ​ Assets Held for Sale ​ As of December 31, 2025, the Company has identified property and equipment with carrying amounts that are expected to be recovered principally through sale or disposal rather than through continuing use. The sale of these assets is highly probable, they can be sold in their immediate condition, and the sales are expected to occur within the next twelve months. As such, these assets and liabilities have been classified as “held for sale.” Management does not believe these divestitures represent a strategic shift that has or will have a major effect on an entity’s operations and financial results, and as such, none of these divestitures are considered a discontinued operation. The fair value less expected cost to sell of net assets exceeded the carrying value, and as such, the Company recorded no impairment loss. ​ At December 31, 2024, the Company determined that certain assets and liabilities associated with its New York operations met the criteria to be classified as held for sale and, accordingly, ceased depreciation and amortization on the related long-lived assets. ​ During the year ended December 31, 2025, the Company reassessed its strategic plans related to the New York operations and determined that the Company now expects to retain control of these assets and liabilities. As a result, the assets and liabilities previously classified as held for sale no longer met the criteria for such classification. ​ Accordingly, during 2025, the Company reclassified the assets and liabilities out of assets held for sale and back to their respective balance sheet captions. The long-lived assets were measured at the lower of (i) their carrying amounts prior to classification as held for sale, adjusted for depreciation and amortization that would have been recognized had the assets remained in use, or (ii) their fair value at the date of the decision to retain the assets. ​ As a result of this reassessment, the Company recorded a catch-up depreciation expense of $ 9,685,126 and $ 219,229 of catch-up amortization expense during the year ended December 31, 2025, which is included in operating expenses in the consolidated statements of loss and comprehensive loss. ​ During the year ended December 31, 2025, the Company completed the disposition of certain assets previously classified as held for sale. As consideration, the Company received $ 250,000 in cash and notes receivable with an aggregate principal amount of $ 1,250,000 . ​ 102 Table of Contents Assets and liabilities held for sale are as follows: ​ ​ ​ ​ ​ ​ ​ ​ Assets held for sale December 31, ​ ​ ​ December 31, ​ ​ 2025 ​ 2024 Property and equipment ​ $ 300,000 ​ $ 90,177,872 Intangible assets ​ ​ — ​ ​ 972,000 Operating lease, right-of-use asset ​ ​ — ​ ​ 3,381,613 Deposits ​ ​ — ​ ​ 2,028,567 Total assets held for sale ​ $ 300,000 ​ $ 96,560,052 ​ ​ ​ ​ ​ ​ ​ Liabilities held for sale ​ ​ ​ ​ Right of Use Liability ​ $ — ​ $ 89,387,203 Total liabilities held for sale ​ $ — ​ $ 89,387,203 ​ ​ ​ ​ ​ 4. Fair Value Measurements The Company complies with ASC 820, Fair Value Measurements, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability. Items measured at fair value on a non-recurring basis The Company’s non-financial assets, such as prepayments and other current assets, long lived assets, including property and equipment, and intangible assets, are measured at fair value when there is an indicator of impairment and are recorded at fair value only when an impairment charge is recognized. In connection with an evaluation of such non-financial assets during the year ended December 31, 2025, the carrying values of property and equipment were concluded to exceed their fair values with the exception of the $ 2,600,000 impairment loss taken. The carrying value of the Company’s marketable securities, accounts receivable, notes receivable, accounts payable, and accrued liabilities approximate their fair value due to their short-term nature, and the carrying value of long-term debt, and convertible debt approximates fair value as they bear a market rate of interest. ​ Restricted cash consists of cash balances that are legally or contractually restricted as to withdrawal or use. The carrying amount approximates fair value due to the short-term nature of the deposits. ​ The carrying value of the Company’s derivative liabilities utilize Level 2 and Level 3 inputs given the inputs are indirectly observable but not quoted for identical contracts. ​ The carrying value of the Company’s warrants held, contingent consideration, and investments utilize Level 3 inputs given there is no market activity for the asset. ​ ​ 103 Table of Contents 5. Accounts Receivable Accounts receivables are comprised of the following items: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Trade receivables, net ​ $ 12,671,307 ​ $ 2,870,181 Tax withholding receivables, net ​ ​ — ​ ​ 174,660 Other ​ 1,090,610 ​ 1,545,510 Total ​ $ 13,761,917 ​ $ 4,590,351 ​ Included in the trade receivables balance at December 31, 2025, and 2024, are credit losses of $ 1,266,965 and $ 84,989 , respectively. Included in the tax withholding receivable, net balance at December 31, 2024, are credit losses of $ 159,275 . ​ 6. Notes Receivable During the year ended December 31, 2025, the Company entered into Convertible Note Secondary Sale and Purchase Agreements (the “ Note Purchase Agreements ”) with certain holders (the “ Noteholders ”) certain 13 % Senior Secured Convertible Notes due December 7, 2026 (the “ Note s”) of Medicine Man Technologies, Inc. d/b/a Schwazze, a Nevada corporation (“ Schwazze ”). The Notes, which have a value of approximately $ 94,000,000 , consisting of principal and accrued interest, were acquired by issuing 117,905,205 subordinate voting shares to the Noteholders. The notes receivable were initially recognized at fair value, which was determined based on the fair value of the subordinate voting shares issued. The fair value of the shares issued was $ 77,976,015 and was recorded as notes receivable in the consolidated balance sheet. ​ Schwazze’s obligations under the Notes are secured by (i) a junior security interest in the assets of PBS Holdco LLC, a wholly-owned subsidiary of Schwazze, Schwazze’s Colorado manufacturing operation, 36 acres of land in Huerfano County, Colorado owned by Schwazze and substantially all of the assets owned by SBUD LLC, a wholly-owned subsidiary of Schwazze, and (ii) a first priority security interest in all assets owned by Schwazze and all of its direct or indirect subsidiaries on or after December 7, 2021. Schwazze is currently in default on its payment obligations under the Notes. Chicago Atlantic Admin, LLC serves as collateral agent under the Indenture governing the terms of the Notes. John Mazarakis, the Company’s Chief Executive Officer, is a partner of Chicago Atlantic Group, LP, an affiliate of Chicago Atlantic Admin, LLC. ​ On October 29, 2025, the Company completed the disposition of certain assets previously classified as held for sale. As consideration, the Company received $ 250,000 in cash and notes receivable with an aggregate principal amount of $ 1,250,000 bearing an interest rate of 15 % per annum. Principal of $ 500,000 , together with interest accrued for the first six months, is payable on April 29, 2025. The remaining principal balance of $ 750,000 , together with accrued interest, is payable on October 29, 2026. ​ ​ 7. Inventory Inventory is comprised of the following items: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Work-in-progress ​ $ 30,964,156 ​ $ 13,859,238 Finished goods ​ 19,601,712 ​ 5,933,200 Other ​ 9,404,060 ​ 1,873,926 Total ​ $ 59,969,928 ​ $ 21,666,364 ​ 104 Table of Contents In connection with the closing of the Mergers, the Company recorded the acquired inventories at their estimated fair values in accordance with ASC 805, Business Combinations . Fair value represents the estimated selling price of the acquired inventory, less the expected costs to sell the inventory. ​ The estimated fair value of the inventory exceeded cost, resulting in a fair value step-up adjustment to acquired inventories totaling $ 17,804,132 . During the year ended December 31, 2025, $ 17,805,282 of amortization associated with this fair value step-up was recorded. This amortization was recorded to cost of sales in the consolidated statement of loss and comprehensive loss for the year ended December 31, 2025. ​ Inventory is written down for any obsolescence, spoilage and excess inventory or when the net realizable value of inventory is less than the carrying value. Inventory valuation adjustments included in cost of sales on the statements of net loss and comprehensive loss is comprised of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Work-in-progress ​ $ 762,773 ​ $ 368,444 Finished goods ​ 1,096,532 ​ ( 74,444 ) Total ​ $ 1,859,305 ​ $ 294,000 ​ ​ ​ 8. Property and Equipment, Net Property and equipment, net consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Land ​ $ 1,807,753 ​ $ 863,105 Buildings and leasehold improvements ​ 91,718,965 ​ 16,355,616 Furniture and equipment ​ 27,945,182 ​ 7,451,920 Software ​ 69,415 ​ 39,388 Vehicles ​ 2,920,860 ​ 491,022 Construction-in-progress ​ 33,501,069 ​ 9,858,120 Right of use asset under finance lease ​ 87,810,360 ​ 7,572,566 ​ ​ 245,773,604 ​ 42,631,737 Less: accumulated depreciation ​ ( 28,268,066 ) ​ ( 10,319,975 ) Total ​ $ 217,505,538 ​ $ 32,311,762 ​ For the years ended December 31, 2025 and 2024, total depreciation on property and equipment was $ 16,109,595 and $ 2,536,781 , respectively. For the years ended December 31, 2025 and 2024, accumulated amortization of the right of use asset amounted to $ 11,031,180 and $ 2,511,820 , respectively. During the years ended December 31, 2025 and 2024, total interest expense capitalized to property plant and equipment was $ 2,072,527 and $ 1,387,750 , respectively. The Company capitalized into inventory $ 4,771,998 and $ 2,244,087 relating to depreciation associated with manufacturing equipment and production facilities as of December 31, 2025 and 2024, respectively. The capitalized depreciation costs associated are added to inventory and expensed through Cost of Sales Product Cost on the consolidated statements of net loss and comprehensive loss. ​ As of December 31, 2025, the Company evaluated whether property and equipment showed any indicators of impairment, and it was determined that the recoverable amount of certain net assets was below book value. As a result, the Company recorded an impairment charge of $ 2,600,000 (2024 - $ 0 ) on property and equipment, net for the year ended December 31, 2025. ​ ​ 105 Table of Contents 9. Leases Components of lease expenses are listed below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ ​ ​ 2025 ​ 2024 Finance lease cost ​ ​ ​ ​ ​ ​ Depreciation of ROU assets ​ $ 8,209,329 ​ $ 512,834 Interest on lease liabilities ​ 14,348,831 ​ 14,222,167 Operating lease costs ​ 6,510,069 ​ 2,163,275 Total lease costs ​ $ 29,068,229 ​ $ 16,898,276 ​ Future minimum lease payments (principal and interest) on the leases are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating Leases ​ ​ ​ Finance Leases ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2025 ​ ​ ​ December 31, 2025 ​ ​ ​ Total 2026 ​ $ 9,420,944 ​ $ 14,183,661 ​ $ 23,604,605 2027 ​ 8,942,081 ​ 14,606,527 ​ 23,548,608 2028 ​ 8,686,337 ​ 15,042,128 ​ 23,728,465 2029 ​ 8,124,665 ​ 15,490,852 ​ 23,615,517 2030 ​ 8,139,188 ​ 15,953,100 ​ 24,092,288 Thereafter ​ 54,528,635 ​ 187,128,965 ​ 241,657,600 Total minimum lease payments ​ $ 97,841,850 ​ $ 262,405,233 ​ $ 360,247,083 Less discount to net present value ​ ​ ( 43,794,310 ) ​ ( 166,587,944 ) ​ ( 210,382,254 ) Present value of lease liability ​ $ 54,047,540 ​ $ 95,817,289 ​ $ 149,864,829 ​ The Company has entered into various lease agreements for the use of buildings used in production and retail and wholesale sales of cannabis products. Supplemental cash flow information related to leases ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Cash paid for amounts included in the measurement of lease liabilities: ​ ​ ​ ​ ​ Lease principal payments - finance ​ $ — ​ $ 196,442 Lease principal payments - operating ​ ​ 3,114,791 ​ ​ 781,567 Non-cash additions to ROU assets ​ 2,226,321 ​ 6,563,610 Amortization of operating leases ​ 2,440,134 ​ 722,618 ​ Other information about lease amounts recognized in the financial statements ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31 ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ Weighted-average remaining lease term (years) – operating leases ​ 11.34 7.18 ​ ​ Weighted-average remaining lease term (years) – finance leases ​ 15.09 16.09 ​ ​ Weighted-average discount rate – operating leases ​ 10.68 % 12.09 % ​ Weighted-average discount rate – finance leases ​ 16.17 % 16.19 % ​ ​ ​ ​ 106 Table of Contents 10. Goodwill The following table shows the change in carrying amount of goodwill: ​ ​ ​ ​ ​ Goodwill - December 31, 2024 ​ ​ ​ $ — Acquisitions (Note 3) ​ 87,534,561 Goodwill - December 31, 2025 ​ $ 87,534,561 ​ During the year ended December 31, 2025, the Company recorded goodwill in connection with acquisitions completed during the period. Goodwill represents the excess of the purchase price over the estimated fair value of the identifiable net assets acquired and primarily reflects expected synergies, assembled workforce, and other intangible benefits that do not qualify for separate recognition. ​ The Company evaluates goodwill for impairment at least annually, or more frequently if events or changes in circumstances indicate that goodwill may be impaired. For the year ended December 31, 2025, the Company performed a qualitative assessment and concluded that it was more likely than not that the fair value of its reporting units exceeded their respective carrying amounts. Accordingly, the Company determined that it was not necessary to perform a quantitative goodwill impairment test, and no impairment was recognized during the period. ​ ​ 11. Intangibles Intangible assets are comprised of the following items: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Licenses & Trademarks ​ ​ ​ Developed Technology ​ ​ ​ Total Balance, December 31, 2023 ​ $ 8,718,577 ​ $ — $ 8,718,577 Amortization ​ ​ ( 819,250 ) ​ — ​ ​ ( 819,250 ) Balance, December 31, 2024 ​ $ 7,899,327 ​ $ — $ 7,899,327 Acquisitions (Note 3) ​ ​ 108,525,002 ​ ​ 4,642,000 ​ ​ 113,167,002 Assets moved out of held for sale ​ ​ 309,500 ​ ​ ​ ​ ​ 309,500 Capitalization of internally generated software costs ​ ​ — ​ ​ 1,942,616 ​ ​ 1,942,616 Amortization ​ ( 5,167,060 ) ​ ( 679,707 ) ( 5,846,767 ) Balance, December 31, 2025 ​ $ 111,566,769 ​ $ 5,904,909 $ 117,471,678 ​ The Company estimates that amortization expense will be $ 8,983,055 per year , for the next five years. ​ 12. Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities are comprised of the following items: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Accounts payable – trade ​ $ 18,870,993 ​ $ 2,298,060 Accrued Expenses ​ 26,578,863 ​ 6,839,822 Taxes payable ​ — ​ 264,518 Contract liability ​ 4,727,522 ​ 1,053,636 Other ​ ​ 77,128 ​ ​ — Total accounts payable and accrued liabilities ​ $ 50,254,506 ​ $ 10,456,036 ​ ​ 107 Table of Contents 13. Long-Term Debt During 2017, the Company entered into a promissory note payable with an original principal amount of $ 1,010,000 . In 2019, the note was amended to increase the principal amount to $ 1,110,000 . The note was repaid in full during the year ended December 31, 2024. ​ On November 19, 2021, the Company entered into a $ 2,000,000 promissory note in connection with the acquisition of Charm City Medicus, LLC. The note originally bore interest at 8 % per annum and required quarterly interest payments. The note was amended in November 2023 to increase the interest rate to 15 % and reduce the outstanding principal through a $ 1,000,000 repayment. In November 2024, the note was further amended to increase the interest rate to 18 %, extend the maturity date, and provide for a $ 100,000 principal repayment. The remaining principal balance of $ 900,000 was due February 28, 2025 and was repaid in full on that date. ​ On March 25, 2021, the Company entered into a senior secured delayed draw term loan credit agreement with an aggregate principal amount of up to $ 46,000,000 (the “Credit Facility”) and initially drew $ 26,000,000 . Borrowings under the Credit Facility bear interest at the U.S. prime rate plus 10.375 %, payable monthly in cash, and 2.75 % per annum paid-in-kind interest. In connection with the Credit Facility, the Company pays a monthly credit monitoring fee of $ 130,400 , which is included in interest expense. ​ The Credit Facility has been amended from time to time, including amendments in 2021 and 2022 providing for additional delayed draw term loans and amendments in 2023 and 2024 modifying certain terms and extending the maturity date. On July 31, 2024, the Company executed an amendment to the Credit Facility extending the maturity date to January 29, 2027 and modifying certain financial covenants. In connection with this amendment, the Company issued 12,500,000 Subordinate Voting Shares to the lenders, valued at $ 5,387,500 , which were recorded as deferred financing costs. ​ On May 20, 2024, the Company entered into a $ 1,200,000 term loan with its senior secured lender to assist with the purchase of a site for a new dispensary location. The loan bears interest at 12.0 % and matures on May 28, 2027. Financing costs of $ 68,600 were incurred in connection with the loan. ​ On December 27, 2024, Vireo Health of Minnesota, LLC (“Vireo Minnesota”), a wholly-owned subsidiary of the Company, entered into a secured credit agreement with Chicago Atlantic Admin, LLC providing for borrowings of up to $ 11,500,000 to finance the construction of a new indoor cultivation facility. Borrowings under the agreement bear interest at 10.5 % and mature on June 26, 2026. The Company drew $ 5,500,000 under the facility and incurred financing costs of $ 1,549,773 . ​ On December 31, 2024, Vireo Minnesota entered into a $ 15,000,000 commercial loan agreement with Stearns Bank National Association to finance the buildout of a cultivation facility in Elk River, Minnesota. The loan has a 24-month term and carries a fixed interest rate of 9.25 %. Interest-only payments are required during the first 12 months , followed by principal and interest payments based on a 240-month amortization schedule. The loan is collateralized by a leasehold construction mortgage associated with the facility. No borrowings had were made under the loan; however, financing costs of $ 412,897 were incurred. ​ Long-Term Debt Arising from the Mergers ​ In connection with the closing of the Proper Mergers, the Company became obligated under $ 25,502,655 of notes payable due to Chicago Atlantic Admin, LLC. The unpaid principal amounts outstanding bore interest at a rate of (a) 11.00 %, and (b) 3.00 % per annum PIK interest, both payable monthly in cash. In addition, 1 % amortization of the original principal value of the note, or $ 27,100,000 , was payable monthly , and the note was set to mature on November 28, 2025. See Note 3 for additional information. ​ In connection with the closing of the Deep Roots Merger, the Company became obligated under $ 19,166,670 of notes payable due to Chicago Atlantic Admin, LLC. The unpaid principal amounts outstanding bore interest at a rate of (a) the U.S. prime rate, with a floor of 8.00 %, plus (b) 6.50 %, payable monthly in cash. In addition, 0.83 % amortization of the 108 Table of Contents original principal value of the note, or $ 20,000,000 , was payable monthly , and the note was set to mature on August 15, 2027. See Note 3 for additional information. ​ In connection with the closing of the Wholesome Merger, the Company became obligated on a $ 8,592,555 term loan bearing an interest rate of 11.25 %, payable monthly in cash. The term loan was repaid in full on May 13, 2025. Additionally, the Company became obligated on $ 1,000,000 of promissory notes bearing an interest rate of 13.00 %, payable monthly cash. See Note 3 for additional information. ​ First Lien Term Loan and Chicago Atlantic Term Loan ​ On July 3, 2025, the Company also entered into a Loan and Security Agreement (the “First Lien Term Loan”), effective July 7, 2025, with East West Bank, a California banking corporation (“East West Bank”), as Administrative Agent (the “Administrative Agent”), and Western Alliance Bank, an Arizona corporation, as co-administrative agent (the “Co-Admin Agent”). ​ The First Lien Term Loan provides for an aggregate principal amount of $ 120,000,000 . The aggregate principal amount of the First Lien Term Loan amortizes in quarterly installments of $ 3,000,000 . The Company will make such quarterly amortization payments commencing on December 31, 2025 and on the last business day of each quarter thereafter through and including July 3, 2028. Upon maturity of the First Lien Term Loan on July 31, 2028, the remaining outstanding principal amount of the First Lien Term Loan, and all accrued and unpaid interest thereon, will be due and payable in full. The First Lien Term Loan bears interest at the one-month Term Secured Overnight Financing Rate (subject to a 3 % floor) plus 4 % per annum. The First Lien Term Loan shall, at the Administrative Agent’s option, convert to a Prime Rate Loan at the end of the First Lien Term Loan’s current one-month interest period if an event of default shall occur and be continuing, at which time an additional 2 % of default interest will also be applicable to the First Lien Term Loan. ​ On July 3, 2025, the Company entered into a secured term loan (the “Chicago Atlantic Term Loan”), effective July 7, 2025, with Chicago Atlantic Opportunity Finance, LLC, as a Lender, Chicago Atlantic Admin, LLC, as Administrative Agent and Collateral Agent (“2L Agent”) and Chicago Atlantic Credit Advisers, LLC, as Lead Arranger (“Lead Arranger”). The Chicago Atlantic Term Loan provides for a principal amount of $ 33,000,000 to be loaned to the Company along with a $ 50,000,000 accordion feature, available to support future strategic initiatives, subject to the sole discretion of the Lender and 2L Agent. Amortization payments are due and payable monthly on each payment date in an amount equal to 1 % of the loan amount starting November 30, 2025. All unpaid and accrued interest is due and payable on the maturity date of October 2, 2028, with an option to extend for an additional year subject to a 1.00 % extension fee of all loans advanced by lenders under the Chicago Atlantic Term Loan. The Chicago Atlantic Term Loan bears interest at the Prime Rate (subject to a 7.50 % floor) plus 5.50 % per annum. ​ The First Lien Term Loan is secured by a perfected first priority security interest in all assets and future assets of the Company. The Chicago Atlantic Term Loan is secured by a second priority security interest in and lien on all existing assets and future assets of the Company. ​ The proceeds from the First Lien Term Loan and Chicago Atlantic Term Loan were used to retire all of the Company’s existing debt obligations, including the debt arising the Mergers. In connection with the retirement of the existing debt, the Company recorded a loss on extinguishment of $ 8,563,645 , of which $ 4,911,988 relates to the extinguishment of unamortized financing costs associated with the retired debt obligations, and $ 3,651,657 relates to make-whole fees paid. The loss on extinguishment is included in other expense on the statement of loss and comprehensive loss for the year ended December 31, 2025. ​ Unless otherwise specified, all deferred financing costs are treated as a contra-liability, to be netted against the outstanding loan balance and amortized over the remaining life of the loan. As of December 31, 2025, $ 5,831,822 (2024 - $ 6,576,985 ) of deferred financing costs remain unamortized. ​ 109 Table of Contents The following table shows a summary of the Company’s long-term debt: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Beginning of period ​ $ 62,338,046 ​ $ 60,220,535 Acquired long-term debt (Note 3) ​ ​ 54,261,880 ​ ​ — Principal repayments ​ ​ ( 13,332,221 ) ​ ​ ( 1,234,000 ) PIK interest ​ ​ 964,842 ​ ​ 1,634,494 Debt extinguishment ​ ​ ( 109,071,396 ) ​ ​ — Proceeds ​ 153,000,000 ​ 6,700,000 Deferred financing costs ​ ​ ( 6,960,486 ) ​ ​ ( 7,418,770 ) Amortization of deferred financing costs ​ ​ 2,734,190 ​ ​ 2,435,787 End of period ​ 143,934,855 ​ 62,338,046 Less: current portion ​ 16,290,000 ​ 900,000 Total long-term debt ​ $ 127,644,855 ​ $ 61,438,046 ​ ​ ​ ​ ​ As of December 31, 2025, stated maturities of long-term debt were as follows: ​ ​ ​ ​ ​ 2026 ​ ​ 16,290,000 2027 ​ ​ 15,960,000 2028 ​ ​ 117,420,000 Total ​ $ 149,670,000 ​ ​ ​ 14. Convertible Debt ​ On July 31, 2024, holders voluntarily converted convertible notes issued in 2023 into 73,016,061 Subordinate Voting Shares of the Company. ​ On November 1, 2024, the Company entered into the Joinder and Tenth Amendment to the Credit Agreement (the “ Tenth Amendment ”). The Tenth Amendment provides a convertible note facility (the “ Convertible Notes ”) with a maximum principal amount of $ 10,000,000 . The Convertible Notes matured on November 1, 2027, had a cash interest rate of 12.0 % per year, and were convertible into the Company’s SVSs at an amount determined by dividing the outstanding principal amount, plus all accrued but unpaid interest on the Convertible Notes on the date of such conversion, by a conversion price of $ 0.625 . The Company incurred $ 145,717 in financing costs in connection with the signing of the Tenth Amendment. ​ On July 7, 2025, the Company retired the Convertible Notes, and issued a $ 10,000,000 convertible note (the “ New Convertible Notes ”) to Chicago Atlantic Opportunity Finance, LLC, also with a second priority interest, that matures on October 2, 2028 with an option to extend for an additional year subject to a 1 % extension fee of all Chicago Atlantic loans advanced, has a cash interest rate of Prime Rate (subject to a 7.5 % floor) plus 5.0 % per year, and is convertible into that number of the Company’s subordinate voting shares determined by dividing (i) the sum of (A) the result of $ 10,000,000 minus 50.00 % of the aggregate amount of all the New Convertible Notes repaid plus (B all accrued but unpaid interest on the New Convertible Notes on the date of such conversion by (ii) a conversion price equal to $ 0.625 . ​ All deferred financing costs are treated as a contra-liability, to be netted against the outstanding loan balance and amortized over the remaining life of the loan. As of December 31, 2025, $ 0 (2024 - $ 137,622 ) of deferred financing costs remain unamortized. ​ 110 Table of Contents The following table shows a summary of the Company’s convertible debt: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Beginning of period ​ $ 9,862,378 ​ $ 9,140,257 Principal repayments ​ ​ ( 10,100,000 ) ​ ​ ​ Proceeds ​ 10,000,000 ​ 10,000,000 Deferred financing costs ​ ​ — ​ ​ ( 145,717 ) PIK interest ​ ​ — ​ ​ 363,376 Amortization of deferred financing costs ​ ​ 137,622 ​ ​ 279,019 Conversion ​ ​ — ​ ​ ( 9,774,557 ) End of period ​ $ 9,900,000 ​ $ 9,862,378 Less: current portion ​ 1,300,000 ​ — Total convertible debt ​ $ 8,600,000 ​ $ 9,862,378 ​ ​ ​ ​ ​ ​ ​ ​ 15. Stockholders’ Equity Shares The Company’s certificate of incorporation authorized the Company to issue the following classes of shares with the following par value and voting rights as of December 31, 2025. The liquidation and dividend rights are identical among Shares equally in our earnings and losses on an as converted basis. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Par Value ​ ​ ​ Authorized ​ ​ ​ Voting Rights Subordinate Voting Share (“SVS”) — Unlimited 1 vote for each share Multiple Voting Share (“MVS”) — Unlimited 100 votes for each share ​ Subordinate Voting Shares Holders of Subordinate Voting Shares are entitled to one vote in respect of each Subordinate Voting Share held. Multiple Voting Shares Holders of Multiple Voting Shares will be entitled to one hundred votes for each Multiple Voting Share held. Multiple Voting Shares each have the restricted right to convert to one hundred Subordinate Voting Shares subject to adjustments for certain customary corporate changes. Shares Issued During the year ended December 31, 2025, 134,229,986 Subordinate Voting Shares were issued in connection with the Wholesome Merger. See Note 3 for additional information. ​ During the year ended December 31, 2025, 196,212,265 Subordinate Voting Shares were issued in connection with the Proper Mergers. See Note 3 for additional information. ​ During the year ended December 31, 2025, 251,210,053 Subordinate Voting Shares were issued in connection with the Deep Roots Merger. See Note 3 for additional information. ​ During the year ended December 31, 2025, 117,905,205 Subordinate Voting Shares were issued in connection with the Note Purchase Agreements. See Note 6 for additional information. ​ ​ 111 Table of Contents During the year ended December 31, 2025, 52,179 Multiple Voting Shares were converted into 5,217,900 Subordinate Voting Shares for no additional consideration. ​ During the year ended December 31, 2025, employee stock options were exercised for 723,165 Subordinate Voting Shares. Proceeds from this transaction were $ 121,721 . ​ During the year ended December 31, 2025, warrants were exercised for 265,626 Subordinate Voting Shares. Proceeds from these transactions were $ 38,516 . ​ During the year ended December 31, 2025 , 22,805,897 shares were issued in connection with the settlement of RSUs. 8,951,207 shares were witheld to pay payroll taxes associated with the issuance, resulting in the final issuance of 13,854,690 shares. ​ During the year ended December 31, 2024, 45,822 Multiple Voting Shares were converted into 4,582,200 Subordinate Voting Shares for no additional consideration. ​ During the year ended December 31, 2024, 129,536,875 Subordinate Voting Shares were issued in connection with the execution of definitive subscription agreements with certain investors. Net of financing costs the Company received proceeds of $ 80,128,687 . ​ During the year ended December 31, 2024, 12,500,000 Subordinate Voting Shares with a fair value of $ 5,387,500 were issued to the Company’s senior secured lender in connection with the ninth amendment to the Company’s credit agreement (Note 14). ​ During the year ended December 31, 2024, 6,400,000 shares were issued to executives as compensation. The fair value of these awards, $ 1,600,000 , calculated using the closing price from December 17, 2024 of $ 0.25 , is included in stock-based compensation expense in the statement of net loss and comprehensive loss for the year ended December 31, 2024. Of these 6,400,000 shares, 360,000 shares were net settled to pay payroll taxes associated with the issuance, resulting in the final issuance of 6,040,000 shares. ​ During the year ended December 31, 2024, 1,300,078 Subordinate Voting Shares were issued to the Company’s then senior secured lender, Chicago Atlantic Opportunity Portfolio, LP, for $ 700,000 of proceeds. ​ During the year ended December 31, 2024, the holders of the Company’s Convertible Notes voluntarily converted all outstanding Convertible Notes into 73,016,061 Subordinate Voting Shares of the Company. ​ During the year ended December 31, 2024, employee stock options were exercised for 50,000 Subordinate Voting Shares. Proceeds from this transaction were $ 16,500 . ​ During the year ended December 31, 2024, stock warrants were exercised for 480,437 Subordinate Voting Shares. Proceeds from these transactions were $ 69,663 . ​ ​ 16. Stock-Based Compensation Stock Options In January 2019, the Company adopted the 2019 Equity Incentive Plan under which the Company may grant incentive stock option, restricted shares, restricted share units (“RSUs”), or other awards. Under the terms of the plan, a total of ten percent of the number of shares outstanding are permitted to be issued assuming conversion of all multiple voting shares to subordinate voting shares. The exercise price for incentive stock options issued under the plan will be set by the committee but will not be less than 100 % of the fair market value of the Company’s shares on the date of grant. Incentive 112 Table of Contents stock options have a maximum term of 10 years from the date of grant. The incentive stock options vest at the discretion of the Board. Options granted under the equity incentive plan were valued using the Black-Scholes option pricing model with the following weighted average assumptions: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Risk-Free Interest Rate ​ 3.93 % % 3.89 % Weighted Average Exercise Price $ 0.62 $ 0.48 ​ Weighted Average Stock Price $ 0.57 $ 0.48 ​ Expected Life of Options (years) ​ 7.00 ​ 7.00 ​ Expected Annualized Volatility ​ 100.00 % 100.00 % Grant Fair Value $ 0.47 $ 0.39 ​ Expected Forfeiture Rate ​ N/A N/A ​ Expected Dividend Yield ​ N/A N/A ​ ​ Stock option activity for the Company for the years ended December 31, 2025 and 2024 is presented below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average ​ ​ ​ Weighted Avg. ​ ​ Number of Options ​ Exercise Price ​ Remaining Life Balance, December 31, 2023 29,969,324 ​ $ 0.50 6.18 Forfeitures ( 2,760,530 ) ​ 1.29 — Exercised ( 50,000 ) ​ 0.33 — Granted 4,073,839 ​ 0.48 — Options Outstanding at December 31, 2024 31,232,633 ​ $ 0.43 5.45 Forfeitures ( 2,955,723 ) ​ 0.26 — Exercised ( 723,165 ) ​ 0.17 — Granted 7,159,156 ​ 0.62 — Options Outstanding at December 31, 2025 34,712,901 ​ $ 0.48 5.76 ​ ​ ​ ​ ​ ​ ​ ​ Options Exercisable at December 31, 2025 26,102,643 ​ $ 0.45 4.48 ​ During the years ended December 31, 2025 and 2024, the Company recognized $ 606,445 and $ 996,844 in stock-based compensation relating to stock options, respectively. As of December 31, 2025, the total unrecognized compensation costs related to unvested stock options awards granted was $ 3,850,494 . In addition, the weighted average period over which the unrecognized compensation expense is expected to be recognized is approximately 1.2 years. The total intrinsic value of stock options outstanding and exercisable as of December 31, 2025, was $ 7,281,619 and $ 6,958,735 , respectively. The Company does not estimate forfeiture rates when calculating compensation expense. The Company records forfeitures as they occur. Warrants Subordinate Voting Share (SVS) warrants entitle the holder to purchase one subordinate voting share of the Company. Multiple Voting Share (MVS) warrants entitle the holder to purchase one multiple voting share of the Company. 113 Table of Contents A summary of the warrants outstanding is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of ​ ​ ​ Weighted Average ​ ​ ​ Weighted Average SVS Warrants ​ Warrants ​ Exercise Price ​ Remaining Life Warrants outstanding at December 31, 2023 16,400,000 ​ $ 0.21 4.57 Exercised ​ ( 480,437 ) ​ ​ 0.15 ​ — Warrants outstanding at December 31, 2024 ​ 15,919,563 ​ $ 0.22 3.56 Expired ​ ( 150,000 ) ​ ​ 1.49 ​ — Exercised ​ ( 265,626 ) ​ ​ 0.15 ​ — Warrants outstanding at December 31, 2025 15,503,937 ​ $ 0.22 2.56 ​ ​ ​ ​ ​ ​ ​ ​ Warrants exercisable at December 31, 2025 15,503,937 ​ $ 0.22 2.56 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of ​ ​ ​ Weighted Average ​ ​ ​ Weighted Average SVS Warrants Denominated in C$ ​ Warrants ​ Exercise Price ​ Remaining Life Warrants outstanding at December 31, 2024 and 2025 ​ 3,037,649 ​ $ 3.50 ​ 0.23 ​ ​ ​ ​ ​ ​ ​ ​ Warrants exercisable at December 31, 2024 and 2025 3,037,649 ​ $ 3.50 0.23 ​ RSUs ​ The expense associated with RSUs is generally based on the closing price of the Company’s Subordinate Voting Shares on the business day immediately preceding the grant date, adjusted for the absence of future dividends, and is amortized on a straight-line basis over the period during which the awards are expected to vest. ​ The Company granted 21,825,000 RSUs to senior management that vest upon the achievement of specified stock price thresholds of $ 0.85 and $ 1.05 per share, for which the value was estimated at the grant date using a Monte Carlo simulation model using a volatility of approximately 100 %. The expense is recognized over the derived service period of approximately three years . ​ The Company has also granted 28,500,000 RSUs to senior management that vest upon the achievement of specified Adjusted EBITDA performance thresholds of $ 150 million, $ 165 million, and $ 205 million. Compensation expense for these awards is recognized when achievement of the performance conditions is considered probable and is recognized over the implied service period of approximately 2 - 3 years . ​ During the years ended December 31, 2025 and 2024, the Company recognized $ 18,057,262 and $ 1,030,930 , respectively, in stock-based compensation expense related to RSUs. ​ A summary of RSUs is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Avg. ​ ​ Number of Shares ​ Fair Value Balance, December 31, 2023 ​ 2,543,011 ​ $ 0.88 Granted ​ 9,228,462 ​ ​ 0.31 Forfeitures ​ ( 443,943 ) ​ ​ 1.34 Balance, December 31, 2024 ​ 11,327,530 ​ ​ 0.40 Granted ​ 71,109,925 ​ ​ 0.42 Settled ​ ( 22,805,897 ) ​ ​ 0.49 Forfeitures ​ ( 66,341 ) ​ ​ 1.81 Balance, December 31, 2025 ​ 59,565,217 ​ $ 0.38 ​ ​ ​ ​ ​ ​ Vested at December 31, 2025 ​ 2,456,088 ​ $ 0.47 ​ ​ 114 Table of Contents ​ 17. Commitments and Contingencies Legal proceedings Verano On January 31, 2022, the Company entered into the Arrangement Agreement with Verano, pursuant to which Verano was to acquire all of the issued and outstanding shares of Vireo Growth pursuant to a Plan of Arrangement. Subject to the terms and conditions set forth in the Arrangement Agreement and the Plan of Arrangement, holders of Vireo Growth Shares would receive 0.22652 of a Verano Subordinate Voting Share, subject to adjustment as described below, for each Subordinate Voting Share held, and 22.652 Verano Subordinate Voting Shares for each Multiple Voting Share and Super Voting Share held, immediately prior to the effective time of the Arrangement. On October 13, 2022, Vireo Growth received a notice of purported termination of the Arrangement Agreement (the “ Notice ”) from Verano. The Notice asserted certain breaches of the Arrangement Agreement, including claims the Company’s public filings and communications with respect to its business and ongoing operations were misleading and that the Company breached its representations to Verano under the Arrangement Agreement. Verano also claimed, as a result of such breaches, it is entitled to payment of a $ 14,875,000 termination fee and its transaction expenses. Vireo Growth denies all of Verano’s allegations and affirmatively asserts that it has complied with its obligations under the Arrangement Agreement, and with its disclosure obligations under US and Canadian law, in all material respects at all times. The Company believes that Verano has no factual or legal basis to justify or support its purported termination of the Arrangement Agreement, which the Company determined to treat as a repudiation of the Arrangement Agreement. On October 21, 2022, Vireo Growth commenced an action in the Supreme Court of British Columbia against Verano after Verano wrongfully repudiated the Arrangement Agreement. The Company is seeking damages, costs and interest, based on Verano's breach of contract and of its duty of good faith and honest performance. On November 14, 2022, Verano filed counterclaims against the Company for the termination fee and transaction expenses described above. On July 31, 2023, the Company filed a requisition for adjournment of its application filed July 14, 2023, and set for hearing on July 31, 2023 to compel Verano’s compliance with document production based upon the Company’s belief that Verano was engaging in tactics to delay the litigation. Throughout 2023, the Company served 4 lists of documents, reviewed document production from Verano, and prepared for examinations for discovery. ​ On May 2, 2024, the Company filed an application with the Supreme Court of British Columbia for summary determination. The Company is seeking substantial damages, specifically US $ 860.9 million, as well as other costs and legal fees, based on Verano’s breach of contract and of its duty of good faith and honest performance. ​ On June 19, 2024, Verano filed a Notice of Application (the “ Preliminary Suitability Application ”) seeking orders dismissing the Summary Trial Application on the basis that certain issues in the action are not suitable for summary determination. The Preliminary Suitability Application is currently set for hearing on June 15 and 16, 2025. ​ On October 29, 2025, the Company reached a comprehensive settlement (the “Settlement Agreement”) dismissing all outstanding litigation matters between the Company and Verano that are pending before the Supreme Court of British Columbia, Canada. The terms of the Settlement Agreement were approved by the respective Boards of Directors of both Companies. The value of the settlement to Vireo is $ 9,172,587 consisting of the acquisition of $ 8,172,587 of real property and $ 1,000,000 in cash. ​ 115 Table of Contents Lease commitments The Company leases various facilities, under non-cancelable finance and operating leases, which expire at various dates through September 2041. ​ 18. Other Income (Expense) ​ The Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) provides an employee retention credit (“CARES Employee Retention credit”), which is a refundable tax credit against certain employment taxes of up to $5,000 per employee for eligible employers. The tax credit is equal to 50% of qualified wages paid to employees during a quarter, capped at $10,000 of qualified wages per employee through December 31, 2020. Additional relief provisions were passed by the United States government, which extend and slightly expand the qualified wage caps on these credits through December 31, 2021. Based on these additional provisions, the tax credit is now equal to 70% of qualified wages paid to employees during a quarter, and the limit on qualified wages per employee has been increased to $10,000 of qualified wages per quarter. The Company qualifies for the tax credit under the CARES Act. During the year ended December 31, 2025, the Company recorded $ 1,781,729 (2024 - $ 815,422 ) related to the CARES Employee Retention credit in other income on the consolidated statement of net loss and comprehensive loss for the year ended December 31, 2025. ​ On May 25, 2023, the Company and Grown Rogue entered into a strategic agreement whereby Grown Rogue will support the Company in the optimization of its cannabis flower products. As part of this strategic agreement Grown Rogue granted the Company 8,500,000 warrants to purchase subordinate voting shares of Grown Rogue on October 5, 2023. Subsequently, on October 9, 2024, the Company and Grown Rogue mutually agreed to terminate the advisory agreement. As part of the termination agreement, the Company forfeited 4,500,000 of the previously granted 8,500,000 warrants. On December 31, 2025, these 4,000,000 warrants were revalued at a fair value of $ 1,684,691 (2024 - $ 2,270,964 ). The fair value was derived from a black-scholes valuation using a stock price of $ 0.52 , an exercise price of $ 0.164 , an expected life of 2.76 years, an annual risk free rate of 3.73 %, and volatility of 100 %. The change in valuation from December 31, 2025, to December 31, 2024, of $ 586,273 was recorded as other expense in the statement of net loss and comprehensive loss for the year ended December 31, 2024. ​ In connection with the Settlement Agreement (Note 17), the Company received cash proceeds of $ 1,000,000 and real property valued at $ 8,172,587 , which were recognized as other income during the year ended December 31, 2025. ​ ​ 19. General and Administrative Expenses General and administrative expenses are comprised of the following items: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Salaries and benefits ​ $ 46,979,427 ​ $ 14,370,584 Professional fees ​ 4,964,366 ​ 4,872,397 Insurance expenses ​ 4,214,481 ​ 1,816,616 Occupancy costs ​ ​ 4,677,886 ​ ​ 2,448,012 Other expenses ​ 20,350,472 ​ 4,555,441 Total ​ $ 81,186,632 ​ $ 28,063,050 ​ ​ 20. Segment Reporting The Company utilized the guidance in ASC 280 to determine how many reportable segments the Company has. We considered various attributes of the overall Company including but not limited to the nature of products and services, the nature of production processes, the types of customers, the regulatory environment, business geography, and the level at which the CODM evaluates the performance and allocates resources. Given the similarities in the types of products sold, cannabis products in various form factors, the types of customers, retail and wholesale customers, the geography and 116 Table of Contents regulatory environment in which sales are made, the United States, and that the CODM, the Chief Executive Officer, assesses performance and allocates resources at the consolidated level, the Company has determined that it only has one reportable segment, cannabis. The CODM assesses performance for the cannabis segment and decides how to allocate resources based on operating profit and net income that also is reported on the income statement as consolidated net income. The measure of segment assets is reported on the balance sheet total as consolidated assets. The CODM uses net income to evaluate income generated from segment assets in deciding the appropriate capital allocation strategy. A comparison of budgeted results to actual results is also used by the CODM to assess business performance. The Company’s cannabis segment cultivates, processes and distributes medical and adult-use cannabis products in a variety of formats, as well as related accessories in the United States. Revenue is derived from the sale of these products in the United States, and the assets used to produce these products are also held in the United States. The accounting policy for recording revenue, and all other accounting policies, are the same as those described in the summary of significant accounting policies footnote (Note 2). 21. Income Taxes For financial reporting purposes, loss before income taxes includes the following components: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ 2025 ​ ​ ​ 2024 United States ​ $ ( 39,910,908 ) ​ $ ( 16,894,509 ) Total ​ $ ( 39,910,908 ) ​ $ ( 16,894,509 ) ​ A reconciliation of the federal statutory income tax rate percentage to the effective tax rate after adoption of ASU 2023-09 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ December 31, 2025 ​ ​ ​ ​ Amount ​ Percent US federal statutory rate ​ ( 6,361,721 ) ​ 15.9 % State and local taxes, net of federal income tax effect (1) ​ ​ ( 4,234,000 ) ​ 10.6 % Non-deductible expenses ​ ​ ​ ​ ​ ​ Non-deductible expenses ​ 100,919 ​ ( 0.3 ) % Stock based and other compensation ​ ( 566,743 ) ​ 1.4 % Executive compensation limitation ​ ​ 2,785,690 ​ ( 7.0 ) % Acquisition transaction costs ​ ​ 3,441,702 ​ ( 8.6 ) % Change in valuation allowance ​ ​ 1,718,000 ​ ( 4.3 ) % Uncertain Tax Position - Federal ​ ​ 23,611,000 ​ ( 59.2 ) % Uncertain Tax Position - penalties and interest ​ ​ 7,232,000 ​ ( 18.1 ) % Federal true up ​ ​ 28,260 ​ ( 0.1 ) % Other adjustments ​ ​ 472,893 ​ ( 1.2 ) % Effective tax rate ​ $ 28,228,000 ​ ( 70.7 ) % (1) State taxes in Maryland and Minnesota made up the majority (greater than 50%) of the tax effect in this category for the year ended December ​ 117 Table of Contents A reconciliation of the federal statutory income tax rate percentage to the effective tax rate prior to the adoption of ASU 2023-09 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ December 31, 2024 ​ ​ ​ ​ Amount US federal statutory rate ​ ( 3,547,846 ) State and local taxes, net of federal income tax effect ​ ​ ( 1,510,248 ) Non-deductible expenses ​ ​ ​ Non-deductible expenses ​ 34,369 Stock based and other compensation ​ 761,833 Change in valuation allowance ​ ​ 6,851,000 Uncertain Tax Position - Federal ​ ​ 10,968,000 Uncertain Tax Position - penalties and interest ​ ​ ( 2,450,194 ) Other adjustments ​ ​ 6,086 Effective tax rate ​ $ 11,113,000 ​ ​ The following table summarizes the components of deferred tax: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Deferred tax assets ​ ​ ​ ​ Operating loss carryforwards - United States ​ $ 4,114,000 ​ $ 8,018,000 Credit losses ​ 189,000 ​ 68,000 Inventory reserve ​ 387,000 ​ 268,000 Inventory ​ 1,212,000 ​ ​ 1,217,000 Financing lease liability ​ 31,693,000 ​ 30,081,000 Intangible assets ​ ​ — ​ 1,916,000 Property and equipment ​ ​ 1,962,000 ​ ​ 1,515,000 Capital loss carryforward ​ ​ 1,127,000 ​ ​ 1,060,000 Excess business interest expense ​ ​ 22,033,000 ​ ​ — Accrued Vacation ​ ​ 100,000 ​ ​ — Employee Retention Tax Credit ​ ​ — ​ ​ — Derivative liability ​ ​ 51,000 ​ ​ 14,484,000 Charitable contribution carryforward ​ ​ 34,000 ​ ​ 84,000 Section 263a ​ ​ 587,000 ​ ​ 397,000 Share based compensation ​ 2,779,000 ​ — Total Deferred tax assets ​ 66,268,000 ​ 59,108,000 Less valuation allowance ​ ( 32,385,000 ) ​ ( 31,928,000 ) Net deferred tax assets ​ 33,883,000 ​ 27,180,000 Deferred tax liabilities ​ ​ ​ ​ Finance lease asset ​ 25,806,000 ​ 26,544,000 Investments in partnerships ​ ​ 6,000 ​ ​ — Intangible assets ​ 17,553,000 ​ — Unrealized gain ​ ​ 233,000 ​ ​ — Warrants receivable ​ 502,000 ​ 636,000 Total deferred tax liabilities ​ 44,100,000 ​ 27,180,000 Net deferred tax asset/(tax liabilities) ​ $ ( 10,217,000 ) ​ $ — ​ At December 31, 2025, the Company had United States federal net operating loss carryforwards of approximately $ 19,200,000 on a non-280E basis that can be carried forward indefinitely and are limited in annual use to 80 % of current year taxable income, and state net operating loss carryforwards of approximately $ 27,000,000 that can be carried forward fifteen years . State net operating loss carryforwards begin to expire on December 31, 2034. ​ 118 Table of Contents The Company recognizes the financial statement impact of a tax position only after determining that the relevant tax authority would more-likely-than-not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest impact that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant tax authority. ​ The Company recognizes interest and, if applicable, penalties (not included in the “unrecognized tax benefits” table above) for any uncertain tax positions. Interest and penalties are recorded as a component of income tax expenses. As of both December 31, 2025 and 2024, the Company had a cumulative balance of accrued interest and penalties on unrecognized tax positions of $ 14,056,000 and $ 2,178,000 , respectively on the consolidated balance sheet. ​ The Company’s federal and state income tax returns are subject to examination by income taxing authorities, generally for three years after the returns are filed and six years where a taxpayer has omitted reporting 25% or more of their gross income on their tax return. The Company is not currently under examination in any jurisdiction for any period. The Company believes it is no longer subject to income tax examinations for fiscal periods ended prior to 2020. ​ The Company operates in a number of domestic tax jurisdictions and is subject to examination of its income tax returns by tax authorities in these jurisdictions who may challenge any item of those returns. Because tax matters that may be challenged by tax authorities are typically complex, the ultimate outcome of these challenges is uncertain. The Company accounts for uncertain tax positions by recognizing the financial statement effects of a tax position only when, based upon technical merits, it is more-likely-than-not that the position will be sustained upon examination. The Company evaluates uncertain tax positions on a quarterly basis and adjusts the level of the liability to reflect any subsequent changes in the relevant facts surrounding the uncertain positions. The measurement of the uncertain tax position is based on the largest benefit amount to be realized upon settlement of the matter. If payment ultimately proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when the Company determines the liabilities are no longer necessary. If the Company’s estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to income tax expense may result. As of December 31, 2025 and 2024, the Company recorded an uncertain tax liability for uncertain tax positions primarily related to the treatment of certain transactions and deductions under IRC Section 280E based on legal interpretations that challenge the Company’s tax liability under IRC Section 280E. The Company and its subsidiaries filed the 2024 and 2023 tax return and amended tax returns for periods ending 2020 through 2022, to reflect this position. The Company does not expect any resolution to this uncertain tax position in the next 12 months. An estimate of the range of the possible change cannot be made until these tax matters are further developed or resolved. ​ The following table shows a summary of uncertain tax positions: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Beginning Balances ​ $ 33,324,000 ​ $ 22,356,000 Increase related to tax positions taken during a prior year ​ 53,154,000 ​ 2,735,000 Increases related to tax positions taken during the current year ​ 33,476,000 ​ 8,233,000 Ending Balances ​ $ 119,954,000 ​ $ 33,324,000 ​ ​ 22. Supplemental Cash Flow Information (1) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Cash paid for interest ​ $ 28,592,560 ​ $ 27,171,569 Cash paid for income taxes ​ 1,019,578 ​ — Change in construction accrued expenses ​ 4,900,093 ​ 367,553 Stock issued in connection with financing activities ​ — ​ 5,387,500 Conversion of convertible debt ​ ​ — ​ ​ 9,774,558 ​ (1) For supplemental cash flow information related to leases, refer to Note 10. ​ 119 Table of Contents 23. Financial Instruments Credit risk Credit risk is the risk of loss associated with counterparty’s inability to fulfill its payment obligations. The Company’s credit risk is primarily attributable to cash, accounts receivable, notes receivable, and deposits. A small portion of cash is held on hand, from which management believes the risk of loss is remote. Trade receivables relate primarily to wholesale revenues. The Company does not have significant credit risk with respect to customers. The Company’s maximum credit risk exposure is equivalent to the carrying value of these instruments. The Company has been granted licenses pursuant to the laws of the states of Maryland, Minnesota, New York, Utah, Nevada, and Missouri with respect to cultivating, processing, and/or distributing marijuana. Presently, this industry is illegal under United States federal law. The Company has, and will continue to, adhere strictly to the state statutes in its operations. Liquidity risk The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As of December 31, 2025, the Company’s financial liabilities consist of accounts payable and accrued liabilities, lease liabilities, debt, and convertible debt. The Company manages liquidity risk by reviewing its capital requirements on an ongoing basis. Historically, the Company’s main source of funding has been additional funding from investors and debt issuances. The Company’s access to financing is always uncertain. There can be no assurance of continued access to significant equity or debt financing. Legal Risk Vireo U.S. operates in the United States. The United States federal government regulates drugs through the Controlled Substances Act (21 U.S.C. § 811), which places controlled substances, including cannabis, in a schedule. Cannabis is classified as a Schedule I drug. Under United States federal law, a Schedule I drug or substance has a high potential for abuse, no accepted medical use in the United States, and a lack of accepted safety for the use of the drug under medical supervision. As noted above, the state-legal cannabis trade will likely remain illegal under federal law immediately following any rescheduling of marijuana to Schedule III and is likely to continue to face regulatory oversight from the FDA. The FDA has not approved marijuana as a safe and effective drug for any indication. In the United States marijuana is largely regulated at the state level. State laws regulating cannabis are in direct conflict with the federal Controlled Substances Act, which makes cannabis use and possession federally illegal. Foreign currency risk Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign currency rates. The Company is not exposed to significant currency risk. Interest rate risk Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company currently carries variable interest-bearing debt subject to fluctuations in the United States Prime rate and the Secured Overnight Financing Rate. However, management believes that the impact of reasonably possible changes in interest rates on the Company’s consolidated results of operations and cash flows would not be material. ​ 24. Related Parties Transactions As of December 31, 2025, and 2024, there was $ 1,994,930 and $ 0 , respectively, due to related parties. Details surrounding the lending relationships between the Company and Chicago Atlantic, are described in Notes 13 and 14. 120 Table of Contents During the years ended December 31, 2025 and 2024, the Company paid Chicago Atlantic $ 0 and $ 712,720 , respectively, for services rendered in connection with the Mergers (Note 3), which is included in transaction related expenses in the consolidated statement of net loss and comprehensive loss. During the year ended December 31, 2025, the Company issued restricted stock units (“RSUs”) to certain consultants affiliated with Chicago Atlantic in exchange for services rendered. The resulting share-based compensation expense was not material to the Company’s financial statements. ​ 25. Subsequent Events ​ On October 10, 2025, a wholly owned subsidiary of the Company entered into a restructuring support agreement (“RSA”) with Schwazze and certain related entities in connection with the Company’s acquisition of a majority of the outstanding principal amount of Schwazze’s 13.00 % Senior Secured Convertible Notes due December 7, 2026, which are included in notes receivable in the consolidated balance sheet as of December 31, 2025. ​ The RSA contemplates a restructuring of Schwazze and its subsidiaries, including the sale of certain assets through a public disposition of collateral pursuant to the Uniform Commercial Code. On November 13, 2025, a public auction of collateral was completed, at which the credit bid made on behalf of VHC and the other noteholders was the winning bid. ​ Following the public auction, Schwazze entered into an asset purchase agreement with a newly formed entity that as of the closing of the transactions is expected to be majority owned by the Company, pursuant to which, subject to regulatory approvals and other customary closing conditions, the assets subject to the asset purchase agreement are expected to be transferred in exchange for the assumption of certain specified liabilities and the discharge of the senior secured notes included in the credit bid. The transaction had not closed as of December 31, 2025. Accordingly, no assets related to the contemplated asset transfer have been recognized in the accompanying consolidated financial statements. ​ On December 16, 2025, the Company entered into an asset purchase agreement through a wholly owned subsidiary to acquire certain assets and properties used in cannabis dispensaries operated in the State of Colorado owned by PharmaCann. Under the terms of the agreement, the Company will issue subordinate voting shares with an estimated value of $ 49,000,000 and assume certain liabilities as consideration for the acquired assets. The share consideration is subject to certain adjustments. ​ In connection with the transaction, the Company entered into a management services agreement to provide management services related to the dispensaries through the closing date. The transaction is subject to customary closing conditions and had not closed as of December 31, 2025. Accordingly, no amounts related to the transaction have been recognized in the accompanying consolidated financial statements. On December 22, 2025, the Company entered into an agreement and plan of merger to acquire Eaze Inc. (“Eaze”) in a business combination transaction. Pursuant to the agreement, following the closing of the transaction, the Company will issue subordinate voting shares as consideration for all of the issued and outstanding equity interests of Eaze. The estimated closing consideration is approximately $ 47,000,000 , subject to customary post-closing adjustments. ​ The merger agreement also provides for potential earnout consideration payable in the Company’s subordinate voting shares based on Eaze’s future financial performance, subject to contractual limitations. ​ The transaction is subject to customary closing conditions, including regulatory approvals and approval by Eaze’s stockholders, and had not closed as of December 31, 2025. Accordingly, no amounts related to the transaction have been recognized in the accompanying consolidated financial statements. ​ On January 28, 2026, the Company entered into a nonbinding MOU with Scotts Miracle-Gro related to the potential acquisition of The Hawthorne Gardening Company. The Hawthorne Gardening Company is a non-plant touching entity, and is not subject to 280E. ​ ​ 121 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. ​