What changed in this filing

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Item 5. Other Information

2026-05-12 compared with 2025-11-12 · 13 added, 32 removed, 27 unchanged (63% of the section changed)

1 unchanged sentence

Insider Trading Arrangements

During the three months ended September 30, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) adopted , modified or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933).

During the three months ended March 31, 2026, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) adopted , modified or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K promulgated under the Securities Act).

Description of Exhibit

Agreement and Plan of Merger, dated as of December 18, 2024, by and among Vireo DR Merger Sub Inc., Vireo Growth Inc., Deep Roots Holdings, Inc.

and Shareholder Representative Services LLC (incorporated by reference to Exhibit 2.2 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024)

Agreement and Plan of Merger, dated as of December 18, 2024, by and among Vireo PR Merger Sub Inc., Vireo PR Merger Sub II Inc., Vireo Growth Inc., NGH Investments, Inc., Proper Holdings Management, Inc., Proper Holdings, LLC and Shareholder Representative Services LLC (incorporated by reference to Exhibit 2.3 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024)

Agreement and Plan of Merger, dated as of December 18, 2024, by and among Vireo WH Merger Sub Inc., Vireo Growth Inc., WholesomeCo, Inc.

and Shareholder Representative Services LLC (incorporated by reference to Exhibit 2.4 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024)

First Amendment to Merger Agreement, by and among Vireo PR Merger Sub Inc., Vireo PR Merger Sub II Inc., Vireo Growth Inc., NGH Investments, Inc., Proper Holdings Management, Inc.

and Proper Holdings, LLC (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on March 20, 2025)

First Amendment to Merger Agreement, by and among Vireo DR Merger Sub Inc., Vireo Growth Inc.

and Deep Roots Holdings, Inc.

(incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on March 20, 2025)

First Amendment to Merger Agreement, by and among Vireo WH Merger Sub Inc., Vireo Growth Inc.

and WholesomeCo, Inc.

(incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed on March 20, 2025)

Second Amendment to Merger Agreement, dated as of June 5, 2025, by and among Vireo PR Merger Sub Inc., Vireo PR Merger Sub II Inc., Vireo Growth Inc., NGH Investments, Inc., Proper Holdings Management, Inc.

and Proper Holdings, LLC (incorporated by reference to Exhibit 2.3 to our Current Report on Form 8-K filed on June 6, 2025)

Second Amendment to Merger Agreement, dated as of June 6, 2025, by and among Vireo DR Merger Sub Inc., Vireo Growth Inc.

and Deep Roots Holdings, Inc.

(incorporated by reference to Exhibit 2.3 to our Current Report on Form 8-K filed on June 12, 2025)

Second Amendment to Merger Agreement, dated as of May 12, 2025, by and among Vireo WH Merger Sub Inc., Vireo Growth Inc.

and WholesomeCo, Inc.

(incorporated by reference to Exhibit 2.3 to our Current Report on Form 8-K filed on May 12, 2025)

Asset Purchase Agreement between Medicine Man Technologies, Inc.

d/b/a Schwazze, Vireo Health of Rocky Mountain LLC, and certain other parties thereto, dated November 13, 2025 (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed on March 25, 2026)

First Amendment to Asset Purchase Agreement between Newco and Chicago Atlantic Admin, LLC, dated January 29, 2026 (incorporated by reference to Exhibit 2.2 to our Current Report on Form 8-K filed on March 25, 2026)

Second Amendment to Asset Purchase Agreement between Newco and Chicago Atlantic Admin, LLC, dated March 2, 2026 (incorporated by reference to Exhibit 2.3 to our Current Report on Form 8-K filed on March 25, 2026)

Third Amendment to Asset Purchase Agreement between Newco and Chicago Atlantic Admin, LLC, dated March 19, 2026 (incorporated by reference to Exhibit 2.4 to our Current Report on Form 8-K filed on March 25, 2026)

Articles of Vireo Growth Inc.

3 unchanged sentences

Notice of Alteration, Notice of Articles and Certificate of Name Change dated June 25, 2024 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed July 1, 2024).

Loan and Security Agreement, effective July 3, 2025, by and among Vireo Growth Inc.

and each of its subsidiaries, the Guarantors from time to time party thereto, the financial institutions from time to time party thereto as Lenders, East West Bank, as Administrative Agent for the Lenders, and Western Alliance Bank, as Co-Administrative Agent for the Lenders, East West Bank, as collateral agent for the Lenders, and East West Bank and Western Alliance Bank, as Joint Lead Arrangers

Secured Term Loan, effective July 3, 2025, by and among Vireo Growth Inc.

and each of its subsidiaries, the Guarantors from time to time party thereto, Chicago Atlantic Opportunity Finance, LLC, as a Lender, Chicago Atlantic Admin, LLC, as Administrative Agent and Collateral Agent, and Chicago Atlantic Credit Advisers, LLC, as Lead Arranger

First Amendment to Loan and Security Agreement by and among CO Acquisition Vehicle, LLC, as borrower, Chicago Atlantic Admin, LLC, as administrative agent and the lenders party thereto dated February 26, 2026 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on March 25, 2026)

Loan and Security Agreement among Vireo Health of Rocky Mountain, LLC, each Person party thereto as a Guarantor, the creditors party thereto and Chicago Atlantic Financial Services, LLC dated March 19, 2026 (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on March 25, 2026)

First Amendment to Asset Purchase Agreement dated February 27, 2026, by and among Vireo Health, Inc., Vireo Growth Inc., the entities set forth on the “Company” signature page attached thereto, PharmaCann Inc.

and Argent Institutional Trust Company, as collateral agent

Rule 13a-14(a)/15d-14(a) certification of Chief Executive Officer

1 unchanged sentence

Section 1350 certification, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Includes the following financial and related information from Vireo Growth’s Quarterly Report on Form 10-Q as of and for the quarter ended September 30, 2025, formatted in Inline Extensible Business Reporting Language (iXBRL):

Includes the following financial and related information from Vireo Growth’s Quarterly Report on Form 10-Q as of and for the quarter ended March 31, 2026, formatted in Inline Extensible Business Reporting Language (iXBRL):

(1) the Consolidated Balance Sheets, (2) the Consolidated Statements of Income, (3) the Consolidated Statements of Comprehensive Income, (4) the Consolidated Statements of Changes in Stockholders’ Equity, (5) the Consolidated Statements of Cash Flows, and (6) Notes to Consolidated Financial Statements.

The cover page from this Quarterly Report on Form 10-Q, formatted in Inline XBRL.

Portions of this exhibit have been omitted pursuant to Regulation S-K Item 601(a)(5) and Item 601(b)(10), as applicable.

The Company agrees to furnish any omitted schedules or an unredacted copy to the Commission or its staff upon request

Certain confidential information has been excluded from this exhibit because it is both (i) not material and (ii) the type of information that the registrant treats as private or confidential.

Pursuant to Item 601(a)(5) of Regulation S-K, schedules have been omitted and will be furnished on a supplemental basis to the Securities and Exchange Commission upon request.

Pursuant to requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

VIREO GROWTH INC.

November 12, 2025

/s/ John Mazarakis

2 unchanged sentences

(principal executive officer)

November 12, 2025

/s/ Tyson Macdonald

2 unchanged sentences

(principal financial officer)

November 12, 2025

/s/ Joseph Duxbury

3 unchanged sentences

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

What changed 10-Q

Item 5. Other Information