Vireo Growth Inc. 10-Q

Item 1. Financial Statements VIREO GROWTH INC. CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS (In Millions of U.S. Dollars, except per share amounts, unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ ​ 2026 ​ 2025 Assets ​ ​ ​ ​ Current assets: ​ ​ ​ ​ Cash ​ $ 122.4 ​ $ 102.2 Restricted cash ​ ​ 15.4 ​ ​ 20.3 Marketable securities ​ ​ 1.0 ​ ​ 1.0 Accounts receivable, net of credit losses of $ 1.8 million and $ 1.3 million, respectively ​ 16.1 ​ 13.8 Income tax receivable ​ ​ 18.3 ​ 22.8 Inventory ​ 76.1 ​ 60.0 Prepayments and other current assets ​ 6.5 ​ 3.8 Warrants held ​ 0.9 ​ 1.7 Notes receivable ​ ​ 1.3 ​ ​ 79.2 Assets held for sale ​ 0.3 ​ 0.3 Total current assets ​ 258.3 ​ 305.1 Property and equipment, net ​ 232.3 ​ 217.5 Operating lease, right-of-use asset ​ 84.2 ​ 53.4 Intangible assets, net ​ 194.0 ​ 117.5 Goodwill ​ ​ 123.8 ​ ​ 87.5 Investments ​ ​ 6.0 ​ ​ 6.0 Deposits ​ 4.4 ​ 4.4 Indemnified tax assets ​ ​ 25.8 ​ ​ 25.8 Total assets ​ $ 928.8 ​ $ 817.2 Liabilities ​ ​ ​ ​ Current liabilities ​ ​ ​ ​ Accounts payable and accrued liabilities ​ $ 58.3 ​ $ 50.3 Convertible debt, current portion ​ ​ 1.3 ​ ​ 1.3 Long-term debt, current portion ​ ​ 16.3 ​ ​ 16.3 Right of use liability, current ​ 6.1 ​ 3.6 Uncertain tax liability ​ ​ 133.8 ​ 120.0 Derivative liability ​ ​ — ​ ​ 0.2 Total current liabilities ​ 215.8 ​ 191.7 Right-of-use liability ​ 174.4 ​ 146.3 Long-term debt, net ​ 197.3 ​ 127.6 Convertible debt, net ​ ​ 8.3 ​ ​ 8.6 Contingent consideration ​ ​ 30.0 ​ ​ 24.4 Deferred tax liabilities ​ ​ 8.1 ​ ​ 10.2 Other long-term liabilities ​ ​ 0.8 ​ ​ 1.0 Total liabilities ​ ​ 634.7 ​ ​ 509.8 ​ ​ ​ ​ ​ ​ ​ Commitments and contingencies ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stockholders’ equity ​ ​ ​ ​ Subordinate Voting Shares ($- par value, unlimited shares authorized; 1,057,201,771 shares issued and outstanding at March 31, 2026, and 1,057,131,571 at December 31, 2025) ​ — ​ — Multiple Voting Shares ($- par value, unlimited shares authorized; 232,490 shares issued and outstanding at March 31, 2026 and 233,192 at December 31, 2025) ​ — ​ — Additional paid in capital ​ 614.0 ​ 607.0 Accumulated deficit ​ ( 319.9 ) ​ ( 299.6 ) Total stockholders' equity ​ $ 294.1 ​ $ 307.4 Total liabilities and stockholders' equity ​ $ 928.8 ​ $ 817.2 ​ The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. ​ 3 Table of Contents VIREO GROWTH INC. CONDENSED INTERIM CONSOLIDATED STATEMENTS OF NET LOSS AND COMPREHENSIVE LOSS (In Millions of U.S. Dollars, except share amounts, unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ Revenue ​ $ 106.2 ​ $ 24.5 ​ Cost of sales ​ ​ ​ ​ ​ Product costs ​ 46.4 ​ 11.7 ​ Non-cash product costs ​ ​ 0.2 ​ ​ — ​ Inventory valuation adjustments ​ 0.3 ​ 0.4 ​ Gross profit ​ 59.3 ​ 12.4 ​ Operating expenses: ​ ​ ​ ​ ​ Selling, general and administrative expenses ​ 30.8 ​ 7.4 ​ Transaction related expenses ​ ​ 8.7 ​ ​ 1.2 ​ Stock-based compensation expenses ​ 7.0 ​ 1.5 ​ Depreciation ​ 1.1 ​ 0.1 ​ Amortization ​ 2.7 ​ 0.2 ​ Total operating expenses ​ 50.3 ​ 10.4 ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (loss) from operations ​ 9.0 ​ 2.0 ​ ​ ​ ​ ​ ​ ​ ​ ​ Other income (expense): ​ ​ ​ ​ ​ Interest expenses, net ​ ( 4.2 ) ​ ( 4.0 ) ​ Interest expense on finance lease liabilities - Minnesota & New York ​ ​ ( 3.6 ) ​ ​ ( 3.6 ) ​ Gain (loss) on change in the fair value of contingent consideration ​ ​ ( 5.5 ) ​ ​ — ​ Derivative gain (loss) ​ ​ 0.1 ​ ​ — ​ Other income (expenses) ​ — ​ 0.8 ​ Other income (expenses), net ​ ( 13.2 ) ​ ( 6.8 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (loss) before income taxes ​ ( 4.2 ) ​ ( 4.8 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Deferred income tax recoveries (expenses) ​ ​ 2.2 ​ ​ — ​ Current income tax expenses ​ ( 18.3 ) ​ ( 1.7 ) ​ Net loss and comprehensive loss ​ ( 20.3 ) ​ ( 6.5 ) ​ Net loss per share - basic and diluted ​ $ ( 0.02 ) ​ $ ( 0.02 ) ​ Weighted average shares used in computation of net loss per share - basic and diluted ​ ​ 1,080,450,771 ​ ​ 366,800,177 ​ ​ The accompanying notes are an integral part of these unaudited condensed consolidated financial statements ​ ​ 4 Table of Contents VIREO GROWTH INC. CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (In Millions of U.S. Dollars, except share amounts, unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common Stock ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ SVS ​ MVS ​ ​ ​ ​ ​ ​ ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional Paid- ​ Accumulated ​ Stockholders' ​ ​ ​ ​ Shares ​ ​ ​ Amount ​ ​ ​ Shares ​ ​ ​ Amount ​ ​ ​ in Capital ​ ​ ​ Deficit ​ ​ ​ Equity Balance, January 1, 2025 ​ 337,512,681 ​ $ — 285,371 ​ $ — $ 287.0 ​ $ ( 231.4 ) ​ $ 55.6 Conversion of MVS shares 720,100 ​ — ( 7,201 ) ​ — — ​ — ​ — Stock-based compensation — ​ ​ — ​ — ​ ​ — ​ ​ 1.5 ​ ​ — ​ 1.5 Stock issuance ​ 1,077,859 ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Net settlement of stock-based compensation ​ ( 239,633 ) ​ ​ — ​ — ​ ​ — ​ ​ ( 0.1 ) ​ ​ — ​ ​ ( 0.1 ) Options exercised ​ 138,655 ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Warrants exercised ​ 265,626 ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Net Loss — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ ( 6.5 ) ​ ( 6.5 ) Balance at March 31, 2025 339,475,288 ​ $ — 278,170 ​ $ — $ 288.4 ​ $ ( 237.9 ) ​ $ 50.5 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance, January 1, 2026 ​ 1,057,131,571 ​ ​ — 233,192 ​ ​ — ​ 607.0 ​ ​ ( 299.6 ) ​ ​ 307.4 Conversion of MVS shares ​ 70,200 ​ ​ — ​ ( 702 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ — Stock-based compensation ​ — ​ ​ — ​ — ​ ​ — ​ ​ 7.0 ​ ​ — ​ ​ 7.0 Net Loss — ​ — — ​ — — ​ ( 20.3 ) ​ ( 20.3 ) Balance at March 31, 2026 1,057,201,771 ​ $ — 232,490 ​ $ — $ 614.0 ​ $ ( 319.9 ) ​ $ 294.1 ​ The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. ​ 5 Table of Contents VIREO GROWTH INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In Millions of U.S. Dollars, unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 CASH FLOWS FROM OPERATING ACTIVITIES ​ ​ ​ ​ ​ Net loss ​ $ ( 20.3 ) ​ $ ( 6.5 ) Adjustments to reconcile net loss to net cash used in operating activities: ​ ​ ​ ​ Non-cash amortization of inventory step up included in product costs ​ ​ 0.2 ​ ​ — Inventory valuation adjustments ​ 0.3 ​ 0.4 Depreciation ​ 1.1 ​ 0.1 Depreciation capitalized into inventory ​ 2.9 ​ 0.5 Non-cash operating lease expense ​ 1.1 ​ 0.1 Amortization of intangible assets ​ 2.7 ​ 0.2 Stock-based compensation ​ 7.0 ​ 1.3 Warrants held ​ ​ 0.8 ​ ​ 0.5 Derivative (gain) loss ​ ​ ( 0.1 ) ​ ​ — Interest Expense ​ 1.1 ​ 1.2 Bad debt expense ​ 0.1 ​ — Accretion of interest on right-of-use finance lease liabilities ​ — ​ 0.1 (Gain) loss on change in the fair value of contingent consideration ​ ​ 5.5 ​ ​ — Change in operating assets and liabilities: ​ ​ ​ ​ Accounts Receivable ​ ( 1.1 ) ​ 0.6 Prepaid expenses ​ ( 2.0 ) ​ ( 0.1 ) Inventory ​ ( 2.2 ) ​ ( 2.0 ) Income taxes ​ ​ 4.5 ​ ​ 0.7 Deferred income tax expense (benefit) ​ ​ ( 2.2 ) ​ ​ — Uncertain tax position liabilities ​ ​ 13.8 ​ ​ 1.6 Accounts payable and accrued liabilities ​ — ​ 1.8 Changes in operating lease liabilities ​ ​ ( 1.3 ) ​ ( 0.4 ) Change in assets and liabilities held for sale ​ — ​ ( 3.5 ) Net cash provided by (used in) operating activities ​ ​ 11.9 ​ ​ ( 3.4 ) ​ ​ ​ ​ ​ ​ ​ CASH FLOWS FROM INVESTING ACTIVITIES: ​ ​ ​ ​ Purchases of property, plant, and equipment ​ ​ ( 10.8 ) ​ ​ ( 1.1 ) Acquisition of Schwazze, net of cash received ​ ​ 18.2 ​ ​ — Capitalized software development costs ​ ​ ( 0.5 ) ​ ​ — Deposits ​ ​ 1.1 ​ ​ — Net cash provided by (used in) investing activities ​ ​ 8.0 ​ ​ ( 1.1 ) ​ ​ ​ ​ ​ ​ ​ CASH FLOWS FROM FINANCING ACTIVITIES ​ ​ ​ ​ ​ ​ Debt principal payments ​ ​ ( 4.5 ) ​ ​ ( 0.9 ) Lease principal payments ​ ​ ( 0.1 ) ​ ​ — Net cash provided by (used in) financing activities ​ ​ ( 4.6 ) ​ ​ ( 0.9 ) ​ ​ ​ ​ ​ ​ ​ Net change in cash ​ ​ 15.3 ​ ​ ( 5.4 ) ​ ​ ​ ​ ​ ​ ​ Cash and restricted cash, beginning of period ​ ​ 122.5 ​ ​ 91.6 ​ ​ ​ ​ ​ ​ ​ Cash and restricted cash, end of period ​ $ 137.8 ​ $ 86.2 ​ The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. ​ 6 Table of Contents VIREO GROWTH INC. Notes to Unaudited Condensed Consolidated Financial Statements 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 Colorado, Maryland, Minnesota, Missouri, Nevada, New Mexico, 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 action regarding rescheduling, however, expressly acknowledges the distinction between medical cannabis and adult-use cannabis by indicating that medical cannabis as an accepted use for treating certain conditions. ​ 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. On April 28, 2026, the DEA issued a final rule that rescheduled to Schedule III (i) U.S. Food and Drug Administration (“ FDA ”)-approved drug products containing marijuana and (ii) marijuana in any form covered by a state medical marijuana license. To enable state-licensed medical marijuana entities to operate compliantly under Schedule III, the DEA also created a new pathway for state-licensed medical marijuana operators to apply for registration to operate as manufacturers, distributors, and/or dispensers. The final rule indicates that the DEA will process registration applications from “early applicants” (i.e., applicants that submit in the first 60 days) within six months, and all such “early applicants” may continue operating during the pendency of review. Notably, as a consequence of the partial rescheduling, state medical marijuana licensees will no longer be subject to the deduction disallowance under Section 280E of the U.S. Internal Revenue Code. This may allow state-licensed medical marijuana entities to deduct ordinary and necessary business expenses in the same manner currently allowed for other industries. Thus, the recent rescheduling rule could represent a meaningful opportunity for federal tax relief. Importantly, adult-use marijuana remains a Schedule I substance, regardless of state licensure. Future rescheduling of adult-use marijuana to Schedule III without the current limitations could still occur, as the rulemaking process will continue with a DEA hearing scheduled for June 29, 2026. ​ ​ 2. Summary of Significant Accounting Policies Significant Accounting Policies The Company’s significant accounting policies are described in Note 2 to the Company’s consolidated financial statements included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the United States 7 Table of Contents Securities and Exchange Commission (“ SEC ”) on March 17, 2026, (the " Annual Financial Statements "). There have been no material changes to the Company’s significant accounting policies. Basis of presentation The accompanying interim unaudited condensed consolidated financial statements reflect the accounts of the Company. The information included in these statements should be read in conjunction with the Annual Financial Statements. The unaudited condensed consolidated financial statements were prepared in accordance with generally accepted accounting principles in the United States of America (“ GAAP ”) and pursuant to the rules and regulations of the SEC. In the opinion of management, the financial data presented includes all adjustments necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented. Results of interim periods should not be considered indicative of the results for the full year. These unaudited interim condensed consolidated financial statements include estimates and assumptions of management that affect the amounts reported in the unaudited condensed consolidated financial statements. Actual results could differ from these estimates. 8 Table of Contents Basis of consolidation These unaudited condensed consolidated financial statements include the accounts of the following entities that were wholly owned, or effectively controlled by the Company during the period ended March 31, 2026: ​ ​ ​ 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 Delaware, USA Vireo Health of Colorado, LLC Colorado, USA Vireo Health of CO, LLC Delaware, 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 were formed or acquired to support the intended operations of the Company. All intercompany transactions and balances have been eliminated from the Company's unaudited condensed consolidated financial statements. Recently adopted accounting pronouncements None. ​ 9 Table of Contents Net loss per share Basic net loss per share is computed by dividing reported net loss by the weighted average number of common 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 subordinate voting shares were exercised or converted into subordinate voting shares 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 subordinate voting share equivalents outstanding during the period. Potential dilutive subordinate voting share equivalents consist of the incremental subordinate voting shares issuable upon the exercise of vested stock options and the incremental shares issuable upon conversion of the convertible notes. Potential dilutive subordinate voting share equivalents consist of stock options, warrants, and restricted stock units (“ RSUs ”). In computing diluted earnings per share, subordinate voting share equivalents are not considered in periods in which a net loss is reported, as the inclusion of the subordinate voting share equivalents would be anti-dilutive. The Company recorded a net loss for the three month periods ended March 31, 2026 and 2025, as presented in these financial statements, and as such there is no difference between the Company’s basic and diluted net loss per share for these periods. The anti-dilutive shares outstanding for the three-month periods ended March 31, 2026 and 2025, were as follows: ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, ​ ​ 2026 ​ ​ ​ 2025 Stock options ​ 34,629,892 30,731,300 Warrants ​ 15,503,937 18,541,586 RSUs ​ 59,565,217 ​ 71,156,247 Convertible debt ​ 15,680,000 ​ 16,000,000 Total ​ 125,379,046 136,429,133 ​ Revenue Recognition The Company’s primary source of revenue is from the wholesale of cannabis products to dispensary locations and direct retail sales to eligible customers at 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 Retail ​ $ 89.9 ​ $ 19.2 Wholesale ​ 16.3 ​ 5.3 Total ​ $ 106.2 ​ $ 24.5 ​ New accounting pronouncements not yet adopted None. ​ ​ 3. Business Combinations and Dispositions Acquisitions Schwazze 10 Table of Contents ​ As previously disclosed, in connection with the acquisition of a majority of the outstanding principal amount of 13 % Senior Secured Convertible Notes due December 7, 2026 (the “ Senior Secured Notes ”) of Medicine Man Technologies, Inc. d/b/a Schwazze (“ Schwazze ”), Vireo Health of Colorado, LLC, a Colorado limited liability company (“ VHC ”) and wholly-owned subsidiary of the Company entered into a restructuring support agreement (the “ RSA ”) with Schwazze and certain related entities on October 9, 2025. Prior to the closing of the Asset Sale (as defined below), a wholly owned subsidiary of the Company, CO Acquisition Vehicle, LLC, a Delaware limited liability company (“ CO Acquisition ”), acquired the remaining Senior Secured Notes, and as of the closing of the Asset Sale, the Company indirectly held all of the issued and outstanding Senior Secured Notes. The RSA set forth a plan to restructure the operations and capital structure of Schwazze and its subsidiaries through a series of transactions, including, but not limited to (i) the purchase of certain assets representing a majority of the total assets of Schwazze and its subsidiaries (the “ Asset Sale ”) by a newly-formed entity, Vireo Health of Rocky Mountain, LLC, a Delaware limited liability company (“ Vireo Health of Rocky Mountain ”), that, as of the closing of the Asset Sale, is majority owned indirectly by the Company, and (ii) the liquidation of Schwazze’s remaining assets and winding down of Schwazze’s remaining operations after consummation of the Asset Sale. The RSA provided for the Asset Sale to be effected by way of a public disposition of collateral pursuant to § 9-610 and 9-611 of the Uniform Commercial Code. As previously disclosed, on November 13, 2025, a public auction of Schwazze’s collateral was completed, and the collateral agent under the indenture governing the Senior Secured Notes, acting at the direction of VHC, credit bid approximately $ 111.0 million principal amount of Senior Secured Notes on behalf of VHC and other noteholders (the “ Credit Bid ”). The Credit Bid was determined to be the winning bid upon conclusion of the auction. Following, the auction, Schwazze entered into an asset purchase agreement with Vireo Health of Rocky Mountain and certain other parties on November 13, 2025 (as amended, the “ Asset Purchase Agreement ”). On February 27, 2026, CO Acquisition was acquired by VHC pursuant to a membership interest purchase agreement. Prior to the acquisition, CO Acquisition entered into a First Amendment to Loan and Security Agreement (the “ CO Acquisition LSA Amendment ”) on February 26, 2026, which amended a Loan and Security Agreement, dated as of September 30, 2025 (as amended, the “ CO Acquisition LSA ”) by and among CO Acquisition as borrower, Chicago Atlantic Admin, LLC, as administrative agent and the lenders party thereto (the “ CO Acquisition Lenders ”). The CO Acquisition LSA provides for a term loan facility with a total principal commitment of $ 26 million, of which $ 25.0 million was advanced on the closing date of the CO Acquisition LSA with $ 10 million disbursed to the borrower and $ 15.0 million held in reserve. Pursuant to the CO Acquisition LSA Amendment, the CO Acquisition Lenders released the remaining $ 15.0 million held in reserve to be used by CO Acquisition to fund its commitment as a lender under the LSA. ​ On March 19, 2026, pursuant to the terms of the Asset Purchase Agreement, the assets subject to the Asset Sale, consisting of 45 total dispensaries in Colorado and New Mexico and two manufacturing facilities, one in each of Colorado and New Mexico, were transferred to Vireo Health of Rocky Mountain (and certain of its designated subsidiaries) in consideration for (i) the Credit Bid and (ii) the assumption of certain specified liabilities of Schwazze. The Credit Bid resulted in the discharge of the Senior Secured Notes at Closing. Additionally, equity interests in Vireo Health of Rocky Mountain were distributed by the collateral agent to an indirect wholly owned subsidiary of the Company, which as of the closing of the Asset Sale, held all of the issued and outstanding Senior Secured Notes. As a result of this distribution and certain other transactions, the subsidiary of the Company became the majority owner of Vireo Health of Rocky Mountain. ​ 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 Asset Sale 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 Asset Sale primarily consists of the synergies and economies of scale expected from combining the operations of the Company and Vireo Health of Rocky Mountain, 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. ​ 11 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ Vireo Health of Rocky Mountain Assets ​ ​ Cash and cash equivalents ​ $ 18.2 Inventory ​ 14.4 Receivables ​ ​ 1.4 Other current assets ​ 0.6 Property and equipment ​ 10.5 Operating lease, right-of-use asset ​ 31.6 Deposits ​ ​ 1.1 Intangible assets, license ​ ​ 78.7 Goodwill ​ 36.3 Total assets ​ 192.8 Liabilities ​ ​ Accounts payable and accrued liabilities ​ 10.7 Right-of-use liability ​ 31.6 Long-term debt, net ​ ​ 72.5 Total liabilities ​ ​ 114.8 Net assets acquired ​ $ 78.0 ​ ​ ​ ​ Consideration: ​ ​ ​ Share consideration ​ $ 78.0 Total Consideration ​ $ 78.0 ​ 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. ​ Supplemental pro forma information (unaudited) for Vireo Health of Rocky Mountain ​ The unaudited pro forma information for the periods set forth below gives effect to the Asset Sale as if the acquisition had occurred on January 1, 2026. 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 three month period ended March 31, 2026, were $ 29.4 million . Proforma net loss attributable to subordinate voting shareholders for the three month period ended March 31, 2026 were $ 10.2 million . ​ 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. ​ Purchase Price Allocations ​ The above purchase price allocations are provisional specifically for determination fair value of assets and liabilities including measurement of working capital adjustments pending the adjustment periods defined within the acquisition transaction agreements. ​ The Company will continue to examine the above during the measurement period and adjustments will be made based on facts and circumstances that existed at the acquisition date once subsequently finalized and within the measurement period. 12 Table of Contents ​ The Mergers ​ 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 and Proper, the “ Proper Companies ”) (the “ Proper Mergers ”), and (iii) WholesomeCo, Inc. (“ Wholesome ”) (the “ Wholesome Merger ” and collectively with the Deep Roots Merger and the Proper Mergers, the “ Mergers ” and each, a “ Merger ”) . Each Merger was an all-share transaction whereby, at the closing of each Merger, (i) a new wholly-owned subsidiary of the Company merged with and into Deep Roots, (ii) a new wholly-owned subsidiary of the Company merged with and into Wholesome, and (iii) the Proper Companies each merged with and into new wholly-owned subsidiaries of the Company. None of the Mergers were contingent upon the completion of any of the other Mergers. The Wholesome Merger closed on May 12, 2025, the Proper Mergers closed on June 5, 2025, and the Deep Roots Merger closed on June 6, 2025. ​ 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 $ 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, $ 1.0 million 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 $ 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 $ 30.0 million, $ 31.0 million, and $ 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 , 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 $ 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 $ 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 calculation an amount equal to (i) $ 11,860,800 for Wholesome and (ii) $ 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 $ 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, 13 Table of Contents paid out using a share price for the Company’s SVSs at the higher of $ 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 ​ $ 7.0 Inventory ​ 8.7 Receivables ​ ​ 1.1 Other current assets ​ 0.9 Income tax receivable ​ ​ 0.3 Property and equipment ​ 9.4 Operating lease, right-of-use asset ​ 10.2 Indemnification asset ​ ​ 11.0 Deposits ​ ​ 0.5 Intangible assets, license ​ 14.2 Intangible assets, developed technology ​ ​ 4.6 Goodwill ​ 39.0 Total assets ​ 106.9 Liabilities ​ ​ Accounts payable and accrued liabilities ​ 6.8 Right-of-use liability ​ 10.2 Long-term debt, net ​ ​ 9.6 Deferred tax liabilities ​ ​ 5.9 Uncertain tax liability ​ ​ 13.3 Total liabilities ​ ​ 45.8 Net assets acquired ​ $ 61.1 ​ ​ ​ ​ Consideration: ​ ​ ​ Share consideration ​ $ 51.7 Contingent consideration ​ ​ 9.4 Total Consideration ​ $ 61.1 ​ 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 March 31, 2026, the Company has recorded a contingent consideration liability of $ 18.2 million, 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 14 Table of Contents within the fair value hierarchy and is remeasured at each reporting date, with changes in fair value recognized in earnings. During the three months ended March 31, 2026, the Company recognized a $ 1.0 million gain 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 $ 13.3 million 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 $ 11.0 million , measured on the same basis as the related liability, which represents the uncertain tax liability recognized of $ 13.3 million less $ 0.3 million of income taxes receivable and $ 2.0 million of tax specific cash contributions from Wholesome . ​ The indemnification asset was classified as a non-current asset in the Company’s condensed consolidated balance sheet as of March 31, 2026, 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 March 31, 2026, there have been no changes in the estimated amount of indemnified tax exposure or the related asset. ​ 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. ​ 15 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ Proper Assets ​ ​ Cash and cash equivalents ​ $ 12.9 Inventory ​ 22.8 Income tax receivable ​ ​ 5.7 Receivables ​ ​ 2.4 Other current assets ​ 0.3 Property and equipment ​ 33.3 Operating lease, right-of-use asset ​ 9.0 Indemnification asset ​ ​ 6.2 Deposits ​ ​ 0.1 Intangible assets, license ​ ​ 48.6 Goodwill ​ 26.4 Total assets ​ 167.7 Liabilities ​ ​ Accounts payable and accrued liabilities ​ 25.3 Right-of-use liability ​ 9.0 Long-term debt, net ​ ​ 25.5 Deferred tax liabilities ​ ​ 12.6 Uncertain tax liability ​ ​ 14.9 Other long-term liabilities ​ ​ 1.2 Total liabilities ​ ​ 88.5 Net assets acquired ​ $ 79.2 ​ ​ ​ ​ Consideration: ​ ​ ​ Share consideration ​ $ 76.2 Contingent consideration ​ ​ 3.0 Total Consideration ​ $ 79.2 ​ 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 March 31, 2026, the Company recorded a contingent consideration liability of $ 7.2 million, 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 three months ended March 31, 2026, the Company recognized a $ 3.3 million 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 $ 14.9 million 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 $ 6.2 million , measured on the same basis as the related liability, which represents the uncertain tax liability recognized of $ 14.9 million less $ 5.7 million of income taxes receivable and $ 3.0 million of tax specific cash contributions from Proper . ​ The indemnification asset was classified as a non-current asset in the Company’s condensed consolidated balance sheet as of March 31, 2026, 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 16 Table of Contents as the change in the related liability. As of March 31, 2026, there were no changes in the estimated amount of indemnified tax exposure or the related asset. ​ 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. ​ 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 ​ $ 19.4 Inventory ​ 17.8 Income tax receivable ​ ​ 14.4 Receivables ​ ​ 0.2 Other current assets ​ 1.3 Property and equipment ​ 29.5 Operating lease, right-of-use asset ​ 24.6 Indemnification asset ​ ​ 8.5 Deposits ​ ​ 0.3 Investments ​ 6.0 Intangible assets, license ​ ​ 45.8 Goodwill ​ 22.1 Total assets ​ 189.9 Liabilities ​ ​ Accounts payable and accrued liabilities ​ 12.7 Right-of-use liability ​ 24.6 Long-term debt, net ​ ​ 19.2 Deferred tax liabilities ​ ​ 5.1 Uncertain tax liability ​ ​ 24.9 Total liabilities ​ 86.5 Net assets acquired ​ $ 103.4 ​ ​ ​ ​ Consideration: ​ ​ ​ Share consideration ​ $ 101.0 Contingent consideration ​ 2.4 Total Consideration ​ $ 103.4 ​ 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 $ 24.9 million 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 17 Table of Contents indemnification asset of $ 8.5 million, measured on the same basis as the related liability, which represents the uncertain tax liability recognized of $ 24.9 million less $ 14.4 million of income taxes receivable and $ 2.0 million of tax specific cash contributions from Deep Roots. ​ As of March 31, 2026, the Company recorded a contingent consideration liability of $ 4.6 million , 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 three months ended March 31, 2026, the Company recognized a $ 3.3 million loss 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 condensed consolidated balance sheet as of March 31, 2026, 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 March 31, 2026, there were no changes in the estimated amount of the indemnified tax exposure or the related asset. ​ Management Services Agreement with PharmaCann ​ As previously disclosed, on December 16, 2025, the Company entered into an Asset Purchase Agreement (the “ APA ”) with PharmaCann Inc. (“ PharmaCann ”) and certain of its subsidiaries. ​ In connection with the APA, the Company entered into a Management Services Agreement (the “ MSA ”), dated December 16, 2025, pursuant to which the Company agreed to provide certain management services to the seller parties related to the dispensaries to be acquired. ​ The MSA became effective on March 22, 2026. For the three months ended March 31, 2026, the Company recognized management services income of $ 0.3 million, which is included in the consolidated statement of loss and comprehensive loss. ​ In connection with the effectiveness of the MSA, on March 24, 2026, the Company delivered 90,740,741 subordinate voting shares from treasury into escrow with Odyssey Trust Company, as escrow agent. These shares are being held in escrow pending their potential release as consideration under the APA upon closing of the acquisition of the PharmaCann assets. ​ Although the Company is providing management services under the MSA and is entitled to certain economic benefits, the Company has not consolidated the results of the PharmaCann assets, as the acquisition contemplated by the APA has not yet closed and the Company does not have control, as defined by GAAP, over the PharmaCann assets. ​ Divestitures ​ On March 31, 2026, the Company, and Ace Venture of NY LLC (“ Ace ”) entered into a Second Amended and Restated Limited Liability Company Operating Agreement (the “ Operating Agreement ”) of Vireo Health of New York LLC (“ VHNY ”), an indirect subsidiary of the Company. ​ Under the Operating Agreement, Ace holds 51 % of the membership interests in VHNY, and the Company holds 49 % of the membership interests. Under the Operating Agreement, distributions of available cash from VHNY are to be made first to the Company until it has recovered specified amounts, including its initial contribution deemed to be $ 35 million, certain transaction expenses, any additional capital contributions, and $ 16 million of intercompany notes bearing an interest rate of 7 %. VHNY is managed by a two -person board of managers, with one manager designated by the Company and one manager designated by Ace, and certain major actions require unanimous board and/or member approval. In the event of a deadlock between the managers, the Company’s Chief Financial Officer shall cast the deciding vote. The Operating Agreement also 18 Table of Contents includes customary transfer restrictions, rights of first refusal and drag-along provisions, as well as dispute resolution and limitation of liability provisions. Based on the terms of the Operating Agreement and related arrangements, management has concluded that the Company maintains control over VHNY as defined under GAAP and, accordingly, continues to consolidate the results of VHNY in its condensed consolidated financial statements. ​ ​ ​ ​ ​ ​ 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 include 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. No indicators of impairment existed as of March 31, 2026, and therefore no impairment charges were recorded. 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 liability, warrants held, contingent consideration, and investments utilize Level 3 inputs given there is no market activity for the asset. ​ ​ 5. Accounts Receivable Trade receivables as of March 31, 2026 and December 31, 2025 were comprised of the following items: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 Trade receivables, net ​ $ 14.1 ​ $ 12.7 Other ​ 2.0 ​ 1.1 Total ​ $ 16.1 ​ $ 13.8 ​ Included in the trade receivables, net balance at March 31, 2026, and December 31, 2025, was an allowance for doubtful accounts of $ 1.8 million and $ 1.3 million, respectively. ​ ​ 19 Table of Contents 6. Inventory Inventory as of March 31, 2026 and December 31, 2025 was comprised of the following items: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 Work-in-progress ​ $ 32.3 ​ $ 31.0 Finished goods ​ 31.0 ​ 19.6 Non-cash fair value step up ​ ​ 1.5 ​ ​ — Other ​ 11.3 ​ 9.4 Total ​ $ 76.1 ​ $ 60.0 ​ In connection with the closing of the Vireo Health of Rocky Mountain acquisition, 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 $ 1.7 million. During the three months ended March 31, 2026 and 2025, $ 0.2 million and $ 0 , respectively, of amortization associated with this fair value step-up was recorded. This amortization was recorded to cost of sales in the consolidated statement of loss and comprehensive loss for the three month period ended March 31, 2026. ​ ​ ​ 7. Property and Equipment, Net As of March 31, 2026 and December 31, 2025, the Company’s property and equipment, net consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 Land ​ $ 2.1 ​ $ 1.8 Buildings and leasehold improvements ​ 103.1 ​ 91.7 Furniture and equipment ​ 29.2 ​ 27.9 Software ​ 0.2 ​ 0.1 Vehicles ​ 3.1 ​ 2.9 Construction-in-progress ​ 39.2 ​ 33.6 Right of use asset under finance lease ​ 84.8 ​ 87.8 ​ ​ 261.7 ​ 245.8 Less: accumulated depreciation ​ ( 29.4 ) ​ ( 28.3 ) Total ​ $ 232.3 ​ $ 217.5 ​ For the three months ended March 31, 2026 and 2025, total depreciation on property and equipment was $ 4.0 million and $ 0.6 million, respectively. For the three months ended March 31, 2026 and 2025, accumulated amortization of the right of use asset (the “ ROU ”) under finance lease amounted to $ 9.4 million and $ 2.6 million, respectively. The right of use asset under finance lease of $ 84.8 million consists of leased processing and cultivation premises. The Company capitalized $ 2.9 million and $ 0.5 million into inventory relating to depreciation associated with manufacturing equipment and production facilities for the three months ended March 31, 2026 and 2025, respectively. The associated capitalized depreciation costs are added to inventory and expensed as cost of sales when the product is sold. ​ As of each of March 31, 2026 and 2025, in conjunction with the Company’s held for sale assessment and disposal of certain long-lived assets, the Company evaluated whether property and equipment showed any indicators of impairment, and it was determined that the recoverable amount of certain net assets was above book value. As a result, the Company recorded no impairment charge on property and equipment, net. ​ ​ 20 Table of Contents 8. Leases Components of the Company’s lease expenses as of March 31, 2026 and 2025 are listed below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ March 31, ​ ​ ​ ​ 2026 ​ 2025 Finance lease cost ​ ​ ​ ​ ​ ​ Depreciation of ROU assets ​ $ 1.3 ​ $ 0.1 Interest on lease liabilities ​ 3.6 ​ 3.6 Operating lease costs ​ 2.5 ​ 0.5 Total lease costs ​ $ 7.4 ​ $ 4.2 ​ Future minimum lease payments (principal and interest) on the leases are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating Leases ​ ​ ​ Finance Leases ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2026 ​ ​ ​ March 31, 2026 ​ ​ ​ Total 2026 ​ $ 11.3 ​ $ 10.7 ​ $ 22.0 2027 ​ 14.7 ​ 14.6 ​ 29.3 2028 ​ 14.5 ​ 15.0 ​ 29.5 2029 ​ 13.5 ​ 15.5 ​ 29.0 2030 ​ 13.4 ​ 16.0 ​ 29.4 Thereafter ​ 81.5 ​ 187.1 ​ 268.6 Total minimum lease payments ​ $ 148.9 ​ $ 258.9 ​ $ 407.8 Less discount to net present value ​ ​ ( 64.2 ) ​ ( 163.1 ) ​ ( 227.3 ) Present value of lease liability ​ $ 84.7 ​ $ 95.8 ​ $ 180.5 ​ The Company has entered into various lease agreements for the use of buildings used in the production and retail sales of cannabis products. Supplemental cash flow information related to the Company’s leases for the three months ended March 31, 2026 and 2025 is detailed below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ ​ ​ March 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 Cash paid for amounts included in the measurement of lease liabilities: ​ ​ ​ ​ ​ Lease principal payments - finance ​ $ 0.1 ​ $ — Lease principal payments - operating ​ ​ 1.3 ​ ​ 0.4 Non-cash additions to ROU assets ​ 0.3 ​ — Amortization of operating leases ​ 1.1 ​ 0.2 ​ Other information about the Company’s lease amounts as of March 31, 2026 and 2025 is recognized in the financial statements and outlined below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ Weighted-average remaining lease term (years) – operating leases ​ 10.70 7.19 ​ ​ Weighted-average remaining lease term (years) – finance leases ​ 15.03 15.84 ​ ​ Weighted-average discount rate – operating leases ​ 10.62 % 12.01 % ​ Weighted-average discount rate – finance leases ​ 16.16 % 16.19 % ​ ​ ​ ​ ​ ​ ​ 21 Table of Contents 9. Goodwill and Intangibles Intangibles ​ Intangible assets as of March 31, 2026 and December 31, 2025 were comprised of the following items: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Licenses & Trademarks ​ ​ ​ Developed Technology ​ ​ ​ Total Balance, December 31, 2024 ​ $ 7.9 ​ $ — $ 7.9 Acquisitions (Note 3) ​ ​ 108.5 ​ ​ 4.7 ​ ​ 113.2 Assets moved out of held for sale ​ ​ 0.3 ​ ​ — ​ ​ 0.3 Capitalization of internally generated software costs ​ ​ — ​ ​ 1.9 ​ ​ 1.9 Amortization ​ ( 5.1 ) ​ ( 0.7 ) ( 5.8 ) Balance, December 31, 2025 ​ $ 111.6 ​ $ 5.9 $ 117.5 Acquisitions (Note 3) ​ ​ 78.7 ​ ​ — ​ ​ 78.7 Capitalization of internally generated software costs ​ ​ — ​ ​ 0.5 ​ ​ 0.5 Amortization ​ ( 2.4 ) ​ ( 0.3 ) ( 2.7 ) Balance, March 31, 2026 ​ $ 187.9 ​ $ 6.1 $ 194.0 ​ Amortization expense for the Company’s intangibles was $ 2.7 million and $ 0.2 million during the three months ended March 31, 2026 and 2025, respectively. Amortization expense is recorded in operating expenses on the unaudited condensed consolidated statements of net loss and comprehensive loss. ​ The Company estimates that amortization expenses will be $ 14.8 million per year for the next five fiscal years. ​ Goodwill ​ The following table shows the change in the carrying amount of goodwill: ​ ​ ​ ​ ​ Goodwill - December 31, 2024 ​ ​ ​ $ — Acquisitions (Note 3) ​ ​ 87.5 Goodwill - December 31, 2025 ​ ​ 87.5 Acquisitions (Note 3) ​ 36.3 Goodwill - March 31, 2026 ​ $ 123.8 ​ During the three months ended March 31, 2026, 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. ​ ​ ​ ​ 22 Table of Contents 10. Accounts Payable, Accrued Liabilities, and Restricted Cash Accounts payable and accrued liabilities as of March 31, 2026 and December 31, 2025 were comprised of the following items: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 Accounts payable – trade ​ $ 20.7 ​ $ 19.0 Accrued Expenses ​ 33.3 ​ 26.6 Contract liability ​ 4.3 ​ 4.7 Total accounts payable and accrued liabilities ​ $ 58.3 ​ $ 50.3 ​ ​ ​ ​ ​ ​ ​ 11. Long-Term Debt Long-Term Debt Arising from the Mergers ​ In connection with the closing of the Proper Mergers, the Company became obligated under $ 25.5 million of notes payable due to Chicago Atlantic Admin, LLC. The unpaid principal amounts outstanding bore interest at a rate of (a) 11 %, payable monthly in cash, and (b) 3.00 % per annum PIK interest, payable monthly. In addition, 1 % amortization of the original principal value of the note, or $ 27.1 million, was payable monthly, and the note was set to mature on November 28, 2025. See Note 3 “Business Combinations and Dispositions” for additional information. ​ In connection with the closing of the Deep Roots Merger, the Company became obligated under $ 19.2 million of notes payable due to Chicago Atlantic Admin, LLC. The unpaid principal amounts outstanding bore interest at a rate of (a) the U.S. prime rate, with a floor of 8.00 %, plus (b) 6.50 %, payable monthly in cash. In addition, 0.83 % amortization of the original principal value of the note, or $ 20 million, was payable monthly , and the note was set to mature on August 15, 2027. See Note 3 “Business Combinations and Dispositions” for additional information. ​ In connection with the closing of the Wholesome Merger, the Company became obligated on a $ 8.6 million 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 $ 1.0 million of promissory notes bearing an interest rate of 13.00 %, payable monthly cash. See Note 3 “Business Combinations and Dispositions” for additional information. ​ First Lien Term Loan and Chicago Atlantic Term Loan ​ On July 3, 2025, the Company 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 million. The aggregate principal amount of the First Lien Term Loan amortizes in quarterly installments of $ 3 million. 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 (the “ Lender ”), Chicago Atlantic Admin, LLC, as 23 Table of Contents 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 million to be loaned to the Company along with a $ 50 million accordion feature, available to support future strategic initiatives, subject to the sole discretion of the Lender and 2L Agent. Amortization payments are due and payable monthly on each payment date in an amount equal to 1 % of the loan amount starting November 30, 2025. All unpaid and accrued interest is due and payable on the maturity date of October 2, 2028, with an option to extend for an additional year subject to a 1 % extension fee of all loans advanced by lenders under the Chicago Atlantic Term Loan. The Chicago Atlantic Term Loan bears interest at the Prime Rate (subject to a 7.5 % floor) plus 5.5 % per annum. ​ The First Lien Term Loan is secured by a perfected first priority security interest in all assets and future assets of the Company. The Chicago Atlantic Term Loan is secured by a second priority security interest in and lien on all existing assets and future assets of the Company. ​ The proceeds from the First Lien Term Loan and Chicago Atlantic Term Loan were used to retire all of the Company’s existing debt obligations, including the debt arising from acquisitions, including the Mergers. ​ Long-Term Debt Arising from Vireo Health of Rocky Mountain ​ On February 27, 2026, CO Acquisition was acquired by the Company pursuant to a membership interest purchase agreement. In connection with the closing of this acquisition, the Company became obligated under $ 28.2 million of notes payable due to Chicago Atlantic Admin, LLC. The outstanding principal balance bears interest at a fixed rate of 20.0 % per annum and matures on December 31, 2029. The default rate of interest is equal to the interest rate plus 10.0 % per annum. All interest accrued until June 3, 2026 is payable in kind. Thereafter, interest will be paid monthly. If the loans are prepaid in an amount equal to $ 16 million or more or accelerated on or before March 30, 2027, the borrowers must pay a make-whole amount equal to all interest that would have accrued through March 30, 2027. ​ In connection with the closing of the Asset Sale, the Company became obligated under $ 44.3 million of notes payable due to Chicago Atlantic Financial Services, LLC. The unpaid principal amounts outstanding bear interest at a rate of 12 %, payable monthly in cash and mature on December 31, 2031. If the loans are prepaid or accelerated on or before June 19, 2026, the Company must pay a make-whole amount equal to all interest that would have accrued through June 19, 2026. See Note 3 “Business Combinations and Dispositions” for additional information. ​ 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 March 31, 2026 and December 31, 2025, $ 5.3 million and $ 5.8 million of deferred financing costs remained unamortized, respectively. ​ The following table shows a summary of the Company’s long-term debt as of March 31, 2026 and December 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 Beginning of period ​ $ 143.9 ​ $ 62.3 Acquired long-term debt (Note 3) ​ ​ 72.5 ​ ​ 54.3 Principal repayments ​ ​ ( 4.0 ) ​ ​ ( 13.3 ) PIK interest ​ ​ 0.5 ​ ​ 1.0 Debt extinguishment ​ ​ — ​ ​ ( 109.1 ) Proceeds ​ — ​ 153.0 Deferred financing costs ​ ​ — ​ ​ ( 7.0 ) Amortization of deferred financing costs ​ ​ 0.7 ​ ​ 2.7 End of period ​ 213.6 ​ 143.9 Less: current portion ​ 16.3 ​ 16.3 Total long-term debt ​ $ 197.3 ​ $ 127.6 ​ ​ ​ ​ ​ ​ 24 Table of Contents As of March 31, 2026, stated maturities of long-term debt were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2026 ​ $ 12.3 2027 ​ ​ 16.0 2028 ​ ​ 117.4 2029 ​ ​ 28.8 2030 ​ ​ — 2031 ​ ​ 44.3 Total ​ $ 218.8 ​ ​ ​ ​ ​ ​ 12. Convertible Notes ​ 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 the 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 each of March 31, 2026 and December 31, 2025, $ 0 deferred financing costs remained unamortized, respectively. ​ The following table shows a summary of the Company’s convertible debt as of March 31, 2026 and December 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 Beginning of period ​ $ 9.9 ​ $ 9.9 Principal repayments ​ ​ ( 0.3 ) ​ ​ ( 10.1 ) Proceeds ​ — ​ 10.0 Amortization of deferred financing costs ​ ​ — ​ ​ 0.1 End of period ​ $ 9.6 ​ $ 9.9 Less: current portion ​ 1.3 ​ 1.3 Total convertible debt ​ $ 8.3 ​ $ 8.6 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 13. 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 March 31, 2026. The liquidation and dividend rights are identical among shares equally in the Company’s 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. 25 Table of Contents Multiple Voting Shares Holders of Multiple Voting Shares are 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 three months ended March 31, 2026, 702 Multiple Voting Shares were converted into 70,200 Subordinate Voting Shares for no additional consideration. ​ During the three months ended March 31, 2025, 7,201 Multiple Voting Shares were converted into 720,100 Subordinate Voting Shares for no additional consideration. ​ During the three months ended March 31, 2025, employee stock options were exercised for 138,655 Subordinate Voting Shares. ​ During the three months ended March 31, 2025, stock warrants were exercised for 265,626 Subordinate Voting Shares. During the three months ended March 31, 2025, 1,077,859 shares were issued in connection with the settlement of restricted stock units. 239,633 shares were net settled to pay payroll taxes associated with the issuance, resulting in the final issuance of 838,226 shares. ​ ​ 14. Stock-Based Compensation Stock Options In January 2019, the Company adopted the 2019 Equity Incentive Plan (the “ EIP ”) under which the Company may grant incentive stock options, restricted shares, restricted share units, or other awards. Under the terms of the EIP, a total of ten percent of the number of shares outstanding from time to time, assuming conversion of all super voting shares and MVSs to SVSs are permitted to be issued. The exercise price for incentive stock options issued under the EIP is set by the compensation committee of the Company’s board of directors but may not be less than 100 % of the fair market value of the Company’s shares on the date of grant. Incentive stock options have a maximum term of 10 years from the date of grant. The incentive stock options vest at the discretion of the Company’s board of directors. Options granted under the EIP as of March 31, 2026 and 2025 were valued using the Black-Scholes option pricing model with the following weighted average assumptions: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ March 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 Risk-Free Interest Rate ​ N/A ​ 4.53 % Weighted Average Exercise Price ​ N/A $ 0.49 ​ Weighted Average Stock Price ​ N/A $ 0.49 ​ Expected Life of Options (years) ​ N/A ​ 7.00 ​ Expected Annualized Volatility ​ N/A ​ 100.00 % Grant Fair Value ​ N/A $ 0.41 ​ Expected Forfeiture Rate ​ N/A N/A ​ Expected Dividend Yield ​ N/A N/A ​ ​ ​ 26 Table of Contents Stock option activity for the three months ended March 31, 2026, and for the year ended December 31, 2025, is presented below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average ​ ​ ​ Weighted Avg. ​ ​ Number of Options ​ Exercise Price ​ Remaining Life Balance, 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 Forfeitures ( 83,009 ) ​ 0.47 — Options Outstanding at March 31, 2026 34,629,892 ​ $ 0.48 5.52 ​ ​ ​ ​ ​ ​ ​ ​ Options Exercisable at March 31, 2026 26,355,637 ​ $ 0.45 4.28 ​ ​ During the three month periods ended March 31, 2026 and 2025, the Company recognized $ 0.7 million and $ 0.2 million, respectively, in stock-based compensation related to stock options. As of March 31, 2026, the total unrecognized compensation costs related to unvested stock options awards granted was $ 2.7 million. In addition, the weighted average period over which the unrecognized compensation expense is expected to be recognized is approximately 1.7 years. The total intrinsic value of stock options outstanding and exercisable as of March 31, 2026, was $ 2.0 million and $ 1.9 million, respectively. The Company does not estimate forfeiture rates when calculating compensation expense. The Company records forfeitures as they occur. Warrants Warrants to purchase SVS entitle the holder to purchase one SVS of the Company. 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, 2024 ​ 15,919,563 ​ $ 0.22 3.56 Expired ​ ( 150,000 ) ​ ​ 1.49 ​ — Exercised ​ ( 265,626 ) ​ ​ 0.15 ​ — Warrants outstanding at December 31, 2025, and March 31, 2026 15,503,937 ​ $ 0.22 2.36 ​ ​ ​ ​ ​ ​ ​ ​ Warrants exercisable at March 31, 2026 15,503,937 ​ $ 0.22 2.36 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 Expired ( 3,037,649 ) ​ ​ — ​ — Warrants outstanding at March 31, 2026 — ​ $ — — ​ Other ​ During the three months ended March 31, 2026, the Company entered into a consulting arrangement pursuant to which a consultant was granted equity interests in Vireo Health of Rocky Mountain, LLC, a consolidated subsidiary, in exchange for strategic advisory and consulting services to be provided over the contractual service period. The arrangement was accounted for as share-based compensation under ASC 718, Compensation—Stock Compensation. ​ The agreement also includes certain repurchase and exchange features that may be settled in securities of Vireo Growth Inc. Based on the terms of these provisions, the Company determined that liability classification was appropriate for certain 27 Table of Contents settlement features and recorded a derivative liability, which is remeasured to fair value each reporting period with changes in fair value recognized in earnings. ​ For the three months ended March 31, 2026, the Company recognized share-based compensation expense of $ 3.5 million related to this arrangement. ​ 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. ​ During the year ended December 31, 2025, 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 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 during the year ended December 31, 2025. 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 three months ended March 31, 2026 and 2025, the Company recognized $ 2.8 million and $ 1.3 million, 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, 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, and March 31, 2026 ​ 59,565,217 ​ $ 0.38 ​ ​ ​ ​ ​ ​ Vested at March 31, 2026 ​ 4,401,065 ​ $ 0.43 ​ ​ ​ 15. Commitments and Contingencies Legal proceedings Verano 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 the Company is $ 9.2 million consisting of the acquisition of $ 8.2 million of real property and $ 1.0 million in cash. ​ Lease commitments The Company leases various facilities, under non-cancelable finance and operating leases, which expire at various dates through September 2041. 28 Table of Contents ​ ​ 16. Selling, General and Administrative Expenses Selling, general and administrative expenses were comprised of the following items for the three months ended March 31, 2026 and 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 Salaries and benefits ​ $ 17.8 ​ $ 3.9 Professional fees ​ 2.8 ​ 1.4 Insurance expenses ​ 1.5 ​ 0.4 Occupancy costs ​ ​ 1.5 ​ ​ 0.7 Other expenses ​ 7.2 ​ 1.0 Total ​ $ 30.8 ​ $ 7.4 ​ ​ ​ 17. 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 CARES Employee Retention Credit was initially 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 later passed by the United States government, which extended and slightly expanded the qualified wage caps on these credits through December 31, 2021. Based on these additional provisions, the CARES Employee Retention Credit is now equal to 70% of qualified wages paid to employees during a quarter, and the limit on qualified wages per employee has been increased to $10,000 of qualified wages per quarter. The Company applied for and received a CARES Employee Retention Credit equal to $ 0 and $ 1.0 million, respectively, for the three months ended March 31, 2026 and 2025. These amounts were recorded in other income on the unaudited condensed consolidated statement of loss and comprehensive loss for the three months ended March 31, 2026 and 2025. ​ On May 25, 2023, the Company and Grown Rogue International, Inc. (“ 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 strategic agreement. As part of the termination agreement, the Company forfeited 4,500,000 of the previously granted 8,500,000 warrants. The Company’s remaining 4,000,000 warrants were revalued at a fair value of $ 0.9 million and $ 1.7 million at March 31, 2026 and December 31, 2025, respectively. The fair value was derived from a Black-Scholes valuation using a stock price of $ 0.30 , an exercise price of $ 0.162 , an expected life of 2.52 years, an annual risk free rate of 3.92 % , and volatility of 100 % . The three months ended March 31, 2026 saw a change in fair value of ($ 0.8 ) million , which was recorded as other expense in the statement of net loss and comprehensive loss for the three month period ended March 31, 2026. ​ ​ ​ ​ 29 Table of Contents 18. Segment Reporting ​ The Company utilized the guidance in ASC 280 to determine how many reportable segments the Company has. The Company considered various factors including, but not limited to, the Company’s products and services, production processes, customers, regulatory environment, and business geography, as well as the degree to which the Company’s Chief Operating Decision Maker evaluates the Company’s performance and allocates resources. The Company determined that cannabis is its one and only reportable segment because (a) the Company’s products and services are limited to various forms of cannabis products, (b) the Company’s customers include retail and wholesale customers, (c) the Company’s geography and regulatory environment are the United States, and (d) the Company’s Chief Operating Decision Maker assesses performance and allocates resources at the consolidated level. ​ The Company’s Chief Executive Officer serves as the Company’s Chief Operating Decision Maker. The Company’s Chief Operating Decision Maker assesses performance for the cannabis segment and decides how to allocate resources based on operating profit and net income that also is reported on the statement of net loss and comprehensive loss as consolidated net income. The measure of segment assets is reported on the balance sheet total as consolidated assets. The Company’s Chief Operating Decision Maker uses net income to evaluate income generated from segment assets in deciding the appropriate capital allocation strategy. A comparison of budgeted results to actual results is also used by the Company’s Chief Operating Decision Maker (as defined under GAAP) to assess business performance. ​ The Company’s cannabis segment cultivates, processes and distributes medical and adult-use cannabis products in a variety of formats, as well as related accessories, in the United States. 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 Note 2 “Summary of Significant Accounting Policies.” ​ 19. Supplemental Cash Flow Information (1) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ March 31 ​ ​ ​ ​ 2026 ​ ​ ​ 2025 Cash paid for interest ​ $ 7.9 ​ $ 7.1 Cash paid for income taxes ​ — ​ — Change in construction accrued expenses ​ ( 2.4 ) ​ ( 0.1 ) (1) For supplemental cash flow information related to leases, refer to Note 9 “Leases.” ​ 20. 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, and accounts receivable. A small portion of cash is held on hand, from which management believes the risk of loss is remote. Receivables relate primarily to wholesale sales. The Company does not have significant credit risk with respect to customers. The Company’s maximum credit risk exposure is equivalent to the carrying value of these instruments. The Company has been granted licenses pursuant to the laws of the states of Maryland, Minnesota, and New York with respect to cultivating, processing, and/or distributing marijuana. Presently, this industry is illegal under United States federal law. The Company has adhered, and intends to continue to adhere, strictly to the applicable state statutes in its operations. 30 Table of Contents 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 March 31, 2026, the Company’s financial liabilities consist of accounts payable and accrued liabilities, debt and convertible debt. The Company manages liquidity risk by reviewing its capital requirements on an ongoing basis. Historically, the Company’s main source of funding has been additional funding from investors and debt issuances. The Company’s access to financing is always uncertain. There can be no assurance of continued access to significant equity financing. Legal Risk Vireo Growth operates in the United States. The U.S. federal government regulates drugs through the CSA, which places controlled substances, including cannabis, in a schedule. Recent federal action, however, resulted in the rescheduling to Schedule III of (i) FDA-approved drug products containing marijuana and (ii) marijuana in any form covered by a state medical marijuana license. Regarding state-legal medical marijuana, the DEA also created a pathway for state medical marijuana licensees to register and continue operating compliantly under Schedule III. As a general matter, however, cannabis remains a Schedule I drug outside of the specific conditions outlined above. Under U.S. federal law, a Schedule I drug or substance has a high potential for abuse, has no accepted medical use in the U.S., and lacks accepted safety for use under medical supervision. Although the FDA has approved certain drugs containing marijuana, it has not approved marijuana itself as a safe and effective drug. In the U.S., marijuana is largely regulated at the state level. Despite recent federal action to align state medical licensing requirements with Schedule III registration requirements, state laws regulating adult-use cannabis are still in direct conflict with the federal CSA, which makes adult-use 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. Given the Company’s financial transactions are rarely denominated in a foreign currency, there is minimal foreign currency risk exposure. 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 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. ​ ​ 21. Related Party Transactions As of each of March 31, 2026 and December 31, 2025, the Company owed $ 4.4 million and $ 2.0 million, due to related parties. Details surrounding the lending relationships between the Company and Chicago Atlantic, are described in Note 11 “Long-Term Debt” and Note 12 “Convertible Notes.” During the three months ended March 31, 2026 and 2025, the Company paid Chicago Atlantic $ 1.5 million and $ 0 , respectively, for certain underwriting services, legal services, accounting services, data analytics services, and real estate services . 31 Table of Contents John Mazarakis, Vireo Growth’s Chief Executive Officer, is a partner of Chicago Atlantic Group, LP, an affiliate of Chicago Atlantic Admin. See "Item 13. Certain Relationships and Related Transactions and Director Independence" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for more information. ​ 22. Subsequent Events As previously disclosed, on December 22, 2025, the Company entered into a merger agreement pursuant to which a wholly owned subsidiary of the Company would merge with and into Eaze, Inc. (“ Eaze ”), with Eaze surviving as a wholly owned subsidiary (the “ Eaze Merger ”). The Eaze Merger was completed on April 1, 2026. ​ In connection with the closing of the Eaze Merger, the Company issued an aggregate of 90,379,591 subordinate voting shares as estimated closing consideration, of which a portion was delivered to a payment agent for distribution to former Eaze stockholders and a portion was placed into escrow. The estimated closing consideration is subject to customary post-closing adjustments, including adjustments for cash, indebtedness, transaction expenses, working capital and certain tax items. Former Eaze stockholders may also be entitled to receive additional subordinate voting shares in the form of earnout consideration based on the achievement of certain financial targets following December 31, 2026, subject to specified limitations. In addition, the Company will issue RSUs to certain Eaze employees in connection with the Eaze Merger, including (i) fully vested RSUs issued at closing and (ii) additional RSUs that vest based on continued employment and are tied to the achievement of earnout-related performance conditions. ​ On April 8, 2026, the Company entered into and concurrently closed a securities purchase agreement pursuant to which it acquired all of the issued and outstanding equity interests of The Hawthorne Gardening Company LLC and its subsidiaries from The Scotts Miracle-Gro Company. In connection with the transaction, the Company issued 213,000,000 subordinate voting shares at a deemed value of $ 0.60 per share, subject to customary post-closing adjustments, with a portion of such shares placed in escrow. The Company also issued warrants to purchase 80,000,000 subordinate voting shares at an exercise price of $ 0.85 per share, which are immediately exercisable and expire five years from the date of issuance. The shares issued as consideration and any shares issuable upon exercise of the warrants are subject to a lock-up arrangement with staged releases over a 24-month period. In addition, the parties entered into an investor rights agreement that provides the seller’s designee with certain registration rights, board designation rights, and participation rights in future equity offerings, subject to specified ownership thresholds. ​ On April 13, 2026, the Company and Glass House Brands Inc. (“ Glass House ”) announced the execution of a definitive agreement to form a joint venture to combine each party’s California dispensary operations, subject to the satisfaction of regulatory approvals and other customary closing conditions. Upon closing, each party is expected to contribute its respective California retail operations to the joint venture in exchange for a 50 % ownership interest. The proposed joint venture would combine the Company’s twelve dispensaries and home delivery operations located in California and acquired from Eaze, Inc. with Glass House’s eleven California retail locations. The combined retail platform is expected to be supported by a preferential supply agreement with Glass House. Under the terms of the agreement, beginning five years after closing, the Company will have an option to acquire Glass House’s ownership interest in the joint venture, and Glass House will have a reciprocal put right. ​ On April 23, 2026, the U.S. Department of Justice announced an order reclassifying certain FDA-approved marijuana products and cannabis products subject to qualifying state medical marijuana licenses from Schedule I to Schedule III under the Controlled Substances Act. The Department of Justice also announced an administrative hearing process to consider broader rescheduling of marijuana. The Company is currently evaluating the potential impact of these developments on its operations, tax position, and financial statements. ​ On April 30, 2026, Vireo entered into a definitive arrangement agreement to acquire all outstanding shares of FLUENT Corp. (“FLUENT”) in an all-stock transaction, pursuant to which FLUENT shareholders will receive 0.0705359 of a subordinate voting share of Vireo for each FLUENT share. The transaction has been unanimously approved by the boards of both companies (with interested directors abstaining from voting) following a review by an independent special committee of FLUENT and is subject to customary conditions, including Fluent shareholder approval, court and regulatory approvals, as well as the completion of a debt equitization of approximately $ 30 million of FLUENT indebtedness. The 32 Table of Contents agreement also contains certain covenants and agreements regarding the conduct of FLUENT’s business until the closing, including covenants requiring FLUENT and its subsidiaries to manage and operate their respective businesses in accordance with an operating budget that was approved by FLUENT’s board of directors and adopted by FLUENT in connection with the transaction. ​ ​ ​ ,