Vireo Growth Inc. 10-Q

Item 5. Other Information ​ Insider Trading Arrangements ​ 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). ​ Item 6. Exhibits ​ Exhibit No. ​ ​ ​ Description of Exhibit ​ 2.1+* ​ ​ 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) ​ ​ ​ 2.2+ ​ 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) ​ ​ ​ 2.3+* ​ 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) ​ ​ ​ 2.4+ ​ 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) ​ ​ ​ 3.1 ​ Articles of Vireo Growth Inc. dated June 25, 2024 (incorporated by reference to Exhibit 3.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023). ​ 3.2 ​ Certificate of Name Change, dated June 9, 2021 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed June 9, 2021). ​ 3.3 ​ Notice of Articles, dated June 9, 2021 (incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed June 9, 2021). ​ ​ ​ 3.4 ​ 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). ​ ​ ​ 10.1+* ​ 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) ​ ​ ​ 10.2+* ​ 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) ​ ​ ​ 10.3+* ​ 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 ​ ​ ​ 42 Table of Contents 31.1 ​ Rule 13a-14(a)/15d-14(a) certification of Chief Executive Officer ​ 31.2 ​ Rule 13a-14(a)/15d-14(a) certification of Chief Financial Officer ​ ​ ​ 32.1 ​ Section 1350 certification, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ​ 101 ​ 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. ​ ​ ​ 104 ​ The cover page from this Quarterly Report on Form 10-Q, formatted in Inline XBRL. ​ ​ * ​ 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. ​ ​ SIGNATURES 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. (Registrant) ​ ​ ​ Date: May 12, 2026 By: /s/ John Mazarakis ​ ​ Name: John Mazarakis ​ ​ Title: Chief Executive Officer and Co-Executive Chairman (principal executive officer) ​ ​ ​ ​ Date: May 12, 2026 By: /s/ Tyson Macdonald ​ ​ Name: Tyson Macdonald ​ ​ Title: Chief Financial Officer (principal financial officer) ​ ​ Date: May 12, 2026 By: /s/ Joseph Duxbury ​ ​ Name: Joseph Duxbury ​ ​ Title: Chief Accounting Officer (principal accounting officer) ​ ​ ​ ​ ​ ​ ​ 43