What changed in this filing

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Item 1. Financial Statements

2026-08-14 compared with 2026-05-12 · 563 added, 341 removed, 506 unchanged (64% of the section changed)

7 unchanged sentences

Marketable securities

Accounts receivable, net of credit losses of $ 1.8 million and $ 1.3 million, respectively

Accounts receivable, net

Income tax receivable

Supply Agreement Asset

Prepayments and other current assets

1 unchanged sentence

Notes receivable

Assets held for sale

Total current assets

7 unchanged sentences

Long-term debt, current portion

Right of use liability, current

Operating lease liabilities - current

Contingent consideration

Uncertain tax liability

1 unchanged sentence

Total current liabilities

Right-of-use liability

Finance lease liabilities

Operating lease liabilities

Long-term debt, net

7 unchanged sentences

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)

( 45,044,826 shares issued and outstanding at June 30, 2026, and 35,237,719 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)

( 7,718 shares issued and outstanding at June 30, 2026 and 7,773 at December 31, 2025)

Additional paid in capital

8 unchanged sentences

Three Months Ended

Six Months Ended

Cost of sales

5 unchanged sentences

Transaction related expenses

Stock-based compensation expenses

Total operating expenses

3 unchanged sentences

Interest expense on finance lease liabilities - Minnesota & New York

Interest income

Bargain purchase gain

Gain (loss) on disposal of assets and debt

Gain (loss) on change in the fair value of contingent consideration

5 unchanged sentences

Current income tax expenses

Net loss and comprehensive loss

Net loss per share - basic and diluted

Net income (loss) and comprehensive income (loss)

Net income (loss) per share - basic and diluted

Weighted average shares used in computation of net loss per share - basic and diluted

1,080,450,771

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

12 unchanged sentences

Warrants exercised

Balance at March 31, 2025

Shares issued in Wholesome acquisition

Shares issued in Proper acquisition

Shares issued in Deep Roots acquisition

Balance at June 30, 2025

Balance, January 1, 2026

1,057,131,571

Conversion of MVS shares

Stock-based compensation

Balance at March 31, 2026

1,057,201,771

Settlement of dilutive securities

Net settlement of stock-based compensation

Shares issued to joint venture partner

Shares and RSUs issued in Eaze acquisition

Shares and warrants issued in Hawthorne acquisition

Effect of share consolidation, including rounding of fractional shares

Balance at June 30, 2026

Additional Paid-

Stockholders'

Equity (deficiency)

Balance, April 1, 2025

Conversion of MVS shares

Stock-based compensation

Options exercised

Shares issued

Net settlement of stock-based compensation

Shares issued in Wholesome acquisition

Shares issued in Proper acquisition

Shares issued in Deep Roots acquisition

Balance at June 30, 2025

Balance, April 1, 2026

Stock-based compensation

Settlement of dilutive securities

Net settlement of stock-based compensation

Shares issued to joint venture partner

Shares issued in Eaze acquisition

Shares issued in Hawthorne acquisition

Effect of share consolidation, including rounding of fractional shares

Balance at June 30, 2026

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

3 unchanged sentences

Dollars, unaudited)

Three Months Ended March 31,

Six Months Ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES

6 unchanged sentences

Stock-based compensation

Warrants held

(Gain) loss on warrants held

Deferred income tax expense (benefit)

Derivative (gain) loss

Bargain purchase gain

Interest expense

2 unchanged sentences

(Gain) loss on change in the fair value of contingent consideration

Change in operating assets and liabilities:

Loss (gain) on disposal of assets

Change in operating assets and liabilities, net of acquisitions:

Accounts receivable

Prepaid expenses

Deferred income tax expense (benefit)

Purchase of marketable securities

Uncertain tax position liabilities

5 unchanged sentences

Purchases of property, plant, and equipment

Acquisition of Schwazze, net of cash received

Acquisition of Vireo Health of Rocky Mountain, net of cash paid

Acquisition of Eaze, net of cash paid

Acquisition of Hawthorne, net of cash paid

Acquisition of Bridgewell, net of cash paid

Acquisition of Wholesome, net of cash paid

Acquisition of Deep Roots, net of cash paid

Acquisition of Proper, net of cash paid

Investment in equity method investee

Capitalized software development costs

Proceeds from sale of assets held for sale

Net cash provided by (used in) investing activities

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from long-term debt, net of issuance costs

Proceeds from option exercises

Debt principal payments

7 unchanged sentences

Notes to Unaudited Condensed Consolidated Financial Statements

(Amounts in millions, except share and per share data)

Description of Business and Summary

4 unchanged sentences

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.

Vireo Growth operates cultivation, production, and dispensary facilities in California, Colorado, Florida, Maryland, Minnesota, Missouri, Nevada, New Mexico, New York, and Utah.

The Company allocates capital and talent to areas expected to generate long-term value.

On April 8, 2026, the Company completed the acquisition of The Hawthorne Gardening Company LLC and certain of its subsidiaries (" Hawthorne ") from The Scotts Miracle-Gro Company.

Together, these acquisitions represent the Company's strategic expansion into operations outside of the cannabis industry, and create a new non-cannabis reportable segment.

Hawthorne is a leading provider of nutrients, lighting, and other materials used for indoor and hydroponic gardening in North America.

Bridgewell is a global supplier of organic, non-GMO, and conventional food and agricultural products, including natural ingredients such as grains, flours, edible oils, beans, nuts, and specialty ingredients, serving food manufacturers and retailers.

See Note 3 for additional information regarding the acquisitions and Note 18 for segment information.

On June 1, 2026, Vireo Growth announced that its Board of Directors (the “ Board ”) approved a share consolidation of its Subordinate Voting Shares, Multiple Voting Shares, and Super Voting Shares at a ratio of 30 -for-1 (the " Share Consolidation "), pursuant to authority granted by the shareholders at the Company's annual general and special meeting held on May 29, 2026.

The Share Consolidation became effective at market open on the record date of June 5, 2026, at which time every thirty (30) issued and outstanding shares of each applicable class were consolidated into one (1) share of the same class, with no fractional shares issued.

Accordingly, all share and per share amounts have been retroactively adjusted to reflect the impact of the Share Consolidation for all periods presented herein.

Refer to Note 13 – Stockholders' Equity for additional information about the Share Consolidation.

While marijuana and CBD-infused products are legal under the laws of several U.S.

3 unchanged sentences

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 December 18, 2025, President Trump issued an executive order directing the United States Department of Justice 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.

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.

2 unchanged sentences

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.

This will allow state-licensed medical marijuana entities to deduct ordinary and necessary business expenses in the same manner currently allowed for other industries.

See Note 22 – Income Taxes for further discussion.

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.

Future rescheduling of adult-use marijuana to Schedule III remains subject to rulemaking process.

Summary of Significant Accounting Policies

Significant Accounting Policies

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.

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 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 except as noted below.

Segment Information

As a result of the Company's acquisitions of Hawthorne in April 2026 and Bridgewell in June 2026, the Company expanded its operations beyond cannabis into the supply of horticultural and agricultural products to a broader customer base outside of the cannabis industry.

Following these acquisitions, the Company reassessed its segment structure in accordance with Accounting Standards Codification (“ ASC ”) 280, Segment Reporting , and determined that it has two reportable segments:

(i) Cannabis, which cultivates, processes, and distributes medical and adult-use cannabis products and related accessories in the United States, and (ii) Non-Cannabis, which provides nutrients, lighting, and other materials used for indoor and hydroponic gardening, and supplies organic and non-GMO agricultural commodities and food ingredients to manufacturers in the United States.

The Company's Chief Executive Officer continues to serve as the Company's Chief Operating Decision Maker ("CODM"), and assesses segment performance and allocates resources primarily based on segment operating income (loss), but also based on segment revenues, product costs, operating expenses and gross profit, which is reconciled to consolidated net income (loss) as reported on the statement of net loss and comprehensive loss.

See Note 18 – Segment Information for additional disclosures required by ASC 280, including the significant expense categories reviewed by the CODM and segment net income (loss) reconciled to consolidated results.

Equity Method Investments

On June 18, 2026, the Company acquired an indirect 49 % equity interest in HA-MD, LLC ("HA-MD"), the sole owner of Chesapeake Integrated Health Institute, LLC and Maryland Alternative Relief, LLC, pursuant to a membership interest purchase agreement dated November 3, 2025 (the "HA-MD Transaction").

HA-MD operates two dispensaries in Maryland.

As consideration, the Company issued 37,035 shares valued at $ 0.4 million, issued a $ 0.4 million promissory note, and paid $ 0.4 million in cash to the sellers.

In addition, the Company invested $ 4.9 million in HA-MD to repay all outstanding debt obligations and fund certain capital expenditures.

The Company concluded it does not have control but does have the ability to exercise significant influence over the operating and financial policies of HA-MD the investee, and accordingly accounts for this investment under the equity method in accordance with ASC 323, Investments—Equity Method and Joint Ventures .

Under the equity method, the investment is initially recorded at cost and subsequently adjusted for the Company's proportionate share of the investee's net income or loss, which is recognized within equity in earnings (losses) of equity method investee in the condensed consolidated statements of operations, as well as for contributions made, distributions received, and other comprehensive income items, if any.

The Company evaluates its equity method

investment for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable, and records an impairment charge if a decline in value is determined to be other-than-temporary.

Basis of presentation

2 unchanged sentences

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.

In the opinion of management, the financial data presented includes all adjustments, consisting of normal recurring 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.

2 unchanged sentences

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

Minnesota, USA

Maryland, USA

Vireo Health of Minnesota, LLC

Minnesota, USA

MJ Distributing C201, LLC

MJ Distributing P132, LLC

Resurgent Biosciences, Inc.

Delaware, USA

Verdant Grove, LLC

Delaware, USA

Vireo Health de Puerto Rico, LLC

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

Vireo Health of Nevada I, LLC

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.

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.

Deep Roots Aria AcqCo, Inc.

Deep Roots Operating, Inc.

Deep Roots Properties, LLC

WC Staffing, LLC

Wholesome Goods, LLC

Wholesome Ag, LLC

Wholesome Direct, LLC

Wholesome Therapy, LLC

Arches IP, Inc.

Delaware, USA

The entities listed above were formed or acquired to support the intended operations of the Company.

These unaudited condensed consolidated financial statements include the accounts of the entities that were wholly owned, or effectively controlled by the Company during the period ended June 30, 2026.

Variable Interest Entities

The Company consolidates entities in which it holds a variable interest and is the primary beneficiary.

On March 31, 2026, the Company's subsidiary transferred a 51 % equity interest in Vireo Health of New York LLC ("VHNY") to a third party, retaining the remaining 49 % equity interest.

The Company determined that VHNY is a VIE and that it remains the primary beneficiary based on its power to direct VHNY's most significant activities and its obligation to absorb losses and right to receive benefits that could be significant to VHNY.

Accordingly, the Company continues to consolidate VHNY.

Total VHNY assets and liabilities consolidated as of June 30, 2026, were $ 28.8 million and $ 6.1 million, respectively.

The entity listed above was 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.

4 unchanged sentences

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 ”).

Potential dilutive subordinate voting share equivalents consist of stock options, warrants, convertible debt, 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

The Company recorded a net loss for the three and six month periods ended June 30, 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 as of June 30, 2026 and 2025, were as follows:

Stock options

Convertible debt

Shares in escrow

Contingent consideration

Revenue Recognition

2 unchanged sentences

The following table represents the Company’s disaggregated revenue by source:

Six Months Ended

Three Months Ended

Retail - Cannabis

Wholesale - Cannabis

New accounting pronouncements not yet adopted

In November 2024, the Financial Accounting Standards Board (" FASB ") issued Accounting Standards Update (" ASU ") 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (" ASU 2024-03 "), which requires disaggregated disclosures of certain costs and expenses, including purchases of inventory, employee compensation, depreciation, amortization and depletion, within relevant income statement captions.

ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods beginning with the first quarter ended March 31, 2027.

Early adoption and retrospective application is permitted.

The Company is currently evaluating the impact of this guidance on the Company's future consolidated financial statements.

Business Combinations and Dispositions

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.

On December 22, 2025, the Company entered into an agreement and plan of merger (the " Eaze Initial Merger Agreement ") to acquire Eaze Inc.

(" Eaze "), a vertically-integrated cannabis retailer and delivery technology platform with operations in California, Florida, and Colorado, pursuant to which a wholly-owned subsidiary of the Company would merge with and into Eaze, with Eaze surviving as a wholly-owned subsidiary of the Company (the " Eaze Merger ").

On April 1, 2026, the Eaze Initial Merger Agreement was subsequently amended by an Amendment to the Eaze Initial Merger Agreement (the “ Eaze Amendment ” and together with the Eaze Initial Merger Agreement, the “ Eaze Merger

Agreement ”), which amended the earnout payment calculation mechanics under the Eaze Initial Merger Agreement and effected certain conforming changes.

On April 1, 2026, the Eaze Merger was completed.

The Company completed the Eaze Merger primarily to expand its retail and delivery platform capabilities and accelerate its entry into the California and Florida cannabis markets, two of the largest regulated cannabis markets in the United States, while deepening its existing presence in Colorado.

Pursuant to the Eaze Merger Agreement, the Company issued 3,012,653 subordinate voting shares (the " Eaze Shares ").

Of the Eaze Shares issued, 2,711,388 were delivered to Odyssey Trust Company in its capacity as payment agent for distribution to former Eaze stockholders, and 301,265 (representing 10 % of the Eaze Shares issued as part of the Estimated Closing Merger Consideration (as defined in the Eaze Merger Agreement)) were delivered to Odyssey Trust Company as escrow agent.

The Eaze Shares issued in respect of the Estimated Closing Merger Consideration remain subject to a post-closing purchase price adjustment.

Pursuant to the Eaze Merger Agreement, former stockholders of Eaze may receive additional subordinate voting shares of the Company pursuant to earnout payments following December 31, 2026, adjusted for certain items as described in the Earn-Out Amount (as defined in the Eaze Merger Agreement) in the Eaze Merger Agreement, including certain fees payable in connection with the above purchase price adjustment if not otherwise paid by the stockholder representative, certain equipment lease expenses, and tax items, and paid out using a share price for the subordinate voting shares of the Company of the higher of $ 31.50 or the 20 -day volume weighted average price of the subordinate voting shares of the Company as of the trading day immediately prior to December 31, 2026.

In no event shall the number of subordinate voting shares of the Company issued in respect of earnout payments under the Eaze Merger Agreement exceed the number of subordinate voting shares of the Company issued as closing merger consideration under the Eaze 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 Eaze 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 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.

The goodwill arising from the Eaze Merger, which relates to the cannabis segment, primarily consists of the synergies and economies of scale expected from combining the operations of the Company and Eaze, including expanding the Company's retail and delivery footprint into California and Florida, acquiring an assembled workforce, and enhancing the Company's intellectual property portfolio.

These benefits were not recognized separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets.

Of the total goodwill recognized, $ 0 is expected to be deductible for income tax purposes.

The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed.

The fair values were determined based upon a preliminary valuation and the estimates and assumptions used in such valuation are pending completion and subject to change.

Certain estimated values for the Eaze Merger, including the valuation of intangibles and income taxes (including deferred taxes and associated valuation allowances), are not yet finalized, and the preliminary purchase price allocations are subject to change as the Company completes its analysis of the fair value at the date of acquisition.

The Company will continue to obtain information necessary to finalize the fair values, which may differ materially from these preliminary estimates.

The final valuation will be completed within the one-year measurement period, and any measurement period adjustments will be applied in the reporting period in which the adjustments are determined .

Cash and cash equivalents

Other current assets

Property and equipment

Operating lease, right-of-use asset

Indemnified Tax Asset

Deferred tax asset

Intangible assets

Accounts payable and accrued liabilities

Right-of-use liability

Uncertain tax liability

Total liabilities

Net assets acquired

Consideration:

Share consideration

Contingent consideration

Total Consideration

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.

The fair value of the cannabis licenses and developed technology was determined using Level 3 inputs, as the valuation relied on unobservable inputs reflecting management's assumptions about the assumptions that market participants would use in pricing the assets.

The consideration for the Eaze Merger includes a potential earn-out payment based upon the achievement of certain milestones and relative thresholds during the earn out measurement period which ends on December 31, 2026, the fair value of which on the acquisition date is $ 9.5 million.

The fair value of the contingent consideration arrangement was classified within Level 3 and was determined using a probability-based scenario analysis approach.

As of June 30, 2026, the fair value of the contingent consideration was $ 8.3 million with amounts recorded in current liabilities in the Unaudited Condensed Consolidated Balance Sheets.

During the three and six months ended June 30, 2026, the Company recognized a gain (loss) of $ 1.2 million related to the change in the fair value of contingent consideration in earnings related to the remeasurement of this liability

As part of the Eaze Merger, the Eaze stockholders contractually agreed to indemnify the Company for certain pre-closing liabilities, including those related to unpaid uncertain tax liabilities.

On April 1, 2026, the Company recognized a liability of $ 23.0 million for uncertain taxes payable 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 $ 23.0 million , measured on the same basis as the related liability .

The indemnification asset was classified as a non-current asset in the Company’s condensed consolidated balance sheet as of June 30, 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 June 30, 2026, there have been no changes in the estimated amount of indemnified tax exposure or the related asset.

Since the acquisition date, Eaze contributed revenue of $ 34.8 million and net loss of $ 1.8 million to the Company's consolidated statement of operations for the three and six months ended June 30, 2026.

Supplemental pro forma information (unaudited) for Eaze

The following unaudited pro forma information gives effect to the Eaze Merger as if it had occurred on January 1, 2025, and includes adjustments for amortization on acquired intangible assets, transaction expenses, and related tax effects.

This information is presented for informational purposes only and is not necessarily indicative of actual or future results of operations.

Proforma revenues attributable to subordinate voting shareholders for the three and six month periods ended June 30, 2026, were $ 209.3 million and $ 350.8 million, respectively.

Proforma net loss attributable to subordinate voting shareholders for the three and six month period ended June 30, 2026 was $ 0.1 million and $ 20.9 million, respectively.

Proforma revenues attributable to subordinate voting shareholders for the three and six month periods ended June 30, 2025, were $ 82.3 million and $ 141.5 million, respectively.

Proforma net loss attributable to subordinate voting shareholders for the three and six month period ended June 30, 2025 was $ 26.5 million and $ 38.6 million, respectively.

On April 8, 2026, the Company completed the acquisition of all of the issued and outstanding equity interests of The Hawthorne Gardening Company LLC and its direct subsidiaries, HGCI LLC and Hawthorne Hydroponics LLC (collectively, " Hawthorne "), from a subsidiary of The Scotts Miracle-Gro Company (" SMG ") pursuant to a Securities Purchase Agreement (the " Hawthorne SPA "), which was entered into on April 8, 2026 (the “ Hawthorne Acquisition ”).

Hawthorne is a leading provider of nutrients, lighting, and other materials used for indoor and hydroponic gardening in North America.

Pursuant to the Hawthorne SPA, the Company issued 7,100,000 subordinate voting shares (the " Hawthorne Shares ") to Good Dog Holdings LLC, as SMG’s designee.

Of the Hawthorne Shares issued, 166,667 were placed in escrow, subject to customary post-closing purchase price adjustments.

In addition, the Company issued warrants to purchase 2,666,667 subordinate voting shares (the "Hawthorne Warrants") at an exercise price of $ 25.50 per share with a five-year term.

The Hawthorne Warrants were measured at fair value as of the acquisition date using the Black-Scholes option-pricing model, with the following key assumptions:

stock price of $ 11.79 , exercise price of US $ 25.50 , expected term of 5 years, risk-free interest rate of 3.95 % , expected volatility of 100 % , and an expected dividend yield of 0 % .

The resulting fair value was included as a component of total consideration transferred.

The Company determined that the Hawthorne Acquisition should be accounted for as a business combination.

The fair value of the identifiable net assets acquired exceeded the fair value of the consideration transferred, resulting in a bargain purchase.

In accordance with ASC 805, before recognizing a gain on bargain purchase, the Company reassessed whether all assets acquired and liabilities assumed had been identified and whether the recognition and measurement of those identifiable assets acquired, liabilities assumed, and the consideration transferred, including the valuation of the Company's equity issued as consideration, were appropriately measured as of the acquisition date.

After completing this reassessment, the Company concluded that the measurements were appropriate and recognized the resulting excess of $ 21.7 million as a gain on bargain purchase within other income on the condensed consolidated statement of net loss and comprehensive loss for the three and six months ended June 30, 2026.

No goodwill was recorded in connection with the Hawthorne Acquisition.

The bargain purchase gain arose primarily because the Hawthorne Shares were valued for accounting purposes based on the Company's closing share price of $ 11.79 immediately prior to the acquisition date, which was lower than the $ 18.00 deemed price per share negotiated by the parties under the Hawthorne SPA for purposes of determining the number of subordinate voting shares issued.

The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed.

The fair values were determined based upon a preliminary valuation and the estimates and assumptions used in such valuation are pending completion and subject to change.

Certain estimated values for the Hawthorne Acquisition, including the valuation of intangibles and income taxes (including deferred taxes and associated valuation allowances), are not yet finalized, and the preliminary purchase price allocations

are subject to change as the Company completes its analysis of the fair value at the date of acquisition.

The Company will continue to obtain information necessary to finalize the fair values, which may differ materially from these preliminary estimates.

The final valuation will be completed within the one-year measurement period, and any measurement period adjustments will be applied in the reporting period in which the adjustments are determined .

Cash and cash equivalents

Inventory supply agreement asset

Prepaid expenses and other current assets

Property and equipment

Operating lease, right-of-use asset

Intangible assets

Accounts payable and accrued liabilities

Deferred tax liabilities

Right-of-use liability

Total liabilities

Net assets acquired

Consideration:

Share and warrant consideration

Bargain purchase gain

Total Consideration

The Company identified one identifiable intangible asset acquired in connection with the Hawthorne acquisition:

customer relationships, valued at approximately $ 6.9 million.

The customer relationship intangible asset was valued using an income approach, reflecting the estimated future cash flows expected to be derived from the acquired customer relationships, and is being amortized on a straight-line basis over an estimated useful life of eight years , consistent with the pattern in which the economic benefits of the customer relationships are expected to be realized.

In connection with the Hawthorne Acquisition, the Company entered into a letter agreement with SMG pursuant to which SMG would provide the Company with credit for $ 22.5 million of services and products under a contract manufacturing agreement to be provided over two years , subject to a utilization cap of $ 5.5 million per six-month period plus limited rollover.

Any unused credit at the end of the term is forfeited.

Consideration for this arrangement was provided via the shares and warrants issued in connection with the Hawthorne Acquisition.

Since the acquisition date, Hawthorne contributed revenue of $ 24.8 million and net loss of $ 0.2 million to the Company's consolidated statement of operations for the three and six months ended June 30, 2026.

Supplemental pro forma information (unaudited) for Hawthorne

The following unaudited pro forma information gives effect to the Hawthorne Acquisition as if it had occurred on January 1, 2025, and includes adjustments for amortization on acquired intangible assets, transaction expenses, and related tax effects.

This information is presented for informational purposes only and is not necessarily indicative of actual or future results of operations.

Proforma revenues attributable to subordinate voting shareholders for the three and six month periods ended June 30, 2026, were $ 211.1 million and $ 343.9 million, respectively.

Proforma net income (loss) attributable to subordinate voting shareholders for the three and six month period ended June 30, 2026 was $ 0.4 million and ($ 11.2 ) million, respectively.

Proforma revenues attributable to subordinate voting shareholders for the three and six month periods ended June 30, 2025, were $ 78.4 million and $ 133.8 million, respectively.

Proforma net loss attributable to subordinate voting shareholders for the three and six month period ended June 30, 2025 was $ 15.2 million and $ 30.6 million, respectively.

On June 5, 2026, the Company completed the acquisition of all of the issued and outstanding partnership interests of Agribusiness Holdings Limited Partnership, including its subsidiary Bridgewell Agribusiness LLC and certain other subsidiaries (collectively, “ Bridgewell ”) from certain sellers named therein (the " Bridgewell Sellers "), pursuant to a Securities Purchase Agreement (the " Bridgewell SPA "), which was entered into on June 5, 2026

(the “ Bridgewell Acquisition ”).

Bridgewell is a supplier of organic and non-GMO agricultural commodities and food ingredients to manufacturers.

The aggregate consideration for the Bridgewell Acquisition was based on a base purchase price of $ 40.0 million, subject to adjustments for assumed indebtedness remaining outstanding following closing and the assumption of certain transaction expenses.

After giving effect to such adjustments, the closing purchase price was approximately $ 14.3 million.

At closing, the Company issued to the Bridgewell Sellers unsecured, subordinated convertible promissory notes (collectively, the " Bridgewell Convertible Notes ") with an aggregate principal amount equal to the closing purchase price, in proportion to each Bridgewell Seller's pro rata interest.

The Bridgewell Convertible Notes will convert on or after the second anniversary of closing into an aggregate estimated 734,551 subordinate voting shares of the Company at a deemed conversion price of $ 18.60 per share, subject to final adjustment in accordance with the terms of the Bridgewell SPA.

In addition, a subordinated promissory note was issued by Agribusiness Holdings Limited Partnership in favor of one of the Bridgewell Sellers, which constitutes additional assumed indebtedness.

The Company determined that the Bridgewell Acquisition should be accounted for as a business combination.

Goodwill represents the premium the Company paid over the fair value of the net tangible and identifiable intangible assets acquired.

The goodwill arising from the Bridgewell Acquisition primarily consists of the synergies and economies of scale expected from combining the operations of the Company and Bridgewell, including expanding the Company's ancillary supply chain and procurement platform, deepening existing supplier relationships, and acquiring an assembled workforce.

These benefits were not recognized separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets.

Of the total goodwill recognized, $ 21.5 million is expected to be deductible for income tax purposes.

The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed.

The fair values were determined based upon a preliminary valuation and the estimates and assumptions used in such valuation are pending completion and subject to change.

Certain estimated values for the Bridgewell Acquisition, including the valuation of intangibles and income taxes (including deferred taxes and associated valuation allowances), are not yet finalized, and the preliminary purchase price allocations are subject to change as the Company completes its analysis of the fair value at the date of acquisition.

The Company will continue to obtain information necessary to finalize the fair values, which may differ materially from these preliminary estimates.

The final valuation will be completed within the one-year measurement period, and any measurement period adjustments will be applied in the reporting period in which the adjustments are determined.

Cash and cash equivalents

Restricted cash

Other current assets

Property and equipment

Operating lease, right-of-use asset

Intangible assets

Accounts payable and accrued liabilities

Right-of-use liability

Long-term debt, net

Total liabilities

Net assets acquired

Consideration:

Convertible debt

Total Consideration

Customer relationships represent Bridgewell's established relationships with manufacturer customers for organic and non-GMO agricultural commodities and food ingredients.

The customer relationships were valued at approximately $ 7.7 million using the multi-period excess earnings method, a Level 3 valuation technique, and are being amortized on a straight-line basis over an estimated useful life of 8 years , representing the period over which the Company expects to receive economic benefit from the acquired customer relationships.

The trademark represents the Bridgewell trade name and associated brand recognition in the organic and non-GMO agricultural commodities and food ingredients market.

The trademark was valued at approximately $ 4.5 million using the relief-from-royalty method, a Level 3 valuation technique, and is being amortized on a straight-line basis over an estimated useful life of 11 years .

Since the acquisition date, Bridgewell contributed revenue of $ 8.7 million and net loss of $ 0.1 million to the Company's consolidated statement of operations for the three and six months ended June 30, 2026.

Supplemental pro forma information (unaudited) for Bridgewell

The following unaudited pro forma information gives effect to the Bridgewell Acquisition as if it had occurred on January 1, 2025, and includes adjustments for amortization on acquired intangible assets, interest expense, transaction expenses and related tax effects.

This information is presented for informational purposes only and is not necessarily indicative of actual or future results of operations.

Proforma revenues attributable to subordinate voting shareholders for the three and six month periods ended June 30, 2026, were $ 236.4 million and $ 382.2 million, respectively.

Proforma net loss attributable to subordinate voting shareholders for the three and six month period ended June 30, 2026 was $ 4.7 million and $ 25.7 million, respectively.

Proforma revenues attributable to subordinate voting shareholders for the three and six month periods ended June 30, 2025, were $ 98.1 million and $ 173.9 million, respectively.

Proforma net loss attributable to subordinate voting shareholders for the three and six month period ended June 30, 2025 was $ 15.0 million and $ 24.3 million, respectively.

Vireo Health of Rocky Mountain

Vireo Health of Colorado, LLC, a Colorado limited liability company and wholly-owned subsidiary of the Company (" VHC "), and CO Acquisition Vehicle, LLC, a Delaware limited liability company (" CO Acquisition "), acquired all of the issued and outstanding 13 % Senior Secured Convertible Notes due December 7, 2026 (the " Senior Secured Notes ") of Medicine Man Technologies, Inc.

d/b/a Schwazze (" Schwazze ").

These Senior Secured Notes acquired by VHC were carried as notes receivable on the Company's consolidated balance sheet as of December 31, 2025.

In connection with this position, VHC entered into a restructuring support agreement (the " RSA ") with Schwazze and certain related entities on October 10, 2025, setting forth a plan to restructure Schwazze's operations and capital structure through (i) the sale of certain assets representing a majority of the total assets of Schwazze and its subsidiaries (the " Asset Sale ") to a newly-formed entity, Vireo Health of Rocky Mountain, LLC, a Delaware limited liability company (" Vireo Health of Rocky Mountain "), and (ii) the liquidation of Schwazze's remaining assets and wind-down of its remaining operations following the Asset Sale.

The Company did not obtain control of, and did not acquire, Schwazze’s remaining assets that were separately liquidated and wound down and the Company's acquisition is limited to the assets transferred to Vireo Health of Rocky Mountain in the Asset Sale as further described below.

The RSA provided for the Asset Sale to be effected by way of a public disposition of collateral under §§ 9-610 and 9-611 of the Uniform Commercial Code.

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, submitted a winning credit bid of approximately $ 111.0 million principal amount of the Senior Secured Notes on behalf of VHC and other noteholders (the " Credit Bid ").

Following the public 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 " Schwazze Asset Purchase Agreement ").

Separately from its position as a holder of the Senior Secured Notes, CO Acquisition also acted as a borrower under a new, unrelated term loan facility.

On September 30, 2025, CO Acquisition entered into a Loan and Security Agreement (as amended, the " CO Acquisition LSA ") with Chicago Atlantic Admin, LLC, as administrative agent, and the lenders party thereto (the " CO Acquisition Lenders "), providing for total commitments of $ 26.0 million, of which $ 25.0 million was advanced on closing date of the CO Acquisition LSA ($ 10.0 million disbursed to CO Acquisition and $ 15.0 million held in reserve).

On February 26, 2026, CO Acquisition and the CO Acquisition Lenders entered into a First Amendment to the CO Acquisition LSA, pursuant to which the remaining $ 15.0 million held in reserve was released.

On February 27, 2026, the Company acquired CO Acquisition as part of the Asset Sale, and the CO Acquisition LSA was recognized as an assumed liability in purchase accounting at its face value, which the Company determined approximated fair value given the CO Acquisition LSA's recent origination at market terms.

On March 19, 2026 (the " Schwazze Closing Date "), pursuant to the Schwazze Asset Purchase Agreement, Schwazze transferred 45 dispensaries in Colorado and New Mexico and two manufacturing facilities (one in each of Colorado and New Mexico) to Vireo Health of Rocky Mountain and certain of its designated subsidiaries, in exchange for (i) discharge of the Senior Secured Notes via the Credit Bid and (ii) the assumption of certain specified liabilities of Schwazze.

In connection with the closing of the Asset Sale, the collateral agent distributed equity interests in Vireo Health of Rocky Mountain to an indirect wholly-owned subsidiary of the Company.

As a result of the closing of the Asset Sale, the Company obtained a majority ownership interest in, and control of, Vireo Health of Rocky Mountain as of the Schwazze Closing Date.

Vireo Health of Rocky Mountain did not hold or control the transferred assets, prior to the Schwazze Closing Date.

The Company determined the Asset Sale should be accounted for as a business combination, with an acquisition date of March 19, 2026.

Goodwill represents the premium the Company paid over the fair value of the net tangible and identifiable intangible assets acquired.

The goodwill arising from the Asset Sale, which relates to the Company's Cannabis segment, 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.

Of the total goodwill recognized, $ 38.2 million is expected to be deductible for income tax purposes.

The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed.

The fair values were determined based upon a preliminary valuation, and the estimates and assumptions used in such valuation are pending completion and subject to change.

Certain estimated values for the Asset Sale, including the valuation of intangibles and income taxes (including deferred taxes and associated valuation allowances), are not yet finalized, and the preliminary purchase price allocation is subject to change as the Company completes its analysis of the fair value at the acquisition date.

The Company will continue to obtain information necessary to finalize the fair values, which may differ materially from these preliminary estimates.

The final valuation will be completed within the one-year measurement period, and any measurement period adjustments will be applied in the reporting period in which the adjustments are determined.

Vireo Health of Rocky Mountain

Cash and cash equivalents

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Consideration:

Share consideration

Notes receivable exchanged for net assets

Total Consideration

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.

The acquired intangible assets include cannabis licenses, which are treated as definite-lived intangible assets amortized over a 15-year useful life.

The fair value of the cannabis licenses was determined using Level 3 inputs, as the valuation relied on unobservable inputs reflecting management's assumptions about the assumptions that market participants would use in pricing the assets.

Since the acquisition date, Vireo Health of Rocky Mountain contributed revenue of $ 42.7 million and net loss of $ 7.8 million to the Company's consolidated statement of operations for the six months ended June 30, 2026.

For the three months ended June 30, 2026, Vireo Health of Rocky Mountain contributed $ 38.7 million of revenue and net loss of $ 4.6 million to the Company’s consolidated statement of operations.

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.

The following unaudited pro forma information gives effect to the Asset Sale as if it had occurred on January 1, 2025, and includes adjustments for amortization on acquired intangible assets, interest expense, and related tax effects.

This information is presented for informational purposes only and is not necessarily indicative of actual or future results of operations.

Proforma revenues attributable to subordinate voting shareholders for the three and six month periods ended June 30, 2026, were $ 209.3 million and $ 333.6 million, respectively.

Proforma net income (loss) attributable to subordinate

voting shareholders for the three and six month period ended June 30, 2026 was $ 0.7 million and ($ 10.6 ) million, respectively.

Proforma revenues attributable to subordinate voting shareholders for the three and six month periods ended June 30, 2025, were $ 80.2 million and $ 137.3 million, respectively.

Proforma net loss attributable to subordinate voting shareholders for the three and six month period ended June 30, 2025 was $ 21.5 million and $ 32.4 million, respectively.

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.

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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 $ 15.60 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.

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,

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.

On May 12, 2025, the Company closed the Wholesome Merger contemplated by the Wholesome Merger Agreement.

25 unchanged sentences

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

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 of June 30, 2026, the Company has recorded a contingent consideration liability of $ 25.6 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 through the earn out measurement period ending December 31, 2026.

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 and six months ended June 30, 2026, the Company recognized a loss of $ 7.4 million and $ 6.4 million, respectively, 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.

1 unchanged sentence

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.

As of June 30, 2026, there have been no changes in the estimated amount of indemnified tax exposure or the related asset.

On June 5, 2025, the Company closed the Proper Mergers contemplated by the Proper Merger Agreement.

25 unchanged sentences

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.

As of June 30, 2026, the Company recorded a contingent consideration liability of $ 3.5 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 through the earn out measurement period ending December 31, 2026.

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.

During the three and six months ended June 30, 2026, the Company recognized a gain of $ 3.7 million and $ 0.4 million, respectively, 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.

1 unchanged sentence

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 .

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 indemnified tax exposure or the related asset.

As of June 30, 2026, there were no changes in the estimated amount of indemnified tax exposure or the related asset.

On June 6, 2025, the Company closed the Deep Roots Merger contemplated by the Merger Agreement with Deep Roots (the “ Deep Roots Merger Agreement ”).

28 unchanged sentences

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.

As of June 30, 2026, the Company recorded a contingent consideration asset of $ 0.9 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 through the earn out measurement period ending December 31, 2026.

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 and six months ended June 30, 2026, the Company recognized a gain of $ 5.5 million and $ 2.3 million, respectively, related to the change in the fair value of contingent consideration in earnings related to the remeasurement of this liability.

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.

As of June 30, 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.

On December 16, 2025, the Company entered into an Asset Purchase Agreement (the “ PharmaCann 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.

In connection with the PharmaCann APA, VHC entered into a Management Services Agreement (the “PharmaCann MSA ”), dated December 16, 2025, pursuant to which VHC agreed to provide certain management services to certain of PharmaCann’s subsidiaries 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.

For the three and six months ended June 30, 2026, the Company recognized management services income of $ 4.6 million and $ 4.9 million, respectively, 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 3,024,691 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.

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 %.

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 PharmaCann APA had not yet closed as of June 30, 2026, and therefore the Company does not have control, as defined by GAAP, over the PharmaCann assets.

Change in Ownership of Vireo Health of New York LLC

On March 31, 2026, Vireo Health Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Company (“ Vireo Health ”), 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 Vireo Health holds the remaining 49 % of the membership interests in VHNY.

Under the Operating Agreement, distributions of available cash from VHNY are to be made first to Vireo Health until it has recovered specified amounts, including its initial contribution deemed to be $ 35 million, certain transaction expenses, any additional capital contributions, any additional operating losses, 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

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.

The Operating Agreement also includes customary transfer restrictions, rights of first refusal and drag-along provisions, as well as dispute resolution and limitation of liability provisions.

Notwithstanding the reduction in its ownership interest from 100 % to 49 %, management has concluded that VHNY continues to meet the definition of a variable interest entity ("VIE") under GAAP, and that the Company, via Vireo Health, remains the primary beneficiary of VHNY based on its power to direct VHNY's most significant activities and its obligation to absorb losses and right to receive benefits that could be significant to VHNY.

Accordingly, the Company continues to consolidate VHNY in its condensed consolidated financial statements.

Fair Value Measurements

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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.

The Company's non-financial assets, such as prepayments and other current assets, long-lived assets, including property and equipment, and intangible assets, are tested for impairment when indicators of impairment exist and are recorded at fair value only if an impairment charge is recognized.

No impairment charges were recorded for the three and six months ended June 30, 2026 or 2025.

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.

The carrying value of the Company's long-term debt and convertible debt approximates fair value, using Level 2 inputs, 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.

The Company's derivative liability, warrants held, contingent consideration, and investments are measured at fair value on a recurring basis using Level 3 inputs, given there is no market activity for these assets and liabilities.

Accounts Receivable

Trade receivables as of March 31, 2026 and December 31, 2025 were comprised of the following items:

Trade receivables, net

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.

Inventory as of March 31, 2026 and December 31, 2025 was comprised of the following items:

Trade receivables as of June 30, 2026 and December 31, 2025 were comprised of the following items:

Trade receivables, net - cannabis

Trade receivables, net - non-cannabis

Included in the trade receivables, net balance at June 30, 2026, and December 31, 2025, was an allowance for credit losses of $ 2.4 million and $ 1.3 million, respectively.

Inventory as of June 30, 2026 and December 31, 2025 was comprised of the following items:

Work-in-progress

1 unchanged sentence

Non-cash fair value step up

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 .

Production supplies

Non-cannabis inventory

In connection with the closing of the various acquisitions described in Note 3, 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 $ 6.5 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.

During the three months ended June 30, 2026 and 2025, $ 2.7 million and $ 4.2 million, respectively, of amortization associated with this fair value step-up was recorded.

During the six months ended June 30, 2026 and 2025, $ 3.0 million and $ 4.2 million, 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 and six month periods ended June 30, 2026.

Property and Equipment, Net

As of March 31, 2026 and December 31, 2025, the Company’s property and equipment, net consisted of the following:

As of June 30, 2026 and December 31, 2025, the Company’s property and equipment, net consisted of the following:

Buildings and leasehold improvements

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accumulated depreciation

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.

For the six months ended June 30, 2026 and 2025, total depreciation on property and equipment was $ 9.9 million and $ 1.9 million, respectively.

For the three months ended June 30, 2026 and 2025, total depreciation on property and equipment was $ 5.9 million and $ 1.3 million, respectively.

The Company capitalized $ 7.1 million and $ 1.4 million into inventory relating to depreciation associated with manufacturing equipment and production facilities for the six months ended June 30, 2026 and 2025, respectively, and $ 4.2 million and $ 0.9 million for the three months ended June 30, 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 of each of June 30, 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.

Components of the Company’s lease expenses as of March 31, 2026 and 2025 are listed below:

Components of the Company’s lease expenses for the three and six months periods ended June 30, 2026 and 2025 are listed below:

Six Months Ended

Three Months Ended

Finance lease cost

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Finance Leases

March 31, 2026

June 30, 2026

Total minimum lease payments

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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:

Supplemental cash flow information related to the Company’s leases for the three and six months ended June 30, 2026 and 2025 is detailed below:

Six Months Ended

Three Months Ended

Cash paid for amounts included in the measurement of lease liabilities:

Lease principal payments - finance

Lease principal payments - operating

Non-cash additions to ROU assets

Amortization of operating leases

Other information about the Company’s lease amounts as of March 31, 2026 and 2025 is recognized in the financial statements and outlined below:

Operating cash flows from principal payments of operating leases

Operating cash flows from amortization of operating leases

Financing cash flows from finance leases

Non-cash additions to operating ROU assets

Other information about the Company’s lease amounts as of June 30, 2026 and 2025 is recognized in the financial statements and outlined below:

Weighted-average remaining lease term (years) – operating leases

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Goodwill and Intangibles

Intangible assets as of March 31, 2026 and December 31, 2025 were comprised of the following items:

Intangible assets as of June 30, 2026 and December 31, 2025 were comprised of the following items:

Licenses & Trademarks

1 unchanged sentence

Balance, December 31, 2024

Acquisitions (Note 3)

Assets moved out of held for sale

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Capitalization of internally generated software costs

Balance, March 31, 2026

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.

Balance, June 30, 2026

The following table outlines the estimated annual amortization expense for the next five years related to intangible assets as of June 30, 2026:

The following table shows the change in the carrying amount of goodwill:

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Acquisitions (Note 3)

Goodwill - March 31, 2026

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.

Goodwill - June 30, 2026

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.

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:

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 cannabis segment exceeded the carrying amount.

Accordingly, the Company determined that it was not necessary to perform a quantitative goodwill impairment test as of that date, and no impairment was recognized.

For the three and six months ended June 30, 2026, the Company evaluated whether any events or changes in circumstances occurred that would indicate it is more likely than not that goodwill is impaired.

Based on this evaluation, the Company concluded that no such triggering events or circumstances existed as of June 30, 2026, and therefore no interim quantitative impairment test was performed and no impairment was recognized during the period.

Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities as of June 30, 2026 and December 31, 2025 were comprised of the following items:

Accounts payable – trade

Accrued Expenses

Sales, use, and excise taxes payable

Accrued compensation and benefits

Accrued transaction, interest, and other expenses

Contract liability

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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

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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.

Administrative Agent and Collateral Agent (“ 2L Agent ”) and Chicago Atlantic Credit Advisers, LLC, as Lead Arranger (“ Lead Arranger ”).

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 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.

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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 the purchase of New York Property

On May 26, 2026, the Company's subsidiary, 256 County Route 117 Perth LLC (" Perth Property Buyer "), completed the acquisition of a 389,000 square foot cannabis cultivation and production facility located in Perth, New York (the " Perth Property ") from IIP-NY 2 LLC, a subsidiary of Innovative Industrial Properties, Inc.

(" IIP "), for an aggregate purchase price of $ 90.2 million.

The Perth Property was previously leased by VHNY from IIP under a finance lease arrangement.

In connection with the acquisition, VHNY’s existing lease for the Perth Property was terminated, and the Company derecognized the related right-of-use asset and lease liability.

In connection with the acquisition, Buyer entered into a term loan with IIP in the original principal amount of $ 49.0 million (the "Seller Note").

The Seller Note bears interest at 15 % per annum, payable monthly on an interest-only basis, and has an initial maturity date of May 25, 2027, with two one-year extension options, which the Company intends to exercise, available to the Perth Property Buyer upon payment of a 1.0 % extension fee and absence of an uncured event of default.

The Seller Note is secured by a first-priority mortgage on the Property and is unconditionally guaranteed by the Company.

Concurrently, Buyer entered into a term loan with Chicago Atlantic Lincoln, LLC in the original principal amount of $ 41.0 million (the " Chicago Atlantic Perth Loan "), bearing interest at prime plus 5.75 % per annum and maturing on May 28, 2028.

The Chicago Atlantic Perth Loan is secured by a second-priority mortgage on the Perth Property, subordinated to the Seller Note pursuant to an intercreditor agreement, and is guaranteed by Vireo Health.

The Chicago Atlantic Perth Loan permits voluntary prepayment subject to a make-whole premium

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.

On February 27, 2026, CO Acquisition was acquired by VHC 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.

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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.

The notes were repaid during the six months ended June 30, 2026.

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:

Beginning of period

Acquired long-term debt (Note 3)

Principal repayments

Debt extinguishment

Deferred financing costs

Amortization of deferred financing costs

End of period

current portion

Long-Term debt Arising from the Bridgewell Acquisition

In connection with the acquisition of Bridgewell, the Company assumed a Loan and Security Agreement (the "Bridgewell Credit Facility") dated April 21, 2026, by and among Agribusiness Holdings Limited Partnership, BWAB Holdings, LLC, and Bridgewell Agribusiness LLC, as borrowers, the lenders party thereto, and Chicago Atlantic Financial Services, LLC, as administrative agent.

The Bridgewell Credit Facility provides for term loans in an aggregate principal amount of up to $ 22.0 million, all of which was funded on the closing date.

Borrowings under the Bridgewell Credit Facility bear interest at a fixed cash rate of 12.0 % per annum, payable monthly in arrears.

The facility matures on August 19, 2026.

In connection with the Bridgewell Acquisition, the Company also assumed five subordinated promissory notes with an aggregate principal balance of approximately $ 9.1 million, bearing interest at rates ranging from 7 % to 15 % per annum and maturing on December 31, 2026 or December 31, 2027.

These notes are subordinated to the Bridgewell Credit Facility in right of payment.

The following table shows a summary of the Company’s long-term debt as of June 30, 2026 and December 31, 2025:

First lien term loan

Chicago Atlantic term loans

Mortgage notes

Bridgewell notes

Total long-term debt

As of March 31, 2026, stated maturities of long-term debt were as follows:

current portion

Total long-term debt, net of current portion

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 June 30, 2026 and December 31, 2025, $ 7.5 million and $ 5.8 million of deferred financing costs remained unamortized, respectively.

As of June 30, 2026, stated maturities of long-term debt were as follows:

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 .

On July 7, 2025, the Company retired the existing 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 $ 18.75 .

In connection with the Bridgewell Acquisition (Note 3), the Company issued the Bridgewell Convertible Notes to the Bridgewell Sellers on June 5, 2026, with an aggregate principal amount of approximately $ 13.7 million and a fair value of $ 14.3 million.

The Bridgewell Convertible Notes bear interest at a rate of 3.85 % per annum and mature five years from the date of issuance.

The Bridgewell Convertible Notes are not convertible prior to the second anniversary of issuance.

On or after the second anniversary, the Bridgewell Convertible Notes are convertible, at the option of the Bridgewell Sellers, into an aggregate estimated 734,551 subordinate voting shares of the Company at a deemed conversion price of $ 18.60 per share, subject to final adjustment in accordance with the terms of the Bridgewell SPA and applicable CSE policies.

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:

As of each of June 30, 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 June 30, 2026 and December 31, 2025:

Beginning of period

3 unchanged sentences

current portion

Total convertible debt

Total convertible debt, net current portion

Stockholders’ Equity

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 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 June 30, 2026.

The liquidation and dividend rights are identical among shares equally in the Company’s earnings and losses on an as converted basis.

4 unchanged sentences

100 votes for each share

On June 1, 2026, the Board approved a share consolidation ratio of 30 -for-1, effective at market open on June 5, 2026.

Accordingly, all share and per share amounts presented herein have been retroactively adjusted to reflect the impact of the Share Consolidation for all periods presented.

As the Company's common shares have no par value, the Share Consolidation had no impact on the Company's total stockholders' equity or on the classification of amounts within stockholders' equity.

Subordinate Voting Shares

4 unchanged sentences

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.

During the six months ended June 30, 2026, 23 multiple voting shares were converted into 2,340 subordinate voting shares for no additional consideration.

During the six months ended June 30, 2026, 7,100,000 subordinate voting shares were issued in connection with the Hawthorne Acquisition.

See Note 3 “Business Combinations and Dispositions” for additional information.

During the six months ended June 30, 2026, 3,012,653 subordinate voting shares were issued in connection with the Eaze Merger.

See Note 3 “Business Combinations and Dispositions” for additional information.

During the six months ended June 30, 2025, 8,373,668 subordinate voting shares were issued in connection with the Deep Roots Merger.

See Note 3 “Business Combinations and Dispositions” for additional information.

During the six months ended June 30, 2025, 4,474,333 subordinate voting shares were issued in connection with the Wholesome Merger.

See Note 3 “Business Combinations and Dispositions” for additional information.

During the six months ended June 30, 2025, 6,540,409 subordinate voting shares were issued in connection with the Proper Mergers.

See Note 3 “Business Combinations and Dispositions” for additional information.

During the six months ended June 30, 2025, 858 multiple voting shares were converted into 85,797 subordinate voting shares for no additional consideration.

Stock-Based Compensation

Impact of Share Consolidation

The equity compensation plans contain anti-dilution provisions whereby in the event of any change in the capitalization of the Company (including in the event of a share consolidation), the number and type of awards underlying outstanding stock-based compensation awards must be adjusted, as appropriate, in order to prevent dilution or enhancement of rights.

The impact of these provisions resulted in a modification of all outstanding stock-based compensation awards upon the Share Consolidation.

As the fair value of the awards immediately after the Share Consolidation did not change when compared to the fair value of such awards immediately prior to the Share Consolidation, no incremental compensation costs were recognized as a result of such modifications.

In addition, there was no change to the vesting conditions or classification of each of the outstanding stock-based compensation awards.

Stock Options

1 unchanged sentence

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.

The exercise price for incentive stock options issued under the EIP is set by the compensation committee of the Board 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:

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

Options granted under the EIP as of June 30, 2026 and 2025 were valued using the Black-Scholes option pricing model with the following weighted average assumptions:

Risk-Free Interest Rate

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Expected Dividend Yield

Stock option activity for the three months ended March 31, 2026, and for the year ended December 31, 2025, is presented below:

Stock option activity for the six months ended June 30, 2026, and for the year ended December 31, 2025, is presented below:

Weighted Average

4 unchanged sentences

Balance, December 31, 2024

( 2,955,723 )

Options Outstanding at December 31, 2025

Options Outstanding at March 31, 2026

Options Exercisable at March 31, 2026

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.

Options Outstanding at June 30, 2026

Options Exercisable at June 30, 2026

During the three and six-month periods ended June 30, 2026, the Company recognized $ 0.8 million and $ 1.5 million, respectively, in stock-based compensation related to stock options, respectively.

During the three and six-month periods ended June 30, 2025, the Company recognized $ 0.2 million and $ 0.4 million, respectively, in stock-based compensation related to stock options, respectively.

As of June 30, 2026, the total unrecognized compensation costs related to unvested stock options awards granted was $ 2.1 million.

In addition, the weighted average period over which the unrecognized compensation expense is expected to be recognized is approximately 1.4 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 total intrinsic value of stock options outstanding and exercisable as of June 30, 2026, was $ 1.8 million and $ 1.8 million, respectively.

The Company does not estimate forfeiture rates when calculating compensation expense.

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Warrants outstanding at December 31, 2024

Warrants outstanding at December 31, 2025, and March 31, 2026

Warrants exercisable at March 31, 2026

Warrants outstanding at December 31, 2025

Warrants outstanding at June 30, 2026

Warrants exercisable at June 30, 2026

Weighted Average

4 unchanged sentences

Warrants outstanding at December 31, 2024 and 2025

( 3,037,649 )

Warrants outstanding at March 31, 2026

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.

Warrants outstanding at June 30, 2026

During the three and six months ended June 30, 2026, the Company entered into a consulting arrangement pursuant to which a consultant was granted equity interests in Vireo Health of Rocky Mountain, 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

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.

The agreement also includes certain repurchase and exchange features that may be settled in securities of the Company.

Based on the terms of these provisions, the Company determined that liability classification was appropriate for certain 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 and six months ended June 30, 2026, the Company recognized share-based compensation expense of $ 1.8 million and $ 5.2 million, respectively, related to this arrangement.

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.

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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.

During the three and six-months ended June 30, 2026, the Company recognized $ 4.9 million and $ 7.7 million, respectively, in stock-based compensation expense related to RSUs.

During the three and six months periods ended June 30, 2025, the Company recognized $ 4.0 million and $ 5.3 million, respectively, in stock-based compensation expense related to RSUs.

A summary of RSUs is as follows:

2 unchanged sentences

Balance, December 31, 2024

( 22,805,897 )

Balance, December 31, 2025, and March 31, 2026

Vested at March 31, 2026

Balance, December 31, 2025

Balance, June 30, 2026

Vested at June 30, 2026

Commitments and Contingencies

The Company is subject to lawsuits, investigations and other claims related to employment, commercial and other matters that arise out of operations in the normal course of business.

Periodically, the Company reviews the status of each significant matter and assesses the potential financial exposure.

If the potential loss from any claim or legal proceeding is considered probable, and the amount can be reasonably estimated, such amount is recognized in other liabilities.

Contingent liabilities are measured at management’s best estimate of the expenditure required to settle the obligation at the end of the reporting period and are discounted to present value where the effect is material.

The Company performs evaluations to identify contingent liabilities for contracts.

Contingent consideration is measured upon acquisition and is estimated using probability weighting of potential payouts.

Subsequent changes in the estimated contingent consideration from the final purchase price allocation are recognized in the Company’s unaudited interim condensed consolidated statements of operations.

Legal proceedings

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.

On October 29, 2025, the Company reached a comprehensive settlement (the “ Settlement Agreement ”) dismissing all outstanding litigation matters between the Company and Verano Holdings Corp.

(“ Verano ”) that were pending before the Supreme Court of British Columbia, Canada.

The terms of the Settlement Agreement were approved by the Board and Verano’s board of directors.

The value of the settlement to the Company was $ 9.2 million consisting of the acquisition of $ 8.2 million of real property and $ 1.0 million in cash, and was recognized in the fourth quarter of 2025.

Lease commitments

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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:

Selling, general and administrative expenses were comprised of the following items for the three and six months ended June 30, 2026 and 2025:

Three Months Ended

Six Months Ended

Salaries and benefits

Professional fees

Stock-based compensation expenses

Insurance expenses

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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.

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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.

The Company’s remaining 4,000,000 warrants were revalued at a fair value of $ 1.4 million and $ 1.7 million at June 30, 2026 and December 31, 2025, respectively.

The three and six months ended June 30, 2026 saw a change in fair value of $ 0.6 million and ($ 0.3 ) million , respectively, which was recorded as other income (expense) in the statement of net loss and comprehensive loss for the three and six month periods ended June 30, 2026.

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.

To identify the Company’s reportable segments 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 CODM evaluates the Company's performance and allocates resources.

Following these acquisitions, the Company reassessed its segment structure and determined that it has two reportable segments:

(i) Cannabis and (ii) Non-Cannabis, based on discrete financial information regularly reviewed by the Company's CODM in evaluating performance and allocating resources.

The Company determined that Cannabis and Non-Cannabis represent separate reportable segments because (a) the Cannabis segment's products and services are limited to various forms of cannabis products, while the Non-Cannabis segment's products and services consist of nutrients, lighting, and other materials used for indoor and hydroponic gardening, as well as organic and non-GMO agricultural commodities and food ingredients;

(b) the Cannabis segment's customers include retail and wholesale cannabis customers, while the Non-Cannabis segment's customers include manufacturers and other commercial customers outside of the cannabis industry;

(c) the Cannabis segment operates within the regulatory environment governing state-legal cannabis markets in the United States, while the Non-Cannabis segment is not subject to such cannabis-specific regulatory regimes;

and (d) the Company's CODM reviews discrete financial information and allocates resources separately for each segment.

The Company's Chief Executive Officer serves as the Company's CODM.

The CODM assesses performance for each reportable segment and decides how to allocate resources based primarily based on segment operating income (loss), but also based on segment revenues, product costs, operating expenses and gross profit, which is reconciled to consolidated net income (loss) as reported on the statement of net loss and comprehensive loss.

The CODM also reviews the significant expense categories presented in the table below in evaluating each segment's performance.

A comparison of budgeted results to actual results, by segment, is also used by the CODM to assess business performance.

The Company's Cannabis segment cultivates, processes, and distributes medical and adult-use cannabis products in a variety of formats, as well as related accessories, in the United States.

Revenue is derived from the sale of these products in the United States, and the assets used to produce these products are also held in the United States.

The Company's Non-Cannabis segment provides nutrients, lighting, and other materials used for indoor and hydroponic gardening, and supplies organic and non-GMO agricultural commodities and food ingredients to manufacturers, in the United States.

Revenue for both segments is derived from sales in the United States, and the operations of each segment are also located in the United States.

The Company's CODM does not review total assets by segment in evaluating segment performance or allocating resources;

accordingly, no such measures are disclosed by segment.

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."

Three Months Ended

June 30, 2026

Product costs

Non-cash product costs

Inventory valuation adjustments

Segment Gross Profit

Salaries and wages

Other selling, general and administrative expenses (1)

Segment operating income (loss)

Transaction related expenses

Stock-based compensation expenses

Other income (expenses), net

Income (loss) before income taxes

Six Months Ended

June 30, 2026

Product costs

Non-cash product costs

Inventory valuation adjustments

Segment Gross Profit

Salaries and wages

Other selling, general and administrative expenses (1)

Segment operating income (loss)

Transaction related expenses

Stock-based compensation expenses

Other income (expenses), net

Income (loss) before income taxes

(1) Includes insurance expenses, occupancy expenses, and other general expenses.

Does not include stock-based compensation expenses.

Supplemental Cash Flow Information (1)

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Change in construction accrued expenses

Acquisitions:

Total consideration transferred

Cash acquired

Total non-cash investing and financing activities, net of cash acquired

(1) For supplemental cash flow information related to leases, refer to Note 8 “Leases.”

Financial Instruments

Financial Instruments and Risk Management

Credit risk is the risk of loss associated with counterparty’s inability to fulfill its payment obligations.

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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.

The Company has been granted licenses pursuant to the laws of the states it operates in with respect to cultivating, processing, and/or distributing marijuana.

Presently, this industry is illegal under United States federal law.

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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.

As of June 30, 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.

2 unchanged sentences

There can be no assurance of continued access to significant equity financing.

Vireo Growth operates in the United States.

The Company operates in the United States.

federal government regulates drugs through the CSA, which places controlled substances, including cannabis, in a schedule.

5 unchanged sentences

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.

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 CSA, which makes adult-use cannabis use and possession federally illegal.

Foreign currency risk

6 unchanged sentences

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.

As of each of June 30, 2026 and December 31, 2025, the Company owed $ 0.4 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 .

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.

During the three months ended June 30, 2026 and 2025, the Company paid Chicago Atlantic $ 4.5 million and $ 0 , respectively, for certain underwriting services, legal services, accounting services, data analytics services, and real estate services .

During the six months ended June 30, 2026 and 2025, the Company paid Chicago Atlantic $ 6.0 million and $ 0 , respectively, for certain underwriting services, legal services, accounting services, data analytics services, and real estate services .

John Mazarakis, the Company’s Chief Executive Officer, is a partner of Chicago Atlantic Group, LP, an affiliate of Chicago Atlantic Admin, LLC.

Following an April 2026 U.S.

Department of Justice order reclassifying state-licensed medical cannabis from Schedule I to Schedule III of the Controlled Substances Act, management has concluded, at the more-likely-than-not level under ASC 740-10-25, that a reasonably apportioned share of selling, general and administrative expenses attributable to the Company's medical cannabis activity is deductible in states where the Company conducts both medical and recreational operations.

The Company has applied this position prospectively, beginning April 23, 2026.

As a result, the portion of selling, general and administrative expenses apportioned to medical activity on or after that date no longer gives rise to an uncertain tax position, whereas such expenses continue to be subject to an uncertain tax position for periods prior to April 23, 2026.

This position, including its effective date and the methodology used to apportion costs between medical and recreational activity, involves significant estimation and judgment in the absence of formal Treasury or IRS guidance, which is expected but has not yet been issued.

The Company will continue to monitor forthcoming guidance and related regulatory developments and will revise its position and estimates as further information becomes available, which could result in a material adjustment to the Company's income tax provision in future periods.

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.

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.

On July 16, 2026, Vireo Health of PA, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (“Vireo Health PA”), completed its acquisition of all of the issued and outstanding limited liability company membership interests of FarmX, LLC d/b/a PhytoNatural ("PhytoNatural"), via Vive Penn, LLC (“Vive”), a joint venture between Vireo Health PA and Hive Holdints, Inc., pursuant to a Securities Purchase Agreement (the “PhytoNatural Acquisition”).

The PhytoNatural Acquisition includes a non-operational Pennsylvania medical cannabis retail permit that, subject to applicable regulatory approvals, authorizes the operation of up to six dispensaries in the Commonwealth.

Total consideration for the transaction was $ 20.0 million, consisting of $ 8.0 million paid in cash by Vive at closing and approximately $ 12.0 million payable by the Company through the issuance of approximately 645,161 subordinate voting shares at a deemed issue price of $ 18.60 per share, issuable two years following the closing date.

On July 20, 2026, the Company, through its subsidiary Vireo Health of Arcadia, LLC ("Vireo Health Arcadia"), entered into a definitive purchase agreement with The Cannabist Company Holdings Inc.

("Cannabist"), pursuant to which Vireo Health Arcadia will acquire certain cannabis cultivation, manufacturing, and retail operations from subsidiaries of Cannabist across five markets:

Colorado, Illinois, Massachusetts, New Jersey, and West Virginia (the “Cannabist

Acquisition”).

Total consideration for the Cannabist Acquisition, subject to certain regulatory approvals, will be up to $ 35.0 million, comprised of up to $ 18.75 million in cash payable at closing and up to $ 16.25 million in seller notes.

Total consideration is subject to customary adjustments based on target levels of cash, indebtedness, tax liabilities, working capital, and certain other items.

On July 27, 2026, the Company entered into a definitive merger agreement with Planet 13 Holdings Inc.

("Planet 13"), pursuant to which the Company will acquire all issued and outstanding equity interests of Planet 13, with each share of Planet 13 common stock (subject to certain exclusions) converting into 0.015383618 of a Vireo subordinate voting share;

the transaction remains subject to customary closing conditions, including Planet 13 stockholder approval, effectiveness of the Form S-4 registration statement, to be filed by the Company, CSE listing approval, and applicable cannabis regulatory approvals.

On July 31, 2026, the Company entered into four separate definitive Securities Purchase Agreements with FarmaceuticalRx LLC, FarmaceuticalRx 2 LLC, CAOH LLC, and Canoe Hill Ohio, LLC (collectively, the "Ohio Entities") to acquire all issued and outstanding membership interests of the Ohio Entities and certain of their subsidiaries, comprising eight dispensaries, a cultivation and processing facility, and related real estate in Ohio (collectively, the "Ohio Transactions"), subject to regulatory approvals and customary closing conditions.

Consideration for the Ohio Transactions consists of approximately 11 million Vireo subordinate voting shares, issued in three tranches ( 50 % at closing, 25 % approximately 90 days following closing, and 25 % approximately 180 days following closing), with the deferred tranches subject to a performance-based forfeiture mechanism permitting Vireo to claw back up to 25 % of the shares issued if specified thresholds are not met.

On August 7, 2026, the Company completed its previously announced acquisition of certain Colorado retail assets of PharmaCann Inc.

for consideration of approximately 3.0 million subordinate voting shares.

On August 7, 2026, certain of the Company's indirect non-cannabis subsidiaries entered into a five-year senior secured asset-based revolving credit facility, led by Bank of Montreal as administrative agent, providing a $ 65.0 million initial commitment, expandable to $ 105.0 million through additional commitments and an accordion feature, subject to customary conditions.

Borrowings bear interest, at the borrowers' election, at Term SOFR plus 1.75 % to 2.00 % or the base rate plus 0.75 % to 1.00 % , based on average availability, and undrawn commitments carry a 0.25 % annual unused commitment fee.

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

What changed 10-Q

Item 1. Financial Statements