What changed in this filing

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Item 5. Other Information

2026-08-14 compared with 2026-05-12 · 30 added, 11 removed, 29 unchanged (59% of the section changed)

1 unchanged sentence

Insider Trading Arrangements

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

During the three months ended June 30, 2026, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) adopted , modified or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K promulgated under the Securities Act).

Description of Exhibit

Asset Purchase Agreement between Medicine Man Technologies, Inc.

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

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

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

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

Amendment to Agreement and Plan of Merger dated April 1, 2026 by and among Vireo Growth Inc., Simple Merger Sub Inc., and Eaze Inc.

(incorporated by reference to Exhibit 2.2 to our Current Report on Form 8-K filed April 6, 2026)

Securities Purchase Agreement, dated April 8, 2026, by and among Vireo Growth Inc., Prolific Supply LLC, the Scotts Miracle-Gro Company, and SMG Growing Media LLC (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed April 14, 2026)

Arrangement Agreement, dated April 29, 2026, by and between Vireo Growth Inc.

and FLUENT Corp.

(incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed May 5, 2026)

Arrangement Agreement, dated June 14, 2026, by and between Vireo Growth Inc.

and C21 Investments Inc.

(including the Plan of Arrangement attached as Schedule A thereto) (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed June 18, 2026)

Arrangement Agreement Amendment dated June 8, 2026 between Vireo Growth Inc.

and FLUENT Corp.

Articles of Vireo Growth Inc.

3 unchanged sentences

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

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

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

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

and Argent Institutional Trust Company, as collateral agent

Warrant Agreement, dated April 8, 2026, by and between Vireo Growth Inc.

and Good Dog Holdings LLC (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed April 14, 2026).

Form of Subordinated Convertible Promissory Note, by Vireo Growth Inc.

in favor of the sellers party to that certain Securities Purchase Agreement, dated as of June 5, 2026, by and among Vireo Growth Inc., Agribusiness Holdings Limited Partnership, BWAB Holdings LLC, Bridgewell Agribusiness LLC and the other parties named therein (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed June 11, 2026)

Second Amendment to Employment Agreement, effective as of April 1, 2026, by and between the Company and John Mazarakis (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed April 6, 2026)

Investor Rights Agreement, dated April 8, 2026, by and between Vireo Growth Inc.

and Good Dog Holdings LLC (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed April 14, 2026)

Premises Purchase Agreement by and between IIP-NY 2 LLC and 256 County Route 117 Perth LLC

Promissory Note by 256 County Route 117 Perth LLC in favor of IIP-NY 2 LLC

Mortgage, Assignment of Leases and Rents, Security Agreement, Financing Statement and Fixture Filing by 256 County Route 117 Perth LLC in favor of IIP-NY 2 LLC

Subordinated Promissory Note by 256 County Route 117 Perth LLC in favor of Chicago Atlantic Lincoln, LLC

Mortgage, Assignment of Leases and Rents, Security Agreement, Financing Statement and Fixture Filing by 256 County Route 117 Perth LLC in favor of Chicago Atlantic Financial Services, LLC

Securities Purchase Agreement (including Investor Rights Agreement), dated as of June 5, 2026, is entered into by and among Vireo Growth Inc., Agribusiness Holdings Limited Partnership, BWAB Holdings LLC, Bridgewell Agribusiness LLC and the other parties named therein (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed June 11, 2026)

Second Amendment to Asset Purchase Agreement dated May 8, 2026 by and among Vireo Health, Inc., Vireo Growth Inc., the entities set forth on the “Company” signature page attached thereto, PharmaCann Inc., and Argent Institutional Trust Company, as collateral agent under the Indenture (incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K filed August 13, 2026)

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

1 unchanged sentence

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

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

Includes the following financial and related information from Vireo Growth’s Quarterly Report on Form 10-Q as of and for the quarter ended June 30, 2026, formatted in Inline Extensible Business Reporting Language (iXBRL):

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

4 unchanged sentences

VIREO GROWTH INC.

August 14, 2026

/s/ John Mazarakis

2 unchanged sentences

(principal executive officer)

August 14, 2026

/s/ Tyson Macdonald

2 unchanged sentences

(principal financial officer)

August 14, 2026

/s/ Joseph Duxbury

3 unchanged sentences

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

What changed 10-Q

Item 5. Other Information