Item 5. Other Information
Item 5. Other Information
Insider Trading Arrangements
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).
Item 6. Exhibits
Exhibit
No.
Description of Exhibit
2.1+
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)
2.2+*
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)
2.3+*
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)
2.4+*
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)
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2.5
Arrangement Agreement Amendment dated June 8, 2026 between Vireo Growth Inc. and FLUENT Corp.
3.1
Articles of Vireo Growth Inc. dated June 25, 2024 (incorporated by reference to Exhibit 3.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023).
3.2
Certificate of Name Change, dated June 9, 2021 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed June 9, 2021).
3.3
Notice of Articles, dated June 9, 2021 (incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed June 9, 2021).
3.4
Notice of Alteration, Notice of Articles and Certificate of Name Change dated June 25, 2024 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed July 1, 2024).
4.1*
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).
4.2
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)
10.1
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)
10.2
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)
10.3
Premises Purchase Agreement by and between IIP-NY 2 LLC and 256 County Route 117 Perth LLC
10.4
Promissory Note by 256 County Route 117 Perth LLC in favor of IIP-NY 2 LLC
10.5
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
10.6
Subordinated Promissory Note by 256 County Route 117 Perth LLC in favor of Chicago Atlantic Lincoln, LLC
10.7
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
10.8*
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)
10.9+
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)
31.1
Rule 13a-14(a)/15d-14(a) certification of Chief Executive Officer
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31.2
Rule 13a-14(a)/15d-14(a) certification of Chief Financial Officer
32.1
Section 1350 certification, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101
Includes the following financial and related information from Vireo Growth’s Quarterly Report on Form 10-Q as of and for the quarter ended 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.
104
The cover page from this Quarterly Report on Form 10-Q, formatted in Inline XBRL.
*
Certain confidential information has been excluded from this exhibit because it is both (i) not material and (ii) the type of information that the registrant treats as private or confidential.
+
Pursuant to Item 601(a)(5) of Regulation S-K, schedules have been omitted and will be furnished on a supplemental basis to the Securities and Exchange Commission upon request.
SIGNATURES
Pursuant to requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
VIREO GROWTH INC.
(Registrant)
Date: August 14, 2026
By:
/s/ John Mazarakis
Name:
John Mazarakis
Title:
Chief Executive Officer and Co-Executive Chairman
(principal executive officer)
Date: August 14, 2026
By:
/s/ Tyson Macdonald
Name:
Tyson Macdonald
Title:
Chief Financial Officer
(principal financial officer)
Date: August 14, 2026
By:
/s/ Joseph Duxbury
Name:
Joseph Duxbury
Title:
Chief Accounting Officer
(principal accounting officer)
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