What changed in this filing

/stocks — the workspaceLOADING

Item 5. Other Information

2025-05-09 compared with 2024-11-13 · 32 added, 14 removed, 12 unchanged (79% of the section changed)

1 unchanged sentence

Insider Trading Arrangements

During the three months ended September 30, 2024, 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 of the Securities Act of 1933).

During the three months ended March 31, 2025, 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 of the Securities Act of 1933).

Description of Exhibit

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)

Articles of Vireo Growth Inc.

dated June 25, 2024 (incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed July 1, 2024)

Waiver and Ninth Amendment to Credit Agreement, dated as of July 31, 2024, by and among Vireo Growth Inc.

and certain of its subsidiaries, the persons from time-to-time party thereto as guarnators, the lenders party thereto, and Chicago Atlantic Admin, LLC, as administrative agend and as collateral agent.

Agreement and Plan of Merger, dated as of December 18, 2024, by and among Vireo DR Merger Sub Inc., Vireo Growth Inc., Deep Roots Holdings, Inc.

and Shareholder Representative Services LLC (incorporated by reference to Exhibit 2.2 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024)

Agreement and Plan of Merger, dated as of December 18, 2024, by and among Vireo PR Merger Sub Inc., Vireo PR Merger Sub II Inc., Vireo Growth Inc., NGH Investments, Inc., Proper Holdings Management, Inc., Proper Holdings, LLC and Shareholder Representative Services LLC (incorporated by reference to Exhibit 2.3 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024)

Agreement and Plan of Merger, dated as of December 18, 2024, by and among Vireo WH Merger Sub Inc., Vireo Growth Inc., WholesomeCo, Inc.

and Shareholder Representative Services LLC (incorporated by reference to Exhibit 2.4 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024)

First Amendment to Merger Agreement, by and among Vireo PR Merger Sub Inc., Vireo PR Merger Sub II Inc., Vireo Growth Inc., NGH Investments, Inc., Proper Holdings Management, Inc.

and Proper Holdings, LLC (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on March 20, 2025)

First Amendment to Merger Agreement, by and among Vireo DR Merger Sub Inc., Vireo Growth Inc.

and Deep Roots Holdings, Inc.

(incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on March 20, 2025)

First Amendment to Merger Agreement, by and among Vireo WH Merger Sub Inc., Vireo Growth Inc.

and WholesomeCo, Inc.

(incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed on March 20, 2025)

Letter Agreement, dated January 23, 2025, by and between Vireo Growth Inc.

and Bill’s Nursery, Inc.

(incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on January 27, 2025)

First Amendment to Employment Agreement, dated March 6, 2025, by and between Vireo Growth Inc.

and John Mazarakis (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed March 9, 2025)

First Amendment to Employment Agreement, dated March 6, 2025, by and between Vireo Growth Inc.

and Tyson Macdonald (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed March 9, 2025)

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

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

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

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 September 30, 2024, 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 March 31, 2025, 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.

2 unchanged sentences

VIREO GROWTH INC.

November 13, 2024

/s/ Amber Shimpa

Chief Executive Officer

/s/ John Mazarakis

John Mazarakis

Chief Executive Officer and Co-Executive Chairman

(principal executive officer)

November 13, 2024

/s/ Tyson Macdonald

Tyson Macdonald

Chief Financial Officer

(principal financial officer)

/s/ Joseph Duxbury

Joseph Duxbury

Interim Chief Financial Officer

(principal accounting and financial officer)

Chief Accounting Officer

(principal accounting officer)

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