Vireo Growth Inc. 10-Q

Item 5. Other Information ​ Insider Trading Arrangements ​ 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). ​ 33 Table of Contents Item 6. Exhibits ​ ​ Exhibit No. Description of Exhibit ​ 2.2 ​ ​ 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) ​ ​ ​ 2.3 ​ 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) ​ ​ ​ 2.4 ​ 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) ​ ​ ​ 2.5 ​ 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) ​ ​ ​ 2.6 ​ 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) ​ ​ ​ 2.7 ​ 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) ​ ​ ​ 10.88 ​ 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) ​ ​ ​ 10.89 ​ 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) ​ ​ ​ 10.90 ​ 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) ​ ​ ​ 31.1 ​ Rule 13a-14(a)/15d-14(a) certification of Chief Executive Officer ​ 31.2 ​ Rule 13a-14(a)/15d-14(a) certification of Chief Financial Officer ​ ​ ​ 32.1 ​ Section 1350 certification, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ​ 101 ​ Includes the following financial and related information from Vireo Growth’s Quarterly Report on Form 10-Q as of and for the quarter ended March 31, 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. ​ ​ ​ 104 ​ The cover page from this Quarterly Report on Form 10-Q, formatted in Inline XBRL. ​ ​ 34 Table of Contents ​ ​ SIGNATURES Pursuant to requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ​ ​ ​ ​ ​ ​ VIREO GROWTH INC. (Registrant) ​ ​ ​ Date: May 9, 2025 By: /s/ John Mazarakis ​ ​ Name: John Mazarakis ​ ​ Title: Chief Executive Officer and Co-Executive Chairman (principal executive officer) ​ ​ ​ ​ Date: May 9, 2025 By: /s/ Tyson Macdonald ​ ​ Name: Tyson Macdonald ​ ​ Title: Chief Financial Officer (principal financial officer) ​ ​ Date: May 9, 2025 By: /s/ Joseph Duxbury ​ ​ Name: Joseph Duxbury ​ ​ Title: Chief Accounting Officer (principal accounting officer) ​ ​ ​ ​ ​ ​ ​ ​ 35