1 unchanged sentence
Insider Trading Arrangements
−Removed: 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).
+Added: During the three months ended June 30, 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
12 unchanged sentences
(incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed on March 20, 2025)
−Removed: Letter Agreement, dated January 23, 2025, by and between Vireo Growth Inc.
−Removed: and Bill’s Nursery, Inc.
−Removed: (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on January 27, 2025)
−Removed: First Amendment to Employment Agreement, dated March 6, 2025, by and between Vireo Growth Inc.
−Removed: and John Mazarakis (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed March 9, 2025)
−Removed: First Amendment to Employment Agreement, dated March 6, 2025, by and between Vireo Growth Inc.
−Removed: and Tyson Macdonald (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed March 9, 2025)
+Added: Second Amendment to Merger Agreement, dated as of June 5, 2025, by and among Vireo PR Merger Sub Inc., Vireo PR Merger Sub II Inc., Vireo Growth Inc., NGH Investments, Inc., Proper Holdings Management, Inc.
+Added: and Proper Holdings, LLC (incorporated by reference to Exhibit 2.3 to our Current Report on Form 8-K filed on June 6, 2025)
+Added: Second Amendment to Merger Agreement, dated as of June 6, 2025, by and among Vireo DR Merger Sub Inc., Vireo Growth Inc.
+Added: and Deep Roots Holdings, Inc.
+Added: (incorporated by reference to Exhibit 2.3 to our Current Report on Form 8-K filed on June 12, 2025)
+Added: Second Amendment to Merger Agreement, dated as of May 12, 2025, by and among Vireo WH Merger Sub Inc., Vireo Growth Inc.
+Added: and WholesomeCo, Inc.
+Added: (incorporated by reference to Exhibit 2.3 to our Current Report on Form 8-K filed on May 12, 2025)
+Added: Restricted Stock Unit Agreement (Time Vesting) for John Mazarakis dated May 9, 2025 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on May 12, 2025)
+Added: Restricted Stock Unit Agreement (Performance Vesting) for John Mazarakis dated May 9, 2025 (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on May 12, 2025)
+Added: Restricted Stock Unit Agreement (Time Vesting) for Tyson Macdonald dated May 9, 2025 (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed on May 12, 2025)
+Added: Restricted Stock Unit Agreement (Performance Vesting) for Tyson Macdonald dated May 9, 2025 (incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K filed on May 12, 2025)
+Added: Credit Agreement, dated as of May 9, 2022, among Proper Holdings, LLC, New Growth Horizon, LLC, NGH Investments, LLC, any Guarantors thereto, the lenders from time to time party thereto, and Chicago Atlantic Admin, LLC, as Administrative Agent
+Added: Loan and Security Agreement, dated as of April 15, 2024, among Deep Roots Harvest, Inc., Deep Roots Aria Acqco, Inc., Deep Roots Properties, LLC, Deep Roots Operating, Inc., Deep Roots Holdings, Inc., any additional Guarantor from time to time, the creditors party thereto, and Chicago Atlantic Admin, LLC, as Administrative Agent
+Added: Asset Purchase Agreement , dated as of February 14, 2024 , by and between Occidental Group, Inc.
+Added: and New Growth Horizon, LLC
+Added: Asset Purchase Agreement, dated as of August 20, 2024, by and among ROI Wellness Center IV, LLC, the beneficial owners of ROI Wellness Center IV, LLC, and New Growth Horizon, LLC
+Added: Management Services Agreement, dated as of May 24, 2025, by and among New Growth Horizon, LLC, Nirvana Investments, LLC, each of Nirvana’s subsidiaries, and Proper Holdings Management, Inc.
+Added: First Amendment to Credit Agreement, December 23, 2024, among Proper Holdings, LLC, New Growth Horizon, LLC, NGH Investments, INC., Chicago Atlantic Admin, LLC, as administrative agent and the Lenders party thereto
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
−Removed: 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):
+Added: 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, 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.
The cover page from this Quarterly Report on Form 10-Q, formatted in Inline XBRL.
+Added: 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.
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.
+Added: August 13, 2025
/s/ John Mazarakis
2 unchanged sentences
(principal executive officer)
+Added: August 13, 2025
/s/ Tyson Macdonald
2 unchanged sentences
(principal financial officer)
+Added: August 13, 2025
/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.