Vireo Growth Inc. 8-K Filing

FAQ

Key Financial Figures

• $49,000,000.00 — hare Consideration ") having a value of $49,000,000.00 and assume certain liabilities. The Sha

Filing Documents

• tm2533764d1_8k.htm (8-K) — 33KB
• tm2533764d1_ex99-1.htm (EX-99.1) — 15KB
• tm2533764d1_ex99-1img001.jpg (GRAPHIC) — 3KB
• 0001104659-25-123459.txt ( ) — 217KB
• gdnsf-20251216.xsd (EX-101.SCH) — 3KB
• gdnsf-20251216_lab.xml (EX-101.LAB) — 33KB
• gdnsf-20251216_pre.xml (EX-101.PRE) — 22KB
• tm2533764d1_8k_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement On December 16, 2025, Vireo Health, Inc. (" Buyer "), a Delaware corporation and wholly owned subsidiary of Vireo Growth Inc. (the " Company "), the Company, PharmaCann Inc., a Delaware corporation (" PharmaCann "), certain of PharmaCann's subsidiaries (collectively, with PharmaCann the " Seller Parties "), and Argent Institutional Trust Company (" Agent "), as collateral agent under the Indenture, dated as of June 24, 2021, by and among PharmaCann, as issuer, the Guarantors (as defined thereunder) party thereto, including the Seller Parties, and Agent, as trustee and collateral agent thereunder, entered into an Asset Purchase Agreement (the " APA "). Pursuant to the APA, Buyer will purchase assets and properties of the Seller Parties that are used in or useful to certain cannabis dispensaries that the Seller Parties operate in the State of Colorado (the " Dispensaries "), subject to certain exclusions set forth in the APA (the " Purchased Assets "). As consideration for the Purchased Assets, Buyer shall issue to Agent subordinate voting shares of the Company (the " Share Consideration ") having a value of $49,000,000.00 and assume certain liabilities. The Share Consideration is subject to positive and negative adjustments upon the occurrence of certain events. In connection with these transactions, the Seller Parties and an affiliate of the Company have entered into a Management Services Agreement, dated as of December 16, 2025, pursuant to which the Company's affiliate will provide the Seller Parties with certain management services related to the Dispensaries until the closing date. The APA includes customary representations and warranties and various customary covenants and commitments of the parties to the APA. The closing of the transactions is conditioned upon, among other things, obtaining any required regulatory approvals. The APA may be terminated by the parties by mutual written consent at any tim

01 Regulation FD

Item 7.01 Regulation FD On December 16, 2025, the Company issued a press release regarding the entrance into the APA. A copy of the Company's press release is attached as Exhibit 99.1 hereto.

Forward-Looking Statements and Information

Forward-Looking Statements and Information Certain statements contained or incorporated by reference in this Current Report on Form 8-K constitute "forward-looking statements" within the meaning of applicable securities laws. by the use of words such as "believes," "anticipates," "expects," "intends," "plans," "projects," "estimates," "assumes," "may," "should," "could," "would," "shall," "will," "seeks," "targets," "future," or other similar expressions. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors, and our actual results, performance or achievements could differ materially from future results, performance or achievements expressed in these forward-looking statements, including statements regarding the completion of the transactions contemplated by the APA, the anticipated benefits of the transactions, and other statements that are not historical facts. There are several risks, uncertainties, and other important factors, many of which are beyond the Company's control, that could cause its actual results to differ materially from the forward-looking financial condition, and results of operations; the Company's ability to successful consummate the transactions contemplated by the APA; the Company's ability to maintain relationships with suppliers, customers, employees and other third parties as a result of the transactions contemplated by the APA; the effects of the transactions contemplated by the APA on the Company and the interests of various constituents; risks and uncertainties associated with the transactions contemplated by the APA, some of which are beyond the Company's control; subject to the successful outcome of the transactions con

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 99.1 Press Release, dated December 16, 2025* 104 Cover Page Interactive Data File (embedded within Inline XBRL document) *Furnished herewith

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. VIREO GROWTH INC. (Registrant) Date: December 22, 2025 By: /s/ Tyson Macdonald Tyson Macdonald Chief Financial Officer

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