{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-24-131371","form_type":"8-K","ticker":"VREOF","cik":"0001771706","company_name":"Vireo Growth Inc.","filed_at":"2024-12-23T23:59:59+00:00","discovered_at":"2026-05-14T18:03:09.556142+00:00","generated_at":"2026-05-28T23:43:45.023925+00:00","sec_items":["1.01","3.01","5.02","7.01","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.9,"calibrated_materiality_score":0.9,"confidence":"high","headline":"Vireo Growth to acquire Deep Roots, Proper, WholesomeCo for shares at $0.52 reference price","bullets":["All-share mergers with Deep Roots (Ref. EBITDA $31M), Proper ($31M), and WholesomeCo ($16M) at $0.52/share reference price.","Conditions include $75M equity investment, appointment of John Mazarakis as CEO and Co-Executive Chairman, and John Pennington as director.","Earnout payments after Dec 31, 2026 based on EBITDA growth at 4x multiple; up to 50% of upfront consideration subject to clawback if EBITDA underperforms 96.5% of Ref. EBITDA.","Lock-up agreements with staggered release over 33 months, with all shares locked up during 6-month period ending Dec 31, 2026.","Termination fees: $6.4M (Deep Roots), $4.6M (Proper), $3.4M (WholesomeCo)."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-24-131371","json":"https://secwatch.observer/filing/0001104659-24-131371.json","markdown":"https://secwatch.observer/filing/0001104659-24-131371.md","text":"https://secwatch.observer/filing/0001104659-24-131371.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1771706/000110465924131371/0001104659-24-131371-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1771706/000110465924131371/tm2431729d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-28T23:43:45.023925+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}