Vireo Growth amends merger agreements for Proper, Deep Roots, Wholesome; shareholders approve deals

Vireo Growth Inc.

Amendments adjust earnout calculation (greater of $37.5M or 5x revenue minus $4M) and soften forfeiture triggers.
Majority shareholders (51.5% voting power) approve mergers, share issuance at $0.52, and RSU grants to CEO/CFO.
Proper merger forfeiture now triggered solely by EBITDA shortfall of $31M; market share/EBITDA margin conditions removed.
CEO Mazarakis granted 19M time-based and 19M performance-based RSUs; CFO Macdonald receives 9.5M each.
Deep Roots and Wholesome amendments clarify no additional shares from surviving companies, except for conversion.

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