Vireo Growth Inc. (VREOF): M&A transaction — Vireo closes $69.8M WholesomeCo & Arches acquisition; issued 134.2M shares at $0.52

Vireo Growth Inc.

Total consideration of $69.8M paid in 134.2M subordinate voting shares at $0.52 reference price.
Deal represents 4.175x 2024 Reference EBITDA of $16M; includes earn-out and clawback provisions through 2026.
Selling shareholders subject to lock-up with tranches releasing over 33 months.
Other pending mergers in Missouri and Nevada remain on track to close in Q2 2025.
Issued 19M time- and 19M performance-vested RSUs to CEO Mazarakis; 9.5M each type to CFO Macdonald.

item 1.01 item 2.01 item 3.01 item 5.02 item 7.01 item 9.01

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Appointed

Mazarakis

Co-Executive Chairman and Chief Executive Officer

VREOF · Vireo Growth Inc.

Effective: 2024-12-17
Filed: May 12, 2025, 7:59 PM ET

In connection with Mr. Mazarakis’ appointment as Co-Executive Chairman and Chief Executive Officer of the Company, the Company issued to Mr. Mazarakis 19,000,000 RSUs settled in Parent Shares (the “Time-Vested RSUs”).

Appointed

Macdonald

Chief Financial Officer

VREOF · Vireo Growth Inc.

Effective: 2024-12-17
Filed: May 12, 2025, 7:59 PM ET

In connection with Mr. Macdonald’s appointment as Chief Financial Officer of the Company, the Company issued to Mr. Macdonald 9,500,000 Restricted Stock Units settled in Parent Shares (the “Time-Vested RSUs”).

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Mazarakis was appointed as Co-Executive Chairman and Chief Executive Officer at Vireo Growth Inc..

Action: appointed
Role: Co-Executive Chairman and Chief Executive Officer

Exact text from the filing

In connection with Mr. Mazarakis’ appointment as Co-Executive Chairman and Chief Executive Officer of the Company, the Company issued to Mr. Mazarakis 19,000,000 RSUs settled in Parent Shares (the “Time-Vested RSUs”).

View on SEC.gov

Executive change SEC 8-K Item 5.02 confidence 0.95

Macdonald was appointed as Chief Financial Officer at Vireo Growth Inc..

Action: appointed
Role: Chief Financial Officer

Exact text from the filing

In connection with Mr. Macdonald’s appointment as Chief Financial Officer of the Company, the Company issued to Mr. Macdonald 9,500,000 Restricted Stock Units settled in Parent Shares (the “Time-Vested RSUs”).

View on SEC.gov

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Vireo Growth Inc. completed an acquisition involving WholesomeCo, Inc. (closed 2025-05-12).

Action: acquisition
Counterparty: WholesomeCo, Inc.
Closing: 2025-05-12

Exact text from the filing

On May 12, 2025 (the “Closing Date”), Vireo completed its previously announced acquisition of Wholesome pursuant to a merger whereby Merger Sub merged with and into Wholesome (the “Merger”).

View on SEC.gov

68 m&a transactions filed in the last 30 days. Browse all m&a transactions →

Vireo Growth Inc. filing history →

Source: SEC EDGAR

accession 0001104659-25-047350

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