{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-25-047350","form_type":"8-K","ticker":"VREOF","cik":"0001771706","company_name":"Vireo Growth Inc.","filed_at":"2025-05-12T23:59:59+00:00","discovered_at":"2026-05-14T18:02:49.652123+00:00","generated_at":"2026-05-22T00:05:28.425172+00:00","sec_items":["1.01","2.01","3.01","5.02","7.01","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.85,"calibrated_materiality_score":0.85,"confidence":"high","headline":"Vireo closes $69.8M WholesomeCo & Arches acquisition; issued 134.2M shares at $0.52","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-25-047350","json":"https://secwatch.observer/filing/0001104659-25-047350.json","markdown":"https://secwatch.observer/filing/0001104659-25-047350.md","text":"https://secwatch.observer/filing/0001104659-25-047350.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1771706/000110465925047350/0001104659-25-047350-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1771706/000110465925047350/tm2514718d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-22T00:05:28.425172+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":[{"claim_id":"0d8c274e59","claim":"Mazarakis was appointed as Co-Executive Chairman and Chief Executive Officer at Vireo Growth Inc..","evidence_excerpt":"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”).","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1771706/000110465925047350/0001104659-25-047350-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Co-Executive Chairman and Chief Executive Officer"}],"fact_type":"executive_change"},{"claim_id":"3d1151ce55","claim":"Macdonald was appointed as Chief Financial Officer at Vireo Growth Inc..","evidence_excerpt":"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”).","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1771706/000110465925047350/0001104659-25-047350-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Chief Financial Officer"}],"fact_type":"executive_change"},{"claim_id":"3f4909df5fc4b589ecf725db1eef36852bb021be","claim":"Vireo Growth Inc. completed an acquisition involving WholesomeCo, Inc. (closed 2025-05-12).","evidence_excerpt":"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”).","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1771706/000110465925047350/0001104659-25-047350-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"acquisition"},{"label":"Counterparty","value":"WholesomeCo, Inc."},{"label":"Closing","value":"2025-05-12"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}