---
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"
generated_at: "2026-05-22T00:05:28.425172+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# Vireo closes $69.8M WholesomeCo & Arches acquisition; issued 134.2M shares at $0.52

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 2.01, 3.01, 5.02, 7.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-25-047350
- JSON: https://secwatch.observer/filing/0001104659-25-047350.json
- Plain text: https://secwatch.observer/filing/0001104659-25-047350.txt

## Key facts
- Executive change
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1771706/000110465925047350/0001104659-25-047350-index.htm
- Executive change
  Macdonald was appointed as Chief Financial Officer at Vireo Growth Inc..
  - Action: appointed
  - Role: Chief Financial Officer
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1771706/000110465925047350/0001104659-25-047350-index.htm
- M&A Transactions
  Vireo Growth Inc. completed an acquisition involving WholesomeCo, Inc. (closed 2025-05-12).
  - Action: acquisition
  - Counterparty: WholesomeCo, Inc.
  - Closing: 2025-05-12
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1771706/000110465925047350/0001104659-25-047350-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.