Vireo Growth Inc. (VREOF): M&A transaction — Vireo Growth closes $102M acquisition of Proper Brands in Missouri

Vireo Growth Inc.

Total consideration $102M paid with 196.2M subordinate voting shares at $0.52 reference price.
Transaction valued at 4.175x 2024 Closing EBITDA of $31M; clawback provision if 2026 EBITDA falls below.
Shares subject to 33-month lock-up with tranched unlocks; 10% placed in escrow for post-closing adjustments.
CEO John Mazarakis holds ~29% interest in Acquired Companies' debt via Chicago Atlantic; net debt ~$27.4M.

item 1.01 item 2.01 item 3.01 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

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

Vireo Growth Inc. completed an acquisition involving NGH Investments, Inc., Proper Holdings Management, Inc., Proper Holdings, LLC (closed 2025-06-05).

Action: acquisition
Counterparty: NGH Investments, Inc., Proper Holdings Management, Inc., Proper Holdings, LLC
Closing: 2025-06-05

Exact text from the filing

On June 5, 2025 (the “Closing Date”), the Company completed its previously announced acquisition of the Acquired Companies (the “Mergers”).

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Vireo Growth Inc. filing history →

Source: SEC EDGAR

accession 0001104659-25-057335

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