---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-25-058908"
form_type: "8-K"
ticker: "VREOF"
cik: "0001771706"
company_name: "Vireo Growth Inc."
filed_at: "2025-06-12T23:59:59+00:00"
generated_at: "2026-05-19T10:55:43.750599+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Vireo closes $132.7M acquisition of Nevada cannabis operator Deep Roots; 255.2M shares issued

## Summary
- Consideration 255.2M Vireo shares at $0.52/share; multiple 4.175x 2024 Closing EBITDA of $30M.
- Deep Roots operates 54,000 sq ft cultivation facility and 10 retail dispensaries in Nevada.
- Selling shareholders subject to 33-month voluntary lock-up with tranche releases.
- Earn-out and clawback provisions based on 2026 EBITDA vs Closing EBITDA; max clawback 50% of shares.
- Vireo assumed ~$19.2M debt under CA Loan Agreement at Prime +6.5%, maturing Aug 2027.

## SEC filing metadata
- accession: 0001104659-25-058908
- form_type: 8-K
- ticker: VREOF
- cik: 0001771706
- company_name: Vireo Growth Inc.
- filed_at: 2025-06-12T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 2.01, 2.03, 3.02, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1771706/000110465925058908/0001104659-25-058908-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1771706/000110465925058908/tm2517546d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-25-058908
- JSON: https://secwatch.observer/filing/0001104659-25-058908.json
- Plain text: https://secwatch.observer/filing/0001104659-25-058908.txt

## Key facts
- Debt Financings
  Vireo Growth Inc. incurred loan of approximately $19,200,000 at Prime Rate plus 6.5% maturing August 15, 2027.
  - Instrument: loan
  - Principal: approximately $19,200,000
  - Rate: Prime Rate plus 6.5%
  - Maturity: August 15, 2027
  - Event: incurrence
  source text: set forth under Item 2.01 of this Current Report on Form 8-K related to the aggregate outstanding net debt of Deep Roots to the Agent and/or its affiliates of approximately $19,200,000 pursuant to a Loan and Security Agreement dated as of April 15, 2024 by and among Deep Roots and certain of its affiliates, the Agent, and certain other parties thereto (as
  evidence_url: https://www.sec.gov/Archives/edgar/data/1771706/000110465925058908/0001104659-25-058908-index.htm
- M&A Transactions
  Vireo Growth Inc. completed an acquisition involving Deep Roots Holdings, Inc. (closed 2025-06-06).
  - Action: acquisition
  - Counterparty: Deep Roots Holdings, Inc.
  - Closing: 2025-06-06
  source text: On June 6, 2025 (the “Closing Date”), Vireo completed its previously announced acquisition of Deep Roots pursuant to a merger whereby Merger Sub merged with and into Deep Roots (the “Merger”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1771706/000110465925058908/0001104659-25-058908-index.htm

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