---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-25-067451"
form_type: "8-K"
ticker: "VREOF"
cik: "0001771706"
company_name: "Vireo Growth Inc."
filed_at: "2025-07-11T23:59:59+00:00"
generated_at: "2026-05-18T06:57:52.584018+00:00"
event_type: "debt"
sentiment: "positive"
materiality_score: 0.8
calibrated_materiality_score: 0.8
confidence: "high"
source: SEC EDGAR
---

# Vireo closes $153M refinancing; expects $10M+ annual interest savings

## Summary
- Closed $120M first lien term loan at 8.3% interest with bank syndicate; oversubscribed.
- Closed $33M second lien term loan with $50M accordion from Chicago Atlantic.
- Proceeds used to retire ~$114M existing senior debt, recapture $10M from WholesomeCo merger, and refinance $10M convertible note.
- Expected annual interest savings of more than $10M; balance sheet strengthened with over $100M cash.
- CEO Mazarakis may receive bonus of 0.8% of refinanced principal; CFO Macdonald 0.4%.

## SEC filing metadata
- accession: 0001104659-25-067451
- form_type: 8-K
- ticker: VREOF
- cik: 0001771706
- company_name: Vireo Growth Inc.
- filed_at: 2025-07-11T23:59:59+00:00
- event_type: debt
- sentiment: positive
- materiality_score: 0.8
- calibrated_materiality_score: 0.8
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 5.02, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1771706/000110465925067451/0001104659-25-067451-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1771706/000110465925067451/tm2520607d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-25-067451
- JSON: https://secwatch.observer/filing/0001104659-25-067451.json
- Plain text: https://secwatch.observer/filing/0001104659-25-067451.txt

## Key facts
- Debt Financings
  Vireo Growth Inc. incurred convertible notes of $10,000,000 with Chicago Atlantic Opportunity Finance, LLC at Prime Rate (subject to a 7.5% floor) plus 5.0% per year maturing October 2, 2028.
  - Instrument: convertible notes
  - Principal: $10,000,000
  - Counterparty: Chicago Atlantic Opportunity Finance, LLC
  - Rate: Prime Rate (subject to a 7.5% floor) plus 5.0% per year
  - Maturity: October 2, 2028
  - Event: incurrence
  source text: The Company issued a $10 million convertible note (the “Convertible Note”) to Chicago Atlantic Opportunity Finance, LLC, also with a second priority interest, that matures on October 2, 2028 with an option to extend for an additional year subject to a 1% extension fee of all Chicago Atlantic loans advanced, has a cash interest rate of Prime Rate (subject to a 7.5% floor) plus 5.0% per year, and is convertible into that number of the Company’s subordinate voting shares determined by dividing the outstanding principal amount plus all accrued but unpaid interest on the convertible notes on the date of such conversion by a conversion price of $0.625.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1771706/000110465925067451/0001104659-25-067451-index.htm
- Debt Financings
  Vireo Growth Inc. incurred term loan of $120,000,000 with East West Bank and Western Alliance Bank as Joint Lead Arrangers at one month Term SOFR (subject to a 3% floor) plus 4% per annum maturing July 31, 2028.
  - Instrument: term loan
  - Principal: $120,000,000
  - Counterparty: East West Bank and Western Alliance Bank as Joint Lead Arrangers
  - Rate: one month Term SOFR (subject to a 3% floor) plus 4% per annum
  - Maturity: July 31, 2028
  - Event: incurrence
  source text: Alliance Bank, as joint lead arrangers (collectively, in such capacities, the “Joint Lead Arrangers”). The First Lien Term Loan provides for an aggregate principal amount of $120,000,000 to be loaned to the Borrowers. The aggregate principal amount of the First Lien Term Loan amortizes in quarterly installments of $3,000,000 (or 10% per annum of the original
  evidence_url: https://www.sec.gov/Archives/edgar/data/1771706/000110465925067451/0001104659-25-067451-index.htm
- Debt Financings
  Vireo Growth Inc. incurred term loan of $33,000,000 with Chicago Atlantic Opportunity Finance, LLC as Lender at Prime Rate (subject to a 7.5% floor) plus 5.5% per annum maturing October 2, 2028.
  - Instrument: term loan
  - Principal: $33,000,000
  - Counterparty: Chicago Atlantic Opportunity Finance, LLC as Lender
  - Rate: Prime Rate (subject to a 7.5% floor) plus 5.5% per annum
  - Maturity: October 2, 2028
  - Event: incurrence
  source text: Collateral Agent (“2L Agent”) and Chicago Atlantic Credit Advisers, LLC, as Lead Arranger (“Lead Arranger”). The Chicago Atlantic Term Loan provides for a principal amount of $33,000,000 to be loaned to the Borrowers along with a $50,000,000 accordion feature, available to support future strategic initiatives, subject to the sole discretion of the Lender and 2L
  evidence_url: https://www.sec.gov/Archives/edgar/data/1771706/000110465925067451/0001104659-25-067451-index.htm

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