Vireo acquires 86% of Schwazze's senior secured notes for $62M in shares; enters RSA to take control of assets

Vireo Growth Inc.

Acquired ~$91M face value (principal + interest) of Schwazze's 13% Senior Secured Notes for ~$62M in 114.8M subordinate voting shares at $0.54/share.
Restructuring Support Agreement (RSA) signed: Vireo-led credit bid targets acquisition of majority of Schwazze's assets via UCC sale; auction set for Nov 14, 2025.
NewCo to receive up to $62M in financing to refinance Schwazze's Star Bud seller notes and provide working capital.
Schwazze operates 63 dispensaries and 10 manufacturing facilities in Colorado and New Mexico.
Closing conditions include regulatory approvals; Schwazze notes currently in default.

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Key facts

Extracted from this filing and checked against the source text.

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

Vireo Growth Inc. issued approximately 114,807,815 subordinate voting shares of common stock to previous holders of the Notes for total consideration of approximately $62 million.

Security: common stock
Shares: approximately 114,807,815 subordinate voting shares
Purchaser: previous holders of the Notes
Consideration: total consideration of approximately $62 million

Exact text from the filing

the Notes acquired was approximately $91,000,000, consisting of principal and interest, as of October 10, 2025. The Notes were acquired for total consideration of approximately $62 million, representing a substantial discount to par value. Vireo issued approximately 114,807,815 subordinate voting shares in consideration for the transaction to the previous holders

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Source: SEC EDGAR

accession 0001104659-25-099334

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