{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-25-099334","form_type":"8-K","ticker":"VREOF","cik":"0001771706","company_name":"Vireo Growth Inc.","filed_at":"2025-10-14T23:59:59+00:00","discovered_at":"2026-05-14T18:02:40.382989+00:00","generated_at":"2026-05-17T03:56:51.137344+00:00","sec_items":["1.01","2.01","3.02","7.01","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.9,"calibrated_materiality_score":0.9,"confidence":"high","headline":"Vireo acquires 86% of Schwazze's senior secured notes for $62M in shares; enters RSA to take control of assets","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-25-099334","json":"https://secwatch.observer/filing/0001104659-25-099334.json","markdown":"https://secwatch.observer/filing/0001104659-25-099334.md","text":"https://secwatch.observer/filing/0001104659-25-099334.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1771706/000110465925099334/0001104659-25-099334-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1771706/000110465925099334/tm2528666d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-17T03:56:51.137344+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"f3ec784e6ca13f9b5e16ef372248b40276341ba8","claim":"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.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/1771706/000110465925099334/0001104659-25-099334-index.htm","confidence":0.9,"family_label":"Equity Issuances","details":[{"label":"Security","value":"common stock"},{"label":"Shares","value":"approximately 114,807,815 subordinate voting shares"},{"label":"Purchaser","value":"previous holders of the Notes"},{"label":"Consideration","value":"total consideration of approximately $62 million"}],"fact_type":"equity_issuance"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}