---
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"
generated_at: "2026-05-17T03:56:51.137344+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.9
calibrated_materiality_score: 0.9
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.9
- calibrated_materiality_score: 0.9
- confidence: high
- sec_items: 1.01, 2.01, 3.02, 7.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-25-099334
- JSON: https://secwatch.observer/filing/0001104659-25-099334.json
- Plain text: https://secwatch.observer/filing/0001104659-25-099334.txt

## Key facts
- Equity Issuances
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1771706/000110465925099334/0001104659-25-099334-index.htm

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