{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-25-124843","form_type":"8-K","ticker":"VREOF","cik":"0001771706","company_name":"Vireo Growth Inc.","filed_at":"2025-12-29T23:59:59+00:00","discovered_at":"2026-05-14T18:02:40.384556+00:00","generated_at":"2026-05-16T12:07:18.088271+00:00","sec_items":["3.02","8.01","7.01","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.65,"calibrated_materiality_score":0.65,"confidence":"high","headline":"Vireo Growth to acquire $2.6M face value of Schwazze notes for $1.6M in stock, reaching 89% ownership","bullets":["Acquiring ~$2.6M face value (principal + interest) of Schwazze's 13% Senior Secured Convertible Notes for ~$1.6M in subordinate voting shares at $0.54/share.","Upon closing, Vireo will own approximately 89% of the total outstanding Notes.","Schwazze is currently in default on payment obligations under the Notes; maturity is December 7, 2026.","CEO John Mazarakis is a partner of Chicago Atlantic Group, an affiliate of the collateral agent (related-party transaction).","Closing expected by December 31, 2025, subject to Canadian Stock Exchange approval."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-25-124843","json":"https://secwatch.observer/filing/0001104659-25-124843.json","markdown":"https://secwatch.observer/filing/0001104659-25-124843.md","text":"https://secwatch.observer/filing/0001104659-25-124843.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1771706/000110465925124843/0001104659-25-124843-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1771706/000110465925124843/tm2534419d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T12:07:18.088271+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":"d2f98f1ea0720c751e418dbf99cccd9bd09af406","claim":"Vireo Growth Inc. issued common stock to third-party noteholders for approximately $1.6 million payable in subordinate voting shares at $0.54 per share.","evidence_excerpt":"Total outstanding principal plus accrued interest of the acquired Notes is approximately $2.6 million, but the Notes will be acquired at a substantial discount to par value for total consideration of approximately $1.6 million payable in subordinate voting shares of the Company at closing at a price per share of $0.54.","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/1771706/000110465925124843/0001104659-25-124843-index.htm","confidence":0.7,"family_label":"Equity Issuances","details":[{"label":"Security","value":"common stock"},{"label":"Purchaser","value":"third-party noteholders"},{"label":"Consideration","value":"approximately $1.6 million payable in subordinate voting shares at $0.54 per share"}],"fact_type":"equity_issuance"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}