Vireo Growth acquires Eaze for ~$47M in stock, expanding to CA, FL, CO

Vireo Growth Inc.

Base consideration ~$47M in ~84M subordinate voting shares at $0.56 per share.
Acquisition adds 65 retail locations in CA, FL, CO; total footprint to 166 dispensaries across 10 states.
Earn-out based on 2026 EBITDA at 3.84x, payable in shares at higher of $1.05 or 20-day VWAP.
Closing expected first half 2026, subject to regulatory approvals and CSE approval.
Sellers' shares subject to lock-up with staggered releases through March 2028.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.98

Vireo Growth Inc. entered into Agreement and Plan of Merger with Eaze Inc. valued at approximately US$47 million in base consideration (effective 2025-12-22).

Action: entry
Agreement: merger
Counterparty: Eaze Inc.
Value: approximately US$47 million in base consideration
Effective: 2025-12-22

Exact text from the filing

On December 22, 2025, Vireo Growth Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with respect to a business combination with Eaze Inc., a Delaware corporation (“Eaze”) pursuant to which, following the closing of the business combination with Eaze (the “Merger”), the Company will issue a number of subordinate voting shares in consideration for all of the issued and outstanding shares of Eaze equal to the amount of the Estimated Closing Merger Consideration (as defined in the Merger Agreement) divided by US$0.56, subject to a post-closing purchase price adjustment with respect to certain of the estimated items included in the Estimated Closing Merger Consideration.

View on SEC.gov

290 material agreements filed in the last 30 days. Browse all material agreements →

Vireo Growth Inc. filing history →

Source: SEC EDGAR

accession 0001104659-25-125248

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.