---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-25-125248"
form_type: "8-K"
ticker: "VREOF"
cik: "0001771706"
company_name: "Vireo Growth Inc."
filed_at: "2025-12-30T23:59:59+00:00"
generated_at: "2026-05-16T12:00:40.149408+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- accession: 0001104659-25-125248
- form_type: 8-K
- ticker: VREOF
- cik: 0001771706
- company_name: Vireo Growth Inc.
- filed_at: 2025-12-30T23:59:59+00:00
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 3.02, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1771706/000110465925125248/0001104659-25-125248-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1771706/000110465925125248/tm2534505d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-25-125248
- JSON: https://secwatch.observer/filing/0001104659-25-125248.json
- Plain text: https://secwatch.observer/filing/0001104659-25-125248.txt

## Key facts
- Material Agreements
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1771706/000110465925125248/0001104659-25-125248-index.htm

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