Vireo Growth Inc. (VREOF): M&A transaction — Vireo closes Eaze acquisition for $47M in stock; CEO awarded performance-based RSUs up to 3.5% diluted

Vireo Growth Inc.

Closed Eaze merger on April 1; issued 90.4M shares at $0.56 per share (base consideration $47.04M).
Potential earnout up to additional shares based on $76.8M imputed EBITDA with share price floor of $1.05.
CEO Mazarakis gets base salary increase to $2.25M (conditional on $1B market cap or Jan 2027) and 10M annual shares for 5 years from 2027.
Board appointed Michael Steiner as director; CEO also receives multi-phase RSUs (up to 2.5% per phase) conditional on shareholder approval.
NY subsidiary restructured: Ace gets 51% interest; Vireo issues $16M note at 7% to VHI.

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Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Vireo Growth Inc. completed an acquisition involving Eaze Inc. for US$47,040,000 in base consideration (closed 2026-04-01).

Action: acquisition
Counterparty: Eaze Inc.
Consideration: US$47,040,000 in base consideration
Closing: 2026-04-01

Exact text from the filing

adjustment with respect to certain of the estimated items included in the Estimated Closing Merger Consideration. In general, the Estimated Closing Merger Consideration is US$47,040,000 in base consideration (the “Base Consideration”), adjusted for certain items as described in the definition of Estimated Closing Merger Consideration in the Merger Agreement,

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Vireo Growth Inc. amended First Amendment with Eaze Inc. (effective 2026-04-01).

Action: amendment
Agreement: merger
Counterparty: Eaze Inc.
Effective: 2026-04-01

Exact text from the filing

On April 1, 2026, Vireo Growth Inc. (“Vireo” or the “Company”) entered that certain Amendment to Agreement and Plan of Merger (the “First Amendment”) by and among the Company, Simple Merger Sub Inc., a wholly owned subsidiary of the Company (“Merger Sub”), and Eaze Inc. (“Eaze”), which amended the Agreement and Plan of Merger, dated December 22, 2025

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Vireo Growth Inc. filing history →

Source: SEC EDGAR

accession 0001104659-26-039924

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