Vireo Growth acquires Hawthorne Gardening, gains $110M cash+NWC, pays 213M shares + 80M warrants

Vireo Growth Inc.

Vireo issued 213M shares (deemed $0.60) and 80M warrants ($0.85 strike) to Good Dog (Scotts designee) for Hawthorne.
Acquired ~$35M cash, ~$58M net working capital, and $20M inventory supply over 2 years from Hawthorne.
Chris Hagedorn, Scotts EVP, nominated to Vireo board at May 29 AGM.
Good Dog owns ~14% of Vireo; if warrants exercised would own ~19%.
Lock-up: 10% at 6 months, 30% at 12/18/24 months.

item 1.01 item 2.02 item 3.02 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

Vireo Growth Inc. issued 213,000,000 subordinate voting shares of common stock to Good Dog Holdings LLC, as the Seller's designee for deemed value of $0.60 per share.

Security: common stock
Shares: 213,000,000 subordinate voting shares
Purchaser: Good Dog Holdings LLC, as the Seller's designee
Consideration: deemed value of $0.60 per share

Exact text from the filing

Pursuant to the SPA, the Company issued to Good Dog Holdings LLC, as the Seller’s designee (the “Seller Designee”), 213,000,000 subordinate voting shares (the “Vireo Shares”) at a deemed value of $0.60 per share

View on SEC.gov

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

Vireo Growth Inc. issued 80,000,000 subordinate voting shares of warrant to Good Dog Holdings LLC, as the Seller's designee for exercise price of $0.85.

Security: warrant
Shares: 80,000,000 subordinate voting shares
Purchaser: Good Dog Holdings LLC, as the Seller's designee
Consideration: exercise price of $0.85

Exact text from the filing

Additionally, pursuant to the SPA, the Company executed and delivered to the Seller Designee a warrant agreement (the “Warrant Agreement”) to purchase 80,000,000 subordinate voting shares at an exercise price of $0.85 (the “Warrants”).

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

Vireo Growth Inc. entered into Securities Purchase Agreement with Prolific Supply LLC, The Scotts Miracle-Gro Company, SMG Growing Media LLC, Good Dog Holdings LLC (effective 2026-04-08).

Action: entry
Agreement: equity purchase
Counterparty: Prolific Supply LLC, The Scotts Miracle-Gro Company, SMG Growing Media LLC, Good Dog Holdings LLC
Effective: 2026-04-08

Exact text from the filing

nto a securities purchase agreement (the “SPA”) by and among the Company, Prolific Supply LLC, an indirect wholly owned subsidiary

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Vireo Growth Inc. filing history →

Source: SEC EDGAR

accession 0001104659-26-043175

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