Vireo Growth to acquire FLUENT in all-stock deal; exchange ratio 0.0705359

Vireo Growth Inc.

FLUENT shareholders receive 0.0705359 Vireo shares per share; transaction structured as court-approved plan of arrangement under Ontario law.
FLUENT generated ~$71.5M in Florida revenue in 2025; combined Florida platform to have ~74 stores and 144k sq ft cultivation/production canopy.
US$30M of FLUENT senior secured debt equitized into shares that convert to Vireo shares at closing, reducing post-closing leverage.
Transaction requires approval of 2/3 of FLUENT shareholders, court final order, and regulatory clearances; expected to close by March 31, 2027.
Termination fee of $2M payable by FLUENT in certain scenarios; Vireo shares issued exempt from US registration under Section 3(a)(10).

item 1.01 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

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

Vireo Growth Inc. entered into Arrangement Agreement with FLUENT Corp. (effective 2026-04-29).

Action: entry
Agreement: merger
Counterparty: FLUENT Corp.
Effective: 2026-04-29

Exact text from the filing

Vireo Growth Inc. (“Vireo” or the “Company”) entered into an arrangement agreement (the “Arrangement Agreement”) with FLUENT Corp. (“FLUENT”), pursuant to which Vireo agreed to acquire all of the issued and outstanding shares of FLUENT by way of a court-approved plan of arrangement under Section 182 of the Business Corporations Act (Ontario)

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Vireo Growth Inc. filing history →

Source: SEC EDGAR

accession 0001104659-26-055624

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