---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-26-072936"
form_type: "8-K"
ticker: "VREOF"
cik: "0001771706"
company_name: "Vireo Growth Inc."
filed_at: "2026-06-11T20:06:08+00:00"
generated_at: "2026-06-11T20:07:46.409548+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Vireo Growth closes $13.66M Bridgewell acquisition; plans Nevada and Maryland dispensary buys

## Summary
- Closed Bridgewell acquisition for ~$13.66M in convertible notes; converts after 2 years into ~22M shares at $0.62/share.
- Assumed ~$30.35M debt, including $22M senior facility from Chicago Atlantic; CEO Mazarakis is affiliate of lender.
- Plans to acquire Nevada dispensary (M3 Wellness, $500K) and 49% of Maryland dispensaries (HA-MD, $1.55M); both pending approvals.
- Consideration includes subordinate voting shares: 416,667 for Nevada and 1,111,110 for Maryland, at ~$0.675/share.

## SEC filing metadata
- accession: 0001104659-26-072936
- form_type: 8-K
- ticker: VREOF
- cik: 0001771706
- company_name: Vireo Growth Inc.
- filed_at: 2026-06-11T20:06:08+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1771706/000110465926072936/0001104659-26-072936-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1771706/000110465926072936/tm2617497d2_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-26-072936
- JSON: https://secwatch.observer/filing/0001104659-26-072936.json
- Plain text: https://secwatch.observer/filing/0001104659-26-072936.txt

## Key facts
- Debt Financings
  Vireo Growth Inc. incurred credit facility of approximately US$30.35 million in aggregate principal and accrued interest, including approximately US$22.0 million outs with Chicago Atlantic Financial Services, LLC, as administrative agent.
  - Instrument: credit facility
  - Principal: approximately US$30.35 million in aggregate principal and accrued interest, including approximately US$22.0 million outs
  - Counterparty: Chicago Atlantic Financial Services, LLC, as administrative agent
  - Event: incurrence
  source text: assumed certain outstanding indebtedness of Agribusiness Holdings and its subsidiaries that will remain outstanding following the closing of the Acquisition, consisting of approximately US$30.35 million in aggregate principal and accrued interest, including approximately US$22.0 million outstanding under a senior secured loan and security agreement with Chicago Atlantic Financial Services, LLC, as administrative agent
  evidence_url: https://www.sec.gov/Archives/edgar/data/1771706/000110465926072936/0001104659-26-072936-index.htm
- Debt Financings
  Vireo Growth Inc. incurred loan.
  - Instrument: loan
  - Event: incurrence
  source text: a new subordinated promissory note (the “Redemption Note”) was issued on the closing date by Agribusiness Holdings in favor of one of the Sellers, which also constitutes assumed indebtedness
  evidence_url: https://www.sec.gov/Archives/edgar/data/1771706/000110465926072936/0001104659-26-072936-index.htm
- Debt Financings
  Vireo Growth Inc. incurred convertible notes of aggregate principal amount equal to the closing purchase price of approximately US$13.66 million at 3.85% per annum maturing the fifth anniversary of their respective dates of issuance.
  - Instrument: convertible notes
  - Principal: aggregate principal amount equal to the closing purchase price of approximately US$13.66 million
  - Rate: 3.85% per annum
  - Maturity: the fifth anniversary of their respective dates of issuance
  - Event: incurrence
  source text: the Company (i) issued to the Sellers unsecured, subordinated convertible promissory notes (the “Notes”) in an aggregate principal amount equal to the closing purchase price of approximately US$13.66 million, which Notes bear interest at a rate of 3.85% per annum and mature on the fifth anniversary of their respective dates of issuance, unless earlier converted in accordance with their terms
  evidence_url: https://www.sec.gov/Archives/edgar/data/1771706/000110465926072936/0001104659-26-072936-index.htm
- Material Agreements
  Vireo Growth Inc. entered into Securities Purchase Agreement with Bridgewell Agribusiness LLC, BWAB Holdings, LLC, Agribusiness Holdings Limited Partnership, the persons listed as "Ultimate Sellers" on Schedule I to the Purchase Agreement valued at US$40 million (effective 2026-06-05).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: Bridgewell Agribusiness LLC, BWAB Holdings, LLC, Agribusiness Holdings Limited Partnership, the persons listed as "Ultimate Sellers" on Schedule I to the Purchase Agreement
  - Value: US$40 million
  - Effective: 2026-06-05
  source text: On June 5, 2026, Vireo Growth Inc. (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Bridgewell Agribusiness LLC, an Oregon limited liability company (“Bridgewell”), BWAB Holdings, LLC, an Oregon limited liability company (“BWAB Holdings”), Agribusiness Holdings Limited Partnership, an Oregon limited partnership (“Agribusiness Holdings”), the persons listed as “Ultimate Sellers” on Schedule I to the Purchase Agreement (each, a “Seller” and, collectively, the “Sellers”) and certain other parties thereto.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1771706/000110465926072936/0001104659-26-072936-index.htm

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