Vireo Growth Inc. — fact timeline

Vireo Growth Inc. incurred loan.

“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”

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.

“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”

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.

“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”

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).

“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.”

Vireo Growth Inc. engaged BDO USA, P.C. as its auditor.

“the Board of Directors of the Company ratified and approved the appointment of BDO USA, P.C. ("BDO") as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, effective June 5, 2026”

Vireo Growth Inc. dismissed Davidson & Company LLP as its auditor.

“the Board of Directors of the Company ratified and approved the dismissal of Davidson & Company LLP ("Davidson") as the Company’s independent registered public accounting firm, effective June 5, 2026”

Vireo Growth Inc. shareholders approved To consider and, if thought appropriate, to pass an ordinary resolution approving a distribution of securities to Mr. Mazarakis in accordance with the Second Amendment to the Mazarakis Employment Agreement, the full text of which is set forth in Proposal 6 in the Circular. at the 2026-05-29 meeting.

“Proposal #6 To consider and, if thought appropriate, to pass an ordinary resolution approving a distribution of securities to Mr. Mazarakis in accordance with the Second Amendment to the Mazarakis Employment Agreement, the full text of which is set forth in Proposal 6 in the Circular. For Against Abstentions Broker Non-Votes 459,058,140 19,155,087 94,909,458 58,675,720”

Vireo Growth Inc. shareholders approved To consider and, if thought appropriate, to pass an ordinary resolution approving a Second Amendment to the Employment Agreement between the Company and John Mazarakis as the Chief Executive Officer of the Company (the “Second Amendment to the Mazarakis Employment Agreement”), as more fully describe at the 2026-05-29 meeting.

“Proposal #5 To consider and, if thought appropriate, to pass an ordinary resolution approving a Second Amendment to the Employment Agreement between the Company and John Mazarakis as the Chief Executive Officer of the Company (the “Second Amendment to the Mazarakis Employment Agreement”), as more fully described in the Circular. For Against Abstentions Broker Non-Votes 446,824,793 31,397,846 94,900,046 58,675,720”

Vireo Growth Inc. shareholders approved To appoint Davidson & Company LLP as the auditors of the Company for the ensuing year and to authorize the Board to fix their remuneration. at the 2026-05-29 meeting.

“Proposal #4 To appoint Davidson & Company LLP as the auditors of the Company for the ensuing year and to authorize the Board to fix their remuneration. For Against Abstentions Broker Non-Votes 631,071,841 691,843 34,721 —”

Vireo Growth Inc. shareholders approved To consider and, if thought appropriate, to pass an ordinary resolution approving a consolidation of the Company’s outstanding subordinate voting shares, multiple voting shares and the super voting shares, each without par value, at a ratio not less than 20-for-1 and not more than 40-for-1, with the at the 2026-05-29 meeting.

“Proposal #3 To consider and, if thought appropriate, to pass an ordinary resolution approving a consolidation of the Company’s outstanding subordinate voting shares, multiple voting shares and the super voting shares, each without par value, at a ratio not less than 20-for-1 and not more than 40-for-1, with the ratio at which the consolidation would be effected to be a ratio within the range to be determined at the discretion of the board of directors of the Company (the “Board”), the full text of which is set forth in Proposal 3 in the Circular. For Against Abstentions Broker Non-Votes 622,771,167 1,013,130 8,014,108 —”

Vireo Growth Inc. shareholders approved To elect Dr. Kyle E. Kingsley, Ross M. Hussey, Victor E. Mancebo, Judd T. Nordquist, John Mazarakis, Michael Steiner and Christopher J. Hagedorn as directors of the Company to take office immediately following the Annual Meeting. at the 2026-05-29 meeting.

“Proposal #2 To elect Dr. Kyle E. Kingsley, Ross M. Hussey, Victor E. Mancebo, Judd T. Nordquist, John Mazarakis, Michael Steiner and Christopher J. Hagedorn as directors of the Company to take office immediately following the Annual Meeting.”

Vireo Growth Inc. shareholders approved To fix the number of directors of the Company to be elected at seven. at the 2026-05-29 meeting.

“Proposal #1 To fix the number of directors of the Company to be elected at seven. For Against Abstentions Broker Non-Votes 631,224,603 473,650 100,152 —”

Vireo Growth Inc. incurred term loan of US$41.0 million with Chicago Atlantic Financial Services, LLC (Chicago Atlantic) at prime plus 5.75% per annum maturing May 28, 2028.

“Concurrently with the closing of the acquisition of the Property and the issuance of the Seller Note, Buyer entered into a loan agreement with Chicago Atlantic Financial Services, LLC (together with its affiliates, “Chicago Atlantic”), pursuant to which Chicago Atlantic provided Buyer with a term loan in the original principal amount of US$41.0 million (the “Chicago Atlantic Loan”). The Chicago Atlantic Loan is evidenced by a promissory note and is secured by a second-priority mortgage, assignment of leases and rents, security agreement, financing statement and fixture filing encumbering the Property and related collateral (collectively, the “Chicago Atlantic Mortgage”). Under the Chicago Atlantic Loan and related loan documents: · The original principal amount is US$41.0 million. · The Chicago Atlantic Loan bears interest at prime plus 5.75% per annum and matures on May 28, 2028. The Chicago Atlantic Loan allows for voluntary prepayment of the loan subject to a make-whole premium as d”

Vireo Growth Inc. incurred term loan of US$49.0 million with IIP-NY 2 LLC (Seller) at 15% per annum maturing May 25, 2027 (with extension options).

“On May 26, 2026, Buyer entered into a term loan with Seller in the original principal amount of US$49.0 million (the “Seller Note”). The Seller Note is evidenced by a promissory note and is secured by a first-priority mortgage, assignment of leases and rents, security agreement, financing statement and fixture filing encumbering the Property and related collateral (collectively, the “Seller Mortgage”). Under the Seller Note and related loan documents: · The original principal amount is US$49.0 million. · The Seller Note bears interest at 15% per annum on the outstanding principal balance, payable in monthly installments of interest only. · The initial maturity date of the Seller Note is May 25, 2027. · Buyer has the right, subject to the satisfaction of specified conditions, to extend the maturity date of the Seller Note for up to two additional one-year periods, each upon payment of an extension fee equal to 1.0% of the then-outstanding principal balance and the absence of any uncured”

Vireo Growth Inc. reported the three months ended March 31, 2026 results: revenue $106.2 million.

“hereof, regardless of any general incorporation language in such filing. ​ --- EX-99.1 (EX-99.1) --- Vireo Growth Inc. Announces First Quarter 2026 Results Q1 GAAP revenue of $106.2 million increased 333.5% year-over-year, driven by recently closed M&A transactions Moves to 4 th largest cannabis company on a pro forma basis by revenue Closed the Schwazze acquisition”

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

“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)”

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.

“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”).”

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.

“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”

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).

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

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

“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”

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

“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,”

Vireo Growth Inc. completed an acquisition involving Medicine Man Technologies, Inc. d/b/a Schwazze for $111 million credit bid (closed 2026-03-19).

“of Schwazze’s collateral was completed, and the collateral agent under the indenture governing the Senior Secured Notes, acting at the direction of VHC, credit bid approximately $111 million principal amount of Senior Secured Notes on behalf of VHC and other noteholders (the “ Credit Bid ”). The Credit Bid was determined to be the winning bid upon conclusion of the”

Vireo Growth Inc. reported the fourth fiscal quarter ended December 31, 2025 results: revenue $104.5 million.

“Vireo Growth Inc. Announces Fourth Quarter 2025 Results Q4 GAAP revenue of $104.5 million increased 317.7% year-over-year”

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).

“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.”

Vireo Growth Inc. issued common stock to third-party noteholders for approximately $1.6 million payable in subordinate voting shares at $0.54 per share.

“Total outstanding principal plus accrued interest of the acquired Notes is approximately $2.6 million, but the Notes will be acquired at a substantial discount to par value for total consideration of approximately $1.6 million payable in subordinate voting shares of the Company at closing at a price per share of $0.54.”

Vireo Growth Inc. entered into APA with PharmaCann Inc., certain of PharmaCann's subsidiaries, and Argent Institutional Trust Company valued at $49,000,000.00 (effective 2025-12-16).

“On December 16, 2025, Vireo Health, Inc. (“ Buyer ”), a Delaware corporation and wholly owned subsidiary of Vireo Growth Inc. (the “ Company ”), the Company, PharmaCann Inc., a Delaware corporation (“ PharmaCann ”), certain of PharmaCann’s subsidiaries (collectively, with PharmaCann the “ Seller Parties ”), and Argent Institutional Trust Company (“ Agent ”), as collateral agent under the Indenture, dated as of June 24, 2021, by and among PharmaCann, as issuer, the Guarantors (as defined thereunder) party thereto, including the Seller Parties, and Agent, as trustee and collateral agent thereunder, entered into an Asset Purchase Agreement (the “ APA ”).”

Vireo Growth Inc. issued approximately 114,807,815 subordinate voting shares of common stock to previous holders of the Notes for total consideration of approximately $62 million.

“the Notes acquired was approximately $91,000,000, consisting of principal and interest, as of October 10, 2025. The Notes were acquired for total consideration of approximately $62 million, representing a substantial discount to par value. Vireo issued approximately 114,807,815 subordinate voting shares in consideration for the transaction to the previous holders”

Vireo Growth Inc. issued common stock to several holders (the 'Noteholders') of those certain 13% Senior Secured Convertible Notes due December 7, 2026 for at a deemed price per share of $0.54.

“approximately 86% of the total outstanding Notes. The consideration will be paid in the form of the Company’s subordinate voting shares at closing at a deemed price per share of $0.54 (the “Shares”). The purchases are expected to close by October 31, 2025, and are subject to approval by the Canadian Stock Exchange. The Notes accrue interest at a rate equal to”

Vireo Growth Inc. incurred convertible notes of $10,000,000 with Chicago Atlantic Opportunity Finance, LLC at Prime Rate (subject to a 7.5% floor) plus 5.0% per year maturing October 2, 2028.

“The Company issued a $10 million convertible note (the “Convertible Note”) to Chicago Atlantic Opportunity Finance, LLC, also with a second priority interest, that matures on October 2, 2028 with an option to extend for an additional year subject to a 1% extension fee of all Chicago Atlantic loans advanced, has a cash interest rate of Prime Rate (subject to a 7.5% floor) plus 5.0% per year, and is convertible into that number of the Company’s subordinate voting shares determined by dividing the outstanding principal amount plus all accrued but unpaid interest on the convertible notes on the date of such conversion by a conversion price of $0.625.”

Vireo Growth Inc. incurred term loan of $33,000,000 with Chicago Atlantic Opportunity Finance, LLC as Lender at Prime Rate (subject to a 7.5% floor) plus 5.5% per annum maturing October 2, 2028.

“Collateral Agent (“2L Agent”) and Chicago Atlantic Credit Advisers, LLC, as Lead Arranger (“Lead Arranger”). The Chicago Atlantic Term Loan provides for a principal amount of $33,000,000 to be loaned to the Borrowers along with a $50,000,000 accordion feature, available to support future strategic initiatives, subject to the sole discretion of the Lender and 2L”

Vireo Growth Inc. incurred term loan of $120,000,000 with East West Bank and Western Alliance Bank as Joint Lead Arrangers at one month Term SOFR (subject to a 3% floor) plus 4% per annum maturing July 31, 2028.

“Alliance Bank, as joint lead arrangers (collectively, in such capacities, the “Joint Lead Arrangers”). The First Lien Term Loan provides for an aggregate principal amount of $120,000,000 to be loaned to the Borrowers. The aggregate principal amount of the First Lien Term Loan amortizes in quarterly installments of $3,000,000 (or 10% per annum of the original”

Vireo Growth Inc. incurred credit facility of approximately $27,400,000 with the Agent at 11% maturing November 28, 2025.

“set forth under Item 2.01 of the Original Form 8-K related to the aggregate outstanding net debt of the Acquired Companies to the Agent and/or its affiliates of approximately $27,400,000 (which as of May 30, 2025 had decreased to approximately $25,500,000) pursuant to a Credit Agreement dated as of May 9, 2022 by and among Holdings, New Growth Horizon, LLC, a”

Vireo Growth Inc. incurred loan of approximately $19,200,000 at Prime Rate plus 6.5% maturing August 15, 2027.

“set forth under Item 2.01 of this Current Report on Form 8-K related to the aggregate outstanding net debt of Deep Roots to the Agent and/or its affiliates of approximately $19,200,000 pursuant to a Loan and Security Agreement dated as of April 15, 2024 by and among Deep Roots and certain of its affiliates, the Agent, and certain other parties thereto (as”

Vireo Growth Inc. completed an acquisition involving Deep Roots Holdings, Inc. (closed 2025-06-06).

“On June 6, 2025 (the “Closing Date”), Vireo completed its previously announced acquisition of Deep Roots pursuant to a merger whereby Merger Sub merged with and into Deep Roots (the “Merger”).”

Vireo Growth Inc. completed an acquisition involving NGH Investments, Inc., Proper Holdings Management, Inc., Proper Holdings, LLC (closed 2025-06-05).

“On June 5, 2025 (the “Closing Date”), the Company completed its previously announced acquisition of the Acquired Companies (the “Mergers”).”

Vireo Growth Inc. completed an acquisition involving WholesomeCo, Inc. (closed 2025-05-12).

“On May 12, 2025 (the “Closing Date”), Vireo completed its previously announced acquisition of Wholesome pursuant to a merger whereby Merger Sub merged with and into Wholesome (the “Merger”).”

Macdonald was appointed as Chief Financial Officer at Vireo Growth Inc..

“In connection with Mr. Macdonald’s appointment as Chief Financial Officer of the Company, the Company issued to Mr. Macdonald 9,500,000 Restricted Stock Units settled in Parent Shares (the “Time-Vested RSUs”).”

Mazarakis was appointed as Co-Executive Chairman and Chief Executive Officer at Vireo Growth Inc..

“In connection with Mr. Mazarakis’ appointment as Co-Executive Chairman and Chief Executive Officer of the Company, the Company issued to Mr. Mazarakis 19,000,000 RSUs settled in Parent Shares (the “Time-Vested RSUs”).”

Joseph Duxbury was appointed as Interim Chief Financial Officer at Vireo Growth Inc..

“On October 10, 2024, Joseph Duxbury, age 32, was appointed interim Chief Financial Officer of the Company.”

Amber Shimpa was appointed as Chief Executive Officer at Vireo Growth Inc..

“On October 10, 2024, Amber Shimpa, age 45, was appointed Chief Executive Officer of the Company.”

Joshua Rosen resigned as Chief Executive Officer at Vireo Growth Inc..

“On October 10, 2024, Joshua Rosen, Chief Executive Officer, Interim Chief Financial Officer and Director of the Company resigned from all of his positions with the Company.”

Patrick Peters resigned as Executive Vice President of Retail at Vireo Growth Inc..

“Patrick Peters, Executive Vice President of Retail of Vireo Health, Inc., a wholly-owned subsidiary of Goodness Growth Holdings, Inc. (the “ Company ”), informed the Company of his intention to resign from his position effective June 14, 2024.”

Josh Rosen was appointed as Chief Executive Officer at Vireo Growth Inc..

“On May 1, 2024, the Board of Directors of the Company appointed Josh Rosen, 51, currently serving as Interim Chief Executive Officer, Interim Chief Financial Officer and Director of the Company, as Chief Executive Officer of the Company, effective immediately.”

Vireo Growth Inc. amended Fifth Amendment to Lease Agreement with IIP-NY 2 LLC valued at USD$14 million (effective 2023-10-27).

“On October 27, 2023, a subsidiary of Goodness Growth Holdings, Inc. (the “Company”), entered into a Fifth Amendment to Lease Agreement (“Fifth Amendment”) by and between the Company and IIP-NY 2 LLC (“IIP”), which Fifth Amendment modified certain provisions of the Lease Agreement dated as of October 23, 2017”

John Heller departed as Chief Financial Officer at Vireo Growth Inc..

“John Heller, Chief Financial Officer of the registrant, is resigning his employment effective September 30, 2023.”

Vireo Growth Inc. entered into Option Agreement with HA-MD, LLC valued at $6,400,000 (effective 2023-08-11).

“On August 11, 2023, a subsidiary (the “Subsidiary”) of Goodness Growth Holdings, Inc. (the “Company”), entered into an Option Agreement (the “Option Agreement”) by and between the Company and HA-MD, LLC, a Maryland limited liability company (“HA-MD” or the “Target”).”

Vireo Growth Inc. reported first quarter ended March 31, 2023 results: revenue $ 19.1.

“referenced in this press are denominated in U.S. dollars. Summary of Key Financial Metrics Three Months Ended US $ in millions March 31, 2023 2022 Variance GAAP Revenue $ 19.1 $ 15.6 22.1 % Revenue (excluding discontinued operations) $ 19.1 $ 14.6 30.5 % GAAP Gross Profit $ 9.5 $ 2.5 280.0 % Gross Profit Margin 49.9 % 15.9 % 3,400 bps SG&A Expenses”

Vireo Growth Inc. incurred convertible notes of US$10 million committed principal amount and a discretionary additional principal amount of US$5 million with Chicago Atlantic Admin, LLC (Agent) at cash interest rate of 6.0 percent per year and a paid-in-kind interest rate of a maturing April 28, 2026.

“Among other matters, the Sixth Amendment provides a convertible note facility (the “Convertible Notes”) with a committed principal amount of US$10 million and a discretionary additional principal amount of US$5 million. The Convertible Notes mature April 28, 2026, have a cash interest rate of 6.0 percent per year and a paid-in-kind interest rate of an additional 6.0 percent per year”

Vireo Growth Inc. amended Sixth Amendment with Chicago Atlantic Admin, LLC (the Agent) and the lenders party thereto valued at US$10 million committed principal amount, with discretionary additional US$5 million (effective 2023-04-28).

“On April 28, 2023, Goodness Growth Holdings, Inc. (the “Company”), entered into a Sixth Amendment to the Credit Agreement by and among the Company and certain of its subsidiaries, the persons from time-to-time party thereto as guarantors, the lenders party thereto (the “Lenders”), and Chicago Atlantic Admin, LLC (the “Agent”) as administrative and collateral agent (the “Sixth Amendment”).”

Vireo Growth Inc. reported the fourth quarter and full year ended December 31, 2022 results: revenue $19.0 million (Q4) and $74.6 million (full year).

“Goodness Growth Holdings Announces Fourth Quarter and Full Year 2022 Results – 2022 revenue of $74.6 million increased 37.1% YOY and 57.8% excluding discontinued operations – – Q4 revenue of $19.0 million increased 39.4% YoY and 55.8% excluding discontinued operations”