Vireo Growth Inc 8-K, filed Nov 12, 2025
Vireo Growth Inc. (VREOF)
About this 8-K
Vireo Growth Inc filed this 8-K on November 12, 2025.
Items reported
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
UNITED STATES
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Washington, D.C. 20549
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CURRENT REPORT
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Item 2.02. Results of Operations and Financial Condition.
On November 12, 2025, Vireo Growth Inc. (the “Company”) issued a press release to report its financial results for the quarter ended September 30, 2025. A copy of the press release is furnished as Exhibit 99.1 hereto.
The information in this Item 2.02 and in Exhibit 99.1 is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. The information in this this Item 2.02 and in Exhibit 99.1 shall not be deemed to be incorporated by reference into any filing of the Company whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. |
| Description |
99.1 | | |
104 | | Cover Page Interactive Data File (embedded within Inline XBRL document) |
**Furnished herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
VIREO GROWTH INC. (Registrant) | ||
| | |
By: | /s/ Tyson Macdonald | |
Tyson Macdonald | ||
Chief Financial Officer | ||
| | |
Date: November 12, 2025 | | |
Exhibit 99.1
Vireo Growth Inc. Announces Third Quarter 2025 Results
Q3 GAAP revenue of $91.7 million increased 264% year-over-year, driven by recently closed M&A transactions and organic growth throughout the portfolio
Completed refinancing of senior secured debt which is expected to decrease annualized interest expense by $10 million
Closed Q3 with $117 million in cash; expects to remain acquisitive in distressed environment
MINNEAPOLIS – November 12, 2025 – Vireo Growth Inc. (“Vireo” or the “Company”) (CSE: VREO; OTCQX: VREOF), today reported financial results for its third fiscal quarter ended September 30, 2025. Key financial results are presented below in summary form with supporting commentary and discussion from management of certain key operating metrics which the Company uses to judge its performance. All currency figures referenced herein are denominated in U.S. dollars.
Summary of Key Financial Metrics
|
| Three Months Ended |
| Nine Months Ended |
| ||||||||||||
US $in millions | | September 30, | | September 30, | | ||||||||||||
| | 2025 |
| 2024 |
| Variance | | 2025 |
| 2024 |
| Variance | | ||||
GAAP Revenue | | $ | 91.7 | | $ | 25.2 | | 264.2 | % | $ | 164.3 | | $ | 74.4 | | 120.9 | % |
GAAP Gross Profit | | $ | 37.4 | | $ | 12.3 | | 204.1 | % | $ | 70.2 | | $ | 38.1 | | 84.3 | % |
Gross Profit Margin | | | 40.8 | % | | 49.0 | % | -820 | bps | | 42.7 | % | | 51.3 | % | -860 | bps |
Adjusted Gross Profit1 | | $ | 50.8 | | $ | 12.7 | | 300.0 | % | $ | 88.5 | | $ | 38.2 | | 131.7 | % |
Adjusted Gross Profit Margin1 | | | 55.4 | % | | 50.4 | % | 500 | bps | | 53.9 | % | | 51.3 | % | 250 | bps |
GAAP Operating Income | | $ | 0.8 | | $ | 3.9 | | -79.0 | % | $ | 0.8 | | $ | 14.4 | | -94.7 | % |
GAAP Operating Income Margin | | | 0.9 | % | | 15.5 | % | -1,460 | bps | | 0.5 | % | | 19.4 | % | -1,890 | bps |
Adjusted Operating Income2 | | $ | 21.0 | | $ | 5.2 | | 303.8 | % | $ | 38.0 | | $ | 15.8 | | 140.5 | % |
Adjusted Operating Income Margin2 | | | 22.9 | % | | 20.6 | % | 230 | bps | | 23.1 | % | | 21.2 | % | 190 | bps |
Adjusted EBITDA | | $ | 25.4 | | $ | 6.4 | | 297.0 | % | $ | 45.2 | | $ | 18.5 | | 144.7 | % |
Adjusted EBITDA Margin | | | 27.7 | % | | 25.3 | % | 230 | bps | | 27.5 | % | | 24.8 | % | 268 | bps |
1Excludes fair value adjustments and Grown Rogue termination fee
2Excludes fair value adjustments, Grown Rogue termination fee, share based compensation and transaction expenses
NOTE: Adjusted Gross Profit, Adjusted Gross Profit Margin, Adjusted Operating Income, Adjusted Operating Income Margin, Adjusted EBITDA, and Adjusted EBITDA Margin are non-GAAP financial measures. Please refer to the end of this press release for a definition of these measures and a reconciliation to the most directly comparable GAAP measures.
Management Commentary
Chief Executive Officer John Mazarakis commented, “Our third quarter results reflect continued progress against our objective to create a portfolio of prolific brands in cannabis. Performance was in line with our expectations and is beginning to demonstrate the impact of our efforts to transform the Company through accretive M&A. As we exit 2025 and begin the new year, we will continue optimizing all areas of our business while remaining opportunistic with respect to further acquisitive growth opportunities.”
Recent Developments
On September 16, 2025, the Company recorded its first sale of adult use cannabis in Minnesota at its historic downtown Minneapolis Green Goods® dispensary. The Company is now dispensing a full suite of both medical and adult-use cannabis products at all eight of its Green Goods™ dispensaries located throughout the State of Minnesota. As one of the state’s operational licensed adult-use cannabis cultivators and retailers, and with a population of 5.7 million people, the launch of Minnesota’s adult-use cannabis market is expected to serve as an organic revenue growth catalyst for Vireo for the foreseeable future.
On October 14, 2025, the Company announced that it closed on a transaction to acquire outstanding senior secured convertible notes of public U.S. multi-state cannabis operator Schwazze, and that it entered into a Restructuring Support Agreement with Schwazze. The parties plan to restructure the operations and capital structure of Schwazze and its subsidiaries through a series of transactions, including the UCC sale of certain assets representing a majority of the total assets of Schwazze to a newly-formed entity to be majority-owned by Vireo, and the liquidation and winding down of Schwazze’s remaining operations. Schwazze currently operates 46 dispensaries and 2 manufacturing facilities throughout Colorado and New Mexico.
On October 29, 2025, the Company announced that it has reached a comprehensive settlement agreement with Verano Holdings Corp., dismissing all outstanding litigation matters between the two companies that are pending before the Supreme Court of British Columbia, Canada. The terms of the agreement were approved by the respective Boards of Directors of both companies. The value of the settlement to Vireo is approximately $10 million.
At the end of the third quarter, the Company had largely completed integration of its recent acquisitions, including streamlined accounting, finance, human resources, insurance, and procurement operations, as well as the implementation of a new Enterprise Resource Planning system across the organization. The Company has already realized corporate overhead synergies, and full integration is expected to be completed by the end of the year.
Balance Sheet and Liquidity
As of September 30, 2025, total current assets excluding New York assets held for sale and income taxes receivable were $191.1 million, including cash on hand of $117.5 million. Total current liabilities excluding New York liabilities held for sale and uncertain tax liabilities were $60.8 million. As of September 30, 2025, the Company had a total of 1,062,254,684 shares outstanding on the treasury method basis using a share price of $0.64.
Conference Call and Webcast Information
Vireo management will host a conference call with research analysts today, November 12, 2025, at 8:30 a.m. ET (7:30 a.m. CT) to discuss its financial results for its third quarter ended September 30, 2025. Interested parties may attend the conference call by dialing 1-800-715-9871 (Toll-Free) (US and Canada) or 1-646-307-1963 (Toll) (International) and referencing conference ID number 7974705.
A live audio webcast of this event will also be available in the Events & Presentations section of the Company’s Investor Relations website and via the following link:
https://events.q4inc.com/attendee/235390523.
About Vireo Growth Inc.
Vireo was founded in 2014 as a pioneering medical cannabis company. Vireo is building a disciplined, strategically aligned, and execution-focused platform in the industry. This strategy drives our intense local market focus while leveraging the strength of a national portfolio. We are committed to hiring industry leaders and deploying capital and talent where we believe it will drive the most value. Vireo operates with a long-term mindset, a bias for action, and an unapologetic commitment to its customers, employees, shareholders, industry collaborators, and the communities it serves. For more information about Vireo, visit www.vireogrowth.com.
Additional Information
Additional information relating to the Company’s third quarter 2025 results will be available on EDGAR and SEDAR+ later today. Vireo refers to certain non-GAAP financial measures such as Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA), Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Gross Profit, Adjusted Gross Profit Margin, Adjusted Operating Income, and Adjusted Operating Income Margin in circumstances in which the Company believes that doing so provides additional perspective and insights when analyzing the core operating performance of the business. These measures do not have any standardized meaning and may not be comparable to similar measures presented by other issuers. Please see the Supplemental Information and Reconciliation of Non-GAAP Financial Measures at the end of this news release for more detailed information regarding non-GAAP financial measures including a reconciliation of each measure to the most directly comparable GAAP financial measure.
Contact Information
Joe Duxbury
Chief Accounting Officer
investor@vireogrowth.com
(612) 314-8995
Forward-Looking Statement Disclosure
This press release contains “forward-looking information” within the meaning of applicable United States and Canadian securities legislation. To the extent any forward-looking information in this press release constitutes “financial outlooks” within the meaning of applicable United States or Canadian securities laws, this information is being provided as preliminary financial results; the reader is cautioned that this information may not be appropriate for any other purpose and the reader should not place undue reliance on such financial outlooks. Forward-looking information contained in this press release may be identified by the use of words such as “should,” “believe,” “estimate,” “would,” “looking forward,” “may,” “continue,” “expect,” “expected,” “will,” “likely,” “subject to,” and variations of such words and phrases, or any statements or clauses containing verbs in any future tense and includes statements regarding the expected decrease in annualized interest expense as a result of the completion of the refinancing of senior secured debt; the Company’s future M&A strategy and optimization of all areas of the Company’s business; the expected benefits of the Company’s expansion into the adult-use cannabis market, including expected future revenues and growth associated therewith; expectations around the proposed transactions involving Schwazze and its assets; and the Company’s expectations around integration of the operations of its recent acquisitions at timing thereof. These statements should not be read as guarantees of future performance or results. Forward-looking information includes both known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of the Company or its subsidiaries to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements or information contained in this press release. Financial outlooks, as with forward-looking information generally, are, without limitation, based on the assumptions and subject to various risks
as set out herein and in our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q filed with the Securities Exchange Commission. Our actual financial position and results of operations may differ materially from management’s current expectations and, as a result, our revenue, EBITDA, Adjusted EBITDA, and cash on hand may differ materially from the values provided in this press release. Forward-looking information is based upon a number of estimates and assumptions of management, believed but not certain to be reasonable, in light of management’s experience and perception of trends, current conditions, and expected developments, as well as other factors relevant in the circumstances, including assumptions in respect of current and future market conditions, the current and future regulatory environment, and the availability of licenses, approvals and permits.
Although the Company believes that the expectations and assumptions on which such forward-looking information is based are reasonable, the reader should not place undue reliance on the forward-looking information because the Company can give no assurance that they will prove to be correct. Actual results and developments may differ materially from those contemplated by these statements. Forward-looking information is subject to a variety of risks and uncertainties that could cause actual events or results to differ materially from those projected in the forward-looking information. Such risks and uncertainties include, but are not limited to: risks related to the timing and content of adult-use legislation in markets where the Company currently operates; current and future market conditions, including the market price of the subordinate voting shares of the Company; risks related to epidemics and pandemics; federal, state, local, and foreign government laws, rules, and regulations, including federal and state laws and regulations in the United States relating to cannabis operations in the United States and any changes to such laws or regulations; operational, regulatory and other risks; execution of business strategy; management of growth; difficulties inherent in forecasting future events; conflicts of interest; risks inherent in an agricultural business; risks inherent in a manufacturing business; liquidity and the ability of the Company to raise additional financing to continue as a going concern; the Company’s ability to meet the demand for flower in its various markets; our ability to dispose of our assets held for sale at an acceptable price or at all; and risk factors set out in the Company’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, which are available on EDGAR with the U.S. Securities and Exchange Commission and filed with the Canadian securities regulators and available under the Company’s profile on SEDAR+ at www.sedarplus.com.
The statements in this press release are made as of the date of this release. Except as required by law, we undertake no obligation to update any forward-looking statements or forward-looking information to reflect events or circumstances after the date of such statements.
VIREO GROWTH INC.
STATE-BY-STATE REVENUE PERFORMANCE
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
|
| Three Months Ended |
| |
| |
| |||||
| | September 30, | | | | | | |||||
| | 2025 |
| 2024 | | $Change | | % Change | | |||
Retail: | | | | | | | | | | | | |
MN | | $ | 11,954,050 | | $ | 11,391,969 | | $ | 562,081 | | 5 | % |
NY | | | 985,914 | | | 1,428,827 | | | (442,913) | | (31) | % |
MD | | | 6,620,115 | | | 6,919,991 | | | (299,876) | | (4) | % |
UT | | | 11,476,957 | | | — | | | 11,476,957 | | 100 | % |
NV | | | 24,946,810 | | | — | | | 24,946,810 | | 100 | % |
MO | | | 19,968,137 | | | — | | | 19,968,137 | | 100 | % |
Total Retail | | $ | 75,951,983 | | $ | 19,740,787 | | $ | 56,211,196 | | 285 | % |
| | | | | | | | | | | | |
Wholesale: | | | | | | | | | | | | |
MN | | $ | 66,812 | | | 146,461 | | | (79,649) | | (54) | % |
NY | | | 5,117,153 | | | 1,321,224 | | | 3,795,929 | | 287 | % |
MD | | | 3,749,186 | | | 3,956,871 | | | (207,685) | | (5) | % |
UT | | | 1,856,967 | | | — | | | 1,856,967 | | 100 | % |
NV | | | 24,244 | | | — | | | 24,244 | | 100 | % |
MO | | | 4,888,810 | | | — | | | 4,888,810 | | 100 | % |
Total Wholesale | | $ | 15,703,172 | | $ | 5,424,556 | | $ | 10,278,616 | | 189 | % |
| | | | | | | | | | | | |
Total Revenue | | $ | 91,655,155 | | $ | 25,165,343 | | $ | 66,489,812 | | 264 | % |
|
| Nine Months Ended |
| |
| |
| |||||
| | September 30, | | | | | | |||||
| | 2025 |
| 2024 | | $Change | | % Change | | |||
Retail: | | | | | | | | | | | | |
MN | | $ | 34,021,309 | | $ | 34,608,015 | | $ | (586,706) | | (2) | % |
NY | | | 3,285,510 | | | 4,854,423 | | | (1,568,913) | | (32) | % |
MD | | | 20,189,092 | | | 20,696,808 | | | (507,716) | | (2) | % |
UT | | | 17,578,578 | | | — | | | 17,578,578 | | 100 | % |
NV | | | 31,308,095 | | | — | | | 31,308,095 | | 100 | % |
MO | | | 25,575,600 | | | — | | | 25,575,600 | | 100 | % |
Total Retail | | $ | 131,958,184 | | $ | 60,159,246 | | $ | 71,798,938 | | 119 | % |
| | | | | | | | | | | | |
Wholesale: | | | | | | | | | | | | |
MN | | | 507,936 | | | 153,330 | | | 354,606 | | 231 | % |
NY | | | 10,181,207 | | | 3,454,162 | | | 6,727,045 | | 195 | % |
MD | | | 12,021,131 | | | 10,594,167 | | | 1,426,964 | | 13 | % |
UT | | | 2,963,723 | | | — | | | 2,963,723 | | 100 | % |
NV | | | 52,450 | | | — | | | 52,450 | | 100 | % |
MO | | | 6,574,175 | | | — | | | 6,574,175 | | 100 | % |
Total Wholesale | | $ | 32,300,622 | | $ | 14,201,659 | | $ | 18,098,963 | | 127 | % |
| | | | | | | | | | | | |
Total Revenue | | $ | 164,258,806 | | $ | 74,360,905 | | $ | 89,897,901 | | 121 | % |
Supplemental Information and Reconciliation of Non-GAAP Financial Measures
Vireo management occasionally elects to provide certain non-GAAP financial measures such as Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA), Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Gross Profit, Adjusted Gross Profit Margin, Adjusted Operating Income, and Adjusted Operating Income Margin. EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Gross Profit, Adjusted Gross Profit Margin, Adjusted Operating Income, and Adjusted Operating Income Margin are non-GAAP measures and do not have standardized definitions under GAAP. The following information provides reconciliations of the supplemental non-GAAP financial measures presented herein to the most directly comparable financial measures calculated and presented in accordance with GAAP. The Company has provided the non-GAAP financial measures, which are not calculated or presented in accordance with GAAP, as supplemental information and in addition to the financial measures that are calculated and presented in accordance with GAAP. These supplemental non-GAAP financial measures should not be considered superior to, as a substitute for or as an alternative to, and should be considered in conjunction with, the GAAP financial measures presented.
Reconciliation of Net Loss to EBITDA and Adjusted EBITDA
We have included this information as management believes certain investors use this information to evaluate our performance in comparison to other cannabis companies. The table below provides a reconciliation of net loss to EBITDA and to Adjusted EBITDA.
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| Three Months Ended |
| Nine Months Ended |
| ||||||||
| | September 30, | | September 30, | | ||||||||
| | 2025 |
| 2024 | | 2025 |
| 2024 | | ||||
Net income (loss) | | $ | (26,298,861) | | $ | (4,926,358) | | $ | (47,741,680) | | $ | (12,306,228) | |
Interest expense, net | | | 6,906,226 | | | 7,363,655 | | | 22,153,565 | | | 23,604,746 | |
Income taxes | | | 13,347,000 | | | 2,385,000 | | | 19,876,000 | | | 6,770,000 | |
Depreciation & Amortization | | | 2,082,819 | | | 256,326 | | | 3,441,872 | | | 762,864 | |
Depreciation and amortization included in cost of sales | | | 1,813,459 | | | 582,072 | | | 3,242,131 | | | 1,752,770 | |
EBITDA (non-GAAP) | | $ | (2,149,357) | | $ | 5,660,695 | | $ | 971,888 | | $ | 20,584,152 | |
Non-cash inventory adjustments | | | 13,394,126 | | | 393,000 | | | 17,753,085 | | | 130,000 | |
Grown Rogue termination fee included in cost of goods sold | | | — | | | — | | | 533,333 | | | — | |
Stock-based compensation | | | 4,006,712 | | | 1,304,919 | | | 9,618,192 | | | 1,424,140 | |
Transaction related expenses | | | 803,724 | | | — | | | 6,777,864 | | | — | |
Other income | | | (479,245) | | | (970,850) | | | (861,610) | | | (3,881,931) | |
Debt financing costs | | | 1,873,589 | | | — | | | 1,873,589 | | | — | |
Severance expense | | | 74,320 | | | — | | | 694,159 | | | — | |
Loss on disposal of assets | | | 7,837,671 | | | — | | | 7,843,515 | | | 218,327 | |
Adjusted EBITDA (non-GAAP) | | $ | 25,361,541 | | $ | 6,387,764 | | $ | 45,204,016 | | $ | 18,474,688 | |
The financial information reported in this news release is based on unaudited financial statements for the third quarter ended September 30, 2025, and September 30, 2024. All financial information contained in this news release is qualified in its entirety with reference to such financial statements. To the extent that the financial information contained in this news release is inconsistent with the information contained in the Company’s audited financial statements, the financial information contained in this news release shall be deemed to be modified or superseded by the Company’s audited financial statements. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation for purposes of applicable securities laws.
Reconciliation of Q3 Gross Profit to Adjusted Gross Profit
The table below provides a reconciliation of Gross Profit to Adjusted Gross Profit. Adjusted Gross Profit Margin represents Adjusted Gross Profit divided by GAAP revenue for the relevant period.
|
| Three Months Ended |
| Nine Months Ended |
| ||||||||
| | September 30, | | September 30, | | ||||||||
| | 2025 |
| 2024 | | 2025 |
| 2024 | | ||||
Gross Profit | | $ | 37,382,999 | | $ | 12,323,970 | | $ | 70,213,158 | | $ | 38,119,040 | |
Non-cash inventory adjustments | | | 13,394,126 | | | 393,000 | | | 17,753,085 | | | 130,000 | |
Grown Rogue termination fee included in cost of goods sold | | | — | | | — | | | 533,333 | | | — | |
Adjusted Gross Profit (non-GAAP) | | $ | 50,777,125 | | $ | 12,716,970 | | $ | 88,499,576 | | $ | 38,249,040 | |
Reconciliation of Q3 Operating Income to Adjusted Operating Income
The table below provides a reconciliation of Gross Profit to Adjusted Gross Profit. Adjusted Operating Income Margin represents Adjusted Operating Income divided by GAAP revenue for the relevant period.
|
| Three Months Ended |
| Nine Months Ended |
| ||||||||
| | September 30, | | September 30, | | ||||||||
| | 2025 |
| 2024 | | 2025 |
| 2024 | | ||||
Operating Income | | $ | 808,956 | | $ | 3,851,447 | | $ | 765,955 | | $ | 14,404,914 | |
Non-cash inventory adjustments | | | 13,394,126 | | | — | | | 17,753,085 | | | — | |
Grown Rogue termination fee included in cost of goods sold | | | — | | | — | | | 533,333 | | | — | |
Stock-based compensation | | | 4,006,712 | | | 1,304,919 | | | 9,618,192 | | | 1,424,140 | |
Debt financing costs | | | 1,873,589 | | | — | | | 1,873,589 | | | — | |
Severance expense | | | 74,320 | | | — | | | 694,159 | | | — | |
Transaction related expenses | | | 803,724 | | | — | | | 6,777,864 | | | — | |
Adjusted Operating Income (non-GAAP) | | $ | 20,961,427 | | $ | 5,156,366 | | $ | 38,016,177 | | $ | 15,829,054 | |
VIREO GROWTH INC.
CONSOLIDATED BALANCE SHEETS AS OF 9/30/2025 AND 12/31/2024
(Amounts Expressed in United States Dollars, Unaudited and Condensed)
|
| September 30, |
| December 31, |
| ||
| | 2025 | | 2024 | | ||
Assets | | | | | | | |
Current assets: | | | | | | | |
Cash | | $ | 97,151,669 | | $ | 91,604,970 | |
Restricted Cash | | | 20,387,672 | | | — | |
Marketable Securities | | | 1,012,527 | | | — | |
Accounts receivable, net of credit losses of $1,027,316 and $244,264, respectively | | | 12,180,295 | | | 4,590,351 | |
Income tax receivable | | | 14,414,476 | | | 12,027,472 | |
Inventory | | | 53,901,588 | | | 21,666,364 | |
Prepayments and other current assets | | | 5,114,818 | | | 1,650,977 | |
Warrants held | | | 1,333,103 | | | 2,270,964 | |
Assets Held for Sale | | | 102,468,441 | | | 96,560,052 | |
Total current assets | | | 307,964,589 | | | 230,371,150 | |
Property and equipment, net | | | 121,241,954 | | | 32,311,762 | |
Operating lease, right-of-use asset | | | 37,112,753 | | | 7,859,434 | |
Intangible assets, net | | | 89,651,531 | | | 7,899,328 | |
Goodwill | | | 97,289,115 | | | — | |
Investments | | | 6,000,000 | | | — | |
Deposits | | | 2,129,430 | | | 421,244 | |
Indemnified Assets | | | 17,529,137 | | | — | |
Total assets | | | 678,918,509 | | $ | 278,862,918 | |
Liabilities | | | | | | | |
Current liabilities | | | | | | | |
Accounts payable and accrued liabilities | | | 38,543,289 | | $ | 10,456,036 | |
Convertible debt, current portion | | $ | 1,650,000 | | | — | |
Long-Term debt, current portion | | | 15,630,000 | | | 900,000 | |
Right of use liability | | | 4,771,482 | | | 1,400,015 | |
Uncertain tax liability | | | 84,818,307 | | | 33,324,000 | |
Derivative Liability | | | 160,778 | | | — | |
Liabilities held for sale | | | 89,334,872 | | | 89,387,203 | |
Total current liabilities | | | 234,908,728 | | | 135,467,254 | |
Right-of-use liability | | | 41,772,546 | | | 16,494,439 | |
Long-term debt, net | | | 131,665,305 | | | 61,438,046 | |
Convertible debt, net | | | 8,246,109 | | | 9,862,378 | |
Contingent consideration | | | 14,919,000 | | | — | |
Other long-term liabilities | | | 1,101,299 | | | 37,278 | |
Total liabilities | | | 432,612,987 | | | 223,299,395 | |
Stockholders’ equity | | | | | | | |
Subordinate Voting Shares ($- par value, unlimited shares authorized; 923,898,809 shares issued and outstanding at September 30, 2025 and 337,512,681 at December 31, 2024) | | | — | | | — | |
Multiple Voting Shares ($- par value, unlimited shares authorized; 259,632 shares issued and outstanding at September 30, 2025 and 285,371 at December 31, 2024) | | | — | | | — | |
Additional paid in capital | | | 525,482,763 | | | 286,999,084 | |
Accumulated deficit | | | (279,177,241) | | | (231,435,561) | |
Total stockholders’ equity | | $ | 246,305,522 | | $ | 55,563,523 | |
Total liabilities and stockholders’ equity | | $ | 678,918,509 | | $ | 278,862,918 | |
VIREO GROWTH INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(Amounts Expressed in United States Dollars, Unaudited and Condensed)
| | Three Months Ended | | Nine Months Ended | | ||||||||
| | September 30, | | September 30, | | ||||||||
|
| 2025 |
| 2024 |
| 2025 |
| 2024 | | ||||
Revenue | | $ | 91,655,155 | | $ | 25,165,343 | | $ | 164,258,806 | | $ | 74,360,905 |
|
Cost of sales | | | | | | | | | | | | | |
Product costs | | | 40,878,030 | | | 12,448,373 | | | 76,292,563 | | | 36,111,865 | |
Non-cash product costs | | | 12,397,641 | | | — | | | 16,549,749 | | | — | |
Inventory valuation adjustments | | | 996,485 | | | 393,000 | | | 1,203,336 | | | 130,000 | |
Gross profit | | | 37,382,999 | | | 12,323,970 | | | 70,213,158 | | | 38,119,040 | |
Operating expenses: | | | | | | | | | | | | | |
Selling, general and administrative expenses | | | 29,680,788 | | | 6,911,278 | | | 49,609,275 | | | 21,527,122 | |
Transaction related expenses | | | 803,724 | | | — | | | 6,777,864 | | | — | |
Stock-based compensation expenses | | | 4,006,712 | | | 1,304,919 | | | 9,618,192 | | | 1,424,140 | |
Depreciation | | | 552,589 | | | 76,292 | | | 1,017,287 | | | 222,763 | |
Amortization | | | 1,530,230 | | | 180,034 | | | 2,424,585 | | | 540,101 | |
Total operating expenses | | | 36,574,043 | | | 8,472,523 | | | 69,447,203 | | | 23,714,126 | |
| | | | | | | | | | | | | |
Gain (loss) from operations | | | 808,956 | | | 3,851,447 | | | 765,955 | | | 14,404,914 | |
| | | | | | | | | | | | | |
Other income (expense): | | | | | | | | | | | | | |
Interest expenses, net | | | (6,906,226) | | | (7,363,655) | | | (22,153,565) | | | (23,604,746) | |
Gain (loss) on disposal of assets | | | (7,837,671) | | | — | | | (7,843,515) | | | (218,327) | |
Other income (expenses) | | | 983,080 | | | 970,850 | | | 1,365,445 | | | 3,881,931 | |
Other income (expenses), net | | | (13,760,817) | | | (6,392,805) | | | (28,631,635) | | | (19,941,142) | |
| | | | | | | | | | | | | |
Loss before income taxes | | | (12,951,861) | | | (2,541,358) | | | (27,865,680) | | | (5,536,228) | |
| | | | | | | | | | | | | |
Current income tax expenses | | | (13,347,000) | | | (2,385,000) | | | (19,876,000) | | | (6,770,000) | |
Net loss and comprehensive loss | | | (26,298,861) | | | (4,926,358) | | | (47,741,680) | | | (12,306,228) | |
Net loss per share - basic and diluted | | $ | (0.04) | | $ | (0.02) | | $ | (0.05) | | $ | (0.08) | |
Weighted average shares used in computation of net loss per share - basic & diluted | | | 627,654,382 | | | 201,377,275 | | | 949,820,535 | | | 162,836,874 | |
VIREO GROWTH INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(Amounts Expressed in United States Dollars, Unaudited and Condensed)
| | Nine Months Ended September 30, | | ||||
|
| 2025 |
| 2024 | | ||
CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | |
|
Net loss | | $ | (47,741,680) | | $ | (12,306,228) | |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | |
Non-cash amortization of inventory step up included in product costs | | | 16,549,749 | | | — | |
Inventory valuation adjustments | | | 1,203,336 | | | 130,000 | |
Depreciation | | | 1,017,287 | | | 222,763 | |
Depreciation capitalized into inventory | | | 3,177,308 | | | 1,678,434 | |
Non-cash operating lease expense | | | 1,093,085 | | | 323,309 | |
Amortization of intangible assets | | | 2,424,585 | | | 540,101 | |
Amortization of intangible assets capitalized into inventory | | | 64,823 | | | 74,336 | |
Stock-based payments | | | 9,461,855 | | | 1,424,140 | |
Warrants held | | | 937,861 | | | (3,284,619) | |
Derivative (gain) loss | | | 160,778 | | | — | |
Loss on extinguishment of debt | | | 4,911,988 | | | — | |
Interest Expense | | | 3,074,234 | | | 3,806,093 | |
Bad debt expense | | | 313,618 | | | 230,818 | |
Accretion of interest on right-of-use finance lease liabilities | | | 160,392 | | | 168,464 | |
Loss (gain) on disposal of assets | | | (863,813) | | | 120,856 | |
Change in operating assets and liabilities: | | | | | | | |
Accounts Receivable | | | (4,192,453) | | | 173,047 | |
Prepaid expenses | | | (953,498) | | | (496,757) | |
Inventory | | | (2,396,728) | | | (482,192) | |
Income taxes | | | 8,832,232 | | | 361,154 | |
Uncertain tax position liabilities | | | 14,411,000 | | | 6,410,000 | |
Accounts payable and accrued liabilities | | | (18,800,446) | | | 1,213,360 | |
Changes in operating lease liabilities | | | (1,829,045) | | | (404,556) | |
Change in assets and liabilities held for sale | | | (5,960,720) | | | (3,693,771) | |
Net cash used in operating activities | | | (14,944,252) | | | (3,791,248) | |
CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | |
Purchases of property, plant, and equipment | | | (18,461,912) | | | (8,974,901) | |
Proceeds from note receivable | | | — | | | 3,600,000 | |
Purchase of marketable securities | | | (1,012,527) | | | — | |
Acquisition of WholesomeCo, Inc., net of cash paid | | | 7,025,811 | | | — | |
Acquisition of Deep Roots Holdings, Inc., net of cash paid | | | 19,382,607 | | | — | |
Acquisition of Proper Holdings Management, Inc., net of cash paid | | | 12,951,202 | | | — | |
Capitalized software development costs | | | (1,065,611) | | | — | |
Deposits | | | (638,262) | | | (150,100) | |
Net cash used in investing activities | | | 18,181,308 | | | (5,525,001) | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | |
Proceeds from long-term debt, net of issuance costs | | | 146,789,514 | | | 1,131,400 | |
Proceeds from issuance of shares | | | — | | | 700,000 | |
Proceeds from warrant exercises | | | 38,516 | | | 43,953 | |
Proceeds from option exercises | | | 90,890 | | | 16,500 | |
Debt principal payments | | | (124,221,605) | | | (1,098,000) | |
Lease principal payments | | | — | | | (162,405) | |
Net cash used in financing activities | | | 22,697,315 | | | 631,448 | |
Net change in cash | | | 25,934,371 | | | (8,684,801) | |
Cash, beginning of period | | | 91,604,970 | | | 15,964,665 | |
Cash, end of period | | $ | 117,539,341 | | $ | 7,279,864 | |