Vireo Growth Inc 10-Q for FY2026 Q1

Vireo Growth Inc. (VREOF)

10-Q 2026-05-12 For: 2026-03-31

Added on May 12, 2026

About this 10-Q

Vireo Growth Inc filed this 10-Q on May 12, 2026, covering the quarter ended March 31, 2026 (FY2026 Q1).

Headline figures

Quarter ended March 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $106.2M; up 333.5% from $24.5M a year earlier
Net loss: $20.3M; compared with a net loss of $6.5M a year earlier
Diluted EPS: -$0.02; compared with -$0.02 a year earlier

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British Columbia, Canada		82-3835655
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

207 South 9^th Street, Minneapolis, MN		55402
(Address of principal executive offices)		(Zip Code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

Large accelerated filer	◻	Accelerated filer	◻
Non-accelerated filer	þ	Smaller reporting company	þ
		Emerging growth company	þ


PART I - FINANCIAL INFORMATION	3
ITEM 1 – FINANCIAL STATEMENTS	3
Condensed Interim Consolidated Balance Sheets – March 31, 2026 (unaudited) and December 31, 2025	3
Condensed Interim Consolidated Statements of Net Loss and Comprehensive Loss – Three Months Ended March 31, 2026 and 2025 (unaudited)	4
Condensed Interim Statements of Changes in Stockholders’ Equity (Deficiency) - Three Months Ended March 31, 2026 and 2025 (unaudited)	5
Condensed Interim Consolidated Statements of Cash Flows - Three Months Ended March 31, 2026 and 2025 (unaudited)	6
Notes to Unaudited Consolidated Financial Statements	7
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	33
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	41
ITEM 4 - CONTROLS AND PROCEDURES	41
PART II – OTHER INFORMATION	41
ITEM 1 - LEGAL PROCEEDINGS	41
ITEM 1A – RISK FACTORS	41
ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	41
ITEM 5 - OTHER INFORMATION	42
ITEM 6 - EXHIBITS	42
SIGNATURES	43


		March 31,		December 31,
		2026		2025
Assets
Current assets:
Cash		$	122.4	$	102.2
Restricted cash			15.4		20.3
Marketable securities			1.0		1.0
Accounts receivable, net of credit losses of $1.8 million and $1.3 million, respectively			16.1		13.8
Income tax receivable			18.3		22.8
Inventory			76.1		60.0
Prepayments and other current assets			6.5		3.8
Warrants held			0.9		1.7
Notes receivable			1.3		79.2
Assets held for sale			0.3		0.3
Total current assets			258.3		305.1
Property and equipment, net			232.3		217.5
Operating lease, right-of-use asset			84.2		53.4
Intangible assets, net			194.0		117.5
Goodwill			123.8		87.5
Investments			6.0		6.0
Deposits			4.4		4.4
Indemnified tax assets			25.8		25.8
Total assets		$	928.8	$	817.2
Liabilities
Current liabilities
Accounts payable and accrued liabilities		$	58.3	$	50.3
Convertible debt, current portion			1.3		1.3
Long-term debt, current portion			16.3		16.3
Right of use liability, current			6.1		3.6
Uncertain tax liability			133.8		120.0
Derivative liability			—		0.2
Total current liabilities			215.8		191.7
Right-of-use liability			174.4		146.3
Long-term debt, net			197.3		127.6
Convertible debt, net			8.3		8.6
Contingent consideration			30.0		24.4
Deferred tax liabilities			8.1		10.2
Other long-term liabilities			0.8		1.0
Total liabilities			634.7		509.8

Commitments and contingencies

Stockholders’ equity
Subordinate Voting Shares ($- par value, unlimited shares authorized; 1,057,201,771 shares issued and outstanding at March 31, 2026, and 1,057,131,571 at December 31, 2025)			—		—
Multiple Voting Shares ($- par value, unlimited shares authorized; 232,490 shares issued and outstanding at March 31, 2026 and 233,192 at December 31, 2025)			—		—
Additional paid in capital			614.0		607.0
Accumulated deficit			(319.9)		(299.6)
Total stockholders' equity		$	294.1	$	307.4
Total liabilities and stockholders' equity		$	928.8	$	817.2


☑		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	(612) 999-1606
	(Registrant’s telephone number, including area code)


		Three Months Ended March 31,
		2026			2025
Revenue		$	106.2		$	24.5
Cost of sales
Product costs			46.4			11.7
Non-cash product costs			0.2			—
Inventory valuation adjustments			0.3			0.4
Gross profit			59.3			12.4
Operating expenses:
Selling, general and administrative expenses			30.8			7.4
Transaction related expenses			8.7			1.2
Stock-based compensation expenses			7.0			1.5
Depreciation			1.1			0.1
Amortization			2.7			0.2
Total operating expenses			50.3			10.4

Income (loss) from operations			9.0			2.0

Other income (expense):
Interest expenses, net			(4.2)			(4.0)
Interest expense on finance lease liabilities - Minnesota & New York			(3.6)			(3.6)
Gain (loss) on change in the fair value of contingent consideration			(5.5)			—
Derivative gain (loss)			0.1			—
Other income (expenses)			—			0.8
Other income (expenses), net			(13.2)			(6.8)

Income (loss) before income taxes			(4.2)			(4.8)

Deferred income tax recoveries (expenses)			2.2			—
Current income tax expenses			(18.3)			(1.7)
Net loss and comprehensive loss			(20.3)			(6.5)
Net loss per share - basic and diluted		$	(0.02)		$	(0.02)
Weighted average shares used in computation of net loss per share - basic and diluted			1,080,450,771			366,800,177


	Common Stock
	SVS			MVS							Total
							Additional Paid-		Accumulated		Stockholders'
	Shares	Amount		Shares	Amount		in Capital		Deficit		Equity
Balance, January 1, 2025	337,512,681	$	—	285,371	$	—	$	287.0	$	(231.4)	$	55.6
Conversion of MVS shares	720,100		—	(7,201)		—		—		—		—
Stock-based compensation	—		—	—		—		1.5		—		1.5
Stock issuance	1,077,859		—	—		—		—		—		—
Net settlement of stock-based compensation	(239,633)		—	—		—		(0.1)		—		(0.1)
Options exercised	138,655		—	—		—		—		—		—
Warrants exercised	265,626		—	—		—		—		—		—
Net Loss	—		—	—		—		—		(6.5)		(6.5)
Balance at March 31, 2025	339,475,288	$	—	278,170	$	—	$	288.4	$	(237.9)	$	50.5

Balance, January 1, 2026	1,057,131,571		—	233,192		—		607.0		(299.6)		307.4
Conversion of MVS shares	70,200		—	(702)		—		—		—		—
Stock-based compensation	—		—	—		—		7.0		—		7.0
Net Loss	—		—	—		—		—		(20.3)		(20.3)
Balance at March 31, 2026	1,057,201,771	$	—	232,490	$	—	$	614.0	$	(319.9)	$	294.1


		Three Months Ended March 31,
		2026			2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$	(20.3)		$	(6.5)
Adjustments to reconcile net loss to net cash used in operating activities:
Non-cash amortization of inventory step up included in product costs			0.2			—
Inventory valuation adjustments			0.3			0.4
Depreciation			1.1			0.1
Depreciation capitalized into inventory			2.9			0.5
Non-cash operating lease expense			1.1			0.1
Amortization of intangible assets			2.7			0.2
Stock-based compensation			7.0			1.3
Warrants held			0.8			0.5
Derivative (gain) loss			(0.1)			—
Interest Expense			1.1			1.2
Bad debt expense			0.1			—
Accretion of interest on right-of-use finance lease liabilities			—			0.1
(Gain) loss on change in the fair value of contingent consideration			5.5			—
Change in operating assets and liabilities:
Accounts Receivable			(1.1)			0.6
Prepaid expenses			(2.0)			(0.1)
Inventory			(2.2)			(2.0)
Income taxes			4.5			0.7
Deferred income tax expense (benefit)			(2.2)			—
Uncertain tax position liabilities			13.8			1.6
Accounts payable and accrued liabilities			—			1.8
Changes in operating lease liabilities			(1.3)			(0.4)
Change in assets and liabilities held for sale			—			(3.5)
Net cash provided by (used in) operating activities			11.9			(3.4)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant, and equipment			(10.8)			(1.1)
Acquisition of Schwazze, net of cash received			18.2			—
Capitalized software development costs			(0.5)			—
Deposits			1.1			—
Net cash provided by (used in) investing activities			8.0			(1.1)

CASH FLOWS FROM FINANCING ACTIVITIES
Debt principal payments			(4.5)			(0.9)
Lease principal payments			(0.1)			—
Net cash provided by (used in) financing activities			(4.6)			(0.9)

Net change in cash			15.3			(5.4)

Cash and restricted cash, beginning of period			122.5			91.6

Cash and restricted cash, end of period		$	137.8		$	86.2


Name of entity	Place of incorporation
HiColor, LLC	Minnesota, USA
MaryMed, LLC	Maryland, USA
Vireo Health of Minnesota, LLC	Minnesota, USA
MJ Distributing C201, LLC	Nevada, USA
MJ Distributing P132, LLC	Nevada, USA
Resurgent Biosciences, Inc.	Delaware, USA
Verdant Grove, LLC	Delaware, USA
Vireo Health de Puerto Rico, LLC	Puerto Rico
CO Acquisition Vehicle, LLC	Delaware, USA
Vireo Health of Rocky Mountain, LLC	Delaware, USA
Vireo Health of Colorado, LLC	Colorado, USA
Vireo Health of CO, LLC	Delaware, USA
Vireo Health of CO II, LLC	Delaware, USA
Vireo Health of Denver Metro, LLC	Delaware, USA
Vireo Health of DTC, LLC	Delaware, USA
Vireo Health of Foothills, LLC	Delaware, USA
Vireo Health of Las Cruces, LLC	Delaware, USA
Vireo Health of Mile High, LLC	Delaware, USA
Vireo Health of NM, LLC	Delaware, USA
Vireo Health of Noco, LLC	Delaware, USA
Vireo Health of Santa Fe, LLC	Delaware, USA
Vireo Health of Soco, LLC	Delaware, USA
Vireo Health of Western Slope, LLC	Delaware, USA
Retail Management Associates, LLC	Arizona, USA
Vireo Health of Nevada I, LLC	Nevada, USA
Vireo Health of New York LLC	New York, USA
Vireo Health of Puerto Rico, LLC	Delaware, USA
Vireo Health, Inc.	Delaware, USA
Vireo Health of Arcadia, LLC	Delaware, USA
200 W 24th Holdings, LLC	Delaware, USA
Vireo of Charm City, LLC	Maryland, USA
Vireo PR Merger Sub Inc.	Missouri, USA
Vireo PR Merger Sub II Inc.	Missouri, USA
Deep Roots Holdings, Inc.	Nevada, USA
WholesomeCo, Inc.	Delaware, USA
New Growth Horizon, LLC	Missouri, USA
Nirvana Investments, LLC and Subsidiaries	Missouri, USA
2178 State Highway 29A LLC	New York, USA
Vireo Marketing, LLC	Minnesota, USA
Deep Roots Harvest, Inc.	Nevada, USA
Deep Roots Aria AcqCo, Inc.	Nevada, USA
Deep Roots Operating, Inc.	Nevada, USA
Deep Roots Properties, LLC	Nevada, USA
WC Staffing, LLC	Utah, USA
Wholesome Goods, LLC	Utah, USA
Wholesome Ag, LLC	Utah, USA
Wholesome Direct, LLC	Utah, USA
Wholesome Therapy, LLC	Utah, USA
Arches IP, Inc.	Delaware, USA


	Three Months Ended
	March 31,
	2026	2025
Stock options	34,629,892	30,731,300
Warrants	15,503,937	18,541,586
RSUs	59,565,217	71,156,247
Convertible debt	15,680,000	16,000,000
Total	125,379,046	136,429,133


		Vireo Health of Rocky Mountain
Assets
Cash and cash equivalents		$	18.2
Inventory			14.4
Receivables			1.4
Other current assets			0.6
Property and equipment			10.5
Operating lease, right-of-use asset			31.6
Deposits			1.1
Intangible assets, license			78.7
Goodwill			36.3
Total assets			192.8
Liabilities
Accounts payable and accrued liabilities			10.7
Right-of-use liability			31.6
Long-term debt, net			72.5
Total liabilities			114.8
Net assets acquired		$	78.0

Consideration:
Share consideration		$	78.0
Total Consideration		$	78.0


		Wholesome
Assets
Cash and cash equivalents		$	7.0
Inventory			8.7
Receivables			1.1
Other current assets			0.9
Income tax receivable			0.3
Property and equipment			9.4
Operating lease, right-of-use asset			10.2
Indemnification asset			11.0
Deposits			0.5
Intangible assets, license			14.2
Intangible assets, developed technology			4.6
Goodwill			39.0
Total assets			106.9
Liabilities
Accounts payable and accrued liabilities			6.8
Right-of-use liability			10.2
Long-term debt, net			9.6
Deferred tax liabilities			5.9
Uncertain tax liability			13.3
Total liabilities			45.8
Net assets acquired		$	61.1

Consideration:
Share consideration		$	51.7
Contingent consideration			9.4
Total Consideration		$	61.1


		March 31,		December 31,
		2026		2025
Land		$	2.1	$	1.8
Buildings and leasehold improvements			103.1		91.7
Furniture and equipment			29.2		27.9
Software			0.2		0.1
Vehicles			3.1		2.9
Construction-in-progress			39.2		33.6
Right of use asset under finance lease			84.8		87.8
			261.7		245.8
Less: accumulated depreciation			(29.4)		(28.3)
Total		$	232.3	$	217.5


		Operating Leases			Finance Leases
		March 31, 2026			March 31, 2026		Total
2026		$	11.3		$	10.7	$	22.0
2027			14.7			14.6		29.3
2028			14.5			15.0		29.5
2029			13.5			15.5		29.0
2030			13.4			16.0		29.4
Thereafter			81.5			187.1		268.6
Total minimum lease payments		$	148.9		$	258.9	$	407.8
Less discount to net present value			(64.2)			(163.1)		(227.3)
Present value of lease liability		$	84.7		$	95.8	$	180.5


		March 31,
		2026		2025
Weighted-average remaining lease term (years) – operating leases		10.70		7.19
Weighted-average remaining lease term (years) – finance leases		15.03		15.84
Weighted-average discount rate – operating leases		10.62	%	12.01	%
Weighted-average discount rate – finance leases		16.16	%	16.19	%


2026	$	12.3
2027		16.0
2028		117.4
2029		28.8
2030		—
2031		44.3
Total	$	218.8


		Proper
Assets
Cash and cash equivalents		$	12.9
Inventory			22.8
Income tax receivable			5.7
Receivables			2.4
Other current assets			0.3
Property and equipment			33.3
Operating lease, right-of-use asset			9.0
Indemnification asset			6.2
Deposits			0.1
Intangible assets, license			48.6
Goodwill			26.4
Total assets			167.7
Liabilities
Accounts payable and accrued liabilities			25.3
Right-of-use liability			9.0
Long-term debt, net			25.5
Deferred tax liabilities			12.6
Uncertain tax liability			14.9
Other long-term liabilities			1.2
Total liabilities			88.5
Net assets acquired		$	79.2

Consideration:
Share consideration		$	76.2
Contingent consideration			3.0
Total Consideration		$	79.2


		Deep Roots
Assets
Cash and cash equivalents		$	19.4
Inventory			17.8
Income tax receivable			14.4
Receivables			0.2
Other current assets			1.3
Property and equipment			29.5
Operating lease, right-of-use asset			24.6
Indemnification asset			8.5
Deposits			0.3
Investments			6.0
Intangible assets, license			45.8
Goodwill			22.1
Total assets			189.9
Liabilities
Accounts payable and accrued liabilities			12.7
Right-of-use liability			24.6
Long-term debt, net			19.2
Deferred tax liabilities			5.1
Uncertain tax liability			24.9
Total liabilities			86.5
Net assets acquired		$	103.4

Consideration:
Share consideration		$	101.0
Contingent consideration			2.4
Total Consideration		$	103.4


		Licenses & Trademarks			Developed Technology			Total
Balance, December 31, 2024		$	7.9		$	—		$	7.9
Acquisitions (Note 3)			108.5			4.7			113.2
Assets moved out of held for sale			0.3			—			0.3
Capitalization of internally generated software costs			—			1.9			1.9
Amortization			(5.1)			(0.7)			(5.8)
Balance, December 31, 2025		$	111.6		$	5.9		$	117.5
Acquisitions (Note 3)			78.7			—			78.7
Capitalization of internally generated software costs			—			0.5			0.5
Amortization			(2.4)			(0.3)			(2.7)
Balance, March 31, 2026		$	187.9		$	6.1		$	194.0


Goodwill - December 31, 2024	$	—
Acquisitions (Note 3)		87.5
Goodwill - December 31, 2025		87.5
Acquisitions (Note 3)		36.3
Goodwill - March 31, 2026	$	123.8


		Par Value		Authorized		Voting Rights
Subordinate Voting Share (“SVS”)		—		Unlimited		1 vote for each share
Multiple Voting Share (“MVS”)		—		Unlimited		100 votes for each share


				Weighted Average			Weighted Avg.
		Number of Options		Exercise Price			Remaining Life
Balance, December 31, 2024		31,232,633		$	0.43		5.45
Forfeitures		(2,955,723)			0.26		—
Exercised		(723,165)			0.17		—
Granted		7,159,156			0.62		—
Options Outstanding at December 31, 2025		34,712,901		$	0.48		5.76
Forfeitures		(83,009)			0.47		—
Options Outstanding at March 31, 2026		34,629,892		$	0.48		5.52

Options Exercisable at March 31, 2026		26,355,637		$	0.45		4.28


		Number of		Weighted Average			Weighted Average
SVS Warrants		Warrants		Exercise Price			Remaining Life
Warrants outstanding at December 31, 2024		15,919,563		$	0.22		3.56
Expired		(150,000)			1.49		—
Exercised		(265,626)			0.15		—
Warrants outstanding at December 31, 2025, and March 31, 2026		15,503,937		$	0.22		2.36

Warrants exercisable at March 31, 2026		15,503,937		$	0.22		2.36


		March 31,		March 31
		2026		2025
Cash paid for interest		$	7.9	$	7.1
Cash paid for income taxes			—		—
Change in construction accrued expenses			(2.4)		(0.1)


Exhibit No.		Description of Exhibit

2.1+*		Asset Purchase Agreement between Medicine Man Technologies, Inc. d/b/a Schwazze, Vireo Health of Rocky Mountain LLC, and certain other parties thereto, dated November 13, 2025 (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed on March 25, 2026)

2.2+		First Amendment to Asset Purchase Agreement between Newco and Chicago Atlantic Admin, LLC, dated January 29, 2026 (incorporated by reference to Exhibit 2.2 to our Current Report on Form 8-K filed on March 25, 2026)

2.3+*		Second Amendment to Asset Purchase Agreement between Newco and Chicago Atlantic Admin, LLC, dated March 2, 2026 (incorporated by reference to Exhibit 2.3 to our Current Report on Form 8-K filed on March 25, 2026)

2.4+		Third Amendment to Asset Purchase Agreement between Newco and Chicago Atlantic Admin, LLC, dated March 19, 2026 (incorporated by reference to Exhibit 2.4 to our Current Report on Form 8-K filed on March 25, 2026)

3.1		Articles of Vireo Growth Inc. dated June 25, 2024 (incorporated by reference to Exhibit 3.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023).
3.2		Certificate of Name Change, dated June 9, 2021 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed June 9, 2021).
3.3		Notice of Articles, dated June 9, 2021 (incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed June 9, 2021).

3.4		Notice of Alteration, Notice of Articles and Certificate of Name Change dated June 25, 2024 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed July 1, 2024).

10.1+*		First Amendment to Loan and Security Agreement by and among CO Acquisition Vehicle, LLC, as borrower, Chicago Atlantic Admin, LLC, as administrative agent and the lenders party thereto dated February 26, 2026 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on March 25, 2026)

10.2+*		Loan and Security Agreement among Vireo Health of Rocky Mountain, LLC, each Person party thereto as a Guarantor, the creditors party thereto and Chicago Atlantic Financial Services, LLC dated March 19, 2026 (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on March 25, 2026)

10.3+*		First Amendment to Asset Purchase Agreement dated February 27, 2026, by and among Vireo Health, Inc., Vireo Growth Inc., the entities set forth on the “Company” signature page attached thereto, PharmaCann Inc. and Argent Institutional Trust Company, as collateral agent

31.1		Rule 13a-14(a)/15d-14(a) certification of Chief Executive Officer

31.2		Rule 13a-14(a)/15d-14(a) certification of Chief Financial Officer

32.1		Section 1350 certification, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101		Includes the following financial and related information from Vireo Growth’s Quarterly Report on Form 10-Q as of and for the quarter ended March 31, 2026, formatted in Inline Extensible Business Reporting Language (iXBRL): (1) the Consolidated Balance Sheets, (2) the Consolidated Statements of Income, (3) the Consolidated Statements of Comprehensive Income, (4) the Consolidated Statements of Changes in Stockholders’ Equity, (5) the Consolidated Statements of Cash Flows, and (6) Notes to Consolidated Financial Statements.

104		The cover page from this Quarterly Report on Form 10-Q, formatted in Inline XBRL.
*		Certain confidential information has been excluded from this exhibit because it is both (i) not material and (ii) the type of information that the registrant treats as private or confidential.

+		Pursuant to Item 601(a)(5) of Regulation S-K, schedules have been omitted and will be furnished on a supplemental basis to the Securities and Exchange Commission upon request.


	VIREO GROWTH INC. (Registrant)

Date: May 12, 2026	By:	/s/ John Mazarakis
		Name:	John Mazarakis
		Title:	Chief Executive Officer and Co-Executive Chairman (principal executive officer)

Date: May 12, 2026	By:	/s/ Tyson Macdonald
		Name:	Tyson Macdonald
		Title:	Chief Financial Officer (principal financial officer)
Date: May 12, 2026	By:	/s/ Joseph Duxbury
		Name:	Joseph Duxbury
		Title:	Chief Accounting Officer (principal accounting officer)


	BUYER:

	VIREO HEALTH, INC., a Delaware corporation

	By:	/s/ John Mazarakis
	Name:	John Mazarakis
	Title:	Authorized Signatory

	PARENT:

	VIREO GROWTH INC., a British Columbia corporation

	By:	/s/ John Mazarakis
	Name:	John Mazarakis
	Title:	Authorized Signatory

	ACQUIRING ENTITIES:

	VIREO HEALTH OF MILE HIGH, LLC., a
	Delaware limited liability company

	By:	/s/ John Mazarakis
	Name:	John Mazarakis
	Title:	Authorized Signatory

	VIREO HEALTH OF DTC, LLC., a Delaware
	limited liability company

	By:	/s/ John Mazarakis
	Name:	John Mazarakis
	Title:	Authorized Signatory

	VIREO HEALTH OF WESTERN SLOPE, LLC., a
	Delaware limited liability company

	By:	/s/ John Mazarakis
	Name:	John Mazarakis
	Title:	Authorized Signatory


	COMPANY:

	DENVER PATIENTS GROUP LLC, a Colorado
	limited liability company

	By:	/s/ Patrick J. Unzicker
	Name:	Patrick J. Unzicker
	Title:	Authorized Signatory

	GREEN KIWI 1, LLC, a Colorado limited liability company

	By:	/s/ Patrick J. Unzicker
	Name:	Patrick J. Unzicker
	Title:	Authorized Signatory

	GREEN KIWI 2, LLC, a Colorado limited liability company

	By:	/s/ Patrick J. Unzicker
	Name:	Patrick J. Unzicker
	Title:	Authorized Signatory

	GREEN KIWI 4, LLC, a Colorado limited liability company

	By:	/s/ Patrick J. Unzicker
	Name:	Patrick J. Unzicker
	Title:	Authorized Signatory

	LIVWELL I LLC, a Colorado limited liability company

	By:	/s/ Patrick J. Unzicker
	Name:	Patrick J. Unzicker
	Title:	Authorized Signatory

	LIVWELL III, LLC, a Colorado limited liability company (as
	a Non-Continuing Dispensary)

	By:	/s/ Patrick J. Unzicker
	Name:	Patrick J. Unzicker
	Title:	Authorized Signatory


	LIVWELL IV, LLC, a Colorado limited liability company

	By:	/s/ Patrick J. Unzicker
	Name:	Patrick J. Unzicker
	Title:	Authorized Signatory

	LIVWELL V, LLC, a Colorado limited liability company (as a Non-Continuing Dispensary)

	By:	/s/ Patrick J. Unzicker
	Name:	Patrick J. Unzicker
	Title:	Authorized Signatory

	LIVWELL VII, LLC, a Colorado limited liability company

	By:	/s/ Patrick J. Unzicker
	Name:	Patrick J. Unzicker
	Title:	Authorized Signatory

	LIVWELL VIII, LLC, a Colorado limited liability company (as a Non-Continuing Dispensary)

	By:	/s/ Patrick J. Unzicker
	Name:	Patrick J. Unzicker
	Title:	Authorized Signatory

	LIVWELL IX, LLC, a Colorado limited liability company

	By:	/s/ Patrick J. Unzicker
	Name:	Patrick J. Unzicker
	Title:	Authorized Signatory

	LIVWELL X, LLC, a Colorado limited liability company

	By:	/s/ Patrick J. Unzicker
	Name:	Patrick J. Unzicker
	Title:	Authorized Signatory

	LIVWELL XII, LLC, a Colorado limited liability company

	By:	/s/ Patrick J. Unzicker
	Name:	Patrick J. Unzicker
	Title:	Authorized Signatory


	LIVWELL XIV, LLC, a Colorado limited liability
	company

	By:	/s/ Patrick J. Unzicker
	Name:	Patrick J. Unzicker
	Title:	Authorized Signatory

	LIVWELL XVI, LLC, a Colorado limited liability
	company

	By:	/s/ Patrick J. Unzicker
	Name:	Patrick J. Unzicker
	Title:	Authorized Signatory

	BEYOND BROADWAY LLC, a Colorado limited
	liability company (as a Non-Continuing
	Dispensary)

	By:	/s/ Patrick J. Unzicker
	Name:	Patrick J. Unzicker
	Title:	Authorized Signatory

	KIWI, LLC, a Colorado limited liability company

	By:	/s/ Patrick J. Unzicker
	Name:	Patrick J. Unzicker
	Title:	Authorized Signatory

	LIVWELL HOLDINGS, INC., a Delaware
	corporation

	By:	/s/ Patrick J. Unzicker
	Name:	Patrick J. Unzicker
	Title:	Authorized Signatory

	GREEN BRANDS LLC, a Colorado limited
	liability company

	By:	/s/ Patrick J. Unzicker
	Name:	Patrick J. Unzicker
	Title:	Authorized Signatory


	PHARMACANN:

	PHARMACANN INC., a Delaware corporation

	By:	/s/ Patrick J. Unzicker
	Name:	Patrick J. Unzicker
	Title:	Authorized Signatory

	AGENT:

	ARGENT INSTITUTIONAL TRUST COMPANY,
	as Collateral Agent

	By:	/s/ Debra A. Schachel
	Name:	Debra A. Schachel
	Title:	Director

/s/ John Mazarakis
John Mazarakis
Title: Chief Executive Officer
Date: May 12, 2026


/s/ Tyson Macdonald
Tyson Macdonald
Title: Chief Financial Officer
Date: May 12, 2026