8-K
Vireo Growth Inc. (VREOF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the SecuritiesExchange Act of 1934
Date of Report (Date of earliest event reported):March 31, 2026
VIREO GROWTH INC.
(Exact name of registrant as specified in itscharter)
British Columbia
(State or other jurisdiction of Incorporation)
| 000-56225 | 82-3835655 |
|---|---|
| (Commission File Number) | (IRS Employer Identification No.) |
| 207 South 9th Street<br><br> <br>Minneapolis, Minnesota | 55402 |
| (Address of principal executive offices) | (Zip Code) |
(612) 999-1606
(Registrant’s telephone number, includingarea code)
Not Applicable
(Former name or former address, if changedsince last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities<br>Act (17 CFR 230.425) |
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| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act (17 CFR 240.14a-12) |
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| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act (17 CFR 240.14d-2(b)) |
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| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under<br>the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01 | Entry into a Material Definitive Agreement |
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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, by and among the Company, Merger Sub, Eaze, and FoundersJT LLC, as the Stockholder Representative (as amended by the First Amendment, the “Merger Agreement”). Capitalized terms used herein without a definition have the meanings given to such terms in the Merger Agreement.
The First Amendment amended the earnout payment calculation mechanics under the Merger Agreement as described below, and effected conforming changes to the Merger Agreement in connection with such amendment.
| Item 2.01 | Completion of Acquisition or Disposition of Assets |
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As previously announced, on December 22, 2025, the Company entered into the Merger Agreement, pursuant to which Merger Sub would merge with and into Eaze, with Eaze surviving as a wholly owned subsidiary of the Company (the “Merger”). On April 1, 2026, the Merger was completed.
Pursuant to the Merger Agreement, the Company issued 90,379,591 subordinate voting shares (the “Subordinate Voting Shares”) in respect of the Estimated Closing Merger Consideration in connection with the Merger, which number of Subordinate Voting Shares is equal to the amount of the Estimated Closing Merger Consideration divided by US$0.56. 9,037,959 of such Subordinate Voting Shares were delivered to Odyssey Trust Company in its capacity as payment agent for further distribution to the former Eaze stockholders as the Closing Share Payment, and 81,341,632 Subordinate Voting Shares (representing 10% of the aggregate number of Subordinate Voting Shares issued as part of the Estimated Closing Merger Consideration) were delivered to Odyssey Trust Company in its capacity as escrow agent. The Subordinate Voting Shares issued in respect of the Estimated Closing Merger Consideration are subject to a post-closing purchase price 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, including cash, indebtedness, transaction expenses, working capital, and tax items.
Pursuant to the Merger Agreement, subject to the terms and conditions of the Merger Agreement, former stockholders of Eaze may receive additional Subordinate Voting Shares pursuant to earnout payments following December 31, 2026 based on an imputed EBITDA figure of US$76,800,000 less the Base Consideration, adjusted for certain items as described in the Earn-Out Amount in the Merger Agreement, including certain fees payable in connection with the above purchase price adjustment if not otherwise paid by the Stockholder Representative, certain equipment lease expenses, and tax items, and paid out using a share price for the Subordinate Voting Shares of the higher of US$1.05 or the 20-day volume weighted average price of the Subordinate Voting Shares as of the trading day immediately prior to December 31, 2026. In no event shall the number of Subordinate Voting Shares issued in respect of earnout payments under the Merger Agreement exceed the number of shares issued as closing merger consideration under the Merger Agreement.
Additionally, pursuant to the Merger Agreement, within 30 days following the closing of the transactions under the Merger Agreement, the Company will issue an aggregate of 3,500,000 restricted stock units (the “Closing RSUs”) to certain employees of Eaze in consideration for such employees’ continued employment through the date of the closing of such transactions. Each Closing RSU will be fully vested as of the date of issuance. Within 30 days following the closing of the transactions under the Merger Agreement, the Company will also issue certain restricted stock units (the “Incentive RSUs”) to certain employees of Eaze in consideration for such employees’ continued employment through the award date. The Incentive RSUs vest in full on the date of determination of the Earn-Out Amount as described above, and provide the opportunity for the award recipients to participate in a portion of earn-out payments that is not allocated to the former Eaze stockholders. The Incentive RSUs are subject to partial forfeiture depending on the length of time that an award recipient remains employed from the time the Incentive RSUs are granted until the date of determination of the Earn-Out Amount.
In connection with the Merger, the stockholders of Eaze entered into lock-up agreements with the Company providing that each such person, during the lock-up period, may not, subject to customary exceptions, offer, issue, sell, transfer or otherwise dispose of the Subordinate Voting Shares issued as closing merger consideration or in connection with earnout payments without the prior written consent of the Company. The lock-up agreements provide that the Subordinate Voting Shares acquired by the stockholders of Eaze pursuant to the Merger Agreement as closing merger consideration are subject to a lock-up release schedule of 20% of Subordinate Voting Shares issued on each of March 1, 2027, June 1, 2027, September 1, 2027, December 1, 2027 and March 1, 2028. In addition, any of the Subordinate Voting Shares issued in connection with the earnout payments described above are subject to lock-up and a lock-up release schedule of 33.33% of shares on each of September 1, 2027, December 1, 2027 and March 1, 2028.
The Subordinate Voting Shares issued by the Company to the stockholders of Eaze and RSUs granted pursuant to the Merger Agreement were issued in reliance upon the exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and Rule 506 promulgated under the Securities Act. In connection with entry into the Merger Agreement, the Company and the former stockholders of Eaze entered into an Investor Rights Agreement (the “Investor Rights Agreement”) providing the stockholders of Eaze with certain piggyback resale registration rights with respect to the Subordinate Voting Shares issued pursuant to the Merger.
The foregoing descriptions of the First Amendment, the Merger Agreement and the Investor Rights Agreement are only summaries, do not purport to be complete and are qualified in their entirety by reference to the full texts of the First Amendment, the Merger Agreement and the Investor Rights Agreement. The Merger Agreement was filed as Exhibit 2.12 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission (“SEC”) on March 17, 2026 and is incorporated herein by reference. The First Amendment is filed as Exhibit 2.2 to this Current Report on Form 8-K and is incorporated herein by reference. The Investor Rights Agreement was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 30, 2025, and is incorporated herein by reference.
A copy of the Merger Agreement has been filed to provide shareholders with information regarding its terms and conditions and is not intended to provide any factual information about the Company or Eaze. The representations, warranties and covenants contained in the Merger Agreement have been made solely for the benefit of the parties to the Merger Agreement, and are not intended as statements of fact to be relied upon by the Company’s shareholders, but rather as a way of allocating the risk between the parties to the Merger Agreement in the event the statements therein prove to be inaccurate. Statements made in the Merger Agreement have been modified or qualified by certain confidential disclosures that were made between the parties in connection with the negotiation of the Merger Agreement, which disclosures are not reflected in the Merger Agreement attached hereto. Moreover, such statements may no longer be true as of a given date and may apply standards of materiality in a way that is different from what may be viewed as material by shareholders. Accordingly, shareholders should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or Eaze. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. The Company acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Current Report on Form 8-K not misleading.
| Item 3.02 | Unregistered Sales of Equity Securities |
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The information set forth under Item 2.01 of this Current Report on Form 8-K related to the Subordinate Voting Shares issued and to be issued and RSUs granted in connection with the Merger is incorporated herein by reference, to the extent required herein. The securities were and will be issued in reliance upon the exemptions from registration under the Securities Act provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and Rule 506 promulgated under the Securities Act.
| Item 5.02. | Departure of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
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Appointment of Michael Steiner
On April 3, 2026, the Board of Directors (the “Board”) of the Company approved, effective April 3, 2026, an increase in the size of the Company’s Board to six directors and appointed, also effective April 3, 2026, Michael Steiner to serve as a director. Mr. Steiner will serve as a director until the Company’s upcoming annual general and special meeting of shareholders and will stand for re-election at that meeting. Mr. Steiner has not yet been appointed to any Board committees.
Mr. Steiner does not have any arrangement or understanding with any other person pursuant to which he was elected as a director and is not a party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company. Mr. Steiner is eligible to receive the Company’s standard annual non-employee director compensation consistent with the compensation described in the Company’s most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 17, 2026, under the heading “Information Concerning Director Compensation” and as updated from time to time.
Second Mazarakis Amendment to Employment Agreement
The Company and John Mazarakis, the Company’s Chief Executive Officer and Co-Executive Chairman, entered into a Second Amendment (the “Mazarakis Amendment No. 2”), effective April 1, 2026, to Mr. Mazarakis’s employment agreement, dated December 17, 2024, as previously amended on March 6, 2025 (as so amended, the “Employment Agreement”).
Pursuant to the Mazarakis Amendment No. 2, Mr. Mazarakis’s annual base salary will be increased from $1.00 USD to $2,250,000 USD as of the earlier of: (i) the first day of the month following the date that the Company has a market capitalization of not less than $1 billion USD determined using 90-day volume weighted average price of the Subordinate Voting Shares, or (ii) January 1, 2027. Thereafter, Mr. Mazarakis’s annual base salary may be increased, but not decreased, as determined by the Board from time to time.
Beginning January 1, 2027, and continuing for each of the next four subsequent calendar years, the Company shall issue to Mr. Mazarakis 10,000,000 Subordinate Voting Shares (or equivalent common shares should Subordinate Voting Shares cease to be available for issuance), which will be fully vested when issued (the “Additional Annual Incentive Shares”). The Additional Annual Incentive Shares shall be issued at the same time the Company otherwise issues annual incentive awards to similarly situated senior executives of the Company or, in the absence of such issuance, on or about April 1. The Additional Annual Incentive Shares will not be issued unless the average daily trading volume (“ADTV”) for the Subordinate Voting Shares for the 20-trading day period preceding the date of issuance is at least equal to 900,000 shares.
Pursuant to the Mazarakis Amendment No. 2, the Board has approved a conditional award of performance-vesting restricted share units (the “Growth Equity Awards”) to Mr. Mazarakis, The Growth Equity Awards are conditioned on shareholder approval in accordance with the policies of the Canadian Securities Exchange (including, without limitation, CSE Policy 6 – Distributions & Corporate Finance). The Growth Equity Awards are granted outside of the Company’s 2019 Equity Incentive Plan.
The Growth Equity Awards, as proposed, are divided into three “phases” (referred to as the “Phase 1 RSUs,” “Phase 2 RSUs,” and “Phase 3 RSUs”) with each phase having a formula to determine the number of underlying Subordinate Voting Shares and a specified set of performance criteria that must be achieved for that to vest, summarized as follows:
| · | Phase 1 RSUs. The Phase 1 RSUs represent a number of Subordinate Voting<br>Shares equal to 1.5% of the fully diluted equity of the Company determined as of the date the “Phase 1 Performance Criteria”<br>are satisfied, or, if earlier, as of the date of accelerated vesting described below. The “Phase 1 Performance Criteria” means<br>the achievement of all of the following performance goals: (i) the Company has a market capitalization of not less than $1 billion<br>USD determined using 90-day volume weighted average price of the Company’s Subordinate Voting Shares, (ii) the Company has<br>a net leverage ratio of less than 3.0x (where net leverage is determined by dividing the difference between the Company’s total<br>consolidated indebtedness for borrowed money and the Company’s total consolidated cash by the trailing twelve month adjusted EBITDA),<br>(iii) the Company’s trailing twelve month adjusted EBITDA is not less than $100,000,000, USD, (iv) there has been no material<br>equity issuance within the prior 12 months other than in connection with any mergers, acquisitions, consolidations or similar transactions<br>by the Company, (v) the adjusted EBITDA is not less than $0.096 USD per share, and (vi) the 20-day ADTV for the Company’s<br>Subordinate Voting Shares is at least equal to 900,000. |
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| · | Phase 2 RSUs. The Phase 2 RSUs represent a number of Subordinate Voting<br>Shares equal to 2.5% of the fully diluted equity of the Company determined as of the date the “Phase 2 Performance Criteria”<br>are satisfied, or, if earlier, as of the date of accelerated vesting described below. The “Phase 2 Performance Criteria” means<br>the achievement of all of the following performance goals: (i) the Company has a market capitalization of not less than $1.25 billion<br>USD determined using 90-day volume weighted average price of the Company’s Subordinate Voting Shares, (ii) the Company has<br>a net leverage ratio of less than 3.0x (where net leverage is determined by dividing the difference between the Company’s total<br>consolidated indebtedness for borrowed money and the Company’s total consolidated cash by the trailing twelve month adjusted EBITDA),<br>(iii) the Company’s trailing twelve month adjusted EBITDA is not less than $150,000,000 USD, (iv) the adjusted EBITDA<br>is not less than $0.1199 USD per share, and (v) the 20-day ADTV for the Company’s Subordinate Voting Shares is at least equal<br>to 900,000. |
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| · | Phase 3 RSUs. The Phase 3 RSUs are dividend into two tranches: |
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| o | The first tranche represents a number of Subordinate Voting Shares equal to 2.5% of the fully diluted equity of the Company determined<br>as of the date the “Phase 3A Performance Criteria” are satisfied, or, if earlier, as of the date of accelerated vesting described<br>below. The “Phase 3A Performance Criteria” means the achievement of all of the following performance goals: (i) the Company<br>has a market capitalization of not less than $1.75 billion USD determined using 90-day volume weighted average price of the Company’s<br>Subordinate Voting Shares, (ii) the Company has a net leverage ratio of less than 3.0x (where net leverage is determined by dividing<br>the difference between the Company’s total consolidated indebtedness for borrowed money and the Company’s total consolidated<br>cash by the trailing twelve month adjusted EBITDA), (iii) the Company’s trailing twelve month adjusted EBITDA is not less than<br>$200,000,000 USD, (iv) the total shareholder return is not less than 65% where the beginning share price is equal to the volume weighted<br>average share price for the 90-day period ending on December 31, 2025, and the ending share price is determined using the 90-day<br>volume weighted average price of the Company’s Subordinate Voting Shares, and (v) the 20-day ADTV for the Company’s Subordinate<br>Voting Shares is at least equal to 900,000. |
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| o | The second tranche represents a number of Subordinate Voting Shares equal to 2.5% of the fully diluted equity of the Company determined<br>as of the date the “Phase 3B Performance Criteria” are satisfied, or, if earlier, as of the date of accelerated vesting described<br>below. The “Phase 3B Performance Criteria” means the achievement of all of the following performance goals: (i) the Company<br>has a market capitalization of not less than $2 billion USD determined using 90-day volume weighted average price of the Company’s<br>Subordinate Voting Shares, (ii) the Company has a net leverage ratio of less than 3.0x (where net leverage is determined by dividing<br>the difference between the Company’s total consolidated indebtedness for borrowed money and the Company’s total consolidated<br>cash by the trailing twelve month adjusted EBITDA), (iii) the Company’s trailing twelve month adjusted EBITDA is not less than<br>$200,000,000 USD, (iv) the total shareholder return is not less than 100% where the beginning share price is equal to the volume<br>weighted average share price for the 90-day period ending on December 31, 2025, and the ending share price is determined using the<br>90-day volume weighted average price of the Company’s Subordinate Voting Shares, and (v) the 20-day ADTV for the Company’s<br>Subordinate Voting Shares is at least equal to 900,000. |
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Each of the Phase 1, 2 and 3 RSUs vest immediately upon achievement of the applicable performance criteria after December 31, 2029. If the applicable performance criteria are achieved before January 1, 2030, the applicable Phase 1, 2, or 3 RSUs vest ratably as of the end of each calendar quarter following the date upon which the applicable performance criteria are satisfied through January 1, 2030, subject to continued employment. Upon vesting, the applicable Phase 1, 2, and 3 RSUs are immediately settled by payment of the applicable number of Subordinate Voting Shares (subject to tax withholding).
Vesting will accelerate and the Growth Equity Awards (all 3 Phases) will be 100% vested in the event that Mr. Mazarakis is terminated by the Company for any reason other than for “Cause,” upon a resignation for “Good Reason,” upon his death or “Disability” or upon the consummation of a transaction constituting a “Change in Control” that leads to the combined Enterprise Value of $2.5 billion USD or more. Each of these terms is as defined in the Employment Agreement.
A portion of any Subordinate Voting Shares received for the Growth Equity Awards that vest will be subject to repayment by Mr. Mazarakis if, during the 12-month period after vesting, the Company’s “AEBITDA” (as otherwise defined for purposes of the Employment Agreement) is below the applicable adjusted EBITDA performance goal for the applicable portion of the Growth Equity Awards that vested. If that occurs, the number of Subordinate Voting Shares that Mr. Mazarakis will be required to repay equals the lesser of (i) 50% of the value of the Subordinate Voting Shares that vested as of the vesting date or (ii) 50% of the value of the Subordinate Voting Shares that vested as of the last day of that 12-month period, in each case based on a 90-day volume weighted average price.
The Nominating, Corporate Governance and Compensation Committee of the Board is responsible for administration of the Growth Equity Awards and will review and certify achievement of the applicable performance criteria.
The Growth Equity Awards will be documented through restricted share unit award agreements reflecting the terms noted above and other standard terms customary for such awards consistent with awards made under the Company’s 2019 Equity Incentive Plan, such as provisions for satisfying any tax withholding requirements related to the awards that may include net settlement upon vesting.
This summary of the Mazarakis Amendment No. 2 is qualified in its entirety by reference to the full text of the Mazarakis Amendment No. 2, which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure |
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On April 1, 2026 and April 3, 2026, the Company issued press releases announcing certain matters disclosed in this Current Report on Form 8-K, which are attached as Exhibits 99.1 and 99.2 hereto and are incorporated herein solely for purposes of this Item 7.01 disclosure.
Pursuant to the rules and regulations of the SEC, the information in this Item 7.01 disclosure, including Exhibits 99.1 and 99.2, and information set forth therein, is deemed to have been furnished and shall not be deemed to be “filed” under the Exchange Act.
| Item 8.01 | Other Events |
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On March 31, 2026, Vireo Health, Inc. (“VHI”), a wholly owned subsidiary of the Company, and Ace Venture of NY LLC (“Ace”) entered into a Second Amended and Restated Limited Liability Company Operating Agreement (the “Operating Agreement”) related to Vireo Health of New York LLC (“VHNY”), an indirect subsidiary of the Company. The Operating Agreement restructures the ownership and governance of VHNY in connection with VHNY’s efforts to qualify as a social and economic equity (“SEE”) Registered Organization Non-Dispensing (ROND) licensee under New York cannabis regulations.
Under the Operating Agreement, Ace holds 51% of the membership interests in VHNY, reflecting a deemed $20 million licensing-value contribution, and VHI holds 49% of the membership interests, reflecting approximately $35 million of historical funding and contributed assets. Under the Operating Agreement, distributions of available cash are to be made first to VHI until it has recovered specified amounts, including its initial contribution, certain transaction expenses, any additional capital contributions, certain intercompany loans and shortfall loans, and then to the members pro rata in accordance with their ownership interests.
VHNY is managed by a two-person board of managers, with one manager designated by VHI and one manager designated by Ace, and certain major actions require unanimous board and/or member approval. In the event of a deadlock between the managers, the Company’s Chief Financial Officer shall cast the deciding vote. The Operating Agreement also includes customary transfer restrictions, rights of first refusal and drag-along provisions, as well as dispute resolution and limitation of liability provisions.
Also on March 31, 2026, VHNY issued an intercompany promissory note (the “Note”) in favor of VHI in the principal amount of approximately $16 million. The Note bears interest at a rate of 7% per annum, with interest payable in kind through September 30, 2026, during which period VHI may make additional advances under the Note. Beginning October 1, 2026, principal is required to be repaid in 60 equal monthly installments, with cash interest payable monthly in arrears, and all outstanding amounts under the Note are due on October 13, 2031. The Note contains customary payment, default and acceleration provisions and is governed by Delaware law.
| Item 9.01. | Financial Statements and Exhibits |
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(a) Financial Statements of BusinessAcquired
The information required by Item 9.01(a) of this report, including the consolidated financial statements as of December 31, 2025 and for the year then ended for Eaze Inc. will be filed by an amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information
The pro forma information required by Item 9.01(a) of Form 8-K will be filed by an amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.
(d) Exhibits.
*Furnished herewith
+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.
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. | |
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| (Registrant) | |
| By: | /s/ Tyson Macdonald |
| Tyson Macdonald | |
| Chief Financial Officer |
Date: April 6, 2026
Exhibit 2.2
EXECUTION VERSION
AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
This Amendment to Agreement and Plan of Merger (this “Amendment”), dated as of April 1, 2026, is entered into by and among Vireo Growth Inc., a British Columbia corporation (“Parent”), Simple Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Eaze Inc., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein are defined in the Agreement (as defined below).
WHEREAS, Parent, Merger Sub, Company, and FoundersJT LLC, solely in its capacity as representative, agent and attorney-in-fact of the Stockholders, entered into that certain Agreement and Plan of Merger dated as of December 22, 2025 (the “Agreement”);
WHEREAS, Company desires to convert certain Payoff Indebtedness into equity of the Company (the “Conversion”);
WHEREAS, to facilitate the Conversion, the Company’s current certificate of incorporation was amended and restated prior to the Closing to provide additional amounts of authorized capital stock; and
WHEREAS, pursuant to Section 11.10 of the Agreement, Parent, Merger Sub, Company, and Stockholder Representative wish to amend the Agreement as set forth herein.
NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt, sufficiency and validity of which is hereby acknowledged, the parties hereto hereby amend the Agreement as follows:
1. Recitals. The foregoing recitals are incorporated herein and made a part of this Amendment.
2. Amendment to Section 2.02(b). The Agreement is hereby amended to delete the fourth sentence of Section 2.02(b) in its entirety and replace such sentence with the following:
“Notwithstanding the foregoing, the Closing shall be deemed to occur solely for Tax and accounting purposes as of 12:01 AM, Central time, on the Closing Date.”
3. Amendment of Exhibit B. The Agreement is hereby amended to delete Exhibit B in its entirety.
4. Amendment of Adjusted EBITDA. The Agreement is hereby amended to delete the defined term “Adjusted EBITDA” contained in Article I of the Agreement in its entirety.
5. Amendment of Adjusted EBITDA Worksheet. The Agreement is hereby amended to delete the defined term “Adjusted EBITDA Worksheet” contained in Article I of the Agreement in its entirety.
6. Amendment of Earn-Out Accounting Principles. The Agreement is hereby amended to delete the defined term “Earn-Out Accounting Principles” contained in Article I of the Agreement in its entirety and to replace and restate such defined term with the following:
““Earn-Out AccountingPrinciples” means (i) the specific terms and definitions in this Agreement, and (ii) to the extent not inconsistent with the foregoing clause (i), GAAP.”
7. Amendment of Earn-Out Amount. The Agreement is hereby amended to delete the defined term “Earn-Out Amount” contained in Article I of the Agreement in its entirety and to replace and restate such defined term with the following:
““Earn-Out Amount” means the sum of the following, to the extent a positive amount, calculated in accordance with the Earn-Out Accounting Principles:
(a) Seventy-six million eight hundred thousand Dollars ($76,800,000) (i.e., the product of 3.84 multiplied by twenty million Dollars ($20,000,000)),
minus
(b) the Closing Merger Consideration,
plus
(c) Parent’s reasonable estimate (based on its year-end tax provision) of the income tax benefit to Parent from the Company Entities’ net operating loss carryforwards for income tax purposes from prior to the Closing that Parent expects to utilize on Parent’s income tax return for the 2026 taxable year to reduce its cash tax liability for such taxable year (as determined on a with and without basis) (“UtilizedNet Operating Losses”),
minus
(d) the amount of the federal, state and local sales, excise, and use Taxes that were calculated and determined as described in clause (d) of the definition of Closing Merger Consideration but that were otherwise not included in Pre-Closing Taxes for purposes of the Closing Merger Consideration, excluding for the avoidance of doubt any California state and local sales, excise and use Taxes,
minus
(e) the amount, if any, of the portion of the Independent Accountant fees and expenses payable by (but not paid by) the Stockholders under Section 2.19(b)(ii),
plus
(f) the amount of any federal, state and local sales, excise, and use Taxes that are attributable to any period prior to the Closing that were refunded to Parent and/or its Subsidiaries (net of any Taxes and any documented, out-of-pocket expenses of Parent or its Affiliates (including the Surviving Corporation) reasonably incurred to obtain such refund and net of any portion of such refund that is attributable (as determined on a with and without basis) to the carryback of a Tax attribute (including a net operating loss, net capital loss, foreign tax credit, or research and development credit), in each case only to the extent any such net refund amount is equal to or greater than $50,000.”
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8. Amendment of Post-Closing Debt. The Agreement is hereby amended to delete the defined term “Post-Closing Debt” contained in Article I of the Agreement in its entirety.
9. Amendment to Section 2.19(d). The Agreement is hereby amended to delete Section 2.19(d) of the Agreement in its entirety and to replace and restate Section 2.19(d) with the following:
“(d) Following the Closing and subject to the following terms of this Section 2.19, Parent and its Affiliates shall have sole discretion with regard to all matters relating to the operations of the Surviving Corporation, including all Company Entities; provided that Parent shall use commercially reasonable efforts to maintain the listing of the Parent Shares on the Exchange, or a comparable (or superior) primary successor exchange.”
10. Amendment to Section 3.04(a). The Agreement is hereby amended to delete Section 3.04(a) of the Agreement in its entirety and to replace and restate Section 3.04(a) with the following:
“The authorized capital stock of the Company consists of (i) 8,500,000 shares of Class A Common Stock, of which 10 shares are issued and outstanding as of the close of business on the date of this Agreement, (ii) 1,500,000 shares of Class B Common Stock, of which 420,823 shares are issued and outstanding as of the close of business on the date of this Agreement, (iii) 5,500,000 shares of Series A Preferred Stock, of which 5,402,000 shares are issued and outstanding as of the close of business on the date of this Agreement, and (iv) 3,000,000 shares of Series B Preferred Stock, of which 1,000,000 shares are issued and outstanding as of the close of business on the date of this Agreement. There are 98,124 Company Options that are outstanding as of the close of business on the date of this Agreement. Section 3.04(a) of the Company Disclosure Schedules sets forth, as of the date hereof, (i) the name of each Person that is the registered owner of any Shares and the number of Shares owned by such Person, and (ii) the name of each Person that is the registered holder of any Company Options and the number of Company Options held by such Person. Except for the foregoing, there are no other classes of capital stock of the Company.”
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11. Amendment of Section 3.04(a) of the Company Disclosure Schedule. The Company Disclosure Schedule delivered by Company and Parent concurrently with the execution of the Agreement is hereby amended to delete Section 3.04(a) of the Company Disclosure Schedule in its entirety and to replace and restate the Company Disclosure Schedule with the amended and restated Section 3.04(a) of the Company Disclosure Schedule attached hereto as Exhibit A.
12. Full Force and Effect. Except as expressly modified by this Amendment, the Agreement remains in full force and effect. In the event there is any conflict between the terms of the Agreement and the terms set forth in this Amendment, the terms set out in this Amendment shall control. All references in this Amendment to the “Agreement” shall be deemed references to the Agreement as modified by this Amendment.
13. Counterparts; Facsimile and .pdf. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Amendment delivered by e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Amendment.
[Signatures on Following Page]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.
| COMPANY: | |
|---|---|
| EAZE INC. | |
| By: | /s/ Cory Azzalino |
| Name: Cory Azzalino | |
| Title: Chief Executive Officer | |
| PARENT: | |
| VIREO GROWTH INC. | |
| By: | /s/ John Mazarakis |
| Name: John Mazarakis | |
| Title: Chief Executive Officer | |
| MERGER SUB: | |
| SIMPLE MERGER SUB INC. | |
| By: | /s/ John Mazarakis |
| Name: John Mazarakis | |
| Title: President |
[Signature Page to Amendment to Agreement and Plan of Merger]
EXHIBIT A
Section 3.04(a) of the Company DisclosureSchedule
[see attached]
[Exhibit A to Amendmentto Agreement and Plan of Merger]
Exhibit 10.2
SECOND AMENDMENT TO EMPLOYMENTAGREEMENT
This Second Amendment to Employment Agreement (“Second Amendment”) is made effective as of April 1, 2026 (the “Second Amendment Effective Date”) by and between Vireo Growth Inc., a British Columbia corporation (the “Company”) and John Mazarakis, an individual residing in the State of Florida (“Employee”) (collectively “Parties” or individually “Party”).
RECITALS
WHEREAS, the Company and Employee entered into an Employment Agreement dated December 17, 2024 (the “Original Agreement”);
WHEREAS, the Company and Employee entered into the First Amendment to Employment Agreement dated March 6, 2025 (the “First Amendment”);
**WHEREAS,**the Parties wish to modify the terms and conditions of certain incentive compensation arrangements otherwise set forth in the Original Agreement and the First Amendment;
**WHEREAS,**the Parties wish to amend the Original Agreement as amended by the First Amendment as set forth in this Second Amendment.
NOW,THEREFORE, in consideration of the mutual covenants and conditions contained herein, the receipt and sufficiency of which are hereby acknowledged, the Company and Employee, intending legally to be bound, hereby agree as follows:
AGREEMENT
1. Base Salary. Section 4.1 of the Original Agreement is hereby deleted and the following is substituted therefor:
4.1 Base Salary. As of the Effective Date, the Company agrees to pay or to cause an affiliate to pay Employee an annual base salary of $1.00 USD (the “Base Salary”), which will be paid to the Employee on the payroll date next following the Effective Date and on each payroll date next following the anniversary of the Effective Date during the Term. Notwithstanding the foregoing, the Base Salary shall be increased to $2,250,000 USD as of the earlier of: (i) the first day of the month following the date that the Company has a market capitalization of not less than $1 billion USD determined using 90-day volume weighted average price of the Company’s Subordinate Voting Shares, or (ii) January 1, 2027. Thereafter, the Employee’s Base Salary shall be subject to increase, but not decrease, as determined by the Board from time to time.
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2. Annual Equity Awards. Section 4.2 of the Original Agreement, as amended by the First Amendment, is hereby further amended by deleting Section 4.2(a) and substituting the following therefor:
(a) Annual Equity Awards. On the Effective Date and on each anniversary of the Effective Date during the Term, the Company shall issue to the Employee 3,200,000 Subordinate Voting Shares of the Company (or equivalent common shares should Subordinate Voting Shares cease to be available for issuance) (the “Annual Incentive Shares”). In addition, commencing as of January 1, 2027, and continuing for each of the next 4 subsequent calendar years, the Company shall issue to the Employee an additional 10,000,000 Subordinate Voting Shares of the Company (or equivalent common shares should Subordinate Voting Shares cease to be available for issuance) (the “Additional Annual Incentive Shares”). The Additional Annual Incentive Shares shall be issued at the same time that the Company otherwise issues annual incentive awards to similarly situated senior executives of the Company or, in the absence of such issuance, on or about each anniversary of the Second Amendment Effective Date. Notwithstanding the foregoing, the Additional Annual Incentive Shares will not be issued unless the average daily trading volume (“ADTV”) for the Company’s Subordinate Voting Shares for the 20-trading day period preceding the date of issuance is at least equal to 900,000 shares. The Annual Incentive Shares and the Additional Annual Incentive Shares shall be fully vested when issued. The Company will provide reasonable assistance to the Employee to facilitate the disposition or withholding of a sufficient number of Annual Incentive Shares and Additional Annual Incentive Shares in order to satisfy the Employee’s tax and withholding obligations with respect to such Annual Incentive Shares and Additional Annual Incentive Shares in a manner reasonably acceptable to the Employee.
3. Equity and Incentive Compensation. Section 4.2 of the Original Agreement as amended by the First Amendment is hereby further amended by the addition of the following immediately following existing Section 4.2(f):
(g) Additional Equity Awards. The Company shall issue the Employee the following awards (collectively, the “Growth Equity Awards”) on the terms and conditions set forth below within thirty (30) days of the Second Amendment Effective Date following the receipt of approval by the Board and subject to disinterested shareholder approval in accordance with the policies of the Canadian Securities Exchange (including, without limitation, CSE Policy 6 – Distributions & Corporate Finance):
i. Phase 1 Awards. The Company shall issue to the Employee Restricted Share Units settled in a number of Subordinate Voting Shares of the Company (or equivalent common shares should Subordinate Voting Shares cease to be available for issuance) equal to 1.5% of the fully diluted equity of the Company determined as of the date the Phase 1 Performance Criteria are satisfied or, if earlier, as of the date of vesting specified in Section 4.2(g)(v) below (the “Phase 1 RSUs”). The Phase 1 RSUs shall become vested upon the first day of the month following the date that all of the following criteria are satisfied and that occurs after December 31, 2029: (i) the Company has a market capitalization of not less than $1 billion USD determined using 90-day volume weighted average price of the Company’s Subordinate Voting Shares, (ii) the Company has a net leverage ratio of less than 3.0x (where net leverage is determined by dividing the difference between the Company’s total consolidated indebtedness for borrowed money and the Company’s total consolidated cash by the trailing twelve month adjusted EBITDA), (iii) the Company’s trailing twelve month adjusted EBITDA is not less than $100,000,000 USD, (iv) there has been no material equity issuance within the prior 12 months other than in connection with any mergers, acquisitions, consolidations or similar transactions by the Company, (v) the adjusted EBITDA is not less than $0.096 USD per share, and (vi) the 20-day ADTV for the Company’s Subordinate Voting Shares is at least equal to 900,000 (the “Phase 1 Performance Criteria”). In the event that the Phase 1 Performance Criteria are satisfied prior to December 31, 2029, the Phase 1 RSUs will become vested in substantially equal installments as of the end of each calendar quarter following the date upon which the Phase 1 Performance Criteria are satisfied through January 1, 2030, subject to continued service with the Company except as otherwise provided by Section 4.2(g)v) below.
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ii. Phase 2 Awards. The Company shall issue to the Employee Restricted Share Units settled in a number of Subordinate Voting Shares of the Company (or equivalent common shares should Subordinate Voting Shares cease to be available for issuance) equal to 2.5% of the fully diluted equity of the Company determined as of the date the Phase 2 Performance Criteria are satisfied or, if earlier, as of the date of vesting specified in Section 4.2(g)(v) below (the “Phase 2 RSUs”). The Phase 2 RSUs shall become vested upon the first day of the month following the date that all of the following criteria are satisfied and that occurs after December 31, 2029: (i) the Company has a market capitalization of not less than $1.25 billion USD determined using 90-day volume weighted average price of the Company’s Subordinate Voting Shares, (ii) the Company has a net leverage ratio of less than 3.0x (where net leverage is determined by dividing the difference between the Company’s total consolidated indebtedness for borrowed money and the Company’s total consolidated cash by the trailing twelve month adjusted EBITDA), (iii) the Company’s trailing twelve month adjusted EBITDA is not less than $150,000,000 USD, (iv) the adjusted EBITDA is not less than $0.1199 USD per share, and (v) the 20-day ADTV for the Company’s Subordinate Voting Shares is at least equal to 900,000 (the “Phase 2 Performance Criteria”). In the event that the Phase 2 Performance Criteria are satisfied prior to December 31, 2029, the Phase 2 RSUs will become vested in substantially equal installments as of the end of each calendar quarter following the date upon which the Phase 2 Performance Criteria are satisfied through January 1, 2030, subject to continued service with the Company except as otherwise provided by Section 4.2(g)(v) below.
iii. Phase 3 Awards. The Company shall issue to the Employee Restricted Share Units settled in a number of Subordinate Voting Shares of the Company (or equivalent common shares should Subordinate Voting Shares cease to be available for issuance) equal to 2.5% of the fully diluted equity of the Company determined as of the date the Phase 3A Performance Criteria are satisfied or, if earlier, as of the date of vesting specified in Section 4.2(g)(v) below (the “Phase 3A RSUs”) and 2.5% of the fully diluted equity of the Company determined as of the date the Phase 3B Performance Criteria are satisfied or, if earlier, as of the date of vesting specified in Section 4.2(g)(v) below (the “Phase 3B RSUs”). The Phase 3A RSUs shall become vested upon the first day of the month following the date that all of the following criteria are satisfied and that occurs after December 31, 2029: (i) the Company has a market capitalization of not less than $1.75 billion USD determined using 90-day volume weighted average price of the Company’s Subordinate Voting Shares, (ii) the Company has a net leverage ratio of less than 3.0x (where net leverage is determined by dividing the difference between the Company’s total consolidated indebtedness for borrowed money and the Company’s total consolidated cash by the trailing twelve month adjusted EBITDA), (iii) the Company’s trailing twelve month adjusted EBITDA is not less than $200,000,000 USD, (iv) the total shareholder return is not less than 65% where the beginning share price is equal to the volume weighted average share price for the 90-day period ending on December 31, 2025, and the ending share price is determined using the 90-day volume weighted average price of the Company’s Subordinate Voting Shares, and (v) the 20-day ADTV for the Company’s Subordinate Voting Shares is at least equal to 900,000 (the “Phase 3A Performance Criteria”). In the event that the Phase 3A Performance Criteria are satisfied prior to December 31, 2029, the Phase 3A RSUs will become vested in substantially equal installments as of the end of each calendar quarter following the date upon which the Phase 3A Performance Criteria are satisfied through January 1, 2030. The Phase 3B RSUs shall become vested as of the first day of the month following the date that all of the following criteria are satisfied and that occurs after December 31, 2029: (i) the Company has a market capitalization of not less than $2 billion USD determined using 90-day volume weighted average price of the Company’s Subordinate Voting Shares, (ii) the Company has a net leverage ratio of less than 3.0x (where net leverage is determined by dividing the difference between the Company’s total consolidated indebtedness for borrowed money and the Company’s total consolidated cash by the trailing twelve month adjusted EBITDA), (iii) the Company’s trailing twelve month adjusted EBITDA is not less than $200,000,000 USD, (iv) the total shareholder return is not less than 100% where the beginning share price is equal to the volume weighted average share price for the 90-day period ending on December 31, 2025, and the ending share price is determined using the 90-day volume weighted average price of the Company’s Subordinate Voting Shares, and (v) the 20-day ADTV for the Company’s Subordinate Voting Shares is at least equal to 900,000 (the “Phase 3B Performance Criteria”). In the event that the Phase 3B Performance Criteria are satisfied prior to December 31, 2029, the Phase 3B RSUs will become vested in substantially equal installments as of the end of each calendar quarter following the date upon which the Phase 3B Performance Criteria are satisfied through January 1, 2030, subject to continued service with the Company except as otherwise provided by Section 4.2(g)(v) below.
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iv. Clawback. Following the vesting of any of the Performance-Vested RSUs set forth in Section 4.2(b)(ii) above, or any of the Growth Equity Awards set forth in Sections 4.2(g)(i), (ii) or (iii) above, in the event that the Company’s actual AEBITDA is below any applicable AEBITDA threshold in the case of any Performance Vested RSUs or below any applicable total EBITDA threshold in the case of any Growth Equity Awards as of the end of the 12-month period following the applicable vesting date and Employee remains the Chief Executive Officer of the Company as of such date, then the Employee shall be required to return the number of Company’s Subordinate Voting Shares having an aggregate value equal to the lower of: (1) 50% of the value of the number of Company’s Subordinate Voting Shares that originally became vested as the result of the achievement of the applicable threshold determined (using the 90-day volume weighted average price of the Company’s Subordinate Voting Shares) as of the vesting date, or (2) 50% of the value of the number of Company’s Subordinate Voting Shares that originally became vested as the result of the achievement of the applicable threshold determined (using the 90-day volume weighted average price of the Company’s Subordinate Voting Shares) as of the last day of such 12-month period, or to repay the Company the cash equivalent of such number of shares. With respect to any Shares subject to the holding period requirement in Section 4(d) below and the provisions of this Section, the Employee may make a Code Section 83(b) election at the time Shares are received upon vesting to ensure that the Shares are taxable at settlement without regard to the provisions of this Section 4.2(g)(iv).
v. Vesting Acceleration. Vesting will accelerate and the Growth Equity Awards (all 3 Phases) will be 100% vested in the event that the Employee is terminated by the Company for any reason other than for Cause, upon a resignation by the Employee for Good Reason, upon the Employee’s death or Disability or upon the consummation of a transaction constituting a Change in Control that leads to a combined Enterprise Value of 2.5 billion USD or more. The award of the Growth Equity Awards may be subject to the terms of an award agreement reasonably acceptable to the Employee that otherwise conforms to the requirements of this Section.
4. Additional Conditions.
(a) Certification. The Compensation Committee of the Board or its designee shall determine the satisfaction of the performance criteria applicable to any award and the number of Subordinate Voting Shares issuable upon settlement of any such award, in each case in its reasonable discretion and such determinations shall be final and binding.
(b) Adjustments. In the event that any dividend or other distribution (whether in the form of cash, shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, arrangement, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of shares or other securities of the Company, or other change in the corporate structure of the Company affecting the shares or other securities of the Company occurs, the Company, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the equity awards provided to the Employee, will adjust the number and class of shares that may be delivered under this Second Amendment and/or the number, class, and price of shares covered by each outstanding award, and any performance thresholds denominated in shares otherwise set forth in this Second Amendment.
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(c) Additional Documentation. The awards granted pursuant to this Second Amendment are standalone awards granted outside of any equity incentive plan of the Company and shall be governed solely by the terms and conditions of this Second Amendment and any applicable award agreement. Awards will be subject to the terms and conditions of a separate restricted share unit award which will include standard terms and conditions including without limitation, settlement of awards following vesting, restrictions on transfer and application of tax withholding and reporting, to be generally consistent with terms included in restricted stock unit award agreements used under the Company’s 2019 Equity Incentive Plan. In that regard, settlement of vested Growth Equity Awards will occur as soon as administratively practicable (generally within 60 days) after the applicable vesting date, and the applicable award agreement will include terms consistent with this intent and the intent that the Growth Equity Awards either be exempt from, or comply with, the requirements of Section 409A of the Code.
(d) Resale Restrictions. All Subordinate Voting Shares issued to Employee pursuant to this Second Amendment, including without limitation the Annual Incentive Shares, the Additional Annual Incentive Shares and any shares issued in settlement of the Growth Equity Awards, (i) shall be subject to a Canadian hold period of four months and one day from the date of issuance (or such other period as may be prescribed by applicable Canadian securities laws and the policies of the Canadian Securities Exchange), and (ii) shall be “restricted securities” (as such term is defined in Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”)), subject to restrictions on transfer without registration under the Securities Act and all applicable state securities laws or compliance with the requirements of an exemption therefrom. The Employee acknowledges that certificates or direct registration statements representing such shares shall bear or be subject to legends or notations reflecting the applicable resale restrictions.
5. General. All capitalized terms used but not defined in this Second Amendment shall have the meanings ascribed in the Original Agreement and the First Amendment, as applicable. All provisions of the Original Agreement and the First Amendment not expressly modified by this Second Amendment are hereby ratified and confirmed.
[Signature page follows]
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THISSECOND AMENDMENT TO EMPLOYMENT AGREEMENT was voluntarily and knowingly executed by the Parties effective as of the Second Amendment Effective Date first set forth above.
| VIREO GROWTH INC. |
|---|
| /s/ Kyle Kingsley |
| By: Kyle Kingsley |
| Its: Co-Executive Chairman of the Board |
| EMPLOYEE: |
| /s/ John Mazarakis |
| John Mazarakis |
[Signature Page to Employment Agreement]
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Exhibit 99.1
Vireo Growth Inc. Closing of Acquisition ofEaze Inc.
Transaction expands Vireo’s operatingfootprint to 10 states with over 160 dispensaries and approximately 800,000 sq. ft. of cultivation and production
Acquisition adds an incremental 15 dispensariesto Company’s retail footprint in Colorado
Eaze’s delivery platform expected to enhanceCompany’s IP portfolio with a robust presence in California
Cory Azzalino announced as the CEO of Vireo’sCalifornia business
MINNEAPOLIS – April 1, 2026 – Vireo Growth Inc. (CSE: VREO; OTCQX: VREOF) (“Vireo” or the “Company”) today announced that it has closed its acquisition of Eaze Inc. (“Eaze”), a vertically-integrated cannabis retailer and delivery technology platform with operations in California, Florida and Colorado. Eaze has 67 active retail locations and has completed over 12 million deliveries.
Chief Executive Officer John Mazarakis commented, “We are thrilled to announce the closing of our Eaze acquisition and Vireo’s entrance into California and Florida. The addition of Eaze provides immediate scale in two of the country’s largest and most competitive cannabis markets. Eaze brings a polished and proven delivery presence to Vireo and this acquisition further adds to our growing position in Colorado. Cory Azzalino will step into the CEO role of Vireo’s California business – Cory and his team bring operational acumen and emphasis on retail excellence which strengthens Vireo’s platform. We are excited to collaborate in unlocking value across the broader portfolio.”
Cory Azzalino, Chief Executive Officer of Eaze, added, "The Eaze team is excited to join Vireo – our teams share a common vision for setting the standard in cannabis retail and delivery, and together we are well positioned to elevate experiences for customers across each market we serve. I look forward to continuing to grow Vireo’s California presence."
AboutVireo 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.
AboutEaze Inc.
Eaze Inc. is a multi-state operator and the leader in California delivery with 67 dispensaries nationally. Eaze operates 12 delivery and retail stores in California, 15 retail stores in Colorado and 40 retail stores in Florida. Eaze’s Florida subsidiary is vertically integrated from seed-to-sale with 200,000 sq. ft. of indoor cultivation and manufacturing capacity. For more information about Eaze, visit www.eaze.com.
ContactInformation
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 (i) the Company’s future product portfolio and its plans related thereto; (ii) future growth opportunities for the Company; (iii) the Company’s enhanced performance over the combined footprint with Eaze; (iv) the Company’s plans to build a scaled retail presence in California, Florida and Colorado; (v) the Company’s strategies, plans and commitments; and (vi) other statements that are not historical facts. 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. 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 involved with the adverse impact of the acquisition of Eaze on the Company’s business, financial condition, and results of operations; the Company’s ability to maintain relationships with suppliers, customers, employees and other third parties as a result of the acquisition of Eaze; the effects of the acquisition of Eaze on the Company and the interests of various constituents; risks and uncertainties associated with the acquisition of Eaze, some of which are beyond the Company’s control; the nature, cost, impact and outcome of pending and future litigation, other legal or regulatory proceedings, or governmental investigations and actions; 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 Form 10-K for the year ended December 31, 2025, which is 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.
Exhibit 99.2
Vireo Growth Inc. Partners with Ace Venturesto Establish New York’s First Minority-owned Vertically Integrated Medical Cannabis Operator
Majority ownership of Vireo Health of New Yorkto transfer to MWBE-led Ace Ventures; partnership reinforces long-term alignment with New York’s social equity framework
MINNEAPOLIS – April 3, 2026 – Vireo Growth Inc. (“Vireo”) (CSE: VREO; OTCQX: VREOF) today announced a strategic partnership with Ace Venture of NY, LLC (“Ace”), a New York-based Minority & Women-Owned Business Enterprise led by lifelong New Yorker Steven Acevedo, to establish what is expected to become New York’s first scaled social equity operator emerging from the state’s first minority-owned vertically integrated medical cannabis license.
The partnership was developed under the leadership of Chief Executive Officer John Mazarakis and reflects Vireo’s commitment to advancing New York’s vision for a responsible, inclusive, and community-oriented cannabis industry.
Under the agreement, Ace will assume a 51% ownership interest in Vireo Health of New York, LLC (“Vireo NY”), establishing a majority social equity-owned platform supported by Vireo’s longstanding operational expertise, compliance infrastructure, and regulatory experience that Vireo has built in New York since 2014.
By pairing local leadership with one of the most established operating platforms in the state, the transaction is designed to create a durable enterprise aligned with regulatory priorities and long-term growth. Vireo NY operates one of the state’s most developed cannabis platforms, with cultivation, manufacturing, and retail infrastructure built over more than a decade of regulated medical operations. Vireo will continue to provide operational support to ensure regulatory compliance, product quality, and operational excellence as the majority social equity-owned platform expands. John Mazarakis, as CEO of Vireo Health, Inc. and Steven Acevedo will serve on the board of managers of Vireo NY.
Steven Acevedo commented, “New York’s cannabis industry must reflect the communities it serves. I’ve spent my career building relationships across neighborhoods, community organizations, and business leaders throughout this state, and I believe this moment is about pairing that local trust with real operating strength.
I first met John when he was at Chicago Atlantic, and what stood out immediately was his discipline, integrity, and long-term mindset. When he stepped into leadership at Vireo, it was clear the company would continue building with seriousness and respect for the regulatory framework.
Vireo has developed one of the most established platforms in New York, and Chicago Atlantic has consistently demonstrated thoughtful, responsible capital stewardship in this industry. This partnership is built on trust and shared values, and I’m proud to work alongside John and the Vireo team to build something durable and community-centered for New York.”
Mr. Acevedo also expressed deep gratitude to the many leaders whose vision and commitment made this partnership possible: “This milestone would not have been achievable without the unwavering dedication of those who have championed equity in New York's cannabis industry. I want to personally thank Governor Hochul for her leadership in ensuring that social equity remains central to New York's cannabis framework, Assembly Majority Leader Crystal D. Peoples-Stokes for her tireless advocacy on behalf of communities that have long been left behind, and Senator Liz Krueger for her foundational work in shaping legislation that made this moment possible. I also want to acknowledge John Mazarakis - his integrity, patience, and genuine commitment to building something meaningful made him the right partner from day one. To everyone in the state who believed that equity and excellence could coexist in this industry: this is for you.”
John Mazarakis, Chief Executive Officer of Vireo commented, “We’re excited to reach this agreement with Ace, which will bring tremendous leadership to New York’s cannabis community. We are eager to support Ace’s market entry through our ongoing operating agreement, and anticipate meaningful opportunities for our organization to collaborate with the Ace team in the future. This partnership reflects our belief that social equity and operational excellence must go hand in hand. Steven brings meaningful community credibility and leadership, and together we are committed to building a platform that aligns with New York’s regulatory framework and long-term objectives.”
About Ace Ventures
ACE Venture of NY, LLC is a New York-based, Minority & Women-Owned Business Entity (MWBE) partnership. ACE Ventures was founded by lifelong New Yorker Steven Acevedo with the goal of bringing together a team of entrepreneurs with deep experience in every aspect of the cannabis business. The entities mission is to bring unparalleled medical, scientific, and operational expertise to the cannabis industry while investing in communities that have been disproportionately affected by the War on Drugs, with a goal of creating a profitable company with high-quality products, while making social consciousness the function of the entire industry – not simply a feature.
AboutVireo 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.
ContactInformation
Joe Duxbury
investor@vireogrowth.com
612-314-8995
Tamaki Sakai
pr@aceventuresny.com
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 expectations around the proposed transactions involving Ace Ventures, including the proposed social equity operations, the entry into a long-term services agreement between the parties, the post-close composition of the board of managers of Vireo NY and the future collaboration between the Company and Ace. 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 of closing of the proposed transaction and receipt of required regulatory approvals in connection therewith; 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.