Vireo Growth Inc. 8-K

What Happened

• Vireo Growth Inc. filed an 8-K (Regulation FD disclosure and Other Events) reporting it entered into an Asset Purchase Agreement (APA) dated December 16, 2025 among Vireo Health, Inc. (Buyer, a wholly owned subsidiary), PharmaCann Inc. and certain PharmaCann subsidiaries (Seller Parties), and Argent Institutional Trust Company (Agent).
• In connection with a Management Services Agreement (MSA) effective March 22, 2026, the Company delivered 90,740,741 subordinate voting shares from treasury into escrow with Odyssey Trust Company on March 24, 2026. Those shares will remain in escrow and may be released as consideration under the APA upon the closing of the acquisition of the assets.

Key Details

• 90,740,741 subordinate voting shares were delivered from treasury into escrow on March 24, 2026.
• APA executed Dec 16, 2025; MSA effective Mar 22, 2026 (Company affiliate to provide management services to the Seller Parties until closing).
• Escrow agent: Odyssey Trust Company; collateral agent under the related indenture: Argent Institutional Trust Company.
• The shares are being held pending potential release and delivery as consideration upon closing; consummation remains subject to material conditions.

Why It Matters

• These escrowed shares represent potential consideration that would dilute existing shareholders if released and issued at closing; investors should note the specific share count (90.74M).
• The transaction is not complete and remains subject to closing conditions and other risks disclosed by the Company; there is no assurance the acquisition will close on the terms described.
• The MSA and pending acquisition relate to dispensary assets and transitional management services, which could affect Vireo’s operations and relationships if the deal closes. The filing also includes standard forward‑looking statements and risk disclosures for investors to review.