Vireo Growth Inc. (Form: 8-K, Received: 07/11/2025 17:14:36)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 7, 2025

VIREO GROWTH INC.

(Exact name of registrant as specified in its charter)

British Columbia

(State or other jurisdiction of Incorporation)

000-56225		82-3835655
(Commission File Number)		(IRS Employer Identification No.)

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

(612) 999-1606

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since 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 Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

First Lien Term Loan

On July 7, 2025, Vireo Growth Inc. (“Vireo” or the “Company”) entered into a Loan and Security Agreement (the “First Lien Term Loan”), effective July 3, 2025, by and among the Company and each of its subsidiaries (together with Vireo, each individually, a “Borrower” and collectively, jointly and severally, the “Borrowers”), the Guarantors from time to time party thereto (the “Guarantors”), the financial institutions from time to time party thereto as Lenders, East West Bank, a California banking corporation (“East West Bank”), as Administrative Agent for the Lenders (the “Administrative Agent”), and Western Alliance Bank, an Arizona corporation, as co-administrative agent for the Lenders (the “Co-Admin Agent”), East West Bank, as collateral agent for the Lenders (the “Collateral Agent;” and each of the Collateral Agent, the Administrative Agent and the Co-Admin Agent, an “Agent,” and two or more, the “Agents”), and East West Bank and Western Alliance Bank, as joint lead arrangers (collectively, in such capacities, the “Joint Lead Arrangers”).

The First Lien Term Loan provides for an aggregate principal amount of $120,000,000 to be loaned to the Borrowers. The aggregate principal amount of the First Lien Term Loan amortizes in quarterly installments of $3,000,000 (or 10% per annum of the original principal amount of the First Lien Term Loan). Borrowers will make such quarterly amortization payments commencing on December 31, 2025 and on the last business day of each quarter thereafter through and including June 30, 2028. Upon maturity of the First Lien Term Loan on July 31, 2028, the remaining outstanding principal amount of the First Lien Term Loan, and all accrued and unpaid interest thereon, will be due and payable in full. The First Lien Term Loan bears interest at the one month Term Secured Overnight Financing Rate (subject to a 3% floor) plus 4% per annum. The First Lien Term Loan shall, at the Administrative Agent’s option, convert to a Prime Rate Loan at the end of the First Lien Term Loan’s current one-month interest period if an event of default shall occur and be continuing, at which time an additional 2% of default interest will also be applicable to the First Lien Term Loan.

The First Lien Term Loan is secured by a perfected first priority security interest in all assets of the Borrowers and Guarantors, including mortgages on real property, now owned or acquired in the future by the Borrowers and all future subsidiaries and a pledge of 100% of the issued and outstanding equity interests in the Borrowers (other than Vireo) and Guarantors.

The First Lien Term Loan contains a number of event of default triggers, including late or missed payments, covenant breaches (including any financial covenants), insolvency or dissolution, cross defaults to other debt and material agreements, judgements or trustee proceeds in excess of $3,000,000, occurrence of a material adverse effect with respect to the Borrowers or Guarantors, a change in law causing the use of any mortgaged property as a cannabis establishment illegal under applicable laws, Borrowers or Guarantors being found guilty of fraud or any of Borrowers, Guarantors, key officers, directors, or manager becomes subject of an enforcement action or proceeding by U.S. federal government authority with respect to alleged breach of applicable cannabis laws, in each case, subject to applicable cure rights.

The foregoing description of the First Lien Term Loan is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the First Lien Term Loan Agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2025.

Chicago Atlantic Term Loan and Convertible Note

On July 7, 2025, the Borrowers and Guarantors entered into a secured term loan (the “Chicago Atlantic Term Loan”), effective July 3, 2025, with Chicago Atlantic Opportunity Finance, LLC, as a Lender, Chicago Atlantic Admin, LLC, as Administrative Agent and Collateral Agent (“2L Agent”) and Chicago Atlantic Credit Advisers, LLC, as Lead Arranger (“Lead Arranger”).

The Chicago Atlantic Term Loan provides for a principal amount of $33,000,000 to be loaned to the Borrowers along with a $50,000,000 accordion feature, available to support future strategic initiatives, subject to the sole discretion of the Lender and 2L Agent. Amortization payments are due and payable monthly on each payment date in an amount equal to 1% of the loan amount starting November 30, 2025. All unpaid and accrued interest is due and payable on the maturity date of October 2, 2028, with an option to extend for an additional year subject to a 1% extension fee of all Chicago Atlantic loans advanced. The Chicago Atlantic Term Loan bears interest at the Prime Rate (subject to a 7.5% floor) plus 5.5% per annum.

The Chicago Atlantic Term Loan is secured by a second priority security interest in and lien on all existing assets and future assets, together with any and all products and proceeds thereof, including mortgages on all owned real property and a subordinated pledge of 100% of the issued and outstanding equity interests in the Borrowers (other than Vireo) and Guarantors.

The Chicago Atlantic Term Loan is subject to substantially similar event of default provisions as those in the First Lien Term Loan, and is subordinated to the Firs Lien Term Loan pursuant to the terms of an intercreditor agreement between the Administrative Agent and the 2L Agent.

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

John Mazarakis, Vireo’s Chief Executive Officer, is a partner of Chicago Atlantic Group, LP, an affiliate of Chicago Atlantic Admin, LLC.

The foregoing descriptions of the Chicago Atlantic Term Loan and Convertible Note are only summaries, do not purport to be complete and are qualified in their entirety by reference to the full text of the Chicago Atlantic Term Loan Agreement and Convertible Note, which will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2025.

Use of Proceeds

The proceeds of the loan were used to: (i) retire all of the Company’s existing senior secured debt held with Chicago Atlantic Admin, LLC in the amount of approximately $114,000,000; (ii) recapture approximately $10,000,000 of secured loans paid at closing by the Company in connection with the WholesomeCo., Inc. merger; (iii) retire its existing first priority interest $10,000,000 convertible note issued on November 1, 2024 pursuant to the Joinder and Tenth Amendment to Credit Agreement by and among the Company and certain of its subsidiaries party thereto as borrowers, the lenders party thereto, and Chicago Atlantic Admin, LLC; (iv) refinance the undrawn amount of the first priority interest $11,500,000 secured credit agreement among the Company, the Company’s wholly-owned subsidiary, Vireo Health of Minnesota, LLC, and Chicago Atlantic Lincoln, LLC; and (v) refinance the undrawn first priority $15,000,000 principal amount loan with Stearns Bank National Association. All remaining proceeds were used to pay transaction-related expenses.

Management Compensation

As previously reported, under the employment agreements of Mr. Mazarakis and Tyson Macdonald, the Company’s Chief Financial Officer, each of Mr. Mazarakis and Mr. Macdonald is entitled to a bonus payment of 0.8% and 0.4%, respectively, of the principal value of debt refinanced by the Company in excess of $60 million with an effective interest rate of less than 9.75%.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K related to the First Lien Term Loan, the Chicago Atlantic Term Loan and the New Note is incorporated herein by reference, to the extent required herein.

Item 3.02

Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 is incorporated herein by reference to the extent responsive to Item 3.02. The New Note has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and was issued in reliance on the exemptions 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 Directors or Certain Officers; Elections of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

The information set forth under Item 1.01 of this Current Report on Form 8-K related to the bonus payments to Mr. Mazarakis and Mr. Macdonald is incorporated herein by reference, to the extent required herein.

Item 7.01

Regulation FD Disclosure

On July 8, 2025 and July 9, 2025, the Company issued press releases announcing the 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 Securities Exchange Act of 1934, as amended.

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release, dated as of July 8, 2025*

99.2		Press Release, dated as of July 9, 2025*

104		Cover Page Interactive Data File (embedded within Inline XBRL document)

*Furnished herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VIREO GROWTH INC.
	(Registrant)

	By:	/s/ Tyson Macdonald
		Tyson Macdonald
		Chief Financial Officer

Date: July 11, 2025

Exhibit 99.1

Vireo Growth Inc. Completes Loan Refinancing and Upsize

With a Bank Led Syndicate

-- Company completes refinancing of all existing senior secured debt through a $120 million self-syndicated term loan with leading banks, at an interest rate of 8.3% --

-- Company also completes expansion of its consolidated credit facilities with an additional $33 million second lien term loan with $50 million accordion to support ongoing strategic initiatives --

-- Senior secured debt refinancing is expected to generate more than $10 million in annual interest savings, strengthening the Company’s financial position and enhancing long-term shareholder value --

MINNEAPOLIS – July 8, 2025 – Vireo Growth Inc. (“Vireo” or the “Company”) (CSE: VREO; OTCQX: VREOF) today announced the successful closing of a series of transactions that collectively refinance all of its existing senior secured debt and significantly expand its credit capacity under more favorable terms. The $153 million in combined closing date financing strengthens the Company’s balance sheet with over $100 million in cash and is expected to reduce annual interest expense by more than $10 million.

On July 7, 2025, the Company closed a $120 million self-syndicated first lien term loan with a group of leading banks. The facility refinances all existing senior secured obligations and is secured by a first-priority lien on substantially all assets, including real estate and operating subsidiaries. The three-year facility accrues interest at 8.3% (1-month SOFR + 4.0%) and may be prepaid at any time without penalty.

In parallel, the Company also closed a $33 million second lien term loan with a $50 million accordion feature available to support future strategic initiatives, subject to mutual agreement. This facility carries a three-year maturity, accrues interest at prime + 5.5%, and includes a one-year extension option for a 1.0% fee. It is prepayable at any time with 45 days’ notice and no penalty. Proceeds will be used for general corporate purposes.

These financings follow the recent completion of a series of mergers that expanded Vireo’s operational footprint and market leadership. As part of those transactions, Vireo assumed the senior debt obligations of the acquired companies as part of an otherwise all-equity consideration structure. The refinancing announced today represents the execution of a deliberate strategy to consolidate and optimize that debt across the platform.

Following the December announcement of Vireo’s recently completed corporate transactions, Chief Executive Officer John Mazarakis and Chief Financial Officer Tyson Macdonald led a targeted process to structure and syndicate the Company’s post-merger debt facilities. This initiative delivered on a key commitment made to merger partners: to rapidly refinance legacy debt and position the Company with the financial flexibility to execute its long-term strategy. The resulting outcome reflects disciplined capital planning and strong institutional demand, with the senior facility significantly oversubscribed.

Lenders involved in the financing process cited confidence in the Company’s operating model, financial strategy, and leadership continuity. The ongoing role of CEO John Mazarakis was an important consideration in establishing long-term lending relationships and ensuring alignment between capital providers and management.

“We entered this process with a clear objective: to strengthen our capital structure and reduce our cost of capital without sacrificing flexibility,” said John Mazarakis, Chief Executive Officer of Vireo. “The strong response from our lending partners reflects the progress we’ve made and the confidence in our team’s ability to execute.”

About Vireo Growth Inc.

Vireo was founded in 2014 as a medical cannabis pioneer—and we’ve never stopped pushing boundaries. We’re building the most disciplined, strategically aligned, and execution-focused platform in the industry. That means staying relentlessly local while leveraging the strength of a national portfolio, backing exceptional leaders, and deploying capital and talent where it drives 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 calls home. For more information about Vireo, visit www.vireogrowth.com.

Contact Information

Joe Duxbury

Chief Accounting Officer

investor@vireogrowth.com

(612) 314-8995

Forward-Looking Statement Disclosure

This press release contains “forward-looking information” within the meaning of applicable United States and Canadian securities legislation. 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,” “transformation,” and “pending,” variations of such words and phrases, or any statements or clauses containing verbs in any future tense. 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 related to the achievement of management’s financial performance outlook, which may not be indicative of actual results, and risk factors set out in the Company’s Form 10-K for the year ended December 31, 2024 and the Company’s information statement regarding the Merger Transactions, both of 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.ca. 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. Announces Retirement of November 2024 Convertible Note

-- Company concurrently refinances convertible note on amended terms in conjunction with larger refinancing --

MINNEAPOLIS – July 9, 2025 – Vireo Growth Inc. (“Vireo” or the “Company”) (CSE: VREO; OTCQX: VREOF) today announced the retirement of its previously outstanding US$10 million principal amount convertible note issued on November 1, 2024. Concurrently with the retirement of the November 1, 2024 convertible note, on July 7, 2025, the Company issued a new US$10 million principal amount convertible note pursuant to a private placement transaction under a loan and security agreement related to its recently-announced refinancing initiatives. The refinancing of the 2024 convertible note reflects incremental debt capital to the previously disclosed refinancing event on July 7, 2025.

The repayment of the November 1, 2024 convertible note and the issue of the new convertible note will be considered a “related party transaction” for the purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61- 101"), as the lender is a “related party” to Vireo as defined in MI 61-101. These transactions will be exempt from the formal valuation and minority shareholder approval requirements under MI 61-101 on the basis that neither the fair market value of the securities repaid and issued, nor the fair market value of the consideration for the securities repaid and issued, insofar as it involves related parties, exceeds 25% of the market capitalization of Vireo.

The new convertible note was issued in reliance upon exemptions from the registration requirements of the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and applicable Canadian and U.S. state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.

About Vireo Growth Inc.

Contact Information

Joe Duxbury

Chief Accounting Officer

investor@vireogrowth.com

(612) 314-8995

Forward-Looking Statement Disclosure

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 achievement of management’s financial performance outlook, which may not be indicative of actual results, and risk factors set out in the Company’s Form 10-K for the year ended December 31, 2024 and the Company’s information statement regarding its recently completedmerger transactions, both of 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.ca. 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.