Subsequent Events	6 Months Ended
Jun. 30, 2025
Subsequent Events
Subsequent Events	23. Subsequent Events On July 7, 2025, 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 Growth, 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 (the “Lenders”), East West Bank, a California banking corporation (“East West Bank”), as the administrative agent for the Lenders (the “Administrative Agent”), Western Alliance Bank, an Arizona corporation, as the co-administrative agent for the Lenders (the “Co-Admin Agent”), East West Bank, as the 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). The Company will make 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 (as defined in the First Lien Term Loan), 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 (as defined in the First Lien Term 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. 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 Lender, Chicago Atlantic Admin, 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 Admin loans advanced. The Chicago Atlantic Term Loan bears interest at the U.S. prime rate (subject to a 7.5% floor) plus 5.5% per annum. The Company issued a $10 million convertible note (the “Convertible Note”) to Chicago Atlantic Opportunity Finance, LLC, also with a second priority interest, that (a) matures on October 2, 2028 with an option to extend for an additional year subject to a 1% extension fee of all Chicago Atlantic Admin loans advanced, (b) has a cash interest rate of the U.S. prime rate, subject to a 7.5% floor, plus 5.0% per year, and (c) is convertible into the Company’s SVSs at an amount 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. The proceeds from the Convertible Note, Chicago Atlantic Term Loan, and First Lien Term Loan were used to: (i) retire all of the Company’s existing senior secured debt; (ii) retire the Company’s existing first priority interest in the $10,000,000 convertible note issued on November 1, 2024 pursuant to the Tenth Amendment; (iii) 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; (iv) refinance the undrawn first priority $15,000,000 principal amount loan with Stearns Bank National Association and (v) recapture all debt principal payments made for the six month period ending June 30, 2025. All remaining proceeds were used to pay transaction-related expenses. On July 10, 2025, the Company closed the OGI Asset Purchase Agreement after receiving approval from the Missouri Department of Health and Senior Services. In connection with closing, the Company paid Occidental Group, Inc. approximately $7,000,000. Subsequent to June 30, 2025, the Company distributed approximately $6,700,000 to the former stockholders of Proper and Deep Roots.

Subsequent Events

6 Months Ended

Jun. 30, 2025

23. Subsequent Events

On July 7, 2025, 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 Growth, 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 (the “Lenders”), East West Bank, a California banking corporation (“East West Bank”), as the administrative agent for the Lenders (the “Administrative Agent”), Western Alliance Bank, an Arizona corporation, as the co-administrative agent for the Lenders (the “Co-Admin Agent”), East West Bank, as the 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). The Company will make 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 (as defined in the First Lien Term Loan), 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 (as defined in the First Lien Term 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.

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 Lender, Chicago Atlantic Admin, 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 Admin loans advanced. The Chicago Atlantic Term Loan bears interest at the U.S. prime rate (subject to a 7.5% floor) plus 5.5% per annum.

The Company issued a $10 million convertible note (the “Convertible Note”) to Chicago Atlantic Opportunity Finance, LLC, also with a second priority interest, that (a) matures on October 2, 2028 with an option to extend for an additional year subject to a 1% extension fee of all Chicago Atlantic Admin loans advanced, (b) has a cash interest rate of the U.S. prime rate, subject to a 7.5% floor, plus 5.0% per year, and (c) is convertible into the Company’s SVSs at an amount 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.

The proceeds from the Convertible Note, Chicago Atlantic Term Loan, and First Lien Term Loan were used to: (i) retire all of the Company’s existing senior secured debt; (ii) retire the Company’s existing first priority interest in the $10,000,000 convertible note issued on November 1, 2024 pursuant to the Tenth Amendment; (iii) 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; (iv) refinance the undrawn first priority $15,000,000 principal amount loan with Stearns Bank National Association and (v) recapture all debt principal payments made for the six month period ending June 30, 2025. All remaining proceeds were used to pay transaction-related expenses.

On July 10, 2025, the Company closed the OGI Asset Purchase Agreement after receiving approval from the Missouri Department of Health and Senior Services. In connection with closing, the Company paid Occidental Group, Inc. approximately $7,000,000.

Subsequent to June 30, 2025, the Company distributed approximately $6,700,000 to the former stockholders of Proper and Deep Roots.