13. Long-Term Debt

During 2017, the Company entered into a promissory note payable with an original principal amount of $1,010,000. In 2019, the note was amended to increase the principal amount to $1,110,000. The note was repaid in full during the year ended December 31, 2024.

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On November 19, 2021, the Company entered into a $2,000,000 promissory note in connection with the acquisition of Charm City Medicus, LLC. The note originally bore interest at 8% per annum and required quarterly interest payments. The note was amended in November 2023 to increase the interest rate to 15% and reduce the outstanding principal through a $1,000,000 repayment. In November 2024, the note was further amended to increase the interest rate to 18%, extend the maturity date, and provide for a $100,000 principal repayment. The remaining principal balance of $900,000 was due February 28, 2025 and was repaid in full on that date.

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On March 25, 2021, the Company entered into a senior secured delayed draw term loan credit agreement with an aggregate principal amount of up to $46,000,000 (the “Credit Facility”) and initially drew $26,000,000. Borrowings under the Credit Facility bear interest at the U.S. prime rate plus 10.375%, payable monthly in cash, and 2.75% per annum paid-in-kind interest. In connection with the Credit Facility, the Company pays a monthly credit monitoring fee of $130,400, which is included in interest expense.

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The Credit Facility has been amended from time to time, including amendments in 2021 and 2022 providing for additional delayed draw term loans and amendments in 2023 and 2024 modifying certain terms and extending the maturity date. On July 31, 2024, the Company executed an amendment to the Credit Facility extending the maturity date to January 29, 2027 and modifying certain financial covenants. In connection with this amendment, the Company issued 12,500,000 Subordinate Voting Shares to the lenders, valued at $5,387,500, which were recorded as deferred financing costs.

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On May 20, 2024, the Company entered into a $1,200,000 term loan with its senior secured lender to assist with the purchase of a site for a new dispensary location. The loan bears interest at 12.0% and matures on May 28, 2027. Financing costs of $68,600 were incurred in connection with the loan.

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On December 27, 2024, Vireo Health of Minnesota, LLC (“Vireo Minnesota”), a wholly-owned subsidiary of the Company, entered into a secured credit agreement with Chicago Atlantic Admin, LLC providing for borrowings of up to $11,500,000 to finance the construction of a new indoor cultivation facility. Borrowings under the agreement bear interest at 10.5% and mature on June 26, 2026. The Company drew $5,500,000 under the facility and incurred financing costs of $1,549,773.

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On December 31, 2024, Vireo Minnesota entered into a $15,000,000 commercial loan agreement with Stearns Bank National Association to finance the buildout of a cultivation facility in Elk River, Minnesota. The loan has a 24-month term and carries a fixed interest rate of 9.25%. Interest-only payments are required during the first 12 months, followed by principal and interest payments based on a 240-month amortization schedule. The loan is collateralized by a leasehold construction mortgage associated with the facility. No borrowings had were made under the loan; however, financing costs of $412,897 were incurred.

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Long-Term Debt Arising from the Mergers

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In connection with the closing of the Proper Mergers, the Company became obligated under $25,502,655 of notes payable due to Chicago Atlantic Admin, LLC. The unpaid principal amounts outstanding bore interest at a rate of (a) 11.00%, and (b) 3.00% per annum PIK interest, both payable monthly in cash. In addition, 1% amortization of the original principal value of the note, or $27,100,000, was payable monthly, and the note was set to mature on November 28, 2025. See Note 3 for additional information.

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In connection with the closing of the Deep Roots Merger, the Company became obligated under $19,166,670 of notes payable due to Chicago Atlantic Admin, LLC. The unpaid principal amounts outstanding bore interest at a rate of (a) the U.S. prime rate, with a floor of 8.00%, plus (b) 6.50%, payable monthly in cash. In addition, 0.83% amortization of the

original principal value of the note, or $20,000,000, was payable monthly, and the note was set to mature on August 15, 2027. See Note 3 for additional information.

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In connection with the closing of the Wholesome Merger, the Company became obligated on a $8,592,555 term loan bearing an interest rate of 11.25%, payable monthly in cash. The term loan was repaid in full on May 13, 2025. Additionally, the Company became obligated on $1,000,000 of promissory notes bearing an interest rate of 13.00%, payable monthly cash. See Note 3 for additional information.

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First Lien Term Loan and Chicago Atlantic Term Loan

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On July 3, 2025, the Company also entered into a Loan and Security Agreement (the “First Lien Term Loan”), effective July 7, 2025, with East West Bank, a California banking corporation (“East West Bank”), as Administrative Agent (the “Administrative Agent”), and Western Alliance Bank, an Arizona corporation, as co-administrative agent (the “Co-Admin Agent”).

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The First Lien Term Loan provides for an aggregate principal amount of $120,000,000. The aggregate principal amount of the First Lien Term Loan amortizes in quarterly installments of $3,000,000. The Company will make such quarterly amortization payments commencing on December 31, 2025 and on the last business day of each quarter thereafter through and including July 3, 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.

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On July 3, 2025, the Company entered into a secured term loan (the “Chicago Atlantic Term Loan”), effective July 7, 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 Company 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 1.00% extension fee of all loans advanced by lenders under the Chicago Atlantic Term Loan. The Chicago Atlantic Term Loan bears interest at the Prime Rate (subject to a 7.50% floor) plus 5.50% per annum.

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The First Lien Term Loan is secured by a perfected first priority security interest in all assets and future assets of the Company. The Chicago Atlantic Term Loan is secured by a second priority security interest in and lien on all existing assets and future assets of the Company.

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The proceeds from the First Lien Term Loan and Chicago Atlantic Term Loan were used to retire all of the Company’s existing debt obligations, including the debt arising the Mergers. In connection with the retirement of the existing debt, the Company recorded a loss on extinguishment of $8,563,645, of which $4,911,988 relates to the extinguishment of unamortized financing costs associated with the retired debt obligations, and $3,651,657 relates to make-whole fees paid. The loss on extinguishment is included in other expense on the statement of loss and comprehensive loss for the year ended December 31, 2025.

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Unless otherwise specified, all deferred financing costs are treated as a contra-liability, to be netted against the outstanding loan balance and amortized over the remaining life of the loan. As of December 31, 2025, $5,831,822 (2024 - $6,576,985) of deferred financing costs remain unamortized.

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The following table shows a summary of the Company’s long-term debt:

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As of December 31, 2025, stated maturities of long-term debt were as follows:

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