Subsequent Events	3 Months Ended
Mar. 31, 2026
Subsequent Events
Subsequent Events	22. Subsequent Events As previously disclosed, on December 22, 2025, the Company entered into a merger agreement pursuant to which a wholly owned subsidiary of the Company would merge with and into Eaze, Inc. (“Eaze”), with Eaze surviving as a wholly owned subsidiary (the “Eaze Merger”). The Eaze Merger was completed on April 1, 2026. In connection with the closing of the Eaze Merger, the Company issued an aggregate of 90,379,591 subordinate voting shares as estimated closing consideration, of which a portion was delivered to a payment agent for distribution to former Eaze stockholders and a portion was placed into escrow. The estimated closing consideration is subject to customary post-closing adjustments, including adjustments for cash, indebtedness, transaction expenses, working capital and certain tax items. Former Eaze stockholders may also be entitled to receive additional subordinate voting shares in the form of earnout consideration based on the achievement of certain financial targets following December 31, 2026, subject to specified limitations. In addition, the Company will issue RSUs to certain Eaze employees in connection with the Eaze Merger, including (i) fully vested RSUs issued at closing and (ii) additional RSUs that vest based on continued employment and are tied to the achievement of earnout-related performance conditions. On April 8, 2026, the Company entered into and concurrently closed a securities purchase agreement pursuant to which it acquired all of the issued and outstanding equity interests of The Hawthorne Gardening Company LLC and its subsidiaries from The Scotts Miracle-Gro Company. In connection with the transaction, the Company issued 213,000,000 subordinate voting shares at a deemed value of $0.60 per share, subject to customary post-closing adjustments, with a portion of such shares placed in escrow. The Company also issued warrants to purchase 80,000,000 subordinate voting shares at an exercise price of $0.85 per share, which are immediately exercisable and expire five years from the date of issuance. The shares issued as consideration and any shares issuable upon exercise of the warrants are subject to a lock-up arrangement with staged releases over a 24-month period. In addition, the parties entered into an investor rights agreement that provides the seller’s designee with certain registration rights, board designation rights, and participation rights in future equity offerings, subject to specified ownership thresholds. On April 13, 2026, the Company and Glass House Brands Inc. (“Glass House”) announced the execution of a definitive agreement to form a joint venture to combine each party’s California dispensary operations, subject to the satisfaction of regulatory approvals and other customary closing conditions. Upon closing, each party is expected to contribute its respective California retail operations to the joint venture in exchange for a 50% ownership interest. The proposed joint venture would combine the Company’s twelve dispensaries and home delivery operations located in California and acquired from Eaze, Inc. with Glass House’s eleven California retail locations. The combined retail platform is expected to be supported by a preferential supply agreement with Glass House. Under the terms of the agreement, beginning five years after closing, the Company will have an option to acquire Glass House’s ownership interest in the joint venture, and Glass House will have a reciprocal put right. On April 23, 2026, the U.S. Department of Justice announced an order reclassifying certain FDA-approved marijuana products and cannabis products subject to qualifying state medical marijuana licenses from Schedule I to Schedule III under the Controlled Substances Act. The Department of Justice also announced an administrative hearing process to consider broader rescheduling of marijuana. The Company is currently evaluating the potential impact of these developments on its operations, tax position, and financial statements. On April 30, 2026, Vireo entered into a definitive arrangement agreement to acquire all outstanding shares of FLUENT Corp. (“FLUENT”) in an all-stock transaction, pursuant to which FLUENT shareholders will receive 0.0705359 of a subordinate voting share of Vireo for each FLUENT share. The transaction has been unanimously approved by the boards of both companies (with interested directors abstaining from voting) following a review by an independent special committee of FLUENT and is subject to customary conditions, including Fluent shareholder approval, court and regulatory approvals, as well as the completion of a debt equitization of approximately $30 million of FLUENT indebtedness. The agreement also contains certain covenants and agreements regarding the conduct of FLUENT’s business until the closing, including covenants requiring FLUENT and its subsidiaries to manage and operate their respective businesses in accordance with an operating budget that was approved by FLUENT’s board of directors and adopted by FLUENT in connection with the transaction.

Subsequent Events

3 Months Ended

Mar. 31, 2026

22. Subsequent Events

As previously disclosed, on December 22, 2025, the Company entered into a merger agreement pursuant to which a wholly owned subsidiary of the Company would merge with and into Eaze, Inc. (“Eaze”), with Eaze surviving as a wholly owned subsidiary (the “Eaze Merger”). The Eaze Merger was completed on April 1, 2026.

In connection with the closing of the Eaze Merger, the Company issued an aggregate of 90,379,591 subordinate voting shares as estimated closing consideration, of which a portion was delivered to a payment agent for distribution to former Eaze stockholders and a portion was placed into escrow. The estimated closing consideration is subject to customary post-closing adjustments, including adjustments for cash, indebtedness, transaction expenses, working capital and certain tax items. Former Eaze stockholders may also be entitled to receive additional subordinate voting shares in the form of earnout consideration based on the achievement of certain financial targets following December 31, 2026, subject to specified limitations. In addition, the Company will issue RSUs to certain Eaze employees in connection with the Eaze Merger, including (i) fully vested RSUs issued at closing and (ii) additional RSUs that vest based on continued employment and are tied to the achievement of earnout-related performance conditions.

On April 8, 2026, the Company entered into and concurrently closed a securities purchase agreement pursuant to which it acquired all of the issued and outstanding equity interests of The Hawthorne Gardening Company LLC and its subsidiaries from The Scotts Miracle-Gro Company. In connection with the transaction, the Company issued 213,000,000 subordinate voting shares at a deemed value of $0.60 per share, subject to customary post-closing adjustments, with a portion of such shares placed in escrow. The Company also issued warrants to purchase 80,000,000 subordinate voting shares at an exercise price of $0.85 per share, which are immediately exercisable and expire five years from the date of issuance. The shares issued as consideration and any shares issuable upon exercise of the warrants are subject to a lock-up arrangement with staged releases over a 24-month period. In addition, the parties entered into an investor rights agreement that provides the seller’s designee with certain registration rights, board designation rights, and participation rights in future equity offerings, subject to specified ownership thresholds.

On April 13, 2026, the Company and Glass House Brands Inc. (“Glass House”) announced the execution of a definitive agreement to form a joint venture to combine each party’s California dispensary operations, subject to the satisfaction of regulatory approvals and other customary closing conditions. Upon closing, each party is expected to contribute its respective California retail operations to the joint venture in exchange for a 50% ownership interest. The proposed joint venture would combine the Company’s twelve dispensaries and home delivery operations located in California and acquired from Eaze, Inc. with Glass House’s eleven California retail locations. The combined retail platform is expected to be supported by a preferential supply agreement with Glass House. Under the terms of the agreement, beginning five years after closing, the Company will have an option to acquire Glass House’s ownership interest in the joint venture, and Glass House will have a reciprocal put right.

On April 23, 2026, the U.S. Department of Justice announced an order reclassifying certain FDA-approved marijuana products and cannabis products subject to qualifying state medical marijuana licenses from Schedule I to Schedule III under the Controlled Substances Act. The Department of Justice also announced an administrative hearing process to consider broader rescheduling of marijuana. The Company is currently evaluating the potential impact of these developments on its operations, tax position, and financial statements.

On April 30, 2026, Vireo entered into a definitive arrangement agreement to acquire all outstanding shares of FLUENT Corp. (“FLUENT”) in an all-stock transaction, pursuant to which FLUENT shareholders will receive 0.0705359 of a subordinate voting share of Vireo for each FLUENT share. The transaction has been unanimously approved by the boards of both companies (with interested directors abstaining from voting) following a review by an independent special committee of FLUENT and is subject to customary conditions, including Fluent shareholder approval, court and regulatory approvals, as well as the completion of a debt equitization of approximately $30 million of FLUENT indebtedness. The

agreement also contains certain covenants and agreements regarding the conduct of FLUENT’s business until the closing, including covenants requiring FLUENT and its subsidiaries to manage and operate their respective businesses in accordance with an operating budget that was approved by FLUENT’s board of directors and adopted by FLUENT in connection with the transaction.