v3.26.1
Summary of Significant Accounting Policies (Policies)
3 Months Ended
Mar. 31, 2026
Summary of Significant Accounting Policies  
Basis of presentation

Basis of presentation

The accompanying interim unaudited condensed consolidated financial statements reflect the accounts of the Company. The information included in these statements should be read in conjunction with the Annual Financial Statements. The unaudited condensed consolidated financial statements were prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. In the opinion of management, the financial data presented includes all adjustments necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented. Results of interim periods should not be considered indicative of the results for the full year. These unaudited interim condensed consolidated financial statements include estimates and assumptions of management that affect the amounts reported in the unaudited condensed consolidated financial statements. Actual results could differ from these estimates.

Basis of consolidation

Basis of consolidation

These unaudited condensed consolidated financial statements include the accounts of the following entities that were wholly owned, or effectively controlled by the Company during the period ended March 31, 2026:

Name of entity

Place of incorporation

HiColor, LLC

Minnesota, USA

MaryMed, LLC

Maryland, USA

Vireo Health of Minnesota, LLC

Minnesota, USA

MJ Distributing C201, LLC

Nevada, USA

MJ Distributing P132, LLC

Nevada, USA

Resurgent Biosciences, Inc.

Delaware, USA

Verdant Grove, LLC

Delaware, USA

Vireo Health de Puerto Rico, LLC

Puerto Rico

CO Acquisition Vehicle, LLC

Delaware, USA

Vireo Health of Rocky Mountain, LLC

Delaware, USA

Vireo Health of Colorado, LLC

Colorado, USA

Vireo Health of CO, LLC

Delaware, USA

Vireo Health of CO II, LLC

Delaware, USA

Vireo Health of Denver Metro, LLC

Delaware, USA

Vireo Health of DTC, LLC

Delaware, USA

Vireo Health of Foothills, LLC

Delaware, USA

Vireo Health of Las Cruces, LLC

Delaware, USA

Vireo Health of Mile High, LLC

Delaware, USA

Vireo Health of NM, LLC

Delaware, USA

Vireo Health of Noco, LLC

Delaware, USA

Vireo Health of Santa Fe, LLC

Delaware, USA

Vireo Health of Soco, LLC

Delaware, USA

Vireo Health of Western Slope, LLC

Delaware, USA

Retail Management Associates, LLC

Arizona, USA

Vireo Health of Nevada I, LLC

Nevada, USA

Vireo Health of New York LLC

New York, USA

Vireo Health of Puerto Rico, LLC

Delaware, USA

Vireo Health, Inc.

Delaware, USA

Vireo Health of Arcadia, LLC

Delaware, USA

200 W 24th Holdings, LLC

Delaware, USA

Vireo of Charm City, LLC

Maryland, USA

Vireo PR Merger Sub Inc.

Missouri, USA

Vireo PR Merger Sub II Inc.

Missouri, USA

Deep Roots Holdings, Inc.

Nevada, USA

WholesomeCo, Inc.

Delaware, USA

New Growth Horizon, LLC

Missouri, USA

Nirvana Investments, LLC and Subsidiaries

Missouri, USA

2178 State Highway 29A LLC

New York, USA

Vireo Marketing, LLC

Minnesota, USA

Deep Roots Harvest, Inc.

Nevada, USA

Deep Roots Aria AcqCo, Inc.

Nevada, USA

Deep Roots Operating, Inc.

Nevada, USA

Deep Roots Properties, LLC

Nevada, USA

WC Staffing, LLC

Utah, USA

Wholesome Goods, LLC

Utah, USA

Wholesome Ag, LLC

Utah, USA

Wholesome Direct, LLC

Utah, USA

Wholesome Therapy, LLC

Utah, USA

Arches IP, Inc.

Delaware, USA

The entities listed above were formed or acquired to support the intended operations of the Company. All intercompany transactions and balances have been eliminated from the Company's unaudited condensed consolidated financial statements.

Recently adopted accounting pronouncements and New accounting pronouncements not yet adopted

Recently adopted accounting pronouncements

None.

New accounting pronouncements not yet adopted

None.

Net loss per share

Net loss per share

Basic net loss per share is computed by dividing reported net loss by the weighted average number of common shares outstanding for the reported period. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue subordinate voting shares were exercised or converted into subordinate voting shares of the Company during the reporting period. Diluted net loss per share is computed by dividing net loss by the sum of the weighted average number of subordinate voting shares and the number of potential dilutive subordinate voting share equivalents outstanding during the period. Potential dilutive subordinate voting share equivalents consist of the incremental subordinate voting shares issuable upon the exercise of vested stock options and the incremental shares issuable upon conversion of the convertible notes. Potential dilutive subordinate voting share equivalents consist of stock options, warrants, and restricted stock units (“RSUs”).

In computing diluted earnings per share, subordinate voting share equivalents are not considered in periods in which a net loss is reported, as the inclusion of the subordinate voting share equivalents would be anti-dilutive. The Company recorded a net loss for the three month periods ended March 31, 2026 and 2025, as presented in these financial statements, and as such there is no difference between the Company’s basic and diluted net loss per share for these periods.

The anti-dilutive shares outstanding for the three-month periods ended March 31, 2026 and 2025, were as follows:

Three Months Ended

March 31,

2026

  ​ ​ ​

2025

Stock options

34,629,892

 

30,731,300

Warrants

15,503,937

 

18,541,586

RSUs

59,565,217

71,156,247

Convertible debt

15,680,000

16,000,000

Total

125,379,046

 

136,429,133

Revenue recognition

Revenue Recognition

The Company’s primary source of revenue is from the wholesale of cannabis products to dispensary locations and direct retail sales to eligible customers at Company-owned dispensaries. Substantially all of the Company’s retail revenue is from the direct sale of cannabis products to adult-use and medical customers.

The following table represents the Company’s disaggregated revenue by source:

Three Months Ended
March 31,

  ​ ​ ​

2026

  ​ ​ ​

2025

Retail

$

89.9

$

19.2

Wholesale

 

16.3

 

5.3

Total

$

106.2

$

24.5