3. Business Combinations and Dispositions

Acquisitions

Schwazze

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As previously disclosed, in connection with the acquisition of a majority of the outstanding principal amount of 13% Senior Secured Convertible Notes due December 7, 2026 (the “Senior Secured Notes”) of Medicine Man Technologies, Inc. d/b/a Schwazze (“Schwazze”), Vireo Health of Colorado, LLC, a Colorado limited liability company (“VHC”) and wholly-owned subsidiary of the Company entered into a restructuring support agreement (the “RSA”) with Schwazze and certain related entities on October 9, 2025. Prior to the closing of the Asset Sale (as defined below), a wholly owned subsidiary of the Company, CO Acquisition Vehicle, LLC, a Delaware limited liability company (“CO Acquisition”), acquired the remaining Senior Secured Notes, and as of the closing of the Asset Sale, the Company indirectly held all of the issued and outstanding Senior Secured Notes.

The RSA set forth a plan to restructure the operations and capital structure of Schwazze and its subsidiaries through a series of transactions, including, but not limited to (i) the purchase of certain assets representing a majority of the total assets of Schwazze and its subsidiaries (the “Asset Sale”) by a newly-formed entity, Vireo Health of Rocky Mountain, LLC, a Delaware limited liability company (“Vireo Health of Rocky Mountain”), that, as of the closing of the Asset Sale, is majority owned indirectly by the Company, and (ii) the liquidation of Schwazze’s remaining assets and winding down of Schwazze’s remaining operations after consummation of the Asset Sale.

The RSA provided for the Asset Sale to be effected by way of a public disposition of collateral pursuant to § 9-610 and 9-611 of the Uniform Commercial Code. As previously disclosed, on November 13, 2025, a public auction of Schwazze’s collateral was completed, and the collateral agent under the indenture governing the Senior Secured Notes, acting at the direction of VHC, credit bid approximately $111.0 million principal amount of Senior Secured Notes on behalf of VHC and other noteholders (the “Credit Bid”). The Credit Bid was determined to be the winning bid upon conclusion of the auction. Following, the auction, Schwazze entered into an asset purchase agreement with Vireo Health of Rocky Mountain and certain other parties on November 13, 2025 (as amended, the “Asset Purchase Agreement”).

On February 27, 2026, CO Acquisition was acquired by VHC pursuant to a membership interest purchase agreement. Prior to the acquisition, CO Acquisition entered into a First Amendment to Loan and Security Agreement (the “CO Acquisition LSA Amendment”) on February 26, 2026, which amended a Loan and Security Agreement, dated as of September 30, 2025 (as amended, the “CO Acquisition LSA”) by and among CO Acquisition as borrower, Chicago Atlantic Admin, LLC, as administrative agent and the lenders party thereto (the “CO Acquisition Lenders”). The CO Acquisition LSA provides for a term loan facility with a total principal commitment of $26 million, of which $25.0 million was advanced on the closing date of the CO Acquisition LSA with $10 million disbursed to the borrower and $15.0 million held in reserve. Pursuant to the CO Acquisition LSA Amendment, the CO Acquisition Lenders released the remaining $15.0 million held in reserve to be used by CO Acquisition to fund its commitment as a lender under the LSA.

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On March 19, 2026, pursuant to the terms of the Asset Purchase Agreement, the assets subject to the Asset Sale, consisting of 45 total dispensaries in Colorado and New Mexico and two manufacturing facilities, one in each of Colorado and New Mexico, were transferred to Vireo Health of Rocky Mountain (and certain of its designated subsidiaries) in consideration for (i) the Credit Bid and (ii) the assumption of certain specified liabilities of Schwazze. The Credit Bid resulted in the discharge of the Senior Secured Notes at Closing. Additionally, equity interests in Vireo Health of Rocky Mountain were distributed by the collateral agent to an indirect wholly owned subsidiary of the Company, which as of the closing of the Asset Sale, held all of the issued and outstanding Senior Secured Notes. As a result of this distribution and certain other transactions, the subsidiary of the Company became the majority owner of Vireo Health of Rocky Mountain.

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The Company analyzed the acquisition under Accounting Standards Update (“ASU”) 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business and determined that the Asset Sale should be accounted for as a business combination. Goodwill represents the premium the Company paid over the fair value of the net tangible and intangible assets acquired. The goodwill arising from the Asset Sale primarily consists of the synergies and economies of scale expected from combining the operations of the Company and Vireo Health of Rocky Mountain, including growing the Company's customer base, acquiring assembled workforces, and expanding its presence in new and existing markets. These benefits were not recognized separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets.

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The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed:

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The acquired intangible assets include cannabis licenses and developed technology which are treated as definite-lived intangible assets amortized over a 15-year useful life.

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Supplemental pro forma information (unaudited) for Vireo Health of Rocky Mountain

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The unaudited pro forma information for the periods set forth below gives effect to the Asset Sale as if the acquisition had occurred on January 1, 2026. This pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved had the transaction been consummated as of that time nor does it purport to be indicative of future financial operating results.

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Proforma revenues attributable to subordinate voting shareholders for the three month period ended March 31, 2026, were $29.4 million. Proforma net loss attributable to subordinate voting shareholders for the three month period ended March 31, 2026 were $10.2 million.

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Unaudited pro forma net income reflects the adjustment of sales between the companies, and adjustments for alignment of significant differences in accounting principles and elections.

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Purchase Price Allocations

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The above purchase price allocations are provisional specifically for determination fair value of assets and liabilities including measurement of working capital adjustments pending the adjustment periods defined within the acquisition transaction agreements. 

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The Company will continue to examine the above during the measurement period and adjustments will be made based on facts and circumstances that existed at the acquisition date once subsequently finalized and within the measurement period. 

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The Mergers

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On December 18, 2024, the Company entered into merger agreements (each a “Merger Agreement” and collectively, the “Merger Agreements”) with each of (i) Deep Roots Holdings, Inc. (“Deep Roots”) (the “Deep Roots Merger”), (ii) Proper Holdings, LLC (“Proper”), NGH Investments, Inc. (“NGH”), and Proper Holdings Management, Inc. (“Proper MSA Newco” and together with NGH and Proper, the “Proper Companies”) (the “Proper Mergers”), and (iii) WholesomeCo, Inc. (“Wholesome”) (the “Wholesome Merger” and collectively with the Deep Roots Merger and the Proper Mergers, the “Mergers” and each, a “Merger”). Each Merger was an all-share transaction whereby, at the closing of each Merger, (i) a new wholly-owned subsidiary of the Company merged with and into Deep Roots, (ii) a new wholly-owned subsidiary of the Company merged with and into Wholesome, and (iii) the Proper Companies each merged with and into new wholly-owned subsidiaries of the Company. None of the Mergers were contingent upon the completion of any of the other Mergers.  The Wholesome Merger closed on May 12, 2025, the Proper Mergers closed on June 5, 2025, and the Deep Roots Merger closed on June 6, 2025.

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The consideration paid to acquire each of Deep Roots, Proper and Wholesome was based, in each case, in part, on an estimated multiple of a 2024 “Closing EBITDA,” which was pro forma for pending acquisitions, planned new retail openings and expansion projects, and a $0.52 share reference price for the Company’s subordinate voting shares (each subordinate voting share an “SVS” and collectively, the “SVSs”).

Pursuant to the Merger Agreements, former stockholders of Proper, Wholesome, and certain former stockholders of Deep Roots may qualify for earnout payments made with the Company’s SVSs following December 31, 2026, based on each target’s adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) (as defined in the applicable Merger Agreement) growth compared to such target’s Closing EBITDA (as defined in the applicable Merger Agreement) (plus, with respect to Deep Roots, $1.0 million in EBITDA attributed to a new retail location) (at a 4x multiple), adjusted for incremental debt and certain other matters, respectively, and paid out using a share price for the Company’s SVSs of the higher of $1.05 or the 20-day volume weighted average price of the Company’s SVSs on the Canadian Securities Exchange (“CSE”), converted to United States Dollars based on the average exchange rate posted by the Bank of Canada as of the end of each trading day during such 20-day period, as reported by Bloomberg Finance L.P. (the “VWAP”) as of December 31, 2026. The Closing EBITDA for Deep Roots, Proper and Wholesome are $30.0 million, $31.0 million, and $16.0 million, respectively. EBITDA growth is defined as the increase between the Closing EBITDA and the higher of 2026 Adjusted EBITDA or the trailing nine-month annualized Adjusted EBITDA as of immediately prior to December 31, 2026. In no event shall the number of earnout shares issued under each Merger Agreement exceed the number of shares issued as closing merger consideration under each Merger Agreement.

Each of the Merger Agreements provides for the clawback of up to 50% of the upfront merger consideration (excluding, in the case of Proper and Wholesome, the amounts described in the next paragraph that are attributable to Arches, as defined below) on December 31, 2026, if (1) for Wholesome and Deep Roots, (a) 2026 Adjusted EBITDA underperforms 96.5% of the Closing EBITDA, and (b) the retail revenue market share or EBITDA margin for 2026 is less (or lower) than 2024 and (c) the 20-day VWAP as of immediately prior to December 31, 2026 is greater than $1.05 per share, and (2) for Proper, 2026 Adjusted EBITDA underperforms 96.5% of the Closing EBITDA. The amount of shares subject to a clawback would be equal to the Acquisition Multiple (as defined in each Merger Agreement) of 4.175 for each of Deep Roots, Proper and Wholesome, respectively, multiplied by the EBITDA shortfall, and subject to certain other adjustments for incremental debt and certain other matters, set forth in the applicable Merger Agreement, divided by $0.52 per share.

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In connection with the Merger Agreement with Wholesome (the “Wholesome Merger Agreement”) and the Merger Agreement with Proper (the “Proper Merger Agreement”), the Company included in the stock merger consideration calculation an amount equal to (i) $11,860,800 for Wholesome and (ii) $2,139,200 for Proper for all of the outstanding equity interests in Arches IP, Inc. (“Arches”) owned by Wholesome and Proper, respectively. Subject to the terms and conditions of the Wholesome Merger Agreement and the Proper Merger Agreement, each of Wholesome, Proper and Arches option holders are collectively entitled to earnout payments based on the performance of Arches, based on the greater of $37.5 million or 5x certain revenue percentages of Arches minus $4,000,000, with such revenue percentage amounts measured at the higher of the trailing-twelve-month or nine-month annualized amounts as of December 31, 2026,

paid out using a share price for the Company’s SVSs at the higher of $1.05 or the 20-day VWAP as of immediately prior to December 31, 2026.

Wholesome

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On May 12, 2025, the Company closed the Wholesome Merger contemplated by the Wholesome Merger Agreement. The Company analyzed the acquisition under Accounting Standards Update (“ASU”) 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business and determined that the Wholesome Merger should be accounted for as a business combination. Goodwill represents the premium the Company paid over the fair value of the net tangible and intangible assets acquired. The goodwill arising from the Wholesome Merger primarily consists of the synergies and economies of scale expected from combining the operations of the Company and Wholesome, including growing the Company's customer base, acquiring assembled workforces, and expanding its presence in new and existing markets. These benefits were not recognized separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets.

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The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed:

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The acquired intangible assets include cannabis licenses and developed technology which are treated as definite-lived intangible assets amortized over a 15-year useful life.

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As of March 31, 2026, the Company has recorded a contingent consideration liability of $18.2 million, which represents the estimated fair value of the potential earnout payments based on management’s current projections of Adjusted EBITDA performance relative to the Closing EBITDA thresholds. The contingent consideration is classified as a Level 3 liability

within the fair value hierarchy and is remeasured at each reporting date, with changes in fair value recognized in earnings. During the three months ended March 31, 2026, the Company recognized a $1.0 million gain related to the change in the fair value of contingent consideration in earnings related to the remeasurement of this liability.

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As part of the Wholesome Merger, the sellers contractually agreed to indemnify the Company for certain pre-closing liabilities, including those related to unpaid uncertain tax liabilities. On May 12, 2025, the Company recognized a liability of $13.3 million for uncertain tax positions related to the pre-acquisition periods in accordance with Accounting Standards Codification (“ASC”) 740, Income Taxes. Consistent with the provisions of ASC 805-20-25-27, the Company also recognized a corresponding indemnification asset of $11.0 million, measured on the same basis as the related liability, which represents the uncertain tax liability recognized of $13.3 million less $0.3 million of income taxes receivable and $2.0 million of tax specific cash contributions from Wholesome.

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The indemnification asset was classified as a non-current asset in the Company’s condensed consolidated balance sheet as of March 31, 2026, and will be adjusted in future periods if the related liability is settled, released, or remeasured. Changes in the fair value of the indemnification asset, if any, will be recorded in earnings in the same financial statement line item as the change in the related liability. As of March 31, 2026, there have been no changes in the estimated amount of indemnified tax exposure or the related asset.

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Proper

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On June 5, 2025, the Company closed the Proper Mergers contemplated by the Proper Merger Agreement. The Company analyzed the acquisition under ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business and determined that the Proper Mergers should be accounted for as a business combination. Goodwill represents the premium the Company paid over the fair value of the net tangible and intangible assets acquired. The goodwill arising from the Proper Mergers primarily consists of the synergies and economies of scale expected from combining the operations of the Company and Proper, including growing the Company's customer base, acquiring assembled workforces, and expanding its presence in new and existing markets. These benefits were not recognized separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets.

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The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed:

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The acquired intangible assets include cannabis licenses and developed technology which are treated as definite-lived intangible assets amortized over a 15-year useful life.

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As of March 31, 2026, the Company recorded a contingent consideration liability of $7.2 million, which represents the estimated fair value of the potential earnout payments based on management’s current projections of Adjusted EBITDA performance relative to the Closing EBITDA thresholds. The contingent consideration is classified as a Level 3 liability within the fair value hierarchy and is remeasured at each reporting date, with changes in fair value recognized in earnings. During the three months ended March 31, 2026, the Company recognized a $3.3 million loss related to the change in the fair value of contingent consideration in earnings related to the remeasurement of this liability.

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As part of the Proper Mergers, the sellers contractually agreed to indemnify the Company for certain pre-closing liabilities, including those related to unpaid uncertain tax liabilities. On June 5, 2025, the Company recognized a liability of $14.9 million for uncertain tax positions related to the pre-acquisition periods in accordance with ASC 740, Income Taxes. Consistent with the provisions of ASC 805-20-25-27, the Company also recognized a corresponding indemnification asset of $6.2 million, measured on the same basis as the related liability, which represents the uncertain tax liability recognized of $14.9 million less $5.7 million of income taxes receivable and $3.0 million of tax specific cash contributions from Proper.

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The indemnification asset was classified as a non-current asset in the Company’s condensed consolidated balance sheet as of March 31, 2026, and will be adjusted in future periods if the related liability is settled, released, or remeasured. Changes in the fair value of the indemnification asset, if any, will be recorded in earnings in the same financial statement line item

as the change in the related liability. As of March 31, 2026, there were no changes in the estimated amount of indemnified tax exposure or the related asset.

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Deep Roots

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On June 6, 2025, the Company closed the Deep Roots Merger contemplated by the Merger Agreement with Deep Roots (the “Deep Roots Merger Agreement”). The Company analyzed the acquisition under ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business and determined that the Deep Roots Merger should be accounted for as a business combination. Goodwill represents the premium the Company paid over the fair value of the net tangible and intangible assets acquired. The goodwill arising from the Deep Roots Merger primarily consists of the synergies and economies of scale expected from combining the operations of the Company and Deep Roots, including growing the Company's customer base, acquiring assembled workforces, and expanding its presence in new and existing markets. These benefits were not recognized separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets.

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The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed:

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The acquired intangible assets include cannabis licenses which are treated as definite-lived intangible assets amortized over a 15-year useful life.

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As part of the Deep Roots Merger, the sellers contractually agreed to indemnify the Company for certain pre-closing liabilities, including those related to unpaid uncertain tax liabilities. On June 6, 2025, the Company recognized a liability of $24.9 million for uncertain tax positions related to the pre-acquisition periods in accordance with ASC 740, Income Taxes. Consistent with the provisions of ASC 805-20-25-27, the Company also recognized a corresponding

indemnification asset of $8.5 million, measured on the same basis as the related liability, which represents the uncertain tax liability recognized of $24.9 million less $14.4 million of income taxes receivable and $2.0 million of tax specific cash contributions from Deep Roots.

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As of March 31, 2026, the Company recorded a contingent consideration liability of $4.6 million, which represents the estimated fair value of the potential earnout payments based on management’s current projections of Adjusted EBITDA performance relative to the Closing EBITDA thresholds. The contingent consideration is classified as a Level 3 liability within the fair value hierarchy and is remeasured at each reporting date, with changes in fair value recognized in earnings. During the three months ended March 31, 2026, the Company recognized a $3.3 million loss related to the change in the fair value of contingent consideration in earnings related to the remeasurement of this liability.

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The indemnification asset was classified as a non-current asset in the Company’s condensed consolidated balance sheet as of March 31, 2026, and will be adjusted in future periods if the related liability is settled, released, or remeasured. Changes in the fair value of the indemnification asset, if any, will be recorded in earnings in the same financial statement line item as the change in the related liability. As of March 31, 2026, there were no changes in the estimated amount of the indemnified tax exposure or the related asset.

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Management Services Agreement with PharmaCann

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As previously disclosed, on December 16, 2025, the Company entered into an Asset Purchase Agreement (the “APA”) with PharmaCann Inc. (“PharmaCann”) and certain of its subsidiaries.

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In connection with the APA, the Company entered into a Management Services Agreement (the “MSA”), dated December 16, 2025, pursuant to which the Company agreed to provide certain management services to the seller parties related to the dispensaries to be acquired.

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The MSA became effective on March 22, 2026. For the three months ended March 31, 2026, the Company recognized management services income of $0.3 million, which is included in the consolidated statement of loss and comprehensive loss.

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In connection with the effectiveness of the MSA, on March 24, 2026, the Company delivered 90,740,741 subordinate voting shares from treasury into escrow with Odyssey Trust Company, as escrow agent. These shares are being held in escrow pending their potential release as consideration under the APA upon closing of the acquisition of the PharmaCann assets.

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Although the Company is providing management services under the MSA and is entitled to certain economic benefits, the Company has not consolidated the results of the PharmaCann assets, as the acquisition contemplated by the APA has not yet closed and the Company does not have control, as defined by GAAP, over the PharmaCann assets.

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Divestitures

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On March 31, 2026, the Company, and Ace Venture of NY LLC (“Ace”) entered into a Second Amended and Restated Limited Liability Company Operating Agreement (the “Operating Agreement”) of Vireo Health of New York LLC (“VHNY”), an indirect subsidiary of the Company.

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Under the Operating Agreement, Ace holds 51% of the membership interests in VHNY, and the Company holds 49% of the membership interests. Under the Operating Agreement, distributions of available cash from VHNY are to be made first to the Company until it has recovered specified amounts, including its initial contribution deemed to be $35 million, certain transaction expenses, any additional capital contributions, and $16 million of intercompany notes bearing an interest rate of 7%.

VHNY is managed by a two-person board of managers, with one manager designated by the Company and one manager designated by Ace, and certain major actions require unanimous board and/or member approval. In the event of a deadlock between the managers, the Company’s Chief Financial Officer shall cast the deciding vote. The Operating Agreement also

includes customary transfer restrictions, rights of first refusal and drag-along provisions, as well as dispute resolution and limitation of liability provisions.

Based on the terms of the Operating Agreement and related arrangements, management has concluded that the Company maintains control over VHNY as defined under GAAP and, accordingly, continues to consolidate the results of VHNY in its condensed consolidated financial statements.