14. Stock-Based Compensation

Impact of Share Consolidation

The equity compensation plans contain anti-dilution provisions whereby in the event of any change in the capitalization of the Company (including in the event of a share consolidation), the number and type of awards underlying outstanding stock-based compensation awards must be adjusted, as appropriate, in order to prevent dilution or enhancement of rights. The impact of these provisions resulted in a modification of all outstanding stock-based compensation awards upon the Share Consolidation. As the fair value of the awards immediately after the Share Consolidation did not change when compared to the fair value of such awards immediately prior to the Share Consolidation, no incremental compensation costs were recognized as a result of such modifications. In addition, there was no change to the vesting conditions or classification of each of the outstanding stock-based compensation awards.

Stock Options

In January 2019, the Company adopted the 2019 Equity Incentive Plan (the “EIP”) under which the Company may grant incentive stock options, restricted shares, restricted share units, or other awards. Under the terms of the EIP, a total of ten percent of the number of shares outstanding from time to time, assuming conversion of all super voting shares and MVSs to SVSs are permitted to be issued. The exercise price for incentive stock options issued under the EIP is set by the compensation committee of the Board but may not be less than 100% of the fair market value of the Company’s shares on the date of grant. Incentive stock options have a maximum term of 10 years from the date of grant. The incentive stock options vest at the discretion of the Board.

Options granted under the EIP as of June 30, 2026 and 2025 were valued using the Black-Scholes option pricing model with the following weighted average assumptions:

​

​

​

Stock option activity for the six months ended June 30, 2026, and for the year ended December 31, 2025, is presented below:

​

​

​

During the three and six-month periods ended June 30, 2026, the Company recognized $0.8 million and $1.5 million, respectively, in stock-based compensation related to stock options, respectively. During the three and six-month periods ended June 30, 2025, the Company recognized $0.2 million and $0.4 million, respectively, in stock-based compensation related to stock options, respectively. As of June 30, 2026, the total unrecognized compensation costs related to unvested stock options awards granted was $2.1 million. In addition, the weighted average period over which the unrecognized compensation expense is expected to be recognized is approximately 1.4 years. The total intrinsic value of stock options outstanding and exercisable as of June 30, 2026, was $1.8 million and $1.8 million, respectively.

The Company does not estimate forfeiture rates when calculating compensation expense. The Company records forfeitures as they occur.

Warrants

Warrants to purchase SVS entitle the holder to purchase one SVS of the Company.

A summary of the warrants outstanding is as follows:

​

​

​

Other

​

During the three and six months ended June 30, 2026, the Company entered into a consulting arrangement pursuant to which a consultant was granted equity interests in Vireo Health of Rocky Mountain, a consolidated subsidiary, in exchange

for strategic advisory and consulting services to be provided over the contractual service period. The arrangement was accounted for as share-based compensation under ASC 718, Compensation—Stock Compensation.

​

The agreement also includes certain repurchase and exchange features that may be settled in securities of the Company. Based on the terms of these provisions, the Company determined that liability classification was appropriate for certain settlement features and recorded a derivative liability, which is remeasured to fair value each reporting period with changes in fair value recognized in earnings.

​

For the three and six months ended June 30, 2026, the Company recognized share-based compensation expense of $1.8 million and $5.2 million, respectively, related to this arrangement.

​

RSUs

​

The expense associated with RSUs is generally based on the closing price of the Company’s subordinate voting shares on the business day immediately preceding the grant date, adjusted for the absence of future dividends, and is amortized on a straight-line basis over the period during which the awards are expected to vest.

​

During the year ended December 31, 2025, the Company granted 727,500 RSUs to senior management that vest upon the achievement of specified stock price thresholds of $25.50 and $31.50 per share, for which the value was estimated at the grant date using a Monte Carlo simulation model using a volatility of approximately 100%. The expense is recognized over the derived service period of approximately three years.

​

The Company also granted 950,000 RSUs to senior management that vest upon the achievement of specified Adjusted EBITDA performance thresholds of $150 million, $165 million, and $205 million during the year ended December 31, 2025. Compensation expense for these awards is recognized when achievement of the performance conditions is considered probable and is recognized over the implied service period of approximately 2-3 years.

​

During the three and six-months ended June 30, 2026, the Company recognized $4.9 million and $7.7 million, respectively, in stock-based compensation expense related to RSUs. During the three and six months periods ended June 30, 2025, the Company recognized $4.0 million and $5.3 million, respectively, in stock-based compensation expense related to RSUs.

​

A summary of RSUs is as follows:

​

​