Subsequent Events	6 Months Ended
Jun. 30, 2026
Subsequent Events
Subsequent Events	23. Subsequent Events On July 16, 2026, Vireo Health of PA, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (“Vireo Health PA”), completed its acquisition of all of the issued and outstanding limited liability company membership interests of FarmX, LLC d/b/a PhytoNatural ("PhytoNatural"), via Vive Penn, LLC (“Vive”), a joint venture between Vireo Health PA and Hive Holdints, Inc., pursuant to a Securities Purchase Agreement (the “PhytoNatural Acquisition”). The PhytoNatural Acquisition includes a non-operational Pennsylvania medical cannabis retail permit that, subject to applicable regulatory approvals, authorizes the operation of up to six dispensaries in the Commonwealth. Total consideration for the transaction was $20.0 million, consisting of $8.0 million paid in cash by Vive at closing and approximately $12.0 million payable by the Company through the issuance of approximately 645,161 subordinate voting shares at a deemed issue price of $18.60 per share, issuable two years following the closing date. On July 20, 2026, the Company, through its subsidiary Vireo Health of Arcadia, LLC ("Vireo Health Arcadia"), entered into a definitive purchase agreement with The Cannabist Company Holdings Inc. ("Cannabist"), pursuant to which Vireo Health Arcadia will acquire certain cannabis cultivation, manufacturing, and retail operations from subsidiaries of Cannabist across five markets: Colorado, Illinois, Massachusetts, New Jersey, and West Virginia (the “Cannabist Acquisition”). Total consideration for the Cannabist Acquisition, subject to certain regulatory approvals, will be up to $35.0 million, comprised of up to $18.75 million in cash payable at closing and up to $16.25 million in seller notes. Total consideration is subject to customary adjustments based on target levels of cash, indebtedness, tax liabilities, working capital, and certain other items. On July 27, 2026, the Company entered into a definitive merger agreement with Planet 13 Holdings Inc. ("Planet 13"), pursuant to which the Company will acquire all issued and outstanding equity interests of Planet 13, with each share of Planet 13 common stock (subject to certain exclusions) converting into 0.015383618 of a Vireo subordinate voting share; the transaction remains subject to customary closing conditions, including Planet 13 stockholder approval, effectiveness of the Form S-4 registration statement, to be filed by the Company, CSE listing approval, and applicable cannabis regulatory approvals. On July 31, 2026, the Company entered into four separate definitive Securities Purchase Agreements with FarmaceuticalRx LLC, FarmaceuticalRx 2 LLC, CAOH LLC, and Canoe Hill Ohio, LLC (collectively, the "Ohio Entities") to acquire all issued and outstanding membership interests of the Ohio Entities and certain of their subsidiaries, comprising eight dispensaries, a cultivation and processing facility, and related real estate in Ohio (collectively, the "Ohio Transactions"), subject to regulatory approvals and customary closing conditions. Consideration for the Ohio Transactions consists of approximately 11 million Vireo subordinate voting shares, issued in three tranches (50% at closing, 25% approximately 90 days following closing, and 25% approximately 180 days following closing), with the deferred tranches subject to a performance-based forfeiture mechanism permitting Vireo to claw back up to 25% of the shares issued if specified thresholds are not met. On August 7, 2026, the Company completed its previously announced acquisition of certain Colorado retail assets of PharmaCann Inc. for consideration of approximately 3.0 million subordinate voting shares. On August 7, 2026, certain of the Company's indirect non-cannabis subsidiaries entered into a five-year senior secured asset-based revolving credit facility, led by Bank of Montreal as administrative agent, providing a $65.0 million initial commitment, expandable to $105.0 million through additional commitments and an accordion feature, subject to customary conditions. Borrowings bear interest, at the borrowers' election, at Term SOFR plus 1.75% to 2.00% or the base rate plus 0.75% to 1.00%, based on average availability, and undrawn commitments carry a 0.25% annual unused commitment fee.

Subsequent Events

6 Months Ended

Jun. 30, 2026

23. Subsequent Events

On July 16, 2026, Vireo Health of PA, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (“Vireo Health PA”), completed its acquisition of all of the issued and outstanding limited liability company membership interests of FarmX, LLC d/b/a PhytoNatural ("PhytoNatural"), via Vive Penn, LLC (“Vive”), a joint venture between Vireo Health PA and Hive Holdints, Inc., pursuant to a Securities Purchase Agreement (the “PhytoNatural Acquisition”). The PhytoNatural Acquisition includes a non-operational Pennsylvania medical cannabis retail permit that, subject to applicable regulatory approvals, authorizes the operation of up to six dispensaries in the Commonwealth. Total consideration for the transaction was $20.0 million, consisting of $8.0 million paid in cash by Vive at closing and approximately $12.0 million payable by the Company through the issuance of approximately 645,161 subordinate voting shares at a deemed issue price of $18.60 per share, issuable two years following the closing date.

On July 20, 2026, the Company, through its subsidiary Vireo Health of Arcadia, LLC ("Vireo Health Arcadia"), entered into a definitive purchase agreement with The Cannabist Company Holdings Inc. ("Cannabist"), pursuant to which Vireo Health Arcadia will acquire certain cannabis cultivation, manufacturing, and retail operations from subsidiaries of Cannabist across five markets: Colorado, Illinois, Massachusetts, New Jersey, and West Virginia (the “Cannabist

Acquisition”). Total consideration for the Cannabist Acquisition, subject to certain regulatory approvals, will be up to $35.0 million, comprised of up to $18.75 million in cash payable at closing and up to $16.25 million in seller notes. Total consideration is subject to customary adjustments based on target levels of cash, indebtedness, tax liabilities, working capital, and certain other items.

On July 27, 2026, the Company entered into a definitive merger agreement with Planet 13 Holdings Inc. ("Planet 13"), pursuant to which the Company will acquire all issued and outstanding equity interests of Planet 13, with each share of Planet 13 common stock (subject to certain exclusions) converting into 0.015383618 of a Vireo subordinate voting share; the transaction remains subject to customary closing conditions, including Planet 13 stockholder approval, effectiveness of the Form S-4 registration statement, to be filed by the Company, CSE listing approval, and applicable cannabis regulatory approvals.

On July 31, 2026, the Company entered into four separate definitive Securities Purchase Agreements with FarmaceuticalRx LLC, FarmaceuticalRx 2 LLC, CAOH LLC, and Canoe Hill Ohio, LLC (collectively, the "Ohio Entities") to acquire all issued and outstanding membership interests of the Ohio Entities and certain of their subsidiaries, comprising eight dispensaries, a cultivation and processing facility, and related real estate in Ohio (collectively, the "Ohio Transactions"), subject to regulatory approvals and customary closing conditions. Consideration for the Ohio Transactions consists of approximately 11 million Vireo subordinate voting shares, issued in three tranches (50% at closing, 25% approximately 90 days following closing, and 25% approximately 180 days following closing), with the deferred tranches subject to a performance-based forfeiture mechanism permitting Vireo to claw back up to 25% of the shares issued if specified thresholds are not met.

On August 7, 2026, the Company completed its previously announced acquisition of certain Colorado retail assets of PharmaCann Inc. for consideration of approximately 3.0 million subordinate voting shares.

On August 7, 2026, certain of the Company's indirect non-cannabis subsidiaries entered into a five-year senior secured asset-based revolving credit facility, led by Bank of Montreal as administrative agent, providing a $65.0 million initial commitment, expandable to $105.0 million through additional commitments and an accordion feature, subject to customary conditions. Borrowings bear interest, at the borrowers' election, at Term SOFR plus 1.75% to 2.00% or the base rate plus 0.75% to 1.00%, based on average availability, and undrawn commitments carry a 0.25% annual unused commitment fee.