Description of Business and Summary	6 Months Ended
Jun. 30, 2026
Description of Business and Summary
Description of Business and Summary	1. Description of Business and Summary Vireo Growth Inc. (“Vireo Growth” or the “Company”) was incorporated under the Alberta Business Corporations Act on November 23, 2004, and continued under the British Columbia Corporations Act on December 9, 2013. The Company's subordinate voting shares are listed on the Canadian Securities Exchange (the “CSE”) and quoted on the OTCQX under the ticker symbols “VREO” and “VREOF”, respectively. Vireo Growth was founded in 2014 as a medical cannabis company and has since developed a disciplined, strategically aligned platform within the cannabis industry. The Company’s mission is to provide safe access, quality products, and value to its customers. Vireo Growth operates cultivation, production, and dispensary facilities in California, Colorado, Florida, Maryland, Minnesota, Missouri, Nevada, New Mexico, New York, and Utah. The Company allocates capital and talent to areas expected to generate long-term value. On April 8, 2026, the Company completed the acquisition of The Hawthorne Gardening Company LLC and certain of its subsidiaries ("Hawthorne") from The Scotts Miracle-Gro Company. On June 5, 2026, the Company completed the acquisition of all of the issued and outstanding partnership interests of Agribusiness Holdings Limited Partnership, including its subsidiary Bridgewell Agribusiness LLC and certain other subsidiaries ("Bridgewell"). Together, these acquisitions represent the Company's strategic expansion into operations outside of the cannabis industry, and create a new non-cannabis reportable segment. Hawthorne is a leading provider of nutrients, lighting, and other materials used for indoor and hydroponic gardening in North America. Bridgewell is a global supplier of organic, non-GMO, and conventional food and agricultural products, including natural ingredients such as grains, flours, edible oils, beans, nuts, and specialty ingredients, serving food manufacturers and retailers. See Note 3 for additional information regarding the acquisitions and Note 18 for segment information. On June 1, 2026, Vireo Growth announced that its Board of Directors (the “Board”) approved a share consolidation of its Subordinate Voting Shares, Multiple Voting Shares, and Super Voting Shares at a ratio of 30-for-1 (the "Share Consolidation"), pursuant to authority granted by the shareholders at the Company's annual general and special meeting held on May 29, 2026. The Share Consolidation became effective at market open on the record date of June 5, 2026, at which time every thirty (30) issued and outstanding shares of each applicable class were consolidated into one (1) share of the same class, with no fractional shares issued. Accordingly, all share and per share amounts have been retroactively adjusted to reflect the impact of the Share Consolidation for all periods presented herein. Refer to Note 13 – Stockholders' Equity for additional information about the Share Consolidation. While marijuana and CBD-infused products are legal under the laws of several U.S. states (with vastly differing restrictions), the United States Federal Controlled Substances Act (the “CSA”) classifies all “marijuana” as a Schedule I drug. Under U.S. federal law, a Schedule I drug or substance has a high potential for abuse, has no accepted medical use in the United States, and lacks accepted safety for use under medical supervision. Recent federal action regarding rescheduling, however, expressly acknowledges the distinction between medical cannabis and adult-use cannabis by indicating that medical cannabis as an accepted use for treating certain conditions. On May 16, 2024, the Drug Enforcement Administration (“DEA”) issued a Notice of Proposed Rulemaking (“NPRM”) to reschedule marijuana from Schedule I to Schedule III under the CSA. On December 18, 2025, President Trump issued an executive order directing the United States Department of Justice to move forward with rescheduling marijuana to Schedule III as quickly as possible, consistent with federal law. On April 28, 2026, the DEA issued a final rule that rescheduled to Schedule III (i) U.S. Food and Drug Administration (“FDA”)-approved drug products containing marijuana and (ii) marijuana in any form covered by a state medical marijuana license. To enable state-licensed medical marijuana entities to operate compliantly under Schedule III, the DEA also created a new pathway for state-licensed medical marijuana operators to apply for registration to operate as manufacturers, distributors, and/or dispensers. The final rule indicates that the DEA will process registration applications from “early applicants” (i.e., applicants that submit in the first 60 days) within six months, and all such “early applicants” may continue operating during the pendency of review. Notably, as a consequence of the partial rescheduling, state medical marijuana licensees will no longer be subject to the deduction disallowance under Section 280E of the U.S. Internal Revenue Code. This will allow state-licensed medical marijuana entities to deduct ordinary and necessary business expenses in the same manner currently allowed for other industries. See Note 22 – Income Taxes for further discussion. Importantly, adult-use marijuana remains a Schedule I substance, regardless of state licensure. Future rescheduling of adult-use marijuana to Schedule III remains subject to rulemaking process.

Description of Business and Summary

6 Months Ended

Jun. 30, 2026

1. Description of Business and Summary

Vireo Growth Inc. (“Vireo Growth” or the “Company”) was incorporated under the Alberta Business Corporations Act on November 23, 2004, and continued under the British Columbia Corporations Act on December 9, 2013. The Company's subordinate voting shares are listed on the Canadian Securities Exchange (the “CSE”) and quoted on the OTCQX under the ticker symbols “VREO” and “VREOF”, respectively.

Vireo Growth was founded in 2014 as a medical cannabis company and has since developed a disciplined, strategically aligned platform within the cannabis industry. The Company’s mission is to provide safe access, quality products, and value to its customers. Vireo Growth operates cultivation, production, and dispensary facilities in California, Colorado, Florida, Maryland, Minnesota, Missouri, Nevada, New Mexico, New York, and Utah. The Company allocates capital and talent to areas expected to generate long-term value.

On April 8, 2026, the Company completed the acquisition of The Hawthorne Gardening Company LLC and certain of its subsidiaries ("Hawthorne") from The Scotts Miracle-Gro Company. On June 5, 2026, the Company completed the acquisition of all of the issued and outstanding partnership interests of Agribusiness Holdings Limited Partnership, including its subsidiary Bridgewell Agribusiness LLC and certain other subsidiaries ("Bridgewell"). Together, these acquisitions represent the Company's strategic expansion into operations outside of the cannabis industry, and create a new non-cannabis reportable segment.

Hawthorne is a leading provider of nutrients, lighting, and other materials used for indoor and hydroponic gardening in North America. Bridgewell is a global supplier of organic, non-GMO, and conventional food and agricultural products, including natural ingredients such as grains, flours, edible oils, beans, nuts, and specialty ingredients, serving food manufacturers and retailers. See Note 3 for additional information regarding the acquisitions and Note 18 for segment information.

On June 1, 2026, Vireo Growth announced that its Board of Directors (the “Board”) approved a share consolidation of its Subordinate Voting Shares, Multiple Voting Shares, and Super Voting Shares at a ratio of 30-for-1 (the "Share Consolidation"), pursuant to authority granted by the shareholders at the Company's annual general and special meeting held on May 29, 2026. The Share Consolidation became effective at market open on the record date of June 5, 2026, at which time every thirty (30) issued and outstanding shares of each applicable class were consolidated into one (1) share of the same class, with no fractional shares issued. Accordingly, all share and per share amounts have been retroactively adjusted to reflect the impact of the Share Consolidation for all periods presented herein. Refer to Note 13 – Stockholders' Equity for additional information about the Share Consolidation.

While marijuana and CBD-infused products are legal under the laws of several U.S. states (with vastly differing restrictions), the United States Federal Controlled Substances Act (the “CSA”) classifies all “marijuana” as a Schedule I drug. Under U.S. federal law, a Schedule I drug or substance has a high potential for abuse, has no accepted medical use in the United States, and lacks accepted safety for use under medical supervision. Recent federal action regarding rescheduling, however, expressly acknowledges the distinction between medical cannabis and adult-use cannabis by indicating that medical cannabis as an accepted use for treating certain conditions.

On May 16, 2024, the Drug Enforcement Administration (“DEA”) issued a Notice of Proposed Rulemaking (“NPRM”) to reschedule marijuana from Schedule I to Schedule III under the CSA. On December 18, 2025, President Trump issued an executive order directing the United States Department of Justice to move forward with rescheduling marijuana to Schedule III as quickly as possible, consistent with federal law.

On April 28, 2026, the DEA issued a final rule that rescheduled to Schedule III (i) U.S. Food and Drug Administration (“FDA”)-approved drug products containing marijuana and (ii) marijuana in any form covered by a state medical

marijuana license. To enable state-licensed medical marijuana entities to operate compliantly under Schedule III, the DEA also created a new pathway for state-licensed medical marijuana operators to apply for registration to operate as manufacturers, distributors, and/or dispensers. The final rule indicates that the DEA will process registration applications from “early applicants” (i.e., applicants that submit in the first 60 days) within six months, and all such “early applicants” may continue operating during the pendency of review.

Notably, as a consequence of the partial rescheduling, state medical marijuana licensees will no longer be subject to the deduction disallowance under Section 280E of the U.S. Internal Revenue Code. This will allow state-licensed medical marijuana entities to deduct ordinary and necessary business expenses in the same manner currently allowed for other industries. See Note 22 – Income Taxes for further discussion.

Importantly, adult-use marijuana remains a Schedule I substance, regardless of state licensure. Future rescheduling of adult-use marijuana to Schedule III remains subject to rulemaking process.