3. Business Combinations and Dispositions

Acquisitions

Eaze

On December 22, 2025, the Company entered into an agreement and plan of merger (the "Eaze Initial Merger Agreement") to acquire Eaze Inc. ("Eaze"), a vertically-integrated cannabis retailer and delivery technology platform with operations in California, Florida, and Colorado, pursuant to which a wholly-owned subsidiary of the Company would merge with and into Eaze, with Eaze surviving as a wholly-owned subsidiary of the Company (the "Eaze Merger"). On April 1, 2026, the Eaze Initial Merger Agreement was subsequently amended by an Amendment to the Eaze Initial Merger Agreement (the “Eaze Amendment” and together with the Eaze Initial Merger Agreement, the “Eaze Merger

Agreement”), which amended the earnout payment calculation mechanics under the Eaze Initial Merger Agreement and effected certain conforming changes.

On April 1, 2026, the Eaze Merger was completed. The Company completed the Eaze Merger primarily to expand its retail and delivery platform capabilities and accelerate its entry into the California and Florida cannabis markets, two of the largest regulated cannabis markets in the United States, while deepening its existing presence in Colorado. Pursuant to the Eaze Merger Agreement, the Company issued 3,012,653 subordinate voting shares (the "Eaze Shares"). Of the Eaze Shares issued, 2,711,388 were delivered to Odyssey Trust Company in its capacity as payment agent for distribution to former Eaze stockholders, and 301,265 (representing 10% of the Eaze Shares issued as part of the Estimated Closing Merger Consideration (as defined in the Eaze Merger Agreement)) were delivered to Odyssey Trust Company as escrow agent. The Eaze Shares issued in respect of the Estimated Closing Merger Consideration remain subject to a post-closing purchase price adjustment. Pursuant to the Eaze Merger Agreement, former stockholders of Eaze may receive additional subordinate voting shares of the Company pursuant to earnout payments following December 31, 2026, adjusted for certain items as described in the Earn-Out Amount (as defined in the Eaze Merger Agreement) in the Eaze Merger Agreement, including certain fees payable in connection with the above purchase price adjustment if not otherwise paid by the stockholder representative, certain equipment lease expenses, and tax items, and paid out using a share price for the subordinate voting shares of the Company of the higher of $31.50 or the 20-day volume weighted average price of the subordinate voting shares of the Company as of the trading day immediately prior to December 31, 2026. In no event shall the number of subordinate voting shares of the Company issued in respect of earnout payments under the Eaze Merger Agreement exceed the number of subordinate voting shares of the Company issued as closing merger consideration under the Eaze 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 Eaze 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 Eaze Merger, which relates to the cannabis segment, primarily consists of the synergies and economies of scale expected from combining the operations of the Company and Eaze, including expanding the Company's retail and delivery footprint into California and Florida, acquiring an assembled workforce, and enhancing the Company's intellectual property portfolio. These benefits were not recognized separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets. Of the total goodwill recognized, $0 is expected to be deductible for income tax purposes.

The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed. The fair values were determined based upon a preliminary valuation and the estimates and assumptions used in such valuation are pending completion and subject to change. Certain estimated values for the Eaze Merger, including the valuation of intangibles and income taxes (including deferred taxes and associated valuation allowances), are not yet finalized, and the preliminary purchase price allocations are subject to change as the Company completes its analysis of the fair value at the date of acquisition. The Company will continue to obtain information necessary to finalize the fair values, which may differ materially from these preliminary estimates. The final valuation will be completed within the one-year measurement period, and any measurement period adjustments will be applied in the reporting period in which the adjustments are determined.

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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. The fair value of the cannabis licenses and developed technology was determined using Level 3 inputs, as the valuation relied on unobservable inputs reflecting management's assumptions about the assumptions that market participants would use in pricing the assets.

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The consideration for the Eaze Merger includes a potential earn-out payment based upon the achievement of certain milestones and relative thresholds during the earn out measurement period which ends on December 31, 2026, the fair value of which on the acquisition date is $9.5 million. The fair value of the contingent consideration arrangement was classified within Level 3 and was determined using a probability-based scenario analysis approach. As of June 30, 2026, the fair value of the contingent consideration was $8.3 million with amounts recorded in current liabilities in the Unaudited Condensed Consolidated Balance Sheets. During the three and six months ended June 30, 2026, the Company recognized a gain (loss) of $1.2 million 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 Eaze Merger, the Eaze stockholders contractually agreed to indemnify the Company for certain pre-closing liabilities, including those related to unpaid uncertain tax liabilities. On April 1, 2026, the Company recognized a liability of $23.0 million for uncertain taxes payable 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 $23.0 million, measured on the same basis as the related 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 June 30, 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 June 30, 2026, there have been no changes in the estimated amount of indemnified tax exposure or the related asset.

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Since the acquisition date, Eaze contributed revenue of $34.8 million and net loss of $1.8 million to the Company's consolidated statement of operations for the three and six months ended June 30, 2026.

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Supplemental pro forma information (unaudited) for Eaze

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The following unaudited pro forma information gives effect to the Eaze Merger as if it had occurred on January 1, 2025, and includes adjustments for amortization on acquired intangible assets, transaction expenses, and related tax effects. This information is presented for informational purposes only and is not necessarily indicative of actual or future results of operations.

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Proforma revenues attributable to subordinate voting shareholders for the three and six month periods ended June 30, 2026, were $209.3 million and $350.8 million, respectively. Proforma net loss attributable to subordinate voting shareholders for the three and six month period ended June 30, 2026 was $0.1 million and $20.9 million, respectively.

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Proforma revenues attributable to subordinate voting shareholders for the three and six month periods ended June 30, 2025, were $82.3 million and $141.5 million, respectively. Proforma net loss attributable to subordinate voting shareholders for the three and six month period ended June 30, 2025 was $26.5 million and $38.6 million, respectively.

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Hawthorne

On April 8, 2026, the Company completed the acquisition of all of the issued and outstanding equity interests of The Hawthorne Gardening Company LLC and its direct subsidiaries, HGCI LLC and Hawthorne Hydroponics LLC (collectively, "Hawthorne"), from a subsidiary of The Scotts Miracle-Gro Company ("SMG") pursuant to a Securities Purchase Agreement (the "Hawthorne SPA"), which was entered into on April 8, 2026 (the “Hawthorne Acquisition”). Hawthorne is a leading provider of nutrients, lighting, and other materials used for indoor and hydroponic gardening in North America.

Pursuant to the Hawthorne SPA, the Company issued 7,100,000 subordinate voting shares (the "Hawthorne Shares") to Good Dog Holdings LLC, as SMG’s designee. Of the Hawthorne Shares issued, 166,667 were placed in escrow, subject to customary post-closing purchase price adjustments. In addition, the Company issued warrants to purchase 2,666,667 subordinate voting shares (the "Hawthorne Warrants") at an exercise price of $25.50 per share with a five-year term. The Hawthorne Warrants were measured at fair value as of the acquisition date using the Black-Scholes option-pricing model, with the following key assumptions: stock price of $11.79, exercise price of US$25.50, expected term of 5 years, risk-free interest rate of 3.95%, expected volatility of 100%, and an expected dividend yield of 0%. The resulting fair value was included as a component of total consideration transferred.

The Company determined that the Hawthorne Acquisition should be accounted for as a business combination. The fair value of the identifiable net assets acquired exceeded the fair value of the consideration transferred, resulting in a bargain purchase. In accordance with ASC 805, before recognizing a gain on bargain purchase, the Company reassessed whether all assets acquired and liabilities assumed had been identified and whether the recognition and measurement of those identifiable assets acquired, liabilities assumed, and the consideration transferred, including the valuation of the Company's equity issued as consideration, were appropriately measured as of the acquisition date. After completing this reassessment, the Company concluded that the measurements were appropriate and recognized the resulting excess of $21.7 million as a gain on bargain purchase within other income on the condensed consolidated statement of net loss and comprehensive loss for the three and six months ended June 30, 2026. No goodwill was recorded in connection with the Hawthorne Acquisition. The bargain purchase gain arose primarily because the Hawthorne Shares were valued for accounting purposes based on the Company's closing share price of $11.79 immediately prior to the acquisition date, which was lower than the $18.00 deemed price per share negotiated by the parties under the Hawthorne SPA for purposes of determining the number of subordinate voting shares issued.

The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed. The fair values were determined based upon a preliminary valuation and the estimates and assumptions used in such valuation are pending completion and subject to change. Certain estimated values for the Hawthorne Acquisition, including the valuation of intangibles and income taxes (including deferred taxes and associated valuation allowances), are not yet finalized, and the preliminary purchase price allocations

are subject to change as the Company completes its analysis of the fair value at the date of acquisition. The Company will continue to obtain information necessary to finalize the fair values, which may differ materially from these preliminary estimates. The final valuation will be completed within the one-year measurement period, and any measurement period adjustments will be applied in the reporting period in which the adjustments are determined.

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The Company identified one identifiable intangible asset acquired in connection with the Hawthorne acquisition: customer relationships, valued at approximately $6.9 million. The customer relationship intangible asset was valued using an income approach, reflecting the estimated future cash flows expected to be derived from the acquired customer relationships, and is being amortized on a straight-line basis over an estimated useful life of eight years, consistent with the pattern in which the economic benefits of the customer relationships are expected to be realized.

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In connection with the Hawthorne Acquisition, the Company entered into a letter agreement with SMG pursuant to which SMG would provide the Company with credit for $22.5 million of services and products under a contract manufacturing agreement to be provided over two years, subject to a utilization cap of $5.5 million per six-month period plus limited rollover. Any unused credit at the end of the term is forfeited. Consideration for this arrangement was provided via the shares and warrants issued in connection with the Hawthorne Acquisition.

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Since the acquisition date, Hawthorne contributed revenue of $24.8 million and net loss of $0.2 million to the Company's consolidated statement of operations for the three and six months ended June 30, 2026.

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Supplemental pro forma information (unaudited) for Hawthorne

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The following unaudited pro forma information gives effect to the Hawthorne Acquisition as if it had occurred on January 1, 2025, and includes adjustments for amortization on acquired intangible assets, transaction expenses, and related tax effects. This information is presented for informational purposes only and is not necessarily indicative of actual or future results of operations.

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Proforma revenues attributable to subordinate voting shareholders for the three and six month periods ended June 30, 2026, were $211.1 million and $343.9 million, respectively. Proforma net income (loss) attributable to subordinate voting shareholders for the three and six month period ended June 30, 2026 was $0.4 million and ($11.2) million, respectively.

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Proforma revenues attributable to subordinate voting shareholders for the three and six month periods ended June 30, 2025, were $78.4 million and $133.8 million, respectively. Proforma net loss attributable to subordinate voting shareholders for the three and six month period ended June 30, 2025 was $15.2 million and $30.6 million, respectively.

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Bridgewell

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 (collectively, “Bridgewell”) from certain sellers named therein (the "Bridgewell Sellers"), pursuant to a Securities Purchase Agreement (the "Bridgewell SPA"), which was entered into on June 5, 2026
(the “Bridgewell Acquisition”). Bridgewell is a supplier of organic and non-GMO agricultural commodities and food ingredients to manufacturers.

The aggregate consideration for the Bridgewell Acquisition was based on a base purchase price of $40.0 million, subject to adjustments for assumed indebtedness remaining outstanding following closing and the assumption of certain transaction expenses. After giving effect to such adjustments, the closing purchase price was approximately $14.3 million. At closing, the Company issued to the Bridgewell Sellers unsecured, subordinated convertible promissory notes (collectively, the "Bridgewell Convertible Notes") with an aggregate principal amount equal to the closing purchase price, in proportion to each Bridgewell Seller's pro rata interest. The Bridgewell Convertible Notes will convert on or after the second anniversary of closing into an aggregate estimated 734,551 subordinate voting shares of the Company at a deemed conversion price of $18.60 per share, subject to final adjustment in accordance with the terms of the Bridgewell SPA. In addition, a subordinated promissory note was issued by Agribusiness Holdings Limited Partnership in favor of one of the Bridgewell Sellers, which constitutes additional assumed indebtedness.

The Company determined that the Bridgewell Acquisition should be accounted for as a business combination. Goodwill represents the premium the Company paid over the fair value of the net tangible and identifiable intangible assets acquired. The goodwill arising from the Bridgewell Acquisition primarily consists of the synergies and economies of scale expected from combining the operations of the Company and Bridgewell, including expanding the Company's ancillary supply chain and procurement platform, deepening existing supplier relationships, and acquiring an assembled workforce. These benefits were not recognized separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets. Of the total goodwill recognized, $21.5 million is expected to be deductible for income tax purposes.

The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed. The fair values were determined based upon a preliminary valuation and the estimates and assumptions used in such valuation are pending completion and subject to change. Certain estimated values for the Bridgewell Acquisition, including the valuation of intangibles and income taxes (including deferred taxes and associated valuation allowances), are not yet finalized, and the preliminary purchase price allocations are subject to change as the Company completes its analysis of the fair value at the date of acquisition. The Company will continue to obtain information necessary to finalize the fair values, which may differ materially from these preliminary estimates. The final valuation will be completed within the one-year measurement period, and any measurement period adjustments will be applied in the reporting period in which the adjustments are determined.

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Customer relationships represent Bridgewell's established relationships with manufacturer customers for organic and non-GMO agricultural commodities and food ingredients. The customer relationships were valued at approximately $7.7 million using the multi-period excess earnings method, a Level 3 valuation technique, and are being amortized on a straight-line basis over an estimated useful life of 8 years, representing the period over which the Company expects to receive economic benefit from the acquired customer relationships.

The trademark represents the Bridgewell trade name and associated brand recognition in the organic and non-GMO agricultural commodities and food ingredients market. The trademark was valued at approximately $4.5 million using the relief-from-royalty method, a Level 3 valuation technique, and is being amortized on a straight-line basis over an estimated useful life of 11 years.

Since the acquisition date, Bridgewell contributed revenue of $8.7 million and net loss of $0.1 million to the Company's consolidated statement of operations for the three and six months ended June 30, 2026.

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Supplemental pro forma information (unaudited) for Bridgewell

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The following unaudited pro forma information gives effect to the Bridgewell Acquisition as if it had occurred on January 1, 2025, and includes adjustments for amortization on acquired intangible assets, interest expense, transaction expenses and related tax effects. This information is presented for informational purposes only and is not necessarily indicative of actual or future results of operations.

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Proforma revenues attributable to subordinate voting shareholders for the three and six month periods ended June 30, 2026, were $236.4 million and $382.2 million, respectively. Proforma net loss attributable to subordinate voting shareholders for the three and six month period ended June 30, 2026 was $4.7 million and $25.7 million, respectively.

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Proforma revenues attributable to subordinate voting shareholders for the three and six month periods ended June 30, 2025, were $98.1 million and $173.9 million, respectively. Proforma net loss attributable to subordinate voting shareholders for the three and six month period ended June 30, 2025 was $15.0 million and $24.3 million, respectively.

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Vireo Health of Rocky Mountain

Vireo Health of Colorado, LLC, a Colorado limited liability company and wholly-owned subsidiary of the Company ("VHC"), and CO Acquisition Vehicle, LLC, a Delaware limited liability company ("CO Acquisition"), acquired all of the issued and outstanding 13% Senior Secured Convertible Notes due December 7, 2026 (the "Senior Secured Notes") of Medicine Man Technologies, Inc. d/b/a Schwazze ("Schwazze"). These Senior Secured Notes acquired by VHC were carried as notes receivable on the Company's consolidated balance sheet as of December 31, 2025. In connection with this position, VHC entered into a restructuring support agreement (the "RSA") with Schwazze and certain related entities on October 10, 2025, setting forth a plan to restructure Schwazze's operations and capital structure through (i) the sale of certain assets representing a majority of the total assets of Schwazze and its subsidiaries (the "Asset Sale") to a newly-formed entity, Vireo Health of Rocky Mountain, LLC, a Delaware limited liability company ("Vireo Health of Rocky Mountain"), and (ii) the liquidation of Schwazze's remaining assets and wind-down of its remaining operations following the Asset Sale. The Company did not obtain control of, and did not acquire, Schwazze’s remaining assets that were separately liquidated and wound down and the Company's acquisition is limited to the assets transferred to Vireo Health of Rocky Mountain in the Asset Sale as further described below.

The RSA provided for the Asset Sale to be effected by way of a public disposition of collateral under §§ 9-610 and 9-611 of the Uniform Commercial Code. 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, submitted a winning credit bid of approximately $111.0 million principal amount of the Senior Secured Notes on behalf of VHC and other noteholders (the "Credit Bid"). Following the public 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 "Schwazze Asset Purchase Agreement").

Separately from its position as a holder of the Senior Secured Notes, CO Acquisition also acted as a borrower under a new, unrelated term loan facility. On September 30, 2025, CO Acquisition entered into a Loan and Security Agreement (as amended, the "CO Acquisition LSA") with Chicago Atlantic Admin, LLC, as administrative agent, and the lenders party thereto (the "CO Acquisition Lenders"), providing for total commitments of $26.0 million, of which $25.0 million was advanced on closing date of the CO Acquisition LSA ($10.0 million disbursed to CO Acquisition and $15.0 million held in reserve). On February 26, 2026, CO Acquisition and the CO Acquisition Lenders entered into a First Amendment to the CO Acquisition LSA, pursuant to which the remaining $15.0 million held in reserve was released. On February 27, 2026, the Company acquired CO Acquisition as part of the Asset Sale, and the CO Acquisition LSA was recognized as an assumed liability in purchase accounting at its face value, which the Company determined approximated fair value given the CO Acquisition LSA's recent origination at market terms.

On March 19, 2026 (the "Schwazze Closing Date"), pursuant to the Schwazze Asset Purchase Agreement, Schwazze transferred 45 dispensaries in Colorado and New Mexico and two manufacturing facilities (one in each of Colorado and New Mexico) to Vireo Health of Rocky Mountain and certain of its designated subsidiaries, in exchange for (i) discharge of the Senior Secured Notes via the Credit Bid and (ii) the assumption of certain specified liabilities of Schwazze. In connection with the closing of the Asset Sale, the collateral agent distributed equity interests in Vireo Health of Rocky Mountain to an indirect wholly-owned subsidiary of the Company. As a result of the closing of the Asset Sale, the Company obtained a majority ownership interest in, and control of, Vireo Health of Rocky Mountain as of the Schwazze Closing Date. Vireo Health of Rocky Mountain did not hold or control the transferred assets, prior to the Schwazze Closing Date.

The Company determined the Asset Sale should be accounted for as a business combination, with an acquisition date of March 19, 2026. Goodwill represents the premium the Company paid over the fair value of the net tangible and identifiable intangible assets acquired. The goodwill arising from the Asset Sale, which relates to the Company's Cannabis segment, 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. Of the total goodwill recognized, $38.2 million is expected to be deductible for income tax purposes.

The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed. The fair values were determined based upon a preliminary valuation, and the estimates and assumptions used in such valuation are pending completion and subject to change. Certain estimated values for the Asset Sale, including the valuation of intangibles and income taxes (including deferred taxes and associated valuation allowances), are not yet finalized, and the preliminary purchase price allocation is subject to change as the Company completes its analysis of the fair value at the acquisition date. The Company will continue to obtain information necessary to finalize the fair values, which may differ materially from these preliminary estimates. The final valuation will be completed within the one-year measurement period, and any measurement period adjustments will be applied in the reporting period in which the adjustments are determined.

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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. The fair value of the cannabis licenses was determined using Level 3 inputs, as the valuation relied on unobservable inputs reflecting management's assumptions about the assumptions that market participants would use in pricing the assets.

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Since the acquisition date, Vireo Health of Rocky Mountain contributed revenue of $42.7 million and net loss of $7.8 million to the Company's consolidated statement of operations for the six months ended June 30, 2026. For the three months ended June 30, 2026, Vireo Health of Rocky Mountain contributed $38.7 million of revenue and net loss of $4.6 million to the Company’s consolidated statement of operations.

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

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The following unaudited pro forma information gives effect to the Asset Sale as if it had occurred on January 1, 2025, and includes adjustments for amortization on acquired intangible assets, interest expense, and related tax effects. This information is presented for informational purposes only and is not necessarily indicative of actual or future results of operations.

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Proforma revenues attributable to subordinate voting shareholders for the three and six month periods ended June 30, 2026, were $209.3 million and $333.6 million, respectively. Proforma net income (loss) attributable to subordinate

voting shareholders for the three and six month period ended June 30, 2026 was $0.7 million and ($10.6) million, respectively.

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Proforma revenues attributable to subordinate voting shareholders for the three and six month periods ended June 30, 2025, were $80.2 million and $137.3 million, respectively. Proforma net loss attributable to subordinate voting shareholders for the three and six month period ended June 30, 2025 was $21.5 million and $32.4 million, respectively.

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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 $15.60 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 $31.50 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 $31.50 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 $15.60 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 $31.50 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 June 30, 2026, the Company has recorded a contingent consideration liability of $25.6 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 through the earn out measurement period ending December 31, 2026. 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 and six months ended June 30, 2026, the Company recognized a loss of $7.4 million and $6.4 million, respectively, 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 June 30, 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 June 30, 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 June 30, 2026, the Company recorded a contingent consideration liability of $3.5 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 through the earn out measurement period ending December 31, 2026. 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 and six months ended June 30, 2026, the Company recognized a gain of $3.7 million and $0.4 million, respectively, 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 June 30, 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 June 30, 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 June 30, 2026, the Company recorded a contingent consideration asset of $0.9 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 through the earn out measurement period ending December 31, 2026. 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 and six months ended June 30, 2026, the Company recognized a gain of $5.5 million and $2.3 million, respectively, 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 June 30, 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 June 30, 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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On December 16, 2025, the Company entered into an Asset Purchase Agreement (the “PharmaCann APA”) with PharmaCann Inc. (“PharmaCann”) and certain of its subsidiaries.

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In connection with the PharmaCann APA, VHC entered into a Management Services Agreement (the “PharmaCann MSA”), dated December 16, 2025, pursuant to which VHC agreed to provide certain management services to certain of PharmaCann’s subsidiaries related to the dispensaries to be acquired.

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The MSA became effective on March 22, 2026. For the three and six months ended June 30, 2026, the Company recognized management services income of $4.6 million and $4.9 million, respectively, 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 3,024,691 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 PharmaCann APA had not yet closed as of June 30, 2026, and therefore the Company does not have control, as defined by GAAP, over the PharmaCann assets.

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Change in Ownership of Vireo Health of New York LLC

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On March 31, 2026, Vireo Health Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Company (“Vireo Health”), 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 Vireo Health holds the remaining 49% of the membership interests in VHNY. Under the Operating Agreement, distributions of available cash from VHNY are to be made first to Vireo Health until it has recovered specified amounts, including its initial contribution deemed to be $35 million, certain transaction expenses, any additional capital contributions, any additional operating losses, 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.

Notwithstanding the reduction in its ownership interest from 100% to 49%, management has concluded that VHNY continues to meet the definition of a variable interest entity ("VIE") under GAAP, and that the Company, via Vireo Health, remains the primary beneficiary of VHNY based on its power to direct VHNY's most significant activities and its obligation to absorb losses and right to receive benefits that could be significant to VHNY. Accordingly, the Company continues to consolidate VHNY in its condensed consolidated financial statements.