10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File Number: 000-56225

VIREO GROWTH INC.

(Exact name of registrant as specified in its charter)

British Columbia, Canada	82-3835655
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
207 South 9th Street, Minneapolis, MN	55402
(Address of principal executive offices)	(Zip Code)

(612) 999-1606

(Registrant’s telephone number, including area code)

                                     N/A                               

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes  þ    No  ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   Yes  þ    No   ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	◻	Accelerated filer	◻
Non-accelerated filer	þ	Smaller reporting company	þ
		Emerging growth company	þ

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes  ◻    No  þ

As of May 7, 2025, the registrant had the following number of shares of each of its classes of registered securities outstanding: Subordinate Voting Shares –339,475,288; Multiple Voting Shares –278,170; and Super Voting Shares – 0.

VIREO GROWTH INC.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION	3
ITEM 1 – FINANCIAL STATEMENTS	3
Consolidated Balance Sheets – March 31, 2025(unaudited) and December 31, 2024	3
Consolidated Statements of Net Loss and Comprehensive Loss – Three Months Ended March 31, 2025 and 2024 (unaudited)	4
Consolidated Statements of Changes in Stockholders’ Equity (Deficiency) - Three Months Ended March 31, 2025 and 2024 (unaudited)	5
Consolidated Statements of Cash Flows - Three Months Ended March 31, 2025 and 2024 (unaudited)	6
Notes to Unaudited Consolidated Financial Statements	7
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	25
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	32
ITEM 4 - CONTROLS AND PROCEDURES	32
PART II – OTHER INFORMATION	32
ITEM 1 - LEGAL PROCEEDINGS	32
ITEM 1A – RISK FACTORS	33
ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	33
ITEM 5 - OTHER INFORMATION	33
ITEM 6 - EXHIBITS	34
SIGNATURES	35

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

VIREO GROWTH INC.

CONSOLIDATED BALANCE SHEETS

(In U.S Dollars, unaudited)

	March 31,		December 31,
	2025		2024
Assets
Current assets:
Cash	$	86,260,997	$	91,604,970
Accounts receivable, net of credit losses of $84,990 and $244,264, respectively		3,983,466		4,590,351
Income tax receivable		11,367,067		12,027,472
Inventory		23,343,300		21,666,364
Prepayments and other current assets		1,785,664		1,650,977
Warrants held		1,751,906		2,270,964
Assets held for sale		99,941,960		96,560,052
Total current assets		228,434,360		230,371,150
Property and equipment, net		32,836,175		32,311,762
Operating lease, right-of-use asset		7,660,568		7,859,434
Intangible assets, net		7,694,517		7,899,328
Deposits		421,244		421,244
Total assets	$	277,046,864	$	278,862,918
Liabilities
Current liabilities
Accounts payable and accrued liabilities	$	12,197,467	$	10,456,036
Long-term debt, current portion		—		900,000
Right of use liability		1,148,991		1,400,015
Uncertain tax liability		34,959,000		33,324,000
Liabilities held for sale		89,351,157		89,387,203
Total current liabilities		137,656,615		135,467,254
Right-of-use liability		16,437,288		16,494,439
Other long-term liabilities		37,278		37,278
Convertible debt, net		9,874,521		9,862,378
Long-term debt, net		62,603,583		61,438,046
Total liabilities		226,609,285		223,299,395
Commitments and contingencies (refer to Note 16)
Stockholders’ equity (deficiency)
Subordinate Voting Shares ($- par value, unlimited shares authorized; 339,475,288 shares issued and outstanding at March 31, 2025 and 337,512,681 at December 31, 2024)		—		—
Multiple Voting Shares ($- par value, unlimited shares authorized; 278,170 shares issued and outstanding at March 31, 2025 and 285,371 at December 31, 2024)		—		—
Additional paid in capital		288,381,930		286,999,084
Accumulated deficit		(237,944,351)		(231,435,561)
Total stockholders' equity (deficiency)	$	50,437,579	$	55,563,523
Total liabilities and stockholders' equity (deficiency)	$	277,046,864	$	278,862,918

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

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VIREO GROWTH INC.

CONSOLIDATED STATEMENTS OF NET LOSS AND COMPREHENSIVE LOSS

(In U.S. Dollars, except share amounts, unaudited)

	Three Months Ended March 31,
	2025		2024
Revenue	$	24,540,641	$	24,087,315
Cost of sales
Product costs		11,695,329		12,146,888
Inventory valuation adjustments		433,000		(304,000)
Gross profit		12,412,312		12,244,427
Operating expenses:
Selling, general and administrative expenses		7,473,943		7,051,613
Transaction related expenses		1,244,696		—
Stock-based compensation expenses		1,460,850		179,789
Depreciation		77,102		73,547
Amortization		180,032		180,034
Total operating expenses		10,436,623		7,484,983
Income from operations		1,975,689		4,759,444
Other income (expense):
Interest expenses, net		(7,599,517)		(8,722,637)
Gain (loss) on disposal of assets		—		(120,856)
Other income (expenses)		790,038		1,317,589
Other income (expenses), net		(6,809,479)		(7,525,904)
Loss before income taxes		(4,833,790)		(2,766,460)
Current income tax expenses		(1,675,000)		(3,945,000)
Net loss and comprehensive loss		(6,508,790)		(6,711,460)
Net loss per share - basic and diluted	$	(0.02)	$	(0.05)
Weighted average shares used in computation of net loss per share - basic and diluted		366,800,177		143,126,330

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

4

VIREO GROWTH INC.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)

(In U.S. Dollars, except share amounts, unaudited)

	Common Stock
	SVS			MVS			Super Voting Shares							Total
										Additional Paid-		Accumulated		Stockholders'
	Shares	Amount		Shares	Amount		Shares	Amount		in Capital		Deficit		Equity (deficiency)
Balance, January 1, 2024	110,007,030		—	331,193		—	—		—		187,384,403		(203,428,052)		(16,043,649)
Conversion of MVS shares	1,034,200		—	(10,342)		—	—		—		—		—		—
Stock-based compensation	—		—	—		—	—		—		179,789		—		179,789
Net Loss	—		—	—		—	—		—		—		(6,711,460)		(6,711,460)
Balance at March 31, 2024	111,041,230	$	—	320,851	$	—	—	$	—	$	187,564,192	$	(210,139,512)	$	(22,575,320)
Balance, January 1, 2025	337,512,681		—	285,371		—	—		—		286,999,084		(231,435,561)		55,563,523
Conversion of MVS shares	720,100		—	(7,201)		—	—		—		—		—		—
Stock-based compensation	—		—	—		—	—		—		1,460,850		—		1,460,850
Stock issuance	1,077,859		—	—		—	—		—		—		—		—
Net settlement of stock-based compensation	(239,633)		—	—		—	—		—		(139,630)		—		(139,630)
Options exercised	138,655		—	—		—	—		—		23,110		—		23,110
Warrants exercised	265,626		—	—		—	—		—		38,516		—		38,516
Net Loss	—		—	—		—	—		—		—		(6,508,790)		(6,508,790)
Balance at March 31, 2025	339,475,288	$	—	278,170	$	—	—	$	—	$	288,381,930	$	(237,944,351)	$	50,437,579

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

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VIREO GROWTH INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In U.S. Dollars, unaudited)

	Three Months Ended March 31,
	2025		2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(6,508,790)	$	(6,711,460)
Adjustments to reconcile net loss to net cash used in operating activities:
Inventory valuation adjustments		433,000		(304,000)
Depreciation		77,102		73,547
Depreciation capitalized into inventory		545,262		560,180
Non-cash operating lease expense		121,038		103,564
Amortization of intangible assets		180,032		180,034
Amortization of intangible assets capitalized into inventory		24,778		24,778
Stock-based payments		1,321,220		179,789
Warrants held		519,058		(1,327,879)
Interest Expense		1,213,681		2,015,889
Accretion of interest on right-of-use finance lease liabilities		50,284		52,815
Loss (gain) on disposal of assets		—		120,856
Change in operating assets and liabilities:
Accounts Receivable		606,886		348,817
Prepaid expenses		(134,688)		290,106
Inventory		(2,032,109)		299,252
Income taxes		660,406		175,203
Uncertain tax position liabilities		1,635,000		3,760,000
Accounts payable and accrued liabilities		1,818,743		174,340
Changes in operating lease liabilities		(358,459)		(168,746)
Change in assets and liabilities held for sale		(3,495,266)		(1,037,417)
Net cash used in operating activities		(3,322,822)		(1,190,332)
CASH FLOWS FROM INVESTING ACTIVITIES:
PP&E Additions		(1,146,777)		(899,264)
Deposits		—		(150,100)
Net cash used in investing activities		(1,146,777)		(1,049,364)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from warrant exercises		38,516		—
Proceeds from option exercises		23,110		—
Debt principal payments		(936,000)		(1,050,000)
Lease principal payments		—		(71,066)
Net cash used in financing activities		(874,374)		(1,121,066)
Net change in cash		(5,343,973)		(3,360,762)
Cash, beginning of period		91,604,970		15,964,665
Cash, end of period	$	86,260,997	$	12,603,903

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

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VIREO GROWTH INC.

Notes to Unaudited Condensed Consolidated Financial Statements

1. Description of Business and Summary

Vireo Growth Inc. (“Vireo Growth” or the “Company”) (formerly, Goodness Growth Holdings, Inc.) was incorporated under the Alberta Business Corporations Act on November 23, 2004. The Company was previously listed on the Canadian Securities Exchange (the “CSE”) under ticker symbol “GDNS”. On July 8, 2024, the Company changed its name to Vireo Growth Inc., its ticker symbol on the CSE to “VREO” and its ticker symbol on the OTCQX to “VREOF.”

Vireo Growth is a cannabis company whose mission is to provide safe access, quality products and value to its customers while supporting its local communities through active participation and restorative justice programs. Vireo Growth operates cannabis cultivation, production, and dispensary facilities in Maryland, Minnesota, and New York.

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 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, no accepted medical use in the United States, and a lack of safety for the use of the drug under medical supervision. Recently some federal officials have attempted to distinguish between medical cannabis use as necessary, but adult-use as “still a violation of federal law.” At the present time, the distinction between “medical marijuana” and “adult-use marijuana” does not exist under U.S. federal law.

Update on Verano Litigation (Note 16)

On October 21, 2022, Vireo Growth commenced an action in the Supreme Court of British Columbia against Verano Holdings Corp. ("Verano") after Verano repudiated the Arrangement Agreement with the Company dated January 31, 2022. The Company is seeking damages, costs and interest, based on Verano's breach of contract and of its duty of good faith and honest performance.

On May 2, 2024, the Company filed a Notice of Application (the "Summary Trial Application") with the Supreme Court of British Columbia seeking summary determination. The Company is seeking substantial damages, specifically $860.9 million, as well as other costs and legal fees, based on Verano’s breach of contract and of its duty of good faith and honest performance.

On June 19, 2024, Verano filed a Notice of Application (the “Preliminary Suitability Application”) seeking orders dismissing the Summary Trial Application on the basis that certain issues in the action are not suitable for summary determination. The Preliminary Suitability Application is currently set for hearing on June 15 and 16, 2025.

Due to uncertainties inherent in litigation, it is not possible for Vireo Growth to predict the timing or final outcome of the legal proceedings against Verano or to determine the amount of damages, if any, that may be awarded.

Merger Agreements with Deep Roots, Proper and Wholesome

On December 18, 2024, we entered into the Merger Agreements with respect the Mergers. Each Merger is an all-share transaction whereby, at the closing of each applicable transaction, (i) a new wholly-owned subsidiary of the Company would merge with and into Deep Roots, (ii) a new wholly-owned subsidiary of the Company would merge with and into Wholesome, and (ii) the Proper entities would each merge with and into new wholly-owned subsidiaries of the Company. None of the Deep Roots Merger, the Proper Mergers or the Wholesome Merger is contingent on the completion of any of the other Mergers (Note 3). 

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2. Summary of Significant Accounting Policies

Significant Accounting Policies

The Company’s significant accounting policies are described in Note 2 to the Company’s consolidated financial statements included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the United States Securities and Exchange Commission (“SEC”) on March 4, 2025, (the "Annual Financial Statements"). There have been no material changes to the Company’s significant accounting policies.

Basis of presentation

The accompanying interim unaudited condensed consolidated financial statements reflect the accounts of the Company. The information included in these statements should be read in conjunction with the Annual Financial Statements. The unaudited condensed consolidated financial statements were prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. In the opinion of management, the financial data presented includes all adjustments necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented. Results of interim periods should not be considered indicative of the results for the full year. These unaudited interim condensed consolidated financial statements include estimates and assumptions of management that affect the amounts reported in the unaudited condensed consolidated financial statements. Actual results could differ from these estimates.

Basis of consolidation

These unaudited condensed consolidated financial statements include the accounts of the following entities wholly owned, or effectively controlled by the Company during the period ended March 31, 2025:

Name of entity	Place of  incorporation
HiColor, LLC	Minnesota, USA
MaryMed, LLC	Maryland, USA
Mayflower Botanicals, Inc.	Massachusetts, USA
Vireo Health of Minnesota, LLC	Minnesota, USA
MJ Distributing C201, LLC	Nevada, USA
MJ Distributing P132, LLC	Nevada, USA
Resurgent Biosciences, Inc.	Delaware, USA
Verdant Grove, Inc.	Massachusetts, USA
Vireo Health de Puerto Rico, Inc.	Puerto Rico
Vireo Health of Nevada 1, LLC	Nevada, USA
Vireo Health of New York, LLC	New York, USA
Vireo Health of Puerto Rico, LLC	Delaware, USA
Vireo Health, Inc.	Delaware, USA
Vireo of Charm City, LLC	Maryland, USA
Vireo DR Merger Sub Inc.	Delaware, USA
Vireo WH Merger Sub Inc.	Delaware, USA
Vireo PR Merger Sub Inc.	Delaware, USA
Vireo PR Merger Sub II Inc.	Delaware, USA
2178 State Highway 29A LLC	New York, USA
XAAS Agro, Inc.	Puerto Rico

The entities listed are wholly owned or effectively controlled by the Company and have been formed or acquired to support the intended operations of the Company, and all intercompany transactions and balances have been eliminated in the Company's unaudited condensed consolidated financial statements.

8

Recently adopted accounting pronouncements

None.

Net loss per share

Basic net loss per share is computed by dividing reported net loss by the weighted average number of common shares outstanding for the reported period. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock of the Company during the reporting period. Diluted net loss per share is computed by dividing net loss by the sum of the weighted average number of common shares and the number of potential dilutive common share equivalents outstanding during the period. Potential dilutive common share equivalents consist of the incremental common shares issuable upon the exercise of vested share options and the incremental shares issuable upon conversion of the convertible notes. Potential dilutive common share equivalents consist of stock options, warrants, and restricted stock units.

In computing diluted earnings per share, common share equivalents are not considered in periods in which a net loss is reported, as the inclusion of the common share equivalents would be anti-dilutive. The Company recorded a net loss for the three month periods ended March 31, 2025 and 2024, presented in these financial statements, and as such there is no difference between the Company’s basic and diluted net loss per share for these periods.

The anti-dilutive shares outstanding for the three month periods ended March 31, 2025 and 2024, were as follows:

	Three Months Ended
	March 31,
	2025	2024
Stock options	30,731,300	29,945,511
Warrants	18,541,586	19,437,649
RSUs	71,156,247	2,543,011
Convertible debt	16,000,000	71,569,927
Total	136,429,133	123,496,098

Revenue Recognition

The Company’s primary source of revenue is from wholesale of cannabis products to dispensary locations and direct retail sales to eligible customers at Company-owned dispensaries. Substantially all of the Company’s retail revenue is from the direct sale of cannabis products to adult-use and medical customers.

The following table represents the Company’s disaggregated revenue by source:

	Three Months Ended March 31,
	2025		2024
Retail	$	19,233,641	$	19,599,440
Wholesale		5,307,000		4,487,875
Total	$	24,540,641	$	24,087,315

New accounting pronouncements not yet adopted

None.

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3. Business Combinations and Dispositions

Acquisitions

On December 18, 2024, Vireo Growth Inc. (the “Company”), entered into Merger Agreements with respect to a business combination with each of (i) Deep Roots Holdings, Inc., a Nevada corporation (“Deep Roots”) (the “Deep Roots Merger”); (ii) Proper Holdings Management, Inc. and NGH Investments, Inc., both Missouri corporations (together, “Proper”) (the “Proper Mergers”); and (iii) WholesomeCo, Inc., a Delaware corporation (“Wholesome”) (the “Wholesome Merger” and, collectively with the Deep Roots Merger and the Proper Mergers, the “Mergers”). Each Merger is an all-share transaction whereby, at the closing of each applicable transaction, (i) a new wholly-owned subsidiary of the Company would merge with and into Deep Roots, (ii) a new wholly-owned subsidiary of the Company would merge with and into Wholesome, and (ii) the Proper entities would each merge with and into new wholly-owned subsidiaries of the Company. None of the Deep Roots Merger, the Proper Mergers or the Wholesome Merger is contingent on the completion of any of the other Mergers. As of March 31, 2025, none of the Merger Transactions have closed, and as such, no financial results of the single-state operators have been presented or consolidated herein.

The consideration to be paid to acquire each of Deep Roots, Proper and Wholesome is based, in each case, in part on an estimated multiple of a 2024 “Reference EBITDA”, which is pro-forma for pending acquisitions as well as planned new retail openings and expansion projects, and a US$0.52 share reference price for the Company’s subordinate voting shares.

Pursuant to the Merger Agreements, former stockholders of each of Deep Roots, Proper and Wholesome may qualify for earnout payments made with the Company’s subordinate voting shares following December 31, 2026, based on each target’s Adjusted EBITDA (as defined in the applicable Merger Agreement) growth compared to such target’s Reference EBITDA (at a 4x multiple), adjusted for incremental debt and certain other matters, respectively, and paid out using a share price for the Company’s subordinate voting shares of the higher of US$1.05 or the 20-day volume weighted average price of the Company’s subordinate voting shares on the Canadian Securities Exchange, 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. (“VWAP”) as of December 31, 2026. Reference EBITDA for Deep Roots, Proper and Wholesome are US$31.0 million, US$31.0 million, and US$16.0 million, respectively. EBITDA growth is defined as the increase between Reference EBITDA and the higher of 2026 Adjusted EBITDA or trailing nine-month annualized Adjusted EBITDA as of 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 in 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 attributable to Arches, as defined below) on December 31, 2026, if, in each case, (a) 2026 Adjusted EBITDA underperforms 96.5% of the Reference EBITDA, and (b) retail revenue market share or EBITDA margin for 2026 is less (or lower) than 2024 and (c) the 20-day VWAP as of December 31, 2026 is greater than US$1.05 per share. The amount of shares subject to a clawback would be equal to the Acquisition Multiple (as defined in each Merger Agreement) for each of Deep Roots, Proper and Wholesome, respectively, multiplied by the EBITDA shortfall, and subject to certain other adjustments set forth in the applicable Merger Agreement, divided by US$0.52 per share, not to exceed 50% of the upfront consideration.

In connection with the Wholesome Merger Agreement (as defined herein) and Proper Merger Agreement (as defined herein), the Company will include in the stock merger consideration calculation an amount equal to (i) US$11,860,800 for the stockholders of Wholesome and (ii) US$2,139,200 for the stockholders of 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 performance of Arches, based on the greater of US$37.5 million or 5x certain revenue percentages of Arches, with such revenue percentage amounts measured at the higher of trailing-twelve-month or nine-month annualized amounts as of December 31, 2026, paid out using a share price for the Company’s subordinate voting shares at the higher of US$1.05 or 20-day VWAP as of December 31, 2026.

In connection with each of the Merger Agreements, the Company will enter into an Investor Rights Agreement with the persons receiving the Company’s subordinate voting shares in the Mergers. Each Investor Rights Agreement will require the Company in certain circumstances to prepare and file with the Securities and Exchange Commission (the “SEC”) a

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registration statement covering the resale of the Company’s subordinate voting shares issued pursuant to the Merger Agreements, in each case following the expiration of the initial 12 month lock-up period following the closing of the transactions under each Merger Agreement. Each Investor Rights Agreement will also provide such persons with certain piggyback registration rights in certain circumstances. 

The closing of each of the Mergers is subject to closing conditions and contained in the Merger Agreements. Pursuant to rules adopted by the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a Schedule 14C information statement dated March 21, 2025, was prepared by the Company and filed with the SEC and mailed to the stockholders of the Company relating to stockholder approval of the issuance of the Company’s subordinate voting shares in the Mergers and approvals required under the rules of the Canadian Stock Exchange, which was obtained by written consent of the stockholders.

Assets Held for Sale

As of March 31, 2025, the Company identified property and equipment, deposits, and lease assets and liabilities associated with the businesses in New York, Nevada, and Massachusetts with carrying amounts that are expected to be recovered principally through sale or disposal rather than through continuing use. The sale of these assets and liabilities is highly probable, they can be sold in their immediate condition, and the sales are expected to occur within the next twelve months. As such, these assets and liabilities have been classified as “held for sale.” Management does not believe these divestitures represent a strategic shift that has or will have a major effect on an entity’s operations and financial results, and as such, none of these divestitures are considered a discontinued operation. The carrying value of these net assets did not exceed fair value less expected cost to sell, and as such, the Company recorded no impairment loss. Assets and liabilities held for sale are as follows:

Assets held for sale	March 31,		December 31,
	2025		2024
Property and equipment	$	93,399,797	$	90,177,872
Intangible assets		972,000		972,000
Operating lease, right-of-use asset		3,381,613		3,381,613
Deposits		2,188,550		2,028,567
Total assets held for sale	$	99,941,960	$	96,560,052
Liabilities held for sale
Right of Use Liability	$	89,351,157	$	89,387,203
Total liabilities held for sale	$	89,351,157	$	89,387,203

Current assets and liabilities held by our New York business have not been classified as held for sale. Pre-tax operating losses attributable to the New York business were $4,859,841 and $3,698,934 for the three months ended March 31, 2025 and 2024, respectively.

4. Fair Value Measurements

The Company complies with ASC 820, Fair Value Measurements, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability.

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Items measured at fair value on a non-recurring basis

The Company’s non-financial assets, such as prepayments and other current assets, long lived assets, including property and equipment and intangible assets, are measured at fair value when there is an indicator of impairment and are recorded at fair value only when an impairment charge is recognized. No indicators of impairment existed as of March 31, 2025, and therefore no impairment charges were recorded.

The carrying value of the Company’s accounts receivable, accounts payable, and accrued liabilities approximate their fair value due to their short-term nature, and the carrying value of notes receivable, long-term debt, and convertible debt approximates fair value as they bear a market rate of interest.

The carrying value of the Company’s warrants held  utilize Level 3 inputs given there is no market activity for the asset. The inputs used are further described in Note 18.

5. Accounts Receivable

Trade receivables are comprised of the following items:

	March 31,		December 31,
	2025		2024
Trade receivable, net	$	2,424,504	$	2,870,181
Tax withholding receivable		—		174,660
Other		1,558,962		1,545,510
Total	$	3,983,466	$	4,590,351

Included in the trade receivables, net balance at March 31, 2025, and December 31, 2024, is an allowance for doubtful accounts of  $84,990 and $84,989, respectively. Included in the tax withholding receivable, net balance at December 31, 2024, is an allowance for doubtful accounts of $159,275.

6. Inventory

Inventory is comprised of the following items:

	March 31		December 31,
	2025		2024
Work-in-progress	$	14,182,173	$	13,859,238
Finished goods		6,390,280		5,933,200
Other		2,770,847		1,873,926
Total	$	23,343,300	$	21,666,364

Inventory is written down for any obsolescence, spoilage and excess inventory or when the net realizable value of inventory is less than the carrying value. Inventory valuation adjustments included in cost of sales on the statements of net loss and comprehensive loss is comprised of the following:

	March 31,
	2025		2024
Work-in-progress	$	18,085	$	(188,200)
Finished goods		414,915		(115,800)
Total	$	433,000	$	(304,000)

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7. Prepayments and other current assets

Prepayments and other current assets are comprised of the following items:

	March 31,		December 31,
	2025		2024
Prepaid Insurance	$	530,912	$	753,579
Other Prepaid Expenses		1,254,752		897,398
Total	$	1,785,664	$	1,650,977

8. Property and Equipment, Net

Property and equipment, net consisted of the following:

	March 31,		December 31,
	2025		2024
Land	$	863,105	$	863,105
Buildings and leasehold improvements		16,355,616		16,355,616
Furniture and equipment		7,556,684		7,451,920
Software		39,388		39,388
Vehicles		506,022		491,022
Construction-in-progress		10,885,133		9,858,120
Right of use asset under finance lease		7,572,566		7,572,566
		43,778,514		42,631,737
Less: accumulated depreciation		(10,942,339)		(10,319,975)
Total	$	32,836,175	$	32,311,762

For the three months ended March 31, 2025, and 2024, total depreciation on property and equipment was $622,364 and $633,728, respectively. For the three months ended March 31, 2025, and 2024, accumulated amortization of the right of use asset under finance lease amounted to $2,594,332 and $2,507,998, respectively. The right of use asset under finance lease of $7,572,566 consists of leased processing and cultivation premises. The Company capitalized into inventory $545,262 and $560,180 relating to depreciation associated with manufacturing equipment and production facilities for the three months ended March 31, 2025, and 2024, respectively. The capitalized depreciation costs associated are added to inventory and expensed through cost of sales product cost on the unaudited condensed consolidated statements of net loss and comprehensive loss.

As of March 31, 2025 and 2024, in conjunction with the Company’s held for sale assessment and disposal of certain long-lived assets, the Company evaluated whether property and equipment showed any indicators of impairment, and it was determined that the recoverable amount of certain net assets was above book value. As a result, the Company recorded no impairment charge on property and equipment, net.

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9. Leases

Components of lease expenses are listed below:

	March 31,		March 31,
	2025		2024
Finance lease cost
Depreciation of ROU assets	$	82,512	$	143,441
Interest on lease liabilities		3,575,328		3,544,177
Operating lease costs		561,436		432,444
Total lease costs	$	4,219,276	$	4,120,062

Future minimum lease payments (principal and interest) on the leases are as follows:

	Operating Leases		Finance Leases
	March 31, 2025		March 31, 2025		Total
2025	$	2,242,480	$	10,352,595	$	12,595,075
2026		2,727,346		14,183,661		16,911,007
2027		2,474,144		14,606,527		17,080,671
2028		2,254,049		15,042,128		17,296,177
2029		1,300,615		15,490,852		16,791,467
Thereafter		6,523,900		203,082,066		209,605,966
Total minimum lease payments	$	17,522,534	$	272,757,829	$	290,280,363
Less discount to net present value		(5,982,885)		(177,360,043)		(183,342,928)
Less liabilities held for sale		(2,558,483)		(86,792,673)		(89,351,156)
Present value of lease liability	$	8,981,166	$	8,605,113	$	17,586,279

The Company has entered into various lease agreements for the use of buildings used in production and retail sales of cannabis products.

On February 22, 2024, the Company executed a lease for cannabis cultivation and manufacturing facilities. Rent commenced on January 1, 2025, at which time monthly base rent will be $82,500. Base rent escalates at a rate of 4% per annum. Per the terms of the lease the Company has the option to draw up to $2,000,000 of tenant improvement allowances. As of December 31, 2024, no draws have been taken. Starting January 1, 2025, the Company has the option to purchase the property. The initial purchase price is $13,000,000 increasing by 3% at the start of each calendar year until the option expires on December 31, 2028. The lease expires on December 31, 2034, with an option to renew for two additional five-year terms.

Supplemental cash flow information related to leases:

	Three Months Ended
	March 31,
	2025		2024
Cash paid for amounts included in the measurement of lease liabilities:
Lease principal payments - finance	$	—	$	71,066
Lease principal payments - operating		442,553		168,554
Non-cash additions to ROU assets		—		9,270,915
Amortization of operating leases		198,866		170,196

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Other information about lease amounts recognized in the financial statements:

	Three Months Ended
	March 31,
	2025		2024
Weighted-average remaining lease term (years) – operating leases	7.19		8.08
Weighted-average remaining lease term (years) – finance leases	15.84		16.82
Weighted-average discount rate – operating leases	12.01	%	8.58	%
Weighted-average discount rate – finance leases	16.19	%	16.21	%

10. Intangibles

Intangible assets are comprised of the following items:

	Licenses & Trademarks
Balance, December 31, 2023	$	8,718,577
Amortization		(819,250)
Balance, December 31, 2024	$	7,899,327
Amortization		(204,810)
Balance, March 31, 2025	$	7,694,517

Amortization expense for intangibles was $204,810 and $204,812 during the three months ended March 31, 2025 and 2024, respectively. The Company capitalized into inventory $24,778 (2024 - $24,778) of amortization for the three months ended March 31, 2024, respectively. Amortization expense is recorded in operating expenses on the unaudited condensed consolidated statements of net loss and comprehensive loss.

The Company estimates that amortization expense will be $819,655 per year for the next five fiscal years.

11. Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities are comprised of the following items:

	March 31,		December 31,
	2025		2024
Accounts payable – trade	$	6,463,905	$	2,298,060
Accrued Expenses		4,340,944		6,839,822
Taxes payable		199,088		264,518
Contract liability		1,193,530		1,053,636
Total accounts payable and accrued liabilities	$	12,197,467	$	10,456,036

12. Long-Term Debt

During 2017 the Company signed a promissory note payable in the amount of $1,010,000. The note bears interest at a rate of 15% per annum with interest payments required on a monthly basis. In 2019 the Company’s promissory note payable in the amount of $1,010,000 was modified to increase the amount payable to $1,110,000. The Company paid the note off in full during the year ended December 31, 2024.

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On November 19, 2021, the Company signed a promissory note payable in the amount of $2,000,000 in connection with the acquisition of Charm City Medicus, LLC. The note bears an interest rate of 8% per annum with interest payments due on the last day of each calendar quarter. On November 19, 2023, the Company and lender amended the note. Per the terms of the amendment, the interest rate was modified to 15%, and the Company paid off $1,000,000 of principal. On November 27, 2024, the Company and lender executed the second amendment to the note. Per the terms of the amendment, the maturity date was extended, the interest rate was increased to 18%, and the Company repaid $100,000 in principal. The remaining principal balance of $900,000 was repaid in full during the three months ended March 31, 2025.

On March 25, 2021, the Company entered into a credit agreement for a senior secured delayed draw term loan with an aggregate principal amount of up to $46,000,000 (the “Credit Facility”), and executed a draw of $26,000,000 in principal. The unpaid principal amounts outstanding under the Credit Facility bear interest at a rate of (a) the U.S. prime rate plus 10.375%, payable monthly in cash, and (b) 2.75% per annum paid in kind (“PIK”) interest payable monthly. In connection with the Credit Facility, the Company also pays a monthly credit monitoring fee in the amount of $130,400 which is included in interest expense in the consolidated statements of loss and comprehensive loss for the three months ended March 31, 2025 and 2024.

On November 18, 2021, the Company and lenders amended the Credit Facility to provide for an additional loan of $4,200,000 with a cash interest rate of 15% per annum and PIK interest of 2% per annum and a maturity date of November 29, 2024. Obligations under the Credit Facility are secured by substantially all the assets of the Company.

On January 31, 2022, Vireo Growth and certain of its subsidiaries, as borrowers (collectively, “Borrowers”), entered into a Third Amendment to the Credit Facility (the “Third Amendment”) providing for additional delayed draw term loans of up to $55 million (the “Delayed Draw Loans”). The cash interest rate on the Delayed Draw Loans under the Third Amendment is equal to the U.S. prime rate plus 10.375%, with a minimum required rate of 13.375% per annum, in addition to PIK interest of 2.75% per annum.

On March 31, 2023, the Company executed a fifth amendment to its Credit Facility with its senior secured lender, Chicago Atlantic Admin, LLC (the "Agent"), an affiliate of Green Ivy Capital, and a group of lenders. The amended credit facility extends the maturity date on its Delayed Draw Loans to April 30, 2024, through the issuance of 15,000,000 Subordinate Voting Shares in lieu of a cash extension fee. These 15,000,000 shares were valued at $1,407,903 using a fair value per share of $0.094 and considered a deferred financing cost. The fair value per share reflects a 22% discount to the market price at the time of issuance to account for the four-month trading lock-up imposed on the shares. The amendment also provides the Company with reduced cash outlays by eliminating required amortization of the loan, and requires the Company to divest certain assets to improve its liquidity position and financial performance. The Company has the potential to extend the maturity date on its Delayed Draw Loans up to January 31, 2026 with the satisfaction of certain financial performance-related conditions.

On April 30, 2024, the Company executed a short-term extension of the maturity date on the Credit Facility with the Agent. The Credit Facility was extended until June 14, 2024, matching all other terms of the existing agreement. On June 14, 2024, another short-term extension was executed which extended the maturity date on the Credit Facility to July 31, 2024, matching all other terms of the existing agreement.

On May 21, 2024 the Company executed a $1,200,000 term loan with the Agent to assist with the purchase of a site for a new dispensary location. The loan bears an interest rate of 12.0% and is due on May 28, 2027. Financing costs of $68,600 were incurred in connection with the closing of the loan.

On July 31, 2024, the Company executed a ninth amendment to the Company’s Credit Facility. The ninth amendment to the Company’s Credit Facility extends the maturity date on the Credit Facility loans to January 29, 2027, adjusts and extends the deadline with respect to the Company’s ongoing disposition of its New York operations through July 31, 2025, and amends certain financial measure definitions and covenants within the agreement. The Company issued 12,500,000 Subordinate Voting Shares to the lenders in consideration for the credit facility amendment. These 12,500,000 shares were valued at $5,387,500 using a fair value per share of $0.431 and considered a deferred financing cost.

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Unless otherwise specified, all deferred financing costs are treated as a contra-liability, to be netted against the outstanding loan balance and amortized over the remaining life of the loan. As of March 31, 2025, $5,704,752 (December 31, 2024 - $6,576,985) of deferred financing costs remain unamortized.

The following table shows a summary of the Company’s long-term debt:

	March 31,		December 31,
	2025		2024
Beginning of year	$	62,338,046	$	60,220,535
Proceeds		—		6,700,000
Principal repayments		(936,000)		(1,234,000)
Deferred financing costs		(10,000)		(7,418,770)
PIK interest		408,774		1,634,494
Amortization of deferred financing costs		802,763		2,435,787
End of year		62,603,583		62,338,046
Less: current portion		—		900,000
Total long-term debt	$	62,603,583	$	61,438,046

As of March 31, 2025, stated maturities of long-term debt were as follows:

2025	$	—
2026		3,537,300
2027		59,066,283
Total	$	62,603,583

13. Convertible Notes

On July 31, 2024, holders voluntarily converted convertible notes issued in 2023 into 73,016,061 Subordinate Voting Shares of the Company.

On November 1, 2024, the Company entered into a Joinder and Tenth Amendment to Credit Agreement. The Tenth Amendment provides a convertible note facility (the “New Convertible Notes”) with a maximum principal amount of $10,000,000. The New Convertible Notes mature November 1, 2027, have a cash interest rate of 12.0 percent per year, are convertible into that number of the Company’s subordinate voting shares determined by dividing the outstanding principal amount plus all accrued but unpaid interest on the Convertible Notes on the date of such conversion by a conversion price of $0.625. The Company incurred $145,717 in financing costs in connection with the signing of the Tenth Amendment.

All deferred financing costs are treated as a contra-liability, to be netted against the outstanding loan balance and amortized over the remaining life of the loan. As of March 31, 2025, $125,472 (December 31, 2024 - $137,622) of deferred financing costs remain unamortized.

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The following table shows a summary of the Company’s convertible debt:

	March 31,		December 31,
	2025		2024
Beginning of period	$	9,862,378	$	9,140,257
Proceeds		—		10,000,000
Deferred financing costs		—		(145,717)
PIK interest		—		363,376
Amortization of deferred financing costs		12,143		279,019
Conversion				(9,774,557)
End of period	$	9,874,521	$	9,862,378
Less: current portion		—		—
Total convertible debt	$	9,874,521	$	9,862,378

14. Stockholders’ Equity

Shares

The Company’s certificate of incorporation authorized the Company to issue the following classes of shares with the following par value and voting rights as of March 31, 2025. The liquidation and dividend rights are identical among shares equally in the Company’s earnings and losses on an as converted basis.

	Par Value	Authorized	Voting Rights
Subordinate Voting Share (“SVS”)	—	Unlimited	1 vote for each share
Multiple Voting Share (“MVS”)	—	Unlimited	100 votes for each share

Subordinate Voting Shares

Holders of Subordinate Voting Shares are entitled to one vote in respect of each Subordinate Voting Share held.

Multiple Voting Shares

Holders of Multiple Voting Shares are entitled to one hundred votes for each Multiple Voting Share held.

Multiple Voting Shares each have the restricted right to convert to one hundred Subordinate Voting Shares subject to adjustments for certain customary corporate changes.

Shares Issued

During the three months ended March 31, 2025, 7,201 Multiple Voting Shares were converted into 720,100 Subordinate Voting Shares for no additional consideration.

During the three months ended March 31, 2025, employee stock options were exercised for 138,655 Subordinate Voting Shares. Proceeds from this transaction were $23,110.

During the three months ended March 31, 2025, stock warrants were exercised for 265,626 Subordinate Voting Shares. Proceeds from these transactions were $38,516.

During the three months ended March 31, 2025, 1,077,859 shares were issued in connection with the settlement of restricted stock units. 239,633 shares were net settled to pay payroll taxes associated with the issuance, resulting in the final issuance of 838,226 shares.

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During the three months ended March 31, 2024, 10,342 Multiple Voting Shares were redeemed for 1,034,200 Subordinate Voting Shares.

15. Stock-Based Compensation

Stock Options

In January 2019, the Company adopted the 2019 Equity Incentive Plan under which the Company may grant incentive stock options, restricted shares, restricted share units, or other awards. Under the terms of the plan, a total of ten percent of the number of shares outstanding assuming conversion of all super voting shares and Multiple Voting Shares to Subordinate Voting Shares are permitted to be issued. The exercise price for incentive stock options issued under the plan will be set by the Compensation Committee but will not be less 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 of Directors.

Options granted under the equity incentive plan were valued using the Black-Scholes option pricing model with the following weighted average assumptions:

		Three Months Ended
		March 31,		March 31,
		2025		2024
Risk-Free Interest Rate		4.53	%	N/A
Weighted Average Exercise Price	$	0.49	$	N/A
Weighted Average Stock Price	$	0.49	$	N/A
Expected Life of Options (years)		7.00		N/A
Expected Annualized Volatility		100.00	%	N/A
Grant Fair Value	$	0.41	$	N/A
Expected Forfeiture Rate		N/A		N/A
Expected Dividend Yield		N/A		N/A

Stock option activity for the three months ended March 31, 2025, and for the year ended December 31, 2024, is presented below:

		Weighted Average		Weighted Avg.
	Number of Options	Exercise Price		Remaining Life
Balance, December 31, 2023	29,969,324	$	0.50	6.18
Forfeitures	(2,760,530)		1.29	—
Exercised	(50,000)		0.33	—
Granted	4,073,839		0.48	—
Options Outstanding at December 31, 2024	31,232,633	$	0.43	5.45
Forfeitures	(521,835)		0.27	—
Exercised	(138,654)		0.17	—
Granted	159,156		0.49	—
Options Outstanding at March 31, 2025	30,731,300	$	0.43	5.26
Options Exercisable at March 31, 2025	27,323,396	$	0.42	4.82

During the three month periods ended March 31, 2025 and 2024, the Company recognized $172,721 and $86,732 in stock-based compensation relating to stock options, respectively. As of March 31, 2025, the total unrecognized compensation costs related to unvested stock options awards granted was $617,196. In addition, the weighted average period over which the unrecognized compensation expense is expected to be recognized is approximately 1.8 years. The total intrinsic value of stock options outstanding and exercisable as of March 31, 2025, was $4,382,709 and $4,183,499, respectively.

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

Warrants

Subordinate Voting Share (SVS) warrants entitle the holder to purchase one Subordinate Voting Share of the Company.

A summary of the warrants outstanding is as follows:

	Number of	Weighted Average		Weighted Average
SVS Warrants	Warrants	Exercise Price		Remaining Life
Warrants outstanding at December 31, 2023	16,400,000	$	0.21	4.57
Exercised	(480,437)		0.15	—
Warrants outstanding at December 31, 2024	15,919,563	$	0.22	3.56
Forfeited	(150,000)		1.49	—
Exercised	(265,626)		0.145	—
Warrants outstanding at March 31, 2025	15,503,937	$	0.22	3.32
Warrants exercisable at December 31, 2024	15,503,937	$	0.22	3.32

	Number of	Weighted Average		Weighted Average
SVS Warrants Denominated in C$	Warrants	Exercise Price		Remaining Life
Warrants outstanding at December 31, 2023 and 2024	3,037,649	$	3.50	1.23
Warrants outstanding at March 31, 2025	3,037,649	$	3.50	0.98
Warrants exercisable at March 31, 2025	3,037,649	$	3.50	0.98

Restricted Stock Units (“RSUs”)

The expense associated with RSUs is based on the closing share 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 periods during which the restrictions lapse. The Company currently has RSUs that vest over a three year period. The awards are generally subject to forfeiture in the event of termination of employment. During the three months ended March 31, 2025 and 2024, the Company recognized $1,288,129 and $93,057, respectively, in stock-based compensation expense related to RSUs.

A summary of RSUs is as follows:

		Weighted Avg.
	Number of Shares	Fair Value
Balance, December 31, 2023	2,543,011	$	0.88
Granted	9,228,462		0.31
Forfeitures	(443,943)		0.54
Balance, December 31, 2024	11,327,530		0.40
Granted	60,989,414		0.42
Settled	(1,160,697)		0.49
Balance, March 31, 2025	71,156,247		0.41
Vested at March 31, 2025	2,708,712	$	0.75

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16. Commitments and Contingencies

Legal proceedings

Verano

On January 31, 2022, the Company entered into the Arrangement Agreement with Verano, pursuant to which Verano was to acquire all of the issued and outstanding shares of Vireo Growth pursuant to a Plan of Arrangement. Subject to the terms and conditions set forth in the Arrangement Agreement and the Plan of Arrangement, holders of Vireo Growth Shares would receive 0.22652 of a Verano Subordinate Voting Share, subject to adjustment as described below, for each Subordinate Voting Share held, and 22.652 Verano Subordinate Voting Shares for each Multiple Voting Share and Super Voting Share held, immediately prior to the effective time of the Arrangement.

On October 13, 2022, Vireo Growth received a notice of purported termination of the Arrangement Agreement (the “Notice”) from Verano. The Notice asserted certain breaches of the Arrangement Agreement, including claims the Company’s public filings and communications with respect to its business and ongoing operations were misleading and that the Company breached its representations to Verano under the Arrangement Agreement. Verano also claimed, as a result of such breaches, it is entitled to payment of a $14,875,000 termination fee and its transaction expenses. Vireo Growth denies all of Verano’s allegations and affirmatively asserts that it has complied with its obligations under the Arrangement Agreement, and with its disclosure obligations under US and Canadian law, in all material respects at all times. The Company believes that Verano has no factual or legal basis to justify or support its purported termination of the Arrangement Agreement, which the Company determined to treat as a repudiation of the Arrangement Agreement.

On October 21, 2022, Vireo Growth commenced an action in the Supreme Court of British Columbia against Verano after Verano wrongfully repudiated the Arrangement Agreement. The Company is seeking damages, costs and interest, based on Verano's breach of contract and of its duty of good faith and honest performance.

On November 14, 2022, Verano filed counterclaims against the Company for the termination fee and transaction expenses described above.

On July 31, 2023, the Company filed a requisition for adjournment of its application filed July 14, 2023, and set for hearing on July 31, 2023 to compel Verano’s compliance with document production based upon the Company’s belief that Verano was engaging in tactics to delay the litigation. 

Throughout 2023, the Company served 4 lists of documents, reviewed document production from Verano, and prepared for examinations for discovery. 

On May 2, 2024, the Company filed the Summary Trial Application the Supreme Court of British Columbia for summary determination. The Company is seeking substantial damages, specifically US $860.9 million, as well as other costs and legal fees, based on Verano’s breach of contract and of its duty of good faith and honest performance.

On June 19, 2024, Verano filed the Preliminary Suitability Application seeking orders dismissing the Summary Trial Application on the basis that certain issues in the action are not suitable for summary determination. The Preliminary Suitability Application is currently set for hearing on June 15 and 16, 2025.

Due to uncertainties inherent in litigation, it is not possible for Vireo Growth to predict the timing or final outcome of the legal proceedings against Verano or to determine the amount of damages, if any, that may be awarded.  The damages sought will be significant and material given that Verano’s breach left the Company in a vulnerable position resulting in the Company being constrained in its ability to fund growth initiatives that were desirable and that its competitors were able to undertake, most notably in Minnesota and New York markets.

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Lease commitments

The Company leases various facilities, under non-cancelable finance and operating leases, which expire at various dates through September 2041.

17. Selling, General and Administrative Expenses

Selling, general and administrative expenses are comprised of the following items:

	Three Months Ended March 31,
	2025		2024
Salaries and benefits	$	3,942,098	$	3,512,736
Professional fees		1,398,775		1,427,096
Insurance expenses		420,323		569,185
Advertising		166,542		222,014
Other expenses		1,546,205		1,320,582
Total	$	7,473,943	$	7,051,613

18. Other Income (Expense)

The CARES Act provides an employee retention credit (“CARES Employee Retention credit”), which is a refundable tax credit against certain employment taxes of up to $5,000 per employee for eligible employers. The tax credit is equal to 50% of qualified wages paid to employees during a quarter, capped at $10,000 of qualified wages per employee through December 31, 2020. Additional relief provisions were passed by the United States government, which extended and slightly expanded the qualified wage caps on these credits through December 31, 2021. Based on these additional provisions, the tax credit is now equal to 70% of qualified wages paid to employees during a quarter, and the limit on qualified wages per employee has been increased to $10,000 of qualified wages per quarter. The Company applied for and received the tax credit under the CARES Act. During the three months ended March 31, 2025, the Company recorded and received $972,888 (2024 - $0) related to the CARES Employee Retention credit in other income on the unaudited condensed consolidated statement of loss and comprehensive loss for the three months ended March 31, 2025.

On May 25, 2023, the Company and Grown Rogue International, Inc. (“Grown Rogue”) entered into a strategic agreement whereby Grown Rogue will support the Company in the optimization of its cannabis flower products. As part of this strategic agreement Grown Rogue granted the Company 8,500,000 warrants to purchase subordinate voting shares of Grown Rogue on October 5, 2023. Subsequently, on October 9, 2024, the Company and Grown Rogue mutually agreed to terminate the advisory agreement. As part of the termination agreement, the Company forfeited 4,500,000 of the previously granted 8,500,000 warrants. On March 31, 2025, these 4,000,000 warrants were revalued at a fair value of $1,751,906 (December 31, 2024 - $2,270,964). The fair value was derived from a black-scholes valuation using a stock price of $0.52, an exercise price of $0.158, an expected life of 3.52 years, an annual risk free rate of 3.96%, and volatility of 100%. The change in valuation from December 31, 2024, to March 31, 2025, of $519,058 (March 31, 2024 - $1,327,879 of other income) was recorded as other expense in the statement of net loss and comprehensive loss for the three month period ended March 31, 2025.

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19. Segment Reporting

The Company utilized the guidance in ASC 280 to determine how many reportable segments the Company has. We considered various attributes of the overall Company including but not limited to the nature of products and services, the nature of production processes, the types of customers, the regulatory environment, business geography, and the level at which the Chief Operating Decision Maker evaluates the performance and allocates resources. Given the similarities in the types of products, cannabis products in various form factors, the types of customers, retail and wholesale customers, the geography and regulatory environment in which sales are made, the United States, and the Chief Operating Decision Maker, the Chief Executive Officer, assesses performance and allocates resources at the consolidated level, the Company has determined that it only has one reportable segment, cannabis.

The Company’s Chief Executive Officer is the Company’s chief operating decision maker. The chief operating decision maker assesses performance for the cannabis segment and decides how to allocate resources based on operating profit and net income that also is reported on the income statement as consolidated net income. The measure of segment assets is reported on the balance sheet total as consolidated assets. The chief operating decision maker uses net income to evaluate income generated from segment assets in deciding the appropriate capital allocation strategy. A comparison of budgeted results to actual results is also used by the chief operating decision maker to assess business performance.

The Company’s cannabis segment cultivates, processes and distributes medical and adult-use cannabis products in a variety of formats, as well as related accessories in the United States. Revenue is derived from the sale of these products in the United States, and the assets used to produce these products are also held in the United States. The accounting policy for recording revenue, and all other accounting policies, are the same as those described in the summary of significant accounting policies footnote (Note 2).

20. Supplemental Cash Flow Information⁽¹⁾

	March 31,		March 31,
	2025		2024
Cash paid for interest	$	7,087,258	$	6,799,193
Cash paid for income taxes		—		—
Change in construction accrued expenses		(77,312)		(121,433)

(1) For supplemental cash flow information related to leases, refer to Note 9.

21. Financial Instruments

Credit risk

Credit risk is the risk of loss associated with counterparty’s inability to fulfill its payment obligations. The Company’s credit risk is primarily attributable to cash, and accounts receivable. A small portion of cash is held on hand, from which management believes the risk of loss is remote. Receivables relate primarily to wholesale sales. The Company does not have significant credit risk with respect to customers. The Company’s maximum credit risk exposure is equivalent to the carrying value of these instruments. The Company has been granted licenses pursuant to the laws of the states of Maryland, Minnesota, and New York with respect to cultivating, processing, and/or distributing marijuana. Presently, this industry is illegal under United States federal law. The Company has adhered, and intends to continue to adhere, strictly to the applicable state statutes in its operations.

Liquidity risk

The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As of March 31, 2025, the Company’s financial liabilities consist of accounts payable, accrued liabilities, debt,

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convertible debt, liabilities held for sale, and uncertain tax liabilities. The Company manages liquidity risk by reviewing its capital requirements on an ongoing basis. Historically, the Company’s main source of funding has been additional funding from investors and debt issuances. The Company’s access to financing is always uncertain. There can be no assurance of continued access to significant equity or debt financing.

Legal Risk

Vireo Growth operates in the United States. The U.S. federal government regulates drugs through the Controlled Substances Act (21 U.S.C. § 811), which places controlled substances, including cannabis, in a schedule. Cannabis is classified as a Schedule I drug. Under U.S. federal law, a Schedule I drug or substance has a high potential for abuse, no accepted medical use in the U.S., and a lack of accepted safety for the use of the drug under medical supervision. The U.S. Food and Drug Administration has not approved marijuana as a safe and effective drug for any indication. In the U.S. marijuana is largely regulated at the state level. State laws regulating cannabis are in direct conflict with the federal Controlled Substances Act, which makes cannabis use and possession federally illegal.

Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign currency rates. Given the Company’s financial transactions are rarely denominated in a foreign currency, there is minimal foreign currency risk exposure.

Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company currently carries variable interest-bearing debt subject to fluctuations in the United States Prime rate. A change of 100 basis points in interest rates during the three months ended March 31, 2025, would have resulted in a corresponding change in the statement of loss and comprehensive loss of $140,878.

22. Related Party Transactions

As of March 31, 2025, and December 31, 2024, there were $0 due to related parties.

Details surrounding the lending relationships between the Company and Chicago Atlantic, are described in Notes 12 and 13.

Our Chief Executive Officer, John Mazarakis, serves as a partner of Chicago Atlantic Group, LP, which is an affiliate of the Agent, our senior secured lender under the Credit Facility. Given his ownership interest in the Agent and its affiliates, Mr. Mazarakis has an approximate 29% interest in the Company’s transactions with the Agent. See "Item 13. Certain Relationships and Related Transactions and Director Independence" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

23. Subsequent Events

None.

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,

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations together with the financial information and the notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report on Form 10-Q, including information with respect to our outlook, plans and strategy for our business and potential financing, includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or “forward-looking information” within the meaning of Canadian securities laws. These statements are often identified by the use of words such as “anticipate,” “believe,” “continue,” “remain,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “will,” “would,” “should,” “potential,” “intention,” “strategy,” “strategic,” “approach,” “subject to,” “possible,” “pending,” “if,” or the negative or plural of these words or similar expressions or variations. Such forward-looking statements and forward-looking information are subject to a number of risks, uncertainties, assumptions and other factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by the forward-looking statements or forward-looking information. Factors that could cause or contribute to such differences include, but are not limited to, those identified in this Quarterly Report on Form 10-Q and those discussed in the section titled “Risk Factors” set forth in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024, as amended, and in our other SEC and Canadian public filings. Such forward-looking statements reflect our beliefs and opinions on the relevant subject based on information available to us as of the date of this report, and while we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements. You should not rely upon forward-looking statements or forward-looking information as predictions of future events. Furthermore, such forward-looking statements or forward-looking information speak only as of the date of this report. Except as required by law, we undertake no obligation to update any forward-looking statements or forward-looking information to reflect events or circumstances after the date of such statements.

Amounts are presented in United States dollars, except as otherwise indicated.

Overview of the Company

Vireo Growth is a cannabis company whose mission is to provide safe access, quality products and value to its customers while supporting its local communities through active participation and restorative justice programs. The Company is evolving with the industry and is in the midst of a transformation to being significantly more customer-centric across its operations, which include cultivation, manufacturing, wholesale and retail business lines. With our core operations strategically located in three limited-license markets through our state-licensed subsidiaries, we cultivate and manufacture cannabis products and distribute these products through our growing network of Green Goods^® and other retail dispensaries we own or operate as well as to third-party dispensaries in the markets in which our subsidiaries hold operating licenses.

Operating Segment

We report our operating results in one business segment: the cultivation, production, and sale of cannabis. We cultivate, manufacture, and distribute cannabis products to third parties in wholesale markets and cultivate, manufacture, and sell cannabis products directly to approved patients and adult-use-customers in our owned or operated retail stores.

During the three months ended March 31, 2025, the Company had operating revenue in three states: Maryland, Minnesota, and New York. Retail revenues during the three months ended March 31, 2025 were derived from sales in 14 dispensaries throughout these three states. We had eight operational dispensaries in Minnesota, four in New York, and two in Maryland. Wholesale revenues were derived from sales of products to third parties in Maryland, Minnesota, and New York.

Merger Agreements with Deep Roots, Proper and Wholesome

On December 18, 2024, we entered into the Merger Agreements with respect the Mergers. Each Merger is an all-share transaction whereby, at the closing of each applicable transaction, (i) a new wholly-owned subsidiary of the

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Company would merge with and into Deep Roots, (ii) a new wholly-owned subsidiary of the Company would merge with and into Wholesome, and (ii) the Proper entities would each merge with and into new wholly-owned subsidiaries of the Company. None of the Deep Roots Merger, the Proper Mergers or the Wholesome Merger is contingent on the completion of any of the other Mergers.  

Three months ended March 31, 2025, Compared to Three months ended March 31, 2024

Revenue

We derived our revenue from cultivating, processing, and distributing cannabis products through our fourteen dispensaries in three states and our wholesale sales to third parties in three states. For the three months ended March 31, 2025, 78% of our revenue was generated from retail dispensaries and 22% from the wholesale business. For the three months ended March 31, 2024, 81% of our revenue was generated from retail business and 19% from wholesale business.

For the three months ended March 31, 2025, Minnesota operations contributed approximately 47% of revenues, New York contributed 9%, and Maryland contributed 44%. For the three months ended March 31, 2024, Minnesota operations contributed approximately 46% of revenues, New York contributed 12%, and Maryland contributed 42%.

Revenue for the three months ended March 31, 2025, was $24,540,641, an increase of $453,326 or 2% compared to revenue of $24,087,315 for the three-months ended March 31, 2024. The increase is primarily attributable to increased revenue contributions from the Maryland wholesale business partially offset by the decrease in New York revenues.

Retail revenue for the three months ended March 31, 2025, was $19,233,641 a decrease of $365,799 or 2% compared to retail revenue of $19,599,440 for the three months ended March 31, 2024, primarily due to decreased revenue contributions from the New York business.

Wholesale revenue for the three months ended March 31, 2025, was $5,307,000, an increase of $819,125 compared to wholesale revenue of $4,487,875 for the three months ended March 31, 2024. The increase was primarily due to increased revenue contributions from the Maryland business.

	Three Months Ended
	March 31,
	2025		2024		$ Change		% Change
Retail:
MN	$	11,209,204	$	10,977,089	$	232,115	2	%
NY		1,205,045		1,821,269		(616,224)	(34)	%
MD		6,819,392		6,801,082		18,310	0	%
Total Retail	$	19,233,641	$	19,599,440	$	(365,799)	(2)	%
Wholesale:
MD	$	4,089,238		3,353,661		735,577	22	%
NY		936,351		1,134,214		(197,863)	(17)	%
MN		281,411		—		281,411	100	%
Total Wholesale	$	5,307,000	$	4,487,875	$	819,125	18	%
Total Revenue	$	24,540,641	$	24,087,315	$	453,326	2	%
NY	$	(2,141,396)	$	(2,955,483)	$	814,087	(28)	%
Total Revenue excluding NY	$	22,399,245	$	21,131,832	$	1,267,413	6	%

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Cost of Sales and Gross Profit

Gross profit reflects total net revenue less cost of sales. Cost of sales represents the costs attributable to producing bulk materials and finished goods, which includes direct materials, labor, and certain indirect costs such as depreciation, insurance, utilities and valuation adjustments. Cannabis costs are affected by various state regulations that limit the sourcing and procurement of cannabis product, which may create fluctuations in gross profit over comparative periods as the regulatory environment changes.

Cost of sales are determined from costs related to the cultivation and processing of cannabis and cannabis-derived products as well as the cost of finished goods inventory purchased from third parties and valuation adjustments.

Cost of sales for the three months ended March 31, 2025, was $12,128,329, an increase of $285,441 compared to the three months ended March 31, 2024, of $11,842,888.

Gross profit for the three months ended March 31, 2025, was $12,412,312, representing a gross margin of 51%. This is compared to gross profit for the three months ended March 31, 2024, of $12,244,427 or a 51% gross margin. The increase in gross profit was driven by an increase in sales holding flat margins.

We believe our current production capacity has not been fully realized and we expect future operations to benefit from increased revenue growth reflective of higher demand, increased product output and new product development. However, we expect gradual price compression as markets mature, which could place downward pressure on our retail and wholesale gross margins.

Total Expenses

Total expenses other than the cost of sales consist of selling costs to support customer relationships, marketing, and branding activities. It also includes a significant investment in the corporate infrastructure required to support ongoing business.

Selling costs generally correlate to revenue. In the short-term as a percentage of sales, we expect selling costs to remain relatively flat.  However, as anticipated positive regulatory developments in our core markets occur, we expect selling costs as a percentage of sales to decrease via growth in our retail and wholesale channels.

General and administrative expenses also include costs incurred at the corporate offices, primarily related to personnel costs, including salaries, benefits, and other professional service costs, as well as corporate insurance, legal and professional fees associated with being a publicly traded company. We expect general and administrative expenses as a percentage of sales to decrease as we realize revenue growth organically and through anticipated positive regulatory developments in our core markets.

Total expenses for the three months ended March 31, 2025, were $10,436,623 an increase of $2,951,640 compared to total expenses of $7,484,983 for the three months ended March 31, 2024. The increase in total expenses is primarily attributable to a increase in stock-based compensation expense and transaction costs associated with the Merger transactions.

Operating Income before Other Income (Expense) and Income Taxes

Operating income before other income (expense) and provision for income taxes for the three months ended March 31, 2025, was $1,975,689 a decrease of $2,783,755 compared to $4,759,444 for the three months ended March 31, 2024.

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Total Other Expense

Total other expense for the three months ended March 31, 2025, was $6,809,479, a decrease of $716,425 compared to other expense of $7,525,904 for the three months ended March 31, 2024. This change is primarily attributable to increased other income driven by the increasing value of the warrants we hold in Grown Rogue.

Provision for Income Taxes

Income tax expense is recognized based on the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at year-end. For the three months ended March 31, 2025, tax expense totaled $1,675,000 compared to tax expense of $3,945,000 for the three months ended March 31, 2024.

NON-GAAP MEASURES

EBITDA is a non-GAAP measure that does not have a standardized definition under the generally accepted accounting principles in the United States of America (“GAAP”). Total Revenues excluding revenues from states where we have divested operations is also a non-GAAP measure that does not have a standardized definition under GAAP. The following information provides reconciliations of the supplemental non-GAAP financial measure EBITDA presented herein to the most directly comparable financial measures calculated and presented in accordance with GAAP.  Reconciliations of the supplemental non-GAAP financial measure Total Revenues that excludes revenues from states where we have divested operations presented herein to the most directly comparable financial measures calculated in accordance with GAAP can be found in the tables above where the measure appears. We have provided these non-GAAP financial measures, which are not calculated or presented in accordance with GAAP, as supplemental information and in addition to the financial measures that are calculated and presented in accordance with GAAP. These supplemental non-GAAP financial measures are presented because management has evaluated the financial results both including and excluding the adjusted items and believes that the supplemental non-GAAP financial measures presented provide additional perspective and insights when analyzing the core operating performance of the business. This supplemental non-GAAP financial measures should not be considered superior to, as a substitute for, or as an alternative to, and should be considered in conjunction with, the GAAP financial measures presented.

	Three Months Ended
	March 31,
	2025		2024
Net income (loss)	$	(6,508,790)	$	(6,711,460)
Interest expense, net		7,599,517		8,722,637
Income taxes		1,675,000		3,945,000
Depreciation & Amortization		257,134		253,581
Depreciation and amortization included in cost of sales		570,040		584,958
EBITDA (non-GAAP)	$	3,592,901	$	6,794,716
Inventory adjustment		433,000		304,000
Grown Rogue termination fee included in cost of goods sold		266,667		—
Stock-based compensation		1,460,850		179,789
Transaction related expenses		1,244,696		—
Other income		(790,038)		(1,327,879)
Severance expense		379,916		—
Loss on disposal of assets		—		120,856
Adjusted EBITDA (non-GAAP)	$	6,587,992	$	6,071,482

Liquidity, Financing Activities During the Period, and Capital Resources

We are an early-stage growth company. We are generating cash from sales and deploying our capital reserves to acquire and develop assets capable of producing additional revenues and earnings over both the immediate and near term. Capital

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reserves are for capital expenditures and improvements in existing facilities, product development and marketing, customer, supplier, investor, industry relations, and working capital.

Current management forecasts and related assumptions support the view that we can adequately manage the operational needs of the business.

Credit Facility

During 2017 the Company signed a promissory note payable in the amount of $1,010,000. The note bears interest at a rate of 15% per annum with interest payments required on a monthly basis. In 2019 the Company’s promissory note payable in the amount of $1,010,000 was modified to increase the amount payable to $1,110,000. The Company paid the note off in full during the year ended December 31, 2024.

On November 19, 2021, the Company signed a promissory note payable in the amount of $2,000,000 in connection with the acquisition of Charm City Medicus, LLC. The note bears an interest rate of 8% per annum with interest payments due on the last day of each calendar quarter. On November 19, 2023, the Company and lender amended the note. Per the terms of the amendment, the interest rate was modified to 15%, and the Company paid off $1,000,000 of principal. On November 27, 2024, the Company and lender executed the second amendment to the note. Per the terms of the amendment, the maturity date was extended, the interest rate was increased to 18%, and the Company repaid $100,000 in principal. The remaining principal balance of $900,000 was repaid in full during the three months ended March 31, 2025.

On March 25, 2021, the Company entered into a credit agreement for a senior secured delayed draw term loan with an aggregate principal amount of up to $46,000,000 (the “Credit Facility”), and executed a draw of $26,000,000 in principal. The unpaid principal amounts outstanding under the Credit Facility bear interest at a rate of (a) the U.S. prime rate plus 10.375%, payable monthly in cash, and (b) 2.75% per annum paid in kind (“PIK”) interest payable monthly. In connection with the Credit Facility, the Company also pays a monthly credit monitoring fee in the amount of $130,400 which is included in interest expense in the consolidated statements of loss and comprehensive loss for the three months ended March 31, 2025 and 2024.

On November 18, 2021, the Company and lenders amended the Credit Facility to provide for an additional loan of $4,200,000 with a cash interest rate of 15% per annum and PIK interest of 2% per annum and a maturity date of November 29, 2024. Obligations under the Credit Facility are secured by substantially all the assets of the Company.

On January 31, 2022, Vireo Growth and certain of its subsidiaries, as borrowers (collectively, “Borrowers”), entered into a Third Amendment to the Credit Facility (the “Third Amendment”) providing for additional delayed draw term loans of up to $55 million (the “Delayed Draw Loans”). The cash interest rate on the Delayed Draw Loans under the Third Amendment is equal to the U.S. prime rate plus 10.375%, with a minimum required rate of 13.375% per annum, in addition to PIK interest of 2.75% per annum.

On March 31, 2023, the Company executed a fifth amendment to its Credit Facility with its senior secured lender, Chicago Atlantic Admin, LLC (the "Agent"), an affiliate of Green Ivy Capital, and a group of lenders. The amended credit facility extends the maturity date on its Delayed Draw Loans to April 30, 2024, through the issuance of 15,000,000 Subordinate Voting Shares in lieu of a cash extension fee. These 15,000,000 shares were valued at $1,407,903 using a fair value per share of $0.094 and considered a deferred financing cost. The fair value per share reflects a 22% discount to the market price at the time of issuance to account for the four-month trading lock-up imposed on the shares. The amendment also provides the Company with reduced cash outlays by eliminating required amortization of the loan, and requires the Company to divest certain assets to improve its liquidity position and financial performance. The Company has the potential to extend the maturity date on its Delayed Draw Loans up to January 31, 2026 with the satisfaction of certain financial performance-related conditions.

On April 30, 2024, the Company executed a short-term extension of the maturity date on the Credit Facility with the Agent. The Credit Facility was extended until June 14, 2024, matching all other terms of the existing agreement. On June 14, 2024, another short-term extension was executed which extended the maturity date on the Credit Facility to July 31, 2024, matching all other terms of the existing agreement.

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On May 21, 2024 the Company executed a $1,200,000 term loan with the Agent to assist with the purchase of a site for a new dispensary location. The loan bears an interest rate of 12.0% and is due on May 28, 2027. Financing costs of $68,600 were incurred in connection with the closing of the loan.

On July 31, 2024, the Company executed a ninth amendment to the Company’s Credit Facility. The ninth amendment to the Company’s Credit Facility extends the maturity date on the Credit Facility loans to January 29, 2027, adjusts and extends the deadline with respect to the Company’s ongoing disposition of its New York operations through July 31, 2025, and amends certain financial measure definitions and covenants within the agreement. The Company issued 12,500,000 Subordinate Voting Shares to the lenders in consideration for the credit facility amendment. These 12,500,000 shares were valued at $5,387,500 using a fair value per share of $0.431 and considered a deferred financing cost.

Unless otherwise specified, all deferred financing costs are treated as a contra-liability, to be netted against the outstanding loan balance and amortized over the remaining life of the loan. As of March 31, 2025, $5,704,752 (December 31, 2024 - $6,576,985) of deferred financing costs remain unamortized.

Convertible Notes

On July 31, 2024, the holders voluntarily converted convertible notes issued in 2023 into 73,016,061 Subordinate Voting Shares of the Company.

On November 1, 2024, the Company entered into a Joinder and Tenth Amendment to Credit Agreement. The Tenth Amendment provides a convertible note facility (the “New Convertible Notes”) with a maximum principal amount of $10,000,000. The New Convertible Notes mature November 1, 2027, have a cash interest rate of 12.0 percent per year, are convertible into that number of the Company’s subordinate voting shares determined by dividing the outstanding principal amount plus all accrued but unpaid interest on the Convertible Notes on the date of such conversion by a conversion price of $0.625. The Company incurred $145,717 in financing costs in connection with the signing of the Tenth Amendment.

All deferred financing costs are treated as a contra-liability, to be netted against the outstanding loan balance and amortized over the remaining life of the loan. As of March 31, 2025, $125,472 (December 31, 2024 - $137,622) of deferred financing costs remain unamortized.

Cash Used in Operating Activities

Net cash used in operating activities was $3.3 million for the three months ended March 31, 2025, an increase of $2.1 million as compared to $1.2 million for the three months ended March 31, 2024. The increase is primarily attributed to less favorable changes in working capital, particularly assets held for sale, and increased transaction costs associated with the Merger transactions.

Cash Used in Investing Activities

Net cash used in investing activities was $1.1 million for the three months ended March 31, 2025, an increase of $0.1 million compared to net cash used in investing activities of $1.0 million for the three months ended March 31, 2024. The increase is primarily attributable to increased property, plant, and equipment additions relative to the prior year.

Cash Used in Financing Activities

Net cash used in financing activities was $0.9 million for the three months ended March 31, 2025, a change of $0.2 million as compared to $1.1 million used in financing activities in the three months ended March 31, 2024. The change was principally due to decreased debt principal payments during the three months ended March 31, 2025 relative to the prior year quarter.

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Lease Transactions

As of March 31, 2025, we have entered into lease agreements for the use of buildings used in cultivation, production and/or sales of cannabis products in Maryland, Minnesota, and New York.

The lease agreements for all of the retail space used for our dispensary operations are with third-party landlords and remaining duration ranges from 1 to 6 years. These agreements are short-term facility leases that require us to make monthly rent payments as well as funding common area costs, utilities and maintenance. In some cases, we have received tenant improvement funds to assist in the buildout of the space to meet our operating needs. As of March 31, 2025, we operated 14 retail locations secured under these agreements.

We have also entered into sale and leaseback arrangements for our cultivation and processing facilities in Minnesota and New York with a special-purpose real estate investment trust. These leases are long-term agreements that provide, among other things, funds to make certain improvements to the property that will significantly enhance production capacity and operational efficiency of the facility.

Excluding any contracts under one year in duration, the future minimum lease payments (principal and interest) on all our leases are as follows:

	Operating Leases		Finance Leases
	December 31, 2024		December 31, 2024		Total
2024	$	2,242,480	$	10,352,595	$	12,595,075
2025		2,727,346		14,183,661		16,911,007
2026		2,474,144		14,606,527		17,080,671
2027		2,254,049		15,042,128		17,296,177
2028		1,300,615		15,490,852		16,791,467
Thereafter		6,523,900		203,082,066		209,605,966
Total minimum lease payments	$	17,522,534	$	272,757,829	$	290,280,363
Less discount to net present value		(5,982,885)		(177,360,043)		(183,342,928)
Less liabilities held for sale		(2,558,483)		(86,792,673)		(89,351,156)
Present value of lease liability	$	8,981,166	$	8,605,113	$	17,586,279

ADDITIONAL INFORMATION

Outstanding Share Data

As of May 7, 2025, we had 367,292,288 shares issued and outstanding on an as converted basis, consisting of the following:

(a)  Subordinate Voting Shares

339,475,288 shares issued and outstanding. The holders of Subordinate Voting Shares are entitled to one vote per share at all shareholder meetings. The Company is authorized to issue an unlimited number of no-par value Subordinate Voting Shares.

(b)  Multiple Voting Shares

278,170 shares issued and outstanding. The holders of Multiple Voting Shares are entitled to one hundred votes per share at all shareholder meetings. Each Multiple Voting Share is exchangeable for one hundred subordinate voting shares. The Company is authorized to issue an unlimited number of Multiple Voting Shares.

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Options, Warrants, and Convertible Promissory Notes

As of March 31, 2025, we had 30,731,300 employee stock options outstanding, 71,156,247 RSUs outstanding, 3,037,649 Subordinate Voting Share compensation warrants denominated in C$ related to financing activities, and 15,503,937 Subordinate Voting Share compensation warrants outstanding.

Off-Balance Sheet Arrangements

As of the date of this filing, we do not have any off-balance-sheet arrangements that have, or are reasonably likely to have, a current or future effect on our results of operations or financial condition, including, and without limitation, such considerations as liquidity and capital resources.

Critical Accounting Policies and Estimates

There have been no material changes to our critical accounting policies and estimates from the information provided in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in our Annual Report on Form 10-K for the year ended December 31, 2024, as amended.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Quantitative and qualitative disclosures about market risk have been omitted as permitted under rules applicable to smaller reporting companies.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the appropriate time periods, and that such information is accumulated and communicated to the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely discussions regarding required disclosure. We, under the supervision of and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2025, and, based on that evaluation, have concluded that the design and operation of our disclosure controls and procedures were effective as of such date.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended March 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

We are involved in various regulatory issues, claims and lawsuits arising in the ordinary course of business, none of which, in the opinion of management, is expected to have a material, adverse effect on our results of operations or financial condition. The information contained in Part I, Item 1. Financial Statement and Supplementary Date - Note 16, "Commitments and Contingencies," under the heading "Legal Proceedings," is incorporated by reference into this Item 1.

32

Item 1A. Risk Factors

Not applicable.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the three months ended March 31, 2025, 7,201 Multiple Voting Shares were converted into 720,100 Subordinate Voting Shares for no additional consideration pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”).

During the three months ended March 31, 2025, stock warrants were exercised for 265,626 Subordinate Voting Shares pursuant to Section 4 (a)(2) of the Securities Act. Proceeds from these transactions were $38,516.

Except as noted above or as previously reported, there were no unregistered sales of equity securities or repurchase of equity securities occurred during the three months ended March 31, 2025.

Item 5. Other Information

Insider Trading Arrangements

During the three months ended March 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) adopted, modified or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933).

33

Item 6. Exhibits

Exhibit No.	Description of Exhibit
2.2	Agreement and Plan of Merger, dated as of December 18, 2024, by and among Vireo DR Merger Sub Inc., Vireo Growth Inc., Deep Roots Holdings, Inc. and Shareholder Representative Services LLC (incorporated by reference to Exhibit 2.2 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024)
2.3	Agreement and Plan of Merger, dated as of December 18, 2024, by and among Vireo PR Merger Sub Inc., Vireo PR Merger Sub II Inc., Vireo Growth Inc., NGH Investments, Inc., Proper Holdings Management, Inc., Proper Holdings, LLC and Shareholder Representative Services LLC (incorporated by reference to Exhibit 2.3 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024)
2.4	Agreement and Plan of Merger, dated as of December 18, 2024, by and among Vireo WH Merger Sub Inc., Vireo Growth Inc., WholesomeCo, Inc. and Shareholder Representative Services LLC (incorporated by reference to Exhibit 2.4 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024)
2.5	First Amendment to Merger Agreement, by and among Vireo PR Merger Sub Inc., Vireo PR Merger Sub II Inc., Vireo Growth Inc., NGH Investments, Inc., Proper Holdings Management, Inc. and Proper Holdings, LLC (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on March 20, 2025)
2.6	First Amendment to Merger Agreement, by and among Vireo DR Merger Sub Inc., Vireo Growth Inc. and Deep Roots Holdings, Inc. (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on March 20, 2025)
2.7	First Amendment to Merger Agreement, by and among Vireo WH Merger Sub Inc., Vireo Growth Inc. and WholesomeCo, Inc. (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed on March 20, 2025)
10.88	Letter Agreement, dated January 23, 2025, by and between Vireo Growth Inc. and Bill’s Nursery, Inc. (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on January 27, 2025)
10.89	First Amendment to Employment Agreement, dated March 6, 2025, by and between Vireo Growth Inc. and John Mazarakis (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed March 9, 2025)
10.90	First Amendment to Employment Agreement, dated March 6, 2025, by and between Vireo Growth Inc. and Tyson Macdonald (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed March 9, 2025)
31.1	Rule 13a-14(a)/15d-14(a) certification of Chief Executive Officer
31.2	Rule 13a-14(a)/15d-14(a) certification of Chief Financial Officer
32.1	Section 1350 certification, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101	Includes the following financial and related information from Vireo Growth’s Quarterly Report on Form 10-Q as of and for the quarter ended March 31, 2025, formatted in Inline Extensible Business Reporting Language (iXBRL): (1) the Consolidated Balance Sheets, (2) the Consolidated Statements of Income, (3) the Consolidated Statements of Comprehensive Income, (4) the Consolidated Statements of Changes in Stockholders’ Equity, (5) the Consolidated Statements of Cash Flows, and (6) Notes to Consolidated Financial Statements.
104	The cover page from this Quarterly Report on Form 10-Q, formatted in Inline XBRL.

34

SIGNATURES

Pursuant to requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	VIREO GROWTH INC. (Registrant)
Date: May 9, 2025	By:	/s/ John Mazarakis
		Name:	John Mazarakis
		Title:	Chief Executive Officer and Co-Executive Chairman (principal executive officer)
Date: May 9, 2025	By:	/s/ Tyson Macdonald
		Name:	Tyson Macdonald
		Title:	Chief Financial Officer (principal financial officer)
Date: May 9, 2025	By:	/s/ Joseph Duxbury
		Name:	Joseph Duxbury
		Title:	Chief Accounting Officer (principal accounting officer)

35

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John Mazarakis, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Vireo Growth Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 9, 2025 By: /s/ John Mazarakis

John Mazarakis

Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Tyson Macdonald, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Vireo Growth Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 9, 2025

By:/s/ Tyson Macdonald

Tyson Macdonald

Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the report of Vireo Growth Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned, in the capacities and on the dates indicated below, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ John Mazarakis

John Mazarakis

Title: Chief Executive Officer

Date: May 9, 2025

/s/ Tyson Macdonald

Tyson Macdonald

Title: Chief Financial Officer

Date: May 9, 2025

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2025	May 07, 2025
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2025
Document Transition Report	false
Securities Act File Number	000-56225
Entity Registrant Name	VIREO GROWTH INC.
Entity Incorporation, State or Country Code	CA
Entity Tax Identification Number	82-3835655
Entity Address, Address Line One	207 South 9th Street
Entity Address, City or Town	Minneapolis
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55402
City Area Code	(612)
Local Phone Number	999-1606
Title of 12(b) Security	None
No Trading Symbol Flag	true
Security Exchange Name	NONE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Central Index Key	0001771706
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2025
Document Fiscal Period Focus	Q1
Amendment Flag	false
Subordinate Voting Shares
Document and Entity Information
Entity Common Stock, Shares Outstanding		339,475,288
Multiple Voting Shares
Document and Entity Information
Entity Common Stock, Shares Outstanding		278,170
Super Voting Shares
Document and Entity Information
Entity Common Stock, Shares Outstanding		0

XML

CONSOLIDATED BALANCE SHEETS - USD ($)	Mar. 31, 2025	Dec. 31, 2024
Current assets:
Cash	$ 86,260,997	$ 91,604,970
Accounts receivable, net of credit losses of $84,990 and $244,264, respectively	3,983,466	4,590,351
Income tax receivable	11,367,067	12,027,472
Inventory	23,343,300	21,666,364
Prepayments and other current assets	1,785,664	1,650,977
Warrants held	1,751,906	2,270,964
Assets held for sale	99,941,960	96,560,052
Total current assets	228,434,360	230,371,150
Property and equipment, net	32,836,175	32,311,762
Operating lease, right-of-use asset	7,660,568	7,859,434
Intangible assets, net	7,694,517	7,899,328
Deposits	421,244	421,244
Total assets	277,046,864	278,862,918
Current liabilities
Accounts payable and accrued liabilities	12,197,467	10,456,036
Long-term debt, current portion		900,000
Right of use liability	1,148,991	1,400,015
Uncertain tax liability	34,959,000	33,324,000
Liabilities held for sale	89,351,157	89,387,203
Total current liabilities	137,656,615	135,467,254
Right-of-use liability	16,437,288	16,494,439
Other long-term liabilities	37,278	37,278
Convertible debt, net	9,874,521	9,862,378
Long-term debt, net	62,603,583	61,438,046
Total liabilities	226,609,285	223,299,395
Commitments and contingencies (refer to Note 16)
Stockholders' equity (deficiency)
Additional paid in capital	288,381,930	286,999,084
Accumulated deficit	(237,944,351)	(231,435,561)
Total stockholders' equity (deficiency)	50,437,579	55,563,523
Total liabilities and stockholders' equity (deficiency)	277,046,864	278,862,918
Subordinate Voting Shares
Stockholders' equity (deficiency)
Common stock
Multiple Voting Shares
Stockholders' equity (deficiency)
Common stock

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2025	Dec. 31, 2024
Common stock
Accounts receivable, credit losses	$ 84,990	$ 244,264
Subordinate Voting Shares
Common stock
Common stock, authorized	Unlimited	Unlimited
Common stock, issued	339,475,288	337,512,681
Common stock, outstanding	339,475,288	337,512,681
Multiple Voting Shares
Common stock
Common stock, authorized	Unlimited	Unlimited
Common stock, issued	278,170	285,371
Common stock, outstanding	278,170	285,371

XML

CONSOLIDATED STATEMENTS OF NET LOSS AND COMPREHENSIVE LOSS - USD ($)	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
CONSOLIDATED STATEMENTS OF NET LOSS AND COMPREHENSIVE LOSS
Revenue	$ 24,540,641	$ 24,087,315
Cost of sales
Product costs	11,695,329	12,146,888
Inventory valuation adjustments	433,000	(304,000)
Gross profit	12,412,312	12,244,427
Operating expenses:
Selling, general and administrative expenses	7,473,943	7,051,613
Transaction related expenses	1,244,696
Stock-based compensation expenses	1,460,850	179,789
Depreciation	77,102	73,547
Amortization	180,032	180,034
Total operating expenses	10,436,623	7,484,983
Income from operations	1,975,689	4,759,444
Other income (expense):
Interest expenses, net	(7,599,517)	(8,722,637)
Gain (loss) on disposal of assets		(120,856)
Other income (expenses)	790,038	1,317,589
Other income (expenses), net	(6,809,479)	(7,525,904)
Loss before income taxes	(4,833,790)	(2,766,460)
Current income tax expenses	(1,675,000)	(3,945,000)
Net loss and comprehensive loss	$ (6,508,790)	$ (6,711,460)
Net loss per share - basic (in dollars per share)	$ (0.02)	$ (0.05)
Net loss per share - diluted (in dollars per share)	$ (0.02)	$ (0.05)
Weighted average shares used in computation of net loss per share - basic (in shares)	366,800,177	143,126,330
Weighted average shares used in computation of net loss per share - diluted (in shares)	366,800,177	143,126,330

XML

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY) - USD ($)	Common stock Subordinate Voting Shares	Common stock Multiple Voting Shares	Additional Paid In Capital	Accumulated Deficit	Subordinate Voting Shares	Multiple Voting Shares	Total
Balance at the beginning at Dec. 31, 2023			$ 187,384,403	$ (203,428,052)			$ (16,043,649)
Balance at the beginning (in shares) at Dec. 31, 2023	110,007,030	331,193
Conversion of MVS shares (in shares)	1,034,200	(10,342)					1,034,200
Stock-based compensation			179,789				$ 179,789
Net Loss				(6,711,460)			(6,711,460)
Balance at the end at Mar. 31, 2024			187,564,192	(210,139,512)			(22,575,320)
Balance at the end (in shares) at Mar. 31, 2024	111,041,230	320,851
Balance at the beginning at Dec. 31, 2023			187,384,403	(203,428,052)			$ (16,043,649)
Balance at the beginning (in shares) at Dec. 31, 2023	110,007,030	331,193
Options exercised (in shares)							50,000
Balance at the end at Dec. 31, 2024			286,999,084	(231,435,561)			$ 55,563,523
Balance at the end (in shares) at Dec. 31, 2024	337,512,681	285,371			337,512,681	285,371
Conversion of MVS shares (in shares)	720,100	(7,201)
Stock-based compensation			1,460,850				1,460,850
Stock issuance (in shares)	1,077,859
Net settlement of stock-based compensation			(139,630)				(139,630)
Net settlement of stock-based compensation (in shares)	(239,633)
Options exercised			23,110				$ 23,110
Options exercised (in shares)	138,655				138,655		138,654
Warrants exercised			38,516				$ 38,516
Warrants exercised (in shares)	265,626				265,626
Conversion of convertible debt (in shares)					720,100
Net Loss				(6,508,790)			(6,508,790)
Balance at the end at Mar. 31, 2025			$ 288,381,930	$ (237,944,351)			$ 50,437,579
Balance at the end (in shares) at Mar. 31, 2025	339,475,288	278,170			339,475,288	278,170

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2025	Mar. 31, 2024	Dec. 31, 2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (6,508,790)	$ (6,711,460)
Adjustments to reconcile net loss to net cash used in operating activities:
Inventory valuation adjustments	433,000	(304,000)
Depreciation	77,102	73,547
Depreciation capitalized into inventory	545,262	560,180
Non-cash operating lease expense	121,038	103,564
Amortization of intangible assets	180,032	180,034
Amortization of intangible assets capitalized into inventory	24,778	24,778
Stock-based payments	1,321,220	179,789
Warrants held	519,058	(1,327,879)
Interest Expense	1,213,681	2,015,889
Accretion of interest on right-of-use finance lease liabilities	50,284	52,815
Loss (gain) on disposal of assets		120,856
Change in operating assets and liabilities:
Accounts Receivable	606,886	348,817
Prepaid expenses	(134,688)	290,106
Inventory	(2,032,109)	299,252
Income taxes	660,406	175,203
Uncertain tax position liabilities	1,635,000	3,760,000
Accounts payable and accrued liabilities	1,818,743	174,340
Changes in operating lease liabilities	(358,459)	(168,746)
Change in assets and liabilities held for sale	(3,495,266)	(1,037,417)
Net cash used in operating activities	(3,322,822)	(1,190,332)
CASH FLOWS FROM INVESTING ACTIVITIES:
PP&E Additions	(1,146,777)	(899,264)
Deposits		(150,100)
Net cash used in investing activities	(1,146,777)	(1,049,364)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from warrant exercises	38,516
Proceeds from option exercises	23,110
Debt principal payments	(936,000)	(1,050,000)
Lease principal payments		(71,066)
Net cash used in financing activities	(874,374)	(1,121,066)
Net change in cash	(5,343,973)	(3,360,762)
Cash, beginning of period	91,604,970	15,964,665	$ 15,964,665
Cash, end of period	$ 86,260,997	$ 12,603,903	$ 91,604,970

XML

Description of Business and Summary

3 Months Ended

Mar. 31, 2025

Description of Business and Summary

Description of Business and Summary

VIREO GROWTH INC.

Notes to Unaudited Condensed Consolidated Financial Statements

1. Description of Business and Summary

Vireo Growth Inc. (“Vireo Growth” or the “Company”) (formerly, Goodness Growth Holdings, Inc.) was incorporated under the Alberta Business Corporations Act on November 23, 2004. The Company was previously listed on the Canadian Securities Exchange (the “CSE”) under ticker symbol “GDNS”. On July 8, 2024, the Company changed its name to Vireo Growth Inc., its ticker symbol on the CSE to “VREO” and its ticker symbol on the OTCQX to “VREOF.”

Vireo Growth is a cannabis company whose mission is to provide safe access, quality products and value to its customers while supporting its local communities through active participation and restorative justice programs. Vireo Growth operates cannabis cultivation, production, and dispensary facilities in Maryland, Minnesota, and New York.

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 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, no accepted medical use in the United States, and a lack of safety for the use of the drug under medical supervision. Recently some federal officials have attempted to distinguish between medical cannabis use as necessary, but adult-use as “still a violation of federal law.” At the present time, the distinction between “medical marijuana” and “adult-use marijuana” does not exist under U.S. federal law.

Update on Verano Litigation (Note 16)

On October 21, 2022, Vireo Growth commenced an action in the Supreme Court of British Columbia against Verano Holdings Corp. ("Verano") after Verano repudiated the Arrangement Agreement with the Company dated January 31, 2022. The Company is seeking damages, costs and interest, based on Verano's breach of contract and of its duty of good faith and honest performance.

On May 2, 2024, the Company filed a Notice of Application (the "Summary Trial Application") with the Supreme Court of British Columbia seeking summary determination. The Company is seeking substantial damages, specifically $860.9 million, as well as other costs and legal fees, based on Verano’s breach of contract and of its duty of good faith and honest performance.

On June 19, 2024, Verano filed a Notice of Application (the “Preliminary Suitability Application”) seeking orders dismissing the Summary Trial Application on the basis that certain issues in the action are not suitable for summary determination. The Preliminary Suitability Application is currently set for hearing on June 15 and 16, 2025.

Due to uncertainties inherent in litigation, it is not possible for Vireo Growth to predict the timing or final outcome of the legal proceedings against Verano or to determine the amount of damages, if any, that may be awarded.

Merger Agreements with Deep Roots, Proper and Wholesome

On December 18, 2024, we entered into the Merger Agreements with respect the Mergers. Each Merger is an all-share transaction whereby, at the closing of each applicable transaction, (i) a new wholly-owned subsidiary of the Company would merge with and into Deep Roots, (ii) a new wholly-owned subsidiary of the Company would merge with and into Wholesome, and (ii) the Proper entities would each merge with and into new wholly-owned subsidiaries of the Company. None of the Deep Roots Merger, the Proper Mergers or the Wholesome Merger is contingent on the completion of any of the other Mergers (Note 3). 

XML

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2025

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Significant Accounting Policies

The Company’s significant accounting policies are described in Note 2 to the Company’s consolidated financial statements included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the United States Securities and Exchange Commission (“SEC”) on March 4, 2025, (the "Annual Financial Statements"). There have been no material changes to the Company’s significant accounting policies.

Basis of presentation

The accompanying interim unaudited condensed consolidated financial statements reflect the accounts of the Company. The information included in these statements should be read in conjunction with the Annual Financial Statements. The unaudited condensed consolidated financial statements were prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. In the opinion of management, the financial data presented includes all adjustments necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented. Results of interim periods should not be considered indicative of the results for the full year. These unaudited interim condensed consolidated financial statements include estimates and assumptions of management that affect the amounts reported in the unaudited condensed consolidated financial statements. Actual results could differ from these estimates.

Basis of consolidation

These unaudited condensed consolidated financial statements include the accounts of the following entities wholly owned, or effectively controlled by the Company during the period ended March 31, 2025:

Name of entity	Place of  incorporation
HiColor, LLC	Minnesota, USA
MaryMed, LLC	Maryland, USA
Mayflower Botanicals, Inc.	Massachusetts, USA
Vireo Health of Minnesota, LLC	Minnesota, USA
MJ Distributing C201, LLC	Nevada, USA
MJ Distributing P132, LLC	Nevada, USA
Resurgent Biosciences, Inc.	Delaware, USA
Verdant Grove, Inc.	Massachusetts, USA
Vireo Health de Puerto Rico, Inc.	Puerto Rico
Vireo Health of Nevada 1, LLC	Nevada, USA
Vireo Health of New York, LLC	New York, USA
Vireo Health of Puerto Rico, LLC	Delaware, USA
Vireo Health, Inc.	Delaware, USA
Vireo of Charm City, LLC	Maryland, USA
Vireo DR Merger Sub Inc.	Delaware, USA
Vireo WH Merger Sub Inc.	Delaware, USA
Vireo PR Merger Sub Inc.	Delaware, USA
Vireo PR Merger Sub II Inc.	Delaware, USA
2178 State Highway 29A LLC	New York, USA
XAAS Agro, Inc.	Puerto Rico

The entities listed are wholly owned or effectively controlled by the Company and have been formed or acquired to support the intended operations of the Company, and all intercompany transactions and balances have been eliminated in the Company's unaudited condensed consolidated financial statements.

Recently adopted accounting pronouncements

None.

Net loss per share

Basic net loss per share is computed by dividing reported net loss by the weighted average number of common shares outstanding for the reported period. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock of the Company during the reporting period. Diluted net loss per share is computed by dividing net loss by the sum of the weighted average number of common shares and the number of potential dilutive common share equivalents outstanding during the period. Potential dilutive common share equivalents consist of the incremental common shares issuable upon the exercise of vested share options and the incremental shares issuable upon conversion of the convertible notes. Potential dilutive common share equivalents consist of stock options, warrants, and restricted stock units.

In computing diluted earnings per share, common share equivalents are not considered in periods in which a net loss is reported, as the inclusion of the common share equivalents would be anti-dilutive. The Company recorded a net loss for the three month periods ended March 31, 2025 and 2024, presented in these financial statements, and as such there is no difference between the Company’s basic and diluted net loss per share for these periods.

The anti-dilutive shares outstanding for the three month periods ended March 31, 2025 and 2024, were as follows:

	Three Months Ended
	March 31,
	2025	2024
Stock options	30,731,300	29,945,511
Warrants	18,541,586	19,437,649
RSUs	71,156,247	2,543,011
Convertible debt	16,000,000	71,569,927
Total	136,429,133	123,496,098

Revenue Recognition

The Company’s primary source of revenue is from wholesale of cannabis products to dispensary locations and direct retail sales to eligible customers at Company-owned dispensaries. Substantially all of the Company’s retail revenue is from the direct sale of cannabis products to adult-use and medical customers.

The following table represents the Company’s disaggregated revenue by source:

	Three Months Ended March 31,
	2025		2024
Retail	$	19,233,641	$	19,599,440
Wholesale		5,307,000		4,487,875
Total	$	24,540,641	$	24,087,315

New accounting pronouncements not yet adopted

None.

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Business Combinations and Dispositions

3 Months Ended

Mar. 31, 2025

Business Combinations and Dispositions

Business Combinations and Dispositions

3. Business Combinations and Dispositions

Acquisitions

On December 18, 2024, Vireo Growth Inc. (the “Company”), entered into Merger Agreements with respect to a business combination with each of (i) Deep Roots Holdings, Inc., a Nevada corporation (“Deep Roots”) (the “Deep Roots Merger”); (ii) Proper Holdings Management, Inc. and NGH Investments, Inc., both Missouri corporations (together, “Proper”) (the “Proper Mergers”); and (iii) WholesomeCo, Inc., a Delaware corporation (“Wholesome”) (the “Wholesome Merger” and, collectively with the Deep Roots Merger and the Proper Mergers, the “Mergers”). Each Merger is an all-share transaction whereby, at the closing of each applicable transaction, (i) a new wholly-owned subsidiary of the Company would merge with and into Deep Roots, (ii) a new wholly-owned subsidiary of the Company would merge with and into Wholesome, and (ii) the Proper entities would each merge with and into new wholly-owned subsidiaries of the Company. None of the Deep Roots Merger, the Proper Mergers or the Wholesome Merger is contingent on the completion of any of the other Mergers. As of March 31, 2025, none of the Merger Transactions have closed, and as such, no financial results of the single-state operators have been presented or consolidated herein.

The consideration to be paid to acquire each of Deep Roots, Proper and Wholesome is based, in each case, in part on an estimated multiple of a 2024 “Reference EBITDA”, which is pro-forma for pending acquisitions as well as planned new retail openings and expansion projects, and a US$0.52 share reference price for the Company’s subordinate voting shares.

Pursuant to the Merger Agreements, former stockholders of each of Deep Roots, Proper and Wholesome may qualify for earnout payments made with the Company’s subordinate voting shares following December 31, 2026, based on each target’s Adjusted EBITDA (as defined in the applicable Merger Agreement) growth compared to such target’s Reference EBITDA (at a 4x multiple), adjusted for incremental debt and certain other matters, respectively, and paid out using a share price for the Company’s subordinate voting shares of the higher of US$1.05 or the 20-day volume weighted average price of the Company’s subordinate voting shares on the Canadian Securities Exchange, 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. (“VWAP”) as of December 31, 2026. Reference EBITDA for Deep Roots, Proper and Wholesome are US$31.0 million, US$31.0 million, and US$16.0 million, respectively. EBITDA growth is defined as the increase between Reference EBITDA and the higher of 2026 Adjusted EBITDA or trailing nine-month annualized Adjusted EBITDA as of 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 in 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 attributable to Arches, as defined below) on December 31, 2026, if, in each case, (a) 2026 Adjusted EBITDA underperforms 96.5% of the Reference EBITDA, and (b) retail revenue market share or EBITDA margin for 2026 is less (or lower) than 2024 and (c) the 20-day VWAP as of December 31, 2026 is greater than US$1.05 per share. The amount of shares subject to a clawback would be equal to the Acquisition Multiple (as defined in each Merger Agreement) for each of Deep Roots, Proper and Wholesome, respectively, multiplied by the EBITDA shortfall, and subject to certain other adjustments set forth in the applicable Merger Agreement, divided by US$0.52 per share, not to exceed 50% of the upfront consideration.

In connection with the Wholesome Merger Agreement (as defined herein) and Proper Merger Agreement (as defined herein), the Company will include in the stock merger consideration calculation an amount equal to (i) US$11,860,800 for the stockholders of Wholesome and (ii) US$2,139,200 for the stockholders of 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 performance of Arches, based on the greater of US$37.5 million or 5x certain revenue percentages of Arches, with such revenue percentage amounts measured at the higher of trailing-twelve-month or nine-month annualized amounts as of December 31, 2026, paid out using a share price for the Company’s subordinate voting shares at the higher of US$1.05 or 20-day VWAP as of December 31, 2026.

In connection with each of the Merger Agreements, the Company will enter into an Investor Rights Agreement with the persons receiving the Company’s subordinate voting shares in the Mergers. Each Investor Rights Agreement will require the Company in certain circumstances to prepare and file with the Securities and Exchange Commission (the “SEC”) a

registration statement covering the resale of the Company’s subordinate voting shares issued pursuant to the Merger Agreements, in each case following the expiration of the initial 12 month lock-up period following the closing of the transactions under each Merger Agreement. Each Investor Rights Agreement will also provide such persons with certain piggyback registration rights in certain circumstances. 

The closing of each of the Mergers is subject to closing conditions and contained in the Merger Agreements. Pursuant to rules adopted by the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a Schedule 14C information statement dated March 21, 2025, was prepared by the Company and filed with the SEC and mailed to the stockholders of the Company relating to stockholder approval of the issuance of the Company’s subordinate voting shares in the Mergers and approvals required under the rules of the Canadian Stock Exchange, which was obtained by written consent of the stockholders.

Assets Held for Sale

As of March 31, 2025, the Company identified property and equipment, deposits, and lease assets and liabilities associated with the businesses in New York, Nevada, and Massachusetts with carrying amounts that are expected to be recovered principally through sale or disposal rather than through continuing use. The sale of these assets and liabilities is highly probable, they can be sold in their immediate condition, and the sales are expected to occur within the next twelve months. As such, these assets and liabilities have been classified as “held for sale.” Management does not believe these divestitures represent a strategic shift that has or will have a major effect on an entity’s operations and financial results, and as such, none of these divestitures are considered a discontinued operation. The carrying value of these net assets did not exceed fair value less expected cost to sell, and as such, the Company recorded no impairment loss. Assets and liabilities held for sale are as follows:

Assets held for sale	March 31,		December 31,
	2025		2024
Property and equipment	$	93,399,797	$	90,177,872
Intangible assets		972,000		972,000
Operating lease, right-of-use asset		3,381,613		3,381,613
Deposits		2,188,550		2,028,567
Total assets held for sale	$	99,941,960	$	96,560,052
Liabilities held for sale
Right of Use Liability	$	89,351,157	$	89,387,203
Total liabilities held for sale	$	89,351,157	$	89,387,203

Current assets and liabilities held by our New York business have not been classified as held for sale. Pre-tax operating losses attributable to the New York business were $4,859,841 and $3,698,934 for the three months ended March 31, 2025 and 2024, respectively.

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Fair Value Measurements

3 Months Ended

Mar. 31, 2025

Fair Value Measurements

Fair Value Measurements

4. Fair Value Measurements

The Company complies with ASC 820, Fair Value Measurements, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability.

Items measured at fair value on a non-recurring basis

The Company’s non-financial assets, such as prepayments and other current assets, long lived assets, including property and equipment and intangible assets, are measured at fair value when there is an indicator of impairment and are recorded at fair value only when an impairment charge is recognized. No indicators of impairment existed as of March 31, 2025, and therefore no impairment charges were recorded.

The carrying value of the Company’s accounts receivable, accounts payable, and accrued liabilities approximate their fair value due to their short-term nature, and the carrying value of notes receivable, long-term debt, and convertible debt approximates fair value as they bear a market rate of interest.

The carrying value of the Company’s warrants held  utilize Level 3 inputs given there is no market activity for the asset. The inputs used are further described in Note 18.

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Accounts Receivable

3 Months Ended

Mar. 31, 2025

Accounts Receivable

Accounts Receivable

5. Accounts Receivable

Trade receivables are comprised of the following items:

	March 31,		December 31,
	2025		2024
Trade receivable, net	$	2,424,504	$	2,870,181
Tax withholding receivable		—		174,660
Other		1,558,962		1,545,510
Total	$	3,983,466	$	4,590,351

Included in the trade receivables, net balance at March 31, 2025, and December 31, 2024, is an allowance for doubtful accounts of  $84,990 and $84,989, respectively. Included in the tax withholding receivable, net balance at December 31, 2024, is an allowance for doubtful accounts of $159,275.

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Inventory

3 Months Ended

Mar. 31, 2025

Inventory

Inventory

6. Inventory

Inventory is comprised of the following items:

	March 31		December 31,
	2025		2024
Work-in-progress	$	14,182,173	$	13,859,238
Finished goods		6,390,280		5,933,200
Other		2,770,847		1,873,926
Total	$	23,343,300	$	21,666,364

Inventory is written down for any obsolescence, spoilage and excess inventory or when the net realizable value of inventory is less than the carrying value. Inventory valuation adjustments included in cost of sales on the statements of net loss and comprehensive loss is comprised of the following:

	March 31,
	2025		2024
Work-in-progress	$	18,085	$	(188,200)
Finished goods		414,915		(115,800)
Total	$	433,000	$	(304,000)

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Prepayments and other current assets

3 Months Ended

Mar. 31, 2025

Prepayments and other current assets

Prepayments and other current assets

7. Prepayments and other current assets

Prepayments and other current assets are comprised of the following items:

	March 31,		December 31,
	2025		2024
Prepaid Insurance	$	530,912	$	753,579
Other Prepaid Expenses		1,254,752		897,398
Total	$	1,785,664	$	1,650,977

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Property and Equipment, Net

3 Months Ended

Mar. 31, 2025

Property and Equipment, Net

Property and Equipment, Net

8. Property and Equipment, Net

Property and equipment, net consisted of the following:

	March 31,		December 31,
	2025		2024
Land	$	863,105	$	863,105
Buildings and leasehold improvements		16,355,616		16,355,616
Furniture and equipment		7,556,684		7,451,920
Software		39,388		39,388
Vehicles		506,022		491,022
Construction-in-progress		10,885,133		9,858,120
Right of use asset under finance lease		7,572,566		7,572,566
		43,778,514		42,631,737
Less: accumulated depreciation		(10,942,339)		(10,319,975)
Total	$	32,836,175	$	32,311,762

For the three months ended March 31, 2025, and 2024, total depreciation on property and equipment was $622,364 and $633,728, respectively. For the three months ended March 31, 2025, and 2024, accumulated amortization of the right of use asset under finance lease amounted to $2,594,332 and $2,507,998, respectively. The right of use asset under finance lease of $7,572,566 consists of leased processing and cultivation premises. The Company capitalized into inventory $545,262 and $560,180 relating to depreciation associated with manufacturing equipment and production facilities for the three months ended March 31, 2025, and 2024, respectively. The capitalized depreciation costs associated are added to inventory and expensed through cost of sales product cost on the unaudited condensed consolidated statements of net loss and comprehensive loss.

As of March 31, 2025 and 2024, in conjunction with the Company’s held for sale assessment and disposal of certain long-lived assets, the Company evaluated whether property and equipment showed any indicators of impairment, and it was determined that the recoverable amount of certain net assets was above book value. As a result, the Company recorded no impairment charge on property and equipment, net.

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Leases

3 Months Ended

Mar. 31, 2025

Leases

Leases

9. Leases

Components of lease expenses are listed below:

	March 31,		March 31,
	2025		2024
Finance lease cost
Depreciation of ROU assets	$	82,512	$	143,441
Interest on lease liabilities		3,575,328		3,544,177
Operating lease costs		561,436		432,444
Total lease costs	$	4,219,276	$	4,120,062

Future minimum lease payments (principal and interest) on the leases are as follows:

	Operating Leases		Finance Leases
	March 31, 2025		March 31, 2025		Total
2025	$	2,242,480	$	10,352,595	$	12,595,075
2026		2,727,346		14,183,661		16,911,007
2027		2,474,144		14,606,527		17,080,671
2028		2,254,049		15,042,128		17,296,177
2029		1,300,615		15,490,852		16,791,467
Thereafter		6,523,900		203,082,066		209,605,966
Total minimum lease payments	$	17,522,534	$	272,757,829	$	290,280,363
Less discount to net present value		(5,982,885)		(177,360,043)		(183,342,928)
Less liabilities held for sale		(2,558,483)		(86,792,673)		(89,351,156)
Present value of lease liability	$	8,981,166	$	8,605,113	$	17,586,279

The Company has entered into various lease agreements for the use of buildings used in production and retail sales of cannabis products.

On February 22, 2024, the Company executed a lease for cannabis cultivation and manufacturing facilities. Rent commenced on January 1, 2025, at which time monthly base rent will be $82,500. Base rent escalates at a rate of 4% per annum. Per the terms of the lease the Company has the option to draw up to $2,000,000 of tenant improvement allowances. As of December 31, 2024, no draws have been taken. Starting January 1, 2025, the Company has the option to purchase the property. The initial purchase price is $13,000,000 increasing by 3% at the start of each calendar year until the option expires on December 31, 2028. The lease expires on December 31, 2034, with an option to renew for two additional five-year terms.

Supplemental cash flow information related to leases:

	Three Months Ended
	March 31,
	2025		2024
Cash paid for amounts included in the measurement of lease liabilities:
Lease principal payments - finance	$	—	$	71,066
Lease principal payments - operating		442,553		168,554
Non-cash additions to ROU assets		—		9,270,915
Amortization of operating leases		198,866		170,196

Other information about lease amounts recognized in the financial statements:

	Three Months Ended
	March 31,
	2025		2024
Weighted-average remaining lease term (years) – operating leases	7.19		8.08
Weighted-average remaining lease term (years) – finance leases	15.84		16.82
Weighted-average discount rate – operating leases	12.01	%	8.58	%
Weighted-average discount rate – finance leases	16.19	%	16.21	%

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Intangibles

3 Months Ended

Mar. 31, 2025

Intangibles

Intangibles

10. Intangibles

Intangible assets are comprised of the following items:

	Licenses & Trademarks
Balance, December 31, 2023	$	8,718,577
Amortization		(819,250)
Balance, December 31, 2024	$	7,899,327
Amortization		(204,810)
Balance, March 31, 2025	$	7,694,517

Amortization expense for intangibles was $204,810 and $204,812 during the three months ended March 31, 2025 and 2024, respectively. The Company capitalized into inventory $24,778 (2024 - $24,778) of amortization for the three months ended March 31, 2024, respectively. Amortization expense is recorded in operating expenses on the unaudited condensed consolidated statements of net loss and comprehensive loss.

The Company estimates that amortization expense will be $819,655 per year for the next five fiscal years.

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Accounts Payable and Accrued Liabilities

3 Months Ended

Mar. 31, 2025

Accounts Payable and Accrued Liabilities

Accounts Payable and Accrued Liabilities

11. Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities are comprised of the following items:

	March 31,		December 31,
	2025		2024
Accounts payable – trade	$	6,463,905	$	2,298,060
Accrued Expenses		4,340,944		6,839,822
Taxes payable		199,088		264,518
Contract liability		1,193,530		1,053,636
Total accounts payable and accrued liabilities	$	12,197,467	$	10,456,036

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Long-Term Debt

3 Months Ended

Mar. 31, 2025

Long-Term Debt.

Long-Term Debt

12. Long-Term Debt

During 2017 the Company signed a promissory note payable in the amount of $1,010,000. The note bears interest at a rate of 15% per annum with interest payments required on a monthly basis. In 2019 the Company’s promissory note payable in the amount of $1,010,000 was modified to increase the amount payable to $1,110,000. The Company paid the note off in full during the year ended December 31, 2024.

On November 19, 2021, the Company signed a promissory note payable in the amount of $2,000,000 in connection with the acquisition of Charm City Medicus, LLC. The note bears an interest rate of 8% per annum with interest payments due on the last day of each calendar quarter. On November 19, 2023, the Company and lender amended the note. Per the terms of the amendment, the interest rate was modified to 15%, and the Company paid off $1,000,000 of principal. On November 27, 2024, the Company and lender executed the second amendment to the note. Per the terms of the amendment, the maturity date was extended, the interest rate was increased to 18%, and the Company repaid $100,000 in principal. The remaining principal balance of $900,000 was repaid in full during the three months ended March 31, 2025.

On March 25, 2021, the Company entered into a credit agreement for a senior secured delayed draw term loan with an aggregate principal amount of up to $46,000,000 (the “Credit Facility”), and executed a draw of $26,000,000 in principal. The unpaid principal amounts outstanding under the Credit Facility bear interest at a rate of (a) the U.S. prime rate plus 10.375%, payable monthly in cash, and (b) 2.75% per annum paid in kind (“PIK”) interest payable monthly. In connection with the Credit Facility, the Company also pays a monthly credit monitoring fee in the amount of $130,400 which is included in interest expense in the consolidated statements of loss and comprehensive loss for the three months ended March 31, 2025 and 2024.

On November 18, 2021, the Company and lenders amended the Credit Facility to provide for an additional loan of $4,200,000 with a cash interest rate of 15% per annum and PIK interest of 2% per annum and a maturity date of November 29, 2024. Obligations under the Credit Facility are secured by substantially all the assets of the Company.

On January 31, 2022, Vireo Growth and certain of its subsidiaries, as borrowers (collectively, “Borrowers”), entered into a Third Amendment to the Credit Facility (the “Third Amendment”) providing for additional delayed draw term loans of up to $55 million (the “Delayed Draw Loans”). The cash interest rate on the Delayed Draw Loans under the Third Amendment is equal to the U.S. prime rate plus 10.375%, with a minimum required rate of 13.375% per annum, in addition to PIK interest of 2.75% per annum.

On March 31, 2023, the Company executed a fifth amendment to its Credit Facility with its senior secured lender, Chicago Atlantic Admin, LLC (the "Agent"), an affiliate of Green Ivy Capital, and a group of lenders. The amended credit facility extends the maturity date on its Delayed Draw Loans to April 30, 2024, through the issuance of 15,000,000 Subordinate Voting Shares in lieu of a cash extension fee. These 15,000,000 shares were valued at $1,407,903 using a fair value per share of $0.094 and considered a deferred financing cost. The fair value per share reflects a 22% discount to the market price at the time of issuance to account for the four-month trading lock-up imposed on the shares. The amendment also provides the Company with reduced cash outlays by eliminating required amortization of the loan, and requires the Company to divest certain assets to improve its liquidity position and financial performance. The Company has the potential to extend the maturity date on its Delayed Draw Loans up to January 31, 2026 with the satisfaction of certain financial performance-related conditions.

On April 30, 2024, the Company executed a short-term extension of the maturity date on the Credit Facility with the Agent. The Credit Facility was extended until June 14, 2024, matching all other terms of the existing agreement. On June 14, 2024, another short-term extension was executed which extended the maturity date on the Credit Facility to July 31, 2024, matching all other terms of the existing agreement.

On May 21, 2024 the Company executed a $1,200,000 term loan with the Agent to assist with the purchase of a site for a new dispensary location. The loan bears an interest rate of 12.0% and is due on May 28, 2027. Financing costs of $68,600 were incurred in connection with the closing of the loan.

On July 31, 2024, the Company executed a ninth amendment to the Company’s Credit Facility. The ninth amendment to the Company’s Credit Facility extends the maturity date on the Credit Facility loans to January 29, 2027, adjusts and extends the deadline with respect to the Company’s ongoing disposition of its New York operations through July 31, 2025, and amends certain financial measure definitions and covenants within the agreement. The Company issued 12,500,000 Subordinate Voting Shares to the lenders in consideration for the credit facility amendment. These 12,500,000 shares were valued at $5,387,500 using a fair value per share of $0.431 and considered a deferred financing cost.

Unless otherwise specified, all deferred financing costs are treated as a contra-liability, to be netted against the outstanding loan balance and amortized over the remaining life of the loan. As of March 31, 2025, $5,704,752 (December 31, 2024 - $6,576,985) of deferred financing costs remain unamortized.

The following table shows a summary of the Company’s long-term debt:

	March 31,		December 31,
	2025		2024
Beginning of year	$	62,338,046	$	60,220,535
Proceeds		—		6,700,000
Principal repayments		(936,000)		(1,234,000)
Deferred financing costs		(10,000)		(7,418,770)
PIK interest		408,774		1,634,494
Amortization of deferred financing costs		802,763		2,435,787
End of year		62,603,583		62,338,046
Less: current portion		—		900,000
Total long-term debt	$	62,603,583	$	61,438,046

As of March 31, 2025, stated maturities of long-term debt were as follows:

2025	$	—
2026		3,537,300
2027		59,066,283
Total	$	62,603,583

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Convertible Debt

3 Months Ended

Mar. 31, 2025

Long-Term Debt.

Convertible Debt

13. Convertible Notes

On July 31, 2024, holders voluntarily converted convertible notes issued in 2023 into 73,016,061 Subordinate Voting Shares of the Company.

On November 1, 2024, the Company entered into a Joinder and Tenth Amendment to Credit Agreement. The Tenth Amendment provides a convertible note facility (the “New Convertible Notes”) with a maximum principal amount of $10,000,000. The New Convertible Notes mature November 1, 2027, have a cash interest rate of 12.0 percent per year, are convertible into that number of the Company’s subordinate voting shares determined by dividing the outstanding principal amount plus all accrued but unpaid interest on the Convertible Notes on the date of such conversion by a conversion price of $0.625. The Company incurred $145,717 in financing costs in connection with the signing of the Tenth Amendment.

All deferred financing costs are treated as a contra-liability, to be netted against the outstanding loan balance and amortized over the remaining life of the loan. As of March 31, 2025, $125,472 (December 31, 2024 - $137,622) of deferred financing costs remain unamortized.

The following table shows a summary of the Company’s convertible debt:

	March 31,		December 31,
	2025		2024
Beginning of period	$	9,862,378	$	9,140,257
Proceeds		—		10,000,000
Deferred financing costs		—		(145,717)
PIK interest		—		363,376
Amortization of deferred financing costs		12,143		279,019
Conversion				(9,774,557)
End of period	$	9,874,521	$	9,862,378
Less: current portion		—		—
Total convertible debt	$	9,874,521	$	9,862,378

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Stockholders' Equity

3 Months Ended

Mar. 31, 2025

Stockholders' Equity

Stockholders' Equity

14. Stockholders’ Equity

Shares

The Company’s certificate of incorporation authorized the Company to issue the following classes of shares with the following par value and voting rights as of March 31, 2025. The liquidation and dividend rights are identical among shares equally in the Company’s earnings and losses on an as converted basis.

	Par Value	Authorized	Voting Rights
Subordinate Voting Share (“SVS”)	—	Unlimited	1 vote for each share
Multiple Voting Share (“MVS”)	—	Unlimited	100 votes for each share

Subordinate Voting Shares

Holders of Subordinate Voting Shares are entitled to one vote in respect of each Subordinate Voting Share held.

Multiple Voting Shares

Holders of Multiple Voting Shares are entitled to one hundred votes for each Multiple Voting Share held.

Multiple Voting Shares each have the restricted right to convert to one hundred Subordinate Voting Shares subject to adjustments for certain customary corporate changes.

Shares Issued

During the three months ended March 31, 2025, 7,201 Multiple Voting Shares were converted into 720,100 Subordinate Voting Shares for no additional consideration.

During the three months ended March 31, 2025, employee stock options were exercised for 138,655 Subordinate Voting Shares. Proceeds from this transaction were $23,110.

During the three months ended March 31, 2025, stock warrants were exercised for 265,626 Subordinate Voting Shares. Proceeds from these transactions were $38,516.

During the three months ended March 31, 2025, 1,077,859 shares were issued in connection with the settlement of restricted stock units. 239,633 shares were net settled to pay payroll taxes associated with the issuance, resulting in the final issuance of 838,226 shares.

During the three months ended March 31, 2024, 10,342 Multiple Voting Shares were redeemed for 1,034,200 Subordinate Voting Shares.

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Stock-Based Compensation

3 Months Ended

Mar. 31, 2025

Stock-Based Compensation

Stock-Based Compensation

15. Stock-Based Compensation

Stock Options

In January 2019, the Company adopted the 2019 Equity Incentive Plan under which the Company may grant incentive stock options, restricted shares, restricted share units, or other awards. Under the terms of the plan, a total of ten percent of the number of shares outstanding assuming conversion of all super voting shares and Multiple Voting Shares to Subordinate Voting Shares are permitted to be issued. The exercise price for incentive stock options issued under the plan will be set by the Compensation Committee but will not be less 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 of Directors.

Options granted under the equity incentive plan were valued using the Black-Scholes option pricing model with the following weighted average assumptions:

		Three Months Ended
		March 31,		March 31,
		2025		2024
Risk-Free Interest Rate		4.53	%	N/A
Weighted Average Exercise Price	$	0.49	$	N/A
Weighted Average Stock Price	$	0.49	$	N/A
Expected Life of Options (years)		7.00		N/A
Expected Annualized Volatility		100.00	%	N/A
Grant Fair Value	$	0.41	$	N/A
Expected Forfeiture Rate		N/A		N/A
Expected Dividend Yield		N/A		N/A

Stock option activity for the three months ended March 31, 2025, and for the year ended December 31, 2024, is presented below:

		Weighted Average		Weighted Avg.
	Number of Options	Exercise Price		Remaining Life
Balance, December 31, 2023	29,969,324	$	0.50	6.18
Forfeitures	(2,760,530)		1.29	—
Exercised	(50,000)		0.33	—
Granted	4,073,839		0.48	—
Options Outstanding at December 31, 2024	31,232,633	$	0.43	5.45
Forfeitures	(521,835)		0.27	—
Exercised	(138,654)		0.17	—
Granted	159,156		0.49	—
Options Outstanding at March 31, 2025	30,731,300	$	0.43	5.26
Options Exercisable at March 31, 2025	27,323,396	$	0.42	4.82

During the three month periods ended March 31, 2025 and 2024, the Company recognized $172,721 and $86,732 in stock-based compensation relating to stock options, respectively. As of March 31, 2025, the total unrecognized compensation costs related to unvested stock options awards granted was $617,196. In addition, the weighted average period over which the unrecognized compensation expense is expected to be recognized is approximately 1.8 years. The total intrinsic value of stock options outstanding and exercisable as of March 31, 2025, was $4,382,709 and $4,183,499, respectively.

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

Warrants

Subordinate Voting Share (SVS) warrants entitle the holder to purchase one Subordinate Voting Share of the Company.

A summary of the warrants outstanding is as follows:

	Number of	Weighted Average		Weighted Average
SVS Warrants	Warrants	Exercise Price		Remaining Life
Warrants outstanding at December 31, 2023	16,400,000	$	0.21	4.57
Exercised	(480,437)		0.15	—
Warrants outstanding at December 31, 2024	15,919,563	$	0.22	3.56
Forfeited	(150,000)		1.49	—
Exercised	(265,626)		0.145	—
Warrants outstanding at March 31, 2025	15,503,937	$	0.22	3.32
Warrants exercisable at December 31, 2024	15,503,937	$	0.22	3.32

	Number of	Weighted Average		Weighted Average
SVS Warrants Denominated in C$	Warrants	Exercise Price		Remaining Life
Warrants outstanding at December 31, 2023 and 2024	3,037,649	$	3.50	1.23
Warrants outstanding at March 31, 2025	3,037,649	$	3.50	0.98
Warrants exercisable at March 31, 2025	3,037,649	$	3.50	0.98

Restricted Stock Units (“RSUs”)

The expense associated with RSUs is based on the closing share 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 periods during which the restrictions lapse. The Company currently has RSUs that vest over a three year period. The awards are generally subject to forfeiture in the event of termination of employment. During the three months ended March 31, 2025 and 2024, the Company recognized $1,288,129 and $93,057, respectively, in stock-based compensation expense related to RSUs.

A summary of RSUs is as follows:

		Weighted Avg.
	Number of Shares	Fair Value
Balance, December 31, 2023	2,543,011	$	0.88
Granted	9,228,462		0.31
Forfeitures	(443,943)		0.54
Balance, December 31, 2024	11,327,530		0.40
Granted	60,989,414		0.42
Settled	(1,160,697)		0.49
Balance, March 31, 2025	71,156,247		0.41
Vested at March 31, 2025	2,708,712	$	0.75

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2025

Commitments and Contingencies.

Commitments and Contingencies

16. Commitments and Contingencies

Legal proceedings

Verano

On January 31, 2022, the Company entered into the Arrangement Agreement with Verano, pursuant to which Verano was to acquire all of the issued and outstanding shares of Vireo Growth pursuant to a Plan of Arrangement. Subject to the terms and conditions set forth in the Arrangement Agreement and the Plan of Arrangement, holders of Vireo Growth Shares would receive 0.22652 of a Verano Subordinate Voting Share, subject to adjustment as described below, for each Subordinate Voting Share held, and 22.652 Verano Subordinate Voting Shares for each Multiple Voting Share and Super Voting Share held, immediately prior to the effective time of the Arrangement.

On October 13, 2022, Vireo Growth received a notice of purported termination of the Arrangement Agreement (the “Notice”) from Verano. The Notice asserted certain breaches of the Arrangement Agreement, including claims the Company’s public filings and communications with respect to its business and ongoing operations were misleading and that the Company breached its representations to Verano under the Arrangement Agreement. Verano also claimed, as a result of such breaches, it is entitled to payment of a $14,875,000 termination fee and its transaction expenses. Vireo Growth denies all of Verano’s allegations and affirmatively asserts that it has complied with its obligations under the Arrangement Agreement, and with its disclosure obligations under US and Canadian law, in all material respects at all times. The Company believes that Verano has no factual or legal basis to justify or support its purported termination of the Arrangement Agreement, which the Company determined to treat as a repudiation of the Arrangement Agreement.

On October 21, 2022, Vireo Growth commenced an action in the Supreme Court of British Columbia against Verano after Verano wrongfully repudiated the Arrangement Agreement. The Company is seeking damages, costs and interest, based on Verano's breach of contract and of its duty of good faith and honest performance.

On November 14, 2022, Verano filed counterclaims against the Company for the termination fee and transaction expenses described above.

On July 31, 2023, the Company filed a requisition for adjournment of its application filed July 14, 2023, and set for hearing on July 31, 2023 to compel Verano’s compliance with document production based upon the Company’s belief that Verano was engaging in tactics to delay the litigation. 

Throughout 2023, the Company served 4 lists of documents, reviewed document production from Verano, and prepared for examinations for discovery. 

On May 2, 2024, the Company filed the Summary Trial Application the Supreme Court of British Columbia for summary determination. The Company is seeking substantial damages, specifically US $860.9 million, as well as other costs and legal fees, based on Verano’s breach of contract and of its duty of good faith and honest performance.

On June 19, 2024, Verano filed the Preliminary Suitability Application seeking orders dismissing the Summary Trial Application on the basis that certain issues in the action are not suitable for summary determination. The Preliminary Suitability Application is currently set for hearing on June 15 and 16, 2025.

Due to uncertainties inherent in litigation, it is not possible for Vireo Growth to predict the timing or final outcome of the legal proceedings against Verano or to determine the amount of damages, if any, that may be awarded.  The damages sought will be significant and material given that Verano’s breach left the Company in a vulnerable position resulting in the Company being constrained in its ability to fund growth initiatives that were desirable and that its competitors were able to undertake, most notably in Minnesota and New York markets.

Lease commitments

The Company leases various facilities, under non-cancelable finance and operating leases, which expire at various dates through September 2041.

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Selling, General and Administrative Expenses

3 Months Ended

Mar. 31, 2025

Selling, General and Administrative Expenses

Selling, General and Administrative Expenses

17. Selling, General and Administrative Expenses

Selling, general and administrative expenses are comprised of the following items:

	Three Months Ended March 31,
	2025		2024
Salaries and benefits	$	3,942,098	$	3,512,736
Professional fees		1,398,775		1,427,096
Insurance expenses		420,323		569,185
Advertising		166,542		222,014
Other expenses		1,546,205		1,320,582
Total	$	7,473,943	$	7,051,613

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Other Income (Expense)

3 Months Ended

Mar. 31, 2025

Other Income (Expense)

Other Income (Expense)

18. Other Income (Expense)

The CARES Act provides an employee retention credit (“CARES Employee Retention credit”), which is a refundable tax credit against certain employment taxes of up to $5,000 per employee for eligible employers. The tax credit is equal to 50% of qualified wages paid to employees during a quarter, capped at $10,000 of qualified wages per employee through December 31, 2020. Additional relief provisions were passed by the United States government, which extended and slightly expanded the qualified wage caps on these credits through December 31, 2021. Based on these additional provisions, the tax credit is now equal to 70% of qualified wages paid to employees during a quarter, and the limit on qualified wages per employee has been increased to $10,000 of qualified wages per quarter. The Company applied for and received the tax credit under the CARES Act. During the three months ended March 31, 2025, the Company recorded and received $972,888 (2024 - $0) related to the CARES Employee Retention credit in other income on the unaudited condensed consolidated statement of loss and comprehensive loss for the three months ended March 31, 2025.

On May 25, 2023, the Company and Grown Rogue International, Inc. (“Grown Rogue”) entered into a strategic agreement whereby Grown Rogue will support the Company in the optimization of its cannabis flower products. As part of this strategic agreement Grown Rogue granted the Company 8,500,000 warrants to purchase subordinate voting shares of Grown Rogue on October 5, 2023. Subsequently, on October 9, 2024, the Company and Grown Rogue mutually agreed to terminate the advisory agreement. As part of the termination agreement, the Company forfeited 4,500,000 of the previously granted 8,500,000 warrants. On March 31, 2025, these 4,000,000 warrants were revalued at a fair value of $1,751,906 (December 31, 2024 - $2,270,964). The fair value was derived from a black-scholes valuation using a stock price of $0.52, an exercise price of $0.158, an expected life of 3.52 years, an annual risk free rate of 3.96%, and volatility of 100%. The change in valuation from December 31, 2024, to March 31, 2025, of $519,058 (March 31, 2024 - $1,327,879 of other income) was recorded as other expense in the statement of net loss and comprehensive loss for the three month period ended March 31, 2025.

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Segment Reporting

3 Months Ended

Mar. 31, 2025

Segment Reporting

Segment Reporting

19. Segment Reporting

The Company utilized the guidance in ASC 280 to determine how many reportable segments the Company has. We considered various attributes of the overall Company including but not limited to the nature of products and services, the nature of production processes, the types of customers, the regulatory environment, business geography, and the level at which the Chief Operating Decision Maker evaluates the performance and allocates resources. Given the similarities in the types of products, cannabis products in various form factors, the types of customers, retail and wholesale customers, the geography and regulatory environment in which sales are made, the United States, and the Chief Operating Decision Maker, the Chief Executive Officer, assesses performance and allocates resources at the consolidated level, the Company has determined that it only has one reportable segment, cannabis.

The Company’s Chief Executive Officer is the Company’s chief operating decision maker. The chief operating decision maker assesses performance for the cannabis segment and decides how to allocate resources based on operating profit and net income that also is reported on the income statement as consolidated net income. The measure of segment assets is reported on the balance sheet total as consolidated assets. The chief operating decision maker uses net income to evaluate income generated from segment assets in deciding the appropriate capital allocation strategy. A comparison of budgeted results to actual results is also used by the chief operating decision maker to assess business performance.

The Company’s cannabis segment cultivates, processes and distributes medical and adult-use cannabis products in a variety of formats, as well as related accessories in the United States. Revenue is derived from the sale of these products in the United States, and the assets used to produce these products are also held in the United States. The accounting policy for recording revenue, and all other accounting policies, are the same as those described in the summary of significant accounting policies footnote (Note 2).

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Supplemental Cash Flow Information

3 Months Ended

Mar. 31, 2025

Supplemental Cash Flow Information

Supplemental Cash Flow Information

20. Supplemental Cash Flow Information⁽¹⁾

	March 31,		March 31,
	2025		2024
Cash paid for interest	$	7,087,258	$	6,799,193
Cash paid for income taxes		—		—
Change in construction accrued expenses		(77,312)		(121,433)

(1) For supplemental cash flow information related to leases, refer to Note 9.

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Financial Instruments

3 Months Ended

Mar. 31, 2025

Financial Instruments

Financial Instruments

21. Financial Instruments

Credit risk

Credit risk is the risk of loss associated with counterparty’s inability to fulfill its payment obligations. The Company’s credit risk is primarily attributable to cash, and accounts receivable. A small portion of cash is held on hand, from which management believes the risk of loss is remote. Receivables relate primarily to wholesale sales. The Company does not have significant credit risk with respect to customers. The Company’s maximum credit risk exposure is equivalent to the carrying value of these instruments. The Company has been granted licenses pursuant to the laws of the states of Maryland, Minnesota, and New York with respect to cultivating, processing, and/or distributing marijuana. Presently, this industry is illegal under United States federal law. The Company has adhered, and intends to continue to adhere, strictly to the applicable state statutes in its operations.

Liquidity risk

The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As of March 31, 2025, the Company’s financial liabilities consist of accounts payable, accrued liabilities, debt,

convertible debt, liabilities held for sale, and uncertain tax liabilities. The Company manages liquidity risk by reviewing its capital requirements on an ongoing basis. Historically, the Company’s main source of funding has been additional funding from investors and debt issuances. The Company’s access to financing is always uncertain. There can be no assurance of continued access to significant equity or debt financing.

Legal Risk

Vireo Growth operates in the United States. The U.S. federal government regulates drugs through the Controlled Substances Act (21 U.S.C. § 811), which places controlled substances, including cannabis, in a schedule. Cannabis is classified as a Schedule I drug. Under U.S. federal law, a Schedule I drug or substance has a high potential for abuse, no accepted medical use in the U.S., and a lack of accepted safety for the use of the drug under medical supervision. The U.S. Food and Drug Administration has not approved marijuana as a safe and effective drug for any indication. In the U.S. marijuana is largely regulated at the state level. State laws regulating cannabis are in direct conflict with the federal Controlled Substances Act, which makes cannabis use and possession federally illegal.

Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign currency rates. Given the Company’s financial transactions are rarely denominated in a foreign currency, there is minimal foreign currency risk exposure.

Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company currently carries variable interest-bearing debt subject to fluctuations in the United States Prime rate. A change of 100 basis points in interest rates during the three months ended March 31, 2025, would have resulted in a corresponding change in the statement of loss and comprehensive loss of $140,878.

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Related Parties Transactions

3 Months Ended

Mar. 31, 2025

Related Parties Transactions

Related Parties Transactions

22. Related Party Transactions

As of March 31, 2025, and December 31, 2024, there were $0 due to related parties.

Details surrounding the lending relationships between the Company and Chicago Atlantic, are described in Notes 12 and 13.

Our Chief Executive Officer, John Mazarakis, serves as a partner of Chicago Atlantic Group, LP, which is an affiliate of the Agent, our senior secured lender under the Credit Facility. Given his ownership interest in the Agent and its affiliates, Mr. Mazarakis has an approximate 29% interest in the Company’s transactions with the Agent. See "Item 13. Certain Relationships and Related Transactions and Director Independence" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

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Subsequent Events

3 Months Ended

Mar. 31, 2025

Subsequent Events

Subsequent Events

23. Subsequent Events

None.

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Pay vs Performance Disclosure - USD ($)	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Pay vs Performance Disclosure
Net Income (Loss)	$ (6,508,790)	$ (6,711,460)

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Insider Trading Arrangements	3 Months Ended
	Mar. 31, 2025
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false
Rule 10b5-1 Arrangement Modified	false
Non-Rule 10b5-1 Arrangement Modified	false

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Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2025

Summary of Significant Accounting Policies

Basis of presentation

Basis of presentation

The accompanying interim unaudited condensed consolidated financial statements reflect the accounts of the Company. The information included in these statements should be read in conjunction with the Annual Financial Statements. The unaudited condensed consolidated financial statements were prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. In the opinion of management, the financial data presented includes all adjustments necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented. Results of interim periods should not be considered indicative of the results for the full year. These unaudited interim condensed consolidated financial statements include estimates and assumptions of management that affect the amounts reported in the unaudited condensed consolidated financial statements. Actual results could differ from these estimates.

Basis of consolidation

Basis of consolidation

These unaudited condensed consolidated financial statements include the accounts of the following entities wholly owned, or effectively controlled by the Company during the period ended March 31, 2025:

Name of entity	Place of  incorporation
HiColor, LLC	Minnesota, USA
MaryMed, LLC	Maryland, USA
Mayflower Botanicals, Inc.	Massachusetts, USA
Vireo Health of Minnesota, LLC	Minnesota, USA
MJ Distributing C201, LLC	Nevada, USA
MJ Distributing P132, LLC	Nevada, USA
Resurgent Biosciences, Inc.	Delaware, USA
Verdant Grove, Inc.	Massachusetts, USA
Vireo Health de Puerto Rico, Inc.	Puerto Rico
Vireo Health of Nevada 1, LLC	Nevada, USA
Vireo Health of New York, LLC	New York, USA
Vireo Health of Puerto Rico, LLC	Delaware, USA
Vireo Health, Inc.	Delaware, USA
Vireo of Charm City, LLC	Maryland, USA
Vireo DR Merger Sub Inc.	Delaware, USA
Vireo WH Merger Sub Inc.	Delaware, USA
Vireo PR Merger Sub Inc.	Delaware, USA
Vireo PR Merger Sub II Inc.	Delaware, USA
2178 State Highway 29A LLC	New York, USA
XAAS Agro, Inc.	Puerto Rico

The entities listed are wholly owned or effectively controlled by the Company and have been formed or acquired to support the intended operations of the Company, and all intercompany transactions and balances have been eliminated in the Company's unaudited condensed consolidated financial statements.

Recently adopted accounting pronouncements and New accounting pronouncements not yet adopted

Recently adopted accounting pronouncements

None.

New accounting pronouncements not yet adopted

None.

Net loss per share

Net loss per share

Basic net loss per share is computed by dividing reported net loss by the weighted average number of common shares outstanding for the reported period. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock of the Company during the reporting period. Diluted net loss per share is computed by dividing net loss by the sum of the weighted average number of common shares and the number of potential dilutive common share equivalents outstanding during the period. Potential dilutive common share equivalents consist of the incremental common shares issuable upon the exercise of vested share options and the incremental shares issuable upon conversion of the convertible notes. Potential dilutive common share equivalents consist of stock options, warrants, and restricted stock units.

In computing diluted earnings per share, common share equivalents are not considered in periods in which a net loss is reported, as the inclusion of the common share equivalents would be anti-dilutive. The Company recorded a net loss for the three month periods ended March 31, 2025 and 2024, presented in these financial statements, and as such there is no difference between the Company’s basic and diluted net loss per share for these periods.

The anti-dilutive shares outstanding for the three month periods ended March 31, 2025 and 2024, were as follows:

	Three Months Ended
	March 31,
	2025	2024
Stock options	30,731,300	29,945,511
Warrants	18,541,586	19,437,649
RSUs	71,156,247	2,543,011
Convertible debt	16,000,000	71,569,927
Total	136,429,133	123,496,098

Revenue Recognition

Revenue Recognition

The Company’s primary source of revenue is from wholesale of cannabis products to dispensary locations and direct retail sales to eligible customers at Company-owned dispensaries. Substantially all of the Company’s retail revenue is from the direct sale of cannabis products to adult-use and medical customers.

The following table represents the Company’s disaggregated revenue by source:

	Three Months Ended March 31,
	2025		2024
Retail	$	19,233,641	$	19,599,440
Wholesale		5,307,000		4,487,875
Total	$	24,540,641	$	24,087,315

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Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2025

Summary of Significant Accounting Policies

Schedule of entities wholly owned, or effectively controlled by Company

Name of entity	Place of  incorporation
HiColor, LLC	Minnesota, USA
MaryMed, LLC	Maryland, USA
Mayflower Botanicals, Inc.	Massachusetts, USA
Vireo Health of Minnesota, LLC	Minnesota, USA
MJ Distributing C201, LLC	Nevada, USA
MJ Distributing P132, LLC	Nevada, USA
Resurgent Biosciences, Inc.	Delaware, USA
Verdant Grove, Inc.	Massachusetts, USA
Vireo Health de Puerto Rico, Inc.	Puerto Rico
Vireo Health of Nevada 1, LLC	Nevada, USA
Vireo Health of New York, LLC	New York, USA
Vireo Health of Puerto Rico, LLC	Delaware, USA
Vireo Health, Inc.	Delaware, USA
Vireo of Charm City, LLC	Maryland, USA
Vireo DR Merger Sub Inc.	Delaware, USA
Vireo WH Merger Sub Inc.	Delaware, USA
Vireo PR Merger Sub Inc.	Delaware, USA
Vireo PR Merger Sub II Inc.	Delaware, USA
2178 State Highway 29A LLC	New York, USA
XAAS Agro, Inc.	Puerto Rico

Schedule of anti-dilutive shares outstanding

	Three Months Ended
	March 31,
	2025	2024
Stock options	30,731,300	29,945,511
Warrants	18,541,586	19,437,649
RSUs	71,156,247	2,543,011
Convertible debt	16,000,000	71,569,927
Total	136,429,133	123,496,098

Schedule of disaggregated revenue

	Three Months Ended March 31,
	2025		2024
Retail	$	19,233,641	$	19,599,440
Wholesale		5,307,000		4,487,875
Total	$	24,540,641	$	24,087,315

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Business Combinations and Dispositions (Tables)

3 Months Ended

Mar. 31, 2025

Business Combinations and Dispositions

Schedule of assets and liabilities held for sale

Assets held for sale	March 31,		December 31,
	2025		2024
Property and equipment	$	93,399,797	$	90,177,872
Intangible assets		972,000		972,000
Operating lease, right-of-use asset		3,381,613		3,381,613
Deposits		2,188,550		2,028,567
Total assets held for sale	$	99,941,960	$	96,560,052
Liabilities held for sale
Right of Use Liability	$	89,351,157	$	89,387,203
Total liabilities held for sale	$	89,351,157	$	89,387,203

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Accounts Receivable (Tables)

3 Months Ended

Mar. 31, 2025

Accounts Receivable

Schedule of accounts receivables

	March 31,		December 31,
	2025		2024
Trade receivable, net	$	2,424,504	$	2,870,181
Tax withholding receivable		—		174,660
Other		1,558,962		1,545,510
Total	$	3,983,466	$	4,590,351

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Inventory (Tables)

3 Months Ended

Mar. 31, 2025

Inventory

Schedule of inventory

	March 31		December 31,
	2025		2024
Work-in-progress	$	14,182,173	$	13,859,238
Finished goods		6,390,280		5,933,200
Other		2,770,847		1,873,926
Total	$	23,343,300	$	21,666,364

Schedule of inventory valuation adjustments

	March 31,
	2025		2024
Work-in-progress	$	18,085	$	(188,200)
Finished goods		414,915		(115,800)
Total	$	433,000	$	(304,000)

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Prepayments and other current assets (Tables)

3 Months Ended

Mar. 31, 2025

Prepayments and other current assets

Schedule of prepayments and other current assets

	March 31,		December 31,
	2025		2024
Prepaid Insurance	$	530,912	$	753,579
Other Prepaid Expenses		1,254,752		897,398
Total	$	1,785,664	$	1,650,977

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Property and Equipment, Net (Tables)

3 Months Ended

Mar. 31, 2025

Property and Equipment, Net

Schedule of property and equipment, net

	March 31,		December 31,
	2025		2024
Land	$	863,105	$	863,105
Buildings and leasehold improvements		16,355,616		16,355,616
Furniture and equipment		7,556,684		7,451,920
Software		39,388		39,388
Vehicles		506,022		491,022
Construction-in-progress		10,885,133		9,858,120
Right of use asset under finance lease		7,572,566		7,572,566
		43,778,514		42,631,737
Less: accumulated depreciation		(10,942,339)		(10,319,975)
Total	$	32,836,175	$	32,311,762

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Leases (Tables)

3 Months Ended

Mar. 31, 2025

Leases

Schedule of components of lease expenses

	March 31,		March 31,
	2025		2024
Finance lease cost
Depreciation of ROU assets	$	82,512	$	143,441
Interest on lease liabilities		3,575,328		3,544,177
Operating lease costs		561,436		432,444
Total lease costs	$	4,219,276	$	4,120,062

Schedule of future minimum lease payments of operating leases

	Operating Leases		Finance Leases
	March 31, 2025		March 31, 2025		Total
2025	$	2,242,480	$	10,352,595	$	12,595,075
2026		2,727,346		14,183,661		16,911,007
2027		2,474,144		14,606,527		17,080,671
2028		2,254,049		15,042,128		17,296,177
2029		1,300,615		15,490,852		16,791,467
Thereafter		6,523,900		203,082,066		209,605,966
Total minimum lease payments	$	17,522,534	$	272,757,829	$	290,280,363
Less discount to net present value		(5,982,885)		(177,360,043)		(183,342,928)
Less liabilities held for sale		(2,558,483)		(86,792,673)		(89,351,156)
Present value of lease liability	$	8,981,166	$	8,605,113	$	17,586,279

Schedule of future minimum lease payments of financing leases

	Operating Leases		Finance Leases
	March 31, 2025		March 31, 2025		Total
2025	$	2,242,480	$	10,352,595	$	12,595,075
2026		2,727,346		14,183,661		16,911,007
2027		2,474,144		14,606,527		17,080,671
2028		2,254,049		15,042,128		17,296,177
2029		1,300,615		15,490,852		16,791,467
Thereafter		6,523,900		203,082,066		209,605,966
Total minimum lease payments	$	17,522,534	$	272,757,829	$	290,280,363
Less discount to net present value		(5,982,885)		(177,360,043)		(183,342,928)
Less liabilities held for sale		(2,558,483)		(86,792,673)		(89,351,156)
Present value of lease liability	$	8,981,166	$	8,605,113	$	17,586,279

Schedule of supplemental cash flow information

	Three Months Ended
	March 31,
	2025		2024
Cash paid for amounts included in the measurement of lease liabilities:
Lease principal payments - finance	$	—	$	71,066
Lease principal payments - operating		442,553		168,554
Non-cash additions to ROU assets		—		9,270,915
Amortization of operating leases		198,866		170,196

Schedule of other information about leases

	Three Months Ended
	March 31,
	2025		2024
Weighted-average remaining lease term (years) – operating leases	7.19		8.08
Weighted-average remaining lease term (years) – finance leases	15.84		16.82
Weighted-average discount rate – operating leases	12.01	%	8.58	%
Weighted-average discount rate – finance leases	16.19	%	16.21	%

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Intangibles (Tables)

3 Months Ended

Mar. 31, 2025

Intangibles

Schedule of intangible assets

	Licenses & Trademarks
Balance, December 31, 2023	$	8,718,577
Amortization		(819,250)
Balance, December 31, 2024	$	7,899,327
Amortization		(204,810)
Balance, March 31, 2025	$	7,694,517

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Accounts Payable and Accrued Liabilities (Tables)

3 Months Ended

Mar. 31, 2025

Accounts Payable and Accrued Liabilities

Schedule of accounts payable and accrued liabilities

	March 31,		December 31,
	2025		2024
Accounts payable – trade	$	6,463,905	$	2,298,060
Accrued Expenses		4,340,944		6,839,822
Taxes payable		199,088		264,518
Contract liability		1,193,530		1,053,636
Total accounts payable and accrued liabilities	$	12,197,467	$	10,456,036

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Long-Term Debt (Tables)

3 Months Ended

Mar. 31, 2025

Long-Term Debt.

Schedule of long-term debt

	March 31,		December 31,
	2025		2024
Beginning of year	$	62,338,046	$	60,220,535
Proceeds		—		6,700,000
Principal repayments		(936,000)		(1,234,000)
Deferred financing costs		(10,000)		(7,418,770)
PIK interest		408,774		1,634,494
Amortization of deferred financing costs		802,763		2,435,787
End of year		62,603,583		62,338,046
Less: current portion		—		900,000
Total long-term debt	$	62,603,583	$	61,438,046

Schedule of stated maturities of long-term debt

2025	$	—
2026		3,537,300
2027		59,066,283
Total	$	62,603,583

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Convertible Debt (Tables)

3 Months Ended

Mar. 31, 2025

Long-Term Debt.

Schedule of convertible debt

	March 31,		December 31,
	2025		2024
Beginning of period	$	9,862,378	$	9,140,257
Proceeds		—		10,000,000
Deferred financing costs		—		(145,717)
PIK interest		—		363,376
Amortization of deferred financing costs		12,143		279,019
Conversion				(9,774,557)
End of period	$	9,874,521	$	9,862,378
Less: current portion		—		—
Total convertible debt	$	9,874,521	$	9,862,378

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Stockholders' Equity (Tables)

3 Months Ended

Mar. 31, 2025

Stockholders' Equity

Schedule of shares by class

	Par Value	Authorized	Voting Rights
Subordinate Voting Share (“SVS”)	—	Unlimited	1 vote for each share
Multiple Voting Share (“MVS”)	—	Unlimited	100 votes for each share

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Stock-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2025

Stock-Based Compensation

Schedule of weighted average valuation assumptions for stock options

		Three Months Ended
		March 31,		March 31,
		2025		2024
Risk-Free Interest Rate		4.53	%	N/A
Weighted Average Exercise Price	$	0.49	$	N/A
Weighted Average Stock Price	$	0.49	$	N/A
Expected Life of Options (years)		7.00		N/A
Expected Annualized Volatility		100.00	%	N/A
Grant Fair Value	$	0.41	$	N/A
Expected Forfeiture Rate		N/A		N/A
Expected Dividend Yield		N/A		N/A

Schedule of stock option activity

		Weighted Average		Weighted Avg.
	Number of Options	Exercise Price		Remaining Life
Balance, December 31, 2023	29,969,324	$	0.50	6.18
Forfeitures	(2,760,530)		1.29	—
Exercised	(50,000)		0.33	—
Granted	4,073,839		0.48	—
Options Outstanding at December 31, 2024	31,232,633	$	0.43	5.45
Forfeitures	(521,835)		0.27	—
Exercised	(138,654)		0.17	—
Granted	159,156		0.49	—
Options Outstanding at March 31, 2025	30,731,300	$	0.43	5.26
Options Exercisable at March 31, 2025	27,323,396	$	0.42	4.82

Summary of warrants outstanding

	Number of	Weighted Average		Weighted Average
SVS Warrants	Warrants	Exercise Price		Remaining Life
Warrants outstanding at December 31, 2023	16,400,000	$	0.21	4.57
Exercised	(480,437)		0.15	—
Warrants outstanding at December 31, 2024	15,919,563	$	0.22	3.56
Forfeited	(150,000)		1.49	—
Exercised	(265,626)		0.145	—
Warrants outstanding at March 31, 2025	15,503,937	$	0.22	3.32
Warrants exercisable at December 31, 2024	15,503,937	$	0.22	3.32

	Number of	Weighted Average		Weighted Average
SVS Warrants Denominated in C$	Warrants	Exercise Price		Remaining Life
Warrants outstanding at December 31, 2023 and 2024	3,037,649	$	3.50	1.23
Warrants outstanding at March 31, 2025	3,037,649	$	3.50	0.98
Warrants exercisable at March 31, 2025	3,037,649	$	3.50	0.98

Summary of RSU activity

		Weighted Avg.
	Number of Shares	Fair Value
Balance, December 31, 2023	2,543,011	$	0.88
Granted	9,228,462		0.31
Forfeitures	(443,943)		0.54
Balance, December 31, 2024	11,327,530		0.40
Granted	60,989,414		0.42
Settled	(1,160,697)		0.49
Balance, March 31, 2025	71,156,247		0.41
Vested at March 31, 2025	2,708,712	$	0.75

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Selling, General and Administrative Expenses (Tables)

3 Months Ended

Mar. 31, 2025

Selling, General and Administrative Expenses

Schedule of general and administrative expenses

	Three Months Ended March 31,
	2025		2024
Salaries and benefits	$	3,942,098	$	3,512,736
Professional fees		1,398,775		1,427,096
Insurance expenses		420,323		569,185
Advertising		166,542		222,014
Other expenses		1,546,205		1,320,582
Total	$	7,473,943	$	7,051,613

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Supplemental Cash Flow Information (Tables)

3 Months Ended

Mar. 31, 2025

Supplemental Cash Flow Information

Schedule of supplemental cash flow information

	March 31,		March 31,
	2025		2024
Cash paid for interest	$	7,087,258	$	6,799,193
Cash paid for income taxes		—		—
Change in construction accrued expenses		(77,312)		(121,433)

(1) For supplemental cash flow information related to leases, refer to Note 9.

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Description of Business and Summary (Details) - USD ($)	May 02, 2024	Oct. 13, 2022
Arrangement Agreement with Verano Holdings Corp
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Damages sought	$ 860,900,000	$ 14,875,000

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Summary of Significant Accounting Policies - Anti-dilutive shares outstanding (Details) - shares	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares outstanding	136,429,133	123,496,098
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares outstanding	30,731,300	29,945,511
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares outstanding	18,541,586	19,437,649
RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares outstanding	71,156,247	2,543,011
Convertible debt
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares outstanding	16,000,000	71,569,927

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Summary of Significant Accounting Policies - Disaggregation of revenue (Details) - USD ($)	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Disaggregation of Revenue [Line Items]
Revenue	$ 24,540,641	$ 24,087,315
Retail
Disaggregation of Revenue [Line Items]
Revenue	19,233,641	19,599,440
Wholesale
Disaggregation of Revenue [Line Items]
Revenue	$ 5,307,000	$ 4,487,875

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Business Combinations and Dispositions - Acquisitions (Details)	Dec. 31, 2026 USD ($) D $ / shares	Dec. 18, 2024 USD ($) $ / shares
Assets Held for Sale and Dispositions
Share reference price | $ / shares	$ 0.52
Multiple used to qualify for earnout payments based on target adjusted EBITDA growth compared to target reference EBITDA	0.04
Maximum earnout payments	$ 37,500,000
Earnout payments multiple of certain revenue percentages	0.05
Subordinate Voting Shares
Assets Held for Sale and Dispositions
Share reference price | $ / shares		$ 0.52
Maximum share price | $ / shares	$ 1.05
Number of days to calculate volume weighted average price | D	20
Deep Roots Holdings, Inc.
Assets Held for Sale and Dispositions
Reference EBITDA	$ 31,000,000
Clawback percentage of upfront merger consideration	50.00%
Under-performance percentage of reference EBITDA	96.50%
Proper Holdings Management, Inc.
Assets Held for Sale and Dispositions
Reference EBITDA	$ 31,000,000
Equity interests owned included in stock merger consideration calculation		$ 2,139,200
Wholesome Co, Inc.
Assets Held for Sale and Dispositions
Reference EBITDA	$ 16,000,000
Equity interests owned included in stock merger consideration calculation		$ 11,860,800

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Business Combinations and Dispositions - Assets Held for Sale (Details) - USD ($)	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024	Dec. 31, 2024
Businesses in New York, Nevada and Massachusetts
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Operating losses	$ 4,859,841	$ 3,698,934
Disposal Group, Held-for-Sale, Not Discontinued Operations
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Disposal of Impairment loss	0
Disposal Group, Held-for-Sale, Not Discontinued Operations | Businesses in New York, Nevada and Massachusetts
Assets held for sale
Property and equipment	93,399,797		$ 90,177,872
Intangible assets	972,000		972,000
Operating lease, right-of-use-asset	3,381,613		3,381,613
Deposits	2,188,550		2,028,567
Total assets held for sale	99,941,960		96,560,052
Liabilities held for sale
Right of Use Liability	89,351,157		89,387,203
Total liabilities held for sale	$ 89,351,157		$ 89,387,203

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Fair Value Measurements - Assets measured at fair value on a recurring basis (Details)	3 Months Ended
	Mar. 31, 2025 USD ($)
Fair Value Measurements
Asset impairment charge	$ 0

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Accounts Receivable (Details) - USD ($)	Mar. 31, 2025	Dec. 31, 2024
Accounts Receivable
Trade receivable, net	$ 2,424,504	$ 2,870,181
Tax withholding receivable		174,660
Other	1,558,962	1,545,510
Total	3,983,466	4,590,351
Trade Receivables, Allowance For Credit Losses	$ 84,990	84,989
Tax withholding receivable, credit losses		$ 159,275

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Inventory (Details) - USD ($)	Mar. 31, 2025	Dec. 31, 2024
Inventory
Work-in-progress	$ 14,182,173	$ 13,859,238
Finished goods	6,390,280	5,933,200
Other	2,770,847	1,873,926
Total	$ 23,343,300	$ 21,666,364

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Inventory - Schedule of inventory valuation adjustments (Details) - USD ($)	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Inventory
Work-in-progress	$ 18,085	$ (188,200)
Finished goods	414,915	(115,800)
Total	$ 433,000	$ (304,000)

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Prepayments and other current assets (Details) - USD ($)	Mar. 31, 2025	Dec. 31, 2024
Prepayments and other current assets
Prepaid Insurance	$ 530,912	$ 753,579
Other Prepaid Expenses	1,254,752	897,398
Total	$ 1,785,664	$ 1,650,977

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Property and Equipment, Net (Details) - USD ($)	Mar. 31, 2025	Dec. 31, 2024
Property and Equipment, Net
Property and equipment, gross	$ 43,778,514	$ 42,631,737
Less: accumulated depreciation	(10,942,339)	(10,319,975)
Total	32,836,175	32,311,762
Land
Property and Equipment, Net
Property and equipment, gross	863,105	863,105
Buildings and leasehold improvements
Property and Equipment, Net
Property and equipment, gross	16,355,616	16,355,616
Furniture and equipment
Property and Equipment, Net
Property and equipment, gross	7,556,684	7,451,920
Software
Property and Equipment, Net
Property and equipment, gross	39,388	39,388
Vehicles
Property and Equipment, Net
Property and equipment, gross	506,022	491,022
Construction-in-progress
Property and Equipment, Net
Property and equipment, gross	10,885,133	9,858,120
Right of use asset under finance lease
Property and Equipment, Net
Property and equipment, gross	$ 7,572,566	$ 7,572,566

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Property and Equipment, Net - Narrative (Details) - USD ($)	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Property, Plant and Equipment [Line Items]
Depreciation on property and equipment	$ 622,364	$ 633,728
Accumulated amortization of right of use asset under finance lease	2,594,332	2,507,998
Right of use asset under finance lease	7,572,566
Capitalized inventory	545,262	560,180
Asset impairment charge	0
Property and Equipment net
Property, Plant and Equipment [Line Items]
Asset impairment charge	$ 0	$ 0

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Leases - Components of lease expenses (Details) - USD ($)	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Leases
Depreciation of ROU assets	$ 82,512	$ 143,441
Interest on lease liabilities	3,575,328	3,544,177
Operating lease costs	561,436	432,444
Total lease costs	$ 4,219,276	$ 4,120,062

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Leases - Future minimum lease payments (Details)	Mar. 31, 2025 USD ($)
Operating Leases
2025	$ 2,242,480
2026	2,727,346
2027	2,474,144
2028	2,254,049
2029	1,300,615
Thereafter	6,523,900
Total minimum lease payments	17,522,534
Less discount to net present value	(5,982,885)
Less liabilities held for sale	(2,558,483)
Present value of lease liability	8,981,166
Finance Leases
2025	10,352,595
2026	14,183,661
2027	14,606,527
2028	15,042,128
2029	15,490,852
Thereafter	203,082,066
Total minimum lease payments	272,757,829
Less discount to net present value	(177,360,043)
Less liabilities held for sale	(86,792,673)
Present value of lease liability	8,605,113
Total
2025	12,595,075
2026	16,911,007
2027	17,080,671
2028	17,296,177
2029	16,791,467
Thereafter	209,605,966
Total minimum lease payments	290,280,363
Less discount to net present value	(183,342,928)
Less liabilities held for sale	(89,351,156)
Present value of lease liability	$ 17,586,279

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Leases - Narrative (Details) - Cannabis cultivation and manufacturing facilities located in Elk River, Minnesota	Feb. 22, 2024 USD ($) item
Leases
Monthly base rent	$ 82,500
Base rent, annual percentage increase	4.00%
Allowance of tenant improvement	$ 2,000,000
Initial purchase price, amount	$ 13,000,000
Initial purchase price, percentage	3.00%
Number of options to extend operating lease | item	2
Lessee, Operating Lease, Renewal Term	5 years

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Leases - Supplemental cash flow information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Leases
Lease principal payments - finance		$ 71,066
Lease principal payments - operating	$ 442,553	168,554
Non-cash additions to ROU assets		9,270,915
Amortization of operating leases	$ 198,866	$ 170,196

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Leases - Other information (Details)	Mar. 31, 2025	Mar. 31, 2024
Leases
Weighted-average remaining lease term (years) - operating leases	7 years 2 months 8 days	8 years 29 days
Weighted-average remaining lease term (years) - finance leases	15 years 10 months 2 days	16 years 9 months 25 days
Weighted-average discount rate - operating leases	12.01%	8.58%
Weighted-average discount rate - finance leases	16.19%	16.21%

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Intangibles - Finite and Indefinite (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2025	Mar. 31, 2024	Dec. 31, 2024
Finite-lived intangible assets
Amortization	$ (204,810)	$ (204,812)
Licenses & Trademarks
Finite-lived intangible assets
Beginning balance	7,899,327	$ 8,718,577	$ 8,718,577
Amortization	(204,810)		(819,250)
Ending balance	$ 7,694,517		$ 7,899,327

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Intangibles - Expected Amortization (Details) - USD ($)	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Intangibles
Amortization	$ 204,810	$ 204,812
Capitalized cost	24,778	$ 24,778
Future amortization expense
2025	819,655
2026	819,655
2027	819,655
2028	819,655
2029	$ 819,655

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Accounts Payable and Accrued Liabilities (Details) - USD ($)	Mar. 31, 2025	Dec. 31, 2024
Accounts Payable and Accrued Liabilities
Accounts payable - trade	$ 6,463,905	$ 2,298,060
Accrued Expenses	4,340,944	6,839,822
Taxes payable	199,088	264,518
Contract liability	1,193,530	1,053,636
Total accounts payable and accrued liabilities	$ 12,197,467	$ 10,456,036

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Long-Term Debt - Narrative (Details) - USD ($)								3 Months Ended		12 Months Ended
	Nov. 27, 2024	Jul. 31, 2024	Nov. 19, 2023	Mar. 31, 2023	Jan. 31, 2022	Nov. 18, 2021	Mar. 25, 2021	Mar. 31, 2025	Mar. 31, 2024	Dec. 31, 2017	Dec. 31, 2024	May 21, 2024	Nov. 19, 2021	Dec. 31, 2019
Long-Term Debt
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration]					us-gaap:PrimeRateMember		us-gaap:PrimeRateMember
Long-term debt
Long-Term Debt
Deferred financing costs as contra liability								$ 5,704,752			$ 6,576,985
Subordinate Voting Shares
Long-Term Debt
Shares issued in private placement (in shares)				15,000,000
Promissory Note
Long-Term Debt
Note payable amount										$ 1,010,000				$ 1,110,000
Interest rate										15.00%
Frequency of periodic payments										monthly
Promissory Note | Charm City Medicus, LLC
Long-Term Debt
Note payable amount													$ 2,000,000
Interest rate	18.00%		15.00%										8.00%
Principal amount paid off	$ 100,000		$ 1,000,000					900,000
Credit Facility
Long-Term Debt
Interest rate						15.00%
Maximum aggregate principal amount						$ 4,200,000	$ 46,000,000
Proceeds from Credit Facility							$ 26,000,000
Interest rate (variable rate)							10.375%
Interest rate, paid in kind						2.00%	2.75%
Accrued deferred financing cost issued				15,000,000
Deferred financing costs fair value		$ 5,387,500		$ 1,407,903
Price per share		$ 0.431		$ 0.094
Percentage of discount to market price				22.00%
Trading lock up period				4 months
Credit Facility | Interest expense
Long-Term Debt
Monthly credit monitoring fee								$ 130,400	$ 130,400
Credit Facility | Subordinate Voting Shares
Long-Term Debt
Shares issued in private placement (in shares)		12,500,000
Term Loan
Long-Term Debt
Note payable amount												$ 1,200,000
Interest rate												12.00%
Deferred financing costs fair value												$ 68,600
Arrangement Agreement with Verano Holdings Corp
Long-Term Debt
Interest rate					13.375%
Interest rate (variable rate)					10.375%
Interest rate, paid in kind					2.75%
Arrangement Agreement with Verano Holdings Corp | Maximum
Long-Term Debt
Maximum aggregate principal amount					$ 55,000,000

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Long-Term Debt - Summary (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2025	Dec. 31, 2024
Long-Term Debt
Less: current portion		$ 900,000
Total long-term debt	$ 62,603,583	61,438,046
Promissory Note And Line Of Credit
Long-Term Debt
Beginning of year	62,338,046	60,220,535
Proceeds		6,700,000
Principal repayments	(936,000)	(1,234,000)
Deferred financing costs	(10,000)	(7,418,770)
PIK interest	408,774	1,634,494
Amortization of deferred financing costs	802,763	2,435,787
End of year	62,603,583	62,338,046
Less: current portion		900,000
Total long-term debt	62,603,583	61,438,046
Stated maturities of long-term debt
2026	3,537,300
2027	59,066,283
Total	$ 62,603,583	$ 62,338,046

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Convertible Debt (Details) - USD ($)		3 Months Ended
	Jul. 31, 2024	Mar. 31, 2025	Dec. 31, 2024	Nov. 01, 2024
Subordinate Voting Shares
Convertible Debt
Conversion of convertible debt (in shares)		720,100
Subordinate Voting Shares | Chicago Atlantic Opportunity Portfolio, LP
Convertible Debt
Conversion of convertible debt (in shares)	73,016,061
Convertible Notes
Convertible Debt
Deferred financing costs unamortized		$ 125,472	$ 137,622
New Convertible Notes
Convertible Debt
Maximum aggregate principal amount				$ 10,000,000
Interest rate				12.00%
Conversion price per share				$ 0.625
Deferred financing costs unamortized				$ 145,717

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Convertible Debt - Summary (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2025	Dec. 31, 2024
Convertible Debt
Total convertible debt	$ 9,874,521	$ 9,862,378
Convertible Notes
Convertible Debt
Beginning of period	9,862,378	9,140,257
Proceeds		10,000,000
Deferred financing costs		(145,717)
PIK interest		363,376
Amortization of deferred financing costs	12,143	279,019
Conversion		(9,774,557)
End of period	9,874,521	9,862,378
Total convertible debt	$ 9,874,521	$ 9,862,378

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Stockholders' Equity - Shares - Tabular Disclosure (Details)	3 Months Ended	12 Months Ended
	Mar. 31, 2025 Vote $ / shares	Dec. 31, 2024
Subordinate Voting Shares
Common stock
Common stock, no par value (in dollars per share) | $ / shares	$ 0
Common stock, authorized	Unlimited	Unlimited
Common stock, voting rights	1 vote for each share
Common stock, voting rights, votes per share | Vote	1
Multiple Voting Shares
Common stock
Common stock, no par value (in dollars per share) | $ / shares	$ 0
Common stock, authorized	Unlimited	Unlimited
Common stock, voting rights	100 votes for each share
Common stock, voting rights, votes per share | Vote	100

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Stockholders' Equity - Shares - General Information (Details)	Mar. 31, 2025 Vote shares
Subordinate Voting Shares
Common stock
Common stock, voting rights, votes per share	1
Multiple Voting Shares
Common stock
Common stock, voting rights, votes per share	100
Common stock, convertible, number of shares (in shares) | shares	100

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Stockholders' Equity - Shares Issued (Details) - USD ($)		3 Months Ended		12 Months Ended
	Jul. 31, 2024	Mar. 31, 2025	Mar. 31, 2024	Dec. 31, 2024
Stockholders' Equity
Options exercised (in shares)		138,654		50,000
Proceeds from option exercises		$ 23,110
Proceeds from warrant exercises		$ 38,516
Number of Subordinate Voting Shares issued on redemption of Multiple Voting Shares			1,034,200
RSUs
Stockholders' Equity
Stock issuance (in shares)		1,077,859
Net settlement of stock-based compensation (in shares)		239,633
Share-based payment arrangement, shares issued net of tax withholdings (in shares)		838,226
Warrants
Stockholders' Equity
Proceeds from warrant exercises		$ 38,516
Multiple Voting Shares
Stockholders' Equity
Number of shares converted		7,201
Number of shares redeemed			10,342
Subordinate Voting Shares
Stockholders' Equity
Number of shares converted		720,100
Options exercised (in shares)		138,655
Proceeds from option exercises		$ 23,110
Number of stock warrants exercised for subordinate Voting Shares		265,626
Subordinate Voting Shares | Chicago Atlantic Opportunity Portfolio, LP
Stockholders' Equity
Number of shares converted	73,016,061

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Stock-Based Compensation - Stock Options - General Information (Details) - Employee Stock Option	3 Months Ended
	Mar. 31, 2025
Stock-Based Compensation
Percentage of the number of shares outstanding assuming conversion of all super voting shares and multiple voting shares to subordinate voting shares permitted to be issued (as a percent)	10.00%
Percentage of the fair market value of shares on the date of grant (as a percent)	100.00%
Maximum
Stock-Based Compensation
Expiration period	10 years

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Stock-Based Compensation - Stock Options - Assumptions (Details) - Employee Stock Option	3 Months Ended
	Mar. 31, 2025 $ / shares
Weighted average assumptions
Risk-Free Interest Rate (as a percent)	4.53%
Weighted Average Exercise Price	$ 0.49
Weighted Average Stock Price	$ 0.49
Expected Life of Options (years)	7 years
Expected Annualized Volatility (as a percent)	100.00%
Grant Fair Value	$ 0.41

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Stock-Based Compensation - Stock Options - Activity (Details) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Number of Shares
Beginning balance (in shares)	31,232,633	29,969,324
Forfeitures (in shares)	(521,835)	(2,760,530)
Exercised (in shares)	(138,654)	(50,000)
Granted (in shares)	159,156	4,073,839
Ending balance (in shares)	30,731,300	31,232,633	29,969,324
Weighted Average Exercise Price
Beginning of period (in dollars per share)	$ 0.43	$ 0.5
Forfeitures (in dollars per share)	0.27	1.29
Exercised (in dollars per share)	0.17	0.33
Granted (in dollars per share)	0.49	0.48
End of period (in dollars per share)	$ 0.43	$ 0.43	$ 0.5
Additional Information
Weighted average remaining life	5 years 3 months 3 days	5 years 5 months 12 days	6 years 2 months 4 days
Options exercisable, outstanding (in shares)	27,323,396
Options exercisable, weighted average exercise price (in dollars per share)	$ 0.42
Options exercisable, weighted average remaining life	4 years 9 months 25 days

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Stock-Based Compensation - Stock Options - Stock-based Compensation Expense (Details) - USD ($)	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Stock-based compensation expense
Stock-based compensation expense	$ 1,321,220	$ 179,789
Employee Stock Option
Stock-based compensation expense
Stock-based compensation expense	$ 172,721	$ 86,732

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Stock-Based Compensation - Stock Options - Unrecognized Compensation Costs (Details) - Employee Stock Option	3 Months Ended
	Mar. 31, 2025 USD ($)
Unrecognized compensation costs
Unrecognized compensation costs	$ 617,196
Cost not yet recognized, period for recognition	1 year 9 months 18 days

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Stock-Based Compensation - Stock Options - Intrinsic Value (Details)	Mar. 31, 2025 USD ($)
Additional Information
Options outstanding, intrinsic value	$ 4,382,709
Options exercisable, intrinsic value	$ 4,183,499

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Stock-Based Compensation - Warrants - General Information (Details)	Mar. 31, 2025 shares
Common Stock Warrants, Equity, Subordinate Voting Share Warrants
Warrants
Warrants, number of shares called by each warrant (in shares)	1

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Stock-Based Compensation - Warrants - Outstanding (Details) - USD ($)	3 Months Ended		12 Months Ended		24 Months Ended
	Mar. 31, 2025	Mar. 31, 2024	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2024
Warrants
Stock-based compensation expense	$ 1,321,220	$ 179,789
SVS Warrants
Warrants
Warrants outstanding, beginning balance (in shares)	15,919,563	16,400,000	16,400,000
Forfeited (in shares)	(150,000)
Exercised (in shares)	(265,626)		(480,437)
Warrants outstanding, ending balance (in shares)	15,503,937		15,919,563	16,400,000	15,919,563
Warrants exercisable (in shares)	15,503,937
Weighted average exercise price, beginning of period (in dollars per share)	$ 0.22	$ 0.21	$ 0.21
Exercised (in dollars per share)	0.145		0.15
Forfeited (in dollars per share)	1.49
Weighted average exercise price, end of period (in dollars per share)	0.22		$ 0.22	$ 0.21	$ 0.22
Warrants exercisable, weighted average exercise price (in dollars per share)	$ 0.22
Weighted average remaining life	3 years 3 months 25 days		3 years 6 months 21 days	4 years 6 months 25 days
Warrants exercisable, weighted average remaining life	3 years 3 months 25 days
SVS Warrants Denominated
Warrants
Warrants outstanding, beginning balance (in shares)	3,037,649
Warrants outstanding, ending balance (in shares)	3,037,649		3,037,649		3,037,649
Warrants exercisable (in shares)	3,037,649
Weighted average exercise price, beginning of period (in dollars per share)	$ 3.5
Weighted average exercise price, end of period (in dollars per share)	3.5		$ 3.5		$ 3.5
Warrants exercisable, weighted average exercise price (in dollars per share)	$ 3.5
Weighted average remaining life	11 months 23 days				1 year 2 months 23 days
Warrants exercisable, weighted average remaining life	11 months 23 days

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Stock-Based Compensation - Warrants - Stock-based Compensation Expense (Details)	3 Months Ended
	Mar. 31, 2025 USD ($)
Stock-based compensation expense
Warrants issued in financing activities	$ 38,516

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Stock-Based Compensation - RSU (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2025	Mar. 31, 2024	Dec. 31, 2024
Stock-Based Compensation
Stock-based compensation expense	$ 1,321,220	$ 179,789
RSUs
Stock-Based Compensation
Vesting Period	3 years
Stock-based compensation expense	$ 1,288,129	$ 93,057
Number of Shares
Beginning balance (in shares)	11,327,530	2,543,011	2,543,011
Granted (in shares)	60,989,414		9,228,462
Settled (in shares)	(1,160,697)
Forfeitures (in Shares)			(443,943)
Ending balance (in shares)	71,156,247		11,327,530
Vested (in Shares)	2,708,712
Weighted Average Exercise Price
Beginning of period (in dollars per share)	$ 0.4	$ 0.88	$ 0.88
Granted (in dollars per share)	0.42		0.31
Settled (in dollars per share)	0.49
Forfeitures (in dollars per share)			0.54
End of period (in dollars per share)	0.41		$ 0.4
Vested (in dollars per share)	$ 0.75

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Commitments and Contingencies (Details) - Arrangement Agreement with Verano Holdings Corp			12 Months Ended
	May 02, 2024 USD ($)	Oct. 13, 2022 USD ($)	Dec. 31, 2023 item	Jan. 31, 2022
Commitments and Contingencies
Damages sought | $	$ 860,900,000	$ 14,875,000
Lists of documents served for examination | item			4
Subordinate Voting Shares
Commitments and Contingencies
Exchange ratio				0.22652
Multiple Voting Shares
Commitments and Contingencies
Exchange ratio				22.652

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Selling, General and Administrative Expenses (Details) - USD ($)	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Selling, General and Administrative Expenses
Salaries and benefits	$ 3,942,098	$ 3,512,736
Professional fees	1,398,775	1,427,096
Insurance expenses	420,323	569,185
Advertising	166,542	222,014
Other expenses	1,546,205	1,320,582
Total	$ 7,473,943	$ 7,051,613

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Other Income (Expense) (Details)			3 Months Ended		12 Months Ended
	Oct. 09, 2024 shares	May 10, 2023 shares	Mar. 31, 2025 USD ($) $ / shares Y shares	Mar. 31, 2024 USD ($)	Dec. 31, 2024 USD ($)
Unusual Risk or Uncertainty [Line Items]
Government assistance, income, increase (decrease) | $			$ 972,888		$ 0
Warrants held | $			1,751,906		2,270,964
Warrants receivable | $			$ 519,058	$ 1,327,879
Grown Rogue International Inc.
Unusual Risk or Uncertainty [Line Items]
Warrants issuable under agreement | shares		8,500,000
Exercise price of warrants (in dollars per share) | $ / shares			$ 0.158
Warrants forfeited (in shares) | shares	4,500,000
Warrants outstanding (in shares) | shares			4,000,000
Warrants held | $			$ 1,751,906		$ 2,270,964
Granted (in shares) | shares	8,500,000
Grown Rogue International Inc. | Share price
Unusual Risk or Uncertainty [Line Items]
Warrants, measurement input | $ / shares			0.52
Grown Rogue International Inc. | Expected life
Unusual Risk or Uncertainty [Line Items]
Warrants, measurement input | Y			3.52
Grown Rogue International Inc. | Risk free interest rate
Unusual Risk or Uncertainty [Line Items]
Warrants, measurement input			3.96
Grown Rogue International Inc. | Volatility
Unusual Risk or Uncertainty [Line Items]
Warrants, measurement input			100

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Segment Reporting (Details)	3 Months Ended
	Mar. 31, 2025 segment
Segment Reporting
Number of reportable segment	1

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Supplemental Cash Flow Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Supplemental Cash Flow Information
Cash paid for interest	$ 7,087,258	$ 6,799,193
Change in construction accrued expenses	$ (77,312)	$ (121,433)

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Financial Instruments (Details)	3 Months Ended
	Mar. 31, 2025 USD ($)
Financial Instruments
Effect on net income of 100 basis point change in US prime rate	$ 140,878

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Related Parties Transactions (Details) - USD ($)	3 Months Ended
	Mar. 31, 2025	Dec. 31, 2024
Related Party Transaction [Line Items]
Due to related parties	$ 0	$ 0
Affiliated Entity | Chicago Atlantic Admin, LLC | CEO John Mazarakis
Related Party Transaction [Line Items]
Percentage interest in Company transactions with Agent	29.00%