{"filing":{"accession_number":"0001104659-26-072936","cik":"0001771706","ticker":"VREOF","company_name":"Vireo Growth Inc.","form":"8-K","filing_date":"2026-06-11","report_date":null,"primary_document":"tm2617497d2_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1771706/000110465926072936/tm2617497d2_8k.htm"},"events":[{"id":5290,"run_id":4637,"accession_number":"0001104659-26-072936","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"summary":"Vireo Growth Inc. acquired 100% of the Partnership Interests in Agribusiness Holdings (which indirectly provides 100% ownership of Bridgewell) on June 5, 2026, for approximately US$13.66 million in convertible subordinated notes. The acquisition was funded through issuance of convertible promissory notes and included assumption of approximately $30.35 million in existing indebtedness, materially affecting the registrant's assets, capital structure, and business scope.","company_name":"Vireo Growth Inc.","ticker":"VREOF","filing_date":"2026-06-11","form":"8-K","submitted_at":null,"items":[{"id":6253,"accession_number":"0001104659-26-072936","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Vireo Growth Inc. entered into a Securities Purchase Agreement on June 5, 2026, to acquire 100% of the Partnership Interests in Agribusiness Holdings, which indirectly gives the Company 100% ownership of Bridgewell. The acquisition closed contemporaneously with execution, with a closing purchase price of approximately US$13.66 million funded through issuance of convertible promissory notes. This is a material acquisition transaction requiring Item 1.01 disclosure and would materially affect investor assessment of the registrant's assets, capital structure, and business scope.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-11T20:10:18.050152+00:00","company_name":"","ticker":null,"filing_date":""},{"id":6254,"accession_number":"0001104659-26-072936","item_number":"2.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"Item 2.03 discloses creation of direct financial obligations totaling approximately $44 million in connection with the closing of an Acquisition on June 5, 2026: issuance of $13.66 million in convertible subordinated notes to sellers and assumption of $30.35 million in existing indebtedness. While Item 2.03 is technically about debt creation, the prose explicitly ties these obligations to the Acquisition closing and references Item 1.01 (M\u0026A activity), making the acquisition the material event. The disclosure of related-party involvement (CEO as partner of lender affiliate) adds materiality.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-11T20:10:18.050152+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":5291,"run_id":4637,"accession_number":"0001104659-26-072936","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"summary":"Vireo Growth Inc. issued convertible subordinated notes and subordinate voting shares issuable upon conversion in a private placement exempt under Section 4(a)(2) and Regulation D. The convertible securities will result in equity dilution upon conversion, materially affecting investor assessment of ownership and capital structure.","company_name":"Vireo Growth Inc.","ticker":"VREOF","filing_date":"2026-06-11","form":"8-K","submitted_at":null,"items":[{"id":6255,"accession_number":"0001104659-26-072936","item_number":"3.02","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Item 3.02 discloses unregistered issuance of convertible notes (the \"Notes\") and subordinate voting shares issuable upon conversion, structured as a private placement exempt under Section 4(a)(2) and Regulation D. This is a classic dilutive issuance involving convertible securities that will result in equity dilution upon conversion, material to investors assessing ownership and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-11T20:10:18.050152+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":5292,"run_id":4637,"accession_number":"0001104659-26-072936","anchor_item_number":"7.01","event_type":"other_material","event_domain":"catchall","is_material":false,"confidence":0.45,"summary":"Vireo Growth Inc. issued a press release on June 5, 2026, disclosing material corporate developments. The substance of the announcement is not disclosed in the Item 7.01 filing itself but is attached as Exhibit 99.1.","company_name":"Vireo Growth Inc.","ticker":"VREOF","filing_date":"2026-06-11","form":"8-K","submitted_at":null,"items":[{"id":6256,"accession_number":"0001104659-26-072936","item_number":"7.01","item_title":null,"event_type":"other_material","event_domain":"catchall","is_material":false,"confidence":0.45,"reasoning":"This Item 7.01 disclosure is a boilerplate Regulation FD notice indicating that a press release was issued on June 5, 2026, with the actual content attached as Exhibit 99.1. The section itself does not disclose the substance of the announcement—only that one occurred. Without access to the exhibit content, the materiality and specific event type cannot be determined from this Item alone. The disclosure is procedurally required but substantively opaque.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-11T20:10:18.050152+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":6253,"accession_number":"0001104659-26-072936","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Vireo Growth Inc. entered into a Securities Purchase Agreement on June 5, 2026, to acquire 100% of the Partnership Interests in Agribusiness Holdings, which indirectly gives the Company 100% ownership of Bridgewell. The acquisition closed contemporaneously with execution, with a closing purchase price of approximately US$13.66 million funded through issuance of convertible promissory notes. This is a material acquisition transaction requiring Item 1.01 disclosure and would materially affect investor assessment of the registrant's assets, capital structure, and business scope.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-11T20:10:18.050152+00:00","company_name":"Vireo Growth Inc.","ticker":"VREOF","filing_date":"2026-06-11"},{"id":6254,"accession_number":"0001104659-26-072936","item_number":"2.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"Item 2.03 discloses creation of direct financial obligations totaling approximately $44 million in connection with the closing of an Acquisition on June 5, 2026: issuance of $13.66 million in convertible subordinated notes to sellers and assumption of $30.35 million in existing indebtedness. While Item 2.03 is technically about debt creation, the prose explicitly ties these obligations to the Acquisition closing and references Item 1.01 (M\u0026A activity), making the acquisition the material event. The disclosure of related-party involvement (CEO as partner of lender affiliate) adds materiality.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-11T20:10:18.050152+00:00","company_name":"Vireo Growth Inc.","ticker":"VREOF","filing_date":"2026-06-11"},{"id":6255,"accession_number":"0001104659-26-072936","item_number":"3.02","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Item 3.02 discloses unregistered issuance of convertible notes (the \"Notes\") and subordinate voting shares issuable upon conversion, structured as a private placement exempt under Section 4(a)(2) and Regulation D. This is a classic dilutive issuance involving convertible securities that will result in equity dilution upon conversion, material to investors assessing ownership and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-11T20:10:18.050152+00:00","company_name":"Vireo Growth Inc.","ticker":"VREOF","filing_date":"2026-06-11"},{"id":6256,"accession_number":"0001104659-26-072936","item_number":"7.01","item_title":null,"event_type":"other_material","event_domain":"catchall","is_material":false,"confidence":0.45,"reasoning":"This Item 7.01 disclosure is a boilerplate Regulation FD notice indicating that a press release was issued on June 5, 2026, with the actual content attached as Exhibit 99.1. The section itself does not disclose the substance of the announcement—only that one occurred. Without access to the exhibit content, the materiality and specific event type cannot be determined from this Item alone. The disclosure is procedurally required but substantively opaque.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-11T20:10:18.050152+00:00","company_name":"Vireo Growth Inc.","ticker":"VREOF","filing_date":"2026-06-11"}]}