{"filing":{"accession_number":"0001104659-26-095427","cik":"0001771706","ticker":"VREOF","company_name":"Vireo Growth Inc.","form":"8-K","filing_date":"2026-08-13","report_date":"2026-08-07","primary_document":"tm2622759d4_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1771706/000110465926095427/tm2622759d4_8k.htm"},"events":[{"id":27458,"run_id":25031,"accession_number":"0001104659-26-095427","anchor_item_number":"1.01","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.94,"summary":"Vireo Growth entered into a senior secured asset-based revolving credit facility with Bank of Montreal on August 7, 2026, providing $65 million in initial commitments, expandable to $85 million and further to $105 million, with a five-year term secured by substantially all assets and bearing interest at SOFR plus 1.75%-2.00% or base rate plus 0.75%-1.00%. The facility is designed to refinance existing indebtedness, fund working capital, and finance acquisitions.","company_name":"Vireo Growth Inc.","ticker":"VREOF","filing_date":"2026-08-13","form":"8-K","submitted_at":null,"items":[{"id":29013,"accession_number":"0001104659-26-095427","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Vireo Growth entered into a senior secured asset-based revolving credit facility with Bank of Montreal on August 7, 2026, providing $65 million in initial commitments, expandable to $85 million and further to $105 million. This is a material creation of a new direct financial obligation—a revolving credit facility with a five-year term, secured by substantially all assets of the borrowers, bearing interest at SOFR plus 1.75%-2.00% or base rate plus 0.75%-1.00%. The facility is explicitly designed to refinance existing indebtedness, fund working capital, and finance acquisitions, making it a core capital structure event material to investors.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-13T11:03:56.510558+00:00","company_name":"","ticker":null,"filing_date":""},{"id":29015,"accession_number":"0001104659-26-095427","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an Obligation","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 2.03 discloses the creation of direct financial obligations through a senior secured asset-based revolving credit facility. The Borrowers entered into a Credit Agreement on August 7, 2026, establishing revolving loan borrowings of up to $85 million (expandable to $105 million), letter of credit obligations, and swing line loan obligations. This is a material new debt obligation secured by substantially all personal property of the loan parties, with proceeds to refinance existing indebtedness and fund working capital and acquisitions.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-13T11:03:56.510558+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":27459,"run_id":25031,"accession_number":"0001104659-26-095427","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.97,"summary":"Vireo Growth completed the acquisition of 17 Colorado retail cannabis dispensary assets (PharmaCann Transaction) on August 7, 2026, for approximately $48.7 million in consideration consisting of 3,004,751 subordinate voting shares and assumption of liabilities, expanding its Colorado retail footprint to 56 dispensary locations.","company_name":"Vireo Growth Inc.","ticker":"VREOF","filing_date":"2026-08-13","form":"8-K","submitted_at":null,"items":[{"id":29014,"accession_number":"0001104659-26-095427","item_number":"2.01","item_title":"Completion of Acquisition or Disposition of Assets.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Item 2.01 discloses completion of the PharmaCann Transaction, an acquisition of 17 Colorado retail cannabis dispensary assets for approximately $48.7 million in consideration (3,004,751 subordinate voting shares plus assumption of liabilities). The filing explicitly states \"On August 7, 2026, the Company completed the previously announced acquisition\" and describes the Asset Purchase Agreement, closing adjustments, and integration of the acquired operations into Vireo's Colorado platform, expanding its footprint to 56 dispensary locations. This is a material acquisition completion.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-13T11:03:56.510558+00:00","company_name":"","ticker":null,"filing_date":""},{"id":29018,"accession_number":"0001104659-26-095427","item_number":"7.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The Item 7.01 disclosure furnishes two press releases (Exhibits 99.1 and 99.2) announcing material events. EX-99.2 discloses completion of the acquisition of PharmaCann Colorado retail assets for approximately $49.0 million in consideration, expanding Vireo's Colorado retail footprint to 56 locations. This is a material acquisition completion that would affect a reasonable investor's assessment of the registrant's growth and capital deployment. While EX-99.1 also announces a $65 million credit facility, the acquisition completion is the more salient M\u0026A event disclosed in this Item 7.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-13T11:03:56.510558+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":27460,"run_id":25031,"accession_number":"0001104659-26-095427","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"summary":"Vireo Growth issued approximately 3,004,751 subordinate voting shares as consideration in the PharmaCann acquisition, representing approximately $48.7 million in equity consideration in a transaction exempt from Securities Act registration under Section 4(a)(2) and Regulation D.","company_name":"Vireo Growth Inc.","ticker":"VREOF","filing_date":"2026-08-13","form":"8-K","submitted_at":null,"items":[{"id":29016,"accession_number":"0001104659-26-095427","item_number":"3.02","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"Item 3.02 discloses the issuance of Vireo subordinate voting shares as consideration in the PharmaCann acquisition, with total consideration of approximately $49.0 million. The Item explicitly incorporates by reference Item 2.01 regarding \"the issuance of the Consideration Shares in connection with the PharmaCann Transaction.\" This is a material unregistered equity issuance used to fund an acquisition, which is the core definition of dilutive_issuance. While the acquisition itself (ma_activity) is also material, Item 3.02 specifically focuses on the equity issuance component.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-13T11:03:56.510558+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":29013,"accession_number":"0001104659-26-095427","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Vireo Growth entered into a senior secured asset-based revolving credit facility with Bank of Montreal on August 7, 2026, providing $65 million in initial commitments, expandable to $85 million and further to $105 million. This is a material creation of a new direct financial obligation—a revolving credit facility with a five-year term, secured by substantially all assets of the borrowers, bearing interest at SOFR plus 1.75%-2.00% or base rate plus 0.75%-1.00%. The facility is explicitly designed to refinance existing indebtedness, fund working capital, and finance acquisitions, making it a core capital structure event material to investors.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-13T11:03:56.510558+00:00","company_name":"Vireo Growth Inc.","ticker":"VREOF","filing_date":"2026-08-13"},{"id":29014,"accession_number":"0001104659-26-095427","item_number":"2.01","item_title":"Completion of Acquisition or Disposition of Assets.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Item 2.01 discloses completion of the PharmaCann Transaction, an acquisition of 17 Colorado retail cannabis dispensary assets for approximately $48.7 million in consideration (3,004,751 subordinate voting shares plus assumption of liabilities). The filing explicitly states \"On August 7, 2026, the Company completed the previously announced acquisition\" and describes the Asset Purchase Agreement, closing adjustments, and integration of the acquired operations into Vireo's Colorado platform, expanding its footprint to 56 dispensary locations. This is a material acquisition completion.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-13T11:03:56.510558+00:00","company_name":"Vireo Growth Inc.","ticker":"VREOF","filing_date":"2026-08-13"},{"id":29015,"accession_number":"0001104659-26-095427","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an Obligation","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 2.03 discloses the creation of direct financial obligations through a senior secured asset-based revolving credit facility. The Borrowers entered into a Credit Agreement on August 7, 2026, establishing revolving loan borrowings of up to $85 million (expandable to $105 million), letter of credit obligations, and swing line loan obligations. This is a material new debt obligation secured by substantially all personal property of the loan parties, with proceeds to refinance existing indebtedness and fund working capital and acquisitions.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-13T11:03:56.510558+00:00","company_name":"Vireo Growth Inc.","ticker":"VREOF","filing_date":"2026-08-13"},{"id":29016,"accession_number":"0001104659-26-095427","item_number":"3.02","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"Item 3.02 discloses the issuance of Vireo subordinate voting shares as consideration in the PharmaCann acquisition, with total consideration of approximately $49.0 million. The Item explicitly incorporates by reference Item 2.01 regarding \"the issuance of the Consideration Shares in connection with the PharmaCann Transaction.\" This is a material unregistered equity issuance used to fund an acquisition, which is the core definition of dilutive_issuance. While the acquisition itself (ma_activity) is also material, Item 3.02 specifically focuses on the equity issuance component.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-13T11:03:56.510558+00:00","company_name":"Vireo Growth Inc.","ticker":"VREOF","filing_date":"2026-08-13"},{"id":29018,"accession_number":"0001104659-26-095427","item_number":"7.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The Item 7.01 disclosure furnishes two press releases (Exhibits 99.1 and 99.2) announcing material events. EX-99.2 discloses completion of the acquisition of PharmaCann Colorado retail assets for approximately $49.0 million in consideration, expanding Vireo's Colorado retail footprint to 56 locations. This is a material acquisition completion that would affect a reasonable investor's assessment of the registrant's growth and capital deployment. While EX-99.1 also announces a $65 million credit facility, the acquisition completion is the more salient M\u0026A event disclosed in this Item 7.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-13T11:03:56.510558+00:00","company_name":"Vireo Growth Inc.","ticker":"VREOF","filing_date":"2026-08-13"}]}