{"filing":{"accession_number":"0001104659-26-101481","cik":"0001771706","ticker":"VREOF","company_name":"Vireo Growth Inc.","form":"8-K","filing_date":"2026-08-26","report_date":"2026-08-21","primary_document":"tm2623956d2_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1771706/000110465926101481/tm2623956d2_8k.htm"},"events":[{"id":29732,"run_id":27238,"accession_number":"0001104659-26-101481","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.97,"summary":"Vireo Growth Inc. completed its acquisition of all issued and outstanding common shares of C21 Investments Inc. pursuant to a court-approved plan of arrangement on August 21, 2026, issuing 2,766,409 subordinate voting shares as consideration. The transaction adds three Nevada dispensaries and approximately 104,000 square feet of cultivation capacity to Vireo's platform, making C21 a wholly owned subsidiary.","company_name":"Vireo Growth Inc.","ticker":"VREOF","filing_date":"2026-08-26","form":"8-K","submitted_at":null,"items":[{"id":32111,"accession_number":"0001104659-26-101481","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"This Item 2.01 discloses the completion of Vireo's acquisition of all issued and outstanding common shares of C21 Investments Inc. pursuant to a court-approved plan of arrangement dated June 14, 2026. The transaction was effected on August 21, 2026, with Vireo issuing 2,766,409 subordinate voting shares as consideration, resulting in C21 becoming a wholly owned subsidiary. This is a material acquisition that expands Vireo's Nevada footprint with three dispensaries and approximately 104,000 sq. ft. of cultivation capacity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-26T20:08:43.916332+00:00","company_name":"","ticker":null,"filing_date":""},{"id":32112,"accession_number":"0001104659-26-101481","item_number":"3.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 discloses the issuance of 2,766,409 Vireo subordinate voting shares in connection with Vireo's completed acquisition of all issued and outstanding C21 Shares pursuant to a court-approved plan of arrangement. While Item 3.02 nominally addresses unregistered equity issuances, the core event disclosed is the completion of a material acquisition—C21 Investments Inc.—which adds three Nevada dispensaries and 104,000 sq. ft. of cultivation capacity to Vireo's platform. The shares were issued under Section 3(a)(10) as consideration for the acquisition, making this fundamentally an M\u0026A completion event rather than a standalone dilutive equity raise.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-26T20:08:43.916332+00:00","company_name":"","ticker":null,"filing_date":""},{"id":32113,"accession_number":"0001104659-26-101481","item_number":"7.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The disclosure announces the completion of Vireo's acquisition of all issued and outstanding shares of C21 Investments Inc. pursuant to a court-approved plan of arrangement. Vireo issued 2,766,409 subordinate voting shares in exchange for 100% of C21's common shares, acquiring three Nevada dispensaries and approximately 104,000 sq. ft. of cultivation capacity. This is a material acquisition that expands Vireo's Nevada footprint and operational capacity, clearly falling under Item 1.01 (Completion of Acquisition or Disposition of Assets).","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-26T20:08:43.916332+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":32111,"accession_number":"0001104659-26-101481","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"This Item 2.01 discloses the completion of Vireo's acquisition of all issued and outstanding common shares of C21 Investments Inc. pursuant to a court-approved plan of arrangement dated June 14, 2026. The transaction was effected on August 21, 2026, with Vireo issuing 2,766,409 subordinate voting shares as consideration, resulting in C21 becoming a wholly owned subsidiary. This is a material acquisition that expands Vireo's Nevada footprint with three dispensaries and approximately 104,000 sq. ft. of cultivation capacity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-26T20:08:43.916332+00:00","company_name":"Vireo Growth Inc.","ticker":"VREOF","filing_date":"2026-08-26"},{"id":32112,"accession_number":"0001104659-26-101481","item_number":"3.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 discloses the issuance of 2,766,409 Vireo subordinate voting shares in connection with Vireo's completed acquisition of all issued and outstanding C21 Shares pursuant to a court-approved plan of arrangement. While Item 3.02 nominally addresses unregistered equity issuances, the core event disclosed is the completion of a material acquisition—C21 Investments Inc.—which adds three Nevada dispensaries and 104,000 sq. ft. of cultivation capacity to Vireo's platform. The shares were issued under Section 3(a)(10) as consideration for the acquisition, making this fundamentally an M\u0026A completion event rather than a standalone dilutive equity raise.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-26T20:08:43.916332+00:00","company_name":"Vireo Growth Inc.","ticker":"VREOF","filing_date":"2026-08-26"},{"id":32113,"accession_number":"0001104659-26-101481","item_number":"7.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The disclosure announces the completion of Vireo's acquisition of all issued and outstanding shares of C21 Investments Inc. pursuant to a court-approved plan of arrangement. Vireo issued 2,766,409 subordinate voting shares in exchange for 100% of C21's common shares, acquiring three Nevada dispensaries and approximately 104,000 sq. ft. of cultivation capacity. This is a material acquisition that expands Vireo's Nevada footprint and operational capacity, clearly falling under Item 1.01 (Completion of Acquisition or Disposition of Assets).","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-26T20:08:43.916332+00:00","company_name":"Vireo Growth Inc.","ticker":"VREOF","filing_date":"2026-08-26"}]}