EX-99.1 2 vreof-20260317xex99d1.htm EX-99.1

Exhibit 99.1

Graphic

Vireo Growth Inc. Announces Fourth Quarter 2025 Results

Q4 GAAP revenue of $104.5 million increased 317.7% year-over-year, driven by recently closed M&A transactions

On a pro forma basis, Q4 same store sales increased 22% year-over-year and wholesale revenue increased 55% year-over-year; excluding Minnesota, same store sales increased 11.3% year-over-year

Announced the pending acquisitions of Eaze, Schwazze, and PharmaCann retail assets in Colorado, and MOU for the acquisition of Hawthorne, all of which are expected to close in the first half of 2026

Company closed Q4 with $122.5 million in cash; expects to remain acquisitive

MINNEAPOLIS – March 17, 2026 – Vireo Growth Inc. (“Vireo” or the “Company”) (CSE: VREO; OTCQX: VREOF), today reported financial results for its fourth fiscal quarter ended December 31, 2025. Key financial results are presented below in summary form with supporting commentary and discussion from management of certain key operating metrics which the Company uses to judge its performance. All currency figures referenced herein are denominated in U.S. dollars.

Year-over-Year Performance Summary

Three Months Ended

US $ in millions

December 31,

2025

2024

Variance

GAAP Revenue

$104.5

$25.0

317.7%

GAAP Gross Profit

$56.9

$12.7

348.0%

Gross Profit Margin

54.4%

50.6%

380 bps

Adjusted Gross Profit(1)

$58.8

$12.8

359.4%

Adjusted Gross Profit Margin(1)

56.3%

51.2%

510 bps

Adjusted EBITDA (non-GAAP)(3)

$29.5

$6.6

347.0%

Adjusted EBITDA Margin(3)

28.2%

26.4%

180 bps

Three Months Ended

US $ in millions

December 31,

2025

2024

Variance

Pro Forma Revenue(2)

$104.5

$82.9

26.1%

Pro Forma Adjusted EBITDA(3)(2)

$29.5

$22.7

30.0%

Pro Forma Adjusted EBITDA Margin(3)(2)

28.2%

27.4%

80 bps

1Non-GAAP measure. Excludes fair value adjustments and non-cash product costs.

2Pro forma results give effect to the mergers of Deep Roots, Proper, and Wholesome (the “Mergers”) as if they were completed on October 1, 2024. Pro forma information has been presented for informational purposes only and is not necessarily indicative of the Company’s past results of operations, nor is it indicative of the future operating results of the Company and should not be considered a substitute for the financial information presented in accordance with GAAP.

3Non-GAAP measure. See Supplemental Information and Reconciliation of Non-GAAP Financial Measures.

Sequential Performance Summary

US $ in millions

Three Months Ended

December 31, 2025

September 30, 2025

Variance

GAAP Revenue

$104.5

$91.7

14.0%

GAAP Gross Profit

$56.9

$37.4

52.1%

Gross Profit Margin

54.4%

40.8%

1,360 bps

Adjusted Gross Profit(1)

$58.8

$50.8

15.7%

Adjusted Gross Profit Margin(1)

56.3%

55.4%

90 bps

Adjusted EBITDA (non-GAAP)(2)

$29.5

$25.4

16.1%

Adjusted EBITDA Margin(2)

28.2%

27.7%

50 bps

1Non-GAAP measure. Excludes fair value adjustments and non-cash product costs.

2Non-GAAP measure. See Supplemental Information and Reconciliation of Non-GAAP Financial Measures.


Management Commentary

Chief Executive Officer John Mazarakis commented, “Fourth quarter performance remained in line with our expectations and reflected pro forma same store sales growth excluding Minnesota of 11.3% and wholesale growth of 55% over the prior year quarter. As we begin the new year, we will continue optimizing all areas of our business while remaining opportunistic with respect to further acquisition related growth opportunities.”

Recent Developments

On December 16, 2025, the Company entered into an asset purchase agreement through a wholly owned subsidiary to acquire certain assets and properties used in cannabis dispensaries operated in the State of Colorado owned by PharmaCann Inc. (“PharmaCann”). Under the terms of the agreement, the Company expects to issue subordinate voting shares with an estimated value of $49,000,000 and assume certain liabilities as consideration for the acquired assets. The share consideration is subject to certain adjustments.

On December 22, 2025, the Company entered into an agreement and plan of merger to acquire Eaze Inc. (“Eaze”) in a business combination transaction. Pursuant to the agreement, following the closing of the transaction, the Company expects to issue subordinate voting shares as consideration for all of the issued and outstanding equity interests of Eaze. The estimated closing consideration is approximately $47,000,000, subject to customary post-closing adjustments. The merger agreement also provides for potential earnout consideration payable in the Company’s subordinate voting shares based on Eaze’s future financial performance, subject to contractual limitations.

On January 15, 2026, the Company entered into a nonbinding Memorandum of Understanding (“MOU”) with ScottsMiracle-Gro related to the potential acquisition of The Hawthorne Gardening Company LLC (“Hawthorne”).

At the end of the fourth quarter, the Company had completed the integration of its recent acquisitions of Deep Roots, Proper, and Wholesome, including streamlined accounting, finance, human resources, insurance, and procurement operations, as well as the implementation of a new Enterprise Resource Planning system across the organization. The Company has already realized corporate overhead synergies as a result.

Balance Sheet and Liquidity

As of December 31, 2025, total current assets excluding the notes receivable of Medicine Man Technologies Inc. (dba Schwazze) (“Schwazze”), assets held for sale, and income taxes receivable were $204.1 million, including cash on hand of $122.5 million. Total current liabilities excluding uncertain tax liabilities were $71.6 million. As of December 31, 2025, the Company had a total of 1,177,624,278 subordinate voting shares outstanding on the treasury method basis using a share price of $0.60.

Conference Call and Webcast Information

Vireo management will host a conference call with research analysts today, March 17, 2026, at 8:00 a.m. ET (7:00 a.m. CT) to discuss its financial results for its fourth quarter ended December 31, 2025. Interested parties may attend the conference call by dialing 1-800-715-9871 (Toll-Free) (US and Canada) or 1-646-307-1963 (Toll) (International) and referencing conference ID number 9471311.

A live audio webcast of this event will also be available in the Events & Presentations section of the Company’s Investor Relations website and via the following link:

https://events.q4inc.com/attendee/171708452.


About Vireo Growth Inc.

Vireo was founded in 2014 as a pioneering medical cannabis company. Vireo is building a disciplined, strategically aligned, and execution-focused platform in the industry. This strategy drives our intense local market focus while leveraging the strength of a national portfolio. We are committed to hiring industry leaders and deploying capital and talent where we believe it will drive the most value. Vireo operates with a long-term mindset, a bias for action, and an unapologetic commitment to its customers, employees, shareholders, industry collaborators, and the communities it serves. For more information about Vireo, visit www.vireogrowth.com.

Additional Information

Additional information relating to the Company’s fourth quarter 2025 results will be available on EDGAR and SEDAR+ later today. Vireo refers to certain non-GAAP financial measures such as Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA), Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Gross Profit, and Adjusted Gross Profit Margin in circumstances in which the Company believes that doing so provides additional perspective and insights when analyzing the core operating performance of the business. These measures do not have any standardized meaning and may not be comparable to similar measures presented by other issuers. Please see the Supplemental Information and Reconciliation of Non-GAAP Financial Measures at the end of this news release for more detailed information regarding non-GAAP financial measures including a reconciliation of each measure to the most directly comparable GAAP financial measure.

Contact Information

Joe Duxbury

Chief Accounting Officer

[email protected]

(612) 314-8995

Forward-Looking Statement Disclosure

This press release contains “forward-looking information” within the meaning of applicable United States and Canadian securities legislation. To the extent any forward-looking information in this press release constitutes “financial outlooks” within the meaning of applicable United States or Canadian securities laws, this information is being provided as preliminary financial results; the reader is cautioned that this information may not be appropriate for any other purpose and the reader should not place undue reliance on such financial outlooks. Forward-looking information contained in this press release may be identified by the use of words such as “should,” “believe,” “estimate,” “would,” “looking forward,” “may,” “continue,” “expect,” “expected,” “will,” “likely,” “subject to,” and variations of such words and phrases, or any statements or clauses containing verbs in any future tense and includes statements regarding the Company’s future M&A strategy and optimization of all areas of the Company’s business; the Company’s expectations around its pending transactions with PharmaCann, Schwazze and Eaze; and expectations around the proposed transaction involving Hawthorne. These statements should not be read as guarantees of future performance or results. Forward-looking information includes both known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of the Company or its subsidiaries to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements or information contained in this press release. Financial outlooks, as with forward-looking information generally, are, without limitation, based on the assumptions and subject to various risks as set out herein and in our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q filed with the Securities Exchange Commission. Our actual financial position and results of operations may differ materially from management’s current expectations and, as a result, our revenue, EBITDA, Adjusted EBITDA, and cash on hand may differ materially from the values provided in this press release. Forward-looking information is based upon a number of estimates and assumptions of management, believed but not certain to be reasonable, in light of management’s experience and perception of trends, current conditions, and expected developments, as well as other factors relevant in the circumstances, including assumptions in respect of current and future market conditions, the current and future regulatory environment, and the availability of licenses, approvals and permits.

Although the Company believes that the expectations and assumptions on which such forward-looking information is based are reasonable, the reader should not place undue reliance on the forward-looking information because the Company can give no assurance that they will prove to be correct. Actual results and developments may differ materially from those


contemplated by these statements. Forward-looking information is subject to a variety of risks and uncertainties that could cause actual events or results to differ materially from those projected in the forward-looking information. Such risks and uncertainties include, but are not limited to: risks related to the fact that the MOU with ScottsMiracle-Gro is non-binding and there can be no assurance that the parties will enter into a definitive agreement; risks related to management's ability to negotiate a definitive agreement with ScottsMiracle-Gro on acceptable terms or at all; risks related to receipt of necessary regulatory and third-party approvals for completion of the Company’s pending and proposed transactions; risks and uncertainties associated with the pending transactions with Schwazze, PharmaCann, and Eaze and the proposed transaction with ScottsMiracle-Gro, some of which are beyond the Company’s control; the Company’s ability to maintain relationships with suppliers, customers, employees and other third parties as a result of the pending transactions with Schwazze, PharmaCann and Eaze and proposed transaction with ScottsMiracle-Gro; the effects of the pending transactions with Schwazze, PharmaCann, and Eaze and proposed transaction with ScottsMiracle-Gro on the Company and the interests of various constituents; subject to the successful outcome of the pending transactions with Schwazze, PharmaCann, and Eaze and proposed transaction with ScottsMiracle-Gro, the nature, cost, impact and outcome of pending and future litigation, other legal or regulatory proceedings, or governmental investigations and actions; risks related to the timing and content of adult-use legislation in markets where the Company currently operates; current and future market conditions, including the market price of the subordinate voting shares of the Company; risks related to epidemics and pandemics; federal, state, local, and foreign government laws, rules, and regulations, including federal and state laws and regulations in the United States relating to cannabis operations in the United States and any changes to such laws or regulations; operational, regulatory and other risks; execution of business strategy; management of growth; difficulties inherent in forecasting future events; conflicts of interest; risks inherent in an agricultural business; risks inherent in a manufacturing business; liquidity and the ability of the Company to raise additional financing to continue as a going concern; the Company’s ability to meet the demand for flower in its various markets; the Company’s ability to dispose of its assets held for sale at an acceptable price or at all; and risk factors set out in the Company’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, which are available on EDGAR with the U.S. Securities and Exchange Commission and filed with the Canadian securities regulators and available under the Company’s profile on SEDAR+ at www.sedarplus.com.

The statements in this press release are made as of the date of this release. 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.


VIREO GROWTH INC.

STATE-BY-STATE REVENUE PERFORMANCE

THREE MONTHS ENDED DECEMBER 31, 2025, 2024 PRO FORMA, AND 2024

Three Months Ended

 

December 31,

 

  ​ ​ ​

2025

  ​ ​ ​

2024 (pro forma)1

  ​ ​ ​

$ Change

  ​ ​ ​

% Change

 

Retail:

  ​

 

  ​

 

  ​

 

  ​

MN

$

18,863,457

$

11,221,254

$

7,642,203

 

68

%

NY

 

923,579

 

1,307,983

 

(384,404)

 

(29)

%

MD

6,925,872

6,846,072

79,800

 

1

%

UT

12,008,798

10,676,764

1,332,034

12

%

NV

27,930,111

23,785,577

4,144,534

17

%

MO

21,323,106

18,328,070

2,995,036

16

%

Total Retail

$

87,974,923

$

72,165,720

$

15,809,203

 

22

%

Wholesale:

 

  ​

 

  ​

 

  ​

 

  ​

MN

$

98,993

 

133,606

 

(34,613)

 

(26)

%

NY

 

6,838,607

 

1,499,647

 

5,338,960

 

356

%

MD

 

3,496,948

 

4,014,754

 

(517,806)

 

(13)

%

UT

2,021,769

1,644,832

376,937

23

%

NV

53,845

350,631

 

(296,786)

(85)

%

MO

4,025,377

3,045,323

980,054

32

%

Total Wholesale

$

16,535,539

$

10,688,793

$

5,846,746

 

55

%

Total Revenue

$

104,510,462

$

82,854,513

$

21,655,949

 

26

%

1Pro forma results give effect to the Mergers as if they were completed on October 1, 2024. Pro forma information has been presented for informational purposes only and is not necessarily indicative of the Company’s past results of operations, nor is it indicative of the future operating results of the Company and should not be considered a substitute for the financial information presented in accordance with GAAP.

Three Months Ended

 

December 31,

 

  ​ ​ ​

2025

  ​ ​ ​

2024

  ​ ​ ​

$ Change

  ​ ​ ​

% Change

 

Retail:

  ​

 

  ​

 

  ​

 

  ​

MN

$

18,863,457

$

11,221,254

$

7,642,203

 

68

%

NY

 

923,579

 

1,307,983

 

(384,404)

 

(29)

%

MD

6,925,872

6,846,072

79,800

 

1

%

UT

12,008,798

12,008,798

100

%

NV

27,930,111

27,930,111

100

%

MO

21,323,106

21,323,106

100

%

Total Retail

$

87,974,923

$

19,375,309

$

68,599,614

 

354

%

Wholesale:

 

  ​

 

  ​

 

  ​

 

  ​

MN

$

98,993

 

133,606

 

(34,613)

 

(26)

%

NY

 

6,838,607

 

1,499,647

 

5,338,960

 

356

%

MD

 

3,496,948

 

4,014,754

 

(517,806)

 

(13)

%

UT

2,021,769

2,021,769

100

%

NV

53,845

 

53,845

100

%

MO

4,025,377

4,025,377

100

%

Total Wholesale

$

16,535,539

$

5,648,007

$

10,887,532

 

193

%

Total Revenue

$

104,510,462

$

25,023,316

$

79,487,146

 

318

%


Supplemental Information and Reconciliation of Non-GAAP Financial Measures

Vireo management occasionally elects to provide certain non-GAAP financial measures such as Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA), Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Gross Profit, Adjusted Gross Profit Margin, Adjusted Operating Income, and Adjusted Operating Income Margin. EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Gross Profit, Adjusted Gross Profit Margin, Adjusted Operating Income, and Adjusted Operating Income Margin are non-GAAP measures and do not have standardized definitions under GAAP. The following information provides reconciliations of the supplemental non-GAAP financial measures presented herein to the most directly comparable financial measures calculated and presented in accordance with GAAP. The Company has provided the 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 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.

Reconciliation of Net Loss to EBITDA and Adjusted EBITDA

We have included this information as management believes certain investors use this information to evaluate our performance in comparison to other cannabis companies. The table below provides a reconciliation of net loss to EBITDA and to Adjusted EBITDA.

Three Months Ended

December 31,

2025

  ​ ​ ​

2024

  ​ ​ ​

2024 (pro-forma)1

Net income (loss)

$

(20,372,228)

$

(15,701,281)

$

(20,841,392)

Interest expense, net

 

8,100,800

 

7,584,099

 

9,655,466

Income taxes

 

8,327,000

 

4,343,000

 

11,660,843

Depreciation & Amortization

 

13,643,376

 

249,964

 

2,944,346

Depreciation and amortization included in cost of sales

 

1,628,983

 

590,433

 

398,370

EBITDA (non-GAAP)

$

11,327,931

$

(2,933,785)

$

3,817,633

Non-cash inventory adjustments

 

1,911,502

 

164,000

 

1,083,134

Stock-based compensation

 

9,045,515

 

2,203,634

 

6,768,568

Change in the fair value of contingent consideration

9,617,000

Transaction related expenses

4,430,409

4,227,497

6,173,438

Other expense (income)

 

(9,515,623)

 

2,932,632

 

3,328,341

Loss on impairment

2,600,000

Severance expense

35,850

Loss on disposal of assets

 

23,482

 

 

1,496,053

Adjusted EBITDA (non-GAAP)

$

29,476,066

$

6,593,978

$

22,667,167

1Pro forma results give effect to the Mergers of Deep Roots, Proper, and Wholesome as if they were completed on October 1, 2024. Pro forma information has been presented for informational purposes only and is not necessarily indicative of the Company’s past results of operations, nor is it indicative of the future operating results of the Company and should not be considered a substitute for the financial information presented in accordance with GAAP

The financial information reported in this news release is based on the audited statements for the years ended December 31, 2025, and 2024, and the unaudited financial statements for the fourth quarters ended December 31, 2025 and 2024. All financial information contained in this news release is qualified in its entirety with reference to such financial statements. To the extent that the financial information contained in this news release is inconsistent with the information contained in the Company’s audited financial statements, the financial information contained in this news release shall be deemed to be modified or superseded by the Company’s audited financial statements. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation for purposes of applicable securities laws.


VIREO GROWTH INC.

CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2025 AND 2024

(Amounts Expressed in United States Dollars, Audited and Condensed)

  ​ ​ ​

December 31,

December 31,

2025

2024

Assets

 

  ​

 

  ​

Current assets:

 

  ​

 

  ​

Cash

$

102,229,759

$

91,604,970

Restricted Cash

20,265,212

Marketable Securities

1,020,243

Accounts receivable, net of credit losses of $1,266,965 and $244,264, respectively

 

13,761,917

 

4,590,351

Income tax receivable

22,756,544

 

12,027,472

Inventory

 

59,969,928

 

21,666,364

Prepayments and other current assets

 

3,896,577

 

1,650,977

Warrants held

 

1,684,691

 

2,270,964

Notes receivable

79,226,015

Assets held for sale

 

300,000

 

96,560,052

Total current assets

 

305,110,886

 

230,371,150

Property and equipment, net

 

217,505,538

 

32,311,762

Operating lease, right-of-use asset

 

53,368,204

 

7,859,434

Intangible assets, net

 

117,471,678

 

7,899,328

Goodwill

87,534,561

Investments

6,000,000

Deposits

 

4,390,559

 

421,244

Indemnified tax assets

25,772,866

Total assets

$

817,154,292

$

278,862,918

Liabilities

 

  ​

 

  ​

Current liabilities

 

  ​

 

  ​

Accounts payable and accrued liabilities

$

50,254,506

$

10,456,036

Convertible debt, current portion

1,300,000

Long-term debt, current portion

16,290,000

900,000

Right of use liability, current

 

3,556,576

 

1,400,015

Uncertain tax liability

119,954,000

 

33,324,000

Derivative liability

172,811

Liabilities held for sale

 

 

89,387,203

Total current liabilities

 

191,527,893

 

135,467,254

Right-of-use liability

 

146,308,253

 

16,494,439

Long-term debt, net

 

127,644,855

 

61,438,046

Convertible debt, net

8,600,000

9,862,378

Contingent consideration

24,448,000

Deferred tax liabilities

10,217,000

Other long-term liabilities

983,299

37,278

Total liabilities

509,729,300

223,299,395

Commitments and contingencies

 

  ​

 

  ​

Stockholders’ equity

 

  ​

 

  ​

Subordinate Voting Shares ($- par value, unlimited shares authorized; 1,057,131,571 shares issued and outstanding at December 31, 2025 and 337,512,681 at December 31, 2024)

 

 

Multiple Voting Shares ($- par value, unlimited shares authorized; 233,192 shares issued and outstanding at December 31, 2025 and 285,371 at December 31, 2024)

 

 

Additional paid in capital

 

606,974,461

 

286,999,084

Accumulated deficit

 

(299,549,469)

 

(231,435,561)

Total stockholders' equity

$

307,424,992

$

55,563,523

Total liabilities and stockholders' equity

$

817,154,292

$

278,862,918


VIREO GROWTH INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

THREE AND TWELVE MONTHS ENDED DECEMBER 31, 2025 AND 2024

(Amounts Expressed in United States Dollars, Audited and Condensed)

Unaudited Three Months Ended
December 31,

Audited Year Ended
December 31,

  ​ ​ ​

2025

  ​ ​ ​

2024

2025

  ​ ​ ​

2024

Revenue

$

104,510,462

$

25,023,316

$

268,769,268

$

99,384,221

Cost of sales

 

 

 

 

Product costs

 

45,716,741

 

12,207,339

 

122,009,304

 

48,319,204

Non-cash product costs

1,255,533

17,805,282

Inventory valuation adjustments

 

655,969

 

164,000

 

1,859,305

 

294,000

Gross profit

 

56,882,219

 

12,651,977

 

127,095,377

 

50,771,017

Operating expenses:

 

 

 

 

Selling, general and administrative expenses

 

31,577,357

 

6,812,432

 

81,186,632

 

28,063,050

Transaction related expenses

4,430,409

4,227,497

11,208,273

4,504,001

Stock-based compensation expenses

 

9,045,515

 

2,203,634

 

18,663,707

 

3,627,774

Depreciation

 

10,320,310

 

69,931

 

11,337,597

 

292,694

Amortization

 

3,323,066

 

180,033

 

5,747,651

 

720,134

Total operating expenses

 

58,696,657

 

13,493,527

 

128,143,860

 

37,207,653

Income (loss) from operations

 

(1,814,438)

 

(841,550)

 

(1,048,483)

 

13,563,364

Other income (expense):

 

 

 

 

Interest expenses, net

 

(4,502,233)

 

(4,016,462)

 

(15,905,534)

 

(16,966,678)

Interest expense on finance lease liabilities - Minnesota & New York

(3,598,567)

(3,567,637)

(14,348,831)

(14,222,167)

Impairment of long-lived assets

 

(2,600,000)

 

 

(2,600,000)

 

Gain (loss) on disposal of assets and debt

 

(23,482)

 

 

(7,866,997)

 

(218,327)

Gain (loss) on change in the fair value of contingent consideration

(9,617,000)

(9,617,000)

Derivative gain (loss)

(172,811)

(172,811)

Other income (expenses)

 

10,283,303

 

(2,932,632)

 

11,648,748

 

949,299

Other income (expenses), net

 

(10,230,790)

 

(10,516,731)

 

(38,862,425)

 

(30,457,873)

Loss before income taxes

 

(12,045,228)

 

(11,358,281)

 

(39,910,908)

 

(16,894,509)

Deferred income tax recoveries (expenses)

13,406,000

13,406,000

Current income tax expenses

 

(21,733,000)

 

(4,343,000)

 

(41,609,000)

 

(11,113,000)

Net loss and comprehensive loss

 

(20,372,228)

 

(15,701,281)

 

(68,113,908)

 

(28,007,509)

Net loss per share - basic and diluted

$

(0.02)

$

(0.07)

$

(0.09)

$

(0.16)

Weighted average shares used in computation of net loss per share - basic and diluted

1,052,500,109

232,645,863

734,738,785

180,391,815


VIREO GROWTH INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEAR ENDED DECEMBER, 2025 AND 2024

(Amounts Expressed in United States Dollars, Audited and Condensed)

Year Ended December 31,

  ​ ​ ​

2025

  ​ ​ ​

2024

CASH FLOWS FROM OPERATING ACTIVITIES

  ​

 

  ​

Net loss

$

(68,113,908)

$

(28,007,509)

Adjustments to reconcile net loss to net cash used in operating activities:

 

  ​

 

Non-cash amortization of inventory step up included in product costs

17,805,282

Inventory valuation adjustments

 

1,859,305

 

294,000

Depreciation

 

11,337,597

 

292,694

Depreciation capitalized into inventory

 

4,771,998

 

2,244,087

Non-cash operating lease expense

 

2,440,134

 

439,664

Amortization of intangible assets

 

5,747,651

 

720,134

Amortization of intangible assets capitalized into inventory

99,116

99,116

Stock-based payments

 

12,946,707

 

3,537,774

Warrants held

586,273

(333,612)

Derivative (gain) loss

172,811

Loss on extinguishment of debt

4,911,988

Loss on impairment of long-lived assets

2,600,000

Interest Expense

 

3,908,763

 

4,794,018

Bad debt expense

 

605,443

 

237,873

Accretion of interest on right-of-use finance lease liabilities

 

575,677

 

221,010

(Gain) loss on change in the fair value of contingent consideration

9,617,000

Non-cash gain on legal settlement

(8,172,587)

 

Loss (gain) on disposal of assets

(771,738)

121,756

Change in operating assets and liabilities:

 

 

Accounts Receivable

 

(6,063,868)

 

(1,030,224)

Prepaid expenses

 

222,735

 

(164,564)

Inventory

 

(8,704,956)

 

(2,391,818)

Purchase of marketable securities

(1,020,243)

 

Income taxes

8,111,049

250,646

Deferred income tax expense (benefit)

(13,406,000)

Uncertain tax position liabilities

33,477,000

10,968,000

Accounts payable and accrued liabilities

 

(8,716,947)

 

2,403,710

Changes in operating lease liabilities

(3,114,791)

 

(277,851)

Change in assets and liabilities held for sale

 

 

(4,653,454)

Net cash provided by (used in) operating activities

3,711,491

(10,234,550)

CASH FLOWS FROM INVESTING ACTIVITIES:

 

  ​

 

  ​

Purchases of property, plant, and equipment

(28,324,056)

(11,694,966)

Proceeds from note receivable

3,600,000

Acquisition of WholesomeCo, Inc., net of cash paid

7,025,811

Acquisition of Deep Roots Holdings, Inc., net of cash paid

19,382,757

Acquisition of Proper Holdings Management, Inc., net of cash paid

12,951,202

Capitalized software development costs

(1,492,617)

Proceeds from sale of assets held for sale

250,000

Deposits

(1,033,646)

(37,600)

Net cash provided by (used in) investing activities

8,759,451

(8,132,566)

CASH FLOWS FROM FINANCING ACTIVITIES

  ​

  ​

Proceeds from long-term debt, net of issuance costs

146,039,514

4,668,730

Proceeds from convertible debt, net of issuance costs

9,854,283

Proceeds from issuance of shares

80,828,687

Proceeds from warrant exercises

38,516

69,663

Proceeds from option exercises

121,721

16,500

Debt principal payments

(127,780,692)

(1,234,000)

Lease principal payments

(196,442)

Net cash provided by (used in) financing activities

18,419,059

94,007,421

Net change in cash

30,890,001

75,640,305

Cash and restricted cash, beginning of period

91,604,970

15,964,665

Cash and restricted cash, end of period

$

122,494,971

$

91,604,970