Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2026	May 11, 2026
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2026
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	2026
Document Fiscal Period Focus	Q1
Amendment Flag	false
Subordinate Voting Shares
Document and Entity Information
Entity Common Stock, Shares Outstanding		1,360,581,362
Multiple Voting Shares
Document and Entity Information
Entity Common Stock, Shares Outstanding		232,490
Super Voting Shares
Document and Entity Information
Entity Common Stock, Shares Outstanding		0

CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions	Mar. 31, 2026	Dec. 31, 2025
Current assets:
Cash	$ 122.4	$ 102.2
Restricted cash	15.4	20.3
Marketable securities	1.0	1.0
Accounts receivable, net of credit losses of $1.8 million and $1.3 million, respectively	16.1	13.8
Income tax receivable	18.3	22.8
Inventory	76.1	60.0
Prepayments and other current assets	6.5	3.8
Warrants held	0.9	1.7
Notes receivable	1.3	79.2
Assets held for sale	0.3	0.3
Total current assets	258.3	305.1
Property and equipment, net	232.3	217.5
Operating lease, right-of-use asset	84.2	53.4
Intangible assets, net	194.0	117.5
Goodwill	123.8	87.5
Investments	6.0	6.0
Deposits	4.4	4.4
Indemnified tax assets	25.8	25.8
Total assets	928.8	817.2
Current liabilities
Accounts payable and accrued liabilities	58.3	50.3
Convertible debt, current portion	1.3	1.3
Long-term debt, current portion	16.3	16.3
Right of use liability, current	6.1	3.6
Uncertain tax liability	133.8	120.0
Derivative liability		0.2
Total current liabilities	215.8	191.7
Right-of-use liability	174.4	146.3
Long-term debt, net	197.3	127.6
Convertible debt, net	8.3	8.6
Contingent consideration	30.0	24.4
Deferred tax liabilities	8.1	10.2
Other long-term liabilities	0.8	1.0
Total liabilities	634.7	509.8
Commitments and contingencies
Stockholders' equity
Additional paid in capital	614.0	607.0
Accumulated deficit	(319.9)	(299.6)
Total stockholders' equity	294.1	307.4
Total liabilities and stockholders' equity	928.8	817.2
Subordinate Voting Share ("SVS")
Stockholders' equity
Common stock
Multiple Voting Share ("MVS")
Stockholders' equity
Common stock

CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2026	Dec. 31, 2025
Common stock
Accounts receivable, credit losses	$ 1.8	$ 1.3
Subordinate Voting Share ("SVS")
Common stock
Common stock, authorized	Unlimited	Unlimited
Common stock, issued	1,057,201,771	1,057,131,571
Common stock, outstanding	1,057,201,771	1,057,131,571
Multiple Voting Share ("MVS")
Common stock
Common stock, authorized	Unlimited	Unlimited
Common stock, issued	232,490	233,192
Common stock, outstanding	232,490	233,192

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF NET LOSS AND COMPREHENSIVE LOSS - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF NET LOSS AND COMPREHENSIVE LOSS
Revenue	$ 106.2	$ 24.5
Cost of sales
Product costs	46.4	11.7
Non-cash product costs	0.2	0.0
Inventory valuation adjustments	0.3	0.4
Gross profit	59.3	12.4
Operating expenses:
Selling, general and administrative expenses	30.8	7.4
Transaction related expenses	8.7	1.2
Stock-based compensation expenses	7.0	1.5
Depreciation	1.1	0.1
Amortization	2.7	0.2
Total operating expenses	50.3	10.4
Income (loss) from operations	9.0	2.0
Other income (expense):
Interest expenses, net	(4.2)	(4.0)
Interest expense on finance lease liabilities - Minnesota & New York	(3.6)	(3.6)
Gain (loss) on change in the fair value of contingent consideration	(5.5)
Derivative gain (loss)	0.1
Other income (expenses)		0.8
Other income (expenses), net	(13.2)	(6.8)
Income (loss) before income taxes	(4.2)	(4.8)
Deferred income tax recoveries (expenses)	2.2
Current income tax expenses	(18.3)	(1.7)
Net loss and comprehensive loss	$ (20.3)	$ (6.5)
Net loss per share - basic (in dollars per share)	$ (0.02)	$ (0.02)
Net loss per share - diluted (in dollars per share)	$ (0.02)	$ (0.02)
Weighted average shares used in computation of net loss per share - basic (in shares)	1,080,450,771	366,800,177
Weighted average shares used in computation of net loss per share - diluted (in shares)	1,080,450,771	366,800,177

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Millions	Common stock Subordinate Voting Share ("SVS")	Common stock Multiple Voting Share ("MVS")	Additional Paid-in Capital	Accumulated Deficit	Subordinate Voting Share ("SVS")	Multiple Voting Share ("MVS")	Total
Balance at the beginning at Dec. 31, 2024			$ 287.0	$ (231.4)			$ 55.6
Balance at the beginning (in shares) at Dec. 31, 2024	337,512,681	285,371
Conversion of MVS shares (in shares)	720,100	(7,201)
Stock-based compensation			1.5				1.5
Stock issuance (in shares)	1,077,859
Net settlement of stock-based compensation			(0.1)				(0.1)
Net settlement of stock-based compensation (in shares)	(239,633)
Options exercised (in shares)	138,655				138,655
Warrants exercised (in shares)	265,626				265,626
Conversion of convertible debt (in shares)					720,100
Net Loss				(6.5)			(6.5)
Balance at the end at Mar. 31, 2025			288.4	(237.9)			50.5
Balance at the end (in shares) at Mar. 31, 2025	339,475,288	278,170
Balance at the beginning at Dec. 31, 2024			287.0	(231.4)			$ 55.6
Balance at the beginning (in shares) at Dec. 31, 2024	337,512,681	285,371
Options exercised (in shares)							723,165
Balance at the end at Dec. 31, 2025			607.0	(299.6)			$ 307.4
Balance at the end (in shares) at Dec. 31, 2025	1,057,131,571	233,192			1,057,131,571	233,192
Conversion of MVS shares (in shares)	70,200	(702)
Stock-based compensation			7.0				7.0
Conversion of convertible debt (in shares)					70,200
Net Loss				(20.3)			(20.3)
Balance at the end at Mar. 31, 2026			$ 614.0	$ (319.9)			$ 294.1
Balance at the end (in shares) at Mar. 31, 2026	1,057,201,771	232,490			1,057,201,771	232,490

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions	3 Months Ended		12 Months Ended
	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (20.3)	$ (6.5)
Adjustments to reconcile net loss to net cash used in operating activities:
Non-cash amortization of inventory step up included in product costs	0.2	0.0
Inventory valuation adjustments	0.3	0.4
Depreciation	1.1	0.1
Depreciation capitalized into inventory	2.9	0.5
Non-cash operating lease expense	1.1	0.1
Amortization of intangible assets	2.7	0.2
Stock-based compensation	7.0	1.3
Warrants held	0.8	0.5
Derivative (gain) loss	(0.1)
Interest Expense	1.1	1.2
Bad debt expense	0.1
Accretion of interest on right-of-use finance lease liabilities		0.1
(Gain) loss on change in the fair value of contingent consideration	5.5
Change in operating assets and liabilities:
Accounts Receivable	(1.1)	0.6
Prepaid expenses	(2.0)	(0.1)
Inventory	(2.2)	(2.0)
Income taxes	4.5	0.7
Deferred income tax expense (benefit)	(2.2)
Uncertain tax position liabilities	13.8	1.6
Accounts payable and accrued liabilities		1.8
Changes in operating lease liabilities	(1.3)	(0.4)
Change in assets and liabilities held for sale		(3.5)
Net cash provided by (used in) operating activities	11.9	(3.4)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant, and equipment	(10.8)	(1.1)
Acquisition of Schwazze, net of cash received	18.2
Capitalized software development costs	(0.5)
Deposits	1.1
Net cash provided by (used in) investing activities	8.0	(1.1)
CASH FLOWS FROM FINANCING ACTIVITIES
Debt principal payments	(4.5)	(0.9)
Lease principal payments	(0.1)
Net cash provided by (used in) financing activities	(4.6)	(0.9)
Net change in cash	15.3	(5.4)
Cash and restricted cash, beginning of period	122.5	91.6	$ 91.6
Cash and restricted cash, end of period	137.8	$ 86.2	$ 122.5
Wholesome Co, Inc.
Adjustments to reconcile net loss to net cash used in operating activities:
(Gain) loss on change in the fair value of contingent consideration	1.0
Deep Roots Holdings, Inc.
Adjustments to reconcile net loss to net cash used in operating activities:
(Gain) loss on change in the fair value of contingent consideration	(3.3)
Proper Holdings Management, Inc.
Adjustments to reconcile net loss to net cash used in operating activities:
(Gain) loss on change in the fair value of contingent consideration	$ (3.3)

Description of Business and Summary

3 Months Ended

Mar. 31, 2026

Description of Business and Summary

Description of Business and Summary

1. Description of Business and Summary

Vireo Growth Inc. (“Vireo Growth” or the “Company”) was incorporated under the Alberta Business Corporations Act on November 23, 2004, and continued under the British Columbia Corporations Act on December 9, 2013. The Company's subordinate voting shares are listed on the Canadian Securities Exchange (the “CSE”) and quoted on the OTCQX under the ticker symbols “VREO” and “VREOF”, respectively.

Vireo Growth was founded in 2014 as a medical cannabis company and has since developed a disciplined, strategically aligned platform within the cannabis industry. The Company’s mission is to provide safe access, quality products, and value to its customers. Vireo Growth operates cultivation, production, and dispensary facilities in Colorado, Maryland, Minnesota, Missouri, Nevada, New Mexico, New York, and Utah. The Company allocates capital and talent to areas expected to generate long-term value and operates with a commitment to accountability, efficiency, and its stakeholders, including customers, employees, shareholders, and the communities it serves.

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 (the “CSA”) 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, has no accepted medical use in the United States, and lacks accepted safety for use under medical supervision. Recent federal action regarding rescheduling, however, expressly acknowledges the distinction between medical cannabis and adult-use cannabis by indicating that medical cannabis as an accepted use for treating certain conditions.

On May 16, 2024, the Drug Enforcement Administration (“DEA”) issued a Notice of Proposed Rulemaking (“NPRM”) to reschedule marijuana from Schedule I to Schedule III under the CSA. Following the NPRM, the DEA received tens of thousands of comments, and as of this filing, an administrative hearing on the rulemaking remains pending. On December 18, 2025, President Trump issued an executive order directing the DOJ to move forward with rescheduling marijuana to Schedule III as quickly as possible, consistent with federal law.

On April 28, 2026, the DEA issued a final rule that rescheduled to Schedule III (i) U.S. Food and Drug Administration (“FDA”)-approved drug products containing marijuana and (ii) marijuana in any form covered by a state medical marijuana license. To enable state-licensed medical marijuana entities to operate compliantly under Schedule III, the DEA also created a new pathway for state-licensed medical marijuana operators to apply for registration to operate as manufacturers, distributors, and/or dispensers. The final rule indicates that the DEA will process registration applications from “early applicants” (i.e., applicants that submit in the first 60 days) within six months, and all such “early applicants” may continue operating during the pendency of review.

Notably, as a consequence of the partial rescheduling, state medical marijuana licensees will no longer be subject to the deduction disallowance under Section 280E of the U.S. Internal Revenue Code. This may allow state-licensed medical marijuana entities to deduct ordinary and necessary business expenses in the same manner currently allowed for other industries. Thus, the recent rescheduling rule could represent a meaningful opportunity for federal tax relief.

Importantly, adult-use marijuana remains a Schedule I substance, regardless of state licensure. Future rescheduling of adult-use marijuana to Schedule III without the current limitations could still occur, as the rulemaking process will continue with a DEA hearing scheduled for June 29, 2026.

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2026

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, 2025, filed with the United States

Securities and Exchange Commission (“SEC”) on March 17, 2026, (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 (“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 that were wholly owned, or effectively controlled by the Company during the period ended March 31, 2026:


Name of entity	Place of incorporation
HiColor, LLC	Minnesota, USA
MaryMed, LLC	Maryland, 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, LLC	Delaware, USA
Vireo Health de Puerto Rico, LLC	Puerto Rico
CO Acquisition Vehicle, LLC	Delaware, USA
Vireo Health of Rocky Mountain, LLC	Delaware, USA
Vireo Health of Colorado, LLC	Colorado, USA
Vireo Health of CO, LLC	Delaware, USA
Vireo Health of CO II, LLC	Delaware, USA
Vireo Health of Denver Metro, LLC	Delaware, USA
Vireo Health of DTC, LLC	Delaware, USA
Vireo Health of Foothills, LLC	Delaware, USA
Vireo Health of Las Cruces, LLC	Delaware, USA
Vireo Health of Mile High, LLC	Delaware, USA
Vireo Health of NM, LLC	Delaware, USA
Vireo Health of Noco, LLC	Delaware, USA
Vireo Health of Santa Fe, LLC	Delaware, USA
Vireo Health of Soco, LLC	Delaware, USA
Vireo Health of Western Slope, LLC	Delaware, USA
Retail Management Associates, LLC	Arizona, USA
Vireo Health of Nevada I, 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 Health of Arcadia, LLC	Delaware, USA
200 W 24th Holdings, LLC	Delaware, USA
Vireo of Charm City, LLC	Maryland, USA
Vireo PR Merger Sub Inc.	Missouri, USA
Vireo PR Merger Sub II Inc.	Missouri, USA
Deep Roots Holdings, Inc.	Nevada, USA
WholesomeCo, Inc.	Delaware, USA
New Growth Horizon, LLC	Missouri, USA
Nirvana Investments, LLC and Subsidiaries	Missouri, USA
2178 State Highway 29A LLC	New York, USA
Vireo Marketing, LLC	Minnesota, USA
Deep Roots Harvest, Inc.	Nevada, USA
Deep Roots Aria AcqCo, Inc.	Nevada, USA
Deep Roots Operating, Inc.	Nevada, USA
Deep Roots Properties, LLC	Nevada, USA
WC Staffing, LLC	Utah, USA
Wholesome Goods, LLC	Utah, USA
Wholesome Ag, LLC	Utah, USA
Wholesome Direct, LLC	Utah, USA
Wholesome Therapy, LLC	Utah, USA
Arches IP, Inc.	Delaware, USA

The entities listed above were formed or acquired to support the intended operations of the Company. All intercompany transactions and balances have been eliminated from 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 subordinate voting shares were exercised or converted into subordinate voting shares 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 subordinate voting shares and the number of potential dilutive subordinate voting share equivalents outstanding during the period. Potential dilutive subordinate voting share equivalents consist of the incremental subordinate voting shares issuable upon the exercise of vested stock options and the incremental shares issuable upon conversion of the convertible notes. Potential dilutive subordinate voting share equivalents consist of stock options, warrants, and restricted stock units (“RSUs”).

In computing diluted earnings per share, subordinate voting share equivalents are not considered in periods in which a net loss is reported, as the inclusion of the subordinate voting share equivalents would be anti-dilutive. The Company recorded a net loss for the three month periods ended March 31, 2026 and 2025, as 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, 2026 and 2025, were as follows:


	Three Months Ended
	March 31,
	2026	2025
Stock options	34,629,892	30,731,300
Warrants	15,503,937	18,541,586
RSUs	59,565,217	71,156,247
Convertible debt	15,680,000	16,000,000
Total	125,379,046	136,429,133

Revenue Recognition

The Company’s primary source of revenue is from the 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,
	2026		2025
Retail	$	89.9	$	19.2
Wholesale		16.3		5.3
Total	$	106.2	$	24.5

New accounting pronouncements not yet adopted

None.

Business Combinations and Dispositions

3 Months Ended

Mar. 31, 2026

Business Combinations and Dispositions.

Business Combinations and Dispositions

3. Business Combinations and Dispositions

Acquisitions

Schwazze

As previously disclosed, in connection with the acquisition of a majority of the outstanding principal amount of 13% Senior Secured Convertible Notes due December 7, 2026 (the “Senior Secured Notes”) of Medicine Man Technologies, Inc. d/b/a Schwazze (“Schwazze”), Vireo Health of Colorado, LLC, a Colorado limited liability company (“VHC”) and wholly-owned subsidiary of the Company entered into a restructuring support agreement (the “RSA”) with Schwazze and certain related entities on October 9, 2025. Prior to the closing of the Asset Sale (as defined below), a wholly owned subsidiary of the Company, CO Acquisition Vehicle, LLC, a Delaware limited liability company (“CO Acquisition”), acquired the remaining Senior Secured Notes, and as of the closing of the Asset Sale, the Company indirectly held all of the issued and outstanding Senior Secured Notes.

The RSA set forth a plan to restructure the operations and capital structure of Schwazze and its subsidiaries through a series of transactions, including, but not limited to (i) the purchase of certain assets representing a majority of the total assets of Schwazze and its subsidiaries (the “Asset Sale”) by a newly-formed entity, Vireo Health of Rocky Mountain, LLC, a Delaware limited liability company (“Vireo Health of Rocky Mountain”), that, as of the closing of the Asset Sale, is majority owned indirectly by the Company, and (ii) the liquidation of Schwazze’s remaining assets and winding down of Schwazze’s remaining operations after consummation of the Asset Sale.

The RSA provided for the Asset Sale to be effected by way of a public disposition of collateral pursuant to § 9-610 and 9-611 of the Uniform Commercial Code. As previously disclosed, on November 13, 2025, a public auction of Schwazze’s collateral was completed, and the collateral agent under the indenture governing the Senior Secured Notes, acting at the direction of VHC, credit bid approximately $111.0 million principal amount of Senior Secured Notes on behalf of VHC and other noteholders (the “Credit Bid”). The Credit Bid was determined to be the winning bid upon conclusion of the auction. Following, the auction, Schwazze entered into an asset purchase agreement with Vireo Health of Rocky Mountain and certain other parties on November 13, 2025 (as amended, the “Asset Purchase Agreement”).

On February 27, 2026, CO Acquisition was acquired by VHC pursuant to a membership interest purchase agreement. Prior to the acquisition, CO Acquisition entered into a First Amendment to Loan and Security Agreement (the “CO Acquisition LSA Amendment”) on February 26, 2026, which amended a Loan and Security Agreement, dated as of September 30, 2025 (as amended, the “CO Acquisition LSA”) by and among CO Acquisition as borrower, Chicago Atlantic Admin, LLC, as administrative agent and the lenders party thereto (the “CO Acquisition Lenders”). The CO Acquisition LSA provides for a term loan facility with a total principal commitment of $26 million, of which $25.0 million was advanced on the closing date of the CO Acquisition LSA with $10 million disbursed to the borrower and $15.0 million held in reserve. Pursuant to the CO Acquisition LSA Amendment, the CO Acquisition Lenders released the remaining $15.0 million held in reserve to be used by CO Acquisition to fund its commitment as a lender under the LSA.

On March 19, 2026, pursuant to the terms of the Asset Purchase Agreement, the assets subject to the Asset Sale, consisting of 45 total dispensaries in Colorado and New Mexico and two manufacturing facilities, one in each of Colorado and New Mexico, were transferred to Vireo Health of Rocky Mountain (and certain of its designated subsidiaries) in consideration for (i) the Credit Bid and (ii) the assumption of certain specified liabilities of Schwazze. The Credit Bid resulted in the discharge of the Senior Secured Notes at Closing. Additionally, equity interests in Vireo Health of Rocky Mountain were distributed by the collateral agent to an indirect wholly owned subsidiary of the Company, which as of the closing of the Asset Sale, held all of the issued and outstanding Senior Secured Notes. As a result of this distribution and certain other transactions, the subsidiary of the Company became the majority owner of Vireo Health of Rocky Mountain.

The Company analyzed the acquisition under Accounting Standards Update (“ASU”) 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business and determined that the Asset Sale should be accounted for as a business combination. Goodwill represents the premium the Company paid over the fair value of the net tangible and intangible assets acquired. The goodwill arising from the Asset Sale primarily consists of the synergies and economies of scale expected from combining the operations of the Company and Vireo Health of Rocky Mountain, including growing the Company's customer base, acquiring assembled workforces, and expanding its presence in new and existing markets. These benefits were not recognized separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets.

The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed:


		Vireo Health of Rocky Mountain
Assets
Cash and cash equivalents		$	18.2
Inventory			14.4
Receivables			1.4
Other current assets			0.6
Property and equipment			10.5
Operating lease, right-of-use asset			31.6
Deposits			1.1
Intangible assets, license			78.7
Goodwill			36.3
Total assets			192.8
Liabilities
Accounts payable and accrued liabilities			10.7
Right-of-use liability			31.6
Long-term debt, net			72.5
Total liabilities			114.8
Net assets acquired		$	78.0

Consideration:
Share consideration		$	78.0
Total Consideration		$	78.0

The acquired intangible assets include cannabis licenses and developed technology which are treated as definite-lived intangible assets amortized over a 15-year useful life.

Supplemental pro forma information (unaudited) for Vireo Health of Rocky Mountain

The unaudited pro forma information for the periods set forth below gives effect to the Asset Sale as if the acquisition had occurred on January 1, 2026. This pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved had the transaction been consummated as of that time nor does it purport to be indicative of future financial operating results.

Proforma revenues attributable to subordinate voting shareholders for the three month period ended March 31, 2026, were $29.4 million. Proforma net loss attributable to subordinate voting shareholders for the three month period ended March 31, 2026 were $10.2 million.

Unaudited pro forma net income reflects the adjustment of sales between the companies, and adjustments for alignment of significant differences in accounting principles and elections.

Purchase Price Allocations

The above purchase price allocations are provisional specifically for determination fair value of assets and liabilities including measurement of working capital adjustments pending the adjustment periods defined within the acquisition transaction agreements.

The Company will continue to examine the above during the measurement period and adjustments will be made based on facts and circumstances that existed at the acquisition date once subsequently finalized and within the measurement period.

The Mergers

On December 18, 2024, the Company entered into merger agreements (each a “Merger Agreement” and collectively, the “Merger Agreements”) with each of (i) Deep Roots Holdings, Inc. (“Deep Roots”) (the “Deep Roots Merger”), (ii) Proper Holdings, LLC (“Proper”), NGH Investments, Inc. (“NGH”), and Proper Holdings Management, Inc. (“Proper MSA Newco” and together with NGH and Proper, the “Proper Companies”) (the “Proper Mergers”), and (iii) WholesomeCo, Inc. (“Wholesome”) (the “Wholesome Merger” and collectively with the Deep Roots Merger and the Proper Mergers, the “Mergers” and each, a “Merger”). Each Merger was an all-share transaction whereby, at the closing of each Merger, (i) a new wholly-owned subsidiary of the Company merged with and into Deep Roots, (ii) a new wholly-owned subsidiary of the Company merged with and into Wholesome, and (iii) the Proper Companies each merged with and into new wholly-owned subsidiaries of the Company. None of the Mergers were contingent upon the completion of any of the other Mergers. The Wholesome Merger closed on May 12, 2025, the Proper Mergers closed on June 5, 2025, and the Deep Roots Merger closed on June 6, 2025.

The consideration paid to acquire each of Deep Roots, Proper and Wholesome was based, in each case, in part, on an estimated multiple of a 2024 “Closing EBITDA,” which was pro forma for pending acquisitions, planned new retail openings and expansion projects, and a $0.52 share reference price for the Company’s subordinate voting shares (each subordinate voting share an “SVS” and collectively, the “SVSs”).

Pursuant to the Merger Agreements, former stockholders of Proper, Wholesome, and certain former stockholders of Deep Roots may qualify for earnout payments made with the Company’s SVSs following December 31, 2026, based on each target’s adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) (as defined in the applicable Merger Agreement) growth compared to such target’s Closing EBITDA (as defined in the applicable Merger Agreement) (plus, with respect to Deep Roots, $1.0 million in EBITDA attributed to a new retail location) (at a 4x multiple), adjusted for incremental debt and certain other matters, respectively, and paid out using a share price for the Company’s SVSs of the higher of $1.05 or the 20-day volume weighted average price of the Company’s SVSs on the Canadian Securities Exchange (“CSE”), 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. (the “VWAP”) as of December 31, 2026. The Closing EBITDA for Deep Roots, Proper and Wholesome are $30.0 million, $31.0 million, and $16.0 million, respectively. EBITDA growth is defined as the increase between the Closing EBITDA and the higher of 2026 Adjusted EBITDA or the trailing nine-month annualized Adjusted EBITDA as of immediately prior to 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 under 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 described in the next paragraph that are attributable to Arches, as defined below) on December 31, 2026, if (1) for Wholesome and Deep Roots, (a) 2026 Adjusted EBITDA underperforms 96.5% of the Closing EBITDA, and (b) the retail revenue market share or EBITDA margin for 2026 is less (or lower) than 2024 and (c) the 20-day VWAP as of immediately prior to December 31, 2026 is greater than $1.05 per share, and (2) for Proper, 2026 Adjusted EBITDA underperforms 96.5% of the Closing EBITDA. The amount of shares subject to a clawback would be equal to the Acquisition Multiple (as defined in each Merger Agreement) of 4.175 for each of Deep Roots, Proper and Wholesome, respectively, multiplied by the EBITDA shortfall, and subject to certain other adjustments for incremental debt and certain other matters, set forth in the applicable Merger Agreement, divided by $0.52 per share.

In connection with the Merger Agreement with Wholesome (the “Wholesome Merger Agreement”) and the Merger Agreement with Proper (the “Proper Merger Agreement”), the Company included in the stock merger consideration calculation an amount equal to (i) $11,860,800 for Wholesome and (ii) $2,139,200 for 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 the performance of Arches, based on the greater of $37.5 million or 5x certain revenue percentages of Arches minus $4,000,000, with such revenue percentage amounts measured at the higher of the trailing-twelve-month or nine-month annualized amounts as of December 31, 2026,

paid out using a share price for the Company’s SVSs at the higher of $1.05 or the 20-day VWAP as of immediately prior to December 31, 2026.

Wholesome

On May 12, 2025, the Company closed the Wholesome Merger contemplated by the Wholesome Merger Agreement. The Company analyzed the acquisition under Accounting Standards Update (“ASU”) 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business and determined that the Wholesome Merger should be accounted for as a business combination. Goodwill represents the premium the Company paid over the fair value of the net tangible and intangible assets acquired. The goodwill arising from the Wholesome Merger primarily consists of the synergies and economies of scale expected from combining the operations of the Company and Wholesome, including growing the Company's customer base, acquiring assembled workforces, and expanding its presence in new and existing markets. These benefits were not recognized separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets.

The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed:


		Wholesome
Assets
Cash and cash equivalents		$	7.0
Inventory			8.7
Receivables			1.1
Other current assets			0.9
Income tax receivable			0.3
Property and equipment			9.4
Operating lease, right-of-use asset			10.2
Indemnification asset			11.0
Deposits			0.5
Intangible assets, license			14.2
Intangible assets, developed technology			4.6
Goodwill			39.0
Total assets			106.9
Liabilities
Accounts payable and accrued liabilities			6.8
Right-of-use liability			10.2
Long-term debt, net			9.6
Deferred tax liabilities			5.9
Uncertain tax liability			13.3
Total liabilities			45.8
Net assets acquired		$	61.1

Consideration:
Share consideration		$	51.7
Contingent consideration			9.4
Total Consideration		$	61.1

The acquired intangible assets include cannabis licenses and developed technology which are treated as definite-lived intangible assets amortized over a 15-year useful life.

As of March 31, 2026, the Company has recorded a contingent consideration liability of $18.2 million, which represents the estimated fair value of the potential earnout payments based on management’s current projections of Adjusted EBITDA performance relative to the Closing EBITDA thresholds. The contingent consideration is classified as a Level 3 liability

within the fair value hierarchy and is remeasured at each reporting date, with changes in fair value recognized in earnings. During the three months ended March 31, 2026, the Company recognized a $1.0 million gain related to the change in the fair value of contingent consideration in earnings related to the remeasurement of this liability.

As part of the Wholesome Merger, the sellers contractually agreed to indemnify the Company for certain pre-closing liabilities, including those related to unpaid uncertain tax liabilities. On May 12, 2025, the Company recognized a liability of $13.3 million for uncertain tax positions related to the pre-acquisition periods in accordance with Accounting Standards Codification (“ASC”) 740, Income Taxes. Consistent with the provisions of ASC 805-20-25-27, the Company also recognized a corresponding indemnification asset of $11.0 million, measured on the same basis as the related liability, which represents the uncertain tax liability recognized of $13.3 million less $0.3 million of income taxes receivable and $2.0 million of tax specific cash contributions from Wholesome.

The indemnification asset was classified as a non-current asset in the Company’s condensed consolidated balance sheet as of March 31, 2026, and will be adjusted in future periods if the related liability is settled, released, or remeasured. Changes in the fair value of the indemnification asset, if any, will be recorded in earnings in the same financial statement line item as the change in the related liability. As of March 31, 2026, there have been no changes in the estimated amount of indemnified tax exposure or the related asset.

Proper

On June 5, 2025, the Company closed the Proper Mergers contemplated by the Proper Merger Agreement. The Company analyzed the acquisition under ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business and determined that the Proper Mergers should be accounted for as a business combination. Goodwill represents the premium the Company paid over the fair value of the net tangible and intangible assets acquired. The goodwill arising from the Proper Mergers primarily consists of the synergies and economies of scale expected from combining the operations of the Company and Proper, including growing the Company's customer base, acquiring assembled workforces, and expanding its presence in new and existing markets. These benefits were not recognized separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets.

The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed:


		Proper
Assets
Cash and cash equivalents		$	12.9
Inventory			22.8
Income tax receivable			5.7
Receivables			2.4
Other current assets			0.3
Property and equipment			33.3
Operating lease, right-of-use asset			9.0
Indemnification asset			6.2
Deposits			0.1
Intangible assets, license			48.6
Goodwill			26.4
Total assets			167.7
Liabilities
Accounts payable and accrued liabilities			25.3
Right-of-use liability			9.0
Long-term debt, net			25.5
Deferred tax liabilities			12.6
Uncertain tax liability			14.9
Other long-term liabilities			1.2
Total liabilities			88.5
Net assets acquired		$	79.2

Consideration:
Share consideration		$	76.2
Contingent consideration			3.0
Total Consideration		$	79.2

The acquired intangible assets include cannabis licenses and developed technology which are treated as definite-lived intangible assets amortized over a 15-year useful life.

As of March 31, 2026, the Company recorded a contingent consideration liability of $7.2 million, which represents the estimated fair value of the potential earnout payments based on management’s current projections of Adjusted EBITDA performance relative to the Closing EBITDA thresholds. The contingent consideration is classified as a Level 3 liability within the fair value hierarchy and is remeasured at each reporting date, with changes in fair value recognized in earnings. During the three months ended March 31, 2026, the Company recognized a $3.3 million loss related to the change in the fair value of contingent consideration in earnings related to the remeasurement of this liability.

As part of the Proper Mergers, the sellers contractually agreed to indemnify the Company for certain pre-closing liabilities, including those related to unpaid uncertain tax liabilities. On June 5, 2025, the Company recognized a liability of $14.9 million for uncertain tax positions related to the pre-acquisition periods in accordance with ASC 740, Income Taxes. Consistent with the provisions of ASC 805-20-25-27, the Company also recognized a corresponding indemnification asset of $6.2 million, measured on the same basis as the related liability, which represents the uncertain tax liability recognized of $14.9 million less $5.7 million of income taxes receivable and $3.0 million of tax specific cash contributions from Proper.

The indemnification asset was classified as a non-current asset in the Company’s condensed consolidated balance sheet as of March 31, 2026, and will be adjusted in future periods if the related liability is settled, released, or remeasured. Changes in the fair value of the indemnification asset, if any, will be recorded in earnings in the same financial statement line item

as the change in the related liability. As of March 31, 2026, there were no changes in the estimated amount of indemnified tax exposure or the related asset.

Deep Roots

On June 6, 2025, the Company closed the Deep Roots Merger contemplated by the Merger Agreement with Deep Roots (the “Deep Roots Merger Agreement”). The Company analyzed the acquisition under ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business and determined that the Deep Roots Merger should be accounted for as a business combination. Goodwill represents the premium the Company paid over the fair value of the net tangible and intangible assets acquired. The goodwill arising from the Deep Roots Merger primarily consists of the synergies and economies of scale expected from combining the operations of the Company and Deep Roots, including growing the Company's customer base, acquiring assembled workforces, and expanding its presence in new and existing markets. These benefits were not recognized separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets.

The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed:


		Deep Roots
Assets
Cash and cash equivalents		$	19.4
Inventory			17.8
Income tax receivable			14.4
Receivables			0.2
Other current assets			1.3
Property and equipment			29.5
Operating lease, right-of-use asset			24.6
Indemnification asset			8.5
Deposits			0.3
Investments			6.0
Intangible assets, license			45.8
Goodwill			22.1
Total assets			189.9
Liabilities
Accounts payable and accrued liabilities			12.7
Right-of-use liability			24.6
Long-term debt, net			19.2
Deferred tax liabilities			5.1
Uncertain tax liability			24.9
Total liabilities			86.5
Net assets acquired		$	103.4

Consideration:
Share consideration		$	101.0
Contingent consideration			2.4
Total Consideration		$	103.4

The acquired intangible assets include cannabis licenses which are treated as definite-lived intangible assets amortized over a 15-year useful life.

As part of the Deep Roots Merger, the sellers contractually agreed to indemnify the Company for certain pre-closing liabilities, including those related to unpaid uncertain tax liabilities. On June 6, 2025, the Company recognized a liability of $24.9 million for uncertain tax positions related to the pre-acquisition periods in accordance with ASC 740, Income Taxes. Consistent with the provisions of ASC 805-20-25-27, the Company also recognized a corresponding

indemnification asset of $8.5 million, measured on the same basis as the related liability, which represents the uncertain tax liability recognized of $24.9 million less $14.4 million of income taxes receivable and $2.0 million of tax specific cash contributions from Deep Roots.

As of March 31, 2026, the Company recorded a contingent consideration liability of $4.6 million, which represents the estimated fair value of the potential earnout payments based on management’s current projections of Adjusted EBITDA performance relative to the Closing EBITDA thresholds. The contingent consideration is classified as a Level 3 liability within the fair value hierarchy and is remeasured at each reporting date, with changes in fair value recognized in earnings. During the three months ended March 31, 2026, the Company recognized a $3.3 million loss related to the change in the fair value of contingent consideration in earnings related to the remeasurement of this liability.

The indemnification asset was classified as a non-current asset in the Company’s condensed consolidated balance sheet as of March 31, 2026, and will be adjusted in future periods if the related liability is settled, released, or remeasured. Changes in the fair value of the indemnification asset, if any, will be recorded in earnings in the same financial statement line item as the change in the related liability. As of March 31, 2026, there were no changes in the estimated amount of the indemnified tax exposure or the related asset.

Management Services Agreement with PharmaCann

As previously disclosed, on December 16, 2025, the Company entered into an Asset Purchase Agreement (the “APA”) with PharmaCann Inc. (“PharmaCann”) and certain of its subsidiaries.

In connection with the APA, the Company entered into a Management Services Agreement (the “MSA”), dated December 16, 2025, pursuant to which the Company agreed to provide certain management services to the seller parties related to the dispensaries to be acquired.

The MSA became effective on March 22, 2026. For the three months ended March 31, 2026, the Company recognized management services income of $0.3 million, which is included in the consolidated statement of loss and comprehensive loss.

In connection with the effectiveness of the MSA, on March 24, 2026, the Company delivered 90,740,741 subordinate voting shares from treasury into escrow with Odyssey Trust Company, as escrow agent. These shares are being held in escrow pending their potential release as consideration under the APA upon closing of the acquisition of the PharmaCann assets.

Although the Company is providing management services under the MSA and is entitled to certain economic benefits, the Company has not consolidated the results of the PharmaCann assets, as the acquisition contemplated by the APA has not yet closed and the Company does not have control, as defined by GAAP, over the PharmaCann assets.

Divestitures

On March 31, 2026, the Company, and Ace Venture of NY LLC (“Ace”) entered into a Second Amended and Restated Limited Liability Company Operating Agreement (the “Operating Agreement”) of Vireo Health of New York LLC (“VHNY”), an indirect subsidiary of the Company.

Under the Operating Agreement, Ace holds 51% of the membership interests in VHNY, and the Company holds 49% of the membership interests. Under the Operating Agreement, distributions of available cash from VHNY are to be made first to the Company until it has recovered specified amounts, including its initial contribution deemed to be $35 million, certain transaction expenses, any additional capital contributions, and $16 million of intercompany notes bearing an interest rate of 7%.

VHNY is managed by a two-person board of managers, with one manager designated by the Company and one manager designated by Ace, and certain major actions require unanimous board and/or member approval. In the event of a deadlock between the managers, the Company’s Chief Financial Officer shall cast the deciding vote. The Operating Agreement also

includes customary transfer restrictions, rights of first refusal and drag-along provisions, as well as dispute resolution and limitation of liability provisions.

Based on the terms of the Operating Agreement and related arrangements, management has concluded that the Company maintains control over VHNY as defined under GAAP and, accordingly, continues to consolidate the results of VHNY in its condensed consolidated financial statements.

Fair Value Measurements

3 Months Ended

Mar. 31, 2026

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 include 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, 2026, and therefore no impairment charges were recorded.

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

Restricted cash consists of cash balances that are legally or contractually restricted as to withdrawal or use. The carrying amount approximates fair value due to the short-term nature of the deposits.

The carrying value of the Company’s derivative liability, warrants held, contingent consideration, and investments utilize Level 3 inputs given there is no market activity for the asset.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 107
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-107

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 100
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 940
-SubTopic 820
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478119/940-820-50-1

+ Details

Accounts Receivable

3 Months Ended

Mar. 31, 2026

Accounts Receivable

Accounts Receivable

5. Accounts Receivable

Trade receivables as of March 31, 2026 and December 31, 2025 were comprised of the following items:


	March 31,		December 31,
	2026		2025
Trade receivables, net	$	14.1	$	12.7
Other		2.0		1.1
Total	$	16.1	$	13.8

Included in the trade receivables, net balance at March 31, 2026, and December 31, 2025, was an allowance for doubtful accounts of $1.8 million and $1.3 million, respectively.

Inventory

3 Months Ended

Mar. 31, 2026

Inventory

Inventory

6. Inventory

Inventory as of March 31, 2026 and December 31, 2025 was comprised of the following items:


		March 31,			December 31,
		2026			2025
Work-in-progress		$	32.3		$	31.0
Finished goods			31.0			19.6
Non-cash fair value step up			1.5			—
Other			11.3			9.4
Total		$	76.1		$	60.0

In connection with the closing of the Vireo Health of Rocky Mountain acquisition, the Company recorded the acquired inventories at their estimated fair values in accordance with ASC 805, Business Combinations. Fair value represents the estimated selling price of the acquired inventory, less the expected costs to sell the inventory.

The estimated fair value of the inventory exceeded cost, resulting in a fair value step-up adjustment to acquired inventories totaling $1.7 million. During the three months ended March 31, 2026 and 2025, $0.2 million and $0, respectively, of amortization associated with this fair value step-up was recorded. This amortization was recorded to cost of sales in the consolidated statement of loss and comprehensive loss for the three month period ended March 31, 2026.

Property and Equipment, Net

3 Months Ended

Mar. 31, 2026

Property and Equipment, Net

Property and Equipment, Net

7. Property and Equipment, Net

As of March 31, 2026 and December 31, 2025, the Company’s property and equipment, net consisted of the following:


		March 31,		December 31,
		2026		2025
Land		$	2.1	$	1.8
Buildings and leasehold improvements			103.1		91.7
Furniture and equipment			29.2		27.9
Software			0.2		0.1
Vehicles			3.1		2.9
Construction-in-progress			39.2		33.6
Right of use asset under finance lease			84.8		87.8
			261.7		245.8
Less: accumulated depreciation			(29.4)		(28.3)
Total		$	232.3	$	217.5

For the three months ended March 31, 2026 and 2025, total depreciation on property and equipment was $4.0 million and $0.6 million, respectively. For the three months ended March 31, 2026 and 2025, accumulated amortization of the right of use asset (the “ROU”) under finance lease amounted to $9.4 million and $2.6 million, respectively. The right of use asset under finance lease of $84.8 million consists of leased processing and cultivation premises. The Company capitalized $2.9 million and $0.5 million into inventory relating to depreciation associated with manufacturing equipment and production facilities for the three months ended March 31, 2026 and 2025, respectively. The associated capitalized depreciation costs are added to inventory and expensed as cost of sales when the product is sold.

As of each of March 31, 2026 and 2025, 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.

Leases

3 Months Ended

Mar. 31, 2026

Leases

Leases

8. Leases

Components of the Company’s lease expenses as of March 31, 2026 and 2025 are listed below:


		March 31,		March 31,
		2026		2025
Finance lease cost
Depreciation of ROU assets		$	1.3	$	0.1
Interest on lease liabilities			3.6		3.6
Operating lease costs			2.5		0.5
Total lease costs		$	7.4	$	4.2

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


		Operating Leases			Finance Leases
		March 31, 2026			March 31, 2026		Total
2026		$	11.3		$	10.7	$	22.0
2027			14.7			14.6		29.3
2028			14.5			15.0		29.5
2029			13.5			15.5		29.0
2030			13.4			16.0		29.4
Thereafter			81.5			187.1		268.6
Total minimum lease payments		$	148.9		$	258.9	$	407.8
Less discount to net present value			(64.2)			(163.1)		(227.3)
Present value of lease liability		$	84.7		$	95.8	$	180.5

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

Supplemental cash flow information related to the Company’s leases for the three months ended March 31, 2026 and 2025 is detailed below:


		Three Months Ended
		March 31,
		2026		2025
Cash paid for amounts included in the measurement of lease liabilities:
Lease principal payments - finance		$	0.1	$	—
Lease principal payments - operating			1.3		0.4
Non-cash additions to ROU assets			0.3		—
Amortization of operating leases			1.1		0.2

Other information about the Company’s lease amounts as of March 31, 2026 and 2025 is recognized in the financial statements and outlined below:


		March 31,
		2026		2025
Weighted-average remaining lease term (years) – operating leases		10.70		7.19
Weighted-average remaining lease term (years) – finance leases		15.03		15.84
Weighted-average discount rate – operating leases		10.62	%	12.01	%
Weighted-average discount rate – finance leases		16.16	%	16.19	%

Goodwill and Intangibles

3 Months Ended

Mar. 31, 2026

Goodwill and Intangibles

Goodwill and Intangibles

9. Goodwill and Intangibles

Intangibles

Intangible assets as of March 31, 2026 and December 31, 2025 were comprised of the following items:


		Licenses & Trademarks			Developed Technology			Total
Balance, December 31, 2024		$	7.9		$	—		$	7.9
Acquisitions (Note 3)			108.5			4.7			113.2
Assets moved out of held for sale			0.3			—			0.3
Capitalization of internally generated software costs			—			1.9			1.9
Amortization			(5.1)			(0.7)			(5.8)
Balance, December 31, 2025		$	111.6		$	5.9		$	117.5
Acquisitions (Note 3)			78.7			—			78.7
Capitalization of internally generated software costs			—			0.5			0.5
Amortization			(2.4)			(0.3)			(2.7)
Balance, March 31, 2026		$	187.9		$	6.1		$	194.0

Amortization expense for the Company’s intangibles was $2.7 million and $0.2 million during the three months ended March 31, 2026 and 2025, 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 expenses will be $14.8 million per year for the next five fiscal years.

Goodwill

The following table shows the change in the carrying amount of goodwill:


Goodwill - December 31, 2024	$	—
Acquisitions (Note 3)		87.5
Goodwill - December 31, 2025		87.5
Acquisitions (Note 3)		36.3
Goodwill - March 31, 2026	$	123.8

During the three months ended March 31, 2026, the Company recorded goodwill in connection with acquisitions completed during the period. Goodwill represents the excess of the purchase price over the estimated fair value of the identifiable net assets acquired and primarily reflects expected synergies, assembled workforce, and other intangible benefits that do not qualify for separate recognition.

The Company evaluates goodwill for impairment at least annually, or more frequently if events or changes in circumstances indicate that goodwill may be impaired. For the year ended December 31, 2025, the Company performed a qualitative assessment and concluded that it was more likely than not that the fair value of its reporting units exceeded their respective carrying amounts. Accordingly, the Company determined that it was not necessary to perform a quantitative goodwill impairment test, and no impairment was recognized during the period.

Accounts Payable, Accrued Liabilities and Restricted Cash

3 Months Ended

Mar. 31, 2026

Accounts Payable, Accrued Liabilities and Restricted Cash

Accounts Payable, Accrued Liabilities, and Restricted Cash

10. Accounts Payable, Accrued Liabilities, and Restricted Cash

Accounts payable and accrued liabilities as of March 31, 2026 and December 31, 2025 were comprised of the following items:


		March 31,		December 31,
		2026		2025
Accounts payable – trade		$	20.7	$	19.0
Accrued Expenses			33.3		26.6
Contract liability			4.3		4.7
Total accounts payable and accrued liabilities		$	58.3	$	50.3

Long-Term Debt

3 Months Ended

Mar. 31, 2026

Long-Term Debt.

Long-Term Debt

11. Long-Term Debt

Long-Term Debt Arising from the Mergers

In connection with the closing of the Proper Mergers, the Company became obligated under $25.5 million of notes payable due to Chicago Atlantic Admin, LLC. The unpaid principal amounts outstanding bore interest at a rate of (a) 11%, payable monthly in cash, and (b) 3.00% per annum PIK interest, payable monthly. In addition, 1% amortization of the original principal value of the note, or $27.1 million, was payable monthly, and the note was set to mature on November 28, 2025. See Note 3 “Business Combinations and Dispositions” for additional information.

In connection with the closing of the Deep Roots Merger, the Company became obligated under $19.2 million of notes payable due to Chicago Atlantic Admin, LLC. The unpaid principal amounts outstanding bore interest at a rate of (a) the U.S. prime rate, with a floor of 8.00%, plus (b) 6.50%, payable monthly in cash. In addition, 0.83% amortization of the original principal value of the note, or $20 million, was payable monthly, and the note was set to mature on August 15, 2027. See Note 3 “Business Combinations and Dispositions” for additional information.

In connection with the closing of the Wholesome Merger, the Company became obligated on a $8.6 million term loan bearing an interest rate of 11.25%, payable monthly in cash. The term loan was repaid in full on May 13, 2025. Additionally, the Company became obligated on $1.0 million of promissory notes bearing an interest rate of 13.00%, payable monthly cash. See Note 3 “Business Combinations and Dispositions” for additional information.

First Lien Term Loan and Chicago Atlantic Term Loan

On July 3, 2025, the Company entered into a Loan and Security Agreement (the “First Lien Term Loan”), effective July 7, 2025, with East West Bank, a California banking corporation (“East West Bank”), as Administrative Agent (the “Administrative Agent”), and Western Alliance Bank, an Arizona corporation, as co-administrative agent (the “Co-Admin Agent”).

The First Lien Term Loan provides for an aggregate principal amount of $120 million. The aggregate principal amount of the First Lien Term Loan amortizes in quarterly installments of $3 million. The Company will make such quarterly amortization payments commencing on December 31, 2025 and on the last business day of each quarter thereafter through and including July 3, 2028. Upon maturity of the First Lien Term Loan on July 31, 2028, the remaining outstanding principal amount of the First Lien Term Loan, and all accrued and unpaid interest thereon, will be due and payable in full. The First Lien Term Loan bears interest at the one-month Term Secured Overnight Financing Rate (subject to a 3% floor) plus 4% per annum. The First Lien Term Loan shall, at the Administrative Agent’s option, convert to a Prime Rate Loan at the end of the First Lien Term Loan’s current one-month interest period if an event of default shall occur and be continuing, at which time an additional 2% of default interest will also be applicable to the First Lien Term Loan.

On July 3, 2025, the Company entered into a secured term loan (the “Chicago Atlantic Term Loan”), effective July 7, 2025, with Chicago Atlantic Opportunity Finance, LLC, as a Lender (the “Lender”), Chicago Atlantic Admin, LLC, as

Administrative Agent and Collateral Agent (“2L Agent”) and Chicago Atlantic Credit Advisers, LLC, as Lead Arranger (“Lead Arranger”).

The Chicago Atlantic Term Loan provides for a principal amount of $33 million to be loaned to the Company along with a $50 million accordion feature, available to support future strategic initiatives, subject to the sole discretion of the Lender and 2L Agent. Amortization payments are due and payable monthly on each payment date in an amount equal to 1% of the loan amount starting November 30, 2025. All unpaid and accrued interest is due and payable on the maturity date of October 2, 2028, with an option to extend for an additional year subject to a 1% extension fee of all loans advanced by lenders under the Chicago Atlantic Term Loan. The Chicago Atlantic Term Loan bears interest at the Prime Rate (subject to a 7.5% floor) plus 5.5% per annum.

The First Lien Term Loan is secured by a perfected first priority security interest in all assets and future assets of the Company. The Chicago Atlantic Term Loan is secured by a second priority security interest in and lien on all existing assets and future assets of the Company.

The proceeds from the First Lien Term Loan and Chicago Atlantic Term Loan were used to retire all of the Company’s existing debt obligations, including the debt arising from acquisitions, including the Mergers.

Long-Term Debt Arising from Vireo Health of Rocky Mountain

On February 27, 2026, CO Acquisition was acquired by the Company pursuant to a membership interest purchase agreement. In connection with the closing of this acquisition, the Company became obligated under $28.2 million of notes payable due to Chicago Atlantic Admin, LLC. The outstanding principal balance bears interest at a fixed rate of 20.0% per annum and matures on December 31, 2029. The default rate of interest is equal to the interest rate plus 10.0% per annum. All interest accrued until June 3, 2026 is payable in kind. Thereafter, interest will be paid monthly. If the loans are prepaid in an amount equal to $16 million or more or accelerated on or before March 30, 2027, the borrowers must pay a make-whole amount equal to all interest that would have accrued through March 30, 2027.

In connection with the closing of the Asset Sale, the Company became obligated under $44.3 million of notes payable due to Chicago Atlantic Financial Services, LLC. The unpaid principal amounts outstanding bear interest at a rate of 12%, payable monthly in cash and mature on December 31, 2031. If the loans are prepaid or accelerated on or before June 19, 2026, the Company must pay a make-whole amount equal to all interest that would have accrued through June 19, 2026. See Note 3 “Business Combinations and Dispositions” for additional information.

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, 2026 and December 31, 2025, $5.3 million and $5.8 million of deferred financing costs remained unamortized, respectively.

The following table shows a summary of the Company’s long-term debt as of March 31, 2026 and December 31, 2025:


		March 31,		December 31,
		2026		2025
Beginning of period		$	143.9	$	62.3
Acquired long-term debt (Note 3)			72.5		54.3
Principal repayments			(4.0)		(13.3)
PIK interest			0.5		1.0
Debt extinguishment			—		(109.1)
Proceeds			—		153.0
Deferred financing costs			—		(7.0)
Amortization of deferred financing costs			0.7		2.7
End of period			213.6		143.9
Less: current portion			16.3		16.3
Total long-term debt		$	197.3	$	127.6

As of March 31, 2026, stated maturities of long-term debt were as follows:


2026	$	12.3
2027		16.0
2028		117.4
2029		28.8
2030		—
2031		44.3
Total	$	218.8

Convertible Notes

3 Months Ended

Mar. 31, 2026

Convertible Notes.

Convertible Notes

12. Convertible Notes

On July 7, 2025, the Company retired the Convertible Notes, and issued a $10,000,000 convertible note (the “New Convertible Notes”) to Chicago Atlantic Opportunity Finance, LLC, also with a second priority interest, that matures on October 2, 2028 with an option to extend for an additional year subject to a 1% extension fee of all Chicago Atlantic loans advanced, has a cash interest rate of the Prime Rate (subject to a 7.5% floor) plus 5.0% per year, and is convertible into that number of the Company’s subordinate voting shares determined by dividing (i) the sum of (A) the result of $10,000,000 minus 50.00% of the aggregate amount of all the New Convertible Notes repaid plus (B) all accrued but unpaid interest on the New Convertible Notes on the date of such conversion by (ii) a conversion price equal to $0.625.

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 each of March 31, 2026 and December 31, 2025, $0 deferred financing costs remained unamortized, respectively.

The following table shows a summary of the Company’s convertible debt as of March 31, 2026 and December 31, 2025:


		March 31,		December 31,
		2026		2025
Beginning of period		$	9.9	$	9.9
Principal repayments			(0.3)		(10.1)
Proceeds			—		10.0
Amortization of deferred financing costs			—		0.1
End of period		$	9.6	$	9.9
Less: current portion			1.3		1.3
Total convertible debt		$	8.3	$	8.6

Stockholders' Equity

3 Months Ended

Mar. 31, 2026

Stockholders' Equity

Stockholders' Equity

13. 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, 2026. 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, 2026, 702 Multiple Voting Shares were converted into 70,200 Subordinate Voting Shares for no additional consideration.

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.

During the three months ended March 31, 2025, stock warrants were exercised for 265,626 Subordinate Voting Shares.

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.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478448/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 16
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-16

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

+ Details

Stock-Based Compensation

3 Months Ended

Mar. 31, 2026

Stock-Based Compensation

Stock-Based Compensation

14. Stock-Based Compensation

Stock Options

In January 2019, the Company adopted the 2019 Equity Incentive Plan (the “EIP”) under which the Company may grant incentive stock options, restricted shares, restricted share units, or other awards. Under the terms of the EIP, a total of ten percent of the number of shares outstanding from time to time, assuming conversion of all super voting shares and MVSs to SVSs are permitted to be issued. The exercise price for incentive stock options issued under the EIP is set by the compensation committee of the Company’s board of directors but may not be less than 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 Company’s board of directors.

Options granted under the EIP as of March 31, 2026 and 2025 were valued using the Black-Scholes option pricing model with the following weighted average assumptions:


		March 31,		March 31,
		2026		2025
Risk-Free Interest Rate		N/A		4.53	%
Weighted Average Exercise Price		N/A	$	0.49
Weighted Average Stock Price		N/A	$	0.49
Expected Life of Options (years)		N/A		7.00
Expected Annualized Volatility		N/A		100.00	%
Grant Fair Value		N/A	$	0.41
Expected Forfeiture Rate		N/A		N/A
Expected Dividend Yield		N/A		N/A

Stock option activity for the three months ended March 31, 2026, and for the year ended December 31, 2025, is presented below:


				Weighted Average			Weighted Avg.
		Number of Options		Exercise Price			Remaining Life
Balance, December 31, 2024		31,232,633		$	0.43		5.45
Forfeitures		(2,955,723)			0.26		—
Exercised		(723,165)			0.17		—
Granted		7,159,156			0.62		—
Options Outstanding at December 31, 2025		34,712,901		$	0.48		5.76
Forfeitures		(83,009)			0.47		—
Options Outstanding at March 31, 2026		34,629,892		$	0.48		5.52

Options Exercisable at March 31, 2026		26,355,637		$	0.45		4.28

During the three month periods ended March 31, 2026 and 2025, the Company recognized $0.7 million and $0.2 million, respectively, in stock-based compensation related to stock options. As of March 31, 2026, the total unrecognized compensation costs related to unvested stock options awards granted was $2.7 million. In addition, the weighted average period over which the unrecognized compensation expense is expected to be recognized is approximately 1.7 years. The total intrinsic value of stock options outstanding and exercisable as of March 31, 2026, was $2.0 million and $1.9 million, respectively.

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

Warrants

Warrants to purchase SVS entitle the holder to purchase one SVS 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, 2024		15,919,563		$	0.22		3.56
Expired		(150,000)			1.49		—
Exercised		(265,626)			0.15		—
Warrants outstanding at December 31, 2025, and March 31, 2026		15,503,937		$	0.22		2.36

Warrants exercisable at March 31, 2026		15,503,937		$	0.22		2.36


		Number of		Weighted Average			Weighted Average
SVS Warrants Denominated in C$		Warrants		Exercise Price			Remaining Life
Warrants outstanding at December 31, 2024 and 2025		3,037,649		$	3.50		0.23
Expired		(3,037,649)			—		—
Warrants outstanding at March 31, 2026		—		$	—		—

Other

During the three months ended March 31, 2026, the Company entered into a consulting arrangement pursuant to which a consultant was granted equity interests in Vireo Health of Rocky Mountain, LLC, a consolidated subsidiary, in exchange for strategic advisory and consulting services to be provided over the contractual service period. The arrangement was accounted for as share-based compensation under ASC 718, Compensation—Stock Compensation.

The agreement also includes certain repurchase and exchange features that may be settled in securities of Vireo Growth Inc. Based on the terms of these provisions, the Company determined that liability classification was appropriate for certain

settlement features and recorded a derivative liability, which is remeasured to fair value each reporting period with changes in fair value recognized in earnings.

For the three months ended March 31, 2026, the Company recognized share-based compensation expense of $3.5 million related to this arrangement.

RSUs

The expense associated with RSUs is generally based on the closing 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 period during which the awards are expected to vest.

During the year ended December 31, 2025, the Company granted 21,825,000 RSUs to senior management that vest upon the achievement of specified stock price thresholds of $0.85 and $1.05 per share, for which the value was estimated at the grant date using a Monte Carlo simulation model using a volatility of approximately 100%. The expense is recognized over the derived service period of approximately three years.

The Company also granted 28,500,000 RSUs to senior management that vest upon the achievement of specified Adjusted EBITDA performance thresholds of $150 million, $165 million, and $205 million during the year ended December 31, 2025. Compensation expense for these awards is recognized when achievement of the performance conditions is considered probable and is recognized over the implied service period of approximately 2-3 years.

During the three months ended March 31, 2026 and 2025, the Company recognized $2.8 million and $1.3 million, 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, 2024		11,327,530		$	0.40
Granted		71,109,925			0.42
Settled		(22,805,897)			0.49
Forfeitures		(66,341)			1.81
Balance, December 31, 2025, and March 31, 2026		59,565,217		$	0.38

Vested at March 31, 2026		4,401,065		$	0.43

Commitments and Contingencies

3 Months Ended

Mar. 31, 2026

Commitments and Contingencies.

Commitments and Contingencies

15. Commitments and Contingencies

Legal proceedings

Verano

On October 29, 2025, the Company reached a comprehensive settlement (the “Settlement Agreement”) dismissing all outstanding litigation matters between the Company and Verano that are pending before the Supreme Court of British Columbia, Canada. The terms of the Settlement Agreement were approved by the respective Boards of Directors of both Companies. The value of the settlement to the Company is $9.2 million consisting of the acquisition of $8.2 million of real property and $1.0 million in cash.

Lease commitments

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

Selling, General and Administrative Expenses

3 Months Ended

Mar. 31, 2026

General and Administrative Expenses

Selling, General and Administrative Expenses

16. Selling, General and Administrative Expenses

Selling, general and administrative expenses were comprised of the following items for the three months ended March 31, 2026 and 2025:


	Three Months Ended March 31,
	2026		2025
Salaries and benefits	$	17.8	$	3.9
Professional fees		2.8		1.4
Insurance expenses		1.5		0.4
Occupancy costs		1.5		0.7
Other expenses		7.2		1.0
Total	$	30.8	$	7.4

Other Income (Expense)

3 Months Ended

Mar. 31, 2026

Other Income (Expense)

Other Income (Expense)

17. Other Income (Expense)

The Coronavirus Aid, Relief, and Economic Security Act (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 CARES Employee Retention Credit was initially 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 later 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 CARES Employee Retention 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 a CARES Employee Retention Credit equal to $0 and $1.0 million, respectively, for the three months ended March 31, 2026 and 2025. These amounts were recorded in other income on the unaudited condensed consolidated statement of loss and comprehensive loss for the three months ended March 31, 2026 and 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 strategic agreement. As part of the termination agreement, the Company forfeited 4,500,000 of the previously granted 8,500,000 warrants. The Company’s remaining 4,000,000 warrants were revalued at a fair value of $0.9 million and $1.7 million at March 31, 2026 and December 31, 2025, respectively. The fair value was derived from a Black-Scholes valuation using a stock price of $0.30, an exercise price of $0.162, an expected life of 2.52 years, an annual risk free rate of 3.92%, and volatility of 100%. The three months ended March 31, 2026 saw a change in fair value of ($0.8) million, which was recorded as other expense in the statement of net loss and comprehensive loss for the three month period ended March 31, 2026.

Segment Reporting

3 Months Ended

Mar. 31, 2026

Segment Reporting

Segment Reporting

18. Segment Reporting

The Company utilized the guidance in ASC 280 to determine how many reportable segments the Company has. The Company considered various factors including, but not limited to, the Company’s products and services, production processes, customers, regulatory environment, and business geography, as well as the degree to which the Company’s Chief Operating Decision Maker evaluates the Company’s performance and allocates resources. The Company determined that cannabis is its one and only reportable segment because (a) the Company’s products and services are limited to various forms of cannabis products, (b) the Company’s customers include retail and wholesale customers, (c) the Company’s geography and regulatory environment are the United States, and (d) the Company’s Chief Operating Decision Maker assesses performance and allocates resources at the consolidated level.

The Company’s Chief Executive Officer serves as the Company’s Chief Operating Decision Maker. The Company’s 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 statement of net loss and comprehensive loss as consolidated net income. The measure of segment assets is reported on the balance sheet total as consolidated assets. The Company’s 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 Company’s Chief Operating Decision Maker (as defined under GAAP) 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 Note 2 “Summary of Significant Accounting Policies.”

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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+ Details

Supplemental Cash Flow Information

3 Months Ended

Mar. 31, 2026

Supplemental Cash Flow Information

Supplemental Cash Flow Information

19. Supplemental Cash Flow Information⁽¹⁾


		March 31,		March 31
		2026		2025
Cash paid for interest		$	7.9	$	7.1
Cash paid for income taxes			—		—
Change in construction accrued expenses			(2.4)		(0.1)

(1)

For supplemental cash flow information related to leases, refer to Note 9 “Leases.”

Financial Instruments

3 Months Ended

Mar. 31, 2026

Financial Instruments

Financial Instruments

20. 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, 2026, the Company’s financial liabilities consist of accounts payable and accrued liabilities, debt and convertible debt. 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 financing.

Legal Risk

Vireo Growth operates in the United States. The U.S. federal government regulates drugs through the CSA, which places controlled substances, including cannabis, in a schedule. Recent federal action, however, resulted in the rescheduling to Schedule III of (i) FDA-approved drug products containing marijuana and (ii) marijuana in any form covered by a state medical marijuana license. Regarding state-legal medical marijuana, the DEA also created a pathway for state medical marijuana licensees to register and continue operating compliantly under Schedule III.

As a general matter, however, cannabis remains a Schedule I drug outside of the specific conditions outlined above. Under U.S. federal law, a Schedule I drug or substance has a high potential for abuse, has no accepted medical use in the U.S., and lacks accepted safety for use under medical supervision. Although the FDA has approved certain drugs containing marijuana, it has not approved marijuana itself as a safe and effective drug. In the U.S., marijuana is largely regulated at the state level. Despite recent federal action to align state medical licensing requirements with Schedule III registration requirements, state laws regulating adult-use cannabis are still in direct conflict with the federal CSA, which makes adult-use 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 and Secured Overnight Financing Rate. However, management believes that the impact of reasonably possible changes in interest rates on the Company’s consolidated results of operations and cash flows would not be material.

Related Parties Transactions

3 Months Ended

Mar. 31, 2026

Related Parties Transactions

Related Parties Transactions

21. Related Party Transactions

As of each of March 31, 2026 and December 31, 2025, the Company owed $4.4 million and $2.0 million, due to related parties.

Details surrounding the lending relationships between the Company and Chicago Atlantic, are described in Note 11 “Long-Term Debt” and Note 12 “Convertible Notes.”

During the three months ended March 31, 2026 and 2025, the Company paid Chicago Atlantic $1.5 million and $0, respectively, for certain underwriting services, legal services, accounting services, data analytics services, and real estate services.

John Mazarakis, Vireo Growth’s Chief Executive Officer, is a partner of Chicago Atlantic Group, LP, an affiliate of Chicago Atlantic Admin. 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, 2025 for more information.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

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+ Details

Subsequent Events

3 Months Ended

Mar. 31, 2026

Subsequent Events

Subsequent Events

22. Subsequent Events

As previously disclosed, on December 22, 2025, the Company entered into a merger agreement pursuant to which a wholly owned subsidiary of the Company would merge with and into Eaze, Inc. (“Eaze”), with Eaze surviving as a wholly owned subsidiary (the “Eaze Merger”). The Eaze Merger was completed on April 1, 2026.

In connection with the closing of the Eaze Merger, the Company issued an aggregate of 90,379,591 subordinate voting shares as estimated closing consideration, of which a portion was delivered to a payment agent for distribution to former Eaze stockholders and a portion was placed into escrow. The estimated closing consideration is subject to customary post-closing adjustments, including adjustments for cash, indebtedness, transaction expenses, working capital and certain tax items. Former Eaze stockholders may also be entitled to receive additional subordinate voting shares in the form of earnout consideration based on the achievement of certain financial targets following December 31, 2026, subject to specified limitations. In addition, the Company will issue RSUs to certain Eaze employees in connection with the Eaze Merger, including (i) fully vested RSUs issued at closing and (ii) additional RSUs that vest based on continued employment and are tied to the achievement of earnout-related performance conditions.

On April 8, 2026, the Company entered into and concurrently closed a securities purchase agreement pursuant to which it acquired all of the issued and outstanding equity interests of The Hawthorne Gardening Company LLC and its subsidiaries from The Scotts Miracle-Gro Company. In connection with the transaction, the Company issued 213,000,000 subordinate voting shares at a deemed value of $0.60 per share, subject to customary post-closing adjustments, with a portion of such shares placed in escrow. The Company also issued warrants to purchase 80,000,000 subordinate voting shares at an exercise price of $0.85 per share, which are immediately exercisable and expire five years from the date of issuance. The shares issued as consideration and any shares issuable upon exercise of the warrants are subject to a lock-up arrangement with staged releases over a 24-month period. In addition, the parties entered into an investor rights agreement that provides the seller’s designee with certain registration rights, board designation rights, and participation rights in future equity offerings, subject to specified ownership thresholds.

On April 13, 2026, the Company and Glass House Brands Inc. (“Glass House”) announced the execution of a definitive agreement to form a joint venture to combine each party’s California dispensary operations, subject to the satisfaction of regulatory approvals and other customary closing conditions. Upon closing, each party is expected to contribute its respective California retail operations to the joint venture in exchange for a 50% ownership interest. The proposed joint venture would combine the Company’s twelve dispensaries and home delivery operations located in California and acquired from Eaze, Inc. with Glass House’s eleven California retail locations. The combined retail platform is expected to be supported by a preferential supply agreement with Glass House. Under the terms of the agreement, beginning five years after closing, the Company will have an option to acquire Glass House’s ownership interest in the joint venture, and Glass House will have a reciprocal put right.

On April 23, 2026, the U.S. Department of Justice announced an order reclassifying certain FDA-approved marijuana products and cannabis products subject to qualifying state medical marijuana licenses from Schedule I to Schedule III under the Controlled Substances Act. The Department of Justice also announced an administrative hearing process to consider broader rescheduling of marijuana. The Company is currently evaluating the potential impact of these developments on its operations, tax position, and financial statements.

On April 30, 2026, Vireo entered into a definitive arrangement agreement to acquire all outstanding shares of FLUENT Corp. (“FLUENT”) in an all-stock transaction, pursuant to which FLUENT shareholders will receive 0.0705359 of a subordinate voting share of Vireo for each FLUENT share. The transaction has been unanimously approved by the boards of both companies (with interested directors abstaining from voting) following a review by an independent special committee of FLUENT and is subject to customary conditions, including Fluent shareholder approval, court and regulatory approvals, as well as the completion of a debt equitization of approximately $30 million of FLUENT indebtedness. The

agreement also contains certain covenants and agreements regarding the conduct of FLUENT’s business until the closing, including covenants requiring FLUENT and its subsidiaries to manage and operate their respective businesses in accordance with an operating budget that was approved by FLUENT’s board of directors and adopted by FLUENT in connection with the transaction.

Pay vs Performance Disclosure - USD ($) $ in Millions	3 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Millions	Mar. 31, 2026	Mar. 31, 2025
Pay vs Performance Disclosure
Net Income (Loss)	$ (20.3)	$ (6.5)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2026
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

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2026

Summary of 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 (“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 that were wholly owned, or effectively controlled by the Company during the period ended March 31, 2026:


Name of entity	Place of incorporation
HiColor, LLC	Minnesota, USA
MaryMed, LLC	Maryland, 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, LLC	Delaware, USA
Vireo Health de Puerto Rico, LLC	Puerto Rico
CO Acquisition Vehicle, LLC	Delaware, USA
Vireo Health of Rocky Mountain, LLC	Delaware, USA
Vireo Health of Colorado, LLC	Colorado, USA
Vireo Health of CO, LLC	Delaware, USA
Vireo Health of CO II, LLC	Delaware, USA
Vireo Health of Denver Metro, LLC	Delaware, USA
Vireo Health of DTC, LLC	Delaware, USA
Vireo Health of Foothills, LLC	Delaware, USA
Vireo Health of Las Cruces, LLC	Delaware, USA
Vireo Health of Mile High, LLC	Delaware, USA
Vireo Health of NM, LLC	Delaware, USA
Vireo Health of Noco, LLC	Delaware, USA
Vireo Health of Santa Fe, LLC	Delaware, USA
Vireo Health of Soco, LLC	Delaware, USA
Vireo Health of Western Slope, LLC	Delaware, USA
Retail Management Associates, LLC	Arizona, USA
Vireo Health of Nevada I, 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 Health of Arcadia, LLC	Delaware, USA
200 W 24th Holdings, LLC	Delaware, USA
Vireo of Charm City, LLC	Maryland, USA
Vireo PR Merger Sub Inc.	Missouri, USA
Vireo PR Merger Sub II Inc.	Missouri, USA
Deep Roots Holdings, Inc.	Nevada, USA
WholesomeCo, Inc.	Delaware, USA
New Growth Horizon, LLC	Missouri, USA
Nirvana Investments, LLC and Subsidiaries	Missouri, USA
2178 State Highway 29A LLC	New York, USA
Vireo Marketing, LLC	Minnesota, USA
Deep Roots Harvest, Inc.	Nevada, USA
Deep Roots Aria AcqCo, Inc.	Nevada, USA
Deep Roots Operating, Inc.	Nevada, USA
Deep Roots Properties, LLC	Nevada, USA
WC Staffing, LLC	Utah, USA
Wholesome Goods, LLC	Utah, USA
Wholesome Ag, LLC	Utah, USA
Wholesome Direct, LLC	Utah, USA
Wholesome Therapy, LLC	Utah, USA
Arches IP, Inc.	Delaware, USA

The entities listed above were formed or acquired to support the intended operations of the Company. All intercompany transactions and balances have been eliminated from 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

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 subordinate voting shares were exercised or converted into subordinate voting shares 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 subordinate voting shares and the number of potential dilutive subordinate voting share equivalents outstanding during the period. Potential dilutive subordinate voting share equivalents consist of the incremental subordinate voting shares issuable upon the exercise of vested stock options and the incremental shares issuable upon conversion of the convertible notes. Potential dilutive subordinate voting share equivalents consist of stock options, warrants, and restricted stock units (“RSUs”).

In computing diluted earnings per share, subordinate voting share equivalents are not considered in periods in which a net loss is reported, as the inclusion of the subordinate voting share equivalents would be anti-dilutive. The Company recorded a net loss for the three month periods ended March 31, 2026 and 2025, as 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, 2026 and 2025, were as follows:


	Three Months Ended
	March 31,
	2026	2025
Stock options	34,629,892	30,731,300
Warrants	15,503,937	18,541,586
RSUs	59,565,217	71,156,247
Convertible debt	15,680,000	16,000,000
Total	125,379,046	136,429,133

Revenue recognition

Revenue Recognition

The Company’s primary source of revenue is from the 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,
	2026		2025
Retail	$	89.9	$	19.2
Wholesale		16.3		5.3
Total	$	106.2	$	24.5

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2026

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
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, LLC	Delaware, USA
Vireo Health de Puerto Rico, LLC	Puerto Rico
CO Acquisition Vehicle, LLC	Delaware, USA
Vireo Health of Rocky Mountain, LLC	Delaware, USA
Vireo Health of Colorado, LLC	Colorado, USA
Vireo Health of CO, LLC	Delaware, USA
Vireo Health of CO II, LLC	Delaware, USA
Vireo Health of Denver Metro, LLC	Delaware, USA
Vireo Health of DTC, LLC	Delaware, USA
Vireo Health of Foothills, LLC	Delaware, USA
Vireo Health of Las Cruces, LLC	Delaware, USA
Vireo Health of Mile High, LLC	Delaware, USA
Vireo Health of NM, LLC	Delaware, USA
Vireo Health of Noco, LLC	Delaware, USA
Vireo Health of Santa Fe, LLC	Delaware, USA
Vireo Health of Soco, LLC	Delaware, USA
Vireo Health of Western Slope, LLC	Delaware, USA
Retail Management Associates, LLC	Arizona, USA
Vireo Health of Nevada I, 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 Health of Arcadia, LLC	Delaware, USA
200 W 24th Holdings, LLC	Delaware, USA
Vireo of Charm City, LLC	Maryland, USA
Vireo PR Merger Sub Inc.	Missouri, USA
Vireo PR Merger Sub II Inc.	Missouri, USA
Deep Roots Holdings, Inc.	Nevada, USA
WholesomeCo, Inc.	Delaware, USA
New Growth Horizon, LLC	Missouri, USA
Nirvana Investments, LLC and Subsidiaries	Missouri, USA
2178 State Highway 29A LLC	New York, USA
Vireo Marketing, LLC	Minnesota, USA
Deep Roots Harvest, Inc.	Nevada, USA
Deep Roots Aria AcqCo, Inc.	Nevada, USA
Deep Roots Operating, Inc.	Nevada, USA
Deep Roots Properties, LLC	Nevada, USA
WC Staffing, LLC	Utah, USA
Wholesome Goods, LLC	Utah, USA
Wholesome Ag, LLC	Utah, USA
Wholesome Direct, LLC	Utah, USA
Wholesome Therapy, LLC	Utah, USA
Arches IP, Inc.	Delaware, USA

Schedule of anti-dilutive shares outstanding


	Three Months Ended
	March 31,
	2026	2025
Stock options	34,629,892	30,731,300
Warrants	15,503,937	18,541,586
RSUs	59,565,217	71,156,247
Convertible debt	15,680,000	16,000,000
Total	125,379,046	136,429,133

Schedule of disaggregated revenue


	Three Months Ended March 31,
	2026		2025
Retail	$	89.9	$	19.2
Wholesale		16.3		5.3
Total	$	106.2	$	24.5

Business Combinations and Dispositions (Tables)

3 Months Ended

Mar. 31, 2026

Vireo Health of Rocky Mountain

Business Acquisition

Schedule of fair value of tangible and identifiable intangible assets acquired and liabilities


		Vireo Health of Rocky Mountain
Assets
Cash and cash equivalents		$	18.2
Inventory			14.4
Receivables			1.4
Other current assets			0.6
Property and equipment			10.5
Operating lease, right-of-use asset			31.6
Deposits			1.1
Intangible assets, license			78.7
Goodwill			36.3
Total assets			192.8
Liabilities
Accounts payable and accrued liabilities			10.7
Right-of-use liability			31.6
Long-term debt, net			72.5
Total liabilities			114.8
Net assets acquired		$	78.0

Consideration:
Share consideration		$	78.0
Total Consideration		$	78.0

Wholesome Co, Inc.

Business Acquisition

Schedule of fair value of tangible and identifiable intangible assets acquired and liabilities


		Wholesome
Assets
Cash and cash equivalents		$	7.0
Inventory			8.7
Receivables			1.1
Other current assets			0.9
Income tax receivable			0.3
Property and equipment			9.4
Operating lease, right-of-use asset			10.2
Indemnification asset			11.0
Deposits			0.5
Intangible assets, license			14.2
Intangible assets, developed technology			4.6
Goodwill			39.0
Total assets			106.9
Liabilities
Accounts payable and accrued liabilities			6.8
Right-of-use liability			10.2
Long-term debt, net			9.6
Deferred tax liabilities			5.9
Uncertain tax liability			13.3
Total liabilities			45.8
Net assets acquired		$	61.1

Consideration:
Share consideration		$	51.7
Contingent consideration			9.4
Total Consideration		$	61.1

Proper Holdings Management, Inc.

Business Acquisition

Schedule of fair value of tangible and identifiable intangible assets acquired and liabilities


		Proper
Assets
Cash and cash equivalents		$	12.9
Inventory			22.8
Income tax receivable			5.7
Receivables			2.4
Other current assets			0.3
Property and equipment			33.3
Operating lease, right-of-use asset			9.0
Indemnification asset			6.2
Deposits			0.1
Intangible assets, license			48.6
Goodwill			26.4
Total assets			167.7
Liabilities
Accounts payable and accrued liabilities			25.3
Right-of-use liability			9.0
Long-term debt, net			25.5
Deferred tax liabilities			12.6
Uncertain tax liability			14.9
Other long-term liabilities			1.2
Total liabilities			88.5
Net assets acquired		$	79.2

Consideration:
Share consideration		$	76.2
Contingent consideration			3.0
Total Consideration		$	79.2

Deep Roots Holdings, Inc.

Business Acquisition

Schedule of fair value of tangible and identifiable intangible assets acquired and liabilities


		Deep Roots
Assets
Cash and cash equivalents		$	19.4
Inventory			17.8
Income tax receivable			14.4
Receivables			0.2
Other current assets			1.3
Property and equipment			29.5
Operating lease, right-of-use asset			24.6
Indemnification asset			8.5
Deposits			0.3
Investments			6.0
Intangible assets, license			45.8
Goodwill			22.1
Total assets			189.9
Liabilities
Accounts payable and accrued liabilities			12.7
Right-of-use liability			24.6
Long-term debt, net			19.2
Deferred tax liabilities			5.1
Uncertain tax liability			24.9
Total liabilities			86.5
Net assets acquired		$	103.4

Consideration:
Share consideration		$	101.0
Contingent consideration			2.4
Total Consideration		$	103.4

Accounts Receivable (Tables)

3 Months Ended

Mar. 31, 2026

Accounts Receivable

Schedule of accounts receivables


	March 31,		December 31,
	2026		2025
Trade receivables, net	$	14.1	$	12.7
Other		2.0		1.1
Total	$	16.1	$	13.8

Inventory (Tables)

3 Months Ended

Mar. 31, 2026

Inventory

Schedule of inventory


		March 31,			December 31,
		2026			2025
Work-in-progress		$	32.3		$	31.0
Finished goods			31.0			19.6
Non-cash fair value step up			1.5			—
Other			11.3			9.4
Total		$	76.1		$	60.0

Property and Equipment, Net (Tables)

3 Months Ended

Mar. 31, 2026

Property and Equipment, Net

Schedule of Company's property and equipment, net


		March 31,		December 31,
		2026		2025
Land		$	2.1	$	1.8
Buildings and leasehold improvements			103.1		91.7
Furniture and equipment			29.2		27.9
Software			0.2		0.1
Vehicles			3.1		2.9
Construction-in-progress			39.2		33.6
Right of use asset under finance lease			84.8		87.8
			261.7		245.8
Less: accumulated depreciation			(29.4)		(28.3)
Total		$	232.3	$	217.5

Leases (Tables)

3 Months Ended

Mar. 31, 2026

Leases

Schedule of components of the Company's lease expenses


		March 31,		March 31,
		2026		2025
Finance lease cost
Depreciation of ROU assets		$	1.3	$	0.1
Interest on lease liabilities			3.6		3.6
Operating lease costs			2.5		0.5
Total lease costs		$	7.4	$	4.2

Schedule of future minimum lease payments of operating leases


		Operating Leases			Finance Leases
		March 31, 2026			March 31, 2026		Total
2026		$	11.3		$	10.7	$	22.0
2027			14.7			14.6		29.3
2028			14.5			15.0		29.5
2029			13.5			15.5		29.0
2030			13.4			16.0		29.4
Thereafter			81.5			187.1		268.6
Total minimum lease payments		$	148.9		$	258.9	$	407.8
Less discount to net present value			(64.2)			(163.1)		(227.3)
Present value of lease liability		$	84.7		$	95.8	$	180.5

Schedule of future minimum lease payments of financing leases


		Operating Leases			Finance Leases
		March 31, 2026			March 31, 2026		Total
2026		$	11.3		$	10.7	$	22.0
2027			14.7			14.6		29.3
2028			14.5			15.0		29.5
2029			13.5			15.5		29.0
2030			13.4			16.0		29.4
Thereafter			81.5			187.1		268.6
Total minimum lease payments		$	148.9		$	258.9	$	407.8
Less discount to net present value			(64.2)			(163.1)		(227.3)
Present value of lease liability		$	84.7		$	95.8	$	180.5

Schedule of supplemental cash flow information related to the Company's leases


		Three Months Ended
		March 31,
		2026		2025
Cash paid for amounts included in the measurement of lease liabilities:
Lease principal payments - finance		$	0.1	$	—
Lease principal payments - operating			1.3		0.4
Non-cash additions to ROU assets			0.3		—
Amortization of operating leases			1.1		0.2

Schedule of other information about the Company's lease


		March 31,
		2026		2025
Weighted-average remaining lease term (years) – operating leases		10.70		7.19
Weighted-average remaining lease term (years) – finance leases		15.03		15.84
Weighted-average discount rate – operating leases		10.62	%	12.01	%
Weighted-average discount rate – finance leases		16.16	%	16.19	%

Goodwill and Intangibles (Tables)

3 Months Ended

Mar. 31, 2026

Goodwill and Intangibles

Schedule of intangible assets


		Licenses & Trademarks			Developed Technology			Total
Balance, December 31, 2024		$	7.9		$	—		$	7.9
Acquisitions (Note 3)			108.5			4.7			113.2
Assets moved out of held for sale			0.3			—			0.3
Capitalization of internally generated software costs			—			1.9			1.9
Amortization			(5.1)			(0.7)			(5.8)
Balance, December 31, 2025		$	111.6		$	5.9		$	117.5
Acquisitions (Note 3)			78.7			—			78.7
Capitalization of internally generated software costs			—			0.5			0.5
Amortization			(2.4)			(0.3)			(2.7)
Balance, March 31, 2026		$	187.9		$	6.1		$	194.0

Schedule of Goodwill [Table Text Block]


Goodwill - December 31, 2024	$	—
Acquisitions (Note 3)		87.5
Goodwill - December 31, 2025		87.5
Acquisitions (Note 3)		36.3
Goodwill - March 31, 2026	$	123.8

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

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+ Details

Accounts Payable, Accrued Liabilities and Restricted Cash (Tables)

3 Months Ended

Mar. 31, 2026

Accounts Payable, Accrued Liabilities and Restricted Cash

Schedule of accounts payable and accrued liabilities


		March 31,		December 31,
		2026		2025
Accounts payable – trade		$	20.7	$	19.0
Accrued Expenses			33.3		26.6
Contract liability			4.3		4.7
Total accounts payable and accrued liabilities		$	58.3	$	50.3

Long-Term Debt (Tables)

3 Months Ended

Mar. 31, 2026

Long-Term Debt.

Schedule of long-term debt


		March 31,		December 31,
		2026		2025
Beginning of period		$	143.9	$	62.3
Acquired long-term debt (Note 3)			72.5		54.3
Principal repayments			(4.0)		(13.3)
PIK interest			0.5		1.0
Debt extinguishment			—		(109.1)
Proceeds			—		153.0
Deferred financing costs			—		(7.0)
Amortization of deferred financing costs			0.7		2.7
End of period			213.6		143.9
Less: current portion			16.3		16.3
Total long-term debt		$	197.3	$	127.6

Schedule of stated maturities of long-term debt


2026	$	12.3
2027		16.0
2028		117.4
2029		28.8
2030		—
2031		44.3
Total	$	218.8

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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+ Details

Convertible Notes (Tables)

3 Months Ended

Mar. 31, 2026

Convertible Notes.

Schedule of convertible debt


		March 31,		December 31,
		2026		2025
Beginning of period		$	9.9	$	9.9
Principal repayments			(0.3)		(10.1)
Proceeds			—		10.0
Amortization of deferred financing costs			—		0.1
End of period		$	9.6	$	9.9
Less: current portion			1.3		1.3
Total convertible debt		$	8.3	$	8.6

Stockholders' Equity (Tables)

3 Months Ended

Mar. 31, 2026

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

- Definition

Tabular disclosure of an entity's stock, including par or stated value per share, number and dollar amount of share subscriptions, shares authorized, shares issued, shares outstanding, number and dollar amount of shares held in an employee trust, dividend per share, total dividends, share conversion features, par value plus additional paid in capital, the value of treasury stock and other information necessary to a fair presentation, and EPS information. Stock by class includes common, convertible, and preferred stocks which are not redeemable or redeemable solely at the option of the issuer. Includes preferred stock with redemption features that are solely within the control of the issuer and mandatorily redeemable stock if redemption is required to occur only upon liquidation or termination of the reporting entity. If more than one issue is outstanding, state the title of each issue and the corresponding dollar amount; dollar amount of any shares subscribed but unissued and the deduction of subscriptions receivable there from; number of shares authorized, issued, and outstanding.

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+ Details

Stock-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2026

Stock-Based Compensation

Schedule of weighted average valuation assumptions for stock options


		March 31,		March 31,
		2026		2025
Risk-Free Interest Rate		N/A		4.53	%
Weighted Average Exercise Price		N/A	$	0.49
Weighted Average Stock Price		N/A	$	0.49
Expected Life of Options (years)		N/A		7.00
Expected Annualized Volatility		N/A		100.00	%
Grant Fair Value		N/A	$	0.41
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, 2024		31,232,633		$	0.43		5.45
Forfeitures		(2,955,723)			0.26		—
Exercised		(723,165)			0.17		—
Granted		7,159,156			0.62		—
Options Outstanding at December 31, 2025		34,712,901		$	0.48		5.76
Forfeitures		(83,009)			0.47		—
Options Outstanding at March 31, 2026		34,629,892		$	0.48		5.52

Options Exercisable at March 31, 2026		26,355,637		$	0.45		4.28

Summary of warrants outstanding


		Number of		Weighted Average			Weighted Average
SVS Warrants		Warrants		Exercise Price			Remaining Life
Warrants outstanding at December 31, 2024		15,919,563		$	0.22		3.56
Expired		(150,000)			1.49		—
Exercised		(265,626)			0.15		—
Warrants outstanding at December 31, 2025, and March 31, 2026		15,503,937		$	0.22		2.36

Warrants exercisable at March 31, 2026		15,503,937		$	0.22		2.36


		Number of		Weighted Average			Weighted Average
SVS Warrants Denominated in C$		Warrants		Exercise Price			Remaining Life
Warrants outstanding at December 31, 2024 and 2025		3,037,649		$	3.50		0.23
Expired		(3,037,649)			—		—
Warrants outstanding at March 31, 2026		—		$	—		—

Summary of RSU activity


				Weighted Avg.
		Number of Shares		Fair Value
Balance, December 31, 2024		11,327,530		$	0.40
Granted		71,109,925			0.42
Settled		(22,805,897)			0.49
Forfeitures		(66,341)			1.81
Balance, December 31, 2025, and March 31, 2026		59,565,217		$	0.38

Vested at March 31, 2026		4,401,065		$	0.43

Selling, General and Administrative Expenses (Tables)

3 Months Ended

Mar. 31, 2026

General and Administrative Expenses

Schedule of general and administrative expenses


	Three Months Ended March 31,
	2026		2025
Salaries and benefits	$	17.8	$	3.9
Professional fees		2.8		1.4
Insurance expenses		1.5		0.4
Occupancy costs		1.5		0.7
Other expenses		7.2		1.0
Total	$	30.8	$	7.4

Supplemental Cash Flow Information (Tables)

3 Months Ended

Mar. 31, 2026

Supplemental Cash Flow Information

Schedule of supplemental cash flow information


		March 31,		March 31
		2026		2025
Cash paid for interest		$	7.9	$	7.1
Cash paid for income taxes			—		—
Change in construction accrued expenses			(2.4)		(0.1)

(1)

For supplemental cash flow information related to leases, refer to Note 9 “Leases.”

Summary of Significant Accounting Policies - Anti-dilutive shares outstanding (Details) - shares	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares outstanding	125,379,046	136,429,133
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares outstanding	34,629,892	30,731,300
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares outstanding	15,503,937	18,541,586
RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares outstanding	59,565,217	71,156,247
Convertible debt
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares outstanding	15,680,000	16,000,000

Summary of Significant Accounting Policies - Disaggregation of revenue (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025
Disaggregation of Revenue [Line Items]
Revenue	$ 106.2	$ 24.5
Retail
Disaggregation of Revenue [Line Items]
Revenue	89.9	19.2
Wholesale
Disaggregation of Revenue [Line Items]
Revenue	$ 16.3	$ 5.3

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

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+ Details

Business Combinations and Dispositions - Acquisitions (Details)	Mar. 19, 2026 item facility	Feb. 27, 2026 USD ($)	Feb. 26, 2026 USD ($)	Nov. 13, 2025 USD ($)	Dec. 18, 2024 USD ($) D $ / shares	Mar. 31, 2026 USD ($)	Oct. 09, 2025
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					4
Acquisition multiple					4.175
Maximum earnout payments					$ 37,500,000
Earnout payments multiple of certain revenue percentages					5
Payment Calculation					$ 4,000,000
Subordinate Voting Share ("SVS")
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
Senior Secured Notes \| Schwazze
Assets Held for Sale and Dispositions
Credit bid on debt instruments at public auction				$ 111,000,000
Senior Secured Notes \| Schwazze \| Restructuring support agreement
Assets Held for Sale and Dispositions
Interest rate							13.00%
Term Loan Facility \| CO Acquisition
Assets Held for Sale and Dispositions
Maximum aggregate principal amount			$ 26,000,000
Total proceeds			25,000,000
Proceeds disbursed to borrower			10,000,000
Proceeds held in reserve			$ 15,000,000
Held in reserve proceeds released		$ 15,000,000
Vireo Health of Rocky Mountain
Assets Held for Sale and Dispositions
Number of total dispensaries \| item	45
Number of manufacturing facilities \| facility	2
Deep Roots Holdings, Inc.
Assets Held for Sale and Dispositions
EBITDA for new retail location					$ 1,000,000
Closing Earnings Before Interest Tax					$ 30,000,000
Clawback percentage of upfront merger consideration					50.00%
Depreciation And Amortization					96.50%
Indemnification Asset						$ 0
Proper Holdings Management, Inc.
Assets Held for Sale and Dispositions
Closing Earnings Before Interest Tax					$ 31,000,000
Depreciation And Amortization					96.50%
Equity interests owned included in stock merger consideration calculation					$ 2,139,200
Indemnification Asset						0
Wholesome Co, Inc.
Assets Held for Sale and Dispositions
Closing Earnings Before Interest Tax					$ 16,000,000
Depreciation And Amortization					96.50%
Equity interests owned included in stock merger consideration calculation					$ 11,860,800
Indemnification Asset						$ 0

Business Combinations and Dispositions - Estimated Fair Value of Tangible Assets Acquired And Liabilities Assumed (Details) - USD ($) $ in Millions	Mar. 19, 2026	Jun. 06, 2025	Jun. 05, 2025	May 12, 2025	Mar. 31, 2026	Dec. 31, 2025
Assets
Goodwill					$ 123.8	$ 87.5
Vireo Health of Rocky Mountain
Assets
Cash and cash equivalents	$ 18.2
Inventory	14.4
Receivables	1.4
Other current assets	0.6
Property and equipment	10.5
Operating lease, right-of-use asset	31.6
Deposits	1.1
Goodwill	36.3
Total assets	192.8
Liabilities
Accounts payable and accrued liabilities	10.7
Right-of-use liability	31.6
Long-term debt, net	72.5
Total liabilities	114.8
Net assets acquired	78.0
Consideration:
Share consideration	78.0
Total Consideration	78.0
Vireo Health of Rocky Mountain \| License
Assets
Intangible assets	$ 78.7
Wholesome Co, Inc.
Assets
Cash and cash equivalents				$ 7.0
Inventory				8.7
Receivables				1.1
Other current assets				0.9
Income tax receivable				0.3
Property and equipment				9.4
Operating lease, right-of-use asset				10.2
Indemnification asset				11.0
Deposits				0.5
Goodwill				39.0
Total assets				106.9
Liabilities
Accounts payable and accrued liabilities				6.8
Right-of-use liability				10.2
Long-term debt, net				9.6
Deferred tax liabilities				5.9
Uncertain tax liability				13.3
Total liabilities				45.8
Net assets acquired				61.1
Consideration:
Share consideration				51.7
Contingent consideration				9.4
Total Consideration				61.1
Wholesome Co, Inc. \| License
Assets
Intangible assets				14.2
Wholesome Co, Inc. \| Developed technology
Assets
Intangible assets				$ 4.6
Proper Holdings Management, Inc.
Assets
Cash and cash equivalents			$ 12.9
Inventory			22.8
Receivables			2.4
Other current assets			0.3
Income tax receivable			5.7
Property and equipment			33.3
Operating lease, right-of-use asset			9.0
Indemnification asset			6.2
Deposits			0.1
Goodwill			26.4
Total assets			167.7
Liabilities
Accounts payable and accrued liabilities			25.3
Right-of-use liability			9.0
Long-term debt, net			25.5
Deferred tax liabilities			12.6
Uncertain tax liability			14.9
Other long-term liabilities			1.2
Total liabilities			88.5
Net assets acquired			79.2
Consideration:
Share consideration			76.2
Contingent consideration			3.0
Total Consideration			79.2
Proper Holdings Management, Inc. \| License
Assets
Intangible assets			$ 48.6
Deep Roots Holdings, Inc.
Assets
Cash and cash equivalents		$ 19.4
Inventory		17.8
Receivables		0.2
Other current assets		1.3
Income tax receivable		14.4
Property and equipment		29.5
Operating lease, right-of-use asset		24.6
Indemnification asset		8.5
Deposits		0.3
Investments		6.0
Goodwill		22.1
Total assets		189.9
Liabilities
Accounts payable and accrued liabilities		12.7
Right-of-use liability		24.6
Long-term debt, net		19.2
Deferred tax liabilities		5.1
Uncertain tax liability		24.9
Total liabilities		86.5
Net assets acquired		103.4
Consideration:
Share consideration		101.0
Contingent consideration		2.4
Total Consideration		103.4
Deep Roots Holdings, Inc. \| License
Assets
Intangible assets		$ 45.8

Business Combinations and Dispositions - Estimated Fair Value of Tangible Assets Acquired And Liabilities Assumed (Additional Information) (Details) - USD ($) $ in Millions					3 Months Ended
	Mar. 19, 2026	Jun. 06, 2025	Jun. 05, 2025	May 12, 2025	Mar. 31, 2026	Dec. 31, 2025
Liabilities
Contingent consideration					$ 30.0	$ 24.4
Change in the fair value of contingent consideration					5.5
Vireo Health of Rocky Mountain
Liabilities
Definite-lived intangible assets amortized useful life	15 years
Wholesome Co, Inc.
Assets
Indemnification asset				$ 11.0
Income tax receivable				0.3
Liabilities
Contingent consideration					18.2
Change in the fair value of contingent consideration					1.0
Uncertain tax liability				13.3
Tax specific cash contributions				$ 2.0
Definite-lived intangible assets amortized useful life				15 years
Proper Holdings Management, Inc.
Assets
Indemnification asset			$ 6.2
Income tax receivable			5.7
Liabilities
Contingent consideration					7.2
Change in the fair value of contingent consideration					(3.3)
Uncertain tax liability			14.9
Tax specific cash contributions			$ 3.0
Definite-lived intangible assets amortized useful life			15 years
Deep Roots Holdings, Inc.
Assets
Indemnification asset		$ 8.5
Income tax receivable		14.4
Liabilities
Contingent consideration					4.6
Change in the fair value of contingent consideration					$ (3.3)
Uncertain tax liability		24.9
Tax specific cash contributions		$ 2.0
Definite-lived intangible assets amortized useful life		15 years

Business Combinations and Dispositions - Supplemental pro forma information (Details) - Vireo Health of Rocky Mountain $ in Millions	3 Months Ended
	Mar. 31, 2026 USD ($)
Estimated Fair Value of Tangible Assets Acquired And Liabilities Assumed
Proforma revenues	$ 29.4
Proforma net income (loss)	$ (10.2)

Business Combinations and Dispositions - Management Services (Details) - PharmaCann - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2026	Mar. 24, 2026
Business Acquisition
Management services income	$ 0.3
Subordinate Voting Share ("SVS")
Business Acquisition
Shares held in escrow pending closing of acquisition		90,740,741

Business Combinations and Dispositions - Divestitures (Details) $ in Millions	Mar. 31, 2026 USD ($) item
Vireo Health of New York
Noncontrolling Interest [Line Items]
Initial contribution \| $	$ 35
Intercompany notes issued to the entity \| $	$ 16
Interest rate on intercompany notes	7.00%
Vireo Health of New York
Noncontrolling Interest [Line Items]
Ownership percentage	49.00%
Number of board managers	1
Ace Venture of NY \| Vireo Health of New York
Noncontrolling Interest [Line Items]
Ownership percentage	51.00%
Number of board managers	1
Vireo Health of New York
Noncontrolling Interest [Line Items]
Number of board managers	2

Fair Value Measurements - Assets measured at fair value on a recurring basis (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025
Fair Value Measurements
Asset impairment charge	$ 0.0	$ 0.0

Accounts Receivable (Details) - USD ($) $ in Millions	Mar. 31, 2026	Dec. 31, 2025
Accounts Receivable
Trade receivables, net	$ 14.1	$ 12.7
Other	2.0	1.1
Total	16.1	13.8
Trade receivables, allowance for doubtful accounts	$ 1.8	$ 1.3

Inventory (Details) - USD ($) $ in Millions	Mar. 31, 2026	Dec. 31, 2025
Inventory
Work-in-progress	$ 32.3	$ 31.0
Finished goods	31.0	19.6
Non-cash fair value step up	1.5
Other	11.3	9.4
Total	$ 76.1	$ 60.0

Inventory - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
Inventory - Narrative (Details) - USD ($) $ in Millions	Mar. 31, 2026	Mar. 31, 2025
Inventory
Amount of fair value step-up adjustment	$ 1.7
Non-cash amortization of inventory step up included in product costs	$ 0.2	$ 0.0

Property and Equipment, Net (Details) - USD ($) $ in Millions	Mar. 31, 2026	Dec. 31, 2025
Property and Equipment, Net
Property and equipment, gross	$ 261.7	$ 245.8
Less: accumulated depreciation	(29.4)	(28.3)
Total	232.3	217.5
Land
Property and Equipment, Net
Property and equipment, gross	2.1	1.8
Buildings and leasehold improvements
Property and Equipment, Net
Property and equipment, gross	103.1	91.7
Furniture and equipment
Property and Equipment, Net
Property and equipment, gross	29.2	27.9
Software
Property and Equipment, Net
Property and equipment, gross	0.2	0.1
Vehicles
Property and Equipment, Net
Property and equipment, gross	3.1	2.9
Construction-in-progress
Property and Equipment, Net
Property and equipment, gross	39.2	33.6
Right of use asset under finance lease
Property and Equipment, Net
Property and equipment, gross	$ 84.8	$ 87.8

Property and Equipment, Net - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025
Property and Equipment, Net
Depreciation on property and equipment	$ 4.0	$ 0.6
Accumulated amortization of right of use asset under finance lease	9.4	2.6
Right of use asset under finance lease	$ 84.8
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization
Capitalized inventory	$ 2.9	0.5
Asset impairment charge	$ 0.0	$ 0.0

Leases - Components of lease expenses (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025
Leases
Depreciation of ROU assets	$ 1.3	$ 0.1
Interest on lease liabilities	3.6	3.6
Operating lease costs	2.5	0.5
Total lease costs	$ 7.4	$ 4.2

Leases - Future minimum lease payments (Details) $ in Millions	Mar. 31, 2026 USD ($)
Operating Leases
2026	$ 11.3
2027	14.7
2028	14.5
2029	13.5
2030	13.4
Thereafter	81.5
Total minimum lease payments	148.9
Less discount to net present value	(64.2)
Present value of lease liability	84.7
Finance Leases
2026	10.7
2027	14.6
2028	15.0
2029	15.5
2030	16.0
Thereafter	187.1
Total minimum lease payments	258.9
Less discount to net present value	(163.1)
Present value of lease liability	95.8
Total
2026	22.0
2027	29.3
2028	29.5
2029	29.0
2030	29.4
Thereafter	268.6
Total minimum lease payments	407.8
Less discount to net present value	(227.3)
Present value of lease liability	$ 180.5

Leases - Supplemental cash flow information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025
Leases
Lease principal payments - finance	$ 0.1
Lease principal payments - operating	1.3	$ 0.4
Non-cash additions to ROU assets	0.3
Amortization of operating leases	$ 1.1	$ 0.2

Leases - Other information (Details)	Mar. 31, 2026	Mar. 31, 2025
Leases
Weighted-average remaining lease term (years) - operating leases	10 years 8 months 12 days	7 years 2 months 8 days
Weighted-average remaining lease term (years) - finance leases	15 years 10 days	15 years 10 months 2 days
Weighted-average discount rate - operating leases	10.62%	12.01%
Weighted-average discount rate - finance leases	16.16%	16.19%

Goodwill and Intangibles - Finite and Indefinite (Details) - USD ($) $ in Millions	3 Months Ended		12 Months Ended
	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025
Finite-lived intangible assets
Beginning balance	$ 117.5	$ 7.9	$ 7.9
Acquisitions (Note 3)	78.7		113.2
Assets moved out of held for sale			0.3
Capitalization of internally generated software costs	0.5		1.9
Amortization	(2.7)	(0.2)	(5.8)
Ending balance	194.0		117.5
Licenses & Trademarks
Finite-lived intangible assets
Beginning balance	111.6	$ 7.9	7.9
Acquisitions (Note 3)	78.7		108.5
Assets moved out of held for sale			0.3
Amortization	(2.4)		(5.1)
Ending balance	187.9		111.6
Developed technology
Finite-lived intangible assets
Beginning balance	5.9
Acquisitions (Note 3)			4.7
Capitalization of internally generated software costs	0.5		1.9
Amortization	(0.3)		(0.7)
Ending balance	$ 6.1		$ 5.9

Goodwill and Intangibles - Expected Amortization (Details) $ in Millions	Mar. 31, 2026 USD ($)
Future amortization expense
2026	$ 14.8
2027	14.8
2028	14.8
2029	14.8
2030	$ 14.8

Goodwill and Intangibles - Goodwill (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2026	Dec. 31, 2025
Goodwill and Intangibles
Goodwill	$ 87.5
Acquisitions (Note 3)	36.3	$ 87.5
Goodwill	123.8	$ 87.5
Goodwill impairment	$ 0.0

- Definition

Amount, after accumulated impairment loss, of asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 49
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-URI https://asc.fasb.org/1943274/2147482785/280-10-55-49

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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1

+ Details

Accounts Payable, Accrued Liabilities and Restricted Cash (Details) - USD ($) $ in Millions	Mar. 31, 2026	Dec. 31, 2025
Accounts Payable, Accrued Liabilities and Restricted Cash
Accounts payable - trade	$ 20.7	$ 19.0
Accrued Expenses	33.3	26.6
Contract liability	4.3	4.7
Total accounts payable and accrued liabilities	$ 58.3	$ 50.3

Long-Term Debt - Narrative (Details) - USD ($) $ in Millions	Feb. 27, 2026	Jul. 07, 2025	Dec. 18, 2024	Mar. 31, 2026	Mar. 19, 2026	Dec. 31, 2025
Long-Term Debt
Long-term debt, current portion				$ 16.3		$ 16.3
Long-term debt
Long-Term Debt
Deferred financing costs as contra liability				$ 5.3		$ 5.8
First Lien Term Loan
Long-Term Debt
Note payable amount		$ 120.0
Debt instrument, periodic payment, principal		$ 3.0
Default interest rate		2.00%
First Lien Term Loan \| Secured Overnight Financing Rate (SOFR)
Long-Term Debt
Interest rate (variable rate)		4.00%
Floor rate		3.00%
Chicago Atlantic Term Loan
Long-Term Debt
Note payable amount		$ 33.0
Amortization percentage on debt		1.00%
Additional borrowing capacity		$ 50.0
Percentage of extension fee		1.00%
Chicago Atlantic Term Loan \| Prime Rate
Long-Term Debt
Interest rate (variable rate)		5.50%
Floor rate		7.50%
Promissory Note \| Proper Holdings Management, Inc.
Long-Term Debt
Note payable amount			$ 25.5
Interest rate			11.00%
Interest rate, paid in kind			3.00%
Amortization percentage on debt			1.00%
Original debt amount			$ 27.1
Promissory Note \| Deep Roots Holdings, Inc.
Long-Term Debt
Note payable amount			$ 19.2
Interest rate			8.00%
Interest rate, paid in kind			6.50%
Amortization percentage on debt			0.83%
Original debt amount			$ 20.0
Frequency of periodic payments			monthly
Promissory Note \| Wholesome Co, Inc.
Long-Term Debt
Note payable amount			$ 1.0
Interest rate			13.00%
Promissory Note \| CO Acquisition
Long-Term Debt
Note payable amount	$ 28.2
Interest rate	20.00%
Prepayment threshold that triggers make-whole interest obligation	$ 16.0
Interest rate (variable rate)	10.00%
Promissory Note \| Vireo Health of Rocky Mountain
Long-Term Debt
Note payable amount					$ 44.3
Interest rate					12.00%
Term Loan \| Wholesome Co, Inc.
Long-Term Debt
Note payable amount			$ 8.6
Interest rate			11.25%

Long-Term Debt - Summary (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
Long-Term Debt - Summary (Details) - USD ($) $ in Millions	Mar. 31, 2026	Dec. 31, 2025
Long-Term Debt
Less: current portion	$ 16.3	$ 16.3
Total long-term debt	197.3	127.6
Promissory Note And Line Of Credit
Long-Term Debt
Beginning of period	143.9	62.3
Acquired long-term debt (Note 3)	72.5	54.3
Principal repayments	(4.0)	(13.3)
PIK interest	0.5	1.0
Debt extinguishment		(109.1)
Total proceeds		153.0
Deferred financing costs		(7.0)
Amortization of deferred financing costs	0.7	2.7
End of period	213.6	143.9
Less: current portion	16.3	16.3
Total long-term debt	197.3	$ 127.6
Stated maturities of long-term debt
2026	12.3
2027	16.0
2028	117.4
2029	28.8
2031	44.3
Total	$ 218.8

Convertible Notes (Details) - USD ($)		3 Months Ended
Convertible Notes (Details) - USD ($)	Jul. 07, 2025	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025
Subordinate Voting Shares
Convertible Notes
Conversion of convertible debt (in shares)		70,200	720,100
Convertible Notes
Convertible Notes
Deferred financing costs unamortized		$ 0		$ 0
New Convertible Notes
Convertible Notes
Conversion price per share	$ 0.625
Note payable amount	$ 10,000,000
Percentage of aggregate value of principal repaid considered	50.00%
Percentage of extension fee	1.00%
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration]	Prime Rate [Member]
Floor rate	7.50%
Interest rate (variable rate)	5.00%

Convertible Notes - Summary (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2026	Dec. 31, 2025
Convertible Notes
Less: current portion	$ 1.3	$ 1.3
Total convertible debt	8.3	8.6
Convertible Notes
Convertible Notes
Beginning of period	9.9	9.9
Principal repayments	(0.3)	(10.1)
Proceeds		10.0
Amortization of deferred financing costs		0.1
End of period	9.6	9.9
Less: current portion	1.3	1.3
Total convertible debt	$ 8.3	$ 8.6

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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-SubTopic 30
-Name Accounting Standards Codification
-Section 55
-Paragraph 8
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+ Details

Stockholders' Equity - Shares - Tabular Disclosure (Details)	3 Months Ended	12 Months Ended
	Mar. 31, 2026 Vote $ / shares	Dec. 31, 2025
Subordinate Voting Share ("SVS")
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 Share ("MVS")
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

Stockholders' Equity - Shares - General Information (Details)	Mar. 31, 2026 Vote shares
Subordinate Voting Share ("SVS")
Common stock
Common stock, voting rights, votes per share	1
Multiple Voting Share ("MVS")
Common stock
Common stock, voting rights, votes per share	100
Common stock, convertible, number of shares (in shares) \| shares	100

Stockholders' Equity - Shares Issued (Details) - shares	3 Months Ended		12 Months Ended
Stockholders' Equity - Shares Issued (Details) - shares	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025
Stockholders' Equity
Options exercised (in shares)			723,165
RSUs
Stockholders' Equity
Stock issuance (in shares)		1,077,859
Number of shares settled to pay payroll taxes (in shares)		239,633
Share-based payment arrangement, shares issued net of tax withholdings (in shares)		838,226
Subordinate Voting Share ("SVS")
Stockholders' Equity
Number of shares converted	70,200	720,100
Options exercised (in shares)		138,655
Warrants exercised (in shares)		265,626
Multiple Voting Share ("MVS")
Stockholders' Equity
Number of shares converted	702	7,201

Stock-Based Compensation - Stock Options - General Information (Details) - Employee Stock Option	3 Months Ended
	Mar. 31, 2026
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

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Section 35
-Paragraph 1D
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

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

Stock-Based Compensation - Stock Options - Activity (Details) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2026	Dec. 31, 2025	Dec. 31, 2024
Number of Options
Beginning balance (in shares)	34,712,901	31,232,633
Forfeitures (in shares)	(83,009)	(2,955,723)
Exercised (in shares)		(723,165)
Granted (in shares)		7,159,156
Ending balance (in shares)	34,629,892	34,712,901	31,232,633
Weighted Average Exercise Price
Beginning of period (in dollars per share)	$ 0.48	$ 0.43
Forfeitures (in dollars per share)	0.47	0.26
Exercised (in dollars per share)		0.17
Granted (in dollars per share)		0.62
End of period (in dollars per share)	$ 0.48	$ 0.48	$ 0.43
Additional Information
Weighted average remaining life	5 years 6 months 7 days	5 years 9 months 3 days	5 years 5 months 12 days
Options exercisable, outstanding (in shares)	26,355,637
Options exercisable, weighted average exercise price (in dollars per share)	$ 0.45
Options exercisable, weighted average remaining life	4 years 3 months 10 days

Stock-Based Compensation - Stock Options - Stock-based Compensation Expense (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025
Stock-based compensation expense
Stock-based compensation expense	$ 7.0	$ 1.3
Employee Stock Option
Stock-based compensation expense
Stock-based compensation expense	$ 0.7	$ 0.2

Stock-Based Compensation - Stock Options - Unrecognized Compensation Costs (Details) - Employee Stock Option $ in Millions	3 Months Ended
	Mar. 31, 2026 USD ($)
Unrecognized compensation costs
Unrecognized compensation costs	$ 2.7
Cost not yet recognized, period for recognition	1 year 8 months 12 days

Stock-Based Compensation - Stock Options - Intrinsic Value (Details) $ in Millions	Mar. 31, 2026 USD ($)
Additional Information
Options outstanding, intrinsic value	$ 2.0
Options exercisable, intrinsic value	$ 1.9

Stock-Based Compensation - Warrants - General Information (Details)	Mar. 31, 2026 shares
Warrants to purchase subordinate voting shares
Warrants
Warrants, number of shares called by each warrant (in shares)	1

Stock-Based Compensation - Warrants - Outstanding (Details) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2026	Dec. 31, 2025	Dec. 31, 2024
SVS Warrants
Warrants
Warrants outstanding, beginning balance (in shares)	15,503,937	15,919,563
Expired (in shares)		(150,000)
Exercised (in shares)		(265,626)
Warrants outstanding, ending balance (in shares)	15,503,937	15,503,937	15,919,563
Warrants exercisable (in shares)	15,503,937
Weighted average exercise price, beginning of period (in dollars per share)	$ 0.22	$ 0.22
Weighted average exercise price, Expired (in dollars per share)		1.49
Weighted average exercise price, Exercised (in dollars per share)		0.15
Weighted average exercise price, end of period (in dollars per share)	0.22	$ 0.22	$ 0.22
Warrants exercisable, weighted average exercise price (in dollars per share)	$ 0.22
Weighted average remaining life	2 years 4 months 9 days	2 years 4 months 9 days	3 years 6 months 21 days
Warrants exercisable, weighted average remaining life	2 years 4 months 9 days
SVS Warrants Denominated
Warrants
Warrants outstanding, beginning balance (in shares)	3,037,649	3,037,649
Expired (in shares)	(3,037,649)
Warrants outstanding, ending balance (in shares)		3,037,649	3,037,649
Weighted average exercise price, beginning of period (in dollars per share)	$ 3.5	$ 3.5
Weighted average exercise price, end of period (in dollars per share)		$ 3.5	$ 3.5
Weighted average remaining life		2 months 23 days	2 months 23 days

Stock-Based compensation - Other (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025
Stock-Based Compensation
Stock-based compensation	$ 7.0	$ 1.5
Consultant
Stock-Based Compensation
Stock-based compensation	$ 3.5

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480483/718-10-35-1D

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+ Details

Stock-Based Compensation - RSU - General Information (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2026	Dec. 31, 2025
RSUs
Stock-Based Compensation
Granted (in shares)	71,109,925
RSUs Vest Upon The Achievement of Specified Stock Price
Stock-Based Compensation
Granted (in shares)		21,825,000
Volatility (as a percent)		100.00%
Recognized over derived service period		3 years
RSUs Vest Upon the Achievement of Specified Adjusted EBITDA
Stock-Based Compensation
Granted (in shares)		28,500,000
RSUs Vest Upon the Achievement of Specified Adjusted EBITDA \| Minimum
Stock-Based Compensation
Compensation expense recognized service period		2 years
RSUs Vest Upon the Achievement of Specified Adjusted EBITDA \| Maximum
Stock-Based Compensation
Compensation expense recognized service period		3 years
Tranche One \| RSUs Vest Upon The Achievement of Specified Stock Price
Stock-Based Compensation
Threshold stock price per share		$ 0.85
Tranche One \| RSUs Vest Upon the Achievement of Specified Adjusted EBITDA
Stock-Based Compensation
Adjusted EBITDA		$ 150
Tranche Two \| RSUs Vest Upon The Achievement of Specified Stock Price
Stock-Based Compensation
Threshold stock price per share		$ 1.05
Tranche Two \| RSUs Vest Upon the Achievement of Specified Adjusted EBITDA
Stock-Based Compensation
Adjusted EBITDA		$ 165
Tranche Three \| RSUs Vest Upon the Achievement of Specified Adjusted EBITDA
Stock-Based Compensation
Adjusted EBITDA		$ 205

Stock-Based Compensation - RSU (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025
Stock-Based Compensation
Stock-based compensation expense	$ 7.0	$ 1.3
RSUs
Stock-Based Compensation
Stock-based compensation expense	$ 2.8	$ 1.3
Number of Shares
Beginning balance (in shares)	11,327,530
Granted (in shares)	71,109,925
Settled (in shares)	(22,805,897)
Forfeitures (in Shares)	(66,341)
Ending balance (in shares)	59,565,217
Vested (in Shares)	4,401,065
Weighted Average Exercise Price
Beginning of period (in dollars per share)	$ 0.4
Granted (in dollars per share)	0.42
Settled (in dollars per share)	0.49
Forfeitures (in dollars per share)	1.81
Ending of period (in dollars per share)	0.38
Vested (in dollars per share)	$ 0.43

Commitments and Contingencies (Details) $ in Millions	Oct. 29, 2025 USD ($)
Commitments and Contingencies.
Proceeds from Legal Settlements	$ 9.2
Settlement amount, real property	8.2
Settlement amount, cash	$ 1.0

Selling, General and Administrative Expenses (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025
General and Administrative Expenses
Salaries and benefits	$ 17.8	$ 3.9
Professional fees	2.8	1.4
Insurance expenses	1.5	0.4
Occupancy costs	1.5	0.7
Other expenses	7.2	1.0
Total	$ 30.8	$ 7.4

Other Income (Expense) (Details) $ in Millions				3 Months Ended
Other Income (Expense) (Details) $ in Millions	Oct. 29, 2025 USD ($)	Oct. 09, 2024 shares	Oct. 05, 2023 shares	Mar. 31, 2026 USD ($) $ / shares Y	Mar. 31, 2025 USD ($)	Dec. 31, 2025 USD ($)
Unusual Risk or Uncertainty [Line Items]
Government assistance income				$ 0.0	$ 1.0
Government Assistance, Income, Increase (Decrease), Statement of Income or Comprehensive Income [Extensible Enumeration]				Other Nonoperating Income (Expense)	Other Nonoperating Income (Expense)
Warrants held				$ 0.9		$ 1.7
Warrants receivable				(0.8)
Settlement amount, cash	$ 1.0
Settlement amount, real property	$ 8.2
Grown Rogue International Inc.
Unusual Risk or Uncertainty [Line Items]
Warrants issuable under agreement \| shares			8,500,000
Warrants forfeited (in shares) \| shares		4,500,000
Granted (in shares) \| shares		8,500,000
Warrants outstanding (in shares) \| shares		4,000,000
Warrants held				$ 0.9		$ 1.7
Exercise price of warrants (in dollars per share) \| $ / shares				$ 0.162
Grown Rogue International Inc. \| Share price
Unusual Risk or Uncertainty [Line Items]
Warrants, measurement input \| $ / shares				0.3
Grown Rogue International Inc. \| Expected life
Unusual Risk or Uncertainty [Line Items]
Warrants, measurement input \| Y				2.52
Grown Rogue International Inc. \| Risk free interest rate
Unusual Risk or Uncertainty [Line Items]
Warrants, measurement input				3.92
Grown Rogue International Inc. \| Volatility
Unusual Risk or Uncertainty [Line Items]
Warrants, measurement input				100

Segment Reporting (Details)	3 Months Ended
Segment Reporting (Details)	Mar. 31, 2026 segment
Segment Reporting
Number of reportable segment	1

Supplemental Cash Flow Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025
Supplemental Cash Flow Information
Cash paid for interest	$ 7.9	$ 7.1
Change in construction accrued expenses	$ (2.4)	$ (0.1)

Related Parties Transactions (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025
Related Parties Transactions
Other liabilities	$ 4.4		$ 2.0
Chicago Atlantic Admin, LLC
Related Parties Transactions
Payments for services	$ 1.5	$ 0.0

- Definition

Amount of liabilities classified as other.

+ References + Details

Subsequent Events (Details) $ / shares in Units, $ in Millions	Apr. 30, 2026 USD ($)	Apr. 13, 2026 item	Apr. 08, 2026 $ / shares shares	Apr. 01, 2026 shares	Oct. 29, 2025 USD ($)	Oct. 09, 2025
Subsequent Events
Settlement amount, real property \| $					$ 8.2
Settlement amount, cash \| $					$ 1.0
Senior Secured Notes \| Schwazze \| Restructuring support agreement
Subsequent Events
Interest rate						13.00%
Subsequent Events \| Joint venture with Glass House Brands
Subsequent Events
Period during which shares issued as consideration or issuable upon exercise of warrants are subject to staged releases under a lock-up arrangement.		5 years
Ownership percentage		50.00%
Subsequent Events \| California \| Joint venture with Glass House Brands
Subsequent Events
Number of total dispensaries \| item		12
Number of retail locations \| item		11
Subsequent Events \| FLUENT Corp
Subsequent Events
Debt subject to completion of debt equitization \| $	$ 30.0
Subsequent Events \| Subordinate Voting Shares \| Eaze Inc
Subsequent Events
Number of subordinate voting shares issued (in shares) \| shares				90,379,591
Subsequent Events \| Subordinate Voting Shares \| The Hawthorne Gardening Company
Subsequent Events
Number of subordinate voting shares issued (in shares) \| shares			213,000,000
Deemed value per share (in dollars per share) \| $ / shares			$ 0.6
Warrants issued \| shares			80,000,000
Exercise price of warrants (in dollars per share) \| $ / shares			$ 0.85
Warrants, Expiration Period			5 years
Period during which shares issued as consideration or issuable upon exercise of warrants are subject to staged releases under a lock-up arrangement.			24 months
Subsequent Events \| Subordinate Voting Shares \| FLUENT Corp
Subsequent Events
Number of shares issued for each share acquired.	0.0705359