Vireo Growth Inc. 8-K

What Happened
Vireo Growth Inc. (VREOF) filed a Form 8-K on December 29, 2025, disclosing a Regulation FD press release dated December 19, 2025 (Exhibit 99.1) and that it will issue shares in connection with the acquisition of certain convertible notes. The filing states the shares to be issued in the transaction will be issued relying on exemptions from registration under the Securities Act — specifically Section 4(a)(2) and Rule 506. A Convertible Note Secondary Sale and Purchase Agreement (Form A) is referenced by incorporation from the company’s October 8, 2025 8-K filing.

Key Details

• Filing date: December 29, 2025; press release dated December 19, 2025 (Exhibit 99.1).
• Shares to be issued in connection with acquiring the Notes (specific share counts/amounts not disclosed in this 8-K).
• Issuance relying on Securities Act exemptions: Section 4(a)(2) and Rule 506 (private placement, not a registered public offering).
• Convertible Note Secondary Sale and Purchase Agreement (Form A) incorporated by reference from the company’s Oct 8, 2025 Form 8-K (Exhibit 10.1).

Why It Matters
Issuing shares to acquire convertible notes can increase the company’s outstanding share count, which may dilute existing shareholders depending on the number of shares issued. The use of private placement exemptions (4(a)(2) and Rule 506) means the issuance was not registered with the SEC, so this 8-K provides limited transactional detail; investors should look for future disclosures (e.g., amounts issued, impact on shares outstanding) to assess dilution and ownership changes. The Regulation FD press release makes the company’s announcement public, but specific economic terms were not included in this filing.