Vireo Growth Inc. 8-K

What Happened

• Vireo Growth Inc. (VREOF) announced it entered into an Agreement and Plan of Merger to acquire Eaze Inc.; at closing, Vireo’s wholly owned Simple Merger Sub will merge into Eaze, with Eaze surviving as a Vireo subsidiary.
• Consideration: Vireo will issue subordinate voting shares equal to the Estimated Closing Merger Consideration divided by US$0.56. The Estimated Closing Merger Consideration reflects approximately US$47 million in Base Consideration, subject to post‑closing purchase price adjustments for cash, indebtedness, expenses, working capital and tax items.
• The parties also executed an Investor Rights Agreement (filed as Exhibit 10.1) and Vireo furnished a press release dated December 22, 2025 (Exhibit 99.1).

Key Details

• Base Consideration ≈ US$47.0 million; at US$0.56/share this implies roughly 83.9 million subordinate voting shares before adjustments.
• Earnout: former Eaze stockholders may receive additional Vireo shares after Dec 31, 2026 if Eaze’s Adjusted EBITDA exceeds the Base Consideration (paid at a 3.84x multiple), using the higher of US$1.05 or the 20‑day VWAP as of Dec 31, 2026. Earnout measured as higher of 2026 Adjusted EBITDA or trailing 9‑month annualized figure. Earnout shares cannot exceed the number of shares issued at closing.
• Lock‑ups: closing consideration shares subject to a release schedule of 20% on each of Mar 1, Jun 1, Sep 1, Dec 1, 2027 and Mar 1, 2028; earnout shares release 33.33% on Sep 1, Dec 1, 2027 and Mar 1, 2028.
• Closing is subject to customary conditions, including Eaze shareholder approvals, regulatory consents (including Canadian exchange approval), delivery of investor rights and lock‑up agreements, minimum cash at closing, no exercised appraisal rights, and absence of a Material Adverse Effect.

Why It Matters

• This is a strategic acquisition that will add Eaze to Vireo’s business and will be paid primarily in Vireo subordinate voting shares, diluting current shareholders depending on final consideration and adjustments.
• The earnout ties additional seller compensation to Eaze’s future profitability, while the lock‑up and registration rights limit near‑term resale of issued shares.
• Investors should watch for final closing terms, the post‑closing purchase price adjustment, regulatory approvals, and the number of shares ultimately issued (which will affect Vireo’s share count and potential dilution).