UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 5, 2026

VIREO GROWTH INC.

(Exact name of registrant as specified in its charter)

British Columbia

(State or other jurisdiction of Incorporation)

000-56225		82-3835655
(Commission File Number)		(IRS Employer Identification No.)

207 South 9th Street Minneapolis, Minnesota		55402
(Address of principal executive offices)		(Zip Code)

(612) 999-1606

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 41.01 ~~Changes~~Entry ininto ~~Registrant’s~~a ~~Certifying~~Material ~~Accountant.~~Definitive Agreement

On June 5, 2026, Vireo Growth Inc. (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) ~~Dismissal~~with Bridgewell Agribusiness LLC, an Oregon limited liability company (“Bridgewell”), BWAB Holdings, LLC, an Oregon limited liability company (“BWAB Holdings”), Agribusiness Holdings Limited Partnership, an Oregon limited partnership (“Agribusiness Holdings”), the persons listed as “Ultimate Sellers” on Schedule I to the Purchase Agreement (each, a “Seller” and, collectively, the “Sellers”) and certain other parties thereto. As described in the Purchase Agreement, Agribusiness Holdings owns 100% of ~~Independent~~the ~~Registered~~outstanding ~~Public~~limited liability ~~Accounting~~company ~~Firm~~membership interests of BWAB Holdings, and BWAB Holdings owns 100% of the outstanding limited liability company membership interests of Bridgewell. The Sellers collectively own 100% of the equity interests in Agribusiness Holdings (the “Partnership Interests”). Pursuant to the Purchase Agreement, the Company agreed to acquire from the Sellers, all of the Partnership Interests, as a result of which the Company will own 100% of the Partnership Interests in Agribusiness Holdings and, indirectly through Agribusiness Holdings and BWAB Holdings, 100% of the outstanding membership interests of Bridgewell (the “Acquisition”).

OnPursuant ~~June~~to 5the Purchase Agreement, ~~2026~~the aggregate consideration for the Acquisition was based on a base purchase price of US$40 million, ~~upon~~subject to adjustments for assumed indebtedness that will remain outstanding following closing and the ~~recommendation~~assumption of certain other transaction expenses. After giving effect to such adjustments, the closing purchase price was approximately US$13.66 million. At the closing of the Acquisition, as consideration for the Partnership Interests, the Company agreed to issue to each Seller an unsecured, subordinated convertible promissory note (each, a “Convertible Note” and, ~~approval~~collectively, the “Notes”) in an original principal amount equal to each such Seller’s pro rata share of the estimated closing purchase price, which Notes are expected to have an aggregate principal amount equal to the closing purchase price. The Notes bear interest at a rate of 3.85% per annum, will mature on the ~~Audit~~fifth ~~Committee~~anniversary of their respective dates of issuance, unless earlier converted in accordance with their terms, and are convertible into subordinate voting shares in the ~~Board~~capital of ~~Directors~~the Company (the “~~Audit~~Subordinate Voting ~~Committee~~Shares”) upon the terms and subject to the conditions set forth therein. The Notes are convertible into an aggregate estimated 22,036,528 Subordinate Voting Shares on a pre-share consolidation basis at a deemed price of ~~Vireo~~US$0.62 ~~Growth~~per ~~Inc~~share, subject to final post-closing adjustment in accordance with the Purchase Agreement and the policies of the Canadian Securities Exchange. (Under the Purchase Agreement and the Notes, the conversion price is generally equal to the “~~Company~~Closing Share Price,” which is the greater of (i) the volume-weighted average trading price of the Subordinate Voting Shares for the 20 consecutive trading days ending two trading days prior to the closing of the Acquisition and (ii) US$0.62 per share, subject to customary anti-dilution adjustments, the minimum pricing rules of the Canadian Securities Exchange, and customary conversion, redemption and events of default provisions. The Notes provide for conversion at the ~~Board~~election of the holders at any time on or after the second anniversary of ~~Directors~~the closing of the ~~Company~~Acquisition ~~ratified~~and, subject to the terms and ~~approved~~conditions of the ~~dismissal~~Notes, automatic conversion on or after the second anniversary of ~~Davidson~~the &closing of the Acquisition into Subordinate Voting Shares at the applicable conversion price. In connection with entry into the Purchase Agreement, the Company ~~LLP~~and the holders of the Notes entered into investor rights agreements (each an “~~Davidson~~Investor Rights Agreement”), asproviding ~~the~~such holders with certain piggyback ~~Company’s~~registration ~~independent~~rights ~~registered~~with ~~public~~respect ~~accounting~~to ~~firm,~~the ~~effective~~securities ~~June~~to 5,be ~~2026~~issued upon conversion of the Notes. The form of Investor Rights Agreement appears as Exhibit C to the Purchase Agreement.

~~Davidson’s~~The ~~reports~~Purchase onAgreement contains customary representations, warranties and covenants of the ~~Company~~parties, including, among others, covenants and closing deliverables relating to required regulatory and third-party approvals (including approval of the Canadian Securities Exchange), the termination of certain tax qualified retirement plans of Bridgewell and its subsidiaries, and the procurement of a six year directors’s and officers’ ~~consolidated~~“tail” ~~financial~~insurance ~~statements~~policy. The Purchase Agreement provides for ~~the~~customary ~~fiscal~~post-closing ~~years~~purchase ~~ended~~price ~~December~~adjustments 31based on actual cash, ~~2025~~indebtedness, transaction expenses, pre closing taxes and ~~2024~~working ~~did~~capital ~~not~~as ~~contain~~of anthe ~~adverse~~closing ~~opinion~~date, which are generally implemented through increases or ~~disclaimer~~decreases in the number of Subordinate Voting Shares issuable upon conversion of the Notes (or through the issuance or transfer of ~~opinion~~Subordinate Voting Shares), rather than through cash escrows, and ~~were~~the Purchase Agreement does not ~~qualified~~provide for any earn-out arrangements in favor of the Sellers; provided, however, that the Purchase Agreement provides that any refunds, rebates, credits, recoveries or ~~modified~~other asamounts received by the Company or its affiliates after the closing that are attributable to ~~uncertainty~~tariffs, ~~audit~~duties ~~scope~~or similar charges paid by Bridgewell or its subsidiaries prior to the closing (each, a “Tariff Refund”) will be held by the Company in an account and applied to fund or ~~accounting~~reimburse ~~principles~~the Sellers for certain obligations as specified in the Purchase Agreement.

~~During~~In connection with the Acquisition, the Company’s ~~fiscal~~assumed ~~years~~certain ~~ended~~existing ~~December~~indebtedness ~~31,~~of ~~2025~~Agribusiness ~~and 2024~~Holdings, ~~and~~including ~~the~~subordinated ~~subsequent~~promissory ~~interim~~notes ~~period~~held ~~through~~by ~~June~~certain 5,of ~~2026,~~the ~~there~~Sellers ~~were~~and ~~(i)~~their noaffiliates, ~~disagreements~~as well (as ~~defined~~a insenior ~~Item 304(a)(1)(iv)~~secured loan facility, all of ~~Regulation~~which ~~S-K~~will ~~and~~remain ~~its~~outstanding ~~related~~following ~~instructions)~~the ~~between~~closing of the ~~Company~~Acquisition ~~and~~as ~~Davidson~~assumed onindebtedness. In ~~any~~addition, ~~matter~~a ofnew ~~accounting~~subordinated ~~principles or~~promissory ~~practices,~~note ~~financial~~(the ~~statement~~“Redemption ~~disclosure,~~Note”) orwas ~~auditing~~issued ~~scope~~on orthe ~~procedure,~~closing ~~which,~~date ifby ~~not~~Agribusiness ~~resolved~~Holdings in tofavor ~~the~~of ~~satisfaction~~one of ~~Davidson~~the Sellers, ~~would~~ ~~have~~which ~~caused~~also ~~Davidson~~constitutes toassumed ~~make~~indebtedness. ~~reference~~The toassumed ~~the~~indebtedness ~~subject~~is ~~matter~~described offurther ~~the~~in ~~disagreement~~Item in2.03 of ~~its~~this ~~reports~~Current Report on ~~the~~Form ~~Company’s~~8-K. ~~consolidated financial~~The ~~statements,~~Acquisition ~~and~~closed ~~(ii)~~on noJune ~~“reportable~~5, ~~events”~~2026, ~~(as~~contemporaneously ~~defined~~with inthe ~~Item~~execution ~~304(a)(1)(v)~~ of ~~Regulation~~the ~~S-K)~~Purchase Agreement.

The ~~Company~~foregoing ~~provided~~description ~~Davidson with a copy~~ of ~~this Current~~the ~~Report~~Purchase onAgreement ~~Form~~and ~~8-K~~the ~~(this~~Notes ~~“Form~~does not ~~8-K”)~~purport ~~prior~~ to ~~its~~be ~~filing~~complete ~~with the U.S. Securities~~ and ~~Exchange~~is ~~Commission~~qualified ~~(the~~in ~~“SEC”) and~~its ~~requested~~entirety ~~that~~by ~~Davidson~~reference ~~furnish~~to the ~~Company~~full ~~with~~text aof ~~letter addressed to~~ the ~~SEC~~Purchase ~~stating~~Agreement, ~~whether~~including ~~they agree with~~ the ~~statements made~~Investor byRights ~~the~~Agreement ~~Company~~contained intherein, ~~this Form 8-K~~ and, ifthe ~~not,~~form ~~stating~~of ~~the~~Convertible ~~respects~~Note, ifcopies ~~any,~~of in which ~~they~~are dofiled ~~not~~as ~~agree~~Exhibits ~~with such statements~~10.1 Aand ~~copy of the letter from Davidson addressed to the SEC is filed as Exhibit 16~~4.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

~~(b)~~Item ~~Appointment~~2.03 Creation of ~~New~~a ~~Independent~~Direct ~~Registered Public~~Financial ~~Accounting~~Obligation ~~Firm~~or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

OnThe ~~June~~information 5,set ~~2026,~~forth ~~upon~~in ~~the~~Item ~~recommendation~~1.01 ~~and approval~~ of ~~the~~this ~~Audit~~Current ~~Committee,~~Report ~~the~~on ~~Board~~Form 8-K ofregarding ~~Directors~~the issuance of the ~~Company~~Notes ~~ratified~~ and ~~approved~~ the ~~appointment~~assumption of ~~BDO~~indebtedness ~~USA,~~in ~~P.C.~~connection ~~(“BDO”) as~~with the ~~Company’s~~Acquisition ~~independent~~is ~~registered~~incorporated ~~public~~by ~~accounting~~reference into ~~firm~~this ~~for~~Item ~~the fiscal year ending December 31, 2026, effective June 5, 2026~~2.03.

~~During~~As described in Item 1.01, in connection with the ~~Company’s~~closing ~~fiscal~~of ~~years~~the ~~ended~~Acquisition ~~December~~on 31June 5, ~~2025~~2026, ~~and~~the ~~2024~~Company (i) issued to the Sellers unsecured, subordinated convertible promissory notes (the “Notes”) in an aggregate principal amount equal to the closing purchase price of approximately US$13.66 million, which Notes bear interest at a rate of 3.85% per annum and mature on the ~~subsequent~~fifth ~~interim~~anniversary ~~period~~of ~~through~~their ~~June~~respective 5dates of issuance, ~~2026~~unless earlier converted in accordance with their terms, ~~neither~~and ~~the~~(ii) ~~Company~~assumed ~~nor~~certain ~~anyone~~outstanding onindebtedness of Agribusiness Holdings and its ~~behalf~~subsidiaries ~~consulted~~that will remain outstanding following the closing of the Acquisition, consisting of approximately US$30.35 million in aggregate principal and accrued interest, including approximately US$22.0 million outstanding under a senior secured loan and security agreement with ~~BDO~~Chicago ~~regarding~~Atlantic ~~either:~~Financial Services, LLC, as administrative agent. The terms of the Notes, including conversion terms, anti-dilution adjustments, and events of default, are described in Item 1.01 and are incorporated herein by reference.

~~(i)~~John ~~the application of accounting principles to a specified transaction~~Mazarakis, ~~either completed or proposed, or~~ the ~~type of audit opinion that might be rendered on the~~ Company’s ~~consolidated~~Chief ~~financial~~Executive ~~statements~~Officer, ~~and~~is ~~neither~~ a ~~written~~partner of ~~report~~Chicago ~~nor~~Atlantic ~~oral~~Group, ~~advice~~LP, ~~was provided to the Company that BDO concluded was~~ an ~~important~~affiliate ~~factor~~of ~~considered~~Chicago byAtlantic ~~the~~Financial ~~Company in reaching a decision as to any accounting~~Services, ~~auditing, or financial reporting issue; or~~LLC.

~~(ii) any matter that was the subject of a disagreement (as defined in~~ Item ~~304(a)(1)(iv)~~3.02 ofUnregistered ~~Regulation~~Sales ~~S-K and its related instructions) or a reportable event (as described in Item 304(a)(1)(v)~~ of ~~Regulation~~Equity ~~S-K).~~Securities

The information set forth in Item 71.01 ~~Regulation~~of FDthis ~~Disclosure~~Current Report on Form 8-K regarding the issuance of the Notes and the Subordinate Voting Shares issuable upon conversion of the Notes is incorporated by reference into this Item 3.02.

OnAs ~~June~~described 9,in ~~2026~~Item 1.01, the ~~Company~~Notes were issued, aand ~~press~~the ~~release~~Subordinate ~~announcing~~Voting Shares issuable upon conversion of the ~~matters~~Notes ~~disclosed~~will be issued, in ~~this~~transactions ~~Current~~exempt ~~Report~~from onthe ~~Form~~registration ~~8-K,~~requirements ~~which~~of isthe ~~attached~~Securities Act of 1933, as ~~Exhibit~~amended ~~99.1~~(the ~~hereto~~“Securities Act”), pursuant to Section 4(a)(2) thereof and isRegulation ~~incorporated~~D ~~herein~~promulgated thereunder, ~~solely~~as ~~for~~transactions ~~purposes~~not ofinvolving ~~this~~a ~~Item~~public 7offering.~~01 disclosure.~~

~~Pursuant to the rules and regulations of the SEC, the information in this~~ Item 7.01 ~~disclosure,~~Regulation ~~including~~FD ~~Exhibit 99.1, and information set forth therein, is deemed to have been furnished and shall not be deemed to be “filed” under the Securities Exchange Act of 1934, as amended.~~Disclosure

~~Item~~On ~~9.01~~June ~~Financial~~5, ~~Statements~~2026, the Company issued a press release announcing the matters disclosed in this Current Report on Form 8-K, which is attached as Exhibit 99.1 hereto and ~~Exhibits~~is incorporated herein solely for purposes of this Item 7.01 disclosure.

Pursuant to the rules and regulations of the Securities and Exchange Commission, the information in this Item 7.01 disclosure, including Exhibit 99.1, and information set forth therein, is deemed to have been furnished and shall not be deemed to be “filed” under the Securities Exchange Act of 1934, as amended.

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
16.1		Letter from Davidson & Company LLP to the Securities and Exchange Commission dated June 9, 2026.
4.1		Form of Subordinated Convertible Promissory Note, by Vireo Growth Inc. in favor of the sellers party to that certain Securities Purchase Agreement, dated as of June 5, 2026, by and among Vireo Growth Inc., Agribusiness Holdings Limited Partnership, BWAB Holdings LLC, Bridgewell Agribusiness LLC and the other parties named therein.
99.1*		Press Release, dated as of June 9, 2026.
10.1*		Securities Purchase Agreement (including Investor Rights Agreement), dated as of June 5, 2026, is entered into by and among Vireo Growth Inc., Agribusiness Holdings Limited Partnership, BWAB Holdings LLC, Bridgewell Agribusiness LLC and the other parties named therein.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).
99.1**		Press Release, dated as of June 5, 2026
104		Cover Page Interactive Data File (embedded within Inline XBRL document)

* ~~Furnished~~Certain ~~herewith~~confidential information has been excluded from this exhibit because it is both (i) not material and (ii) the type of information that the registrant treats as private or confidential.

**Furnished herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VIREO GROWTH INC.
	(Registrant)

	By:	/s/ Tyson Macdonald
		Tyson Macdonald
		Chief Financial Officer

Date: June 911, 2026

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