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8-KAccepted Oct 8, 4:06 PM ET

Vireo Growth Inc.: enters $60,000,000 loan with Needham Bank

VREOFVireo Growth Inc.

Accepted (ET)

4:06 PM

Oct 8, 2026

Filed

Oct 8, 2026

Documents

14

Size

835.5 KB

Summary

Vireo Growth Inc.: enters $60,000,000 loan with Needham Bank

Updated

What happened

  • Vireo Growth Inc. reported that on Oct 2, 2026 its indirect subsidiaries (the Borrowers) entered into a Loan Agreement with Needham Bank providing for a term loan in the aggregate principal amount of $60,000,000 (the Needham Loan).
  • On the Closing Date NY PropCo issued a Gap Note for $11,000,000, IIP-NY endorsed and assigned a previously disclosed $49,000,000 Seller Note to the Lender, and the Borrowers executed a Consolidated, Amended and Restated Promissory Note for $60,000,000 (the A&R Note) that consolidates the Gap Note and the Seller Note. The filing states that IIP-NY is no longer a lender to NY PropCo.

Key details

  • Interest rate: fixed at 8.50% per annum; monthly interest-only payments for the first 6 months, then monthly principal and interest amortizing over a 10-year period; maturity date Apr 2, 2034.
  • Fees and prepayment: $900,000 fully earned, non-refundable commitment fee (1.50% of $60,000,000); prepayment premium if refinanced by another lender of 3.00% within 1 year, 2.00% in year 2, and 1.00% in year 3; no premium after year 3 or if paid in full on a Change of Control.
  • Collateral and guarantees: first-priority mortgages and security interests on the Perth Property (approximately 389,000 square foot facility on 20.598 acres) and the Palatka Property; omnibus collateral assignment, security agreement, environmental indemnity, equity pledge agreements, and an unsecured guaranty by Green Dragon Florida LLC (FL Tenant).
  • Subordination and related parties: the Needham liens are senior to Second Lien Debt originally $41,000,000; the filing discloses that director and CEO John Mazarakis is a partner of an affiliate of the Second Lien Agent, and he disclosed his interest, abstained from voting, and recused himself from board resolutions approving the Needham Loan.
  • The company issued a press release on Oct 5, 2026 announcing these matters (Item 7.01).

Why it may matter

  • The filing reports Item 1.01 (entry into a material definitive agreement) and Item 2.03 (creation of a direct financial obligation) relating to the Needham Loan and associated documents, and it discloses key financial and security terms of that loan.
  • A filing does not show why the insider traded or why the company acted.

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