{"success":true,"data":{"pressRelease":{"id":"31261","rtpr_id":"nGNX9fd1sp","ticker":"VREO","exchange":"","all_tickers":["VREO"],"title":"Vireo Growth Inc. Announces First Quarter 2026 Results","author":"Globe Newswire","published_at":"2026-05-12T11:30:01.534Z","article_body":"Q1 GAAP revenue of $106.2 million increased 333.5% year-over-year, driven by\nrecently closed M&A transactions\n\nMoves to 4(th) largest cannabis company on a pro forma basis by revenue\n\nClosed the Schwazze acquisition and executed the PharmaCann MSA during the\nquarter\n\nClosed the Eaze and Hawthorne acquisitions subsequent to quarter end\n\nAnnounced a definitive agreement to acquire FLUENT and a joint venture with\nGlass House Brands subsequent to quarter end\n\nCompany closed Q1 with $137.8 million in cash; expects to remain acquisitive\n\n MINNEAPOLIS, May 12, 2026 (GLOBE NEWSWIRE) -- Vireo Growth Inc. (“Vireo”\nor the “Company”) (CSE: VREO; OTCQX: VREOF), today reported financial\nresults for its first fiscal quarter ended March 31, 2026. Key financial\nresults are presented below in summary form with supporting commentary and\ndiscussion from management of certain key operating metrics which the Company\nuses to judge its performance. All currency figures referenced herein are\ndenominated in U.S. dollars.\n\n\n\n Year-over-Year Performance Summary \n \n Three Months Ended \n US $ in millions March 31, \n 2026 2025 Variance \n GAAP Revenue $106.2 $24.5 333.5% \n GAAP Gross Profit $59.3 $12.4 378.2% \n Gross Profit Margin 55.8 % 50.6 % 520 bps \n Adjusted Gross Profit ((1)) $59.8 $13.1 356.5% \n Adjusted Gross Profit Margin ((1)) 56.3 % 53.5 % 280 bps \n Adjusted EBITDA (non-GAAP) ((2)) $32.7 $6.6 395.5% \n Adjusted EBITDA Margin ((2)) 30.8 % 26.9 % 390 bps \n\n\n\n \n Three Months Ended \n US $ in millions March 31, \n 2026 2025 Variance \n Pro Forma Revenue ((3)) $210.2 $200.1 5.0% \n Pro Forma Adjusted EBITDA ((2)(3)) $42.2 $32.5 29.8% \n Pro Forma Adjusted EBITDA Margin ((2)(3)) 20.1 % 16.2 % 380 bps \n Pro Forma Cannabis Revenue ((2)) $183.7 $169.2 8.6% \n Pro Forma Cannabis Adjusted EBITDA ((2)(3)) $40.1 $30.3 32.3% \n Pro Forma Cannabis Adjusted EBITDA Margin ((2)(3)) 21.8 % 17.9 % 390 bps \n Pro Forma Non-Cannabis Revenue ((2)) $26.5 $30.9 -14.2% \n Pro Forma Non-Cannabis Adjusted EBITDA ((2)(3)) $2.1 $2.2 -4.5% \n Pro Forma Non-Cannabis Adjusted EBITDA Margin ((2)(3)) 7.9 % 7.1 % 80 bps \n\n(1)Non-GAAP measure. Excludes fair value adjustments and non-cash product\ncosts.\n(2)Non-GAAP measure. See Supplemental Information and Reconciliation of\nNon-GAAP Financial Measures.\n(3)Pro forma results give effect to the acquisitions of Deep Roots, Proper,\nWholesome, Schwazze, Eaze, PharmaCann, and Hawthorne (the “Acquisitions”)\nas if they were completed on January 1, 2025. Pro forma information has been\npresented for informational purposes only and is not necessarily indicative of\nthe Company’s past results of operations, nor is it indicative of the future\noperating results of the Company and should not be considered a substitute for\nthe financial information presented in accordance with GAAP.\n\n\n\n Sequential Performance Summary \n \n US $ in millions Three Months Ended \n March 31, 2026 December 31, 2025 Variance \n GAAP Revenue $106.2 $104.5 1.6% \n GAAP Gross Profit $59.3 $56.9 4.2% \n Gross Profit Margin 55.8 % 54.4 % 140 bps \n Adjusted Gross Profit ((1)) $59.8 $58.8 1.7% \n Adjusted Gross Profit Margin ((1)) 56.3 % 56.3 % 0 bps \n Adjusted EBITDA (non-GAAP) ((2)) $32.7 $29.5 10.8% \n Adjusted EBITDA Margin ((2)) 30.8 % 28.2 % 260 bps \n\n(1)Non-GAAP measure. Excludes fair value adjustments and non-cash product\ncosts.\n(2)Non-GAAP measure. See Supplemental Information and Reconciliation of\nNon-GAAP Financial Measures.\n\nManagement Commentary\n\nChief Executive Officer John Mazarakis commented, “First quarter performance\nremained in line with our expectations and we are excited to welcome Schwazze,\nEaze, and Hawthorne to Vireo. We are focused on integration and optimization\nacross the platform while remaining opportunistic with respect to further\nacquisition related growth opportunities.”\n\nRecent Developments\n\nOn March 19, 2026, the Company completed its previously announced acquisition\nof a controlling interest in Vireo Health of Rocky Mountain, LLC through the\nrestructuring of Medicine Man Technologies Inc. (dba Schwazze). In connection\nwith the transaction, the Company acquired 45 dispensaries and two\nmanufacturing facilities located in Colorado and New Mexico.\n\nOn March 22, 2026, the management services agreement previously entered into\nin connection with the Company’s pending acquisition of certain PharmaCann\nInc. assets became effective, pursuant to which the Company began providing\nmanagement services related to the dispensaries to be acquired.\n\nOn April 1, 2026, the Company completed its previously announced merger with\nEaze, Inc. (“Eaze”), with Eaze becoming a wholly owned subsidiary of the\nCompany. In connection with the closing, the Company issued 90,379,591\nsubordinate voting shares as estimated closing consideration, a portion of\nwhich was placed in escrow, subject to customary post-closing adjustments.\nFormer Eaze stockholders may also be eligible to receive additional shares\nbased on the achievement of certain financial targets through December 31,\n2026.\n\nOn April 8, 2026, the Company completed the acquisition of The Hawthorne\nGardening Company LLC and its subsidiaries from The Scotts Miracle-Gro\nCompany. In connection with the transaction, the Company issued 213,000,000\nsubordinate voting shares, a portion of which was placed in escrow, subject to\ncustomary post-closing adjustments. The Company also issued warrants to\npurchase 80,000,000 subordinate voting shares at an exercise price of $0.85\nper share with a five-year term.\n\nOn April 13, 2026, the Company and Glass House Brands Inc. (“Glass House”)\nannounced the execution of a definitive agreement to form a joint venture to\ncombine each party’s California dispensary operations, subject to the\nsatisfaction of regulatory approvals and other customary closing conditions.\nUpon closing, each party is expected to contribute its respective California\nretail operations to the joint venture in exchange for a 50% ownership\ninterest. The joint venture agreement contemplates combining the Company’s\ntwelve dispensaries and home delivery operations located in California and\nacquired from Eaze with Glass House’s eleven California retail locations.\nThe combined retail platform is expected to be supported by a preferential\nsupply agreement with Glass House. Under the terms of the agreement, beginning\nfive years after closing, the Company will have an option to acquire Glass\nHouse’s ownership interest in the joint venture, and Glass House will have a\nreciprocal put right.\n\nOn April 23, 2026, the U.S. Department of Justice announced an order\nreclassifying certain FDA-approved marijuana products and cannabis products\nsubject to qualifying state medical marijuana licenses from Schedule I to\nSchedule III under the Controlled Substances Act. The Department of Justice\nalso announced an administrative hearing process to consider broader\nrescheduling of marijuana. The Company is currently evaluating the potential\nimpact of these developments on its operations, tax position, and financial\nstatements.\n\nOn April 30, 2026, Vireo entered into a definitive arrangement agreement to\nacquire all outstanding shares of FLUENT Corp. (“FLUENT”) in an all-stock\ntransaction, pursuant to which FLUENT shareholders will receive 0.0705359 of a\nsubordinate voting share of Vireo for each FLUENT share. The transaction has\nbeen unanimously approved by the boards of both companies (with interested\ndirectors abstaining from voting) following a review by an independent special\ncommittee of FLUENT and is subject to customary conditions, including FLUENT\nshareholder approval, court and regulatory approvals, as well as the\ncompletion of a debt equitization of approximately $30 million of FLUENT\nindebtedness. The agreement also contains certain covenants and agreements\nregarding the conduct of FLUENT’s business until the closing, including\ncovenants requiring FLUENT and its subsidiaries to manage and operate their\nrespective businesses in accordance with an operating budget that was approved\nby FLUENT’s board of directors and adopted by FLUENT in connection with the\ntransaction.\n\nBalance Sheet and Liquidity\n\nAs of March 31, 2026, total current assets excluding assets held for sale and\nincome taxes receivable were $239.7 million, including cash on hand of $137.8\nmillion. Total current liabilities excluding uncertain tax liabilities were\n$82.0 million. As of March 31, 2026, the Company had a total of 1,173,995,207\nsubordinate voting shares outstanding on the treasury method basis using a\nshare price of $0.50. As of May 12, 2026, the Company had 1,568,115,539\nsubordinate voting shares outstanding on a treasury method basis using a share\nprice of $0.50.\n\nConference Call and Webcast Information\n\nVireo management will host a conference call with research analysts today, May\n12, 2026, at 8:00 a.m. ET (7:00 a.m. CT) to discuss its financial results\nfor its first quarter ended March 31, 2026. Interested parties may attend the\nconference call by dialing 1-800-715-9871 (Toll-Free) (US and Canada) or\n1-646-307-1963 (Toll) (International) and referencing conference ID number\n1197610.\n\nA live audio webcast of this event will also be available in the Events &\nPresentations section of the Company’s Investor Relations website and via\nthe following link:\nhttps://events.q4inc.com/attendee/568347124.\n\nAbout Vireo Growth Inc.\n\nVireo was founded in 2014 as a pioneering medical cannabis company. Vireo is\nbuilding a disciplined, strategically aligned, and execution-focused platform\nin the industry. This strategy drives our intense local market focus while\nleveraging the strength of a national portfolio. We are committed to hiring\nindustry leaders and deploying capital and talent where we believe it will\ndrive the most value. Vireo operates with a long-term mindset, a bias for\naction, and an unapologetic commitment to its customers, employees,\nshareholders, industry collaborators, and the communities it serves. For more\ninformation about Vireo, visit www.vireogrowth.com.\n\nAdditional Information\n\nAdditional information relating to the Company’s first quarter 2026 results\nwill be available on EDGAR and SEDAR+ later today. Vireo refers to certain\nnon-GAAP financial measures such as Earnings Before Interest, Taxes,\nDepreciation and Amortization (EBITDA), Adjusted EBITDA, Adjusted EBITDA\nMargin, Adjusted Gross Profit, and Adjusted Gross Profit Margin in\ncircumstances in which the Company believes that doing so provides additional\nperspective and insights when analyzing the core operating performance of the\nbusiness. These measures do not have any standardized meaning and may not be\ncomparable to similar measures presented by other issuers. Please see the\nSupplemental Information and Reconciliation of Non-GAAP Financial Measures at\nthe end of this news release for more detailed information regarding non-GAAP\nfinancial measures including a reconciliation of each measure to the most\ndirectly comparable GAAP financial measure.\n\nContact Information\n\nJoe Duxbury\nChief Accounting Officer\ninvestor@vireogrowth.com\n(612) 314-8995\n\nForward-Looking Statement Disclosure\n\nThis press release contains “forward-looking information” within the\nmeaning of applicable United States and Canadian securities legislation. To\nthe extent any forward-looking information in this press release constitutes\n“financial outlooks” within the meaning of applicable United States or\nCanadian securities laws, this information is being provided as preliminary\nfinancial results; the reader is cautioned that this information may not be\nappropriate for any other purpose and the reader should not place undue\nreliance on such financial outlooks. Forward-looking information contained in\nthis press release may be identified by the use of words such as “should,”\n“believe,” “estimate,” “would,” “looking forward,” “may,”\n“continue,” “expect,” “expected,” “will,” “likely,”\n“subject to,” and variations of such words and phrases, or any statements\nor clauses containing verbs in any future tense and includes statements\nregarding the Company’s future M&A strategy and optimization of the\nCompany’s business; the Company’s expectations around its pending\ntransactions with PharmaCann and FLUENT and the assets to be acquired\ntherefrom; and expectations around the joint venture involving Glass House and\nthe consummation of the related contributions of California dispensary\noperations by Vireo and Glass House. These statements should not be read as\nguarantees of future performance or results. Forward-looking information\nincludes both known and unknown risks, uncertainties, and other factors which\nmay cause the actual results, performance, or achievements of the Company or\nits subsidiaries to be materially different from any future results,\nperformance, or achievements expressed or implied by the forward-looking\nstatements or information contained in this press release. Financial outlooks,\nas with forward-looking information generally, are, without limitation, based\non the assumptions and subject to various risks as set out herein and in our\nAnnual Report on Form 10-K and our Quarterly Reports on Form 10-Q filed with\nthe Securities Exchange Commission. Our actual financial position and results\nof operations may differ materially from management’s current expectations\nand, as a result, our revenue, EBITDA, Adjusted EBITDA, and cash on hand may\ndiffer materially from the values provided in this press release.\nForward-looking information is based upon a number of estimates and\nassumptions of management, believed but not certain to be reasonable, in light\nof management’s experience and perception of trends, current conditions, and\nexpected developments, as well as other factors relevant in the circumstances,\nincluding assumptions in respect of current and future market conditions, the\ncurrent and future regulatory environment, and the availability of licenses,\napprovals and permits.\n\nAlthough the Company believes that the expectations and assumptions on which\nsuch forward-looking information is based are reasonable, the reader should\nnot place undue reliance on the forward-looking information because the\nCompany can give no assurance that they will prove to be correct. Actual\nresults and developments may differ materially from those contemplated by\nthese statements. Forward-looking information is subject to a variety of risks\nand uncertainties that could cause actual events or results to differ\nmaterially from those projected in the forward-looking information. Such risks\nand uncertainties include, but are not limited to: risks related to risks\nrelated to receipt of necessary regulatory and third-party approvals for\ncompletion of the Company’s pending and proposed transactions; risks and\nuncertainties associated with the pending transactions with PharmaCann and\nFLUENT and the joint venture with Glass House, some of which are beyond the\nCompany’s control; the Company’s ability to maintain relationships with\nsuppliers, customers, employees and other third parties as a result of the\npending transactions with PharmaCann and FLUENT and the joint venture with\nGlass House; the effects of the pending transactions with PharmaCann and\nFLUENT and the joint venture with Glass House on the Company and the interests\nof various constituents; subject to the successful outcome of the pending\ntransactions with PharmaCann and FLUENT and the proposed contributions of\nCalifornia dispensary operations to the Glass House joint venture, the nature,\ncost, impact and outcome of pending and future litigation, other legal or\nregulatory proceedings, or governmental investigations and actions; risks\nrelated to the timing and content of adult-use legislation in markets where\nthe Company currently operates; current and future market conditions,\nincluding the market price of the subordinate voting shares of the Company;\nrisks related to epidemics and pandemics; federal, state, local, and foreign\ngovernment laws, rules, and regulations, including federal and state laws and\nregulations in the United States relating to cannabis operations in the United\nStates and any changes to such laws or regulations; operational, regulatory\nand other risks; execution of business strategy; management of growth;\ndifficulties inherent in forecasting future events; conflicts of interest;\nrisks inherent in an agricultural business; risks inherent in a manufacturing\nbusiness; liquidity and the ability of the Company to raise additional\nfinancing to continue as a going concern; the Company’s ability to meet the\ndemand for flower in its various markets; the Company’s ability to dispose\nof its assets held for sale at an acceptable price or at all; and risk factors\nset out in the Company’s Annual Reports on Form 10-K and Quarterly Reports\non Form 10-Q, which are available on EDGAR with the U.S. Securities and\nExchange Commission and filed with the Canadian securities regulators and\navailable under the Company’s profile on SEDAR+ at www.sedarplus.com.\n\nThe statements in this press release are made as of the date of this release.\nExcept as required by law, we undertake no obligation to update any\nforward-looking statements or forward-looking information to reflect events or\ncircumstances after the date of such statements.\n\n VIREO GROWTH INC. STATE-BY-STATE REVENUE PERFORMANCE THREE MONTHS ENDED MARCH 31, 2026, 2025, 2026 PRO FORMA, AND 2025 PRO FORMA (Amounts Expressed in millions of United States Dollars, Unaudited) \n \n Three Months Ended \n March 31, \n 2026 (pro forma) (1) 2025 (pro forma) (1) $ Change % Change \n Retail: \n MN $ 18.2 $ 11.2 $ 7.0 63 % \n NY 0.8 1.2 (0.4 ) (33 )% \n MD 6.6 6.8 (0.2 ) (3 )% \n UT 12.3 11.2 1.1 10 % \n NV 27.4 23.5 3.9 17 % \n MO 20.7 18.3 2.4 13 % \n CO & NM 54.2 61.9 (7.7 ) (12 )% \n CA 17.8 19.4 (1.6 ) (8 )% \n FL 8.9 4.7 4.2 89 % \n Total Retail $ 166.9 $ 158.2 $ 8.7 5.5 % \n \n Wholesale: \n MN $ — 0.3 (0.3 ) (100 )% \n NY 5.2 0.9 4.3 478 % \n MD 3.4 4.1 (0.7 ) (17 )% \n UT 2.8 2.0 0.8 40% \n NV 0.2 0.2 — — % \n MO 4.7 3.1 1.6 52 % \n CO & NM 0.5 0.4 0.1 25 % \n Total Wholesale $ 16.8 $ 11.0 $ 5.8 53 % \n \n Total Cannabis Revenue $ 183.7 $ 169.2 $ 14.5 9 % \n \n Non-Cannabis Revenue 26.5 30.9 (4.4 ) (14 )% \n \n Total Revenue $ 210.2 $ 200.1 $ 10.1 5 % \n\n(1)Pro forma results give effect to the Acquisitions as if they were completed\non January 1, 2025. Pro forma information has been presented for informational\npurposes only and is not necessarily indicative of the Company’s past\nresults of operations, nor is it indicative of the future operating results of\nthe Company and should not be considered a substitute for the financial\ninformation presented in accordance with GAAP.\n\n \n Three Months Ended \n March 31, \n 2026 2025 $ Change % Change \n Retail: \n MN $ 18.2 $ 11.2 $ 7.0 63 % \n NY 0.8 1.2 (0.4 ) (33 )% \n MD 6.6 6.8 (0.2 ) (3 )% \n UT 12.3 — 12.3 100 % \n NV 27.4 — 27.4 100 % \n MO 20.7 — 20.7 100 % \n CO & NM 3.9 — 3.9 100 % \n Total Retail $ 89.9 $ 19.2 $ 70.7 368 % \n \n Wholesale: \n MN $ — $ 0.3 (0.3 ) (100 )% \n NY 5.2 0.9 4.3 478 % \n MD 3.4 4.1 (0.7 ) (17 )% \n UT 2.8 — 2.8 100 % \n NV 0.2 — 0.2 100 % \n MO 4.7 — 4.7 100 % \n Total Wholesale $ 16.3 $ 5.3 $ 11.0 208 % \n \n Total Revenue $ 106.2 $ 24.5 $ 81.7 333 % \n\n\n\nSupplemental Information and Reconciliation of Non-GAAP Financial Measures\n\nVireo management occasionally elects to provide certain non-GAAP financial\nmeasures such as Earnings Before Interest, Taxes, Depreciation and\nAmortization (EBITDA), Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Gross\nProfit, and Adjusted Gross Profit Margin. EBITDA, Adjusted EBITDA, Adjusted\nEBITDA Margin, Adjusted Gross Profit, and Adjusted Gross Profit Margin are\nnon-GAAP measures and do not have standardized definitions under GAAP. The\nfollowing information provides reconciliations of the supplemental non-GAAP\nfinancial measures presented herein to the most directly comparable financial\nmeasures calculated and presented in accordance with GAAP. The Company has\nprovided the non-GAAP financial measures, which are not calculated or\npresented in accordance with GAAP, as supplemental information and in addition\nto the financial measures that are calculated and presented in accordance with\nGAAP. These supplemental non-GAAP financial measures should not be considered\nsuperior to, as a substitute for or as an alternative to, and should be\nconsidered in conjunction with, the GAAP financial measures presented.\n\nReconciliation of Net Loss to EBITDA and Adjusted EBITDA\n\nWe have included this information as management believes certain investors use\nthis information to evaluate our performance in comparison to other cannabis\ncompanies. The table below provides a reconciliation of net loss to EBITDA and\nto Adjusted EBITDA for both our cannabis and non-cannabis operations on a pro\nforma basis.\n\n \n Three Months Ended \n March 31, \n Cannabis Operations 2026 2025 2026 (pro-forma) (1) 2025 (pro-forma) (1) \n Net income (loss) $ (20.3 ) $ (6.5 ) $ (28.1 ) $ (9.9 ) \n Interest expense, net 7.8 7.6 14.7 18.1 \n Income taxes 16.1 1.7 16.1 7.1 \n Depreciation & Amortization 3.8 0.2 9.8 8.7 \n Depreciation and amortization included in cost of sales 2.9 0.6 2.9 0.6 \n EBITDA (non-GAAP) $ 10.3 $ 3.6 $ 15.4 $ 24.6 \n Non-cash inventory adjustments 0.5 0.4 0.5 0.4 \n Grown Rogue termination fee included in cost of goods sold — 0.3 — 0.3 \n Change in the fair value of contingent consideration 5.5 — 5.5 — \n Stock-based compensation 7.0 1.5 7.0 1.5 \n Transaction related expenses 8.7 1.2 10.0 3.5 \n Other (income) expense 0.7 (0.8 ) 1.0 (0.7 ) \n Severance expense — 0.4 0.2 0.6 \n Loss on disposal of assets — — 0.5 0.1 \n Adjusted EBITDA (non-GAAP) $ 32.7 $ 6.6 $ 40.1 $ 30.3 \n\n\n\n \n Three Months Ended \n March 31, \n Non-Cannabis Operations 2026 (pro-forma) (1) 2025 (pro-forma) (1) \n Net income (loss) $ 1.1 $ 0.6 \n Depreciation & Amortization 0.5 0.9 \n Depreciation and amortization included in cost of sales 0.1 0.1 \n EBITDA (non-GAAP) $ 1.7 $ 1.6 \n Stock-based compensation 0.4 0.6 \n Adjusted EBITDA (non-GAAP) $ 2.1 $ 2.2 \n\n(1)Pro forma results give effect to the acquisitions of Deep Roots, Proper,\nWholesome, Schwazze, Eaze, PharmaCann, and Hawthorne (the “Acquisitions”)\nas if they were completed on January 1, 2025. Pro forma information has been\npresented for informational purposes only and is not necessarily indicative of\nthe Company’s past results of operations, nor is it indicative of the future\noperating results of the Company and should not be considered a substitute for\nthe financial information presented in accordance with GAAP.\n\nThe financial information reported in this news release is based on the\nCompany’s unaudited financial statements for the three months ended March\n31, 2026, and 2025. All financial information contained in this news release\nis qualified in its entirety with reference to such financial statements. To\nthe extent that the financial information contained in this news release is\ninconsistent with the information contained in the Company’s unaudited\nfinancial statements, the financial information contained in this news release\nshall be deemed to be modified or superseded by the Company’s unaudited\nfinancial statements. The making of a modifying or superseding statement shall\nnot be deemed an admission for any purposes that the modified or superseded\nstatement, when made, constituted a misrepresentation for purposes of\napplicable securities laws.\n\n\n\n VIREO GROWTH INC. CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2026 AND DECEMBER 31, 2025 (Amounts Expressed in millions of United States Dollars, Unaudited and Condensed) \n \n March 31, December 31, \n 2026 2025 \n Assets \n Current assets: \n Cash $ 122.4 $ 102.2 \n Restricted cash 15.4 20.3 \n Marketable securities 1.0 1.0 \n Accounts receivable, net of credit losses of $1.8 million and $1.3 million, respectively 16.1 13.8 \n Income tax receivable 18.3 22.8 \n Inventory 76.1 60.0 \n Prepayments and other current assets 6.5 3.8 \n Warrants held 0.9 1.7 \n Notes receivable 1.3 79.2 \n Assets held for sale 0.3 0.3 \n Total current assets 258.3 305.1 \n Property and equipment, net 232.3 217.5 \n Operating lease, right-of-use asset 84.2 53.4 \n Intangible assets, net 194.0 117.5 \n Goodwill 123.8 87.5 \n Investments 6.0 6.0 \n Deposits 4.4 4.4 \n Indemnified tax assets 25.8 25.8 \n Total assets $ 928.8 $ 817.2 \n Liabilities \n Current liabilities \n Accounts payable and accrued liabilities $ 58.3 $ 50.3 \n Convertible debt, current portion 1.3 1.3 \n Long-term debt, current portion 16.3 16.3 \n Right of use liability, current 6.1 3.6 \n Uncertain tax liability 133.8 120.0 \n Derivative liability — 0.2 \n Total current liabilities 215.8 191.7 \n Right-of-use liability 174.4 146.3 \n Long-term debt, net 197.3 127.6 \n Convertible debt, net 8.3 8.6 \n Contingent consideration 30.0 24.4 \n Deferred tax liabilities 8.1 10.2 \n Other long-term liabilities 0.8 1.0 \n Total liabilities 634.7 509.8 \n \n Commitments and contingencies \n \n Stockholders’ equity \n Subordinate Voting Shares ($- par value, unlimited shares authorized; 1,057,201,771 shares issued and outstanding at March 31, 2026, and 1,057,131,571 at December 31, 2025) — — \n Multiple Voting Shares ($- par value, unlimited shares authorized; 232,490 shares issued and outstanding at March 31, 2026 and 233,192 at December 31, 2025) — — \n Additional paid in capital 614.0 607.0 \n Accumulated deficit (319.9 ) (299.6 ) \n Total stockholders' equity $ 294.1 $ 307.4 \n Total liabilities and stockholders' equity $ 928.8 $ 817.2 \n\n\n\n VIREO GROWTH INC. CONSOLIDATED STATEMENTS OF OPERATIONS THREE MONTHS ENDED MARCH 31, 2026 AND 2025 (Amounts Expressed in millions of United States Dollars, Unaudited and Condensed) \n \n Unaudited Three Months Ended March 31, \n 2026 2025 \n Revenue $ 106.2 $ 24.5 \n Cost of sales \n Product costs 46.4 11.7 \n Non-cash product costs 0.2 — \n Inventory valuation adjustments 0.3 0.4 \n Gross profit 59.3 12.4 \n Operating expenses: \n Selling, general and administrative expenses 30.8 7.4 \n Transaction related expenses 8.7 1.2 \n Stock-based compensation expenses 7.0 1.5 \n Depreciation 1.1 0.1 \n Amortization 2.7 0.2 \n Total operating expenses 50.3 10.4 \n \n Income (loss) from operations 9.0 2.0 \n \n Other income (expense): \n Interest expenses, net (4.2 ) (4.0 ) \n Interest expense on finance lease liabilities - Minnesota & New York (3.6 ) (3.6 ) \n Gain (loss) on change in the fair value of contingent consideration (5.5 ) — \n Derivative gain (loss) 0.1 — \n Other income (expenses) — 0.8 \n Other income (expenses), net (13.2 ) (6.8 ) \n \n Loss before income taxes (4.2 ) (4.8 ) \n \n Deferred income tax recoveries (expenses) 2.2 — \n Current income tax expenses (18.3 ) (1.7 ) \n Net loss and comprehensive loss (20.3 ) (6.5 ) \n Net loss per share - basic and diluted $ (0.02 ) $ (0.02 ) \n Weighted average shares used in computation of net loss per share - basic and diluted 1,080,450,771 366,800,177 \n\n\n\n VIREO GROWTH INC. CONSOLIDATED STATEMENTS OF CASH FLOWS THREE MONTHS ENDED MARCH 31, 2026 AND 2025 (Amounts Expressed in millions of United States Dollars, Unaudited and Condensed) \n \n Three Months Ended March 31, \n 2026 2025 \n CASH FLOWS FROM OPERATING ACTIVITIES \n Net loss $ (20.3 ) $ (6.5 ) \n Adjustments to reconcile net loss to net cash used in operating activities: \n Non-cash amortization of inventory step up included in product costs 0.2 — \n Inventory valuation adjustments 0.3 0.4 \n Depreciation 1.1 0.1 \n Depreciation capitalized into inventory 2.9 0.5 \n Non-cash operating lease expense 1.1 0.1 \n Amortization of intangible assets 2.7 0.2 \n Stock-based compensation 7.0 1.3 \n Warrants held 0.8 0.5 \n Derivative (gain) loss (0.1 ) — \n Interest Expense 1.1 1.2 \n Bad debt expense 0.1 — \n Accretion of interest on right-of-use finance lease liabilities — 0.1 \n (Gain) loss on change in the fair value of contingent consideration 5.5 — \n Change in operating assets and liabilities: \n Accounts Receivable (1.1 ) 0.6 \n Prepaid expenses (2.0 ) (0.1 ) \n Inventory (2.2 ) (2.0 ) \n Income taxes 4.5 0.7 \n Deferred income tax expense (benefit) (2.2 ) — \n Uncertain tax position liabilities 13.8 1.6 \n Accounts payable and accrued liabilities — 1.8 \n Changes in operating lease liabilities (1.3 ) (0.4 ) \n Change in assets and liabilities held for sale — (3.5 ) \n Net cash provided by (used in) operating activities 11.9 (3.4 ) \n \n CASH FLOWS FROM INVESTING ACTIVITIES: \n Purchases of property, plant, and equipment (10.8 ) (1.1 ) \n Acquisition of Schwazze, net of cash received 18.2 — \n Capitalized software development costs (0.5 ) — \n Deposits 1.1 — \n Net cash provided by (used in) investing activities 8.0 (1.1 ) \n \n CASH FLOWS FROM FINANCING ACTIVITIES \n Debt principal payments (4.5 ) (0.9 ) \n Lease principal payments (0.1 ) — \n Net cash provided by (used in) financing activities (4.6 ) (0.9 ) \n \n Net change in cash 15.3 (5.4 ) \n \n Cash and restricted cash, beginning of period 122.5 91.6 \n \n Cash and restricted cash, end of period $ 137.8 $ 86.2 \n\n\n\n(https://www.globenewswire.com/NewsRoom/AttachmentNg/d01c0dca-8260-48c8-8ead-e09111cf57b5)\n\n\n\nGlobeNewswire, Inc. 2026","article_body_html":"","raw_payload":{"data":{"id":"nGNX9fd1sp","title":"Vireo Growth Inc. Announces First Quarter 2026 Results","author":"Globe Newswire","ticker":"VREO","created":"2026-05-12T11:30:01.534Z","tickers":["VREO"],"exchange":"","article_body":"Q1 GAAP revenue of $106.2 million increased 333.5% year-over-year, driven by\nrecently closed M&A transactions\n\nMoves to 4(th) largest cannabis company on a pro forma basis by revenue\n\nClosed the Schwazze acquisition and executed the PharmaCann MSA during the\nquarter\n\nClosed the Eaze and Hawthorne acquisitions subsequent to quarter end\n\nAnnounced a definitive agreement to acquire FLUENT and a joint venture with\nGlass House Brands subsequent to quarter end\n\nCompany closed Q1 with $137.8 million in cash; expects to remain acquisitive\n\n MINNEAPOLIS, May 12, 2026 (GLOBE NEWSWIRE) -- Vireo Growth Inc. (“Vireo”\nor the “Company”) (CSE: VREO; OTCQX: VREOF), today reported financial\nresults for its first fiscal quarter ended March 31, 2026. Key financial\nresults are presented below in summary form with supporting commentary and\ndiscussion from management of certain key operating metrics which the Company\nuses to judge its performance. All currency figures referenced herein are\ndenominated in U.S. dollars.\n\n\n\n Year-over-Year Performance Summary \n \n Three Months Ended \n US $ in millions March 31, \n 2026 2025 Variance \n GAAP Revenue $106.2 $24.5 333.5% \n GAAP Gross Profit $59.3 $12.4 378.2% \n Gross Profit Margin 55.8 % 50.6 % 520 bps \n Adjusted Gross Profit ((1)) $59.8 $13.1 356.5% \n Adjusted Gross Profit Margin ((1)) 56.3 % 53.5 % 280 bps \n Adjusted EBITDA (non-GAAP) ((2)) $32.7 $6.6 395.5% \n Adjusted EBITDA Margin ((2)) 30.8 % 26.9 % 390 bps \n\n\n\n \n Three Months Ended \n US $ in millions March 31, \n 2026 2025 Variance \n Pro Forma Revenue ((3)) $210.2 $200.1 5.0% \n Pro Forma Adjusted EBITDA ((2)(3)) $42.2 $32.5 29.8% \n Pro Forma Adjusted EBITDA Margin ((2)(3)) 20.1 % 16.2 % 380 bps \n Pro Forma Cannabis Revenue ((2)) $183.7 $169.2 8.6% \n Pro Forma Cannabis Adjusted EBITDA ((2)(3)) $40.1 $30.3 32.3% \n Pro Forma Cannabis Adjusted EBITDA Margin ((2)(3)) 21.8 % 17.9 % 390 bps \n Pro Forma Non-Cannabis Revenue ((2)) $26.5 $30.9 -14.2% \n Pro Forma Non-Cannabis Adjusted EBITDA ((2)(3)) $2.1 $2.2 -4.5% \n Pro Forma Non-Cannabis Adjusted EBITDA Margin ((2)(3)) 7.9 % 7.1 % 80 bps \n\n(1)Non-GAAP measure. Excludes fair value adjustments and non-cash product\ncosts.\n(2)Non-GAAP measure. See Supplemental Information and Reconciliation of\nNon-GAAP Financial Measures.\n(3)Pro forma results give effect to the acquisitions of Deep Roots, Proper,\nWholesome, Schwazze, Eaze, PharmaCann, and Hawthorne (the “Acquisitions”)\nas if they were completed on January 1, 2025. Pro forma information has been\npresented for informational purposes only and is not necessarily indicative of\nthe Company’s past results of operations, nor is it indicative of the future\noperating results of the Company and should not be considered a substitute for\nthe financial information presented in accordance with GAAP.\n\n\n\n Sequential Performance Summary \n \n US $ in millions Three Months Ended \n March 31, 2026 December 31, 2025 Variance \n GAAP Revenue $106.2 $104.5 1.6% \n GAAP Gross Profit $59.3 $56.9 4.2% \n Gross Profit Margin 55.8 % 54.4 % 140 bps \n Adjusted Gross Profit ((1)) $59.8 $58.8 1.7% \n Adjusted Gross Profit Margin ((1)) 56.3 % 56.3 % 0 bps \n Adjusted EBITDA (non-GAAP) ((2)) $32.7 $29.5 10.8% \n Adjusted EBITDA Margin ((2)) 30.8 % 28.2 % 260 bps \n\n(1)Non-GAAP measure. Excludes fair value adjustments and non-cash product\ncosts.\n(2)Non-GAAP measure. See Supplemental Information and Reconciliation of\nNon-GAAP Financial Measures.\n\nManagement Commentary\n\nChief Executive Officer John Mazarakis commented, “First quarter performance\nremained in line with our expectations and we are excited to welcome Schwazze,\nEaze, and Hawthorne to Vireo. We are focused on integration and optimization\nacross the platform while remaining opportunistic with respect to further\nacquisition related growth opportunities.”\n\nRecent Developments\n\nOn March 19, 2026, the Company completed its previously announced acquisition\nof a controlling interest in Vireo Health of Rocky Mountain, LLC through the\nrestructuring of Medicine Man Technologies Inc. (dba Schwazze). In connection\nwith the transaction, the Company acquired 45 dispensaries and two\nmanufacturing facilities located in Colorado and New Mexico.\n\nOn March 22, 2026, the management services agreement previously entered into\nin connection with the Company’s pending acquisition of certain PharmaCann\nInc. assets became effective, pursuant to which the Company began providing\nmanagement services related to the dispensaries to be acquired.\n\nOn April 1, 2026, the Company completed its previously announced merger with\nEaze, Inc. (“Eaze”), with Eaze becoming a wholly owned subsidiary of the\nCompany. In connection with the closing, the Company issued 90,379,591\nsubordinate voting shares as estimated closing consideration, a portion of\nwhich was placed in escrow, subject to customary post-closing adjustments.\nFormer Eaze stockholders may also be eligible to receive additional shares\nbased on the achievement of certain financial targets through December 31,\n2026.\n\nOn April 8, 2026, the Company completed the acquisition of The Hawthorne\nGardening Company LLC and its subsidiaries from The Scotts Miracle-Gro\nCompany. In connection with the transaction, the Company issued 213,000,000\nsubordinate voting shares, a portion of which was placed in escrow, subject to\ncustomary post-closing adjustments. The Company also issued warrants to\npurchase 80,000,000 subordinate voting shares at an exercise price of $0.85\nper share with a five-year term.\n\nOn April 13, 2026, the Company and Glass House Brands Inc. (“Glass House”)\nannounced the execution of a definitive agreement to form a joint venture to\ncombine each party’s California dispensary operations, subject to the\nsatisfaction of regulatory approvals and other customary closing conditions.\nUpon closing, each party is expected to contribute its respective California\nretail operations to the joint venture in exchange for a 50% ownership\ninterest. The joint venture agreement contemplates combining the Company’s\ntwelve dispensaries and home delivery operations located in California and\nacquired from Eaze with Glass House’s eleven California retail locations.\nThe combined retail platform is expected to be supported by a preferential\nsupply agreement with Glass House. Under the terms of the agreement, beginning\nfive years after closing, the Company will have an option to acquire Glass\nHouse’s ownership interest in the joint venture, and Glass House will have a\nreciprocal put right.\n\nOn April 23, 2026, the U.S. Department of Justice announced an order\nreclassifying certain FDA-approved marijuana products and cannabis products\nsubject to qualifying state medical marijuana licenses from Schedule I to\nSchedule III under the Controlled Substances Act. The Department of Justice\nalso announced an administrative hearing process to consider broader\nrescheduling of marijuana. The Company is currently evaluating the potential\nimpact of these developments on its operations, tax position, and financial\nstatements.\n\nOn April 30, 2026, Vireo entered into a definitive arrangement agreement to\nacquire all outstanding shares of FLUENT Corp. (“FLUENT”) in an all-stock\ntransaction, pursuant to which FLUENT shareholders will receive 0.0705359 of a\nsubordinate voting share of Vireo for each FLUENT share. The transaction has\nbeen unanimously approved by the boards of both companies (with interested\ndirectors abstaining from voting) following a review by an independent special\ncommittee of FLUENT and is subject to customary conditions, including FLUENT\nshareholder approval, court and regulatory approvals, as well as the\ncompletion of a debt equitization of approximately $30 million of FLUENT\nindebtedness. The agreement also contains certain covenants and agreements\nregarding the conduct of FLUENT’s business until the closing, including\ncovenants requiring FLUENT and its subsidiaries to manage and operate their\nrespective businesses in accordance with an operating budget that was approved\nby FLUENT’s board of directors and adopted by FLUENT in connection with the\ntransaction.\n\nBalance Sheet and Liquidity\n\nAs of March 31, 2026, total current assets excluding assets held for sale and\nincome taxes receivable were $239.7 million, including cash on hand of $137.8\nmillion. Total current liabilities excluding uncertain tax liabilities were\n$82.0 million. As of March 31, 2026, the Company had a total of 1,173,995,207\nsubordinate voting shares outstanding on the treasury method basis using a\nshare price of $0.50. As of May 12, 2026, the Company had 1,568,115,539\nsubordinate voting shares outstanding on a treasury method basis using a share\nprice of $0.50.\n\nConference Call and Webcast Information\n\nVireo management will host a conference call with research analysts today, May\n12, 2026, at 8:00 a.m. ET (7:00 a.m. CT) to discuss its financial results\nfor its first quarter ended March 31, 2026. Interested parties may attend the\nconference call by dialing 1-800-715-9871 (Toll-Free) (US and Canada) or\n1-646-307-1963 (Toll) (International) and referencing conference ID number\n1197610.\n\nA live audio webcast of this event will also be available in the Events &\nPresentations section of the Company’s Investor Relations website and via\nthe following link:\nhttps://events.q4inc.com/attendee/568347124.\n\nAbout Vireo Growth Inc.\n\nVireo was founded in 2014 as a pioneering medical cannabis company. Vireo is\nbuilding a disciplined, strategically aligned, and execution-focused platform\nin the industry. This strategy drives our intense local market focus while\nleveraging the strength of a national portfolio. We are committed to hiring\nindustry leaders and deploying capital and talent where we believe it will\ndrive the most value. Vireo operates with a long-term mindset, a bias for\naction, and an unapologetic commitment to its customers, employees,\nshareholders, industry collaborators, and the communities it serves. For more\ninformation about Vireo, visit www.vireogrowth.com.\n\nAdditional Information\n\nAdditional information relating to the Company’s first quarter 2026 results\nwill be available on EDGAR and SEDAR+ later today. Vireo refers to certain\nnon-GAAP financial measures such as Earnings Before Interest, Taxes,\nDepreciation and Amortization (EBITDA), Adjusted EBITDA, Adjusted EBITDA\nMargin, Adjusted Gross Profit, and Adjusted Gross Profit Margin in\ncircumstances in which the Company believes that doing so provides additional\nperspective and insights when analyzing the core operating performance of the\nbusiness. These measures do not have any standardized meaning and may not be\ncomparable to similar measures presented by other issuers. Please see the\nSupplemental Information and Reconciliation of Non-GAAP Financial Measures at\nthe end of this news release for more detailed information regarding non-GAAP\nfinancial measures including a reconciliation of each measure to the most\ndirectly comparable GAAP financial measure.\n\nContact Information\n\nJoe Duxbury\nChief Accounting Officer\ninvestor@vireogrowth.com\n(612) 314-8995\n\nForward-Looking Statement Disclosure\n\nThis press release contains “forward-looking information” within the\nmeaning of applicable United States and Canadian securities legislation. To\nthe extent any forward-looking information in this press release constitutes\n“financial outlooks” within the meaning of applicable United States or\nCanadian securities laws, this information is being provided as preliminary\nfinancial results; the reader is cautioned that this information may not be\nappropriate for any other purpose and the reader should not place undue\nreliance on such financial outlooks. Forward-looking information contained in\nthis press release may be identified by the use of words such as “should,”\n“believe,” “estimate,” “would,” “looking forward,” “may,”\n“continue,” “expect,” “expected,” “will,” “likely,”\n“subject to,” and variations of such words and phrases, or any statements\nor clauses containing verbs in any future tense and includes statements\nregarding the Company’s future M&A strategy and optimization of the\nCompany’s business; the Company’s expectations around its pending\ntransactions with PharmaCann and FLUENT and the assets to be acquired\ntherefrom; and expectations around the joint venture involving Glass House and\nthe consummation of the related contributions of California dispensary\noperations by Vireo and Glass House. These statements should not be read as\nguarantees of future performance or results. Forward-looking information\nincludes both known and unknown risks, uncertainties, and other factors which\nmay cause the actual results, performance, or achievements of the Company or\nits subsidiaries to be materially different from any future results,\nperformance, or achievements expressed or implied by the forward-looking\nstatements or information contained in this press release. Financial outlooks,\nas with forward-looking information generally, are, without limitation, based\non the assumptions and subject to various risks as set out herein and in our\nAnnual Report on Form 10-K and our Quarterly Reports on Form 10-Q filed with\nthe Securities Exchange Commission. Our actual financial position and results\nof operations may differ materially from management’s current expectations\nand, as a result, our revenue, EBITDA, Adjusted EBITDA, and cash on hand may\ndiffer materially from the values provided in this press release.\nForward-looking information is based upon a number of estimates and\nassumptions of management, believed but not certain to be reasonable, in light\nof management’s experience and perception of trends, current conditions, and\nexpected developments, as well as other factors relevant in the circumstances,\nincluding assumptions in respect of current and future market conditions, the\ncurrent and future regulatory environment, and the availability of licenses,\napprovals and permits.\n\nAlthough the Company believes that the expectations and assumptions on which\nsuch forward-looking information is based are reasonable, the reader should\nnot place undue reliance on the forward-looking information because the\nCompany can give no assurance that they will prove to be correct. Actual\nresults and developments may differ materially from those contemplated by\nthese statements. Forward-looking information is subject to a variety of risks\nand uncertainties that could cause actual events or results to differ\nmaterially from those projected in the forward-looking information. Such risks\nand uncertainties include, but are not limited to: risks related to risks\nrelated to receipt of necessary regulatory and third-party approvals for\ncompletion of the Company’s pending and proposed transactions; risks and\nuncertainties associated with the pending transactions with PharmaCann and\nFLUENT and the joint venture with Glass House, some of which are beyond the\nCompany’s control; the Company’s ability to maintain relationships with\nsuppliers, customers, employees and other third parties as a result of the\npending transactions with PharmaCann and FLUENT and the joint venture with\nGlass House; the effects of the pending transactions with PharmaCann and\nFLUENT and the joint venture with Glass House on the Company and the interests\nof various constituents; subject to the successful outcome of the pending\ntransactions with PharmaCann and FLUENT and the proposed contributions of\nCalifornia dispensary operations to the Glass House joint venture, the nature,\ncost, impact and outcome of pending and future litigation, other legal or\nregulatory proceedings, or governmental investigations and actions; risks\nrelated to the timing and content of adult-use legislation in markets where\nthe Company currently operates; current and future market conditions,\nincluding the market price of the subordinate voting shares of the Company;\nrisks related to epidemics and pandemics; federal, state, local, and foreign\ngovernment laws, rules, and regulations, including federal and state laws and\nregulations in the United States relating to cannabis operations in the United\nStates and any changes to such laws or regulations; operational, regulatory\nand other risks; execution of business strategy; management of growth;\ndifficulties inherent in forecasting future events; conflicts of interest;\nrisks inherent in an agricultural business; risks inherent in a manufacturing\nbusiness; liquidity and the ability of the Company to raise additional\nfinancing to continue as a going concern; the Company’s ability to meet the\ndemand for flower in its various markets; the Company’s ability to dispose\nof its assets held for sale at an acceptable price or at all; and risk factors\nset out in the Company’s Annual Reports on Form 10-K and Quarterly Reports\non Form 10-Q, which are available on EDGAR with the U.S. Securities and\nExchange Commission and filed with the Canadian securities regulators and\navailable under the Company’s profile on SEDAR+ at www.sedarplus.com.\n\nThe statements in this press release are made as of the date of this release.\nExcept as required by law, we undertake no obligation to update any\nforward-looking statements or forward-looking information to reflect events or\ncircumstances after the date of such statements.\n\n VIREO GROWTH INC. STATE-BY-STATE REVENUE PERFORMANCE THREE MONTHS ENDED MARCH 31, 2026, 2025, 2026 PRO FORMA, AND 2025 PRO FORMA (Amounts Expressed in millions of United States Dollars, Unaudited) \n \n Three Months Ended \n March 31, \n 2026 (pro forma) (1) 2025 (pro forma) (1) $ Change % Change \n Retail: \n MN $ 18.2 $ 11.2 $ 7.0 63 % \n NY 0.8 1.2 (0.4 ) (33 )% \n MD 6.6 6.8 (0.2 ) (3 )% \n UT 12.3 11.2 1.1 10 % \n NV 27.4 23.5 3.9 17 % \n MO 20.7 18.3 2.4 13 % \n CO & NM 54.2 61.9 (7.7 ) (12 )% \n CA 17.8 19.4 (1.6 ) (8 )% \n FL 8.9 4.7 4.2 89 % \n Total Retail $ 166.9 $ 158.2 $ 8.7 5.5 % \n \n Wholesale: \n MN $ — 0.3 (0.3 ) (100 )% \n NY 5.2 0.9 4.3 478 % \n MD 3.4 4.1 (0.7 ) (17 )% \n UT 2.8 2.0 0.8 40% \n NV 0.2 0.2 — — % \n MO 4.7 3.1 1.6 52 % \n CO & NM 0.5 0.4 0.1 25 % \n Total Wholesale $ 16.8 $ 11.0 $ 5.8 53 % \n \n Total Cannabis Revenue $ 183.7 $ 169.2 $ 14.5 9 % \n \n Non-Cannabis Revenue 26.5 30.9 (4.4 ) (14 )% \n \n Total Revenue $ 210.2 $ 200.1 $ 10.1 5 % \n\n(1)Pro forma results give effect to the Acquisitions as if they were completed\non January 1, 2025. Pro forma information has been presented for informational\npurposes only and is not necessarily indicative of the Company’s past\nresults of operations, nor is it indicative of the future operating results of\nthe Company and should not be considered a substitute for the financial\ninformation presented in accordance with GAAP.\n\n \n Three Months Ended \n March 31, \n 2026 2025 $ Change % Change \n Retail: \n MN $ 18.2 $ 11.2 $ 7.0 63 % \n NY 0.8 1.2 (0.4 ) (33 )% \n MD 6.6 6.8 (0.2 ) (3 )% \n UT 12.3 — 12.3 100 % \n NV 27.4 — 27.4 100 % \n MO 20.7 — 20.7 100 % \n CO & NM 3.9 — 3.9 100 % \n Total Retail $ 89.9 $ 19.2 $ 70.7 368 % \n \n Wholesale: \n MN $ — $ 0.3 (0.3 ) (100 )% \n NY 5.2 0.9 4.3 478 % \n MD 3.4 4.1 (0.7 ) (17 )% \n UT 2.8 — 2.8 100 % \n NV 0.2 — 0.2 100 % \n MO 4.7 — 4.7 100 % \n Total Wholesale $ 16.3 $ 5.3 $ 11.0 208 % \n \n Total Revenue $ 106.2 $ 24.5 $ 81.7 333 % \n\n\n\nSupplemental Information and Reconciliation of Non-GAAP Financial Measures\n\nVireo management occasionally elects to provide certain non-GAAP financial\nmeasures such as Earnings Before Interest, Taxes, Depreciation and\nAmortization (EBITDA), Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Gross\nProfit, and Adjusted Gross Profit Margin. EBITDA, Adjusted EBITDA, Adjusted\nEBITDA Margin, Adjusted Gross Profit, and Adjusted Gross Profit Margin are\nnon-GAAP measures and do not have standardized definitions under GAAP. The\nfollowing information provides reconciliations of the supplemental non-GAAP\nfinancial measures presented herein to the most directly comparable financial\nmeasures calculated and presented in accordance with GAAP. The Company has\nprovided the non-GAAP financial measures, which are not calculated or\npresented in accordance with GAAP, as supplemental information and in addition\nto the financial measures that are calculated and presented in accordance with\nGAAP. These supplemental non-GAAP financial measures should not be considered\nsuperior to, as a substitute for or as an alternative to, and should be\nconsidered in conjunction with, the GAAP financial measures presented.\n\nReconciliation of Net Loss to EBITDA and Adjusted EBITDA\n\nWe have included this information as management believes certain investors use\nthis information to evaluate our performance in comparison to other cannabis\ncompanies. The table below provides a reconciliation of net loss to EBITDA and\nto Adjusted EBITDA for both our cannabis and non-cannabis operations on a pro\nforma basis.\n\n \n Three Months Ended \n March 31, \n Cannabis Operations 2026 2025 2026 (pro-forma) (1) 2025 (pro-forma) (1) \n Net income (loss) $ (20.3 ) $ (6.5 ) $ (28.1 ) $ (9.9 ) \n Interest expense, net 7.8 7.6 14.7 18.1 \n Income taxes 16.1 1.7 16.1 7.1 \n Depreciation & Amortization 3.8 0.2 9.8 8.7 \n Depreciation and amortization included in cost of sales 2.9 0.6 2.9 0.6 \n EBITDA (non-GAAP) $ 10.3 $ 3.6 $ 15.4 $ 24.6 \n Non-cash inventory adjustments 0.5 0.4 0.5 0.4 \n Grown Rogue termination fee included in cost of goods sold — 0.3 — 0.3 \n Change in the fair value of contingent consideration 5.5 — 5.5 — \n Stock-based compensation 7.0 1.5 7.0 1.5 \n Transaction related expenses 8.7 1.2 10.0 3.5 \n Other (income) expense 0.7 (0.8 ) 1.0 (0.7 ) \n Severance expense — 0.4 0.2 0.6 \n Loss on disposal of assets — — 0.5 0.1 \n Adjusted EBITDA (non-GAAP) $ 32.7 $ 6.6 $ 40.1 $ 30.3 \n\n\n\n \n Three Months Ended \n March 31, \n Non-Cannabis Operations 2026 (pro-forma) (1) 2025 (pro-forma) (1) \n Net income (loss) $ 1.1 $ 0.6 \n Depreciation & Amortization 0.5 0.9 \n Depreciation and amortization included in cost of sales 0.1 0.1 \n EBITDA (non-GAAP) $ 1.7 $ 1.6 \n Stock-based compensation 0.4 0.6 \n Adjusted EBITDA (non-GAAP) $ 2.1 $ 2.2 \n\n(1)Pro forma results give effect to the acquisitions of Deep Roots, Proper,\nWholesome, Schwazze, Eaze, PharmaCann, and Hawthorne (the “Acquisitions”)\nas if they were completed on January 1, 2025. Pro forma information has been\npresented for informational purposes only and is not necessarily indicative of\nthe Company’s past results of operations, nor is it indicative of the future\noperating results of the Company and should not be considered a substitute for\nthe financial information presented in accordance with GAAP.\n\nThe financial information reported in this news release is based on the\nCompany’s unaudited financial statements for the three months ended March\n31, 2026, and 2025. All financial information contained in this news release\nis qualified in its entirety with reference to such financial statements. To\nthe extent that the financial information contained in this news release is\ninconsistent with the information contained in the Company’s unaudited\nfinancial statements, the financial information contained in this news release\nshall be deemed to be modified or superseded by the Company’s unaudited\nfinancial statements. The making of a modifying or superseding statement shall\nnot be deemed an admission for any purposes that the modified or superseded\nstatement, when made, constituted a misrepresentation for purposes of\napplicable securities laws.\n\n\n\n VIREO GROWTH INC. CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2026 AND DECEMBER 31, 2025 (Amounts Expressed in millions of United States Dollars, Unaudited and Condensed) \n \n March 31, December 31, \n 2026 2025 \n Assets \n Current assets: \n Cash $ 122.4 $ 102.2 \n Restricted cash 15.4 20.3 \n Marketable securities 1.0 1.0 \n Accounts receivable, net of credit losses of $1.8 million and $1.3 million, respectively 16.1 13.8 \n Income tax receivable 18.3 22.8 \n Inventory 76.1 60.0 \n Prepayments and other current assets 6.5 3.8 \n Warrants held 0.9 1.7 \n Notes receivable 1.3 79.2 \n Assets held for sale 0.3 0.3 \n Total current assets 258.3 305.1 \n Property and equipment, net 232.3 217.5 \n Operating lease, right-of-use asset 84.2 53.4 \n Intangible assets, net 194.0 117.5 \n Goodwill 123.8 87.5 \n Investments 6.0 6.0 \n Deposits 4.4 4.4 \n Indemnified tax assets 25.8 25.8 \n Total assets $ 928.8 $ 817.2 \n Liabilities \n Current liabilities \n Accounts payable and accrued liabilities $ 58.3 $ 50.3 \n Convertible debt, current portion 1.3 1.3 \n Long-term debt, current portion 16.3 16.3 \n Right of use liability, current 6.1 3.6 \n Uncertain tax liability 133.8 120.0 \n Derivative liability — 0.2 \n Total current liabilities 215.8 191.7 \n Right-of-use liability 174.4 146.3 \n Long-term debt, net 197.3 127.6 \n Convertible debt, net 8.3 8.6 \n Contingent consideration 30.0 24.4 \n Deferred tax liabilities 8.1 10.2 \n Other long-term liabilities 0.8 1.0 \n Total liabilities 634.7 509.8 \n \n Commitments and contingencies \n \n Stockholders’ equity \n Subordinate Voting Shares ($- par value, unlimited shares authorized; 1,057,201,771 shares issued and outstanding at March 31, 2026, and 1,057,131,571 at December 31, 2025) — — \n Multiple Voting Shares ($- par value, unlimited shares authorized; 232,490 shares issued and outstanding at March 31, 2026 and 233,192 at December 31, 2025) — — \n Additional paid in capital 614.0 607.0 \n Accumulated deficit (319.9 ) (299.6 ) \n Total stockholders' equity $ 294.1 $ 307.4 \n Total liabilities and stockholders' equity $ 928.8 $ 817.2 \n\n\n\n VIREO GROWTH INC. CONSOLIDATED STATEMENTS OF OPERATIONS THREE MONTHS ENDED MARCH 31, 2026 AND 2025 (Amounts Expressed in millions of United States Dollars, Unaudited and Condensed) \n \n Unaudited Three Months Ended March 31, \n 2026 2025 \n Revenue $ 106.2 $ 24.5 \n Cost of sales \n Product costs 46.4 11.7 \n Non-cash product costs 0.2 — \n Inventory valuation adjustments 0.3 0.4 \n Gross profit 59.3 12.4 \n Operating expenses: \n Selling, general and administrative expenses 30.8 7.4 \n Transaction related expenses 8.7 1.2 \n Stock-based compensation expenses 7.0 1.5 \n Depreciation 1.1 0.1 \n Amortization 2.7 0.2 \n Total operating expenses 50.3 10.4 \n \n Income (loss) from operations 9.0 2.0 \n \n Other income (expense): \n Interest expenses, net (4.2 ) (4.0 ) \n Interest expense on finance lease liabilities - Minnesota & New York (3.6 ) (3.6 ) \n Gain (loss) on change in the fair value of contingent consideration (5.5 ) — \n Derivative gain (loss) 0.1 — \n Other income (expenses) — 0.8 \n Other income (expenses), net (13.2 ) (6.8 ) \n \n Loss before income taxes (4.2 ) (4.8 ) \n \n Deferred income tax recoveries (expenses) 2.2 — \n Current income tax expenses (18.3 ) (1.7 ) \n Net loss and comprehensive loss (20.3 ) (6.5 ) \n Net loss per share - basic and diluted $ (0.02 ) $ (0.02 ) \n Weighted average shares used in computation of net loss per share - basic and diluted 1,080,450,771 366,800,177 \n\n\n\n VIREO GROWTH INC. CONSOLIDATED STATEMENTS OF CASH FLOWS THREE MONTHS ENDED MARCH 31, 2026 AND 2025 (Amounts Expressed in millions of United States Dollars, Unaudited and Condensed) \n \n Three Months Ended March 31, \n 2026 2025 \n CASH FLOWS FROM OPERATING ACTIVITIES \n Net loss $ (20.3 ) $ (6.5 ) \n Adjustments to reconcile net loss to net cash used in operating activities: \n Non-cash amortization of inventory step up included in product costs 0.2 — \n Inventory valuation adjustments 0.3 0.4 \n Depreciation 1.1 0.1 \n Depreciation capitalized into inventory 2.9 0.5 \n Non-cash operating lease expense 1.1 0.1 \n Amortization of intangible assets 2.7 0.2 \n Stock-based compensation 7.0 1.3 \n Warrants held 0.8 0.5 \n Derivative (gain) loss (0.1 ) — \n Interest Expense 1.1 1.2 \n Bad debt expense 0.1 — \n Accretion of interest on right-of-use finance lease liabilities — 0.1 \n (Gain) loss on change in the fair value of contingent consideration 5.5 — \n Change in operating assets and liabilities: \n Accounts Receivable (1.1 ) 0.6 \n Prepaid expenses (2.0 ) (0.1 ) \n Inventory (2.2 ) (2.0 ) \n Income taxes 4.5 0.7 \n Deferred income tax expense (benefit) (2.2 ) — \n Uncertain tax position liabilities 13.8 1.6 \n Accounts payable and accrued liabilities — 1.8 \n Changes in operating lease liabilities (1.3 ) (0.4 ) \n Change in assets and liabilities held for sale — (3.5 ) \n Net cash provided by (used in) operating activities 11.9 (3.4 ) \n \n CASH FLOWS FROM INVESTING ACTIVITIES: \n Purchases of property, plant, and equipment (10.8 ) (1.1 ) \n Acquisition of Schwazze, net of cash received 18.2 — \n Capitalized software development costs (0.5 ) — \n Deposits 1.1 — \n Net cash provided by (used in) investing activities 8.0 (1.1 ) \n \n CASH FLOWS FROM FINANCING ACTIVITIES \n Debt principal payments (4.5 ) (0.9 ) \n Lease principal payments (0.1 ) — \n Net cash provided by (used in) financing activities (4.6 ) (0.9 ) \n \n Net change in cash 15.3 (5.4 ) \n \n Cash and restricted cash, beginning of period 122.5 91.6 \n \n Cash and restricted cash, end of period $ 137.8 $ 86.2 \n\n\n\n(https://www.globenewswire.com/NewsRoom/AttachmentNg/d01c0dca-8260-48c8-8ead-e09111cf57b5)\n\n\n\nGlobeNewswire, Inc. 2026"},"type":"article","timestamp":"2026-05-12T11:30:01.611825806Z","server_sent_at_ms":1778585401611},"received_at":"2026-05-12T11:30:01.859Z","source_url":null},"analysis":null,"durationMs":null,"modelName":null}}