Vireo Growth Inc.

Item 1.01 Entry into a Material Definitive Agreement On July 19, 2026, Vireo Health of Arcadia, LLC (“Vireo Health”), a wholly owned subsidiary of Vireo Growth Inc. (the “Company”), entered into a purchase agreement (the “Purchase Agreement”) with Columbia Care LLC (“Columbia Care”), The Cannabist Company Holdings Inc. (“Cannabist”) and certain of their affiliates that own and operate cannabis businesses in Colorado, Illinois, Massachusetts, New Jersey and West Virginia (collectively, the “Seller Parties,” and each such state, a “Market” and collectively, the “Markets”). Cannabist and an affiliate are debtors in a proceeding under the Companies’ Creditors Arrangement Act (Canada) (the “Canadian Proceeding”) pending before the Ontario Superior Court of Justice (Commercial List) (the “Canadian Court”). The Purchase Agreement and the transactions contemplated thereby are being implemented in connection with, and are subject to approval by, the Canadian Court pursuant to a sale order (the “Sale Order”). Pursuant to the Purchase Agreement, in each Market, Vireo Health agreed to acquire from Columbia Care all of the equity interests of specified subsidiaries and to acquire from other Seller Parties certain assets used in the Seller Parties’ cannabis businesses in that Market, and to assume all related liabilities (other than specified excluded liabilities). Prior to the applicable closing in each Market, the Seller Parties will complete an internal reorganization so that Columbia Care beneficially owns all of the equity interests being sold in that Market and the assets and liabilities to be transferred at such closing are held by the applicable entities. The aggregate consideration payable under the Purchase Agreement will consist of up to approximately $18.75 million in cash paid at one or more closings in the Markets, up to approximately $16.25 million owing under one or more loan and security agreements (the “Loan Agreements”) entered into by certain affiliates of Vireo Health in favor of Columbia Care as seller financing. The Loan Agreements will be secured by liens on certain assets and equity interests of the borrowers and the acquired companies and will provide for automatic increases and decreases in principal to reflect the allocation of purchase price to subsequent Market closings and customary post-closing purchase price adjustments. The Purchase Agreement also includes provisions relating to minimum cash levels at dispensary locations, the ability of Vireo Health to fund pre-closing cash shortfalls at such locations (which, to the extent funded by Vireo Health, are credited toward payment of the purchase price), and the replacement or assumption of certain guarantees, letters of credit and similar financial assurance obligations of the Seller Parties, together with related indemnification arrangements that are secured by a right to set off against amounts outstanding under the Loan Agreements. Closings under the Purchase Agreement are expected to occur on a Market-by-Market basis through calendar year 2026 and into calendar year 2027 as the conditions to closing for each Market are satisfied or waived. The obligations of the parties to consummate the transactions in each Market are subject to customary conditions, including the entry of the Sale Order by the Canadian Court, receipt of required approvals from applicable cannabis regulatory authorities and other governmental entities (including approvals relating to the transfer of ownership of the acquired entities and assets and the transfer or issuance of licenses and permits), the accuracy of specified representations and warranties, the performance in all material respects of covenants by the parties and the absence of specified material adverse effects, as well as additional conditions applicable to particular Markets, including, in New Jersey, the settlement of specified disputes with a local governmental authority and the completion of certain reorganization steps. The Purchase Agreement includes customary covenants regarding, among other things, the conduct of the business prior to closing and efforts to obtain required regulatory approvals and third-party consents. The Purchase Agreement may be terminated in whole or, in certain circumstances, with respect to one or more individual Markets, including by mutual consent, by either Vireo Health or Columbia Care in the event of certain uncured breaches by the other parties, by either Vireo Health or Columbia Care if the closing for a Market has not occurred on or before July 19, 2027, subject to certain limitations, and in certain other specified circumstances, including in connection with changes in the Canadian Proceeding and, with respect to certain medical licenses issued by the Massachusetts Cannabis Control Commission, unilaterally by Columbia Care. The foregoing description of the Purchase Agreement and the transactions contemplated thereby is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure On July 20, 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 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 “SEC”), 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 Exchange Act.