Exempt Offering Notice · D

Vireo Growth Inc.

VREOCSEEQUITYCurrent

Exempt Offering Notice

Filed Oct 7, 2026Accepted Oct 7, 2026, 10:03 AM EDTFiling CIK 1771706Accession 0001771706-26-000009

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Structured filing — D

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Issuer

Name: Vireo Growth Inc.
CIK: 0001771706
Entity type: Corporation
Jurisdiction: BRITISH COLUMBIA, CANADA
Phone: 612-999-1606
Street: 207 SOUTH 9TH STREET
City: MINNEAPOLIS
State / country code: MN
State / country: MINNESOTA
Postal code: 55402
Incorporated more than five years ago: true
Previous EDGAR names: Goodness Growth Holdings, Inc. · Vireo Health International, Inc.

Related person 1

First name: John
Last name: Mazarakis
Relationships: Executive Officer · Director
Relationship clarification: [blank]
Street: 207 South 9th Street
City: Minneapolis
State / country code: MN
State / country: MINNESOTA
Postal code: 55402

Related person 2

First name: Kyle
Last name: Kingsley
Relationships: Director
Relationship clarification: [blank]
Street: 207 South 9th Street
City: Minneapolis
State / country code: MN
State / country: MINNESOTA
Postal code: 55402

Related person 3

First name: Judd
Last name: Nordquist
Relationships: Director
Relationship clarification: [blank]
Street: 207 South 9th Street
City: Minneapolis
State / country code: MN
State / country: MINNESOTA
Postal code: 55402

Related person 4

First name: Ross
Last name: Hussey
Relationships: Director
Relationship clarification: [blank]
Street: 207 South 9th Street
City: Minneapolis
State / country code: MN
State / country: MINNESOTA
Postal code: 55402

Related person 5

First name: Victor
Middle name: E.
Last name: Mancebo
Relationships: Director
Relationship clarification: [blank]
Street: 207 South 9th Street
City: Minneapolis
State / country code: MN
State / country: MINNESOTA
Postal code: 55402

Related person 6

First name: Tyson
Last name: Macdonald
Relationships: Executive Officer
Relationship clarification: [blank]
Street: 207 South 9th Street
City: Minneapolis
State / country code: MN
State / country: MINNESOTA
Postal code: 55402

Related person 7

First name: Michael
Last name: Steiner
Relationships: Director
Relationship clarification: [blank]
Street: 207 South 9th Street
City: Minneapolis
State / country code: MN
State / country: MINNESOTA
Postal code: 55402

Related person 8

First name: Chris
Last name: Hagedorn
Relationships: Director
Relationship clarification: [blank]
Street: 207 South 9th Street
City: Minneapolis
State / country code: MN
State / country: MINNESOTA
Postal code: 55402

Offering

Industry: Other
Revenue range: Decline to Disclose
Exemption codes: 06b
Amendment: false
First sale date: 2026-09-24
Offering lasts more than one year: false
Equity securities: true
Business combination: false
Business combination clarification: [blank]
Minimum investment accepted: 0
Total offering amount: 7,500,001
Amount sold: 7,500,001
Remaining amount: 0
Amount clarification: [blank]
Non-accredited investors reported: false
Investors already participating: 2

Commissions, fees and proceeds

Sales commissions: 0
Finders’ fees: 0
Commission / fee clarification: [blank]
Gross proceeds used: 0
Use of proceeds clarification: In the ordinary course of business, the issuer may use some of the proceeds of the offering to pay salaries to certain of its executive officers and directors.

Signature authorization

Authorized representative: false

Signature 1

Issuer: Vireo Growth Inc.
Signer: Tyson Macdonald
Signed: /s/ Tyson Macdonald
Title: Chief Financial Officer
Date: 2026-10-07

Company context

Vireo Growth Inc. (CSE: VREO; OTCQX: VREOF) is a leading vertically integrated cannabis company building a broad platform across cannabis and adjacent agricultural markets. The Company operates cultivation, manufacturing, retail dispensaries, home delivery, distribution, and agricultural supply businesses across the United States, creating exposure to both cannabis and complementary adjacent markets. With operations in 10 states and approximately 170 dispensaries nationwide, Vireo combines disciplined capital allocation, strategic acquisitions, and local market execution to scale its platform and drive long-term shareholder value. The Company is focused on expanding market share and strengthening its portfolio of consumer brands and services, while supporting the customers, employees, shareholders, and communities it serves. For more information about Vireo, visit www.vireogrowth.com.

Current securities

VREOCSE · EQUITY · Current

Historical securities (2)

VREONEO · EQUITY · Historical · closed Oct 1, 2024 VREODOTC · EQUITY · Historical · closed Jul 2, 2026

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