VREOF / Vireo Growth Inc. - SEC申報文件，年度報告，委任書

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): May 29, 2026 VIREO GROWTH INC. (E

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): May 29, 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

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): May 26, 2026 VIREO GROWTH INC. (E

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): May 26, 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

Vireo Growth Inc. Exercises Option to Purchase New York Facility from Innovative Industrial Properties

Exhibit 99.1 Vireo Growth Inc. Exercises Option to Purchase New York Facility from Innovative Industrial Properties MINNEAPOLIS, Minnesota, May 26, 2026 - Vireo Growth Inc. (CSE: VREO) (OTCQX: VREOF) (“Vireo” or the “Company”), today announced that its subsidiary, 256 County Route 117 Perth LLC (the “Buyer”), completed the acquisition of premises located at 256 County Route 117 in Perth, NY (the “

Vireo Growth Inc. Announces First Quarter 2026 Results Q1 GAAP revenue of $106.2 million increased 333.5% year-over-year, driven by recently closed M&A transactions Moves to 4th largest cannabis company on a pro forma basis by revenue Closed the Schw

Exhibit 99.1 Vireo Growth Inc. Announces First Quarter 2026 Results Q1 GAAP revenue of $106.2 million increased 333.5% year-over-year, driven by recently closed M&A transactions Moves to 4th largest cannabis company on a pro forma basis by revenue Closed the Schwazze acquisition and executed the PharmaCann MSA during the quarter Closed the Eaze and Hawthorne acquisitions subsequent to quarter end

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

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): May 12, 2026 VIREO GROWTH INC. (E

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): May 12, 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

FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT

Exhibit 10.3 EXECUTION VERSION CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT This First Amendment to Asset Purchase Agreement (together with Exhibit A-1, this “Amendment”), i

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): April 29, 2026 VIREO GROWTH INC.

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): April 29, 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 (Commissio

Vireo Growth to Acquire FLUENT in All-Stock Transaction

Exhibit 99.1 Vireo Growth to Acquire FLUENT in All-Stock Transaction MINNEAPOLIS, Minnesota and TAMPA, Florida, April 30, 2026 - Vireo Growth Inc. (CSE: VREO) (OTCQX: VREOF) (“Vireo”), a multi-state cannabis operator, and FLUENT Corp. (CSE: FNT.U) (OTCQB: CNTMF) (“FLUENT” or the “Company”), a vertically-integrated, multi-state cannabis company, today announced that they have entered into a definit

Arrangement Agreement VIREO GROWTH INC. - and - FLUENT Corp.

Exhibit 2.1 CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Arrangement Agreement VIREO GROWTH INC. - and - FLUENT Corp. April 29, 2026 TABLE OF CONTENTS Article 1 INTERPRETATION 1.1 Definitions 1 1.2 Currency 24 1.3 Int

As filed with the Securities and Exchange Commission on April 22, 2026

As filed with the Securities and Exchange Commission on April 22, 2026 Registration No.

Security Type

Calculation of Filing Fee Tables S-3 Vireo Growth Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A   PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy St

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant   ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒

ARS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to . Commission file number 000-56225 VIREO GROWTH

Vireo Growth Inc. Announces Acquisition of The Hawthorne Gardening Company from The Scotts Miracle-Gro Company Transaction further strengthens the Company’s balance sheet with approximately US$110 million of combined cash and net working capital Cons

Exhibit 99.1 Vireo Growth Inc. Announces Acquisition of The Hawthorne Gardening Company from The Scotts Miracle-Gro Company Transaction further strengthens the Company’s balance sheet with approximately US$110 million of combined cash and net working capital Consideration of 213 million shares at a deemed price of US$0.60 and 80 million warrants at US$0.85 strike price Company has nominated Scotts

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): April 8, 2026 VIREO GROWTH INC. (

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): April 8, 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

INVESTOR RIGHTS AGREEMENT

Exhibit 10.1 EXECUTION VERSION CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INVESTOR RIGHTS AGREEMENT This Investor Rights Agreement (this “Agreement”) is made and entered into as of April 8, 2026, by and between Vire

SECURITIES pURCHASE AGREEMENT by and among VIREO GROWTH INC., PROLIFIC SUPPLY LLC, THE SCOTTS MIRACLE-GRO COMPANY SMG Growing Media LLC Dated as of April 8, 2026 Table of Contents

Exhibit 2.1 EXECUTION VERSION CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SECURITIES pURCHASE AGREEMENT by and among VIREO GROWTH INC., PROLIFIC SUPPLY LLC, THE SCOTTS MIRACLE-GRO COMPANY and SMG Growing Media LLC Da

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Exhibit 4.1 EXECUTION VERSION CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SE

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): March 31, 2026 VIREO GROWTH INC.

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): March 31, 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 (Commissio

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

Exhibit 10.2 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT This Second Amendment to Employment Agreement (“Second Amendment”) is made effective as of April 1, 2026 (the “Second Amendment Effective Date”) by and between Vireo Growth Inc., a British Columbia corporation (the “Company”) and John Mazarakis, an individual residing in the State of Florida (“Employee”) (collectively “Parties” or individually

AMENDMENT TO AGREEMENT AND PLAN OF MERGER

Exhibit 2.2 EXECUTION VERSION AMENDMENT TO AGREEMENT AND PLAN OF MERGER This Amendment to Agreement and Plan of Merger (this “Amendment”), dated as of April 1, 2026, is entered into by and among Vireo Growth Inc., a British Columbia corporation (“Parent”), Simple Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Eaze Inc., a Delaware corporation (t

Vireo Growth Inc. Partners with Ace Ventures to Establish New York’s First Minority-owned Vertically Integrated Medical Cannabis Operator Majority ownership of Vireo Health of New York to transfer to MWBE-led Ace Ventures; partnership reinforces long

Exhibit 99.2 Vireo Growth Inc. Partners with Ace Ventures to Establish New York’s First Minority-owned Vertically Integrated Medical Cannabis Operator Majority ownership of Vireo Health of New York to transfer to MWBE-led Ace Ventures; partnership reinforces long-term alignment with New York’s social equity framework MINNEAPOLIS – April 3, 2026 – Vireo Growth Inc. (“Vireo”) (CSE: VREO; OTCQX: VREO

Vireo Growth Inc. Closing of Acquisition of Eaze Inc. Transaction expands Vireo’s operating footprint to 10 states with over 160 dispensaries and approximately 800,000 sq. ft. of cultivation and production Acquisition adds an incremental 15 dispensar

Exhibit 99.1 Vireo Growth Inc. Closing of Acquisition of Eaze Inc. Transaction expands Vireo’s operating footprint to 10 states with over 160 dispensaries and approximately 800,000 sq. ft. of cultivation and production Acquisition adds an incremental 15 dispensaries to Company’s retail footprint in Colorado Eaze’s delivery platform expected to enhance Company’s IP portfolio with a robust presence

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant   ☐ Check the appropriate box: ☒ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  ☐

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): March 24, 2026 VIREO GROWTH INC.

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): March 24, 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 (Commissio

Vireo Growth Inc. Announces Effectiveness of Management Services Agreement with PharmaCann Inc. Management Services Agreement went into effect on March 22, 2026, allowing Vireo to manage certain PharmaCann Colorado assets through closing, which is ex

Exhibit 99.1 Vireo Growth Inc. Announces Effectiveness of Management Services Agreement with PharmaCann Inc. Management Services Agreement went into effect on March 22, 2026, allowing Vireo to manage certain PharmaCann Colorado assets through closing, which is expected in Q2’26 MINNEAPOLIS – March 30, 2026 – Vireo Growth Inc. (CSE: VREO; OTCQX: VREOF) (“Vireo” or the “Company”) today announced an

THIRD AMENDMENT TO ASSET PURCHASE AGREEMENT

Exhibit 2.4 EXECUTION VERSION CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THIRD AMENDMENT TO ASSET PURCHASE AGREEMENT THIS THIRD AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”) is made and entered into effec

  SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT

  Exhibit 2.3   EXECUTION VERSION   CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.   SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT   THIS SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”) is made and entere

FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT

Exhibit 2.2 EXECUTION VERSION FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”) is made and entered into effective as of January 29, 2026, by and between Vireo Health of Rocky Mountain, LLC, a Delaware limited liability company (“Buyer”), and Chicago Atlantic Admin, LLC, a Delaware limited liability company (the “Collateral Agent”). Eac

LOAN AND SECURITY AGREEMENT

Exhibit 10.2 CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS "[***]") HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT is dated as of March 19, 2026 (the “Closing Date”), and is among VIREO HEALTH OF ROCKY MOUNTAIN, LL

FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT

Exhibit 10.1 CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of February 26, 2026, among C

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): March 19, 2026 VIREO GROWTH INC.

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): March 19, 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 (Commissio

ASSET PURCHASE AGREEMENT BY AND AMONG VIREO HEALTH OF ROCKY MOUNTAIN, LLC, CHICAGO ATLANTIC ADMIN, LLC, MEDICINE MAN TECHNOLOGIES, INC. THE OTHER PARTIES NAMED HEREIN DATED AS OF NOVEMBER 13, 2025 TABLE OF CONTENTS

Exhibit 2.1 Execution Version CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. ASSET PURCHASE AGREEMENT BY AND AMONG VIREO HEALTH OF ROCKY MOUNTAIN, LLC, CHICAGO ATLANTIC ADMIN, LLC, MEDICINE MAN TECHNOLOGIES, INC. AND TH

Vireo Growth Inc. Announces Closing of Acquisition of Assets of Schwazze – Vireo acquires 24 dispensaries in Colorado, 21 dispensaries in New Mexico and 1 manufacturing facility in each of Colorado and New Mexico at an assumed share price of $0.661 –

Exhibit 99.1 Vireo Growth Inc. Announces Closing of Acquisition of Assets of Schwazze – Vireo acquires 24 dispensaries in Colorado, 21 dispensaries in New Mexico and 1 manufacturing facility in each of Colorado and New Mexico at an assumed share price of $0.661 – Justin Dye to become Chairman of Vireo’s Colorado and New Mexico business – Forrest Hoffmaster announced as CEO of Vireo’s Colorado and

2

Exhibit 10.75 Sean Apfelbaum XXXXXX XXXXXX July 28, 2025 Dear Sean, Offer and Position We are very pleased to extend an offer of employment to you for the position of General Counsel at Vireo Growth Inc. (the “Company”). This offer of employment is conditioned on your satisfactory completion of certain requirements, as more fully explained in this letter. Your employment is subject to the terms an

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Exhibit 10.62 THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON SETTLEMENT HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT)”, OR ANY U.S. STATE SECURITIES LAWS. THE HOLDER HEREOF, BY ACQUIRING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TR

AGREEMENT AND PLAN OF MERGER by and among VIREO GROWTH INC., SIMPLE MERGER SUB INC., EAZE INC., FOUNDERSJT LLC, AS THE STOCKHOLDER REPRESENTATIVE Dated as of December 22, 2025

Exhibit 2.12 AGREEMENT AND PLAN OF MERGER by and among VIREO GROWTH INC., SIMPLE MERGER SUB INC., EAZE INC., and FOUNDERSJT LLC, AS THE STOCKHOLDER REPRESENTATIVE Dated as of December 22, 2025 Table of Contents Page Article I. Definitions‌2 Article II. The Merger‌24 Section 2.01 The Merger‌24 Section 2.02 Closing‌24 Section 2.03 Closing Deliverables‌25 Section 2.04 Effective Time‌27 Section 2.05 E

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): March 17, 2026 VIREO GROWTH INC.

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): March 17, 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 (Commissio

ASSET PURCHASE AGREEMENT

Exhibit 10.73 CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Execution Version ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (together with any exhibits, schedules, attachments or amendments, this “Agreement”),

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Exhibit 10.60 THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON SETTLEMENT HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT)”, OR ANY U.S. STATE SECURITIES LAWS. THE HOLDER HEREOF, BY ACQUIRING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TR

Vireo Growth Inc. Announces Fourth Quarter 2025 Results Q4 GAAP revenue of $104.5 million increased 317.7% year-over-year, driven by recently closed M&A transactions On a pro forma basis, Q4 same store sales increased 22% year-over-year and wholesale

Exhibit 99.1 Vireo Growth Inc. Announces Fourth Quarter 2025 Results Q4 GAAP revenue of $104.5 million increased 317.7% year-over-year, driven by recently closed M&A transactions On a pro forma basis, Q4 same store sales increased 22% year-over-year and wholesale revenue increased 55% year-over-year; excluding Minnesota, same store sales increased 11.3% year-over-year Announced the pending acquisi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to . Commission file number 000-5

VIREO GROWTH INC. 2019 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT (Restricted Stock Unit Award)

exhibit 10.56 VIREO GROWTH INC. 2019 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT (Restricted Stock Unit Award) 1. NOTICE OF GRANT Name of Participant: <> Number of Restricted Stock Units: <> Date of Grant: <> Vesting Schedule: Subject to the terms of this Agreement and the Vireo Health International Inc. 2019 Equity Incentive Plan as it currently exists or as it is amended in the future

Place of incorporation

Exhibit 21.1 SUBSIDIARIES Subsidiary Place of incorporation HiColor, LLC Minnesota, USA MaryMed, LLC Maryland, USA Vireo Health of Minnesota, LLC Minnesota, USA MJ Distributing C201, LLC Nevada, USA MJ Distributing P132, LLC Nevada, USA Resurgent Biosciences, Inc. Delaware, USA Verdant Grove, Inc. Delaware, USA Vireo Health de Puerto Rico, Inc. Puerto Rico CO Acquisition Vehicle, LLC Delaware, USA

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): December 22, 2025 VIREO GROWTH IN

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): December 22, 2025 VIREO GROWTH INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of Incorporation) 000-56225 82-3835655 (Commis

Vireo Growth Inc. Enters California and Florida and Strengthens Delivery Platforms with Acquisition of Eaze Inc. Transaction will expand Vireo’s operating footprint to 10 states with 166 dispensaries and approximately 800,000 sq. ft. of cultivation a

Exhibit 99.1 Vireo Growth Inc. Enters California and Florida and Strengthens Delivery Platforms with Acquisition of Eaze Inc. Transaction will expand Vireo’s operating footprint to 10 states with 166 dispensaries and approximately 800,000 sq. ft. of cultivation and production Acquisition also will add an incremental 14 dispensaries to Company’s retail footprint in Colorado Eaze’s delivery platform

INVESTOR RIGHTS AGREEMENT

Exhibit 10.1 Exhibit G INVESTOR RIGHTS AGREEMENT This Investor Rights Agreement (this “Agreement”) is made and entered into as of [●], 2026, by and among Vireo Growth Inc., a British Columbia corporation (the “Parent”), and the stockholders of Eaze Inc., a Delaware corporation (the “Company”), signatory hereto (each a “Stockholder” and collectively, the “Stockholders”), in connection with the Agre

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): December 19, 2025 VIREO GROWTH IN

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): December 19, 2025 VIREO GROWTH INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of Incorporation) 000-56225 82-3835655 (Commis

Vireo Growth Inc. to Acquire Additional Outstanding Senior Secured Convertible Notes of Schwazze

Exhibit 99.1 Vireo Growth Inc. to Acquire Additional Outstanding Senior Secured Convertible Notes of Schwazze MINNEAPOLIS – December 19, 2025 – Vireo Growth Inc. (“Vireo”) (CSE: VREO; OTCQX: VREOF) (“Vireo” or the “Company”) today announced that it plans to acquire additional outstanding senior secured convertible notes (the “Notes”) of Medicine Man Technologies Inc. (dba “Schwazze”) from third-pa

Vireo Growth Inc. Enters into Definitive Agreement to Acquire Certain Assets of PharmaCann Inc. Acquired assets further optimize Vireo’s operating footprint in Colorado with addition of 17 dispensaries Transaction expands Vireo’s leadership position

Exhibit 99.1 Vireo Growth Inc. Enters into Definitive Agreement to Acquire Certain Assets of PharmaCann Inc. Acquired assets further optimize Vireo’s operating footprint in Colorado with addition of 17 dispensaries Transaction expands Vireo’s leadership position in the Colorado retail market with 41 total dispensaries Parties also enter into Management Services Agreement through closing which is e

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): December 16, 2025 VIREO GROWTH IN

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): December 16, 2025 VIREO GROWTH INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of Incorporation) 000-56225 82-3835655 (Commis

VIREO GROWTH INC. 114,807,815 Subordinate Voting Shares

Filed Pursuant to Rule 424(b)(3) Registration No. 333-292025 PROSPECTUS VIREO GROWTH INC. 114,807,815 Subordinate Voting Shares This prospectus relates to the resale, from time to time, by the selling securityholders named in this prospectus (the “Selling Securityholders”) of up to an aggregate of 114,807,815 of our subordinate voting shares, no par value (the “Subordinate Voting Shares”), issued

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): November 13, 2025 VIREO GROWTH IN

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): November 13, 2025 VIREO GROWTH INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of Incorporation) 000-56225 82-3835655 (Commis

As filed with the Securities and Exchange Commission on December 9, 2025

As filed with the Securities and Exchange Commission on December 9, 2025 Registration No.

Security Type

Calculation of Filing Fee Tables S-3 Vireo Growth Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

Vireo Growth Inc. Announces Third Quarter 2025 Results Q3 GAAP revenue of $91.7 million increased 264% year-over-year, driven by recently closed M&A transactions and organic growth throughout the portfolio Completed refinancing of senior secured debt

Exhibit 99.1 Vireo Growth Inc. Announces Third Quarter 2025 Results Q3 GAAP revenue of $91.7 million increased 264% year-over-year, driven by recently closed M&A transactions and organic growth throughout the portfolio Completed refinancing of senior secured debt which is expected to decrease annualized interest expense by $10 million Closed Q3 with $117 million in cash; expects to remain acquisit

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): November 12, 2025 VIREO GROWTH IN

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): November 12, 2025 VIREO GROWTH INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of Incorporation) 000-56225 82-3835655 (Commis

LOAN AND SECURITY AGREEMENT by and among Vireo Growth Inc. and the Other Persons Identified as Borrowers on the Signature Pages Hereto, as Borrowers, the Guarantors from time to time party hereto, the financial institutions or entities from time to t

Exhibit 10.1 Certain identified information has been redacted because it is information the registrant customarily and actually treats as private and confidential and is not material. Redacted information is indicated by “[***]”. LOAN AND SECURITY AGREEMENT by and among Vireo Growth Inc. and the Other Persons Identified as Borrowers on the Signature Pages Hereto, as Borrowers, the Guarantors from

LOAN AND SECURITY AGREEMENT by and among Vireo Growth Inc. and the Other Persons Identified as Borrowers on the Signature Pages Hereto, as Borrowers, the other Borrowers from time to time party hereto, the Guarantors from time to time party hereto, t

Exhibit 10.2 Certain identified information has been redacted because it is information the registrant customarily and actually treats as private and confidential and is not material. Redacted information is indicated by “[***]”. LOAN AND SECURITY AGREEMENT by and among Vireo Growth Inc. and the Other Persons Identified as Borrowers on the Signature Pages Hereto, as Borrowers, the other Borrowers

2

Exhibit 99.1 Vireo Growth Inc. and Verano Holdings Corp. Announce Resolution of Litigation Matters 10/29/2025 CHICAGO and MINNEAPOLIS, Oct. 29, 2025 (GLOBE NEWSWIRE) - Vireo Growth Inc. (“Vireo”) (CSE: VREO; OTCQX: VREOF) and Verano Holdings Corp. (“Verano”, Vireo and Verano, each a “Company”) (Cboe CA: VRNO) (OTCQX: VRNOF) today announced that they have reached a comprehensive settlement (the “Se

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): October 29, 2025 VIREO GROWTH INC

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): October 29, 2025 VIREO GROWTH INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of Incorporation) 000-56225 82-3835655 (Commiss

VIREO GROWTH INC. 129,536,874 Subordinate Voting Shares

Filed Pursuant to Rule 424(b)(3) Registration No. 333-288686 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated July 24, 2025) VIREO GROWTH INC. 129,536,874 Subordinate Voting Shares This prospectus supplement updates and supplements the information contained in the prospectus dated July 24, 2025 (as may be supplemented or amended from time to time, the “Prospectus”), which forms a part of our Regis

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): October 10, 2025 VIREO GROWTH INC

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): October 10, 2025 VIREO GROWTH INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of Incorporation) 000-56225 82-3835655 (Commiss

RESTRUCTURING SUPPORT AGREEMENT

Exhibit 2.1 Final Execution Version THIS RESTRUCTURING SUPPORT AGREEMENT IS NOT AN OFFER, ACCEPTANCE, OR SOLICITATION WITH RESPECT TO ANY SECURITIES, LOANS, OR OTHER INSTRUMENTS. ANY SUCH OFFER, ACCEPTANCE, OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE LAWS, INCLUDING APPLICABLE SECURITIES LAWS. NOTHING CONTAINED IN THIS RESTRUCTURING SUPPORT AGREEMENT SHALL BE AN ADMISSION OF FACT OR LIABILITY

Vireo Growth Inc. Announces Closing of Acquisition of Outstanding Senior Secured Convertible Notes of Schwazze – Parties enter into Restructuring Support Agreement; Vireo to bid to acquire control of Schwazze assets – – Schwazze operates 63 dispensar

Exhibit 99.1 Vireo Growth Inc. Announces Closing of Acquisition of Outstanding Senior Secured Convertible Notes of Schwazze – Parties enter into Restructuring Support Agreement; Vireo to bid to acquire control of Schwazze assets – – Schwazze operates 63 dispensaries and 10 manufacturing facilities in Colorado and New Mexico – MINNEAPOLIS – October 14, 2025 – Vireo Growth Inc. ("Vireo" or the "Comp

CONVERTIBLE NOTE SECONDARY SALE AND PURCHASE AGREEMENT

Exhibit 10.2 CONVERTIBLE NOTE SECONDARY SALE AND PURCHASE AGREEMENT THIS  CONVERTIBLE  NOTE  SECONDARY  SALE  AND  PURCHASE AGREEMENT (this “Agreement”), entered into as of October 2, 2025 (the “Effective Date”), is made by and among [] (the “Assignors” and each an “Assignor”), and Vireo Growth Inc., a British Columbia corporation (the “Assignee” and collectively with the Assignors, the “Parties”)

Vireo Growth Inc. Enters into Definitive Agreements to Acquire Outstanding Senior Secured Convertible Notes of Schwazze – Transaction reflects continuation of Vireo’s M&A strategy and is expected to close later this month –

Exhibit 99.1 Vireo Growth Inc. Enters into Definitive Agreements to Acquire Outstanding Senior Secured Convertible Notes of Schwazze – Transaction reflects continuation of Vireo’s M&A strategy and is expected to close later this month – MINNEAPOLIS, Oct. 02, 2025 - Vireo Growth Inc. ("Vireo" or the "Company") (CSE: VREO; OTCQX: VREOF) today announced that it has entered into definitive agreements

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): October 2, 2025 VIREO GROWTH INC.

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): October 2, 2025 VIREO GROWTH INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of Incorporation) 000-56225 82-3835655 (Commissi

CONVERTIBLE NOTE SECONDARY SALE AND PURCHASE AGREEMENT

Exhibit 10.1 CONVERTIBLE NOTE SECONDARY SALE AND PURCHASE AGREEMENT THIS CONVERTIBLE NOTE SECONDARY SALE AND PURCHASE AGREEMENT (this “Agreement”), entered into as of October 2, 2025 (the “Effective Date”), is made by and [] (the “Assignor”), and Vireo Growth Inc., a British Columbia corporation (the “Assignee” and together with the Assignor, the “Parties”). Any capitalized terms used herein but n

Table 1: Newly Registered Securities

Calculation of Filing Fee Tables S-8 Vireo Growth Inc. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Subordinate Voting Shares not subject to outstanding awards 457(a) 61,449,788 $ 0.735 $ 45,165,594.18 0.0001531 $ 6

As filed with the Securities and Exchange Commission on August 18, 2025

As filed with the Securities and Exchange Commission on August 18, 2025 Registration No.

Credit Agreement, dated as of May 9, 2022, among Proper Holdings, LLC, New Growth Horizon, LLC, NGH Investments, LLC, any Guarantors thereto, the lenders from time to time party thereto, and Chicago Atlantic Admin, LLC, as Administrative Agent

EXHIBIT 10.5 CREDIT AGREEMENT by and among PROPER HOLDINGS, LLC, NEW GROWTH HORIZON, LLC and NGH INVESTMENTS, LLC as Borrowers, the other Persons from time to time party hereto as Borrowers, the Persons from time to time party hereto as Guarantors, the Lenders from time to time party hereto and CHICAGO ATLANTIC ADMIN, LLC, as Administrative Agent Dated as of May 9, 2022 GREEN IVY CAPITAL, LLC, as

Loan and Security Agreement, dated as of April 15, 2024, among Deep Roots Harvest, Inc., Deep Roots Aria Acqco, Inc., Deep Roots Properties, LLC, Deep Roots Operating, Inc., Deep Roots Holdings, Inc., any additional Guarantor from time to time, the creditors party thereto, and Chicago Atlantic Admin, LLC, as Administrative Agent

EXHIBIT 10.6 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT is dated as of April 15, 2024 (the “Signing Date”), and is among Deep Roots Harvest, Inc., a Nevada corporation (“Deep Roots”), Deep Roots Aria Acqco, Inc., a Nevada corporation (“Acquisition Entity”), Deep Roots Properties, LLC, a Nevada limited liability company (“DRP”), Deep Roots Operating, Inc., a Nevada corporation (“D

Vireo Growth Inc. Announces Second Quarter 2025 Results Q2 GAAP revenue of $48.1 million increased 91% year-over-year, driven by recently-closed merger transactions Q2 pro forma financial results were in line with management’s previously communicated

Exhibit 99.1 Vireo Growth Inc. Announces Second Quarter 2025 Results Q2 GAAP revenue of $48.1 million increased 91% year-over-year, driven by recently-closed merger transactions Q2 pro forma financial results were in line with management’s previously communicated expectations Recent $153 million refinancing positions Company with industry-leading cost of capital and over $100 million in cash Closi

Asset Purchase Agreement, dated as of February 14, 2024, by and between Occidental Group, Inc. and New Growth Horizon, LLC

EXHIBIT 10.7 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this “Agreement”), dated as of February 14, 2024 (the “Agreement Date”), is entered between Occidental Group, Inc., a Missouri corporation (“Seller”), and New Growth Horizon, LLC d/b/a Proper Brands, a Missouri limited liability company (“Buyer”). Capitalized terms used in this Agreement have the meanings set forth herein. RECITA

Management Services Agreement, dated as of May 24, 2025, by and among New Growth Horizon, LLC, Nirvana Investments, LLC, each of Nirvana’s subsidiaries, and Proper Holdings Management, Inc.

EXHIBIT 10.9 THIS AGREEMENT IS SUBJECT TO STRICT REQUIREMENTS FOR ONGOING REGULATORY COMPLIANCE BY THE PARTIES HERETO, INCLUDING, WITHOUT LIMITATION, REQUIREMENTS THAT THE PARTIES TAKE NO ACTION IN VIOLATION OF THE CANNABIS LAWS (DEFINED BELOW), OR ANY OTHER APPLICABLE STATE OR LOCAL STATUTE OR REGULATORY REQUIREMENT THEREUNDER, OR THE GUIDANCE OR INSTRUCTION OF THE DHSS (DEFINED BELOW) OR OF ANY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

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): August 13, 2025 VIREO GROWTH INC.

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): August 13, 2025 VIREO GROWTH INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of Incorporation) 000-56225 82-3835655 (Commissi

First Amendment to Credit Agreement, December 23, 2024, among Proper Holdings, LLC, New Growth Horizon, LLC, NGH Investments, INC., Chicago Atlantic Admin, LLC, as administrative agent and the Lenders party thereto

EXHIBIT 10.10 FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of December 23, 2024, among PROPER HOLDINGS, LLC, a Missouri limited liability company (“Parent”), NEW GROWTH HORIZON, LLC, a Missouri limited liability company (“New Growth Horizon”), NGH INVESTMENTS, INC., a Missouri corporation (formerly known as NGH Investments, LLC, a Miss

Asset Purchase Agreement, dated as of August 20, 2024, by and among ROI Wellness Center IV, LLC, the beneficial owners of ROI Wellness Center IV, LLC, and New Growth Horizon, LLC

EXHIBIT 10.8 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this “Agreement”), dated as of August 20, 2024 (the “Agreement Date”), is entered between ROI Wellness Center IV, LLC, a Missouri limited liability company (“Seller”), the undersigned beneficial owners of Seller (collectively, the “Seller Principals”, and together with Seller, the “Seller Parties”), and New Growth Horizon, LLC d/

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) 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, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) 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, 2025 VIREO GROWTH INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of Incorporation) 000-56225 82-

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On June 5, 2025, Vireo Growth Inc. (the “Company” or “Vireo”) completed its previously announced acquisition of NGH Investments, Inc. (“NGH”), and Proper Holdings Management, Inc. (“Proper MSA Newco” and together with NGH, the “Proper Companies”), which were owned by Proper Holdings, LLC (“Proper), where pursuant to the Agre

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.4 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On June 6, 2025, Vireo Growth Inc. (the “Company” or “Vireo”) completed its previously announced acquisition of Deep Roots Holdings, Inc. (“Deep Roots”), where pursuant to the Agreement and Plan of Merger (“Deep Roots Merger Agreement”), Vireo acquired all of the issued and outstanding shares of Deep Roots (the “Deep Roots M

Proper Holdings, LLC, Subsidiaries and Affiliates CONSOLIDATED FINANCIAL STATEMENTS For the Three Months Ended March 31, 2025, And 2024

Exhibit 99.1 Proper Holdings, LLC, Subsidiaries and Affiliates CONSOLIDATED FINANCIAL STATEMENTS For the Three Months Ended March 31, 2025, And 2024 Proper Holdings, LLC, Subsidiaries and Affiliates Table of Contents For the Three Months Ended March 31, 2024 and 2023 Consolidated Balance Sheets 3-5 Consolidated Statements of Operations 5 Consolidated Statement of Changes in Members’ Equity 6 Conso

DEEP ROOTS HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED FINANCIAL AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024 (UNAUDITED)

Exhibit 99.2 DEEP ROOTS HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024 (UNAUDITED) Deep Roots Holdings, Inc. and Subsidiaries Table of Contents March 31, 2025 (Unaudited) and December 31, 2024 Page CONSOLIDATED FINANCIAL STATEMENTS: Consolidated Balance Sheets 1 Consolidated Statements of Income 2 Consolidated Statemen

VIREO GROWTH INC. 129,536,874 Subordinate Voting Shares

Filed Pursuant to Rule 424(b)(3) Registration No. 333-288686 PROSPECTUS VIREO GROWTH INC. 129,536,874 Subordinate Voting Shares This prospectus relates to the resale, from time to time, by the selling securityholders named in this prospectus (the “Selling Securityholders”) of up to an aggregate of 129,536,874 of our subordinate voting shares, no par value (the “Subordinate Voting Shares”), issued

VIREO GROWTH INC. 209 SOUTH 9TH STREET MINNEAPOLIS, MINNESOTA 55402

VIREO GROWTH INC. 209 SOUTH 9TH STREET MINNEAPOLIS, MINNESOTA 55402 VIA EDGAR July 23, 2025 Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn: Lauren Hamill Re: Vireo Growth Inc. Registration Statement on Form S-3 (File No. 333-288686) Request for Acceleration of Effective Date Ladies and Gentlemen: Pursuant to

LETTER

July 18, 2025 John Mazarakis Chief Executive Officer Vireo Growth Inc. 209 South 9th Street Minneapolis, MN 55402 Re: Vireo Growth Inc. Registration Statement on Form S-3 Filed July 15, 2025 File No. 333-288686 Dear John Mazarakis: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration.

Filing Fees Exhibit.*

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Vireo Growth Inc.

As filed with the Securities and Exchange Commission on July 15, 2025

As filed with the Securities and Exchange Commission on July 15, 2025 Registration No.

Vireo Growth Inc. Announces Retirement of November 2024 Convertible Note -- Company concurrently refinances convertible note on amended terms in conjunction with larger refinancing --

Exhibit 99.2 Vireo Growth Inc. Announces Retirement of November 2024 Convertible Note - Company concurrently refinances convertible note on amended terms in conjunction with larger refinancing - MINNEAPOLIS – July 9, 2025 – Vireo Growth Inc. (“Vireo” or the “Company”) (CSE: VREO; OTCQX: VREOF) today announced the retirement of its previously outstanding US$10 million principal amount convertible n

Vireo Growth Inc. Completes Loan Refinancing and Upsize With a Bank Led Syndicate -- Company completes refinancing of all existing senior secured debt through a $120 million self-syndicated term loan with leading banks, at an interest rate of 8.3% --

Exhibit 99.1 Vireo Growth Inc. Completes Loan Refinancing and Upsize With a Bank Led Syndicate - Company completes refinancing of all existing senior secured debt through a $120 million self-syndicated term loan with leading banks, at an interest rate of 8.3% - - Company also completes expansion of its consolidated credit facilities with an additional $33 million second lien term loan with $50 mil

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): July 7, 2025 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

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 20, 2025 VIREO GROWTH INC. (

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 20, 2025 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

Vireo Growth Inc. Provides Corporate Update Post Closing of All Merger Transactions

Exhibit 99.1 Vireo Growth Inc. Provides Corporate Update Post Closing of All Merger Transactions MINNEAPOLIS – June 17, 2025 – Vireo Growth Inc. (“Vireo” or the “Company”) (CSE: VREO; OTCQX: VREOF), today announced a series of corporate updates following the closing of all its previously-announced definitive merger agreements, which transformed the Company into one of the largest U.S. multi-state

Regulation FD Disclosure, Financial Statements and Exhibits

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 17, 2025 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

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

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 6, 2025 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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, 2025 VIREO GROWTH INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of Incorporation) 000-56225 82-

Vireo Growth Inc. Announces Closing of Deep Roots Harvest Acquisition in Nevada

Exhibit 99.1 Vireo Growth Inc. Announces Closing of Deep Roots Harvest Acquisition in Nevada MINNEAPOLIS – June 9, 2025 – Vireo Growth Inc. (“Vireo” or the “Company”) (CSE: VREO; OTCQX: VREOF), today announced that it has closed its previously-announced transaction to acquire Nevada-based Deep Roots Holdings, Inc. (“Deep Roots”). Deep Roots was founded in 2023 and is a consistently solid operator

Second Amendment to Merger Agreement, dated as of June 6, 2025, by and among Vireo DR Merger Sub Inc., Vireo Growth Inc. and Deep Roots Holdings, Inc.**

Exhibit 2.3 SECOND AMENDMENT TO MERGER AGREEMENT THIS SECOND AMENDMENT TO MERGER AGREEMENT (this “Amendment”) is made and entered into effective as of June 6, 2025, by and among Vireo DR Merger Sub Inc. (“Merger Sub”), Vireo Growth Inc., a British Columbia corporation (“Parent”), and Deep Roots Holdings, Inc., a Nevada corporation (the “Company”). Each of the Merger Sub, Parent, and the Company ar

Second Amendment to Merger Agreement, dated as of June 5, 2025, by and among Vireo PR Merger Sub Inc., Vireo PR Merger Sub II Inc., Vireo Growth Inc., NGH Investments, Inc., Proper Holdings Management, Inc. and Proper Holdings, LLC.

Exhibit 2.3 SECOND AMENDMENT TO MERGER AGREEMENT This Second AMENDMENT TO MERGER Agreement (this “Amendment”) is made and entered into effective as of June 5, 2025, by and among Vireo PR Merger Sub Inc., a Missouri corporation (“Merger Sub 1”), Vireo PR Merger Sub II Inc., a Missouri corporation (“Merger Sub 2”), Vireo Growth Inc., a British Columbia corporation (“Parent”), NGH Investments, Inc.,

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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, 2025 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

Vireo Growth Inc. Announces Closing of Proper Brands Acquisition in Missouri

Exhibit 99.1 Vireo Growth Inc. Announces Closing of Proper Brands Acquisition in Missouri MINNEAPOLIS – June 5, 2025 – Vireo Growth Inc. (“Vireo” or the “Company”) (CSE: VREO; OTCQX: VREOF), today announced that it has closed its previously-announced transaction to acquire Missouri-based Proper Brands (“Proper”) through the acquisition of NGH Investments, Inc. and Proper Holdings Management, Inc.,

Restricted Stock Unit Agreement (Performance Vesting) for John Mazarakis dated May 9, 2025

Exhibit 10.2 THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON SETTLEMENT HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT)”, OR ANY U.S. STATE SECURITIES LAWS. THE HOLDER HEREOF, BY ACQUIRING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRA

Second Amendment to Merger Agreement, dated as of May 12, 2025, by and among Vireo WH Merger Sub Inc., Vireo Growth Inc. and WholesomeCo, Inc.

Exhibit 2.3 SECOND AMENDMENT TO MERGER AGREEMENT This SECOND AMENDMENT TO MERGER Agreement (this “Amendment”) is made and entered into effective as of May 12th, 2025, by and among Vireo WH Merger Sub Inc. (“Merger Sub”), Vireo Growth Inc., a British Columbia corporation (“Parent”), and WholesomeCo, Inc., a Delaware corporation (the “Company”). Each of the Merger Sub, Parent, and the Company are re

Restricted Stock Unit Agreement (Performance Vesting) for Tyson Macdonald dated May 9, 2025

Exhibit 10.4 THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON SETTLEMENT HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT)”, OR ANY U.S. STATE SECURITIES LAWS. THE HOLDER HEREOF, BY ACQUIRING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRA

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): May 9, 2025 VIREO GROWTH INC. (Ex

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): May 9, 2025 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 F

Restricted Stock Unit Agreement (Time Vesting) for John Mazarakis dated May 9, 2025

Exhibit 10.1 THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON SETTLEMENT HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT)”, OR ANY U.S. STATE SECURITIES LAWS. THE HOLDER HEREOF, BY ACQUIRING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRA

Restricted Stock Unit Agreement (Time Vesting) for Tyson Macdonald dated May 9, 2025

Exhibit 10.3 THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON SETTLEMENT HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT)”, OR ANY U.S. STATE SECURITIES LAWS. THE HOLDER HEREOF, BY ACQUIRING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRA

Vireo Growth Inc. Announces Closing of WholesomeCo Cannabis & Arches Merger Transactions – Acquisitions strengthen profitability and competitive position with proprietary technology platform – – Missouri and Nevada transactions remain on track to clo

Exhibit 99.1 Vireo Growth Inc. Announces Closing of WholesomeCo Cannabis & Arches Merger Transactions – Acquisitions strengthen profitability and competitive position with proprietary technology platform – – Missouri and Nevada transactions remain on track to close during the second quarter of 2025 – MINNEAPOLIS – May 12, 2025 – Vireo Growth Inc. ("Vireo" or the "Company") (CSE: VREO; OTCQX: VREOF

Q1 2025 Results Conference Call || 2 Forward Looking Statement Disclaimer CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION: This presentation includes information, statements, beliefs, and opinions which are forward-looking, and which reflect cu

Exhibit 99.2 CSE: VREO OTCQX: VREOF Q1 2025 Results Conference Call May 9, 2025 Q1 2025 Results Conference Call || 2 Forward Looking Statement Disclaimer CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION: This presentation includes information, statements, beliefs, and opinions which are forward-looking, and which reflect current estimates, expectations, and projections about future events, re

Vireo Growth Inc. Announces First Quarter 2025 Results – Q1 revenue of $24.5 million increased 1.9% year-over-year, in line with expectations for Vireo’s established markets – – Merger Transactions expected to begin closing in Q2 and further strength

Exhibit 99.1 Vireo Growth Inc. Announces First Quarter 2025 Results – Q1 revenue of $24.5 million increased 1.9% year-over-year, in line with expectations for Vireo’s established markets – – Merger Transactions expected to begin closing in Q2 and further strengthen profitability profile – MINNEAPOLIS – May 9, 2025 – Vireo Growth Inc. ("Vireo" or the "Company") (CSE: VREO; OTCQX: VREOF), today repo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A   PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy St

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A   PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 9, 2025 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 F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No.)

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934   (Amendment No.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): March 14, 2025 VIREO GROWTH INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of Incorporation) 000-56225 82-3835655 (Commissio

First Amendment to Merger Agreement, by and among Vireo PR Merger Sub Inc., Vireo PR Merger Sub II Inc., Vireo Growth Inc., NGH Investments, Inc., Proper Holdings Management, Inc. and Proper Holdings, LLC (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on March 20, 2025)

Exhibit 10.1 EXECUTION VERSION FIRST AMENDMENT TO MERGER AGREEMENT THIS FIRST AMENDMENT TO MERGER AGREEMENT (this “Amendment”) is made and entered into effective as of March 14, 2025, by and among Vireo PR Merger Sub Inc., a Missouri corporation (“Merger Sub 1”), Vireo PR Merger Sub II Inc., a Missouri corporation (“Merger Sub 2”), Vireo Growth Inc., a British Columbia corporation (“Parent”), NGH

First Amendment to Merger Agreement, by and among Vireo WH Merger Sub Inc., Vireo Growth Inc. and WholesomeCo, Inc. (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed on March 20, 2025)

Exhibit 10.3 EXECUTION VERSION FIRST AMENDMENT TO MERGER AGREEMENT THIS FIRST AMENDMENT TO MERGER AGREEMENT (this “Amendment”) is made and entered into effective as of March 17, 2025, by and among Vireo WH Merger Sub Inc. (“Merger Sub”), Vireo Growth Inc., a British Columbia corporation (“Parent”), and WholesomeCo, Inc., a Delaware corporation (the “Company”). Each of the Merger Sub, Parent, and t

First Amendment to Merger Agreement, by and among Vireo DR Merger Sub Inc., Vireo Growth Inc. and Deep Roots Holdings, Inc. (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on March 20, 2025)

Exhibit 10.2 FIRST AMENDMENT TO MERGER AGREEMENT This FIRST AMENDMENT TO MERGER Agreement (this “Amendment”) is made and entered into effective as of March 14, 2025, by and among Vireo DR Merger Sub Inc. (“Merger Sub”), Vireo Growth Inc., a British Columbia corporation (“Parent”), and Deep Roots Holdings, Inc., a Nevada corporation (the “Company”). Each of the Merger Sub, Parent, and the Company a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No.)

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934   (Amendment No.

Calculation of Filing Fee Tables Schedule 14C (Form Type) Vireo Growth Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Transaction Valuation

Exhibit 107 Calculation of Filing Fee Tables Schedule 14C (Form Type) Vireo Growth Inc.

First Amendment to Employment Agreement, dated March 6, 2025, by and between Vireo Growth Inc. and John Mazarakis

Exhibit 10.1 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This First Amendment to Employment Agreement (“Amendment”) is made effective as of March 6, 2025 (“Amendment Effective Date”) by and between Vireo Growth Inc., a Canadian corporation (the “Company”), and John Mazarakis, an individual residing in the State of Florida (“Employee”) (collectively “Parties” or individually “Party”). RECITALS WHEREAS,

First Amendment to Employment Agreement, dated March 6, 2025, by and between Vireo Growth Inc. and Tyson Macdonald

Exhibit 10.2 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This First Amendment to Employment Agreement (“Amendment”) is made effective as of March 6, 2025 (“Amendment Effective Date”) by and between Vireo Growth Inc., a Canadian corporation (the “Company”), and Tyson Macdonald, an individual residing in the State of Maryland (“Employee”) (collectively “Parties” or individually “Party”). RECITALS WHEREA

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): March 6, 2025 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No.)

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934   (Amendment No.

Agreement and Plan of Merger, dated as of December 18, 2024, by and among Vireo PR Merger Sub Inc., Vireo PR Merger Sub II Inc., Vireo Growth Inc., NGH Investments, Inc., Proper Holdings Management, Inc., Proper Holdings, LLC and Shareholder Representative Services LLC (incorporated by reference to Exhibit 2.3 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024)

Exhibit 2.3 AGREEMENT AND PLAN OF MERGER by and among VIREO PR MERGER SUB INC., VIREO PR MERGER SUB II INC., VIREO GROWTH INC., NGH INVESTMENTS, INC. PROPER HOLDINGS MANAGEMENT, INC., PROPER HOLDINGS, LLC AND SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS THE MEMBER REPRESENTATIVE Dated as of December 18, 2024 Article I. DEFINITIONS‌3 Article II. THE MERGER‌21 Section 2.01.The Merger‌21 Section 2.02.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to . Commission file number 000-5

List of Subsidiaries of Vireo Growth Inc.

Exhibit 21.1 SUBSIDIARIES Subsidiary State of Organization HiColor, LLC Minnesota MaryMed, LLC dba Green Goods Maryland Mayflower Botanicals Inc. Massachusetts, but converted to For Profit 11/16/2018 MJ Distributing C201, LLC Nevada MJ Distributing P132, LLC Nevada Resurgent Biosciences, Inc. (fka Resurgent Pharmaceuticals, Inc.) Delaware Verdant Grove, LLC Delaware, but converted to Massachusetts

Form of Restricted Stock Unit Agreement under the Vireo Health International, Inc. 2019 Equity Incentive Plan

exhibit 10.87 VIREO GROWTH INC. 2019 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT (Restricted Stock Unit Award) 1. NOTICE OF GRANT Name of Participant: <> Number of Restricted Stock Units: <> Date of Grant: <> Vesting Schedule: Subject to the terms of this Agreement and the Vireo Health International Inc. 2019 Equity Incentive Plan as it currently exists or as it is amended in the future

Agreement and Plan of Merger, dated as of December 18, 2024, by and among Vireo WH Merger Sub Inc., Vireo Growth Inc., WholesomeCo, Inc. and Shareholder Representative Services LLC (incorporated by reference to Exhibit 2.4 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024)

Exhibit 2.4 AGREEMENT AND PLAN OF MERGER by and among VIREO WH MERGER SUB INC., VIREO GROWTH INC., WHOLESOMECO, INC., And THE STOCKHOLDER REPRESENTATIVE Dated as of December 18, 2024 Table of Contents ARTICLE I. DEFINITIONS‌7 ARTICLE II. THE MERGER‌27 Section 2.01.The Merger‌27 Section 2.02.Closing‌28 Section 2.03.Closing Deliverables‌28 Section 2.04.Effective Time‌30 Section 2.05.Effects of the M

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 4, 2025 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

Agreement and Plan of Merger, dated as of December 18, 2024, by and among Vireo DR Merger Sub Inc., Vireo Growth Inc., Deep Roots Holdings, Inc. and Shareholder Representative Services LLC (incorporated by reference to Exhibit 2.2 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024)

Exhibit 2.2 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among VIREO DR MERGER SUB INC., VIREO GROWTH INC., DEEP ROOTS HOLDINGS, INC., and THE STOCKHOLDER REPRESENTATIVE Dated as of December 18, 2024 Table of Contents ARTICLE I DEFINITIONS‌6 ARTICLE II THE MERGER‌24 Section 2.01.The Merger‌24 Section 2.02.Closing‌25 Section 2.03.Closing Deliverables‌25 Section 2.04.Effective Time‌27 Secti

Vireo Growth Inc. Insider Trading Policy

Exhibit 19 VIREO GROWTH INC. CORPORATE DISCLOSURE AND INSIDER TRADING POLICY 1. PURPOSE OF THIS POLICY a) This Corporate Disclosure and Insider Trading Policy (the “Policy”) has been adopted by the Board of Directors (the “Board”) of Vireo Growth Inc. and its subsidiaries (collectively, the “Corporation”). The purposes of this Policy are to: i. reflect and reinforce the Corporation’s commitment to

Vireo Growth Inc. Announces Fourth Quarter and Full Year 2024 Results – Company achieves record revenue, gross profit margin and operating income in fiscal year 2024 – – FY24 revenue of $99.4 million increased 15.4% year-over-year excluding discontin

Exhibit 99.1 Vireo Growth Inc. Announces Fourth Quarter and Full Year 2024 Results – Company achieves record revenue, gross profit margin and operating income in fiscal year 2024 – – FY24 revenue of $99.4 million increased 15.4% year-over-year excluding discontinued operations – – Fourth quarter 2024 revenue of $25.0 million increased 3.5% year-over-year and was flat sequentially – – Company ended

Letter Agreement, dated January 23, 2025, by and between Vireo Growth Inc. and Bill’s Nursery, Inc.

Exhibit 10.1 EXECUTION VERSION CONFIDENTIAL Bill’s Nursery, Inc. Attention: Elad Kohen January 23, 2025 Re: Extension of Memorandum of Understanding (“MOU”) regarding a Proposed Transaction involving a to-be determined U.S. affiliate of Vireo Growth Inc., a British Columbia corporation (as applicable, “Vireo”) and Bill’s Nursery, Inc., a Florida corporation (the “Company”). Dear Mr. Kohen: Referen

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): January 23, 2025 VIREO GROWTH INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of Incorporation) 000-56225 82-3835655 (Commiss

Vireo Growth Inc. Announces Closing of Oversubscribed US$81 Million Equity Securities Offering – Oversubscribed equity raise at US$0.625 per share capitalizes Company with a strong balance sheet– – Financing enables Vireo to fund investments in addit

Exhibit 99.1 Vireo Growth Inc. Announces Closing of Oversubscribed US$81 Million Equity Securities Offering – Oversubscribed equity raise at US$0.625 per share capitalizes Company with a strong balance sheet– – Financing enables Vireo to fund investments in additional organic and acquisitive growth opportunities – MINNEAPOLIS – December 31, 2024 – Vireo Growth Inc. ("Vireo" or the "Company") (CSE:

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2024 VIREO GROWTH INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of Incorporation) 000-5622

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): December 27, 2024 VIREO GROWTH INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of Incorporation) 000-56225 82-3835655 (Commis

Construction and Business Loan Agreement, dated December 31, 2024, among Vireo Health of Minnesota, LLC, Vireo Health Inc., Vireo Growth Inc. and Stearns Bank National Association

Exhibit 10.2 CONSTRUCTION AND BUSINESS LOAN AGREEMENT This CONSTRUCTION AND BUSINESS LOAN AGREEMENT (this “Loan Agreement”) is made as of December 31, 2024 by and among VIREO HEALTH OF MINNESOTA, LLC, a Minnesota limited liability company (“Borrower”), VIREO HEALTH, INC., a Delaware corporation (“VHI”), and VIREO GROWTH, INC., a British Columbia corporation (“VGI”) (VHI and VGI are each a “Guarant

Credit Agreement, dated December 27, 2024, among Vireo Health of Minnesota, LLC, the guarantors party thereto, the lenders party thereto, and Chicago Atlantic Admin, LLC, as administrative agent and collateral agent*

Exhibit 10.1 CREDIT AGREEMENT among VIREO HEALTH OF MINNESOTA, LLC AND CERTAIN OF OTHER PERSONS PARTY HERETO AFTER THE DATE HEREOF, as Borrowers, the Persons from time to time party hereto as Guarantors, the Lenders from time to time party hereto and CHICAGO ATLANTIC ADMIN, LLC, as Administrative Agent and Collateral Agent Dated as of December 27, 2024 CHICAGO ATLANTIC CREDIT ADVISERS, LLC, as Lea

CSE: VREO OTCQX: VREOF Transaction Presentation December 18, 2024

Exhibit 99.2 CSE: VREO OTCQX: VREOF Transaction Presentation December 18, 2024 Disclaimer || 2 Disclaimer CAUTIONARY NOTE REGARDING FORWARD - LOOKING INFORMATION : This document includes information, statements, beliefs and opinions which are forward - looking, and which reflect current estimates, expectations and projections about future events, referred to herein and which constitute “forward -

Agreement and Plan of Merger, dated as of December 18, 2024, by and among Vireo PR Merger Sub Inc., Vireo PR Merger Sub II Inc., Vireo Growth Inc., NGH Investments, Inc., Proper Holdings Management, Inc., Proper Holdings, LLC and Shareholder Representative Services LLC**

Exhibit 2.2 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among VIREO PR MERGER SUB INC., VIREO PR MERGER SUB II INC., VIREO GROWTH INC., NGH INVESTMENTS, INC. PROPER HOLDINGS MANAGEMENT, INC., PROPER HOLDINGS, LLC AND SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS THE MEMBER REPRESENTATIVE Dated as of December 18, 2024 Table of Contents Page Article I. DEFINITIONS 3 Article II. THE MERGER 23

Form of Subscription Agreement

Exhibit 10.2 SUBSCRIPTION AGREEMENT (For U.S. Accredited Investors that are in the United States and that are Offshore Investors) IMPORTANT INSTRUCTIONS The following items in this Subscription Agreement have been completed (subscriber, please initial each applicable box): All Subscribers: All subscribers must complete the section entitled “Subscription and Subscriber Information” on pages 1 and 2

Employment Agreement, dated as of December 17, 2024, by and between Vireo Growth Inc. and Tyson Macdonald

Exhibit 10.4 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is entered into on December 17, 2024 (“Effective Date”) by and between Vireo Growth Inc., a Delaware corporation (the “Company”) and Tyson Macdonald, an individual residing in the State of Maryland (“Employee”) (collectively “Parties” or individually “Party”). RECITALS WHEREAS, the Company desires to continue to employ Emplo

Memorandum of Understanding, dated as of December 17, 2024, by and between Vireo Growth Inc. and Bill’s Nursery, Inc.

Exhibit 10.1 CONFIDENTIAL Bill’s Nursery, Inc. Attention: Elad Kohen December 17, 2024 Re: Memorandum of Understanding (“MOU”) regarding a Proposed Transaction involving a to-be determined U.S. affiliate of Vireo Growth Inc., a British Columbia corporation (as applicable, “Vireo”) and Bill’s Nursery, Inc., a Florida corporation (the “Company”). Dear Mr. Kohen: Vireo is pleased to provide this MOU

Employment Agreement, dated as of December 17, 2024, by and between Vireo Growth Inc. and John Mazarakis

Exhibit 10.3 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is entered into on December 17, 2024 (“Effective Date”) by and between Vireo Growth Inc., a Delaware corporation (the “Company”) and John Mazarakis, an individual residing in the State of Florida (“Employee”) (collectively “Parties” or individually “Party”). RECITALS WHEREAS, the Company desires to continue to employ Employe

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): December 17, 2024 VIREO GROWTH IN

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): December 17, 2024 VIREO GROWTH INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of Incorporation) 000-56225 82-3835655 (Commis

Agreement and Plan of Merger, dated as of December 18, 2024, by and among Vireo WH Merger Sub Inc., Vireo Growth Inc., WholesomeCo, Inc. and Shareholder Representative Services LLC**

Exhibit 2.3 AGREEMENT AND PLAN OF MERGER by and among VIREO WH MERGER SUB INC., VIREO GROWTH INC., WHOLESOMECO, INC., And THE STOCKHOLDER REPRESENTATIVE Dated as of December 18, 2024 Table of Contents ARTICLE I. DEFINITIONS 7 ARTICLE II. THE MERGER 28 Section 2.01. The Merger 28 Section 2.02. Closing 28 Section 2.03. Closing Deliverables 28 Section 2.04. Effective Time 30 Section 2.05. Effects of

Vireo Growth Inc. Announces $75 Million Financing and Acquisitions of Four Single State Operators – $75 million equity financing at $0.625 per Vireo share will result in combined new entity having an industry-leading balance sheet – – Transactions wo

Exhibit 99.1 Vireo Growth Inc. Announces $75 Million Financing and Acquisitions of Four Single State Operators – $75 million equity financing at $0.625 per Vireo share will result in combined new entity having an industry-leading balance sheet – – Transactions would expand Vireo’s operating footprint to 7 states, 9 cultivation facilities, and 48 dispensaries – – Combined new entity would have an e

Agreement and Plan of Merger, dated as of December 18, 2024, by and among Vireo DR Merger Sub Inc., Vireo Growth Inc., Deep Roots Holdings, Inc. and Shareholder Representative Services LLC**

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among VIREO DR MERGER SUB INC., VIREO GROWTH INC., DEEP ROOTS HOLDINGS, INC., and THE STOCKHOLDER REPRESENTATIVE Dated as of December 18, 2024 Table of Contents ARTICLE I DEFINITIONS 6 ARTICLE II THE MERGER 27 Section 2.01. The Merger 27 Section 2.02. Closing 27 Section 2.03. Closing Deliverables 27 Section 2.04. Effective Time 29 S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

Waiver and Ninth Amendment to Credit Agreement, dated as of July 31, 2024, by and among Vireo Growth Inc. and certain of its subsidiaries, the persons from time-to-time party thereto as guarnators, the lenders party thereto, and Chicago Atlantic Admin, LLC, as administrative agend and as collateral agent.

Exhibit 10.78 WAIVER AND NINTH AMENDMENT TO CREDIT AGREEMENT This WAIVER AND NINTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made as of July 31, 2024 (the “Effective Date”), among VIREO GROWTH INC. (formerly known as Goodness Growth Holdings, Inc. and Vireo Health International, Inc.), a British Columbia corporation (“Parent”), the other Borrowers (as defined in the hereinafter-defined C

VIREO GROWTH INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273728 PROSPECTUS SUPPLEMENT NO. 25 (to prospectus dated August 10, 2023) VIREO GROWTH INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants This prospectus supplement is being filed to update and supplement the information contained in

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): November 1, 2024 VIREO GROWTH INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of Incorporation) 000-56225 82-3835655 (Commiss

VIREO GROWTH INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273728 PROSPECTUS SUPPLEMENT NO. 23 (to prospectus dated August 10, 2023) VIREO GROWTH INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants This prospectus supplement is being filed to update and supplement the information contained in

Vireo Growth Inc. Announces New $10 Million Convertible Debt Facility

Exhibit 99.1 Vireo Growth Inc. Announces New $10 Million Convertible Debt Facility 11/04/2024 MINNEAPOLIS, Nov. 04, 2024 (GLOBE NEWSWIRE) - Vireo Growth Inc. ("Vireo" or the "Company") (CSE: VREO; OTCQX: VREOF), a cannabis company committed to providing safe access, quality products and great value to its customers, today announced that it has secured a new convertible debt facility which provides

Joinder and Tenth Amendment to Credit Agreement, dated November 1, 2024, by and among Vireo Growth Inc., and certain of its subsidiaries, the lenders party thereto, and Chicago Atlantic Admin, LLC, as administrative agent and as collateral agent

Exhibit 10.1 JOINDER AND TENTH AMENDMENT TO CREDIT AGREEMENT This JOINDER AND TENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made as of November 1, 2024 (the “Effective Date”), among VIREO GROWTH INC. (formerly known as Goodness Growth Holdings, Inc. and Vireo Health International, Inc.), a British Columbia corporation (“Parent”), the other Borrowers (as defined in the hereinafter-defin

VIREO GROWTH INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273728 PROSPECTUS SUPPLEMENT NO. 24 (to prospectus dated August 10, 2023) VIREO GROWTH INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants This prospectus supplement is being filed to update and supplement the information contained in

Vireo Growth Inc. 207 South 9th Street Minneapolis, MN 55402

Vireo Growth Inc. 207 South 9th Street Minneapolis, MN 55402 October 22, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street NE Washington, D.C. 20549 Attn: Tamika N. Sheppard Re: Vireo Growth Inc. Registration Statement on Form S-3 (File No. 333-282311) Filed September 24, 2024, as amended on October 16, 2024 Ladies

October 16, 2024

October 16, 2024 Via EDGAR Submission Division of Corporation Finance Office of Life Sciences United States Securities and Exchange Commission Washington, D.

As filed with the Securities and Exchange Commission on October 16, 2024

As filed with the Securities and Exchange Commission on October 16, 2024 Registration No.

Separation Agreement between Vireo Growth Inc. and Joshua Rosen dated October 9, 2024

  Exhibit 10.1   SEPARATION AGREEMENT AND GENERAL RELEASE   This Separation Agreement and General Release (this “Agreement”) is entered into between Joshua Rosen (“you”) and Vireo Growth, Inc., previously known as Vireo Health, Inc. (the “Company”). Your employment with the Company will end effective October 10, 2024. You and the Company have agreed to characterize your termination of employment w

Restated Employment Agreement between Vireo Growth Inc., Vireo Health, Inc. and Amber Shimpa dated October 9, 2024

  EXHIBIT 10.3   RESTATED EMPLOYMENT AGREEMENT   This Restated Employment Agreement (this “Agreement”) is entered into as of October 9, 2024 (the “Restatement Effective Date”) by and between Vireo Health, Inc. (the “Company”), a Delaware corporation, which is a wholly owned subsidiary of Vireo Growth Inc. (the “Parent Corporation”), a British Columbia corporation, and Amber Shimpa (“Employee”), an

– Amber Shimpa promoted to the role of Chief Executive Officer – – Josh Rosen resigns from leadership and governance roles and retained as advisor –

Exhibit 99.1 Vireo Growth Inc. Announces Leadership Transition 10/10/2024 – Amber Shimpa promoted to the role of Chief Executive Officer – – Josh Rosen resigns from leadership and governance roles and retained as advisor – MINNEAPOLIS, Oct. 10, 2024 (GLOBE NEWSWIRE) - Vireo Growth Inc. ("Vireo" or the "Company") (CSE: VREO; OTCQX: VREOF), a cannabis company committed to providing safe access, qual

Consulting Agreement between Vireo Growth Inc. and Joshua Rosen dated October 10, 2024

EXHIBIT 10.2 CONSULTING AGREEMENT This Independent Agreement (“Agreement”) dated as of the 10th day of October, 2024 (the “Effective Date”), is between Vireo Health, Inc., a Delaware corporation (the “Company”) and Joshua Rosen (“Consultant”). Recitals WHEREAS, Company desires to engage Consultant to perform certain Services (as defined below) for Company on an consulting basis. WHEREAS, the parti

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

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): October 9, 2024 VIREO GROWTH INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of Incorporation) 000-56225 82-3835655 (Commissi

LETTER

October 4, 2024 Amber Shimpa President Vireo Growth Inc. 207 South 9th Street Minneapolis, Minnesota 55402 Re: Vireo Growth Inc. Registration Statement on Form S-3 Filed September 24, 2024 File No. 333-282311 Dear Amber Shimpa: We have conducted a limited review of your registration statement and have the following comment. Please respond to this letter by amending your registration statement and

Filing Fees Exhibit.**

Exhibit 107 Calculation of Filing Fee Tables S-3 (Form Type) Vireo Growth Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price(3) Fee Rate Amount of Registration Fee Fees to Be Paid Equity Subordinate

As filed with the Securities and Exchange Commission on September 24, 2024

As filed with the Securities and Exchange Commission on September 24, 2024 Registration No.

VIREO GROWTH INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273728 PROSPECTUS SUPPLEMENT NO. 22 (to prospectus dated August 10, 2023) VIREO GROWTH INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants This prospectus supplement is being filed to update and supplement the information contained in

VIREO GROWTH INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273728 PROSPECTUS SUPPLEMENT NO. 21 (to prospectus dated August 10, 2023) VIREO GROWTH INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants This prospectus supplement is being filed to update and supplement the information contained in

Eighth Amendment to Credit Agreement, dated as of June 14, 2024, by and among Goodness Growth Holdings, Inc. and certain of its subsidiaries, the persons from time-to-time parties thereto as guarantors, the lenders party thereto, and Chicago Atlantic Advisers, LLC, as administrative agent and as collateral agent

Exhibit 10.74 EIGHTH AMENDMENT TO CREDIT AGREEMENT This EIGHTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment” ) is made as of June 14, 2024 (the “Effective Date”), among GOODNESS GROWTH HOLDINGS, INC. (formerly known as Vireo Health International, Inc.), a British Columbia corporation (“Parent”), the other Borrowers (as defined in the hereinafter-defined Credit Agreement), the Lenders (as defined

Seventh Amendment to Credit Agreement, dated as of April 30, 2024, by and among Goodness Growth Holdings, Inc. and certain of its subsidiaries, the persons from time-to-time parties thereto as guarantors, the lenders party thereto, and Chicago Atlantic Advisers, LLC, as administrative agent and as collateral agent

Exhibit 10.73 SEVENTH AMENDMENT TO CREDIT AGREEMENT This SEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made as of April 30, 2024 (the “Effective Date”), among GOODNESS GROWTH HOLDINGS, INC. (formerly known as Vireo Health International, Inc.), a British Columbia corporation (“Parent”), the other Borrowers (as defined in the hereinafter-defined Credit Agreement), the Lenders (as defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56225 VIREO GROW

Vireo Growth Inc. Announces 30-Month Extension of Credit Agreement and Voluntary Conversion of All Outstanding Convertible Notes with Affiliates of Chicago Atlantic – Maturity date on credit facility loans extended to January 29, 2027 – – Early debt

Exhibit 99.1 Vireo Growth Inc. Announces 30-Month Extension of Credit Agreement and Voluntary Conversion of All Outstanding Convertible Notes with Affiliates of Chicago Atlantic – Maturity date on credit facility loans extended to January 29, 2027 – – Early debt conversion to reduce cash and PIK interest expenses by $2.3 million – MINNEAPOLIS – August 1, 2024 – Vireo Growth Inc. (formerly Goodness

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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): July 31, 2024 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

Eighth Amendment to Lease Agreement, dated April 1, 2024, by and between IIP-NY 2 LLC and Vireo Health of New York LLC

Exhibit 10.72 EIGHTH AMENDMENT TO LEASE AGREEMENT THIS EIGHTH AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is entered into as of April 1, 2024 (the “Amendment Effective Date”), by and between IIP-NY 2 LLC, a Delaware limited liability company (“Landlord”), and Vireo Health of New York, LLC, a New York limited liability company (“Tenant”). RECITALS WHEREAS, Landlord and Tenant are parties to tha

Binding Letter of Intent, dated April 1, 2024, between Goodness Growth Holdings Inc. and ACE Venture Enterprises, Inc.

Exhibit 10.71 ACE Venture Enterprises, Inc. CONFIDENTIAL Binding Letter of Intent for Acquisition of Vireo Health of NY Assets The following Binding Letter of Intent (“LOI”) constitutes a binding agreement between the Parties. Its terms and conditions are not all-inclusive; however, to the extent provided in this LOI, they shall be binding upon the Parties. As soon as is practicable, the Parties s

Employment Agreement between Goodness Growth Holdings Inc. and Joshua Rosen, effective January 1, 2024.

Exhibit 10.75 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is entered into effective as of January 1, 2024 (the “Effective Date”) by and between Vireo Health, Inc., a Delaware corporation (the “Company”) and Joshua Rosen, an individual residing in the State of Arizona (“Executive”) (collectively “Parties” or individually “Party”). RECITALS WHEREAS, the Company desires to conti

GDNSF / Goodness Growth Holdings, Inc. / Chicago Atlantic Credit Opportunities, LLC - AMENDMENT NO. 1 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Goodness Growth Holdings, Inc. (Name of Issuer) Subordinate Voting Shares (Title of Class of Securities) 38238W1

VIREO GROWTH INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273728 PROSPECTUS SUPPLEMENT NO. 20 (to prospectus dated August 10, 2023) VIREO GROWTH INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants This prospectus supplement is being filed to update and supplement the information contained in

JOINDER TO JOINT FILING AGREEMENT

EXHIBIT 5 JOINDER TO JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to become parties to that certain Joint Filing Agreement dated July 12, 2023 by Chicago Atlantic Credit Opportunities, LLC, Chicago Atlantic Advisers, LLC, Chicago Atlantic Manager, LLC, Chicago Atlantic GP Holdings, LLC, Chicago Atlantic Group, LP, and Chicago Atlantic Group GP, LLC.

Subscription Agreement

EX-99.6 3 ea020858801ex99-6good.htm SUBSCRIPTION AGREEMENT EXHIBIT 6 GOODNESS GROWTH HOLDINGS, INC. SUBSCRIPTION AGREEMENT FOR SUBORDINATE VOTING SHARES (United States Residents Only) THE SECURITIES SUBSCRIBED FOR HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED

Articles of Vireo Growth Inc. dated June 25, 2024 (incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed July 1, 2024)

Exhibit 3.2 The Articles of the Company have been altered pursuant to resolution passed on March 8, 2019 and Notice of Alteration filed with BC Registry on March 18, 2019. VIREO GROWTH INC. VIREO HEALTH INTERNATIONAL, INC. DOMINION ENERGY INC. (the “Company”) GOODNESS GROWTH HOLDINGS, INC. Full name and signature Date of signing /s/ Gunther Roehlig December 9, 2013 Gunther Roehlig, President ARTIC

Notice of Alteration, Notice of Articles and Certificate of Name Change dated June 25, 2024 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed July 1, 2024)

Exhibit 3.1 Date and Time: June 25, 2024 02:08 PM Pacific Time Mailing Address: PO Box 9431 Stn Prov Govt Victoria BC V8W 9V3 www.corporateonline.gov.bc.ca Location: 2nd Floor - 940 Blanshard Street Victoria BC 1 877 526-1526 Notice of Alteration FORM 11 BUSINESS CORPORATIONS ACT Section 257 Filed Date and Time: June 25, 2024 02:08 PM Pacific Time Alteration Date and Time: Notice of Articles Alter

Goodness Growth Holdings Announces Name Change to Vireo Growth Inc. – Subordinate voting shares expected to begin trading under new ticker symbols on July 8, 2024 – –Ticker symbol “VREO” on the CSE in Canada (CSE: VREO); “VREOF” on OTCQX Market (OTCQ

Exhibit 99.1 Goodness Growth Holdings Announces Name Change to Vireo Growth Inc. – Subordinate voting shares expected to begin trading under new ticker symbols on July 8, 2024 – –Ticker symbol “VREO” on the CSE in Canada (CSE: VREO); “VREOF” on OTCQX Market (OTCQX: VREOF) – MINNEAPOLIS – July 1, 2024 – Vireo Growth Inc. (formerly Goodness Growth Holdings, Inc.) ("Vireo" or the "Company") (CSE: GDN

Regulation FD Disclosure, Financial Statements and Exhibits, 8-K

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 25, 2024 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

GOODNESS GROWTH HOLDINGS, INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273728 PROSPECTUS SUPPLEMENT NO. 19 (to prospectus dated August 10, 2023) GOODNESS GROWTH HOLDINGS, INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants This prospectus supplement is being filed to update and supplement the information

Submission of Matters to a Vote of Security Holders

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 21, 2024 GOODNESS GROWTH HOLDINGS, INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of Incorporation) 000-56225 82-383565

GOODNESS GROWTH HOLDINGS, INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273728 PROSPECTUS SUPPLEMENT NO. 18 (to prospectus dated August 10, 2023) GOODNESS GROWTH HOLDINGS, INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants This prospectus supplement is being filed to update and supplement the information

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 14, 2024 GOODNESS GROWTH HOLDINGS, INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of Incorporation) 000-56225 82-383565

GOODNESS GROWTH HOLDINGS, INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273728 PROSPECTUS SUPPLEMENT NO. 17 (to prospectus dated August 10, 2023) GOODNESS GROWTH HOLDINGS, INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants This prospectus supplement is being filed to update and supplement the information

Goodness Growth Holdings, Inc. 2019 Equity Incentive Plan Restricted Stock Unit Agreement, by and between Goodness Growth Holdings, Inc. and Joshua Rosen, effective March 31, 2024 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed June 6, 2024)

Exhibit 10.1 GOODNESS GROWTH HOLDINGS, INC. 2019 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT (Employee Restricted Stock Unit Award) I.            NOTICE OF GRANT Name of Participant: Joshua Rosen Number of Restricted Stock Units: 121,6251 Date of Grant: March 31, 20242 Vesting Schedule: Subject to the terms of this Agreement and the Vireo Health International, Inc. 2019 Equity Incentive

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): May 31, 2024 GOODNESS GROWTH HOLDINGS, INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of Incorporation) 000-56225 82-3835655

Form of Goodness Growth Holdings, Inc. 2019 Equity Incentive Plan Restricted Stock Unit Agreement (Employee Restricted Stock Unit Award) (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed June 6, 2024)

Exhibit 10.2 GOODNESS GROWTH HOLDINGS, INC. 2019 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT (Employee Restricted Stock Unit Award) I.            NOTICE OF GRANT Name of Participant: Number of Restricted Stock Units: Date of Grant: , 202 Vesting Schedule: Subject to the terms of this Agreement and the Vireo Health International, Inc. 2019 Equity Incentive Plan (the “Plan”), the Restricte

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A   PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy

GOODNESS GROWTH HOLDINGS, INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-273728 PROSPECTUS SUPPLEMENT NO. 15 (to prospectus dated August 10, 2023)   GOODNESS GROWTH HOLDINGS, INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants This prospectus supplement is being filed to update and supple

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A   PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒

GOODNESS GROWTH HOLDINGS, INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273728 PROSPECTUS SUPPLEMENT NO. 16 (to prospectus dated August 10, 2023)   GOODNESS GROWTH HOLDINGS, INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants This prospectus supplement is being filed to update and supplement the informati

Sixth Amendment to Lease Agreement, dated March 5, 2024, by and between IIP-NY 2 LLC and Vireo Health of New York LLC

Exhibit 10.66 SIXTH AMENDMENT TO LEASE AGREEMENT THIS SIXTH AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is entered into as of March 5, 2024 (the “Amendment Effective Date”), by and between IIP-NY 2 LLC, a Delaware limited liability company (“Landlord”), and Vireo Health of New York, LLC, a New York limited liability company (“Tenant”). RECITALS A.WHEREAS, Landlord and Tenant are parties to tha

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56225 GOODNESS

Seventh Amendment to Lease Agreement, dated March 11, 2024, by and between IIP-NY 2 LLC and Vireo Health of New York LLC

Exhibit 10.67 SEVENTH AMENDMENT TO LEASE AGREEMENT THIS SEVENTH AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is entered into as of March 11, 2024 (the “Amendment Effective Date”), by and between IIP-NY 2 LLC, a Delaware limited liability company (“Landlord”), and Vireo Health of New York, LLC, a New York limited liability company (“Tenant”). RECITALS A.WHEREAS, Landlord and Tenant are parties t

GOODNESS GROWTH HOLDINGS, INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273728 PROSPECTUS SUPPLEMENT NO. 14 (to prospectus dated August 10, 2023) GOODNESS GROWTH HOLDINGS, INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants This prospectus supplement is being filed to update and supplement the information

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, 8-K

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): April 30, 2024 GOODNESS GROWTH HOLDINGS, INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of Incorporation) 000-56225 82-38356

GOODNESS GROWTH HOLDINGS, INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273728 PROSPECTUS SUPPLEMENT NO. 13 (to prospectus dated August 10, 2023) GOODNESS GROWTH HOLDINGS, INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants This prospectus supplement is being filed to update and supplement the information

– Josh Rosen to shed Interim title and become Chief Executive Officer; Company provides other key personnel updates – – Company receives a short-term extension of the maturity date on its credit facility – – Company plans corporate name change to Vir

Exhibit 99.1 Goodness Growth Provides CREAM & Fire Updates 05/01/2024 – Josh Rosen to shed Interim title and become Chief Executive Officer; Company provides other key personnel updates – – Company receives a short-term extension of the maturity date on its credit facility – – Company plans corporate name change to Vireo – MINNEAPOLIS, May 01, 2024 (GLOBE NEWSWIRE) - Goodness Growth Holdings, Inc.

Employment Agreement between Goodness Growth Holdings, Inc., Vireo Health, Inc. and Patrick Peters, effective as of December 1, 2020

EXHIBIT 10.63 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is entered into on December 1, 2020 (“Effective Date”) by and between Vireo Health, Inc., a Delaware corporation (the “Company”) and Patrick Peters, an individual residing in the State of New Jersey (“Employee”) (collectively “Parties” or individually “Party”). RECITALS WHEREAS, the Company desires to continue to employ Emp

First Amendment to Employment Agreement, effective February 2, 2022, by and among Goodness Growth Holdings, Inc., Vireo Health, Inc. and Patrick Peters

EXHIBIT 10.64 AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment to Employment Agreement (“Amendment”) is made effective as of February 2, 2022 (“Effective Date”) by and among Goodness Growth Holdings, Inc., a British Columbia corporation (“Parent”), Vireo Health, Inc., a Delaware corporation (the “Employer”) and Patrick Peters, an individual residing in the State/Commonwealth of New Jersey (“Employ

Second Amendment to Employment Agreement, effective February 2, 2022, by and among Goodness Growth Holdings, Inc., Vireo Health, Inc., and Patrick Peters

EXHIBIT 10.65 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT This Second Amendment to Employment Agreement (“Second Amendment”) is made effective as of February 2, 2022 (“Effective Date”) by and among Goodness Growth Holdings, Inc., a British Columbia corporation (“Parent”), Vireo Health, Inc., a Delaware corporation (the “Employer”) and John Heller, an individual residing in the State of Minnesota (“Em

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to . Commissi

GOODNESS GROWTH HOLDINGS, INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273728 PROSPECTUS SUPPLEMENT NO. 12 (to prospectus dated August 10, 2023) GOODNESS GROWTH HOLDINGS, INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants This prospectus supplement is being filed to update and supplement the information

GOODNESS GROWTH HOLDINGS, INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273728 PROSPECTUS SUPPLEMENT NO. 11 (to prospectus dated August 10, 2023) GOODNESS GROWTH HOLDINGS, INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants This prospectus supplement is being filed to update and supplement the information

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): April 12, 2024 GOODNESS GROWTH HO

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): April 12, 2024 GOODNESS GROWTH HOLDINGS, INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of Incorporation) 000-56225 82-38356

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): April 12, 2024 GOODNESS GROWTH HO

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): April 12, 2024 GOODNESS GROWTH HOLDINGS, INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of Incorporation) 000-56225 82-38356

Goodness Growth Holdings, Inc.’s Notice of Meeting and Record Date, dated April 12, 2024.

Exhibit 99.1 April 12, 2024 Filed via SEDAR+ To All Applicable Exchanges and Securities Administrators Subject: Goodness Growth Holdings, Inc. (the “Issuer”) Notice of Meeting and Record Date Dear Sir/Madam: We are pleased to confirm the following information with respect to the Issuer’s upcoming meeting of securityholders: Meeting Type: Annual General Special Meeting Meeting Date: June 21, 2024 R

Filed via SEDAR+

Exhibit 99.1 April 12, 2024 Filed via SEDAR+ To All Applicable Exchanges and Securities Administrators Subject: Goodness Growth Holdings, Inc. (the “Issuer”) Notice of Meeting and Record Date Dear Sir/Madam: We are pleased to confirm the following information with respect to the Issuer’s upcoming meeting of securityholders: Meeting Type: Annual General Special Meeting Meeting Date: June 21, 2024 R

GOODNESS GROWTH HOLDINGS, INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273728 PROSPECTUS SUPPLEMENT NO. 10 (to prospectus dated August 10, 2023) GOODNESS GROWTH HOLDINGS, INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants This prospectus supplement is being filed to update and supplement the information

Financial Statements and Exhibits, 8-K

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): April 1, 2024 GOODNESS GROWTH HOLDINGS, INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of Incorporation) 000-56225 82-383565

– Led by Steven Acevedo and Art Isagholian, ACE Venture Enterprises, Inc., a minority-owned business, plans to acquire Vireo Health of New York to accelerate entry into the New York market – – Ace plans to retain Goodness Growth with a collaborative

Exhibit 99.1 CORRECTION - ACE Venture Enterprises, Inc. Announces Planned Acquisition of Vireo Health of New York from Goodness Growth Holdings 04/01/2024 – Led by Steven Acevedo and Art Isagholian, ACE Venture Enterprises, Inc., a minority-owned business, plans to acquire Vireo Health of New York to accelerate entry into the New York market – – Ace plans to retain Goodness Growth with a collabora

As filed with the Securities and Exchange Commission on April 2, 2024

As filed with the Securities and Exchange Commission on April 2, 2024 Registration No.

Goodness Growth Holdings, Inc. Non-Statutory Stock Option Agreement for J. Michael Schroeder (400,000 options), dated June 7, 2023.

Exhibit 4.14 GOODNESS GROWTH HOLDINGS, INC. NON-STATUTORY STOCK OPTION AGREEMENT I. NOTICE OF GRANT Name of Optionee: J. Michael Schroeder Number of Shares: 400,000 Subordinate Voting Shares Date of Grant: June 7, 2023 Exercise Price per Share: USD$0.1757 Expiration Date: June 6, 2033 (5:00 p.m., Central Time) Exercise Schedule: Subject to Section 4 hereof: (1) 225,000 of the Shares covered by the

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Goodness Growth Holdings, Inc.

Goodness Growth Holdings, Inc. Non-Plan Restricted Stock Unit Agreement for J. Michael Schroeder, dated December 14, 2022.

Exhibit 4.5 GOODNESS GROWTH HOLDINGS, INC. NON-PLAN RESTRICTED STOCK UNIT AGREEMENT (Employee Restricted Stock Unit Award) I. NOTICE OF GRANT Name of Recipient: J. Michael Schroeder Number of Restricted Stock Units: 257,221 Date of Grant: December 14, 2022 Vesting Schedule: Subject to Section III.4 hereof and to the Employment Agreement by and between Vireo Health, Inc. (the “Subsidiary Employer”)

As filed with the Securities and Exchange Commission on April 2, 2024

As filed with the Securities and Exchange Commission on April 2, 2024 Registration No.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Goodness Growth Holdings, Inc.

Goodness Growth Holdings, Inc. Non-Statutory Stock Option Agreement for J. Michael Schroeder, dated December 14, 2022.

Exhibit 4.12 GOODNESS GROWTH HOLDINGS, INC. NON-STATUTORY STOCK OPTION AGREEMENT I. NOTICE OF GRANT Name of Optionee: J. Michael Schroeder Number of Shares: 308,927 Subordinate Voting Shares Date of Grant: December 14, 2022 Exercise Price per Share: USD$0.301 Expiration Date: December 14, 2032 (5:00 p.m., Central Time on the day preceding the tenth anniversary of the Date of Grant.) Exercise Sched

As filed with the Securities and Exchange Commission on April 2, 2024

As filed with the Securities and Exchange Commission on April 2, 2024 Registration No.

Goodness Growth Holdings, Inc. Non-Statutory Stock Option Agreement for J. Michael Schroeder (239,907 options), dated June 7, 2023.

Exhibit 4.13 GOODNESS GROWTH HOLDINGS, INC. NON-STATUTORY STOCK OPTION AGREEMENT I. NOTICE OF GRANT Name of Optionee: J. Michael Schroeder Number of Shares: 239,907 Subordinate Voting Shares Date of Grant: June 7, 2023 Exercise Price per Share: USD$0.1757 Expiration Date: June 6, 2033 (5:00 p.m., Central Time) Exercise Schedule: Subject to Section 4 hereof: (1) 59,977 of the Shares covered by the

GOODNESS GROWTH HOLDINGS, INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273728 PROSPECTUS SUPPLEMENT NO. 9 (to prospectus dated August 10, 2023) GOODNESS GROWTH HOLDINGS, INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants This prospectus supplement is being filed to update and supplement the information

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-56225 GOODNESS GROWTH HOLDINGS, INC. (Exact name of registrant as specif

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to . Commission file number 000-5

Goodness Growth Holdings, Inc. Incentive Stock Option Agreement for Kyle Kingsley, dated January 4, 2023 (incorporated by reference to Exhibit 10.55 to our Annual Report on Form 10 - K for the fiscal year ended December 31, 2023)

EXHIBIT 10.55 GOODNESS GROWTH HOLDINGS, INC. INCENTIVE STOCK OPTION AGREEMENT I.NOTICE OF GRANT Name of Optionee:Kyle Kingsley Number of Shares:5,100,821 Subordinate Voting Shares Date of Grant:January 4, 2023 Exercise Price per Share:USD$0.33 Expiration Date:May 1, 2028 (5:00 p.m., Central Time) Vesting and Exercise: 100% of the Shares covered by the Option are immediately exercisable and vested

Goodness Growth Holdings, Inc. Non-Plan Restricted Stock Unit Agreement for Kyle Kingsley, dated December 14, 2022 (incorporated by reference to Exhibit 10.56 to our Annual Report on Form 10 - K for the fiscal year ended December 31, 2023)

EXHIBIT 10.56 GOODNESS GROWTH HOLDINGS, INC. NON-PLAN RESTRICTED STOCK UNIT AGREEMENT (Employee Restricted Stock Unit Award) I. NOTICE OF GRANT Name of Recipient:Kyle Kingsley Number of Restricted Stock Units:679,064 Date of Grant:December 14, 2022 Vesting Schedule: Subject to Section III.4 hereof and to the Employment Agreement by and between Vireo Health, Inc. (the “Subsidiary Employer”) and the

List of Subsidiaries of Goodness Growth Holdings, Inc. (incorporated by reference to Exhibit 21.1 to our Annual Report on Form 10 - K for the fiscal year ended December 31, 2023)

Exhibit 21.1 SUBSIDIARIES Subsidiary State of Organization 1776 Hemp, LLC Delaware EHF Cultivation Management, LLC Arizona Elephant Head Farm, LLC Arizona MaryMed, LLC dba Green Goods Maryland Mayflower Botanicals Inc. Massachusetts, but converted to For Profit 11/16/2018 MJ Distributing C201, LLC Nevada MJ Distributing P132, LLC Nevada Resurgent Biosciences, Inc. (fka Resurgent Pharmaceuticals, I

Goodness Growth Holdings, Inc. Non-Plan Stock Option Agreement for Joshua Rosen, dated December 14, 2022 (incorporated by reference to Exhibit 10.53 to our Annual Report on Form 10 - K for the fiscal year ended December 31, 2023)

EXHIBIT 10.53 GOODNESS GROWTH HOLDINGS, INC. NON-PLAN STOCK OPTION AGREEMENT I.NOTICE OF GRANT Name of Optionee:Joshua Rosen Number of Shares:2,000,000 Subordinate Voting Shares Date of Grant:December 14, 2022 Exercise Price per Share:USD$0.301 Expiration Date: December 14, 2032 (5:00 p.m., Central Time on the day preceding the tenth anniversary of the Date of Grant.) Vesting Schedule: Subject to

Goodness Growth Holdings, Inc. Non-Plan Restricted Stock Unit Agreement for Patrick Peters, dated December 14, 2022 (incorporated by reference to Exhibit 10.60 to our Annual Report on Form 10 - K for the fiscal year ended December 31, 2023)

EXHIBIT 10.60 GOODNESS GROWTH HOLDINGS, INC. NON-PLAN RESTRICTED STOCK UNIT AGREEMENT (Employee Restricted Stock Unit Award) I. NOTICE OF GRANT Name of Recipient:Patrick Peters Number of Restricted Stock Units:205,777 Date of Grant:December 14, 2022 Vesting Schedule: Subject to Section III.4 hereof and to the Employment Agreement by and between Vireo Health, Inc. (the “Subsidiary Employer”) and th

Goodness Growth Holdings, Inc. Non-Statutory Stock Option Agreement for John Heller (1,314,941 options), dated June 7, 2023 (incorporated by reference to Exhibit 10.58 to our Annual Report on Form 10 - K for the fiscal year ended December 31, 2023)

EXHIBIT 10.58 GOODNESS GROWTH HOLDINGS, INC. NON-STATUTORY STOCK OPTION AGREEMENT I.NOTICE OF GRANT Name of Optionee:John Heller Number of Shares:1,314,941 Subordinate Voting Shares Date of Grant:June 7, 2023 Exercise Price per Share:USD$0.1757 Expiration Date:June 6, 2033 (5:00 p.m., Central Time) Exercise Schedule: Subject to Section 4 hereof: (1) 821,838 of the Shares covered by the Option are

Goodness Growth Holdings, Inc. Non-Plan Restricted Stock Unit Agreement for Amber Shimpa, dated December 14, 2022 (incorporated by reference to Exhibit 10.62 to our Annual Report on Form 10 - K for the fiscal year ended December 31, 2023).

EXHIBIT 10.62 GOODNESS GROWTH HOLDINGS, INC. NON-PLAN RESTRICTED STOCK UNIT AGREEMENT (Employee Restricted Stock Unit Award) I. NOTICE OF GRANT Name of Recipient:Amber Shimpa Number of Restricted Stock Units:267,510 Date of Grant:December 14, 2022 Vesting Schedule: Subject to Section III.4 hereof and to the Employment Agreement by and between Vireo Health, Inc. (the “Subsidiary Employer”) and the

Goodness Growth Holdings, Inc. Non-Statutory Stock Option Agreement for Amber Shimpa, dated December 14, 2022 (incorporated by reference to Exhibit 10.61 to our Annual Report on Form 10 - K for the fiscal year ended December 31, 2023).

EXHIBIT 10.61 GOODNESS GROWTH HOLDINGS, INC. NON-STATUTORY STOCK OPTION AGREEMENT I.NOTICE OF GRANT Name of Optionee:Amber Shimpa Number of Shares:321,284 Subordinate Voting Shares Date of Grant:December 14, 2022 Exercise Price per Share:USD$0.301 Expiration Date: December 14, 2032 (5:00 p.m., Central Time on the day preceding the tenth anniversary of the Date of Grant.) Exercise Schedule: Subject

Articles of Goodness Growth Holdings, Inc. (incorporated by reference to Exhibit 3.1 to Annual Report on Form 10-K for the fiscal year ended December 31, 2023).

EXHIBIT 3.1 The Articles of the Company have been altered pursuant to resolution passed on March 8, 2019 and Notice of Alteration filed with BC Registry on March 18, 2019. VIREO HEALTH INTERNATIONAL, INC. DOMINION ENERGY INC. (the “Company”) GOODNESS GROWTH HOLDINGS, INC. Full name and signature Date of signing Gunther Roehlig, President December 9, 2013 ARTICLES - of –GOODNESS GROWTH HOLDINGS, IN

Goodness Growth Holdings, Inc. Non-Statutory Stock Option Agreement for Kyle Kingsley, dated December 14, 2022 (incorporated by reference to Exhibit 10.54 to our Annual Report on Form 10 - K for the fiscal year ended December 31, 2023)

EXHIBIT 10.54 GOODNESS GROWTH HOLDINGS, INC. NON-STATUTORY STOCK OPTION AGREEMENT I.NOTICE OF GRANT Name of Optionee:Kyle Kingsley Number of Shares:671,402 Subordinate Voting Shares Date of Grant:December 14, 2022 Exercise Price per Share:USD$0.301 Expiration Date:December 14, 2032 (5:00 p.m., Central Time on the day preceding the tenth anniversary of the Date of Grant.) Exercise Schedule: Subject

Goodness Growth Holdings, Inc. Non-Statutory Stock Option Agreement for John Heller (287,888 options), dated June 7, 2023 (incorporated by reference to Exhibit 10.57 to our Annual Report on Form 10 - K for the fiscal year ended December 31, 2023)

EXHIBIT 10.57 GOODNESS GROWTH HOLDINGS, INC. NON-STATUTORY STOCK OPTION AGREEMENT I.NOTICE OF GRANT Name of Optionee:John Heller Number of Shares:287,888 Subordinate Voting Shares Date of Grant:June 7, 2023 Exercise Price per Share:USD$0.1757 Expiration Date:June 6, 2033 (5:00 p.m., Central Time) Exercise Schedule: Subject to Section 4 hereof: (1) 71,972 of the Shares covered by the Option are ves