Q2 GAAP revenue of $209.3 million increased 335% year-over-year, driven by recently closed M&A transactions.
Q2 proforma revenue of $254.9 million, gives effect to the acquisitions of Hawthorne, Bridgewell, and PharmaCann as if they were completed on April 1, 2026.
Assuming the completion of all announced acquisitions, Vireo will become the largest U.S. cannabis operator by dispensary count with approximately 270 dispensaries, and among the largest U.S. cannabis companies by revenue.
Closed the Hawthorne, Eaze and Bridgewell transactions during the second quarter.
Announced the FLUENT and C21 acquisitions during the second quarter, which will expand our retail footprint in Florida and further strengthen our platform in Nevada.
Subsequent to quarter end, closed the PharmaCann acquisition, deepening our market position in Colorado, and entered Pennsylvania through the acquisition of PhytoNatural dispensary licenses.
Subsequent to quarter end, announced an asset purchase agreement, to acquire select Cannabist assets, which will expand our key Colorado platform and mark our entry into Massachusetts, New Jersey, and Illinois.
Subsequent to quarter end, announced a merger agreement with Planet 13 which will deepen our positions in Nevada and Florida while expanding our Illinois platform.
Subsequent to quarter end, announced a four-deal transaction through securities purchase agreements to establish a fully-built vertical operation in Ohio, our 15th state.
Announced a new asset-based revolving credit facility with a $65 million initial commitment, expandable to $85 million with an additional $20 million accordion (up to $105M total), priced at Term SOFR + 1.75%–2.00%.
Company closed Q2 with $122.7 million in cash; expects to remain acquisitive.
MINNEAPOLIS, Aug. 11, 2026 — Vireo Growth Inc. (“Vireo” or the “Company”) (CSE: VREO; OTCQX: VREOF), a leading vertically integrated cannabis company and agricultural markets platform, today reported financial results for its second fiscal quarter ended June 30, 2026. Key financial results are presented below in summary form with supporting commentary and discussion from management of certain key operating metrics which the Company uses to judge its performance. All currency figures referenced herein are denominated in U.S. dollars.
Year-over-Year Performance Summary
| Three Months Ended | |||||||
| US $ in millions | June 30, | ||||||
| 2026 | 2025 | Variance | |||||
| GAAP Revenue | $209.3 | $48.1 | 335.1% | ||||
| GAAP Cannabis Revenue | $175.8 | $48.1 | 265.5% | ||||
| GAAP Non-Cannabis Revenue | $33.5 | $0.0 | 100.0% | ||||
| GAAP Gross Profit | $95.3 | $20.4 | 367.2% | ||||
| Gross Profit Margin | 45.5% | 42.4% | 310 bps | ||||
| Adjusted Gross Profit(1) | $98.4 | $24.7 | 298.4% | ||||
| Adjusted Gross Profit Margin(1) | 47.0% | 51.4% | -430 bps | ||||
| Adjusted Cannabis Gross Profit(1) | $92.4 | $24.7 | 274.1% | ||||
| Adjusted Cannabis Gross Profit Margin(1) | 52.6% | 51.4% | 120 bps | ||||
| Adjusted Non-Cannabis Gross Profit(1) | $6.0 | $0.0 | 100.0% | ||||
| Adjusted Non-Cannabis Gross Profit Margin(1) | 17.9% | 0.0% | 1,790 bps | ||||
| Adjusted EBITDA (non-GAAP)(2) | $41.5 | $13.3 | 212.0% | ||||
| Adjusted EBITDA Margin(2) | 19.8% | 27.7% | -780 bps | ||||
| Adjusted Cannabis EBITDA (non-GAAP)(2) | $39.4 | $13.3 | 196.2% | ||||
| Adjusted Cannabis EBITDA Margin(2) | 22.4% | 27.7% | -520 bps | ||||
| Adjusted Non-Cannabis EBITDA (non-GAAP)(2) | $2.1 | $0.0 | 100.0% | ||||
| Adjusted Non-Cannabis EBITDA Margin(2) | 6.3% | 0.0% | 630 bps | ||||
1Non-GAAP measure. Excludes fair value adjustments and non-cash product costs.
2Non-GAAP measure. See Supplemental Information and Reconciliation of Non-GAAP Financial Measures.
Sequential Performance Summary
| US $ in millions | Three Months Ended | |||||||
| June 30, 2026 | March 31, 2026 | Variance | ||||||
| GAAP Revenue | $209.3 | $106.2 | 97.1% | |||||
| GAAP Cannabis Revenue | $175.8 | $106.2 | 65.5% | |||||
| GAAP Non-Cannabis Revenue | $33.5 | $0.0 | 100.0% | |||||
| GAAP Gross Profit | $95.3 | $59.3 | 60.7% | |||||
| Gross Profit Margin | 45.5% | 55.8% | -1,030 bps | |||||
| Adjusted Gross Profit(1) | $98.4 | $59.8 | 64.5% | |||||
| Adjusted Gross Profit Margin(1) | 47.0% | 56.3% | -930 bps | |||||
| Adjusted Cannabis Gross Profit(1) | $92.4 | $59.8 | 54.5% | |||||
| Adjusted Cannabis Gross Profit Margin(1) | 52.6% | 56.3% | -370 bps | |||||
| Adjusted Non-Cannabis Gross Profit(1) | $6.0 | $0.0 | 100.0% | |||||
| Adjusted Non-Cannabis Gross Profit Margin(1) | 17.9% | 0.0% | 1,790 bps | |||||
| Adjusted EBITDA (non-GAAP)(2) | $41.5 | $32.7 | 26.9% | |||||
| Adjusted EBITDA Margin(2) | 19.8% | 30.8% | -1,100 bps | |||||
| Adjusted Cannabis EBITDA (non-GAAP)(2) | $39.4 | $32.7 | 20.5% | |||||
| Adjusted Cannabis EBITDA Margin(2) | 22.4% | 30.8% | -840 bps | |||||
| Adjusted Non-Cannabis EBITDA (non-GAAP)(2) | $2.1 | $0.0 | 100.0% | |||||
| Adjusted Non-Cannabis EBITDA Margin(2) | 6.3% | 0.0% | 630 bps | |||||
1Non-GAAP measure. Excludes fair value adjustments and non-cash product costs.
2Non-GAAP measure. See Supplemental Information and Reconciliation of Non-GAAP Financial Measures.
Management Commentary
John Mazarakis, Chief Executive Officer of Vireo, commented: “We believe the cannabis industry is entering a period where scale alone is no longer enough. The companies that create lasting value will be those that combine disciplined capital allocation, operational excellence, and the ability to integrate businesses efficiently. Every acquisition we announced during the quarter reflects that philosophy. Rather than pursuing growth for its own sake, we are building a diversified cannabis and agribusiness platform where each investment strengthens the value of the broader organization.”
Mazarakis continued, “With our pending transactions, Vireo has assembled one of the industry’s largest operating footprints while remaining focused on improving profitability, expanding free cash flow, and building $100 million-plus businesses across our core markets over time. As we strategically diversify our platform, the Hawthorne and Bridgewell acquisitions establish the foundation of our national agribusiness supply platform, extending our reach beyond cannabis and forming the basis of our non-cannabis reporting segment. We believe the investments we are making today will position the Company to demonstrate the full earnings power of our platform as integration activities continue into 2027.”
Q2 Highlights
- Completed its merger with Eaze Inc. (“Eaze”), with Eaze becoming a wholly owned subsidiary of the Company, deepening presence in Colorado, adding two new markets: California and Florida, and enhancing Vireo’s IP portfolio with a robust delivery platform. See more.
- Completed the acquisition of The Hawthorne Gardening Company LLC (“Hawthorne”) and its subsidiaries from The Scotts Miracle-Gro Company, strengthening the Vireo balance sheet and creating a procurement platform to optimize supply chain management and drive cost efficiency across our portfolio. See more.
- Announced a definitive agreement with Glass House Brands Inc. (“Glass House”) to form a joint venture to combine each party’s California dispensary operations in exchange for a 50% ownership interest, supported by a preferential supply agreement with Glass House, and an option after five years for Vireo to acquire Glass House’s equity interest in the joint venture, with Glass House having a reciprocal put right. See more.
- Entered into a definitive arrangement agreement to acquire all outstanding shares of FLUENT Corp. (“Fluent”) in an all-stock transaction. The acquisition, when complete, expands our presence in Florida, one of the most important cannabis markets in the country. See more.
- Announced and completed the acquisition of Agribusiness Holdings Limited Partnership, including its subsidiary, Bridgewell Agribusiness LLC (“Bridgewell”), supporting Vireo’s newly formed agribusiness and its supply chain and procurement strategy vision. See more.
- Exercised its option to purchase the Johnstown New York facility from IIP-NY 2 LLC, a subsidiary of Innovative Industrial Properties Inc. See more.
- Announced a definitive agreement to acquire C21 Investment, Inc. (“C21”), to deepen its presence in Nevada with a strong operator. See more.
- Completed a board approved share consolidation at a ratio of 30-to-1 and changed its auditor to BDO USA, P.C.
Subsequent Events (Through August 10, 2026)
- Announced and completed the acquisition of FarmX, LLC d/b/a PhytoNatural (“PhytoNatural”), via Vive Penn, LLC (“Vive”), a joint venture between Vireo Health of PA, LLC and Hive Holdings, Inc., which includes a non-operational medical cannabis retail permit that, subject to applicable regulatory approvals, authorizes the operation of up to six dispensaries in Pennsylvania,providing an entry point for future expansion into a new state, Pennsylvania, an important medical market. See more.
- Announced a definitive purchase agreement to acquire certain assets from The Cannabist Company Holdings Inc. (“Cannabist”), including cannabis cultivation, manufacturing and up to 20 retail operations from subsidiaries, enhancing our Colorado operations and entering three new markets: Illinois, Massachusetts, and New Jersey. See more.
- Announced a merger agreement (the “Merger Agreement”) with Planet 13 Holdings Inc. (“Planet 13”, such transaction the “Merger”), in an all-stock transaction, to acquire their cultivation, processing, delivery, consumption license, and retail dispensaries in Nevada, Illinois and Florida. See more.
- Simultaneously announced four acquisitions in Ohio, entering our 15th state with meaningful scale including 8 dispensaries, a cultivation and processing facility, and related owned and leased real estate. See more.
- Completed the acquisition of certain PharmaCann Inc. assets, transitioning from management under an MSA to ownership in Colorado. See more.
- Announced a new asset-based revolving credit facility with a $65 million initial commitment, expandable to $85 million and further to $105M through a $20 million accordion feature, priced at Term SOFR plus a 1.75%–2.00% applicable margin. See more.
Balance Sheet and Liquidity
As of June 30, 2026, total current assets excluding income taxes receivable were $374.0 million, including cash on hand of $122.7 million and marketable securities of $1.0 million. Total current liabilities excluding uncertain tax liabilities and contingent consideration were $181.4 million. As of June 30, 2026, the Company had a total of 54.4 million subordinate voting shares outstanding on a treasury method basis using a share price of $15.00 comprised of 45.8 million subordinate voting shares outstanding on an as converted basis, 2.1 million RSUs, 1.2 million shares issuable upon conversion of convertible debt, 3.5 million shares held in escrow, 1.2 million shares expected to be issued in connection with the satisfaction of earn-out liabilities, and 0.6 million in the money warrants and options adjusted for the treasury method.
Conference Call and Webcast Information
Vireo management will host a conference call with research analysts today, August 11, 2026, at 8:00 a.m. ET (7:00 a.m. CT) to discuss its financial results for its second quarter ended June 30, 2026. Interested parties may attend the conference call by dialing +1 833 461 5787 (Toll-Free US and Canada) or for international callers, International Dial-In Numbers, and reference conference ID number 596468752.
A live audio webcast of this event will also be available in the Events & Presentations section of the Company’s Investor Relations website and via the following link: https://events.q4inc.com/attendee/596468752
About Vireo Growth Inc.
Vireo Growth Inc. (CSE: VREO; OTCQX: VREOF) is a leading vertically integrated cannabis company building a broad platform across cannabis and adjacent agricultural markets. The Company operates cultivation, manufacturing, retail dispensaries, home delivery, distribution, and agricultural supply businesses across the United States, creating exposure to both cannabis and complementary adjacent markets. With current operations in 10 states and more than 170 dispensaries nationwide, Vireo combines disciplined capital allocation, strategic acquisitions, and local market execution to scale its platform and drive long-term shareholder value. The Company is focused on expanding market share and strengthening its portfolio of consumer brands and services, while supporting the customers, employees, shareholders, and communities it serves. For more information about Vireo, visit www.vireogrowth.com.
Additional Information
Additional information relating to the Company’s second quarter 2026 results will be available on EDGAR and SEDAR+ later today. Vireo refers to certain non-GAAP financial measures such as Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA), Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Gross Profit, and Adjusted Gross Profit Margin in circumstances in which the Company believes that doing so provides additional perspective and insights when analyzing the core operating performance of the business. These measures do not have any standardized meaning and may not be comparable to similar measures presented by other issuers. Please see the Supplemental Information and Reconciliation of Non-GAAP Financial Measures at the end of this news release for more detailed information regarding non-GAAP financial measures including a reconciliation of each measure to the most directly comparable GAAP financial measure.
| VIREO GROWTH INC. STATE-BY-STATE REVENUE PERFORMANCE THREE MONTHS ENDED JUNE 30, 2026, 2025, 2026 PRO FORMA, AND 2025 PRO FORMA (Amounts Expressed in millions of United States Dollars, Unaudited) |
||||||||||||||
| Three Months Ended | ||||||||||||||
| June 30, | ||||||||||||||
| 2026 | 2025 | $ Change | % Change | |||||||||||
| Retail: | ||||||||||||||
| MN | $ | 19.0 | $ | 10.9 | $ | 8.1 | 74 | % | ||||||
| NY | 0.8 | 1.1 | (0.3 | ) | (27 | ) | % | |||||||
| MD | 6.7 | 6.7 | — | — | % | |||||||||
| UT | 13.1 | 6.1 | 7.0 | 115 | % | |||||||||
| NV | 28.3 | 6.4 | 21.9 | 342 | % | |||||||||
| MO | 20.9 | 5.6 | 15.3 | 273 | % | |||||||||
| CO | 28.4 | — | 28.4 | 100 | % | |||||||||
| NM | 9.4 | — | 9.4 | 100 | % | |||||||||
| CA | 18.0 | — | 18.0 | 100 | % | |||||||||
| FL | 9.5 | — | 9.5 | 100 | % | |||||||||
| Total Retail | $ | 154.1 | $ | 36.8 | $ | 117.3 | 319 | % | ||||||
| Wholesale: | ||||||||||||||
| MN | $ | 0.1 | $ | 0.2 | $ | (0.1 | ) | (50 | ) | % | ||||
| NY | 8.9 | 4.1 | 4.8 | 117 | % | |||||||||
| MD | 3.4 | 4.2 | (0.8 | ) | (19 | ) | % | |||||||
| UT | 2.4 | 1.1 | 1.3 | 118 | % | |||||||||
| NV | 0.1 | — | 0.1 | 100 | % | |||||||||
| MO | 5.9 | 1.7 | 4.2 | 247 | % | |||||||||
| CO | 0.9 | — | 0.9 | 100 | % | |||||||||
| Total Wholesale | $ | 21.7 | $ | 11.3 | $ | 10.4 | 92 | % | ||||||
| Total Cannabis Revenue | $ | 175.8 | $ | 48.1 | $ | 127.7 | 265 | % | ||||||
| Non-Cannabis Revenue | 33.5 | — | 33.5 | 100 | % | |||||||||
| Total Revenue | $ | 209.3 | $ | 48.1 | $ | 161.2 | 335 | % | ||||||
| Three Months Ended | ||||||||||||||
| June 30, | ||||||||||||||
| 2026 (pro forma)1 | 2025 (pro forma)1 | $ Change | % Change | |||||||||||
| Retail: | ||||||||||||||
| MN | $ | 19.0 | $ | 10.9 | $ | 8.1 | 74 | % | ||||||
| NY | 0.8 | 1.1 | (0.3 | ) | (27 | ) | % | |||||||
| MD | 6.7 | 6.7 | 0.0 | 0 | % | |||||||||
| UT | 13.1 | 11.6 | 1.5 | 13 | % | |||||||||
| NV | 28.3 | 24.9 | 3.4 | 14 | % | |||||||||
| MO | 20.9 | 20.1 | 0.8 | 4 | % | |||||||||
| CO | 44.8 | 52.4 | (7.6 | ) | (15 | ) | % | |||||||
| NM | 9.4 | 8.2 | 1.2 | 15 | % | |||||||||
| CA | 18.0 | 18.7 | (0.7 | ) | (4 | ) | % | |||||||
| FL | 9.5 | 5.3 | 4.2 | 79 | % | |||||||||
| Total Retail | $ | 170.5 | $ | 159.9 | $ | 10.6 | 7 | % | ||||||
| Wholesale: | ||||||||||||||
| MN | 0.1 | 0.2 | (0.1 | ) | (50 | ) | % | |||||||
| NY | 8.9 | 4.1 | 4.8 | 117 | % | |||||||||
| MD | 3.4 | 4.2 | (0.8 | ) | (19 | ) | % | |||||||
| UT | 2.4 | 1.9 | 0.5 | 26 | % | |||||||||
| NV | 0.1 | 0.2 | (0.1 | ) | (50 | ) | % | |||||||
| MO | 5.9 | 4.8 | 1.1 | 23 | % | |||||||||
| CO | 0.9 | 0.7 | 0.2 | 29 | % | |||||||||
| Total Wholesale | $ | 21.7 | $ | 16.1 | $ | 5.6 | 35 | % | ||||||
| Total Cannabis Revenue | $ | 192.2 | $ | 176.0 | $ | 16.2 | 9 | % | ||||||
| Non-Cannabis Revenue | $ | 62.7 | N.M. | N.M. | N.M. | |||||||||
| Total Revenue | $ | 254.9 | N.M. | N.M. | N.M. | |||||||||
N.M – Not meaningful
1Proforma results give effect to the acquisitions of Vireo Health of Rocky Mountain, Eaze, Hawthorne, Bridgewell, and PharmaCann as if they were completed on April 1, 2025. Pro forma information has been presented for informational purposes only and is not necessarily indicative of the Company’s past results of operations, nor is it indicative of the future operating results of the Company and should not be considered a substitute for the financial information presented in accordance with GAAP.
Supplemental Information and Reconciliation of Non-GAAP Financial Measures
Vireo management occasionally elects to provide certain non-GAAP financial measures such as Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA), Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Gross Profit, and Adjusted Gross Profit Margin. EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Gross Profit, and Adjusted Gross Profit Margin are non-GAAP measures and do not have standardized definitions under GAAP. The following information provides reconciliations of the supplemental non-GAAP financial measures presented herein to the most directly comparable financial measures calculated and presented in accordance with GAAP. The Company has provided the non-GAAP financial measures, which are not calculated or presented in accordance with GAAP, as supplemental information and in addition to the financial measures that are calculated and presented in accordance with GAAP. These supplemental non-GAAP financial measures should not be considered superior to, as a substitute for or as an alternative to, and should be considered in conjunction with, the GAAP financial measures presented.
Reconciliation of Net Loss to EBITDA and Adjusted EBITDA
We have included this information as management believes certain investors use this information to evaluate our performance in comparison to other cannabis companies. The table below provides a reconciliation of net loss to EBITDA and to Adjusted EBITDA for both our cannabis and non-cannabis operations.
| Three Months Ended | |||||||||||||||
| June 30, | |||||||||||||||
| 2026 (Cannabis) | 2025 (Cannabis) | 2026 (Non-Cannabis) | 2025 (Non-Cannabis) | ||||||||||||
| Net income (loss) | $ | 0.2 | $ | (14.9 | ) | $ | (0.3 | ) | $ | — | |||||
| Interest expense, net | 9.2 | 7.6 | 0.3 | — | |||||||||||
| Income taxes | 14.3 | 4.9 | — | — | |||||||||||
| Depreciation & Amortization | 5.8 | 1.1 | 0.3 | — | |||||||||||
| Depreciation and amortization included in cost of sales | 3.6 | 0.9 | 0.6 | — | |||||||||||
| EBITDA (non-GAAP) | $ | 33.1 | $ | (0.4 | ) | $ | 0.9 | $ | — | ||||||
| Non-cash inventory adjustments | 1.9 | 3.9 | 1.2 | — | |||||||||||
| Grown Rogue termination fee included in cost of goods sold | — | 0.3 | — | — | |||||||||||
| Change in the fair value of contingent consideration | (2.9 | ) | — | — | — | ||||||||||
| Stock-based compensation | 7.5 | 4.2 | — | — | |||||||||||
| Transaction related expenses | 19.7 | 4.7 | — | — | |||||||||||
| One time legal costs | 2.4 | — | — | — | |||||||||||
| Other (income) expense | (1.2 | ) | 0.4 | — | — | ||||||||||
| Bargain purchase gain | (21.7 | ) | — | — | — | ||||||||||
| Severance expense | — | 0.2 | — | — | |||||||||||
| Loss on disposal of assets | 0.6 | — | — | — | |||||||||||
| Adjusted EBITDA (non-GAAP) | $ | 39.4 | $ | 13.3 | $ | 2.1 | $ | — | |||||||
| Three Months Ended | ||||||||
| June 30, | ||||||||
| Consolidated | 2026 | 2025 | ||||||
| Net income (loss) | $ | (0.1 | ) | $ | (14.9 | ) | ||
| Interest expense, net | 9.5 | 7.6 | ||||||
| Income taxes | 14.3 | 4.9 | ||||||
| Depreciation & Amortization | 6.1 | 1.1 | ||||||
| Depreciation and amortization included in cost of sales | 4.2 | 0.9 | ||||||
| EBITDA (non-GAAP) | $ | 34.0 | $ | (0.4 | ) | |||
| Non-cash inventory adjustments | 3.1 | 3.9 | ||||||
| Grown Rogue termination fee included in cost of goods sold | — | 0.3 | ||||||
| Change in the fair value of contingent consideration | (2.9 | ) | — | |||||
| Stock-based compensation | 7.5 | 4.2 | ||||||
| Transaction related expenses | 19.7 | 4.7 | ||||||
| One time legal costs | 2.4 | — | ||||||
| Other (income) expense | (1.2 | ) | 0.4 | |||||
| Bargain purchase gain | (21.7 | ) | — | |||||
| Severance expense | — | 0.2 | ||||||
| Loss on disposal of assets | 0.6 | — | ||||||
| Adjusted EBITDA (non-GAAP) | $ | 41.5 | $ | 13.3 | ||||
The financial information reported in this news release is based on the Company’s unaudited financial statements for the three months ended June 30, 2026, and 2025. All financial information contained in this news release is qualified in its entirety with reference to such financial statements. To the extent that the financial information contained in this news release is inconsistent with the information contained in the Company’s unaudited financial statements, the financial information contained in this news release shall be deemed to be modified or superseded by the Company’s unaudited financial statements. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation for purposes of applicable securities laws.
Reconciliation of Adjusted Gross Profit
| Cannabis Segment | Non-Cannabis Segment | TOTAL | ||||||||||||||||||
| Three Months Ended | Three Months Ended | Three Months Ended | ||||||||||||||||||
| June 30, | June 30, | June 30, | ||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | |||||||||||||||
| Gross Profit | $ | 90.5 | $ | 20.4 | $ | 4.8 | $ | — | $ | 95.3 | $ | 20.4 | ||||||||
| Non-cash product costs | 1.5 | 4.2 | 1.2 | — | 2.7 | 4.2 | ||||||||||||||
| Inventory valuation adjustments | 0.4 | (0.2 | ) | — | — | 0.4 | (0.2 | ) | ||||||||||||
| Other | — | 0.3 | — | — | — | 0.3 | ||||||||||||||
| Adjusted Gross Profit (non-GAAP) | $ | 92.4 | $ | 24.7 | $ | 6.0 | $ | — | $ | 98.4 | $ | 24.7 | ||||||||
| VIREO GROWTH INC. CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2026 AND DECEMBER 31, 2025 (Amounts Expressed in millions of United States Dollars, Unaudited and Condensed) |
||||||||
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash | $ | 103.1 | $ | 102.2 | ||||
| Restricted cash | 19.6 | 20.3 | ||||||
| Marketable securities | 1.0 | 1.0 | ||||||
| Accounts receivable, net | 63.9 | 13.8 | ||||||
| Income tax receivable | 20.5 | 22.8 | ||||||
| Inventory | 149.4 | 60.0 | ||||||
| Supply Agreement Asset | 19.8 | — | ||||||
| Prepayments and other current assets | 14.1 | 3.8 | ||||||
| Warrants held | 1.4 | 1.7 | ||||||
| Notes receivable | 1.3 | 79.2 | ||||||
| Other assets | 0.4 | 0.3 | ||||||
| Total current assets | 394.5 | 305.1 | ||||||
| Property and equipment, net | 280.7 | 217.5 | ||||||
| Operating lease, right-of-use asset | 153.9 | 53.4 | ||||||
| Intangible assets, net | 218.7 | 117.5 | ||||||
| Goodwill | 161.1 | 87.5 | ||||||
| Investments | 11.7 | 6.0 | ||||||
| Deposits | 4.3 | 4.4 | ||||||
| Indemnified tax assets | 48.8 | 25.8 | ||||||
| Total assets | $ | 1,273.7 | $ | 817.2 | ||||
| Liabilities | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued liabilities | $ | 125.1 | $ | 50.3 | ||||
| Convertible debt, current portion | 1.3 | 1.3 | ||||||
| Long-term debt, current portion | 41.6 | 16.3 | ||||||
| Operating lease liabilities – current | 13.4 | 3.6 | ||||||
| Contingent consideration | 36.5 | — | ||||||
| Uncertain tax liability | 172.8 | 120.0 | ||||||
| Derivative liability | — | 0.2 | ||||||
| Total current liabilities | 390.7 | 191.7 | ||||||
| Finance lease liabilities | 8.8 | 95.8 | ||||||
| Operating lease liabilities | 141.2 | 50.5 | ||||||
| Long-term debt, net | 257.2 | 127.6 | ||||||
| Convertible debt, net | 22.3 | 8.6 | ||||||
| Contingent consideration | — | 24.4 | ||||||
| Deferred tax liabilities | 9.8 | 10.2 | ||||||
| Other long-term liabilities | 1.2 | 1.0 | ||||||
| Total liabilities | 831.2 | 509.8 | ||||||
| Commitments and contingencies | ||||||||
| Stockholders’ equity | ||||||||
| Subordinate Voting Shares ($- par value, unlimited shares authorized); (45,044,826 shares issued and outstanding at June 30, 2026, and 35,237,719 at December 31, 2025) | — | — | ||||||
| Multiple Voting Shares ($- par value, unlimited shares authorized); (7,718 shares issued and outstanding at June 30, 2026 and 7,773 at December 31, 2025) | — | — | ||||||
| Additional paid in capital | 762.5 | 607.0 | ||||||
| Accumulated deficit | (320.0 | ) | (299.6 | ) | ||||
| Total stockholders’ equity | $ | 442.5 | $ | 307.4 | ||||
| Total liabilities and stockholders’ equity | $ | 1,273.7 | $ | 817.2 | ||||
| VIREO GROWTH INC. CONSOLIDATED STATEMENTS OF OPERATIONS THREE MONTHS ENDED JUNE 30, 2026 AND 2025 (Amounts Expressed in millions of United States Dollars, Unaudited and Condensed) |
||||||||
| Unaudited Three Months Ended June 30, |
||||||||
| 2026 | 2025 | |||||||
| Revenue | $ | 209.3 | $ | 48.1 | ||||
| Cost of sales | ||||||||
| Product costs | 110.9 | 23.7 | ||||||
| Non-cash product costs | 2.7 | 4.2 | ||||||
| Inventory valuation adjustments | 0.4 | (0.2 | ) | |||||
| Gross profit | 95.3 | 20.4 | ||||||
| Operating expenses: | ||||||||
| Selling, general and administrative expenses | 75.8 | 16.6 | ||||||
| Transaction related expenses | 19.7 | 4.7 | ||||||
| Depreciation | 1.7 | 0.4 | ||||||
| Amortization | 4.4 | 0.7 | ||||||
| Total operating expenses | 101.6 | 22.4 | ||||||
| Income (loss) from operations | (6.3 | ) | (2.0 | ) | ||||
| Other income (expense): | ||||||||
| Interest expenses, net | (7.6 | ) | (4.7 | ) | ||||
| Interest expense on finance lease liabilities – Minnesota & New York | (2.6 | ) | (3.6 | ) | ||||
| Interest income | 0.7 | 0.6 | ||||||
| Bargain Purchase Gain | 21.7 | — | ||||||
| Gain (loss) on disposal of assets and debt | (0.6 | ) | — | |||||
| Gain (loss) on change in the fair value of contingent consideration | 2.9 | — | ||||||
| Derivative gain (loss) | 0.1 | — | ||||||
| Other income (expenses) | 5.9 | (0.4 | ) | |||||
| Other income (expenses), net | 20.5 | (8.1 | ) | |||||
| Income (loss) before income taxes | 14.2 | (10.1 | ) | |||||
| Deferred income tax recoveries (expenses) | 5.7 | — | ||||||
| Current income tax expenses | (20.0 | ) | (4.8 | ) | ||||
| Net income (loss) and comprehensive income (loss) | (0.1 | ) | (14.9 | ) | ||||
| Net income (loss) per share – basic and diluted | $ | (0.00 | ) | $ | (0.80 | ) | ||
| Weighted average shares used in computation of net loss per share – basic and diluted | 45,086,651 | 18,636,580 | ||||||
| VIREO GROWTH INC. CONSOLIDATED STATEMENTS OF CASH FLOWS SIX MONTHS ENDED JUNE 30, 2026 AND 2025 (Amounts Expressed in millions of United States Dollars, Unaudited and Condensed) |
||||||||
| Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | (20.4 | ) | $ | (21.4 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Non-cash amortization of inventory step up included in product costs | 3.0 | 4.2 | ||||||
| Inventory valuation adjustments | 0.6 | 0.2 | ||||||
| Depreciation | 2.8 | 0.5 | ||||||
| Depreciation capitalized into inventory | 7.1 | 1.4 | ||||||
| Non-cash operating lease expense | 5.2 | 0.5 | ||||||
| Amortization of intangible assets | 7.1 | 0.9 | ||||||
| Stock-based compensation | 14.5 | 5.5 | ||||||
| (Gain) loss on warrants held | 0.3 | 1.0 | ||||||
| Deferred income tax expense (benefit) | (7.9 | ) | — | |||||
| Derivative (gain) loss | (0.2 | ) | — | |||||
| Bargain purchase gain | (21.7 | ) | — | |||||
| Interest expense | 2.7 | 2.5 | ||||||
| Bad debt expense | 0.4 | 0.1 | ||||||
| Accretion of interest on right-of-use finance lease liabilities | — | 0.1 | ||||||
| (Gain) loss on change in the fair value of contingent consideration | 2.6 | — | ||||||
| Loss (gain) on disposal of assets | 0.6 | — | ||||||
| Change in operating assets and liabilities, net of acquisitions: | ||||||||
| Accounts receivable | (14.1 | ) | (2.3 | ) | ||||
| Prepaid expenses | 4.2 | 0.3 | ||||||
| Inventory | (7.6 | ) | 1.2 | |||||
| Purchase of marketable securities | — | (1.0 | ) | |||||
| Income taxes | 2.3 | (1.5 | ) | |||||
| Uncertain tax position liabilities | 29.8 | 5.4 | ||||||
| Accounts payable and accrued liabilities | 8.0 | (0.3 | ) | |||||
| Changes in operating lease liabilities | (5.0 | ) | (0.8 | ) | ||||
| Change in assets and liabilities held for sale | — | (4.7 | ) | |||||
| Net cash provided by (used in) operating activities | 14.3 | (8.2 | ) | |||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Purchases of property, plant, and equipment | (119.0 | ) | (4.8 | ) | ||||
| Acquisition of Vireo Health of Rocky Mountain, net of cash paid | 18.2 | — | ||||||
| Acquisition of Eaze, net of cash paid | 6.9 | — | ||||||
| Acquisition of Hawthorne, net of cash paid | 35.0 | — | ||||||
| Acquisition of Bridgewell, net of cash paid | 1.9 | — | ||||||
| Acquisition of Wholesome, net of cash paid | — | 7.0 | ||||||
| Acquisition of Deep Roots, net of cash paid | — | 19.0 | ||||||
| Acquisition of Proper, net of cash paid | — | 12.3 | ||||||
| Investment in equity method investee | (4.9 | ) | — | |||||
| Capitalized software development costs | (0.6 | ) | (0.3 | ) | ||||
| Proceeds from sale of assets held for sale | — | — | ||||||
| Deposits | 0.8 | (0.3 | ) | |||||
| Net cash provided by (used in) investing activities | (61.7 | ) | 32.9 | |||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceeds from long-term debt, net of issuance costs | 87.1 | (0.3 | ) | |||||
| Proceeds from option exercises | — | 0.1 | ||||||
| Debt principal payments | (39.4 | ) | (10.0 | ) | ||||
| Lease principal payments | (0.1 | ) | — | |||||
| Net cash provided by (used in) financing activities | 47.6 | (10.2 | ) | |||||
| Net change in cash | 0.2 | 14.5 | ||||||
| Cash and restricted cash, beginning of period | 122.5 | 91.6 | ||||||
| Cash and restricted cash, end of period | $ | 122.7 | $ | 106.1 | ||||
