John Mazarakis - May 9, 2025 Form 4 Insider Report for Vireo Growth Inc. (VREOF)

Role
Chief Executive Officer, Director
Signature
/s/ Nicole A. Edmonds, Attorney-in-Fact
Stock symbol
VREOF
Transactions as of
May 9, 2025
Transactions value $
$0
Form type
4
Date filed
5/13/2025, 07:00 AM
Previous filing
Apr 3, 2025
Next filing
Oct 2, 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Mazarakis John Chief Executive Officer, Director C/O VIREO GROWTH INC., 207 SOUTH 9TH STREET, MINNEAPOLIS /s/ Nicole A. Edmonds, Attorney-in-Fact 2025-05-13 0001867660

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction VREOF Restricted stock units Award $0 +19M $0.00 19M May 9, 2025 subordinate voting shares 19M Direct F1, F2
transaction VREOF Restricted stock units Award $0 +19M $0.00 19M May 9, 2025 subordinate voting shares 19M Direct F1, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each restricted stock unit represents a contingent right to receive one subordinate voting share.
F2 The RSUs vest on the following schedule: 5,700,000 RSUs on March 6, 2026; 6,650,000 RSUs, at any time on or after March 6, 2027, on the day immediately following the date on which the subordinate voting shares have reached a 30-day volume-weighted average price ("VWAP") that exceeds US$0.85; and 6,650,000 RSUs, at any time on or after March 6, 2028, on the day immediately following the date on which the subordinate voting shares have reached a 30-day VWAP that exceeds US$1.05 (subject to Mr. Mazarakis remaining a Service Provider on each such vesting date).
F3 The RSUs vest on the following schedule: 1/3 on the day immediately following the date on which the Registrant's 6-month trailing, annualized, adjusted EBITDA exceeds US$150,000,000 and the net leverage of the Company is below 2.2x; 1/3 on the day immediately following the day on which the adjusted EBITDA exceeds US$165,000,000 and the net leverage of the Registrant is below 2.2x; and 1/3 on the day immediately following the date on which the adjusted EBITDA exceeds US$205,000,000 and the net leverage of the Registrant is below 2.2x.