Tyson Macdonald - 09 May 2025 Form 4 Insider Report for Vireo Growth Inc. (VREOF)

Role: Chief Financial Officer
Signature: /s/ Nicole A. Edmonds, Attorney-in-Fact
Issuer symbol: VREOF
Transactions as of: 09 May 2025
Net transactions value: $0
Form type: 4
Filing time: 13 May 2025, 07:01:15 UTC
Previous filing: 23 Dec 2024
Next filing: 30 Dec 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Macdonald Tyson	Chief Financial Officer	C/O VIREO GROWTH INC., 207 SOUTH 9TH STREET, MINNEAPOLIS	/s/ Nicole A. Edmonds, Attorney-in-Fact	13 May 2025	0002049701

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	+9,500,000		$0.000000	9,500,000	09 May 2025	subordinate voting shares	9,500,000		Direct	F1, F2
transaction	VREOF	Restricted stock units	Award	$0	+9,500,000		$0.000000	9,500,000	09 May 2025	subordinate voting shares	9,500,000		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: 2,850,000 RSUs on March 6, 2026; 3,325,000 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 3,325,000 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. Macdonald 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.