John Mazarakis - 13 Nov 2025 Form 4 Insider Report for Vireo Growth Inc. (VREOF)

Role: Chief Executive Officer, Director
Signature: /s/ Nicole A. Edmonds, Attorney-in-Fact for John Mazarakis
Issuer symbol: VREOF
Transactions as of: 13 Nov 2025
Net transactions value: -$2,771,420
Form type: 4
Filing time: 30 Dec 2025, 16:01:40 UTC
Previous filing: 16 Oct 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 for John Mazarakis	30 Dec 2025	0001867660

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VREOF	Subordinate Voting Shares	Award		+2,037,736	+64%		5,237,736	13 Nov 2025	Direct	F1
transaction	VREOF	Subordinate Voting Shares	Award		+5,700,000	+109%		10,937,736	17 Dec 2025	Direct	F2
transaction	VREOF	Subordinate Voting Shares	Award		+3,200,000	+29%		14,137,736	17 Dec 2025	Direct	F1
transaction	VREOF	Subordinate Voting Shares	Tax liability	$424,980	-801,849	-5.7%	$0.5300	13,335,887	29 Dec 2025	Direct	F3
transaction	VREOF	Subordinate Voting Shares	Tax liability	$2,346,440	-3,502,150	-26%	$0.6700	9,833,737	29 Dec 2025	Direct	F4

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	Options Exercise	$0	-5,700,000	-30%	$0.000000	13,300,000	17 Dec 2025	subordinate voting shares	5,700,000		Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each restricted stock unit ("RSU") represents a contingent right to receive one subordinate voting share. Represents RSUs granted to the reporting person that vest and settle immediately.
F2	The reporting person's original Form 4 filed May 13, 2025 inadvertently included an incorrect vesting schedule. The corrected vesting schedule is as follows: 5,700,000 RSUs on December 17, 2025; 6,650,000 RSUs, at any time on or after December 17, 2026, 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 December 17, 2027, 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	Certain RSUs held by the reporting person vested on November 13, 2025; however, such RSUs were not settled and the subordinate voting shares underlying such RSUs were not issued to the reporting person until December 29, 2025. As of December 29, 2025, 801,849 subordinate voting shares were withheld for tax purposes.
F4	Certain RSUs held by the reporting person vested on December 17, 2025; however, such RSUs were not settled and the subordinate voting shares underlying such RSUs were not issued to the reporting person until December 29, 2025. As of December 29, 2025, 3,502,150 subordinate voting shares were withheld for tax purposes.