Form 8-K Vireo Growth Inc. For: Jun 05

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June 11, 2026 4:06 PM EDT

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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, 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 File Number)		(IRS Employer Identification No.)

207 South 9th Street Minneapolis, Minnesota		55402
(Address of principal executive offices)		(Zip Code)

(612) 999-1606

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 7.01

Regulation FD Disclosure

On June 1, 2026, Vireo Growth Inc. (the “Company”) issued a press release announcing a share consolidation (the “Share Consolidation”), as further described in Item 8.01 of this Current Report on Form 8-K. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated by reference herein solely for purposes of this Item 7.01 disclosure.

Pursuant to the rules and regulations of the Securities and Exchange Commission, the information in this Item 7.01 disclosure, including Exhibit 99.1, and information set forth therein, is deemed to have been furnished and shall not be deemed to be “filed” under the Securities Exchange Act of 1934, as amended.

Item 8.01

Other Events

On May 29, 2026, the Company held its annual general and special meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, Company’s shareholders, on a class basis, approved a proposal to allow the Company’s board of directors (the “Board”) to proceed with the Share Consolidation of the Company’s subordinate voting shares and multiple voting shares on the basis of not less than 20-for-1 and not more than 40-for-1 with the exact ratio of the Share Consolidation to be determined by the Board.

On June 1, 2026, the Board approved the Share Consolidation ratio of 30-for-1 and for the Share Consolidation to be effective at market open on the record date of June 5, 2026. Upon the effectiveness of the Share Consolidation, the subordinate voting shares will continue to trade on the Canadian Securities Exchange under the symbol “VREO” and on the OTCQX under the symbol “VREOF”, on a post-consolidation basis, under a new ISIN/CUSIP number. The current ISIN and CUSIP for the subordinate voting shares are CA92767B1058 and 92767B105, respectively, and following the Share Consolidation, the new ISIN and CUSIP will be CA92767B2049 and 92767B204, respectively.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1*		Press Release dated June 1, 2026.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*Furnished herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.