Vireo Growth Finalizes Strategic Mergers and Emerges as Major U.S. Multistate Cannabis Operator

Expanded Operational Footprint Now Includes Six States Following Completion of All Previously Announced Merger Transactions

MINNEAPOLIS – Vireo Growth Inc., a vertically integrated cannabis company, has completed a transformative phase in its corporate trajectory with the successful closure of all previously announced definitive merger agreements. The completion of these transactions has solidified Vireo’s standing among the leading multistate operators (MSOs) in the United States cannabis industry.

The corporate update, issued Tuesday from the company’s headquarters, confirmed that Vireo now operates actively in six U.S. states. This marks a pivotal expansion of the company’s market reach, cultivation and retail capacity, and integrated infrastructure—placing it in a competitive position amid growing national demand and a shifting regulatory landscape.

Q2 2025 Financial Outlook Highlights Increased Revenue and Strong Adjusted EBITDA Following Strategic Integration

As part of its post-merger update, Vireo Growth shared its expectations for pro forma financial performance for the second quarter of 2025. Assuming the consolidation of operations as of April 1, 2025, the company anticipates revenue to range between $88 million and $91 million, with adjusted EBITDA forecasted in the range of $23 million to $24 million.

This projected financial performance underscores the anticipated benefits of scale, operational synergies, and improved margins across the newly consolidated entity. Management emphasized that these estimates are based on pro forma performance, reflecting the full integration of acquired operations. Due to the complex nature of the quarterly close process and potential noncash expenses, the company did not provide net income guidance at this time.

Refinancing Strategy Advances with Nonbinding Term Sheets as Company Eyes Stronger Capital Position

In tandem with its operational and financial expansion, Vireo Growth also disclosed progress on refinancing efforts aimed at reshaping its capital structure. The company noted that its improved profitability profile has positioned it favorably to negotiate new debt arrangements.

Multiple nonbinding term sheets have been signed with prospective lenders, representing a potential full refinancing of the company’s senior secured debt, including liabilities recently assumed through its merger activity. Management expressed optimism that refinancing would conclude promptly, significantly enhancing liquidity. Once the refinancing is finalized, Vireo expects a cash position exceeding $100 million, providing ample flexibility for strategic reinvestment and future growth initiatives.

Updated Share Count Reflects New Ownership Structure Post-Mergers

As a result of the completed mergers, Vireo Growth’s share structure has undergone a significant update. The company reported a total of 949,254,483 basic shares outstanding on an as-converted basis. On a fully diluted basis, this figure rises to 1,087,283,616 shares outstanding, reflecting convertible instruments, warrants, and other equity-linked securities associated with recent merger agreements.

This updated capital structure represents the expanded ownership base of the newly combined entity, aligning with the company’s long-term vision for value creation and enhanced shareholder returns.

Strategic Vision Points to Continued Growth Amid Regulatory Tailwinds and Industry Consolidation

With a broadened operational platform, improved profitability, and a strengthened financial position on the horizon, Vireo Growth is entering the second half of 2025 with significant momentum. The company’s management remains focused on scaling operations, refining execution across its multistate footprint, and capitalizing on ongoing regulatory shifts favoring adult-use legalization and interstate commerce expansion.

As consolidation continues to define the trajectory of the cannabis industry, Vireo Growth’s transformation underscores a broader trend of strategic mergers aimed at building national brands and achieving sustainable profitability in an evolving market.