Vireo Growth Inc.

8-K · tm2617497d1_8k.htm iXBRL

0001771706

 2026-06-05
 2026-06-05

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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.

  

  
 VIREO GROWTH INC.

  
 (Registrant)

  
  

  
 By:
  /s/ Tyson Macdonald

  
  
 Tyson Macdonald

  
  
 Chief Financial Officer

  

 Date: June 11, 2026