SCHEDULE: Key Insiders Disclose Significant Stake in Vireo Growth Inc. Following Deep Roots Merger

Keith Capurro, Ryan Breeden, and KCRB LLC have disclosed beneficial ownership of over 6% of Vireo Growth Inc.'s subordinate voting shares following the acquisition of Deep Roots Holdings Inc.

Summary

• Reporting persons Keith Capurro, Ryan Breeden, and KCRB LLC have filed a Schedule 13D, disclosing their beneficial ownership in Vireo Growth Inc.
• The acquisition of shares totaling 61,093,465 subordinate voting shares occurred on June 6, 2025, as consideration for their common stock in Deep Roots Holdings, Inc.
• Deep Roots Holdings, Inc. became a wholly-owned subsidiary of Vireo Growth Inc. following the merger.
• Keith Capurro now beneficially owns 60,202,680 shares, representing 6.47% of the class.
• Ryan Breeden now beneficially owns 59,311,895 shares, representing 6.38% of the class.
• KCRB LLC beneficially owns 58,421,110 shares, representing 6.28% of the class.
• Mr. Capurro is Manager and Mr. Breeden is Chief Revenue Officer of Deep Roots Holdings, Inc., and they participate in the management of Vireo Growth Inc.

Sentiment

Score: 7

Explanation: The filing indicates a successful merger completion and significant insider ownership by key management, which generally aligns interests and can be viewed positively. There are no explicit negative disclosures.

Positives

• Significant insider ownership by key management personnel (Keith Capurro and Ryan Breeden) of a newly acquired subsidiary, aligning their interests with the Issuer's success.
• The completion of the Deep Roots Holdings, Inc. merger, indicating successful integration and strategic growth for Vireo Growth Inc.

Risks

• No specific risks related to the company's operations or financial health are detailed in this ownership disclosure. The filing notes that reporting persons may propose changes to management, board, operations, capital structure, or business, which could introduce uncertainty.

Future Outlook

The Reporting Persons may from time to time develop plans respecting, or propose changes in, the management, composition of the board of directors, operations, capital structure or business of Vireo Growth Inc. They also reserve the right to purchase additional subordinate voting shares or other securities, or dispose of existing holdings, depending on market conditions and other material factors.

Management Comments

• Mr. Capurro is Manager and a Member of Deep Roots Holdings, Inc., a wholly-owned subsidiary of Vireo Growth Inc. Mr. Breeden is Chief Revenue Officer of Deep Roots Holdings.
• As such, they participate in the management of the Issuer.

Industry Context

This filing indicates a consolidation within the industry, with Vireo Growth Inc. completing the acquisition of Deep Roots Holdings, Inc. The significant ownership stake by former Deep Roots management suggests a strategic integration and continued involvement of key personnel in the combined entity.

Comparison to Industry Standards

• This filing is a standard Schedule 13D disclosure following a significant ownership change due to a merger.
• It does not provide financial performance metrics for direct comparison to industry standards or specific comparable companies/projects.
• The beneficial ownership percentages are substantial for individuals/entities post-merger, which is common when target company owners receive shares as consideration.

Management Changes

Corporate Governance

Related Party Transactions

• The acquisition of subordinate voting shares by Keith Capurro, Ryan Breeden, and KCRB LLC was in exchange for their common stock in Deep Roots Holdings, Inc., which became a wholly-owned subsidiary of Vireo Growth Inc. This is a transaction between the Issuer and its new insiders/related entities as part of the merger consideration.

Stakeholder Impact

• Shareholders: Increased insider ownership may signal confidence in the company's future. Potential for future changes in management, board, or capital structure could impact shareholder value.
• Employees: The merger of Deep Roots Holdings into Vireo Growth Inc. implies integration, which could affect employees of both entities.
• Management: Key management from the acquired entity (Deep Roots Holdings) are now involved in the parent company's management, indicating continuity and integration.

Next Steps

• Reporting Persons may develop plans or propose changes regarding Vireo Growth Inc.'s management, board composition, operations, capital structure, or business.
• Reporting Persons may purchase additional shares or dispose of current holdings based on market conditions.

Key Dates

Recommendation

This filing primarily discloses a change in beneficial ownership following a merger, rather than new operational or financial performance data. While significant insider ownership can be a positive signal, the filing itself does not provide enough new information to warrant a "buy" or "sell" recommendation. It confirms a previously announced strategic event (the merger) and the resulting ownership structure. Investors should hold and await further operational and financial updates from Vireo Growth Inc. to assess the full impact of the merger.

Keywords

Vireo Growth Inc., Deep Roots Holdings Inc., Schedule 13D, Beneficial Ownership, Insider Ownership, Merger, Acquisition, Subordinate Voting Shares, Keith Capurro, Ryan Breeden, KCRB LLC, Corporate Governance