SCHEDULE: Vireo Growth Inc. Ownership Update & Fluent Acquisition

Vireo Growth Inc. details significant ownership changes and the completion of the Fluent Corp. acquisition, consolidating a substantial stake under Chicago Atlantic entities.

Summary

• This filing is an amendment to a Schedule 13D, detailing ownership information for Vireo Growth Inc. (the Issuer) as of November 9, 2026.
• It reflects changes following the Fluent Transaction, where Vireo Growth Inc. acquired Fluent Corp., and a subsequent reverse stock split.
• The Chicago Atlantic group of entities collectively holds 7,470,203 shares, representing approximately 14.5% of the Issuer's outstanding shares.
• This ownership includes shares acquired through the Fluent Transaction, open market purchases, and conversion of a convertible note.
• The filing also mentions potential future share issuances related to an anticipated Ohio-based entities acquisition.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as moderately positive, indicating active strategic management and potential for future growth through acquisitions and debt conversion, though it also highlights ongoing complexities in ownership structure and potential dilution.

Positives

• Completion of the Fluent Transaction, integrating Fluent Corp. into Vireo Growth Inc.
• Consolidation of a significant ownership stake (14.5%) by the Chicago Atlantic group, indicating strong investor conviction.
• Conversion of debt into equity through the 2025 Convertible Note, reducing leverage.
• Active open market purchases by CACO between May and June 2025, demonstrating ongoing investment.
• The Issuer's acquisition of certain Ohio-based entities is expected to result in additional share issuances to affiliates of the Reporting Persons.

Negatives

• The ownership structure is complex, involving multiple entities within the Chicago Atlantic group, with shared voting and dispositive power.
• Potential for future dilution exists with outstanding 2023 Warrants and the 2025 Convertible Note, although these are accounted for in the reported percentage.
• The 2025 Convertible Note has a significant conversion price of $18.75 per share post-reverse split, which may be a hurdle for conversion if the share price does not reach this level.

Risks

• The actual number of shares issuable upon conversion of the 2025 Convertible Note may vary due to further repayments and accrued interest.
• Resale restrictions apply to shares received in the Fluent Transaction due to lock-up agreements.
• The reporting persons reserve the right to take further actions regarding their investment and loans to the Issuer, which could impact the company's structure or strategy.

Future Outlook

The filing indicates potential future share issuances related to the proposed acquisition of certain Ohio-based entities. The reporting persons also reserve the right to formulate other plans and proposals regarding their investment and loans to the Issuer.

Management Comments

• Each Reporting Person disclaims beneficial ownership of the Shares reported herein except to the extent of its pecuniary interest therein.
• Voting and investment decisions with respect to the Shares held by CA CO SPV require the approval of a majority of its three members, and no member individually has the power to vote or dispose of such securities.

Industry Context

StockSavvy.ai notes that this filing reflects significant activity in the cannabis industry, characterized by consolidation (Fluent Transaction, Ohio Transaction) and complex financing structures involving convertible notes and warrants, common in companies seeking growth capital.

Management Changes

Related Party Transactions

• The Fluent Transaction involved the acquisition of Fluent Corp. by Vireo Growth Inc., with affiliates of the Reporting Persons receiving shares in satisfaction of indebtedness owed to them.
• CACO acquired shares in open market purchases.
• CAOF received a $10,000,000 convertible note from the Issuer.
• CACO, CAEF, and other members received shares from CA PIPE following a distribution.
• John Mazarakis, a partner of CAG, serves as CEO and Co-Executive Chairman of the Issuer.

Stakeholder Impact

• Shareholders may experience dilution due to the potential exercise of warrants and conversion of the convertible note, although these are factored into the current ownership percentage.
• The consolidation of ownership by the Chicago Atlantic group could influence future strategic decisions and corporate governance.
• Creditors of Fluent Corp. had their debt satisfied through the Credit Equitization, impacting their relationship with the acquired entity.

Next Steps

• The reporting persons may formulate other plans and proposals and take other actions with respect to their investment in and loans to the Issuer.
• Potential acquisition of certain Ohio-based entities is expected to result in additional share issuances.

Key Dates

Recommendation

The filing details significant ownership consolidation and strategic transactions, including an acquisition and debt conversion. While these are positive developments, the complexity of the ownership structure, potential for future dilution, and the lack of detailed financial performance metrics warrant a 'hold' recommendation pending further clarity on the company's operational and financial trajectory.

Keywords

Vireo Growth Inc., Schedule 13D, Ownership Information, Fluent Transaction, Chicago Atlantic, Convertible Note, Warrants, Acquisition