On a pro forma basis, Q4 same store sales increased 22% year-over-year and wholesale revenue increased 55% year-over-year; excluding Minnesota, same store sales increased 11.3% year-over-year
Announced the pending acquisitions of Eaze, Schwazze, and PharmaCann retail assets in Colorado, and MOU for the acquisition of Hawthorne, all of which are expected to close in the first half of 2026
Company closed Q4 with $122.5 million in cash; expects to remain acquisitive
MINNEAPOLIS, March 17, 2026 (GLOBE NEWSWIRE) -- Vireo Growth Inc. ("Vireo" or the "Company") (CSE:VREO, OTCQX:VREOF), today reported financial results for its fourth fiscal quarter ended December 31, 2025. Key financial results are presented below in summary form with supporting commentary and discussion from management of certain key operating metrics which the Company uses to judge its performance. All currency figures referenced herein are denominated in U.S. dollars.
Year-over-Year Performance Summary
Three Months Ended
US $ in millions
December 31,
2025
2024
Variance
GAAP Revenue
$104.5
$25.0
317.7%
GAAP Gross Profit
$56.9
$12.7
348.0%
Gross Profit Margin
54.4%
50.6%
380 bps
Adjusted Gross Profit(1)
$58.8
$12.8
359.4%
Adjusted Gross Profit Margin(1)
56.3%
51.2%
510 bps
Adjusted EBITDA (non-GAAP)(3)
$29.5
$6.6
347.0%
Adjusted EBITDA Margin(3)
28.2%
26.4%
180 bps
Three Months Ended
US $ in millions
December 31,
2025
2024
Variance
Pro Forma Revenue(2)
$104.5
$82.9
26.1%
Pro Forma Adjusted EBITDA(3)(2)
$29.5
$22.7
30.0%
Pro Forma Adjusted EBITDA Margin(3)(2)
28.2%
27.4%
80 bps
1Non-GAAP measure. Excludes fair value adjustments and non-cash product costs.2Pro forma results give effect to the mergers of Deep Roots, Proper, and Wholesome (the "Mergers") as if they were completed on October 1, 2024. Pro forma information has been presented for informational purposes only and is not necessarily indicative of the Company's past results of operations, nor is it indicative of the future operating results of the Company and should not be considered a substitute for the financial information presented in accordance with GAAP.3Non-GAAP measure. See Supplemental Information and Reconciliation of Non-GAAP Financial Measures.
Sequential Performance Summary
US $ in millions
Three Months Ended
December 31, 2025
September 30, 2025
Variance
GAAP Revenue
$104.5
$91.7
14.0%
GAAP Gross Profit
$56.9
$37.4
52.1%
Gross Profit Margin
54.4%
40.8%
1,360 bps
Adjusted Gross Profit(1)
$58.8
$50.8
15.7%
Adjusted Gross Profit Margin(1)
56.3%
55.4%
90 bps
Adjusted EBITDA (non-GAAP)(2)
$29.5
$25.4
16.1%
Adjusted EBITDA Margin(2)
28.2%
27.7%
50 bps
1Non-GAAP measure. Excludes fair value adjustments and non-cash product costs.2Non-GAAP measure. See Supplemental Information and Reconciliation of Non-GAAP Financial Measures.
Management Commentary
Chief Executive Officer John Mazarakis commented, "Fourth quarter performance remained in line with our expectations and reflected pro forma same store sales growth excluding Minnesota of 11.3% and wholesale growth of 55% over the prior year quarter. As we begin the new year, we will continue optimizing all areas of our business while remaining opportunistic with respect to further acquisition related growth opportunities."
Recent Developments
On December 16, 2025, the Company entered into an asset purchase agreement through a wholly owned subsidiary to acquire certain assets and properties used in cannabis dispensaries operated in the State of Colorado owned by PharmaCann Inc. ("PharmaCann"). Under the terms of the agreement, the Company expects to issue subordinate voting shares with an estimated value of $49,000,000 and assume certain liabilities as consideration for the acquired assets. The share consideration is subject to certain adjustments.
On December 22, 2025, the Company entered into an agreement and plan of merger to acquire Eaze Inc. ("Eaze") in a business combination transaction. Pursuant to the agreement, following the closing of the transaction, the Company expects to issue subordinate voting shares as consideration for all of the issued and outstanding equity interests of Eaze. The estimated closing consideration is approximately $47,000,000, subject to customary post-closing adjustments. The merger agreement also provides for potential earnout consideration payable in the Company's subordinate voting shares based on Eaze's future financial performance, subject to contractual limitations.
On January 15, 2026, the Company entered into a nonbinding Memorandum of Understanding ("MOU") with ScottsMiracle-Gro related to the potential acquisition of The Hawthorne Gardening Company LLC ("Hawthorne").
At the end of the fourth quarter, the Company had completed the integration of its recent acquisitions of Deep Roots, Proper, and Wholesome, including streamlined accounting, finance, human resources, insurance, and procurement operations, as well as the implementation of a new Enterprise Resource Planning system across the organization. The Company has already realized corporate overhead synergies as a result.
Balance Sheet and Liquidity
As of December 31, 2025, total current assets excluding the notes receivable of Medicine Man Technologies Inc. (dba Schwazze) ("Schwazze"), assets held for sale, and income taxes receivable were $204.1 million, including cash on hand of $122.5 million. Total current liabilities excluding uncertain tax liabilities were $71.6 million. As of December 31, 2025, the Company had a total of 1,177,624,278 subordinate voting shares outstanding on the treasury method basis using a share price of $0.60.
Conference Call and Webcast Information
Vireo management will host a conference call with research analysts today, March 17, 2026, at 8:00 a.m. ET (7:00 a.m. CT) to discuss its financial results for its fourth quarter ended December 31, 2025. Interested parties may attend the conference call by dialing 1-800-715-9871 (Toll-Free) (US and Canada) or 1-646-307-1963 (Toll) (International) and referencing conference ID number 9471311.
A live audio webcast of this event will also be available in the Events & Presentations section of the Company's Investor Relations website and via the following link:https://events.q4inc.com/attendee/171708452.
About Vireo Growth Inc.
Vireo was founded in 2014 as a pioneering medical cannabis company. Vireo is building a disciplined, strategically aligned, and execution-focused platform in the industry. This strategy drives our intense local market focus while leveraging the strength of a national portfolio. We are committed to hiring industry leaders and deploying capital and talent where we believe it will drive the most value. Vireo operates with a long-term mindset, a bias for action, and an unapologetic commitment to its customers, employees, shareholders, industry collaborators, and the communities it serves. For more information about Vireo, visit www.vireogrowth.com.
Additional Information
Additional information relating to the Company's fourth quarter 2025 results will be available on EDGAR and SEDAR+ later today. Vireo refers to certain non-GAAP financial measures such as Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA), Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Gross Profit, and Adjusted Gross Profit Margin in circumstances in which the Company believes that doing so provides additional perspective and insights when analyzing the core operating performance of the business. These measures do not have any standardized meaning and may not be comparable to similar measures presented by other issuers. Please see the Supplemental Information and Reconciliation of Non-GAAP Financial Measures at the end of this news release for more detailed information regarding non-GAAP financial measures including a reconciliation of each measure to the most directly comparable GAAP financial measure.
Contact Information
Joe DuxburyChief Accounting Officer[email protected] (612) 314-8995
Forward-Looking Statement Disclosure
This press release contains "forward-looking information" within the meaning of applicable United States and Canadian securities legislation. To the extent any forward-looking information in this press release constitutes "financial outlooks" within the meaning of applicable United States or Canadian securities laws, this information is being provided as preliminary financial results; the reader is cautioned that this information may not be appropriate for any other purpose and the reader should not place undue reliance on such financial outlooks. Forward-looking information contained in this press release may be identified by the use of words such as "should," "believe," "estimate," "would," "looking forward," "may," "continue," "expect," "expected," "will," "likely," "subject to," and variations of such words and phrases, or any statements or clauses containing verbs in any future tense and includes statements regarding the Company's future M&A strategy and optimization of all areas of the Company's business; the Company's expectations around its pending transactions with PharmaCann, Schwazze and Eaze; and expectations around the proposed transaction involving Hawthorne. These statements should not be read as guarantees of future performance or results. Forward-looking information includes both known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of the Company or its subsidiaries to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements or information contained in this press release. Financial outlooks, as with forward-looking information generally, are, without limitation, based on the assumptions and subject to various risks as set out herein and in our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q filed with the Securities Exchange Commission. Our actual financial position and results of operations may differ materially from management's current expectations and, as a result, our revenue, EBITDA, Adjusted EBITDA, and cash on hand may differ materially from the values provided in this press release. Forward-looking information is based upon a number of estimates and assumptions of management, believed but not certain to be reasonable, in light of management's experience and perception of trends, current conditions, and expected developments, as well as other factors relevant in the circumstances, including assumptions in respect of current and future market conditions, the current and future regulatory environment, and the availability of licenses, approvals and permits.
Although the Company believes that the expectations and assumptions on which such forward-looking information is based are reasonable, the reader should not place undue reliance on the forward-looking information because the Company can give no assurance that they will prove to be correct. Actual results and developments may differ materially from those contemplated by these statements. Forward-looking information is subject to a variety of risks and uncertainties that could cause actual events or results to differ materially from those projected in the forward-looking information. Such risks and uncertainties include, but are not limited to: risks related to the fact that the MOU with ScottsMiracle-Gro is non-binding and there can be no assurance that the parties will enter into a definitive agreement; risks related to management's ability to negotiate a definitive agreement with ScottsMiracle-Gro on acceptable terms or at all; risks related to receipt of necessary regulatory and third-party approvals for completion of the Company's pending and proposed transactions; risks and uncertainties associated with the pending transactions with Schwazze, PharmaCann, and Eaze and the proposed transaction with ScottsMiracle-Gro, some of which are beyond the Company's control; the Company's ability to maintain relationships with suppliers, customers, employees and other third parties as a result of the pending transactions with Schwazze, PharmaCann and Eaze and proposed transaction with ScottsMiracle-Gro; the effects of the pending transactions with Schwazze, PharmaCann, and Eaze and proposed transaction with ScottsMiracle-Gro on the Company and the interests of various constituents; subject to the successful outcome of the pending transactions with Schwazze, PharmaCann, and Eaze and proposed transaction with ScottsMiracle-Gro, the nature, cost, impact and outcome of pending and future litigation, other legal or regulatory proceedings, or governmental investigations and actions; risks related to the timing and content of adult-use legislation in markets where the Company currently operates; current and future market conditions, including the market price of the subordinate voting shares of the Company; risks related to epidemics and pandemics; federal, state, local, and foreign government laws, rules, and regulations, including federal and state laws and regulations in the United States relating to cannabis operations in the United States and any changes to such laws or regulations; operational, regulatory and other risks; execution of business strategy; management of growth; difficulties inherent in forecasting future events; conflicts of interest; risks inherent in an agricultural business; risks inherent in a manufacturing business; liquidity and the ability of the Company to raise additional financing to continue as a going concern; the Company's ability to meet the demand for flower in its various markets; the Company's ability to dispose of its assets held for sale at an acceptable price or at all; and risk factors set out in the Company's Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, which are available on EDGAR with the U.S. Securities and Exchange Commission and filed with the Canadian securities regulators and available under the Company's profile on SEDAR+ at www.sedarplus.com.
The statements in this press release are made as of the date of this release. Except as required by law, we undertake no obligation to update any forward-looking statements or forward-looking information to reflect events or circumstances after the date of such statements.
VIREO GROWTH INC.STATE-BY-STATE REVENUE PERFORMANCETHREE MONTHS ENDED DECEMBER 31, 2025, 2024 PRO FORMA, AND 2024
Three Months Ended
December 31,
2025
2024 (pro forma)1
$ Change
% Change
Retail:
MN
$
18,863,457
$
11,221,254
$
7,642,203
68
%
NY
923,579
1,307,983
(384,404
)
(29
)
%
MD
6,925,872
6,846,072
79,800
1
%
UT
12,008,798
10,676,764
1,332,034
12
%
NV
27,930,111
23,785,577
4,144,534
17
%
MO
21,323,106
18,328,070
2,995,036
16
%
Total Retail
$
87,974,923
$
72,165,720
$
15,809,203
22
%
Wholesale:
MN
$
98,993
133,606
(34,613
)
(26
)
%
NY
6,838,607
1,499,647
5,338,960
356
%
MD
3,496,948
4,014,754
(517,806
)
(13
)
%
UT
2,021,769
1,644,832
376,937
23
%
NV
53,845
350,631
(296,786
)
(85
)
%
MO
4,025,377
3,045,323
980,054
32
%
Total Wholesale
$
16,535,539
$
10,688,793
$
5,846,746
55
%
Total Revenue
$
104,510,462
$
82,854,513
$
21,655,949
26
%
1Pro forma results give effect to the Mergers as if they were completed on October 1, 2024. Pro forma information has been presented for informational purposes only and is not necessarily indicative of the Company's past results of operations, nor is it indicative of the future operating results of the Company and should not be considered a substitute for the financial information presented in accordance with GAAP.
Three Months Ended
December 31,
2025
2024
$ Change
% Change
Retail:
MN
$
18,863,457
$
11,221,254
$
7,642,203
68
%
NY
923,579
1,307,983
(384,404
)
(29
)
%
MD
6,925,872
6,846,072
79,800
1
%
UT
12,008,798
—
12,008,798
100
%
NV
27,930,111
—
27,930,111
