Vireo Growth to Issue 462,963 Shares in Altmore Settlement

Vireo Growth Inc. said in a Sept. 17, 2026, announcement that it will issue a total of 462,963 subordinate voting shares to SHWZ Altmore, LLC and Altmore Debt I, LP in connection with a confidential settlement agreement between the Minneapolis-based cannabis company, Altmore and certain other parties.

The shares, designated the Settlement Shares, are consideration for Vireo’s acquisition of certain secured obligations and related liens held by Altmore, defined in the announcement as the Assigned Interest. The acquisition is being made under an assignment and assumption agreement entered into in connection with the settlement agreement. Vireo did not name the other parties to the settlement, identify the obligor on the secured obligations or disclose a dollar value for the Assigned Interest, and said the additional terms of the settlement agreement remain confidential.

The Settlement Shares will be subject to a six-month lock-up period commencing on the date of issuance, as well as applicable resale restrictions. During the lock-up, the holders may not transfer the shares without Vireo’s prior written consent.

Altmore’s Documented Role as a Schwazze Lender

A Form 8-K filed with the U.S. Securities and Exchange Commission on July 11, 2024, by Medicine Man Technologies Inc., which does business as Schwazze, identifies SHWZ Altmore, LLC as the lender under a loan agreement dated Feb. 26, 2021. The borrowers under that agreement were Schwazze subsidiaries Mesa Organics Ltd., Mesa Organics II Ltd., Mesa Organics III Ltd., Mesa Organics IV Ltd., SCG Holding, LLC and PBS Holdco LLC, with GGG Partners, LLC acting as collateral agent.

Under a fourth amendment to the loan agreement executed July 5, 2024, the maturity date was extended to Nov. 28, 2025, and quarterly principal payments were reduced from $750,000 to $300,000, according to the filing. The borrowers were also required to pay the lender a $75,000 quarterly administrative fee, and they paid a one-time amendment fee of $120,000 in connection with the amendment. The interest rate on the loan remained unchanged at 15%. Vireo’s Sept. 17 announcement did not state whether the Assigned Interest is connected to Schwazze.

Vireo’s Schwazze Note Purchases and Asset Acquisition

Vireo has announced a series of transactions involving Schwazze’s debt and operating assets since October 2025. On Oct. 14, 2025, the company announced it had closed on the acquisition of outstanding senior secured convertible notes of Schwazze valued at approximately $91 million in principal and interest as of Oct. 10, 2025. Vireo paid total consideration of approximately $62 million, which it described as a substantial discount to par value, and issued approximately 114,807,815 subordinate voting shares to the previous holders of the notes. At the time of that announcement, the notes were in default, carried a 13.0 percent interest rate and were scheduled to mature in December 2026, and Vireo said it would assume all rights and remedies of senior secured debt holders in relation to the notes.

Simultaneously, Vireo entered into a Restructuring Support Agreement with Schwazze that set out a plan to restructure the operations and capital structure of Schwazze and its subsidiaries. The agreement provided for the sale of assets representing a majority of Schwazze’s total assets to a newly formed entity to be majority-owned by Vireo, a credit bid by the collateral agent under the note indenture acting at Vireo’s direction, and the liquidation and wind-down of Schwazze’s remaining operations. Certain parties also agreed to provide the new entity with up to approximately $62 million in financing, with proceeds to be used to refinance certain outstanding Schwazze indebtedness, pay transaction expenses and provide working capital. At the time, Schwazze operated 63 dispensaries and 10 manufacturing facilities in Colorado and New Mexico.

On Dec. 19, 2025, Vireo announced plans to acquire additional Schwazze notes with approximately $2.6 million of principal plus accrued interest for total consideration of approximately $1.6 million, payable in subordinate voting shares at a price of $0.54 per share. Upon closing, which the company expected to occur later that month, Vireo would hold approximately 89% of Schwazze’s outstanding senior secured convertible notes. The share consideration was subject to customary resale restrictions under Canadian securities law and a hold period under the rules of the Canadian Securities Exchange.

On March 24, 2026, Vireo announced the closing of its previously disclosed acquisition of certain Schwazze assets, acquiring 24 dispensaries in Colorado, 21 dispensaries in New Mexico and one manufacturing facility in each state at an assumed share price of $0.661. Chief Executive Officer John Mazarakis said the transaction gave Vireo established retail operations at an implied estimated valuation of “under 4x pro forma EBITDA,” and he described the acquisition as an initial step toward a broader strategy in Colorado and New Mexico that “could grow to over 75 dispensaries over time, subject to market conditions, regulatory approvals, and capital availability.” Vireo also said Justin Dye would become chairman, and Forrest Hoffmaster chief executive officer, of its Colorado and New Mexico business.