🧾 What This Document Is — Your Shareholder Ballot

This is a preliminary proxy statement, sometimes called a "management information circular." Think of it as your official ballot and guidebook for Vireo Growth Inc.'s upcoming shareholder meeting. It outlines the proposals the company wants you to vote on and provides the background information you need to make informed decisions.

The meeting will be held virtually on Friday, May 29, 2026, at 10:00 a.m. Central Time. As a shareholder, you won't attend in person; you'll log in online to vote.

👉 In simple terms: This document tells you what the company wants to do and asks for your vote. It's required by regulators to ensure transparency.

🏢 What The Company Does — A Cannabis Operator

Vireo Growth Inc. is a company in the cannabis industry. It operates state-licensed cannabis cultivation, processing, and retail facilities. Based in Minneapolis, Minnesota, it's a smaller player navigating a complex and competitive market.

👉 Why it matters: Understanding their business helps frame why the proposals, especially the big acquisition and financial moves, are critical for their future strategy and survival in a tough sector.

🗳️ The Big Vote: What Shareholders Are Deciding

The meeting has six main proposals requiring your vote. The Board unanimously recommends voting "FOR" on all of them. Here’s what’s at stake:

📈 Proposal 3: The Share Consolidation (Reverse Stock Split)

This is the most impactful proposal for current shareholders. Vireo wants approval to consolidate its shares at a ratio between 20-for-1 and 40-for-1.

• What it means: If you own 100 shares today, after a 20-for-1 consolidation, you would own 5 shares. The total value of your investment should, in theory, stay the same initially, but the share price will increase proportionally (e.g., a $0.10 stock might become a $2.00 stock).
• Why do this? Companies often do this to meet minimum share price requirements for stock exchanges (like the $1.00 minimum on Nasdaq) and to attract institutional investors who are often restricted from buying very low-priced "penny stocks."

🏗️ Proposal 1 & 2: Board Changes Tied to an Acquisition

Vireo is acquiring The Hawthorne Gardening Company LLC ("Hawthorne"). These proposals are directly linked to that deal closing.

1. Fix Board Size: Increase the number of directors from six to seven, but only after the Hawthorne deal closes.
2. Elect Directors: Elect six current directors and one new director, Christopher Hagedorn, who will join the board only if and when the Hawthorne acquisition is complete.

👉 This signals that the Hawthorne deal is a major strategic move that will reshape the company's leadership and direction.

💼 Proposals 5 & 6: A New Deal for the CEO

These proposals ask shareholders to approve a Second Amendment to CEO John Mazarakis's employment agreement and a related distribution of securities to him. The details are complex, but it involves modifying his existing compensation structure, which is already heavily weighted toward company stock rather than cash salary.

💰 The CEO's Unusual Pay Package

The filing reveals a highly unusual compensation structure for CEO John Mazarakis:

• Base Salary: $1 per year. Yes, one dollar.
• Total 2025 Compensation: $20,031,587. This is almost entirely from stock awards (Restricted Stock Units - RSUs).
• How the RSUs Vest: They have both time-based and performance-based hurdles. For example, large portions vest only if the company's stock price hits certain targets ($0.85 and $1.05) or if the company achieves specific financial milestones (like hitting certain EBITDA and debt targets).

👉 Why it matters: This structure tightly aligns the CEO's fortune with the company's stock performance and financial health. He gets rich only if shareholders do well. The proposed amendment changes some of these terms, which is why it requires a separate shareholder vote.

⚖️ Big Picture: Strengths & Risks

👍 Strengths / Positive Signals:

• Strategic Acquisition: The pending Hawthorne deal could bring significant assets, expertise, or market share, transforming the company.
• Aligned Management: The CEO's pay is overwhelmingly in stock, meaning his interests are directly aligned with shareholders.
• Proactive Governance: Seeking shareholder approval for major moves like the stock consolidation and executive pay changes demonstrates a commitment to transparency.

⚠️ Key Risks & Concerns:

• Stock Consolidation Risk: A reverse split is often seen as a sign of a struggling stock price. While it can help with exchange listing, it doesn't solve underlying business problems and can sometimes lead to further share price decline.
• Execution Risk: The company is simultaneously pursuing a major acquisition and a complex financial restructuring (stock consolidation). Managing both successfully will be a huge challenge.
• Dilution: The massive stock awards to executives, while performance-aligned, do dilute existing shareholders. The filing shows over 38 million RSUs outstanding for just the CEO and CFO.
• Industry Volatility: The cannabis sector faces regulatory uncertainty, intense competition, and capital constraints.

🧠 The Analogy

Vireo Growth is like a ship's captain trying to navigate through a storm (the volatile cannabis market). To avoid running aground on a reef (being delisted from the stock exchange), the captain is ordering a major ship renovation (the stock consolidation) to make the vessel more seaworthy. At the same time, the captain is acquiring another vessel (Hawthorne) to form a stronger fleet. The crew (executives) have bet their entire pay on whether the combined fleet makes it safely to a profitable new world.

🧩 Final Takeaway

This meeting is a pivotal moment for Vireo Growth. Shareholders are being asked to approve transformative actions—a potential reverse stock split and a major acquisition—aimed at stabilizing the company's stock and scaling its business. The outcome will fundamentally shape the company's capital structure and strategic path forward in a challenging industry.