This is a transformative Ohio cannabis roll-up for Vireo, adding significant scale and a combined ~$36M EBITDA base. The all-stock structure and forfeiture clause align seller incentives with post-close performance. Monitor for Ohio regulatory approval and the stock price trajectory toward the $31.50 forfeiture trigger, which would indicate strong operational execution.
Price Chart
Executive Summary
Vireo Growth Inc. (VREOF) has entered into two separate Securities Purchase Agreements to acquire all of the membership interests of FarmaceuticalRx LLC and FarmaceuticalRX 2 LLC, both Ohio-based cannabis operators. The aggregate consideration is paid in Vireo subordinate voting shares, valued at $18.75 per share, with a total estimated closing EBITDA of $36.1 million ($23.8M + $12.3M) applied against a 5.7x multiple. The deals include earnout/forfeiture provisions tied to 2027 EBITDA performance and a stock price trigger above $31.50. The acquisitions are structured as tax-free reorganizations and require Ohio regulatory approval, representing a significant expansion of Vireo's Ohio cannabis footprint.
Key Financial Metrics
Key Facts
- Vireo Growth Inc. acquires 100% of FarmaceuticalRx LLC (from SB Ohio Holdings and Chicago Atlantic) and FarmaceuticalRX 2 LLC (from Rebecca Myers, Dietrich Stephan, Joy Bochner, and Chicago Atlantic).
- Total combined Closing EBITDA for both targets is $36,100,000 ($23,800,000 + $12,300,000), valued at 5.7x multiple.
- Consideration is paid entirely in Vireo subordinate voting shares at $18.75/share, with 50% at closing, 25% at 90 days, and 25% at 180 days.
- Sellers face a forfeiture clause: if 2027 EBITDA is below 96.5% of Closing EBITDA, EBITDA margin declines, and Vireo's stock exceeds $31.50, up to 25% of shares must be returned.
- Vireo assumes ~$50.9M in debt from FarmaceuticalRX 2 LLC's Chicago Atlantic debt documents.
- The transactions are structured as tax-free reorganizations under Section 368(a) of the Code and require Ohio Division of Cannabis Control approval.
- Chicago Atlantic Credit Opportunities, a seller, is capped at holding less than 20% of Vireo's pro forma shares post-closing.
Financial Impact
Total implied enterprise value of ~$205.8M based on combined Closing EBITDA of $36.1M at 5.7x multiple, plus assumed debt of ~$50.9M. Consideration is all-stock at $18.75/share.
Risk Factors
- Ohio regulatory approval (DCC) is a condition to closing and may be delayed or denied.
- The forfeiture clause could result in up to 25% of issued shares being returned if 2027 EBITDA targets are missed and the stock price exceeds $31.50.
- Integration risk from combining two separate Ohio operators with distinct management teams and systems.
- Assumed debt of ~$50.9M from Chicago Atlantic adds leverage to the acquired entity.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 2 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001104659-26-091266 |
| Document: tm2621363d5_10-4.htm | 0001104659-26-091266 |
Track record builds as more directional reports settle.
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Aug 18, 2026 6w ago | 8-K | $10.97 $12.11 | ▲ +10.39% | ▲ +11.91% | $9.61 (−12.40%) |
Aug 11, 2026 7w ago | 8-K | $10.64 $12.12 | ▲ +13.91% | ▲ +14.97% | $9.61 (−9.68%) |
Aug 5, 2026 8w ago | 8-K | $10.01 $10.84 | ▲ +8.29% | ▲ +7.69% | $9.61 (−4.00%) |
Jul 30, 2026 9w ago | 8-K | $9.44 $10.60 | ▲ +12.29% | ▲ +9.30% | $9.61 (+1.80%) |
Jul 27, 2026 9w ago | 8-K | $9.70 $10.89 | ▲ +12.27% | ▲ +8.97% | $9.61 (−0.93%) |
Jun 18, 2026 15w ago | 8-K | $10.42 $9.80 | ▼ −5.95% | ▼ −5.64% | $9.61 (−7.77%) |
Jun 11, 2026 16w ago | 8-K | $12.46 $10.02 | ▼ −19.58% | ▼ −20.84% | $9.61 (−22.87%) |
Jun 9, 2026 16w ago | 8-K | $12.90 $9.82 | ▼ −23.88% | ▼ −27.77% | $9.61 (−25.50%) |
May 29, 2026 18w ago | 8-K | $13.05 $9.99 | ▼ −23.47% | ▼ −22.17% | $9.61 (−26.34%) |
May 12, 2026 20w ago | 8-K | $12.09 $12.90 | ▼ −6.70% | ▼ −8.43% | $9.61 (+20.51%) |
US Market Status
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