The headline revenue growth is entirely M&A-driven and masks weak organic trends (pro-forma revenue +5%). The massive EPS miss and widening net loss, combined with a 3x increase in share count, signal significant shareholder dilution. The S-3 shelf filing 19 days before earnings suggests capital needs. Monitor integration of Eaze, Hawthorne, and FLUENT for margin and cash flow impact; the $133.8M uncertain tax liability is a material overhang.
Price Chart
Executive Summary
Vireo Growth Inc. reported Q1 2026 GAAP revenue of $106.2M, up 333.5% YoY, but driven entirely by M&A (Schwazze, Eaze, Hawthorne closed post-quarter). On a pro-forma basis, revenue grew only 5.0% to $210.2M. The company posted a GAAP net loss of $20.3M (vs $6.5M loss a year ago) and EPS of -$0.02, missing the consensus estimate of $0.01. The massive share count increase (from 367M to 1.08B weighted average shares) and heavy transaction expenses ($8.7M) and contingent consideration charges ($5.5M) overshadowed the revenue growth.
Key Financial Metrics
Key Facts
- Q1 2026 GAAP revenue $106.2M vs $24.5M YoY (+333.5%), but pro-forma revenue only $210.2M vs $200.1M (+5.0%)
- GAAP net loss of $20.3M widened from $6.5M loss in Q1 2025
- EPS of -$0.02 missed consensus estimate of $0.01 (a 300% miss)
- Adjusted EBITDA (non-GAAP) was $32.7M vs $6.6M YoY, but pro-forma Adjusted EBITDA was $42.2M vs $32.5M (+29.8%)
- Cash and restricted cash at quarter end: $137.8M, up from $86.2M a year ago
- Weighted average shares outstanding ballooned to 1.08B from 367M YoY due to stock-based M&A consideration
- Uncertain tax liability grew to $133.8M from $120.0M at year-end 2025
- S-3 shelf filed 19 days prior for resale of 3.1M shares by selling securityholders
- Post-quarter closed Eaze and Hawthorne acquisitions, announced FLUENT acquisition and Glass House JV
Financial Impact
GAAP revenue $106.2M (+333.5% YoY), net loss $20.3M, EPS -$0.02 vs consensus $0.01
Risk Factors
- Massive share dilution from stock-based M&A (shares outstanding increased ~3x YoY)
- Widening GAAP net loss ($20.3M vs $6.5M) despite revenue growth
- Uncertain tax liability of $133.8M could crystallize into cash outflows
- Integration risk from multiple concurrent acquisitions (Schwazze, Eaze, Hawthorne, FLUENT)
- S-3 shelf filing suggests potential further dilution or capital raise
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 6 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001104659-26-059005 |
| Document: vreof-20260512x8k.htm | 0001104659-26-059005 |
| Document: 0001104659-26-059005-index-headers.html | 0001104659-26-059005 |
| Document: 0001104659-26-059005-index.html | 0001104659-26-059005 |
| Document: 0001104659-26-059005.txt | 0001104659-26-059005 |
| 8-K Data (Synthetic) | 0001104659-26-059005 |
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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