GDNSF / Goodness Growth Holdings, Inc. - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

Table 1: Newly Registered Securities

Calculation of Filing Fee Tables S-8 Vireo Growth Inc. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Subordinate Voting Shares not subject to outstanding awards 457(a) 61,449,788 $ 0.735 $ 45,165,594.18 0.0001531 $ 6

As filed with the Securities and Exchange Commission on August 18, 2025

As filed with the Securities and Exchange Commission on August 18, 2025 Registration No.

Credit Agreement, dated as of May 9, 2022, among Proper Holdings, LLC, New Growth Horizon, LLC, NGH Investments, LLC, any Guarantors thereto, the lenders from time to time party thereto, and Chicago Atlantic Admin, LLC, as Administrative Agent

EXHIBIT 10.5 CREDIT AGREEMENT by and among PROPER HOLDINGS, LLC, NEW GROWTH HORIZON, LLC and NGH INVESTMENTS, LLC as Borrowers, the other Persons from time to time party hereto as Borrowers, the Persons from time to time party hereto as Guarantors, the Lenders from time to time party hereto and CHICAGO ATLANTIC ADMIN, LLC, as Administrative Agent Dated as of May 9, 2022 GREEN IVY CAPITAL, LLC, as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

Asset Purchase Agreement, dated as of February 14, 2024, by and between Occidental Group, Inc. and New Growth Horizon, LLC

EXHIBIT 10.7 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this “Agreement”), dated as of February 14, 2024 (the “Agreement Date”), is entered between Occidental Group, Inc., a Missouri corporation (“Seller”), and New Growth Horizon, LLC d/b/a Proper Brands, a Missouri limited liability company (“Buyer”). Capitalized terms used in this Agreement have the meanings set forth herein. RECITA

Vireo Growth Inc. Announces Second Quarter 2025 Results Q2 GAAP revenue of $48.1 million increased 91% year-over-year, driven by recently-closed merger transactions Q2 pro forma financial results were in line with management’s previously communicated

Exhibit 99.1 Vireo Growth Inc. Announces Second Quarter 2025 Results Q2 GAAP revenue of $48.1 million increased 91% year-over-year, driven by recently-closed merger transactions Q2 pro forma financial results were in line with management’s previously communicated expectations Recent $153 million refinancing positions Company with industry-leading cost of capital and over $100 million in cash Closi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2025 VIREO GROWTH INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2025 VIREO GROWTH INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of Incorporation) 000-56225 82-3835655 (Commissi

Loan and Security Agreement, dated as of April 15, 2024, among Deep Roots Harvest, Inc., Deep Roots Aria Acqco, Inc., Deep Roots Properties, LLC, Deep Roots Operating, Inc., Deep Roots Holdings, Inc., any additional Guarantor from time to time, the creditors party thereto, and Chicago Atlantic Admin, LLC, as Administrative Agent

EXHIBIT 10.6 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT is dated as of April 15, 2024 (the “Signing Date”), and is among Deep Roots Harvest, Inc., a Nevada corporation (“Deep Roots”), Deep Roots Aria Acqco, Inc., a Nevada corporation (“Acquisition Entity”), Deep Roots Properties, LLC, a Nevada limited liability company (“DRP”), Deep Roots Operating, Inc., a Nevada corporation (“D

First Amendment to Credit Agreement, December 23, 2024, among Proper Holdings, LLC, New Growth Horizon, LLC, NGH Investments, INC., Chicago Atlantic Admin, LLC, as administrative agent and the Lenders party thereto

EXHIBIT 10.10 FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of December 23, 2024, among PROPER HOLDINGS, LLC, a Missouri limited liability company (“Parent”), NEW GROWTH HORIZON, LLC, a Missouri limited liability company (“New Growth Horizon”), NGH INVESTMENTS, INC., a Missouri corporation (formerly known as NGH Investments, LLC, a Miss

Asset Purchase Agreement, dated as of August 20, 2024, by and among ROI Wellness Center IV, LLC, the beneficial owners of ROI Wellness Center IV, LLC, and New Growth Horizon, LLC

EXHIBIT 10.8 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this “Agreement”), dated as of August 20, 2024 (the “Agreement Date”), is entered between ROI Wellness Center IV, LLC, a Missouri limited liability company (“Seller”), the undersigned beneficial owners of Seller (collectively, the “Seller Principals”, and together with Seller, the “Seller Parties”), and New Growth Horizon, LLC d/

Management Services Agreement, dated as of May 24, 2025, by and among New Growth Horizon, LLC, Nirvana Investments, LLC, each of Nirvana’s subsidiaries, and Proper Holdings Management, Inc.

EXHIBIT 10.9 THIS AGREEMENT IS SUBJECT TO STRICT REQUIREMENTS FOR ONGOING REGULATORY COMPLIANCE BY THE PARTIES HERETO, INCLUDING, WITHOUT LIMITATION, REQUIREMENTS THAT THE PARTIES TAKE NO ACTION IN VIOLATION OF THE CANNABIS LAWS (DEFINED BELOW), OR ANY OTHER APPLICABLE STATE OR LOCAL STATUTE OR REGULATORY REQUIREMENT THEREUNDER, OR THE GUIDANCE OR INSTRUCTION OF THE DHSS (DEFINED BELOW) OR OF ANY

Proper Holdings, LLC, Subsidiaries and Affiliates CONSOLIDATED FINANCIAL STATEMENTS For the Three Months Ended March 31, 2025, And 2024

Exhibit 99.1 Proper Holdings, LLC, Subsidiaries and Affiliates CONSOLIDATED FINANCIAL STATEMENTS For the Three Months Ended March 31, 2025, And 2024 Proper Holdings, LLC, Subsidiaries and Affiliates Table of Contents For the Three Months Ended March 31, 2024 and 2023 Consolidated Balance Sheets 3-5 Consolidated Statements of Operations 5 Consolidated Statement of Changes in Members’ Equity 6 Conso

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On June 5, 2025, Vireo Growth Inc. (the “Company” or “Vireo”) completed its previously announced acquisition of NGH Investments, Inc. (“NGH”), and Proper Holdings Management, Inc. (“Proper MSA Newco” and together with NGH, the “Proper Companies”), which were owned by Proper Holdings, LLC (“Proper), where pursuant to the Agre

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.4 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On June 6, 2025, Vireo Growth Inc. (the “Company” or “Vireo”) completed its previously announced acquisition of Deep Roots Holdings, Inc. (“Deep Roots”), where pursuant to the Agreement and Plan of Merger (“Deep Roots Merger Agreement”), Vireo acquired all of the issued and outstanding shares of Deep Roots (the “Deep Roots M

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2025 VIREO GROWTH INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of Incorporation) 000-56225 82-

DEEP ROOTS HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED FINANCIAL AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024 (UNAUDITED)

Exhibit 99.2 DEEP ROOTS HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024 (UNAUDITED) Deep Roots Holdings, Inc. and Subsidiaries Table of Contents March 31, 2025 (Unaudited) and December 31, 2024 Page CONSOLIDATED FINANCIAL STATEMENTS: Consolidated Balance Sheets 1 Consolidated Statements of Income 2 Consolidated Statemen

VIREO GROWTH INC. 129,536,874 Subordinate Voting Shares

Filed Pursuant to Rule 424(b)(3) Registration No. 333-288686 PROSPECTUS VIREO GROWTH INC. 129,536,874 Subordinate Voting Shares This prospectus relates to the resale, from time to time, by the selling securityholders named in this prospectus (the “Selling Securityholders”) of up to an aggregate of 129,536,874 of our subordinate voting shares, no par value (the “Subordinate Voting Shares”), issued

VIREO GROWTH INC. 209 SOUTH 9TH STREET MINNEAPOLIS, MINNESOTA 55402

VIREO GROWTH INC. 209 SOUTH 9TH STREET MINNEAPOLIS, MINNESOTA 55402 VIA EDGAR July 23, 2025 Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn: Lauren Hamill Re: Vireo Growth Inc. Registration Statement on Form S-3 (File No. 333-288686) Request for Acceleration of Effective Date Ladies and Gentlemen: Pursuant to

As filed with the Securities and Exchange Commission on July 15, 2025

As filed with the Securities and Exchange Commission on July 15, 2025 Registration No.

Filing Fees Exhibit.*

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Vireo Growth Inc.

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 7, 2025 VIREO GROWTH INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of Incorporation) 000-56225 82-3835655 (Commission

Vireo Growth Inc. Announces Retirement of November 2024 Convertible Note -- Company concurrently refinances convertible note on amended terms in conjunction with larger refinancing --

Exhibit 99.2 Vireo Growth Inc. Announces Retirement of November 2024 Convertible Note - Company concurrently refinances convertible note on amended terms in conjunction with larger refinancing - MINNEAPOLIS – July 9, 2025 – Vireo Growth Inc. (“Vireo” or the “Company”) (CSE: VREO; OTCQX: VREOF) today announced the retirement of its previously outstanding US$10 million principal amount convertible n

Vireo Growth Inc. Completes Loan Refinancing and Upsize With a Bank Led Syndicate -- Company completes refinancing of all existing senior secured debt through a $120 million self-syndicated term loan with leading banks, at an interest rate of 8.3% --

Exhibit 99.1 Vireo Growth Inc. Completes Loan Refinancing and Upsize With a Bank Led Syndicate - Company completes refinancing of all existing senior secured debt through a $120 million self-syndicated term loan with leading banks, at an interest rate of 8.3% - - Company also completes expansion of its consolidated credit facilities with an additional $33 million second lien term loan with $50 mil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2025 VIREO GROWTH INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2025 VIREO GROWTH INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of Incorporation) 000-56225 82-3835655 (Commission

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2025 VIREO GROWTH INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of Incorporation) 000-56225 82-3835655 (Commission

Vireo Growth Inc. Provides Corporate Update Post Closing of All Merger Transactions

Exhibit 99.1 Vireo Growth Inc. Provides Corporate Update Post Closing of All Merger Transactions MINNEAPOLIS – June 17, 2025 – Vireo Growth Inc. (“Vireo” or the “Company”) (CSE: VREO; OTCQX: VREOF), today announced a series of corporate updates following the closing of all its previously-announced definitive merger agreements, which transformed the Company into one of the largest U.S. multi-state

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2025 VIREO GROWTH INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of Incorporation) 000-56225 82-

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2025 VIREO GROWTH INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of Incorporation) 000-56225 82-3835655 (Commission

Second Amendment to Merger Agreement, dated as of June 6, 2025, by and among Vireo DR Merger Sub Inc., Vireo Growth Inc. and Deep Roots Holdings, Inc.**

Exhibit 2.3 SECOND AMENDMENT TO MERGER AGREEMENT THIS SECOND AMENDMENT TO MERGER AGREEMENT (this “Amendment”) is made and entered into effective as of June 6, 2025, by and among Vireo DR Merger Sub Inc. (“Merger Sub”), Vireo Growth Inc., a British Columbia corporation (“Parent”), and Deep Roots Holdings, Inc., a Nevada corporation (the “Company”). Each of the Merger Sub, Parent, and the Company ar

Vireo Growth Inc. Announces Closing of Deep Roots Harvest Acquisition in Nevada

Exhibit 99.1 Vireo Growth Inc. Announces Closing of Deep Roots Harvest Acquisition in Nevada MINNEAPOLIS – June 9, 2025 – Vireo Growth Inc. (“Vireo” or the “Company”) (CSE: VREO; OTCQX: VREOF), today announced that it has closed its previously-announced transaction to acquire Nevada-based Deep Roots Holdings, Inc. (“Deep Roots”). Deep Roots was founded in 2023 and is a consistently solid operator

Second Amendment to Merger Agreement, dated as of June 5, 2025, by and among Vireo PR Merger Sub Inc., Vireo PR Merger Sub II Inc., Vireo Growth Inc., NGH Investments, Inc., Proper Holdings Management, Inc. and Proper Holdings, LLC.

Exhibit 2.3 SECOND AMENDMENT TO MERGER AGREEMENT This Second AMENDMENT TO MERGER Agreement (this “Amendment”) is made and entered into effective as of June 5, 2025, by and among Vireo PR Merger Sub Inc., a Missouri corporation (“Merger Sub 1”), Vireo PR Merger Sub II Inc., a Missouri corporation (“Merger Sub 2”), Vireo Growth Inc., a British Columbia corporation (“Parent”), NGH Investments, Inc.,

Vireo Growth Inc. Announces Closing of Proper Brands Acquisition in Missouri

Exhibit 99.1 Vireo Growth Inc. Announces Closing of Proper Brands Acquisition in Missouri MINNEAPOLIS – June 5, 2025 – Vireo Growth Inc. (“Vireo” or the “Company”) (CSE: VREO; OTCQX: VREOF), today announced that it has closed its previously-announced transaction to acquire Missouri-based Proper Brands (“Proper”) through the acquisition of NGH Investments, Inc. and Proper Holdings Management, Inc.,

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2025 VIREO GROWTH INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of Incorporation) 000-56225 82-3835655 (Commission

Restricted Stock Unit Agreement (Performance Vesting) for John Mazarakis dated May 9, 2025

Exhibit 10.2 THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON SETTLEMENT HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT)”, OR ANY U.S. STATE SECURITIES LAWS. THE HOLDER HEREOF, BY ACQUIRING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRA

Second Amendment to Merger Agreement, dated as of May 12, 2025, by and among Vireo WH Merger Sub Inc., Vireo Growth Inc. and WholesomeCo, Inc.

Exhibit 2.3 SECOND AMENDMENT TO MERGER AGREEMENT This SECOND AMENDMENT TO MERGER Agreement (this “Amendment”) is made and entered into effective as of May 12th, 2025, by and among Vireo WH Merger Sub Inc. (“Merger Sub”), Vireo Growth Inc., a British Columbia corporation (“Parent”), and WholesomeCo, Inc., a Delaware corporation (the “Company”). Each of the Merger Sub, Parent, and the Company are re

Restricted Stock Unit Agreement (Performance Vesting) for Tyson Macdonald dated May 9, 2025

Exhibit 10.4 THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON SETTLEMENT HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT)”, OR ANY U.S. STATE SECURITIES LAWS. THE HOLDER HEREOF, BY ACQUIRING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRA

Vireo Growth Inc. Announces Closing of WholesomeCo Cannabis & Arches Merger Transactions – Acquisitions strengthen profitability and competitive position with proprietary technology platform – – Missouri and Nevada transactions remain on track to clo

Exhibit 99.1 Vireo Growth Inc. Announces Closing of WholesomeCo Cannabis & Arches Merger Transactions – Acquisitions strengthen profitability and competitive position with proprietary technology platform – – Missouri and Nevada transactions remain on track to close during the second quarter of 2025 – MINNEAPOLIS – May 12, 2025 – Vireo Growth Inc. ("Vireo" or the "Company") (CSE: VREO; OTCQX: VREOF

Restricted Stock Unit Agreement (Time Vesting) for John Mazarakis dated May 9, 2025

Exhibit 10.1 THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON SETTLEMENT HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT)”, OR ANY U.S. STATE SECURITIES LAWS. THE HOLDER HEREOF, BY ACQUIRING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRA

Restricted Stock Unit Agreement (Time Vesting) for Tyson Macdonald dated May 9, 2025

Exhibit 10.3 THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON SETTLEMENT HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT)”, OR ANY U.S. STATE SECURITIES LAWS. THE HOLDER HEREOF, BY ACQUIRING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2025 VIREO GROWTH INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2025 VIREO GROWTH INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of Incorporation) 000-56225 82-3835655 (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A   PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy St

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2025 VIREO GROWTH INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of Incorporation) 000-56225 82-3835655 (Commission F

Q1 2025 Results Conference Call || 2 Forward Looking Statement Disclaimer CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION: This presentation includes information, statements, beliefs, and opinions which are forward-looking, and which reflect cu

Exhibit 99.2 CSE: VREO OTCQX: VREOF Q1 2025 Results Conference Call May 9, 2025 Q1 2025 Results Conference Call || 2 Forward Looking Statement Disclaimer CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION: This presentation includes information, statements, beliefs, and opinions which are forward-looking, and which reflect current estimates, expectations, and projections about future events, re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

Vireo Growth Inc. Announces First Quarter 2025 Results – Q1 revenue of $24.5 million increased 1.9% year-over-year, in line with expectations for Vireo’s established markets – – Merger Transactions expected to begin closing in Q2 and further strength

Exhibit 99.1 Vireo Growth Inc. Announces First Quarter 2025 Results – Q1 revenue of $24.5 million increased 1.9% year-over-year, in line with expectations for Vireo’s established markets – – Merger Transactions expected to begin closing in Q2 and further strengthen profitability profile – MINNEAPOLIS – May 9, 2025 – Vireo Growth Inc. ("Vireo" or the "Company") (CSE: VREO; OTCQX: VREOF), today repo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A   PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No.)

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934   (Amendment No.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2025 VIREO GROWTH INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of Incorporation) 000-56225 82-3835655 (Commissio

First Amendment to Merger Agreement, by and among Vireo WH Merger Sub Inc., Vireo Growth Inc. and WholesomeCo, Inc. (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed on March 20, 2025)

Exhibit 10.3 EXECUTION VERSION FIRST AMENDMENT TO MERGER AGREEMENT THIS FIRST AMENDMENT TO MERGER AGREEMENT (this “Amendment”) is made and entered into effective as of March 17, 2025, by and among Vireo WH Merger Sub Inc. (“Merger Sub”), Vireo Growth Inc., a British Columbia corporation (“Parent”), and WholesomeCo, Inc., a Delaware corporation (the “Company”). Each of the Merger Sub, Parent, and t

First Amendment to Merger Agreement, by and among Vireo PR Merger Sub Inc., Vireo PR Merger Sub II Inc., Vireo Growth Inc., NGH Investments, Inc., Proper Holdings Management, Inc. and Proper Holdings, LLC (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on March 20, 2025)

Exhibit 10.1 EXECUTION VERSION FIRST AMENDMENT TO MERGER AGREEMENT THIS FIRST AMENDMENT TO MERGER AGREEMENT (this “Amendment”) is made and entered into effective as of March 14, 2025, by and among Vireo PR Merger Sub Inc., a Missouri corporation (“Merger Sub 1”), Vireo PR Merger Sub II Inc., a Missouri corporation (“Merger Sub 2”), Vireo Growth Inc., a British Columbia corporation (“Parent”), NGH

First Amendment to Merger Agreement, by and among Vireo DR Merger Sub Inc., Vireo Growth Inc. and Deep Roots Holdings, Inc. (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on March 20, 2025)

Exhibit 10.2 FIRST AMENDMENT TO MERGER AGREEMENT This FIRST AMENDMENT TO MERGER Agreement (this “Amendment”) is made and entered into effective as of March 14, 2025, by and among Vireo DR Merger Sub Inc. (“Merger Sub”), Vireo Growth Inc., a British Columbia corporation (“Parent”), and Deep Roots Holdings, Inc., a Nevada corporation (the “Company”). Each of the Merger Sub, Parent, and the Company a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No.)

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934   (Amendment No.

Calculation of Filing Fee Tables Schedule 14C (Form Type) Vireo Growth Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Transaction Valuation

Exhibit 107 Calculation of Filing Fee Tables Schedule 14C (Form Type) Vireo Growth Inc.

First Amendment to Employment Agreement, dated March 6, 2025, by and between Vireo Growth Inc. and Tyson Macdonald

Exhibit 10.2 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This First Amendment to Employment Agreement (“Amendment”) is made effective as of March 6, 2025 (“Amendment Effective Date”) by and between Vireo Growth Inc., a Canadian corporation (the “Company”), and Tyson Macdonald, an individual residing in the State of Maryland (“Employee”) (collectively “Parties” or individually “Party”). RECITALS WHEREA

First Amendment to Employment Agreement, dated March 6, 2025, by and between Vireo Growth Inc. and John Mazarakis

Exhibit 10.1 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This First Amendment to Employment Agreement (“Amendment”) is made effective as of March 6, 2025 (“Amendment Effective Date”) by and between Vireo Growth Inc., a Canadian corporation (the “Company”), and John Mazarakis, an individual residing in the State of Florida (“Employee”) (collectively “Parties” or individually “Party”). RECITALS WHEREAS,

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2025 VIREO GROWTH INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of Incorporation) 000-56225 82-3835655 (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No.)

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934   (Amendment No.

List of Subsidiaries of Vireo Growth Inc.

Exhibit 21.1 SUBSIDIARIES Subsidiary State of Organization HiColor, LLC Minnesota MaryMed, LLC dba Green Goods Maryland Mayflower Botanicals Inc. Massachusetts, but converted to For Profit 11/16/2018 MJ Distributing C201, LLC Nevada MJ Distributing P132, LLC Nevada Resurgent Biosciences, Inc. (fka Resurgent Pharmaceuticals, Inc.) Delaware Verdant Grove, LLC Delaware, but converted to Massachusetts

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2025 VIREO GROWTH INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of Incorporation) 000-56225 82-3835655 (Commission

Agreement and Plan of Merger, dated as of December 18, 2024, by and among Vireo WH Merger Sub Inc., Vireo Growth Inc., WholesomeCo, Inc. and Shareholder Representative Services LLC (incorporated by reference to Exhibit 2.4 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024)

Exhibit 2.4 AGREEMENT AND PLAN OF MERGER by and among VIREO WH MERGER SUB INC., VIREO GROWTH INC., WHOLESOMECO, INC., And THE STOCKHOLDER REPRESENTATIVE Dated as of December 18, 2024 Table of Contents ARTICLE I. DEFINITIONS‌7 ARTICLE II. THE MERGER‌27 Section 2.01.The Merger‌27 Section 2.02.Closing‌28 Section 2.03.Closing Deliverables‌28 Section 2.04.Effective Time‌30 Section 2.05.Effects of the M

Form of Restricted Stock Unit Agreement under the Vireo Health International, Inc. 2019 Equity Incentive Plan

exhibit 10.87 VIREO GROWTH INC. 2019 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT (Restricted Stock Unit Award) 1. NOTICE OF GRANT Name of Participant: <> Number of Restricted Stock Units: <> Date of Grant: <> Vesting Schedule: Subject to the terms of this Agreement and the Vireo Health International Inc. 2019 Equity Incentive Plan as it currently exists or as it is amended in the future

Vireo Growth Inc. Insider Trading Policy

Exhibit 19 VIREO GROWTH INC. CORPORATE DISCLOSURE AND INSIDER TRADING POLICY 1. PURPOSE OF THIS POLICY a) This Corporate Disclosure and Insider Trading Policy (the “Policy”) has been adopted by the Board of Directors (the “Board”) of Vireo Growth Inc. and its subsidiaries (collectively, the “Corporation”). The purposes of this Policy are to: i. reflect and reinforce the Corporation’s commitment to

Vireo Growth Inc. Announces Fourth Quarter and Full Year 2024 Results – Company achieves record revenue, gross profit margin and operating income in fiscal year 2024 – – FY24 revenue of $99.4 million increased 15.4% year-over-year excluding discontin

Exhibit 99.1 Vireo Growth Inc. Announces Fourth Quarter and Full Year 2024 Results – Company achieves record revenue, gross profit margin and operating income in fiscal year 2024 – – FY24 revenue of $99.4 million increased 15.4% year-over-year excluding discontinued operations – – Fourth quarter 2024 revenue of $25.0 million increased 3.5% year-over-year and was flat sequentially – – Company ended

Agreement and Plan of Merger, dated as of December 18, 2024, by and among Vireo PR Merger Sub Inc., Vireo PR Merger Sub II Inc., Vireo Growth Inc., NGH Investments, Inc., Proper Holdings Management, Inc., Proper Holdings, LLC and Shareholder Representative Services LLC (incorporated by reference to Exhibit 2.3 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024)

Exhibit 2.3 AGREEMENT AND PLAN OF MERGER by and among VIREO PR MERGER SUB INC., VIREO PR MERGER SUB II INC., VIREO GROWTH INC., NGH INVESTMENTS, INC. PROPER HOLDINGS MANAGEMENT, INC., PROPER HOLDINGS, LLC AND SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS THE MEMBER REPRESENTATIVE Dated as of December 18, 2024 Article I. DEFINITIONS‌3 Article II. THE MERGER‌21 Section 2.01.The Merger‌21 Section 2.02.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to . Commission file number 000-5

Agreement and Plan of Merger, dated as of December 18, 2024, by and among Vireo DR Merger Sub Inc., Vireo Growth Inc., Deep Roots Holdings, Inc. and Shareholder Representative Services LLC (incorporated by reference to Exhibit 2.2 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024)

Exhibit 2.2 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among VIREO DR MERGER SUB INC., VIREO GROWTH INC., DEEP ROOTS HOLDINGS, INC., and THE STOCKHOLDER REPRESENTATIVE Dated as of December 18, 2024 Table of Contents ARTICLE I DEFINITIONS‌6 ARTICLE II THE MERGER‌24 Section 2.01.The Merger‌24 Section 2.02.Closing‌25 Section 2.03.Closing Deliverables‌25 Section 2.04.Effective Time‌27 Secti

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2025 VIREO GROWTH INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of Incorporation) 000-56225 82-3835655 (Commiss

Letter Agreement, dated January 23, 2025, by and between Vireo Growth Inc. and Bill’s Nursery, Inc.

Exhibit 10.1 EXECUTION VERSION CONFIDENTIAL Bill’s Nursery, Inc. Attention: Elad Kohen January 23, 2025 Re: Extension of Memorandum of Understanding (“MOU”) regarding a Proposed Transaction involving a to-be determined U.S. affiliate of Vireo Growth Inc., a British Columbia corporation (as applicable, “Vireo”) and Bill’s Nursery, Inc., a Florida corporation (the “Company”). Dear Mr. Kohen: Referen

Vireo Growth Inc. Announces Closing of Oversubscribed US$81 Million Equity Securities Offering – Oversubscribed equity raise at US$0.625 per share capitalizes Company with a strong balance sheet– – Financing enables Vireo to fund investments in addit

Exhibit 99.1 Vireo Growth Inc. Announces Closing of Oversubscribed US$81 Million Equity Securities Offering – Oversubscribed equity raise at US$0.625 per share capitalizes Company with a strong balance sheet– – Financing enables Vireo to fund investments in additional organic and acquisitive growth opportunities – MINNEAPOLIS – December 31, 2024 – Vireo Growth Inc. ("Vireo" or the "Company") (CSE:

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2024 VIREO GROWTH INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of Incorporation) 000-5622

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 27, 2024 VIREO GROWTH INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of Incorporation) 000-56225 82-3835655 (Commis

Credit Agreement, dated December 27, 2024, among Vireo Health of Minnesota, LLC, the guarantors party thereto, the lenders party thereto, and Chicago Atlantic Admin, LLC, as administrative agent and collateral agent*

Exhibit 10.1 CREDIT AGREEMENT among VIREO HEALTH OF MINNESOTA, LLC AND CERTAIN OF OTHER PERSONS PARTY HERETO AFTER THE DATE HEREOF, as Borrowers, the Persons from time to time party hereto as Guarantors, the Lenders from time to time party hereto and CHICAGO ATLANTIC ADMIN, LLC, as Administrative Agent and Collateral Agent Dated as of December 27, 2024 CHICAGO ATLANTIC CREDIT ADVISERS, LLC, as Lea

Construction and Business Loan Agreement, dated December 31, 2024, among Vireo Health of Minnesota, LLC, Vireo Health Inc., Vireo Growth Inc. and Stearns Bank National Association

Exhibit 10.2 CONSTRUCTION AND BUSINESS LOAN AGREEMENT This CONSTRUCTION AND BUSINESS LOAN AGREEMENT (this “Loan Agreement”) is made as of December 31, 2024 by and among VIREO HEALTH OF MINNESOTA, LLC, a Minnesota limited liability company (“Borrower”), VIREO HEALTH, INC., a Delaware corporation (“VHI”), and VIREO GROWTH, INC., a British Columbia corporation (“VGI”) (VHI and VGI are each a “Guarant

Agreement and Plan of Merger, dated as of December 18, 2024, by and among Vireo WH Merger Sub Inc., Vireo Growth Inc., WholesomeCo, Inc. and Shareholder Representative Services LLC**

Exhibit 2.3 AGREEMENT AND PLAN OF MERGER by and among VIREO WH MERGER SUB INC., VIREO GROWTH INC., WHOLESOMECO, INC., And THE STOCKHOLDER REPRESENTATIVE Dated as of December 18, 2024 Table of Contents ARTICLE I. DEFINITIONS 7 ARTICLE II. THE MERGER 28 Section 2.01. The Merger 28 Section 2.02. Closing 28 Section 2.03. Closing Deliverables 28 Section 2.04. Effective Time 30 Section 2.05. Effects of

Memorandum of Understanding, dated as of December 17, 2024, by and between Vireo Growth Inc. and Bill’s Nursery, Inc.

Exhibit 10.1 CONFIDENTIAL Bill’s Nursery, Inc. Attention: Elad Kohen December 17, 2024 Re: Memorandum of Understanding (“MOU”) regarding a Proposed Transaction involving a to-be determined U.S. affiliate of Vireo Growth Inc., a British Columbia corporation (as applicable, “Vireo”) and Bill’s Nursery, Inc., a Florida corporation (the “Company”). Dear Mr. Kohen: Vireo is pleased to provide this MOU

Employment Agreement, dated as of December 17, 2024, by and between Vireo Growth Inc. and John Mazarakis

Exhibit 10.3 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is entered into on December 17, 2024 (“Effective Date”) by and between Vireo Growth Inc., a Delaware corporation (the “Company”) and John Mazarakis, an individual residing in the State of Florida (“Employee”) (collectively “Parties” or individually “Party”). RECITALS WHEREAS, the Company desires to continue to employ Employe

Vireo Growth Inc. Announces $75 Million Financing and Acquisitions of Four Single State Operators – $75 million equity financing at $0.625 per Vireo share will result in combined new entity having an industry-leading balance sheet – – Transactions wo

Exhibit 99.1 Vireo Growth Inc. Announces $75 Million Financing and Acquisitions of Four Single State Operators – $75 million equity financing at $0.625 per Vireo share will result in combined new entity having an industry-leading balance sheet – – Transactions would expand Vireo’s operating footprint to 7 states, 9 cultivation facilities, and 48 dispensaries – – Combined new entity would have an e

CSE: VREO OTCQX: VREOF Transaction Presentation December 18, 2024

Exhibit 99.2 CSE: VREO OTCQX: VREOF Transaction Presentation December 18, 2024 Disclaimer || 2 Disclaimer CAUTIONARY NOTE REGARDING FORWARD - LOOKING INFORMATION : This document includes information, statements, beliefs and opinions which are forward - looking, and which reflect current estimates, expectations and projections about future events, referred to herein and which constitute “forward -

Agreement and Plan of Merger, dated as of December 18, 2024, by and among Vireo DR Merger Sub Inc., Vireo Growth Inc., Deep Roots Holdings, Inc. and Shareholder Representative Services LLC**

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among VIREO DR MERGER SUB INC., VIREO GROWTH INC., DEEP ROOTS HOLDINGS, INC., and THE STOCKHOLDER REPRESENTATIVE Dated as of December 18, 2024 Table of Contents ARTICLE I DEFINITIONS 6 ARTICLE II THE MERGER 27 Section 2.01. The Merger 27 Section 2.02. Closing 27 Section 2.03. Closing Deliverables 27 Section 2.04. Effective Time 29 S

Employment Agreement, dated as of December 17, 2024, by and between Vireo Growth Inc. and Tyson Macdonald

Exhibit 10.4 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is entered into on December 17, 2024 (“Effective Date”) by and between Vireo Growth Inc., a Delaware corporation (the “Company”) and Tyson Macdonald, an individual residing in the State of Maryland (“Employee”) (collectively “Parties” or individually “Party”). RECITALS WHEREAS, the Company desires to continue to employ Emplo

Form of Subscription Agreement

Exhibit 10.2 SUBSCRIPTION AGREEMENT (For U.S. Accredited Investors that are in the United States and that are Offshore Investors) IMPORTANT INSTRUCTIONS The following items in this Subscription Agreement have been completed (subscriber, please initial each applicable box): All Subscribers: All subscribers must complete the section entitled “Subscription and Subscriber Information” on pages 1 and 2

Agreement and Plan of Merger, dated as of December 18, 2024, by and among Vireo PR Merger Sub Inc., Vireo PR Merger Sub II Inc., Vireo Growth Inc., NGH Investments, Inc., Proper Holdings Management, Inc., Proper Holdings, LLC and Shareholder Representative Services LLC**

Exhibit 2.2 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among VIREO PR MERGER SUB INC., VIREO PR MERGER SUB II INC., VIREO GROWTH INC., NGH INVESTMENTS, INC. PROPER HOLDINGS MANAGEMENT, INC., PROPER HOLDINGS, LLC AND SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS THE MEMBER REPRESENTATIVE Dated as of December 18, 2024 Table of Contents Page Article I. DEFINITIONS 3 Article II. THE MERGER 23

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2024 VIREO GROWTH IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2024 VIREO GROWTH INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of Incorporation) 000-56225 82-3835655 (Commis

Waiver and Ninth Amendment to Credit Agreement, dated as of July 31, 2024, by and among Vireo Growth Inc. and certain of its subsidiaries, the persons from time-to-time party thereto as guarnators, the lenders party thereto, and Chicago Atlantic Admin, LLC, as administrative agend and as collateral agent.

Exhibit 10.78 WAIVER AND NINTH AMENDMENT TO CREDIT AGREEMENT This WAIVER AND NINTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made as of July 31, 2024 (the “Effective Date”), among VIREO GROWTH INC. (formerly known as Goodness Growth Holdings, Inc. and Vireo Health International, Inc.), a British Columbia corporation (“Parent”), the other Borrowers (as defined in the hereinafter-defined C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

VIREO GROWTH INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273728 PROSPECTUS SUPPLEMENT NO. 25 (to prospectus dated August 10, 2023) VIREO GROWTH INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants This prospectus supplement is being filed to update and supplement the information contained in

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2024 VIREO GROWTH INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of Incorporation) 000-56225 82-3835655 (Commiss

VIREO GROWTH INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273728 PROSPECTUS SUPPLEMENT NO. 24 (to prospectus dated August 10, 2023) VIREO GROWTH INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants This prospectus supplement is being filed to update and supplement the information contained in

Joinder and Tenth Amendment to Credit Agreement, dated November 1, 2024, by and among Vireo Growth Inc., and certain of its subsidiaries, the lenders party thereto, and Chicago Atlantic Admin, LLC, as administrative agent and as collateral agent

Exhibit 10.1 JOINDER AND TENTH AMENDMENT TO CREDIT AGREEMENT This JOINDER AND TENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made as of November 1, 2024 (the “Effective Date”), among VIREO GROWTH INC. (formerly known as Goodness Growth Holdings, Inc. and Vireo Health International, Inc.), a British Columbia corporation (“Parent”), the other Borrowers (as defined in the hereinafter-defin

Vireo Growth Inc. Announces New $10 Million Convertible Debt Facility

Exhibit 99.1 Vireo Growth Inc. Announces New $10 Million Convertible Debt Facility 11/04/2024 MINNEAPOLIS, Nov. 04, 2024 (GLOBE NEWSWIRE) - Vireo Growth Inc. ("Vireo" or the "Company") (CSE: VREO; OTCQX: VREOF), a cannabis company committed to providing safe access, quality products and great value to its customers, today announced that it has secured a new convertible debt facility which provides

VIREO GROWTH INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273728 PROSPECTUS SUPPLEMENT NO. 23 (to prospectus dated August 10, 2023) VIREO GROWTH INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants This prospectus supplement is being filed to update and supplement the information contained in

Vireo Growth Inc. 207 South 9th Street Minneapolis, MN 55402

Vireo Growth Inc. 207 South 9th Street Minneapolis, MN 55402 October 22, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street NE Washington, D.C. 20549 Attn: Tamika N. Sheppard Re: Vireo Growth Inc. Registration Statement on Form S-3 (File No. 333-282311) Filed September 24, 2024, as amended on October 16, 2024 Ladies

As filed with the Securities and Exchange Commission on October 16, 2024

As filed with the Securities and Exchange Commission on October 16, 2024 Registration No.

October 16, 2024

October 16, 2024 Via EDGAR Submission Division of Corporation Finance Office of Life Sciences United States Securities and Exchange Commission Washington, D.

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 9, 2024 VIREO GROWTH INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of Incorporation) 000-56225 82-3835655 (Commissi

Restated Employment Agreement between Vireo Growth Inc., Vireo Health, Inc. and Amber Shimpa dated October 9, 2024

  EXHIBIT 10.3   RESTATED EMPLOYMENT AGREEMENT   This Restated Employment Agreement (this “Agreement”) is entered into as of October 9, 2024 (the “Restatement Effective Date”) by and between Vireo Health, Inc. (the “Company”), a Delaware corporation, which is a wholly owned subsidiary of Vireo Growth Inc. (the “Parent Corporation”), a British Columbia corporation, and Amber Shimpa (“Employee”), an

– Amber Shimpa promoted to the role of Chief Executive Officer – – Josh Rosen resigns from leadership and governance roles and retained as advisor –

Exhibit 99.1 Vireo Growth Inc. Announces Leadership Transition 10/10/2024 – Amber Shimpa promoted to the role of Chief Executive Officer – – Josh Rosen resigns from leadership and governance roles and retained as advisor – MINNEAPOLIS, Oct. 10, 2024 (GLOBE NEWSWIRE) - Vireo Growth Inc. ("Vireo" or the "Company") (CSE: VREO; OTCQX: VREOF), a cannabis company committed to providing safe access, qual

Separation Agreement between Vireo Growth Inc. and Joshua Rosen dated October 9, 2024

  Exhibit 10.1   SEPARATION AGREEMENT AND GENERAL RELEASE   This Separation Agreement and General Release (this “Agreement”) is entered into between Joshua Rosen (“you”) and Vireo Growth, Inc., previously known as Vireo Health, Inc. (the “Company”). Your employment with the Company will end effective October 10, 2024. You and the Company have agreed to characterize your termination of employment w

Consulting Agreement between Vireo Growth Inc. and Joshua Rosen dated October 10, 2024

EXHIBIT 10.2 CONSULTING AGREEMENT This Independent Agreement (“Agreement”) dated as of the 10th day of October, 2024 (the “Effective Date”), is between Vireo Health, Inc., a Delaware corporation (the “Company”) and Joshua Rosen (“Consultant”). Recitals WHEREAS, Company desires to engage Consultant to perform certain Services (as defined below) for Company on an consulting basis. WHEREAS, the parti

Filing Fees Exhibit.**

Exhibit 107 Calculation of Filing Fee Tables S-3 (Form Type) Vireo Growth Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price(3) Fee Rate Amount of Registration Fee Fees to Be Paid Equity Subordinate

As filed with the Securities and Exchange Commission on September 24, 2024

As filed with the Securities and Exchange Commission on September 24, 2024 Registration No.

VIREO GROWTH INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273728 PROSPECTUS SUPPLEMENT NO. 22 (to prospectus dated August 10, 2023) VIREO GROWTH INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants This prospectus supplement is being filed to update and supplement the information contained in

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56225 VIREO GROW

Vireo Growth Inc. Announces 30-Month Extension of Credit Agreement and Voluntary Conversion of All Outstanding Convertible Notes with Affiliates of Chicago Atlantic – Maturity date on credit facility loans extended to January 29, 2027 – – Early debt

Exhibit 99.1 Vireo Growth Inc. Announces 30-Month Extension of Credit Agreement and Voluntary Conversion of All Outstanding Convertible Notes with Affiliates of Chicago Atlantic – Maturity date on credit facility loans extended to January 29, 2027 – – Early debt conversion to reduce cash and PIK interest expenses by $2.3 million – MINNEAPOLIS – August 1, 2024 – Vireo Growth Inc. (formerly Goodness

VIREO GROWTH INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273728 PROSPECTUS SUPPLEMENT NO. 21 (to prospectus dated August 10, 2023) VIREO GROWTH INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants This prospectus supplement is being filed to update and supplement the information contained in

Eighth Amendment to Lease Agreement, dated April 1, 2024, by and between IIP-NY 2 LLC and Vireo Health of New York LLC

Exhibit 10.72 EIGHTH AMENDMENT TO LEASE AGREEMENT THIS EIGHTH AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is entered into as of April 1, 2024 (the “Amendment Effective Date”), by and between IIP-NY 2 LLC, a Delaware limited liability company (“Landlord”), and Vireo Health of New York, LLC, a New York limited liability company (“Tenant”). RECITALS WHEREAS, Landlord and Tenant are parties to tha

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2024 VIREO GROWTH INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of Incorporation) 000-56225 82-3835655 (Commission

Eighth Amendment to Credit Agreement, dated as of June 14, 2024, by and among Goodness Growth Holdings, Inc. and certain of its subsidiaries, the persons from time-to-time parties thereto as guarantors, the lenders party thereto, and Chicago Atlantic Advisers, LLC, as administrative agent and as collateral agent

Exhibit 10.74 EIGHTH AMENDMENT TO CREDIT AGREEMENT This EIGHTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment” ) is made as of June 14, 2024 (the “Effective Date”), among GOODNESS GROWTH HOLDINGS, INC. (formerly known as Vireo Health International, Inc.), a British Columbia corporation (“Parent”), the other Borrowers (as defined in the hereinafter-defined Credit Agreement), the Lenders (as defined

Seventh Amendment to Credit Agreement, dated as of April 30, 2024, by and among Goodness Growth Holdings, Inc. and certain of its subsidiaries, the persons from time-to-time parties thereto as guarantors, the lenders party thereto, and Chicago Atlantic Advisers, LLC, as administrative agent and as collateral agent

Exhibit 10.73 SEVENTH AMENDMENT TO CREDIT AGREEMENT This SEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made as of April 30, 2024 (the “Effective Date”), among GOODNESS GROWTH HOLDINGS, INC. (formerly known as Vireo Health International, Inc.), a British Columbia corporation (“Parent”), the other Borrowers (as defined in the hereinafter-defined Credit Agreement), the Lenders (as defin

Employment Agreement between Goodness Growth Holdings Inc. and Joshua Rosen, effective January 1, 2024.

Exhibit 10.75 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is entered into effective as of January 1, 2024 (the “Effective Date”) by and between Vireo Health, Inc., a Delaware corporation (the “Company”) and Joshua Rosen, an individual residing in the State of Arizona (“Executive”) (collectively “Parties” or individually “Party”). RECITALS WHEREAS, the Company desires to conti

Binding Letter of Intent, dated April 1, 2024, between Goodness Growth Holdings Inc. and ACE Venture Enterprises, Inc.

Exhibit 10.71 ACE Venture Enterprises, Inc. CONFIDENTIAL Binding Letter of Intent for Acquisition of Vireo Health of NY Assets The following Binding Letter of Intent (“LOI”) constitutes a binding agreement between the Parties. Its terms and conditions are not all-inclusive; however, to the extent provided in this LOI, they shall be binding upon the Parties. As soon as is practicable, the Parties s

JOINDER TO JOINT FILING AGREEMENT

EXHIBIT 5 JOINDER TO JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to become parties to that certain Joint Filing Agreement dated July 12, 2023 by Chicago Atlantic Credit Opportunities, LLC, Chicago Atlantic Advisers, LLC, Chicago Atlantic Manager, LLC, Chicago Atlantic GP Holdings, LLC, Chicago Atlantic Group, LP, and Chicago Atlantic Group GP, LLC.

GDNSF / Goodness Growth Holdings, Inc. / Chicago Atlantic Credit Opportunities, LLC - AMENDMENT NO. 1 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Goodness Growth Holdings, Inc. (Name of Issuer) Subordinate Voting Shares (Title of Class of Securities) 38238W1

VIREO GROWTH INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273728 PROSPECTUS SUPPLEMENT NO. 20 (to prospectus dated August 10, 2023) VIREO GROWTH INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants This prospectus supplement is being filed to update and supplement the information contained in

Subscription Agreement

EX-99.6 3 ea020858801ex99-6good.htm SUBSCRIPTION AGREEMENT EXHIBIT 6 GOODNESS GROWTH HOLDINGS, INC. SUBSCRIPTION AGREEMENT FOR SUBORDINATE VOTING SHARES (United States Residents Only) THE SECURITIES SUBSCRIBED FOR HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED

Notice of Alteration, Notice of Articles and Certificate of Name Change dated June 25, 2024 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed July 1, 2024)

Exhibit 3.1 Date and Time: June 25, 2024 02:08 PM Pacific Time Mailing Address: PO Box 9431 Stn Prov Govt Victoria BC V8W 9V3 www.corporateonline.gov.bc.ca Location: 2nd Floor - 940 Blanshard Street Victoria BC 1 877 526-1526 Notice of Alteration FORM 11 BUSINESS CORPORATIONS ACT Section 257 Filed Date and Time: June 25, 2024 02:08 PM Pacific Time Alteration Date and Time: Notice of Articles Alter

Regulation FD Disclosure, Financial Statements and Exhibits, 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 25, 2024 VIREO GROWTH INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of Incorporation) 000-56225 82-3835655 (Commission

Goodness Growth Holdings Announces Name Change to Vireo Growth Inc. – Subordinate voting shares expected to begin trading under new ticker symbols on July 8, 2024 – –Ticker symbol “VREO” on the CSE in Canada (CSE: VREO); “VREOF” on OTCQX Market (OTCQ

Exhibit 99.1 Goodness Growth Holdings Announces Name Change to Vireo Growth Inc. – Subordinate voting shares expected to begin trading under new ticker symbols on July 8, 2024 – –Ticker symbol “VREO” on the CSE in Canada (CSE: VREO); “VREOF” on OTCQX Market (OTCQX: VREOF) – MINNEAPOLIS – July 1, 2024 – Vireo Growth Inc. (formerly Goodness Growth Holdings, Inc.) ("Vireo" or the "Company") (CSE: GDN

Articles of Vireo Growth Inc. dated June 25, 2024 (incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed July 1, 2024)

Exhibit 3.2 The Articles of the Company have been altered pursuant to resolution passed on March 8, 2019 and Notice of Alteration filed with BC Registry on March 18, 2019. VIREO GROWTH INC. VIREO HEALTH INTERNATIONAL, INC. DOMINION ENERGY INC. (the “Company”) GOODNESS GROWTH HOLDINGS, INC. Full name and signature Date of signing /s/ Gunther Roehlig December 9, 2013 Gunther Roehlig, President ARTIC

GOODNESS GROWTH HOLDINGS, INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273728 PROSPECTUS SUPPLEMENT NO. 19 (to prospectus dated August 10, 2023) GOODNESS GROWTH HOLDINGS, INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants This prospectus supplement is being filed to update and supplement the information

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2024 GOODNESS GROWTH HOLDINGS, INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of Incorporation) 000-56225 82-383565

GOODNESS GROWTH HOLDINGS, INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273728 PROSPECTUS SUPPLEMENT NO. 18 (to prospectus dated August 10, 2023) GOODNESS GROWTH HOLDINGS, INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants This prospectus supplement is being filed to update and supplement the information

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2024 GOODNESS GROWTH HOLDINGS, INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of Incorporation) 000-56225 82-383565

Goodness Growth Holdings, Inc. 2019 Equity Incentive Plan Restricted Stock Unit Agreement, by and between Goodness Growth Holdings, Inc. and Joshua Rosen, effective March 31, 2024 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed June 6, 2024)

Exhibit 10.1 GOODNESS GROWTH HOLDINGS, INC. 2019 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT (Employee Restricted Stock Unit Award) I.            NOTICE OF GRANT Name of Participant: Joshua Rosen Number of Restricted Stock Units: 121,6251 Date of Grant: March 31, 20242 Vesting Schedule: Subject to the terms of this Agreement and the Vireo Health International, Inc. 2019 Equity Incentive

Form of Goodness Growth Holdings, Inc. 2019 Equity Incentive Plan Restricted Stock Unit Agreement (Employee Restricted Stock Unit Award) (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed June 6, 2024)

Exhibit 10.2 GOODNESS GROWTH HOLDINGS, INC. 2019 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT (Employee Restricted Stock Unit Award) I.            NOTICE OF GRANT Name of Participant: Number of Restricted Stock Units: Date of Grant: , 202 Vesting Schedule: Subject to the terms of this Agreement and the Vireo Health International, Inc. 2019 Equity Incentive Plan (the “Plan”), the Restricte

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2024 GOODNESS GROWTH HOLDINGS, INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of Incorporation) 000-56225 82-3835655

GOODNESS GROWTH HOLDINGS, INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273728 PROSPECTUS SUPPLEMENT NO. 17 (to prospectus dated August 10, 2023) GOODNESS GROWTH HOLDINGS, INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants This prospectus supplement is being filed to update and supplement the information

GOODNESS GROWTH HOLDINGS, INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-273728 PROSPECTUS SUPPLEMENT NO. 15 (to prospectus dated August 10, 2023)   GOODNESS GROWTH HOLDINGS, INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants This prospectus supplement is being filed to update and supple

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A   PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A   PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy

GOODNESS GROWTH HOLDINGS, INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273728 PROSPECTUS SUPPLEMENT NO. 16 (to prospectus dated August 10, 2023)   GOODNESS GROWTH HOLDINGS, INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants This prospectus supplement is being filed to update and supplement the informati

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Sixth Amendment to Lease Agreement, dated March 5, 2024, by and between IIP-NY 2 LLC and Vireo Health of New York LLC

Exhibit 10.66 SIXTH AMENDMENT TO LEASE AGREEMENT THIS SIXTH AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is entered into as of March 5, 2024 (the “Amendment Effective Date”), by and between IIP-NY 2 LLC, a Delaware limited liability company (“Landlord”), and Vireo Health of New York, LLC, a New York limited liability company (“Tenant”). RECITALS A.WHEREAS, Landlord and Tenant are parties to tha

GOODNESS GROWTH HOLDINGS, INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273728 PROSPECTUS SUPPLEMENT NO. 14 (to prospectus dated August 10, 2023) GOODNESS GROWTH HOLDINGS, INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants This prospectus supplement is being filed to update and supplement the information

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56225 GOODNESS

Seventh Amendment to Lease Agreement, dated March 11, 2024, by and between IIP-NY 2 LLC and Vireo Health of New York LLC

Exhibit 10.67 SEVENTH AMENDMENT TO LEASE AGREEMENT THIS SEVENTH AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is entered into as of March 11, 2024 (the “Amendment Effective Date”), by and between IIP-NY 2 LLC, a Delaware limited liability company (“Landlord”), and Vireo Health of New York, LLC, a New York limited liability company (“Tenant”). RECITALS A.WHEREAS, Landlord and Tenant are parties t

– Josh Rosen to shed Interim title and become Chief Executive Officer; Company provides other key personnel updates – – Company receives a short-term extension of the maturity date on its credit facility – – Company plans corporate name change to Vir

Exhibit 99.1 Goodness Growth Provides CREAM & Fire Updates 05/01/2024 – Josh Rosen to shed Interim title and become Chief Executive Officer; Company provides other key personnel updates – – Company receives a short-term extension of the maturity date on its credit facility – – Company plans corporate name change to Vireo – MINNEAPOLIS, May 01, 2024 (GLOBE NEWSWIRE) - Goodness Growth Holdings, Inc.

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2024 GOODNESS GROWTH HOLDINGS, INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of Incorporation) 000-56225 82-38356

GOODNESS GROWTH HOLDINGS, INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273728 PROSPECTUS SUPPLEMENT NO. 13 (to prospectus dated August 10, 2023) GOODNESS GROWTH HOLDINGS, INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants This prospectus supplement is being filed to update and supplement the information

Second Amendment to Employment Agreement, effective February 2, 2022, by and among Goodness Growth Holdings, Inc., Vireo Health, Inc., and Patrick Peters

EXHIBIT 10.65 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT This Second Amendment to Employment Agreement (“Second Amendment”) is made effective as of February 2, 2022 (“Effective Date”) by and among Goodness Growth Holdings, Inc., a British Columbia corporation (“Parent”), Vireo Health, Inc., a Delaware corporation (the “Employer”) and John Heller, an individual residing in the State of Minnesota (“Em

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to . Commissi

GOODNESS GROWTH HOLDINGS, INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273728 PROSPECTUS SUPPLEMENT NO. 12 (to prospectus dated August 10, 2023) GOODNESS GROWTH HOLDINGS, INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants This prospectus supplement is being filed to update and supplement the information

Employment Agreement between Goodness Growth Holdings, Inc., Vireo Health, Inc. and Patrick Peters, effective as of December 1, 2020

EXHIBIT 10.63 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is entered into on December 1, 2020 (“Effective Date”) by and between Vireo Health, Inc., a Delaware corporation (the “Company”) and Patrick Peters, an individual residing in the State of New Jersey (“Employee”) (collectively “Parties” or individually “Party”). RECITALS WHEREAS, the Company desires to continue to employ Emp

First Amendment to Employment Agreement, effective February 2, 2022, by and among Goodness Growth Holdings, Inc., Vireo Health, Inc. and Patrick Peters

EXHIBIT 10.64 AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment to Employment Agreement (“Amendment”) is made effective as of February 2, 2022 (“Effective Date”) by and among Goodness Growth Holdings, Inc., a British Columbia corporation (“Parent”), Vireo Health, Inc., a Delaware corporation (the “Employer”) and Patrick Peters, an individual residing in the State/Commonwealth of New Jersey (“Employ

Filed via SEDAR+

Exhibit 99.1 April 12, 2024 Filed via SEDAR+ To All Applicable Exchanges and Securities Administrators Subject: Goodness Growth Holdings, Inc. (the “Issuer”) Notice of Meeting and Record Date Dear Sir/Madam: We are pleased to confirm the following information with respect to the Issuer’s upcoming meeting of securityholders: Meeting Type: Annual General Special Meeting Meeting Date: June 21, 2024 R

Goodness Growth Holdings, Inc.’s Notice of Meeting and Record Date, dated April 12, 2024.

Exhibit 99.1 April 12, 2024 Filed via SEDAR+ To All Applicable Exchanges and Securities Administrators Subject: Goodness Growth Holdings, Inc. (the “Issuer”) Notice of Meeting and Record Date Dear Sir/Madam: We are pleased to confirm the following information with respect to the Issuer’s upcoming meeting of securityholders: Meeting Type: Annual General Special Meeting Meeting Date: June 21, 2024 R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 12, 2024 GOODNESS GROWTH HO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 12, 2024 GOODNESS GROWTH HOLDINGS, INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of Incorporation) 000-56225 82-38356

GOODNESS GROWTH HOLDINGS, INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273728 PROSPECTUS SUPPLEMENT NO. 11 (to prospectus dated August 10, 2023) GOODNESS GROWTH HOLDINGS, INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants This prospectus supplement is being filed to update and supplement the information

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 12, 2024 GOODNESS GROWTH HO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 12, 2024 GOODNESS GROWTH HOLDINGS, INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of Incorporation) 000-56225 82-38356

– Led by Steven Acevedo and Art Isagholian, ACE Venture Enterprises, Inc., a minority-owned business, plans to acquire Vireo Health of New York to accelerate entry into the New York market – – Ace plans to retain Goodness Growth with a collaborative

Exhibit 99.1 CORRECTION - ACE Venture Enterprises, Inc. Announces Planned Acquisition of Vireo Health of New York from Goodness Growth Holdings 04/01/2024 – Led by Steven Acevedo and Art Isagholian, ACE Venture Enterprises, Inc., a minority-owned business, plans to acquire Vireo Health of New York to accelerate entry into the New York market – – Ace plans to retain Goodness Growth with a collabora

Financial Statements and Exhibits, 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2024 GOODNESS GROWTH HOLDINGS, INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of Incorporation) 000-56225 82-383565

GOODNESS GROWTH HOLDINGS, INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273728 PROSPECTUS SUPPLEMENT NO. 10 (to prospectus dated August 10, 2023) GOODNESS GROWTH HOLDINGS, INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants This prospectus supplement is being filed to update and supplement the information

Goodness Growth Holdings, Inc. Non-Statutory Stock Option Agreement for J. Michael Schroeder (239,907 options), dated June 7, 2023.

Exhibit 4.13 GOODNESS GROWTH HOLDINGS, INC. NON-STATUTORY STOCK OPTION AGREEMENT I. NOTICE OF GRANT Name of Optionee: J. Michael Schroeder Number of Shares: 239,907 Subordinate Voting Shares Date of Grant: June 7, 2023 Exercise Price per Share: USD$0.1757 Expiration Date: June 6, 2033 (5:00 p.m., Central Time) Exercise Schedule: Subject to Section 4 hereof: (1) 59,977 of the Shares covered by the

Goodness Growth Holdings, Inc. Non-Plan Restricted Stock Unit Agreement for J. Michael Schroeder, dated December 14, 2022.

Exhibit 4.5 GOODNESS GROWTH HOLDINGS, INC. NON-PLAN RESTRICTED STOCK UNIT AGREEMENT (Employee Restricted Stock Unit Award) I. NOTICE OF GRANT Name of Recipient: J. Michael Schroeder Number of Restricted Stock Units: 257,221 Date of Grant: December 14, 2022 Vesting Schedule: Subject to Section III.4 hereof and to the Employment Agreement by and between Vireo Health, Inc. (the “Subsidiary Employer”)

As filed with the Securities and Exchange Commission on April 2, 2024

As filed with the Securities and Exchange Commission on April 2, 2024 Registration No.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Goodness Growth Holdings, Inc.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Goodness Growth Holdings, Inc.

As filed with the Securities and Exchange Commission on April 2, 2024

As filed with the Securities and Exchange Commission on April 2, 2024 Registration No.

Goodness Growth Holdings, Inc. Non-Statutory Stock Option Agreement for J. Michael Schroeder (400,000 options), dated June 7, 2023.

Exhibit 4.14 GOODNESS GROWTH HOLDINGS, INC. NON-STATUTORY STOCK OPTION AGREEMENT I. NOTICE OF GRANT Name of Optionee: J. Michael Schroeder Number of Shares: 400,000 Subordinate Voting Shares Date of Grant: June 7, 2023 Exercise Price per Share: USD$0.1757 Expiration Date: June 6, 2033 (5:00 p.m., Central Time) Exercise Schedule: Subject to Section 4 hereof: (1) 225,000 of the Shares covered by the

As filed with the Securities and Exchange Commission on April 2, 2024

As filed with the Securities and Exchange Commission on April 2, 2024 Registration No.

Goodness Growth Holdings, Inc. Non-Statutory Stock Option Agreement for J. Michael Schroeder, dated December 14, 2022.

Exhibit 4.12 GOODNESS GROWTH HOLDINGS, INC. NON-STATUTORY STOCK OPTION AGREEMENT I. NOTICE OF GRANT Name of Optionee: J. Michael Schroeder Number of Shares: 308,927 Subordinate Voting Shares Date of Grant: December 14, 2022 Exercise Price per Share: USD$0.301 Expiration Date: December 14, 2032 (5:00 p.m., Central Time on the day preceding the tenth anniversary of the Date of Grant.) Exercise Sched

GOODNESS GROWTH HOLDINGS, INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273728 PROSPECTUS SUPPLEMENT NO. 9 (to prospectus dated August 10, 2023) GOODNESS GROWTH HOLDINGS, INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants This prospectus supplement is being filed to update and supplement the information

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-56225 GOODNESS GROWTH HOLDINGS, INC. (Exact name of registrant as specif

List of Subsidiaries of Goodness Growth Holdings, Inc. (incorporated by reference to Exhibit 21.1 to our Annual Report on Form 10 - K for the fiscal year ended December 31, 2023)

Exhibit 21.1 SUBSIDIARIES Subsidiary State of Organization 1776 Hemp, LLC Delaware EHF Cultivation Management, LLC Arizona Elephant Head Farm, LLC Arizona MaryMed, LLC dba Green Goods Maryland Mayflower Botanicals Inc. Massachusetts, but converted to For Profit 11/16/2018 MJ Distributing C201, LLC Nevada MJ Distributing P132, LLC Nevada Resurgent Biosciences, Inc. (fka Resurgent Pharmaceuticals, I

Fifth Amendment to Lease Agreement, dated October 27, 2023, by and between IIP-NY 2 LLC and Vireo Health of New York, LLC (incorporated by reference to Exhibit 10.52 to our Annual Report on Form 10 - K for the fiscal year ended December 31, 2023)

EXHIBIT 10.52 FIFTH AMENDMENT TO LEASE AGREEMENT THIS FIFTH AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is entered into as of October 27, 2023 (the “Amendment Effective Date”), by and between IIP-NY 2 LLC, a Delaware limited liability company (“Landlord”), and Vireo Health of New York, LLC, a New York limited liability company (“Tenant”). RECITALS A.WHEREAS, Landlord and Tenant are parties to

Goodness Growth Holdings, Inc. Non-Statutory Stock Option Agreement for Amber Shimpa, dated December 14, 2022 (incorporated by reference to Exhibit 10.61 to our Annual Report on Form 10 - K for the fiscal year ended December 31, 2023).

EXHIBIT 10.61 GOODNESS GROWTH HOLDINGS, INC. NON-STATUTORY STOCK OPTION AGREEMENT I.NOTICE OF GRANT Name of Optionee:Amber Shimpa Number of Shares:321,284 Subordinate Voting Shares Date of Grant:December 14, 2022 Exercise Price per Share:USD$0.301 Expiration Date: December 14, 2032 (5:00 p.m., Central Time on the day preceding the tenth anniversary of the Date of Grant.) Exercise Schedule: Subject

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to . Commission file number 000-5

Goodness Growth Holdings, Inc. Non-Plan Restricted Stock Unit Agreement for Kyle Kingsley, dated December 14, 2022 (incorporated by reference to Exhibit 10.56 to our Annual Report on Form 10 - K for the fiscal year ended December 31, 2023)

EXHIBIT 10.56 GOODNESS GROWTH HOLDINGS, INC. NON-PLAN RESTRICTED STOCK UNIT AGREEMENT (Employee Restricted Stock Unit Award) I. NOTICE OF GRANT Name of Recipient:Kyle Kingsley Number of Restricted Stock Units:679,064 Date of Grant:December 14, 2022 Vesting Schedule: Subject to Section III.4 hereof and to the Employment Agreement by and between Vireo Health, Inc. (the “Subsidiary Employer”) and the

Goodness Growth Holdings, Inc. Incentive Stock Option Agreement for Kyle Kingsley, dated January 4, 2023 (incorporated by reference to Exhibit 10.55 to our Annual Report on Form 10 - K for the fiscal year ended December 31, 2023)

EXHIBIT 10.55 GOODNESS GROWTH HOLDINGS, INC. INCENTIVE STOCK OPTION AGREEMENT I.NOTICE OF GRANT Name of Optionee:Kyle Kingsley Number of Shares:5,100,821 Subordinate Voting Shares Date of Grant:January 4, 2023 Exercise Price per Share:USD$0.33 Expiration Date:May 1, 2028 (5:00 p.m., Central Time) Vesting and Exercise: 100% of the Shares covered by the Option are immediately exercisable and vested

Goodness Growth Holdings, Inc. Non-Statutory Stock Option Agreement for John Heller (287,888 options), dated June 7, 2023 (incorporated by reference to Exhibit 10.57 to our Annual Report on Form 10 - K for the fiscal year ended December 31, 2023)

EXHIBIT 10.57 GOODNESS GROWTH HOLDINGS, INC. NON-STATUTORY STOCK OPTION AGREEMENT I.NOTICE OF GRANT Name of Optionee:John Heller Number of Shares:287,888 Subordinate Voting Shares Date of Grant:June 7, 2023 Exercise Price per Share:USD$0.1757 Expiration Date:June 6, 2033 (5:00 p.m., Central Time) Exercise Schedule: Subject to Section 4 hereof: (1) 71,972 of the Shares covered by the Option are ves

Goodness Growth Holdings, Inc. Non-Plan Restricted Stock Unit Agreement for Patrick Peters, dated December 14, 2022 (incorporated by reference to Exhibit 10.60 to our Annual Report on Form 10 - K for the fiscal year ended December 31, 2023)

EXHIBIT 10.60 GOODNESS GROWTH HOLDINGS, INC. NON-PLAN RESTRICTED STOCK UNIT AGREEMENT (Employee Restricted Stock Unit Award) I. NOTICE OF GRANT Name of Recipient:Patrick Peters Number of Restricted Stock Units:205,777 Date of Grant:December 14, 2022 Vesting Schedule: Subject to Section III.4 hereof and to the Employment Agreement by and between Vireo Health, Inc. (the “Subsidiary Employer”) and th

Goodness Growth Holdings, Inc. Non-Plan Restricted Stock Unit Agreement for Amber Shimpa, dated December 14, 2022 (incorporated by reference to Exhibit 10.62 to our Annual Report on Form 10 - K for the fiscal year ended December 31, 2023).

EXHIBIT 10.62 GOODNESS GROWTH HOLDINGS, INC. NON-PLAN RESTRICTED STOCK UNIT AGREEMENT (Employee Restricted Stock Unit Award) I. NOTICE OF GRANT Name of Recipient:Amber Shimpa Number of Restricted Stock Units:267,510 Date of Grant:December 14, 2022 Vesting Schedule: Subject to Section III.4 hereof and to the Employment Agreement by and between Vireo Health, Inc. (the “Subsidiary Employer”) and the

Goodness Growth Holdings, Inc. Non-Statutory Stock Option Agreement for John Heller (1,314,941 options), dated June 7, 2023 (incorporated by reference to Exhibit 10.58 to our Annual Report on Form 10 - K for the fiscal year ended December 31, 2023)

EXHIBIT 10.58 GOODNESS GROWTH HOLDINGS, INC. NON-STATUTORY STOCK OPTION AGREEMENT I.NOTICE OF GRANT Name of Optionee:John Heller Number of Shares:1,314,941 Subordinate Voting Shares Date of Grant:June 7, 2023 Exercise Price per Share:USD$0.1757 Expiration Date:June 6, 2033 (5:00 p.m., Central Time) Exercise Schedule: Subject to Section 4 hereof: (1) 821,838 of the Shares covered by the Option are

Articles of Goodness Growth Holdings, Inc. (incorporated by reference to Exhibit 3.1 to Annual Report on Form 10-K for the fiscal year ended December 31, 2023).

EXHIBIT 3.1 The Articles of the Company have been altered pursuant to resolution passed on March 8, 2019 and Notice of Alteration filed with BC Registry on March 18, 2019. VIREO HEALTH INTERNATIONAL, INC. DOMINION ENERGY INC. (the “Company”) GOODNESS GROWTH HOLDINGS, INC. Full name and signature Date of signing Gunther Roehlig, President December 9, 2013 ARTICLES - of –GOODNESS GROWTH HOLDINGS, IN

Goodness Growth Holdings, Inc. Non-Plan Stock Option Agreement for Joshua Rosen, dated December 14, 2022 (incorporated by reference to Exhibit 10.53 to our Annual Report on Form 10 - K for the fiscal year ended December 31, 2023)

EXHIBIT 10.53 GOODNESS GROWTH HOLDINGS, INC. NON-PLAN STOCK OPTION AGREEMENT I.NOTICE OF GRANT Name of Optionee:Joshua Rosen Number of Shares:2,000,000 Subordinate Voting Shares Date of Grant:December 14, 2022 Exercise Price per Share:USD$0.301 Expiration Date: December 14, 2032 (5:00 p.m., Central Time on the day preceding the tenth anniversary of the Date of Grant.) Vesting Schedule: Subject to

Goodness Growth Holdings, Inc. Non-Statutory Stock Option Agreement for Kyle Kingsley, dated December 14, 2022 (incorporated by reference to Exhibit 10.54 to our Annual Report on Form 10 - K for the fiscal year ended December 31, 2023)

EXHIBIT 10.54 GOODNESS GROWTH HOLDINGS, INC. NON-STATUTORY STOCK OPTION AGREEMENT I.NOTICE OF GRANT Name of Optionee:Kyle Kingsley Number of Shares:671,402 Subordinate Voting Shares Date of Grant:December 14, 2022 Exercise Price per Share:USD$0.301 Expiration Date:December 14, 2032 (5:00 p.m., Central Time on the day preceding the tenth anniversary of the Date of Grant.) Exercise Schedule: Subject

Goodness Growth Holdings, Inc. Non-Statutory Stock Option Agreement for Patrick Peters, dated December 14, 2022 (incorporated by reference to Exhibit 10.59 to our Annual Report on Form 10 - K for the fiscal year ended December 31, 2023)

EXHIBIT 10.59 GOODNESS GROWTH HOLDINGS, INC. NON-STATUTORY STOCK OPTION AGREEMENT I.NOTICE OF GRANT Name of Optionee:Patrick Peters Number of Shares:247,131 Subordinate Voting Shares Date of Grant:December 14, 2022 Exercise Price per Share:USD$0.301 Expiration Date:December 14, 2032 (5:00 p.m., Central Time on the day preceding the tenth anniversary of the Date of Grant.) Exercise Schedule: Subjec

GOODNESS GROWTH HOLDINGS, INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273728 PROSPECTUS SUPPLEMENT NO. 8 (to prospectus dated August 10, 2023) GOODNESS GROWTH HOLDINGS, INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants This prospectus supplement is being filed to update and supplement the information

Goodness Growth Holdings, Inc. Nonstatutory Stock Option Agreement for Amber Shimpa dated December 21, 2023 (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed January 9, 2024)

Exhibit 10.2 GOODNESS GROWTH HOLDINGS, INC NONSTATUTORY STOCK OPTION AGREEMENT I. NOTICE OF GRANT Name of Optionee: Amber Shimpa Number of Shares: 750,000 Subordinate Voting Shares Date of Grant: December 21, 2023 Exercise Price per Share: USD$0.251 Expiration Date: December 20, 2033 (at 5:00 p.m., Central Time) Exercise Schedule: Subject to Section 4 hereof, 25% (187,500) of the Shares covered by

Fourth Amendment to Employment Agreement by and among Goodness Growth Holdings, Inc., Vireo Health, Inc., and Amber Shimpa, dated December 21, 2023 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed January 9, 2024)

Exhibit 10.1   FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT This Fourth Amendment to Employment Agreement (“Fourth Amendment”) is made effective as of December 21, 2023 (“Effective Date”) by and among Goodness Growth Holdings, Inc., a British Columbia corporation (“Parent”), Vireo Health, Inc., a Delaware corporation (the “Employer”) and Amber Shimpa, an individual residing in the State of Minnesota (

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 21, 2023 GOODNESS GROWTH HOLDINGS, INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of Incorporation) 000-56225 82-38

GOODNESS GROWTH HOLDINGS, INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273728 PROSPECTUS SUPPLEMENT NO. 7 (to prospectus dated August 10, 2023) GOODNESS GROWTH HOLDINGS, INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants This prospectus supplement is being filed to update and supplement the information

Amendment to Employment Agreement by and among Goodness Growth Holdings, Inc., Vireo Health, Inc., and J. Michael Schroeder, dated February 2, 2022

Exhibit 10.3   AMENDMENT TO EMPLOYMENT AGREEMENT   This Amendment to Employment Agreement (“Amendment”) is made effective as of February 2, 2022 (“Effective Date”) by and among Goodness Growth Holdings, Inc., a British Columbia corporation (“Parent”), Vireo Health, Inc., a Delaware corporation (the “Employer”) and Jacob Michael Schroeder, an individual residing in the State/Commonwealth of Florida

Third Amendment to Employment Agreement by and among Goodness Growth Holdings, Inc., Vireo Health, Inc., and John Heller, dated June 7, 2023 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed December 12, 2023)

Exhibit 10.1   THIRD AMENDMENT TO EMPLOYMENT AGREEMENT   This Third Amendment to Employment Agreement (“Third Amendment”) is made effective as of June 7, 2023 (“Effective Date”) by and among Goodness Growth Holdings, Inc., a British Columbia corporation (“Parent”), Vireo Health, Inc., a Delaware corporation (the “Employer”) and John Heller, an individual residing in the State of Minnesota (“Employ

Employment Agreement by and among Goodness Growth Holdings, Inc., Vireo Health, Inc., and J. Michael Schroeder, dated December 1, 2020

Exhibit 10.2   EMPLOYMENT AGREEMENT   This Employment Agreement (“Agreement”) is entered into on December 1, 2020 (“Effective Date”) by and between Vireo Health, Inc., a Delaware corporation (the “Company”) and Michael Schroeder, an individual residing in the State of Florida (“Employee”) (collectively “Parties” or individually “Party”).   RECITALS   WHEREAS, the Company desires to employ Employee

Third Amendment to Employment Agreement by and among Goodness Growth Holdings, Inc., Vireo Health, Inc., and J. Michael Schroeder, dated June 7, 2023

Exhibit 10.4   THIRD AMENDMENT TO EMPLOYMENT AGREEMENT   This Third Amendment to Employment Agreement (“Third Amendment”) is made effective as of June 7, 2023 (“Effective Date”) by and among Goodness Growth Holdings, Inc., a British Columbia corporation (“Parent”), Vireo Health, Inc., a Delaware corporation (the “Employer”) and J. Michael Schroeder, an individual residing in the State of Florida (

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2023 GOODNESS GROWTH HOLDINGS, INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of Incorporation) 000-56225 82-3835655

GOODNESS GROWTH HOLDINGS, INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273728 PROSPECTUS SUPPLEMENT NO. 4 (to prospectus dated August 10, 2023) GOODNESS GROWTH HOLDINGS, INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants This prospectus supplement is being filed to update and supplement the information

GOODNESS GROWTH HOLDINGS, INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273728 PROSPECTUS SUPPLEMENT NO. 5 (to prospectus dated August 10, 2023) GOODNESS GROWTH HOLDINGS, INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants This prospectus supplement is being filed to update and supplement the information

GOODNESS GROWTH HOLDINGS, INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273728 PROSPECTUS SUPPLEMENT NO. 3 (to prospectus dated August 10, 2023) GOODNESS GROWTH HOLDINGS, INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants This prospectus supplement is being filed to update and supplement the information

GOODNESS GROWTH HOLDINGS, INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273728 PROSPECTUS SUPPLEMENT NO. 6 (to prospectus dated August 10, 2023) GOODNESS GROWTH HOLDINGS, INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants This prospectus supplement is being filed to update and supplement the information

First Amendment to the Consulting Agreement, dated September 20, 2023, by and between Goodness Growth Holdings, Inc. and Grown Rogue Unlimited, LLC (incorporated by reference to Exhibit 10.48 to our Quarter Report on Form 10-Q for the quarter ended September 30, 2023)

Exhibit 10.48 FIRST AMENDMENT TO CONSULTING AGREEMENT This First Amendment to Consulting Agreement (the “Amendment”) is effective as of the 20th day of September, 2023 (“Effective Date”), and is made by and between Goodness Growth Holdings, Inc., a British Columbia corporation with a mailing address of 207 South Ninth Street, Minneapolis, MN 55402 (the “Company”) and Grown Rogue Unlimited, LLC, an

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56225 GOODN

Separation Agreement dated September 21, 2023, between Vireo Health, Inc., and John Heller (incorporated by reference to Exhibit 10.49 to our Quarter Report on Form 10-Q for the quarter ended September 30, 2023)

Exhibit 10.49 NOTICE: YOU ARE ADVISED TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTING THIS AGREEMENT CONFIDENTIAL SEPARATION AGREEMENT, WAIVER AND RELEASE THIS CONFIDENTIAL SEPARATION AGREEMENT, WAIVER AND RELEASE (the “Agreement”) is made by and between Vireo Health, Inc., a Delaware corporation (together with any predecessor employers and current or former joint employers and the parent, subsidia

Options Agreement dated as of August 11, 2023, by and among Vireo Health, Inc., HA-MD LLC, and certain other parties specified therein (incorporated by reference to Exhibit 10.47 to our Quarter Report on Form 10-Q for the quarter ended September 30, 2023)

Exhibit 10.47 OPTION AGREEMENT THIS OPTION AGREEMENT is made and entered into as of the 11th day of August, 2023, by and among Vireo Health, Inc. (“Vireo”), HA-MD LLC, a Maryland limited liability company (“Company”), and the persons executing this Option Agreement as “Members” (hereinafter, collectively, the “Members”). Vireo, Company and the Members are sometimes individually referred to hereaft

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 27, 2023 GOODNESS GROWTH HOLDINGS, INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of Incorporation) 000-56225 82-383

Goodness Growth Holdings Amends Lease Agreement in the State of New York

Exhibit 99.1 Goodness Growth Holdings Amends Lease Agreement in the State of New York MINNEAPOLIS – October 30, 2023 – Goodness Growth Holdings, Inc. ("Goodness Growth" or the "Company") (CSE: GDNS; OTCQX: GDNSF), a cannabis company committed to providing safe access, quality products and great value to its customers, today announced that it has executed a fifth amendment to its lease with its lan

Goodness Growth Holdings Announces Departure of Chief Financial Officer

Exhibit 99.1 Goodness Growth Holdings Announces Departure of Chief Financial Officer MINNEAPOLIS – September 26, 2023 – Goodness Growth Holdings, Inc. ("Goodness Growth" or the "Company") (CSE: GDNS; OTCQX: GDNSF), today announced that the Company’s Chief Financial Officer, John Heller, will depart the Company effective September 30 to accept a new external opportunity. Interim Chief Executive Off

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 26, 2023 GOODNESS GROWTH HOLDINGS, INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of Incorporation) 000-56225 82-3

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 20, 2023 GOODNESS GROWTH HOLDINGS, INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of Incorporation) 000-56225 82-3

GOODNESS GROWTH HOLDINGS, INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273728 PROSPECTUS SUPPLEMENT NO. 2 (to prospectus dated August 10, 2023) GOODNESS GROWTH HOLDINGS, INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants This prospectus supplement is being filed to update and supplement the information

Goodness Growth Holdings Expands Maryland Retail Presence Through Consulting, Licensing and Wholesale Agreements with Two Additional Dispensaries – Agreements provide opportunity for improved revenue and cash flow generation in Maryland –

Exhibit 99.1 Goodness Growth Holdings Expands Maryland Retail Presence Through Consulting, Licensing and Wholesale Agreements with Two Additional Dispensaries – Agreements provide opportunity for improved revenue and cash flow generation in Maryland – MINNEAPOLIS – August 14, 2023 – Goodness Growth Holdings, Inc. ("Goodness Growth" or the "Company") (CSE: GDNS; OTCQX: GDNSF), a cannabis company co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2023 GOODNESS GROWTH H

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2023 GOODNESS GROWTH HOLDINGS, INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of Incorporation) 000-56225 82-3835

GOODNESS GROWTH HOLDINGS, INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273728 PROSPECTUS SUPPLEMENT NO. 1 (to prospectus dated August 10, 2023) GOODNESS GROWTH HOLDINGS, INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants This prospectus supplement is being filed to update and supplement the information

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56225 GOODNESS G

Goodness Growth Holdings Announces Voluntary Conversion of Super Voting Shares by its Executive Chairman

Exhibit 99.1 Goodness Growth Holdings Announces Voluntary Conversion of Super Voting Shares by its Executive Chairman MINNEAPOLIS – August 3, 2023 – Goodness Growth Holdings, Inc. ("Goodness Growth" or the "Company") (CSE: GDNS; OTCQX: GDNSF), a cannabis company committed to providing safe access, quality products and great value to its customers, today announced that its Executive Chairman, Dr. K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2023 GOODNESS GROWTH HOLDINGS, INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of Incorporation) 000-56225 82-383565

GOODNESS GROWTH HOLDINGS, INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-273728 PROSPECTUS GOODNESS GROWTH HOLDINGS, INC. 15,000,000 Subordinate Voting Shares Up to 80,670,773 Subordinate Voting Shares Underlying Notes Up to 6,250,000 Subordinate Voting Shares Underlying Warrants This prospectus relates to the resale by the selling security holders named in this prospectus (the “Selling S

GOODNESS GROWTH HOLDINGS, INC. 207 SOUTH 9TH STREET MINNEAPOLIS, MINNESOTA 55402 August 10, 2023

GOODNESS GROWTH HOLDINGS, INC. 207 SOUTH 9TH STREET MINNEAPOLIS, MINNESOTA 55402 August 10, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street NE Washington, D.C. 20549 Attn: Tim Buchmiller Re: Goodness Growth Holdings, Inc. Registration Statement on Form S-1 Filed August 4, 2023 File No. 333-273728 Ladies and Gentle

GDNSF / Goodness Growth Holdings Inc (Sub Voting) / Kingsley Kyle Eugene - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 GOODNESS GROWTH HOLDINGS, INC. (Name of Issuer) Subordinate Voting Shares (Title of Class of Securities) 38238W103 (CUSIP Number)

Sixth Amendment to Credit Agreement and First Amendment to Security Agreement, dated as of March 31, 2023, by and among Goodness Growth Holdings, Inc. and certain of its subsidiaries, the persons from time-to-time parties thereto as guarantors, the lenders party thereto, and Chicago Atlantic Advisers, LLC, as administrative agent and as collateral agent (incorporated by reference to Exhibit 10.45 to the our Registration Statement on Form S-1 filed August 4, 2023)

Exhibit 10.45 SIXTH AMENDMENT TO CREDIT AGREEMENT This SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made as of April 28, 2023 (the “Effective Date”), among GOODNESS GROWTH HOLDINGS, INC. (formerly known as Vireo Health International, Inc.), a British Columbia corporation (“Parent”), the other Borrowers (as defined in the hereinafter-defined Credit Agreement), the Lenders (as defined i

Form of Convertible Note dated April 28, 2023 (incorporated by reference to Exhibit 4.8 to our Registration Statement on Form S-1 filed on August 4, 2023)

Exhibit 4.8 UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS CONVERTIBLE NOTE MUST NOT TRADE THE CAPITAL STOCK OBTAINED HEREUNDER BEFORE [INSERT 4 MONTHS AND 1 DAY AFTER THE DATE HEREOF]. THIS CONVERTIBLE LOAN NOTE AND THE CAPITAL STOCK ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SEC

Form of Warrant Certificate dated April 28, 2023 (incorporated by reference to Exhibit 4.7 to our Registration Statement on Form S-1 filed on August 4, 2023)

Exhibit 4.7 WARRANT CERTIFICATE UNLESS PERMITTED UNDER APPLICABLE SECURITIES LEGISLATION IN CANADA, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE AUGUST 29, 2023. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS SECURITY, THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE

Amendment to the Articles of the Company as Effected on July 15, 2020

Exhibit 3.3 GOODNESS GROWTH HOLDINGS, INC. (FORMERLY, VIREO HEALTH INTERNATIONAL, INC.) (the "Company") AMENDMENT TO THE ARTICLES OF THE COMPANY AS EFFECTED ON JULY 15, 2020 Pursuant to section 42(2)(a)(iv) of the British Columbia Business Corporations Act, the following is an extract of a special resolution of the shareholders of the Company passed at the annual general and special meeting of the

Articles of Goodness Growth Holdings, Inc.

Exhibit 3.1 The Articles of the Company have been altered pursuant to resolution passed on March 8, 2019 and Notice of Alteration filed with BC Registry on March 18, 2019. VIREO HEALTH INTERNATIONAL, INC. DOMINION ENERGY INC. (the “Company”) GOODNESS GROWTH HOLDINGS, INC. Full name and signature Date of Signing /s/ Gunther Roehlig Gunther Roehlig, President December 9 , 2013 ARTICLES of GOODNESS G

Amendment to the Articles of the Company as Effected on July 15, 2020

Exhibit 3.2 GOODNESS GROWTH HOLDINGS, INC. (FORMERLY, VIREO HEALTH INTERNATIONAL, INC.) (the "Company") AMENDMENT TO THE ARTICLES OF THE COMPANY AS EFFECTED ON JULY 15, 2020 Pursuant to section 42(2)(a)(iv) of the British Columbia Business Corporations Act, the following is an extract of an ordinary resolution of the shareholders of the Company passed at the annual general and special meeting of t

As filed with the Securities and Exchange Commission on August 4, 2023.

Table of Contents As filed with the Securities and Exchange Commission on August 4, 2023.

Filing Fee Table

EXHIBIT 107 Calculation of Filing Fee Tables Form S-1 (Form Type) GOODNESS GROWTH HOLDINGS, INC.

Consulting Agreement, dated May 24, 2023, by and between Goodness Growth Holdings, Inc. and Grown Rogue Unlimited ULC (incorporated by reference to Exhibit 10.46 to our Registration Statement on Form S-1 filed August 4, 2023)

Exhibit 10.46 CONSULTING AGREEMENT This Consulting Agreement (“Agreement”) dated as of the 24th day of May, 2023 (the “Effective Date”), is between Goodness Growth Holdings, Inc., a British Columbia corporation having an address of 207 S. Ninth Street, Minneapolis, MN (the “Company”) and Grown Rogue Unlimited, LLC, an Oregon limited liability company having an address of 550 Airport Road, Medford,

GDNSF / Goodness Growth Holdings Inc (Sub Voting) / Chicago Atlantic Credit Opportunities, LLC - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Goodness Growth Holdings, Inc. (Name of Issuer) Subordinate Voting Shares (Title of Class of Securities) 38238W10

Joint Filing Agreement

Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Subordinate Voting Shares of Goodness Growth Holdings, Inc.

Form of 2023 Convertible Note

Exhibit 3 form of 2023 convertible note UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS CONVERTIBLE NOTE MUST NOT TRADE THE CAPITAL STOCK obtained hereunder BEFORE [Insert 4 months and 1 day after the Date HEREOF].

GDNSF / Goodness Growth Holdings Inc (Sub Voting) / Barnard Robert James Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) Goodness Growth Holdings, Inc. (Name of Issuer) Subordinate Voting Shares, a class of Common Stock (Title of Class of Securities) 38238W103 (CUSIP Number) April 28, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d

JOINT FILING AGREEMENT

EXHIBIT 1 – JOINT FILING AGREEMENT JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing with the other reporting person of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, of Goodness Growth Holdings, Inc.

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2023 GOODNESS GROWTH HOLDINGS, INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of Incorporation) 000-56225 82-3835655

Goodness Growth Holdings and Grown Rogue International Announce Strategic Advisory Agreement – Goodness Growth engages Grown Rogue to prioritize improved quality and productivity of its cultivation operations – – Agreement unites Grown Rogue’s cultiv

Exhibit 99.1 Goodness Growth Holdings and Grown Rogue International Announce Strategic Advisory Agreement – Goodness Growth engages Grown Rogue to prioritize improved quality and productivity of its cultivation operations – – Agreement unites Grown Rogue’s cultivation expertise with Goodness Growth’s footprint and commitment to its customers for accessible, quality cannabis products – MINNEAPOLIS,

Goodness Growth Holdings Announces First Quarter 2023 Results – Q1 revenue of $19.1 million increased 22.1% YoY and 30.5% excluding discontinued operations – – Cost controls and operational improvements drive second consecutive quarter of positive in

Exhibit 99.1 Goodness Growth Holdings Announces First Quarter 2023 Results – Q1 revenue of $19.1 million increased 22.1% YoY and 30.5% excluding discontinued operations – – Cost controls and operational improvements drive second consecutive quarter of positive income from operations – MINNEAPOLIS – May 15, 2023 – Goodness Growth Holdings, Inc. ("Goodness Growth" or the "Company") (CSE: GDNS; OTCQX

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2023 GOODNESS GROWTH HOLDINGS, INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of Incorporation) 000-56225 82-3835655

Form of 2023 Warrant

EXHBIT 4.7 WARRANT CERTIFICATE UNLESS PERMITTED UNDER APPLICABLE SECURITIES LEGISLATION IN CANADA, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [Insert 4 months and 1 day after the Original Issuance Date]. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS SECURITY, THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR ANY STATE SECURITIES LAWS AND MAY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56225 GOODNESS

Fifth Amendment to Credit Agreement and First Amendment to Security Agreement, dated as of March 31, 2023, by and among Goodness Growth Holdings, Inc. and certain of its subsidiaries, the persons from time-to-time parties thereto as guarantors, the lenders party thereto, and Chicago Atlantic Advisers, LLC, as administrative agent and as collateral agent (incorporated by reference to Exhibit 10.45 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2023)

EX-10.45 3 gdnsf-20230331xex10d45.htm EX-10.45 EXHIBIT 10.45 FIFTH AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO SECURITY AGREEMENT This FIFTH AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO SECURITY AGREEMENT (this “Amendment”) is made as of March 31, 2023 (the “Effective Date”), among GOODNESS GROWTH HOLDINGS, INC. (formerly known as Vireo Health International, Inc.), a British Colum

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2023 GOODNESS GROWTH HO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2023 GOODNESS GROWTH HOLDINGS, INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of Incorporation) 000-56225 82-38356

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to . Commission file number 000

Goodness Growth Holdings Announces Fourth Quarter and Full Year 2022 Results – 2022 revenue of $74.6 million increased 37.1% YOY and 57.8% excluding discontinued operations – – Q4 revenue of $19.0 million increased 39.4% YoY and 55.8% excluding disco

Exhibit 99.1 Goodness Growth Holdings Announces Fourth Quarter and Full Year 2022 Results – 2022 revenue of $74.6 million increased 37.1% YOY and 57.8% excluding discontinued operations – – Q4 revenue of $19.0 million increased 39.4% YoY and 55.8% excluding discontinued operations – – Company amends credit facility with Green Ivy to remove amortization schedule and extend maturity date – MINNEAPOL

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2023 GOODNESS GROWTH HOLDINGS, INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of Incorporation) 000-56225 82-38356

Second Amendment to Employment Agreement, effective December 14, 2022, by and among Goodness Growth Holdings, Inc., Vireo Health, Inc. and Patrick Peters

EXHIBIT 10.37 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT This Second Amendment to Employment Agreement (“Second Amendment”) is made effective as of December 14, 2022 (“Effective Date”) by and among Goodness Growth Holdings, Inc., a British Columbia corporation (“Parent”), Vireo Health, Inc., a Delaware corporation (the “Employer”) and John Heller, an individual residing in the State of Minnesota (“E

List of Subsidiaries of Goodness Growth Holdings, Inc.

Exhibit 21.1 SUBSIDIARIES Subsidiary State of Organization 1776 Hemp, LLC Delaware EHF Cultivation Management, LLC Arizona Elephant Head Farm, LLC Arizona MaryMed, LLC dba Green Goods Maryland Mayflower Botanicals Inc. Massachusetts, but converted to For Profit 11/16/2018 MJ Distributing C201, LLC Nevada MJ Distributing P132, LLC Nevada Resurgent Biosciences, Inc. (fka Resurgent Pharmaceuticals, I

Second Amendment to Employment Agreement, effective December 14, 2022, by and among Goodness Growth Holdings, Inc., Vireo Health, Inc., and Kyle Kingsley (incorporated by reference to Exhibit 10.35 to the our Annual Report on Form 10-K filed March 31, 2023)

EXHIBIT 10.35 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT This Second Amendment to Employment Agreement (“Second Amendment”) is made effective as of December 14, 2022 (“Effective Date”) by and among Goodness Growth Holdings, Inc., a British Columbia corporation (“Parent”), Vireo Health, Inc., a Delaware corporation (the “Employer”) and Kyle Kingsley, an individual residing in the State of Minnesota (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to . Commission file number 000-5

Fourth Amendment to Credit Agreement, dated March 2, 2022, by and among Goodness Growth Holdings, Inc., and certain of its subsidiaries, the persons from time-to-time party thereto as guarantors, the lenders party thereto, and Chicago Atlantic Advisers, LLC as administrative and collateral agent (incorporated by reference to Exhibit 10.38 to our Annual Report on Form 10-K filed March 15, 2022)

EXHIBIT 10.38 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT This Second Amendment to Employment Agreement (“Second Amendment”) is made effective as of December 14, 2022 (“Effective Date”) by and among Goodness Growth Holdings, Inc., a British Columbia corporation (“Parent”), Vireo Health, Inc., a Delaware corporation (the “Employer”) and J. Michael Schroeder, an individual residing in the State of Flor

Second Amendment to Employment Agreement, effective December 14, 2022, by and among Goodness Growth Holdings, Inc., Vireo Health, Inc., and John Heller (incorporated by reference to Exhibit 10.36 to Annual Report on Form 10-K filed March 31, 2023)

EXHIBIT 10.36 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT This Second Amendment to Employment Agreement (“Second Amendment”) is made effective as of December 14, 2022 (“Effective Date”) by and among Goodness Growth Holdings, Inc., a British Columbia corporation (“Parent”), Vireo Health, Inc., a Delaware corporation (the “Employer”) and John Heller, an individual residing in the State of Minnesota (“E

Second Amendment to Employment Agreement, effective December 14, 2022, by and among Goodness Growth Holdings, Inc., Vireo Health, Inc. and Amber Shimpa (incorporated by reference to Exhibit 10.39 to the our Annual Report on Form 10-K filed March 31, 2023)

EXHIBIT 10.39 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT This Second Amendment to Employment Agreement (“Second Amendment”) is made effective as of December 14, 2022 (“Effective Date”) by and among Goodness Growth Holdings, Inc., a British Columbia corporation (“Parent”), Vireo Health, Inc., a Delaware corporation (the “Employer”) and Amber Shimpa, an individual residing in the State of Minnesota (“

Fourth Amendment to Lease Agreement, dated February 24, 2023, by and between IIP-NY 2 LLC and Vireo Health of New York, LLC (incorporated by reference to Exhibit 10.44 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2022)

EXHIBIT 10.44 FOURTH AMENDMENT TO LEASE AGREEMENT THIS FOURTH AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is entered into as of February 24, 2023 (the “Amendment Effective Date”), by and between IIP-NY 2 LLC, a Delaware limited liability company (“Landlord”), and Vireo Health of New York, LLC, a New York limited liability company (“Tenant”). RECITALS A.WHEREAS, Landlord and Tenant are parties

Fifth Amendment to Lease Agreement between IIP-MN 1 LLC and Minnesota Medical Solutions, LLC, dated February 24, 2023 (incorporated by reference to Exhibit 10.43 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2022)

EXHIBIT 10.43 FIFTH AMENDMENT TO LEASE AGREEMENT THIS FIFTH AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is entered into effective as of the 24th day of February 2023 (the “Amendment Effective Date”), by and between IIP-MN 1 LLC, a Delaware limited liability company (“Landlord”), and Vireo Health of Minnesota, LLC, a Minnesota limited liability company (f/k/a Minnesota Medical Solutions, LLC (“

Goodness Growth Holdings Announces Management Reorganization – Josh Rosen promoted to role of Interim Chief Executive Officer – – Company Founder, Dr. Kyle Kingsley, to assume role of Executive Chairman – – Decentralized state market teams designed t

EX-99.1 5 tm237268d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Goodness Growth Holdings Announces Management Reorganization – Josh Rosen promoted to role of Interim Chief Executive Officer – – Company Founder, Dr. Kyle Kingsley, to assume role of Executive Chairman – – Decentralized state market teams designed to improve operating and financial performance – MINNEAPOLIS, MN – February 14, 2023 – Goodnes

Third Amendment to Employment Agreement among Goodness Growth Holdings, Vireo Health, Inc. and Kyle Kingsley, effectve February 12, 2023 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed February 17, 2023)

Exhibit 10.1 THIRD AMENDMENT TO EMPLOYMENT AGREEMENT This Third Amendment to Employment Agreement (“Third Amendment”) is made effective as of February 12, 2023 (“Effective Date”) by and among Goodness Growth Holdings, Inc., a British Columbia corporation (“Parent”), Vireo Health, Inc., a Delaware corporation (the “Employer”) and Kyle Kingsley, an individual residing in the State of Minnesota (“Emp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2023 GOODNESS GROWTH

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2023 GOODNESS GROWTH HOLDINGS, INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of Incorporation) 000-56225 82-38

Third Amendment to Employment Agreement, effective February 12, 2023, by and among Goodness Growth Holdings, Inc., Vireo Health, Inc. and Amber Shimpa (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed February 17, 2023)

EX-10.3 4 tm237268d1ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 THIRD AMENDMENT TO EMPLOYMENT AGREEMENT This Third Amendment to Employment Agreement (“Third Amendment”) is made effective as of February 12, 2023 (“Effective Date”) by and among Goodness Growth Holdings, Inc., a British Columbia corporation (“Parent”), Vireo Health, Inc., a Delaware corporation (the “Employer”) and Amber Shimpa, an individu

First Amendment to Employment Agreement, effective February 12, 2023, by and among Goodness Growth Holdings, Inc., Vireo Health, Inc. and Joshua Rosen (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed February 17, 2023)

EX-10.2 3 tm237268d1ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This First Amendment to Employment Agreement (“First Amendment”) is made effective as of February 12, 2023 (“Effective Date”) by and among Goodness Growth Holdings, Inc., a British Columbia corporation (“Parent”), Vireo Health, Inc., a Delaware corporation (the “Employer”) and Joshua Rosen, an individu

GDNSF / GOODNESS GROWTH HLDGS INC / Cowen Financial Products LLC - COWEN FINANCIAL PRODUCTS LLC Passive Investment

SC 13G/A 1 vreofa212523.htm COWEN FINANCIAL PRODUCTS LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Vireo Health International Inc. (Name of Issuer) common stock (Title of Class of Securities) 92767a107 (CUSIP Number) December 30, 2022 (Date of Event which Requires Filing of this Statement) Check