Vireo Growth Completes Acquisition of Hawthorne From Scotts Miracle-Gro
The transaction further strengthens the company’s balance sheet
– MINNEAPOLIS, April 8, 2026 – Vireo Growth Inc. announced that it has completed the acquisition of The Hawthorne Gardening Co. LLC, a leading provider of nutrients, lighting and other materials used for indoor and hydroponic gardening in North America, from The Scotts Miracle-Gro Co.
As a result of the Hawthorne transaction, Vireo acquired US$35 million of cash held by Hawthorne, approximately US$58 million of net working capital, and US$20 million of inventory (primarily growing media) to be supplied to the company over two years, in exchange for the issuance to Good Dog Holdings LLC of 213 million subordinate voting shares of the company and a warrant to purchase 80 million shares (the “warrants,” and, together with the shares, the “securities”) at an exercise price of US$0.85 per share, exercisable for a period of five years from the date of issuance.
In connection with the transaction, Vireo has nominated Chris Hagedorn, executive vice president of Scotts Miracle-Gro and executive lead of the Hawthorne business, for election to its board of directors at the company’s annual general and special meeting of shareholders to be held on May 29, 2026.
“The acquisition of Hawthorne further strengthens the Vireo balance sheet and creates a procurement platform to optimize supply chain management and drive cost efficiency across our portfolio,” Vireo Growth CEO John Mazarakis said. “We are pleased to partner with Scotts Miracle-Gro on a transaction that contributes approximately US$110 million of cash and net working capital to the company and welcome the opportunity to maximize the value and operational contribution of the Hawthorne business.”
“Vireo has demonstrated a clear ability to integrate and operate complex businesses effectively,” Hagedorn said. “Hawthorne fits naturally within Vireo’s platform, and I’m excited to work alongside the team to help unlock its full potential.”
The securities described above have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or any U.S. state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and applicable U.S. state securities laws.
Early Warning Disclosure
Immediately prior to the Hawthorne transaction, Good Dog did not beneficially own, directly or indirectly, or exercise control or direction over, any shares or securities convertible into or exercisable for shares.
After giving effect to the Hawthorne transaction, Good Dog acquired 213 million shares, representing approximately 14% of Vireo and having a market value of US$83.7 million and C$117.2 million based on the closing price of the shares on the Canadian Securities Exchange (CSE) of US$0.393 on April 7, 2026, and 80 million warrants.
In the event Good Dog were to exercise all of its warrants, such exercise would result in Good Dog owning up to an additional 80 million shares, and Good Dog’s aggregate interest in Vireo on would be approximately 19%, with a market value of US$115.1 million and C$161.2 million based on the closing price of the shares on the CSE of US$0.393 on April 7, 2026.
Good Dog acquired the shares for investment purposes. Good Dog has a long-term view of the investment and may acquire additional securities of Vireo, including on the open market or through private acquisitions, or sell securities of Vireo, including on the open market or through private dispositions, in the future, subject to resale restrictions, market conditions, reformulation of plans and/or other relevant factors.
Further to the requirements of National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, Good Dog will file an early warning report in connection with its participation in the Hawthorne transaction. A copy of Good Dog’s early warning report will appear on Vireo’s profile on SEDAR+ and may also be obtained directly upon request by calling Good Dog’s office at (917) 370-827 (2 East 70th Street, New York, NY, USA, 10021).
