Vireo Growth Signed Put-Call Agreement on Loan Note
The agreement allows Vireo to settle an $18 million loan note through share issuance over the next three years.
Updated on Sept. 29, 2026 in Corporate Finance
Vireo Growth Inc. has entered into a put-call agreement with Battle Green Holdings SR LLC covering a loan note with a principal amount of $18,096,028. This deal provides mechanisms for either party to settle the debt through subordinate voting shares.
Why it matters
This agreement provides Vireo with flexibility in managing its capital structure by allowing the debt to be satisfied with equity rather than liquid cash. It establishes clear price floors and ceilings for potential conversions during the three-year term of the arrangement.
The note carries a principal of $18,096,028, with the agreement setting a Put Right exercise price of $19.50 per share and a Call Right price of $18.60 per share. Vireo may issue a maximum of 972,905 shares to satisfy the obligations under this three-year contract.
The players
Vireo Growth Inc.
A cannabis operator with 170 dispensaries across 10 states that manages cultivation and retail assets.
Battle Green Holdings SR LLC.
An investment entity serving as the counterparty and Note Holder in this debt restructuring agreement.
The details
Under the agreement, the Put Right enables the Note Holder to force Vireo to acquire the note, while the Call Right grants Vireo the option to purchase the note outright. Should the rights be exercised, the company can issue subordinate voting shares to finalize the transaction. Additionally, any accrued interest on the note can be settled using either cash or Vireo shares, giving the company options to manage its cash flow while operating its 170 dispensaries across 10 states.
Timeline
Vireo announced the agreement on September 29, 2026.
The agreement governs the loan note for a three-year term.
Market Landscape
The transaction follows the pattern of debt-for-equity conversion mechanisms commonly used by growth-stage companies to preserve liquidity. It operates within the standard framework of material debt agreements governed by SEC disclosure requirements.
Operators should monitor how this use of equity to settle debt affects the company's dilution profile and overall valuation. Management of interest payments via shares rather than cash is a strategic signal to track in future quarterly liquidity reports.
The takeaway
This agreement illustrates how debt-heavy operators can use structured conversion rights to maintain operational cash while servicing obligations. Executives should monitor the trailing 30-day volume weighted average price, as it will dictate the terms of the maturity call right.
Further reading
For more on how companies manage debt, explore the Corporate Finance section.
