Sec Form 4 Filing - Chicago Atlantic Opportunity Portfolio, LP @ Vireo Growth Inc. - 2024-04-30

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Chicago Atlantic Opportunity Portfolio, LP 2. Issuer Name and Ticker or Trading Symbol Vireo Growth Inc. [ VREO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 420 NORTH WABASH AVENUE,, SUITE 500 3. Date of Earliest Transaction (MM/DD/YY) 04/30/2024 (Street) CHICAGO, IL60611 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Subordinate Voting Shares 04/30/2024 P 113,267 A $ 0.16 78,235,646 D Subordinate Voting Shares 05/20/2024 P 84,141 A $ 0.16 78,319,787 D Subordinate Voting Shares 32,589,668 ( 1 ) I See Footnote ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrants (right to buy) $ 2.53 ( 3 ) 04/30/2024 P 164,698 03/25/2021 03/25/2026 Subordinate Voting Shares 164,698 $ 0 690,696 D Warrants (right to buy) $ 2.53 ( 3 ) 05/20/2024 P 143,938 03/25/2021 03/25/2026 Subordinate Voting Shares 143,938 $ 0 834,634 D Warrants (right to buy) $ 2.53 ( 3 ) 03/25/2021 03/25/2026 Subordinate Voting Shares 670,620 670,620 I See Footnote ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Chicago Atlantic Opportunity Portfolio, LP 420 NORTH WABASH AVENUE, SUITE 500 CHICAGO, IL60611 X Chicago Atlantic Advisers, LLC 420 NORTH WABASH AVENUE SUITE 500 CHICAGO, IL60611 X Chicago Atlantic Group GP, LLC 420 N WABASH AVE STE 500 CHICAGO, IL60611 X Chicago Atlantic Group, LP 420 N WABASH AVE STE 500 CHICAGO, IL60611 X Chicago Atlantic GP Holdings, LLC 420 N WABASH AVE STE 500 CHICAGO, IL60611 X Chicago Atlantic Manager, LLC 420 N WABASH AVE STE 500 CHICAGO, IL60611 X Chicago Atlantic Opportunity GP, LLC 420 NORTH WABASH AVENUE SUITE 500 CHICAGO, IL60611 X Signatures /s/ Peter Sack, Authorized Person for all Filers 04/18/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The indirect holdings reflect a reduction of 15,834,993 Subordinate Voting Shares that had previously been erroneously reported by the reporting persons as acquired through the conversion of convertible notes in a Form 4 filed August 2, 2024; in fact, such shares were not beneficially owned by the reporting persons. ( 2 )Chicago Atlantic Group GP, LLC is the general partner of Chicago Atlantic Group, LP ("CAG") which is the managing member of Chicago Atlantic Advisers, LLC which is the investment manager of Chicago Atlantic Opportunity Portfolio, LP ("CAOP"). Chicago Atlantic GP Holdings, LLC ("CAGPH") is the managing member of Chicago Atlantic Manager, LLC. CAGPH is also the sole member of Chicago Atlantic Opportunity GP, LLC which is the general partner of CAOP. The shares reported as indirectly held by CAOP are held directly by other CAG affiliates that are not reporting persons, but over whom various reporting persons may be deemed to exercise indirect beneficial ownership. Chicago Atlantic Credit Opportunities, LLC is no longer a reporting person with respect to the issuer's securities. The address for all reporting persons is set forth in Box 1. The reporting persons disclaim beneficial ownership of all reported securities except to the extent of their pecuniary interest therein, if any. ( 3 )The conversion price is CAD$3.50. The reported conversion price has been translated to U.S. dollars using online information on April 17, 2025. ( 4 )The warrants reported as indirectly owned are owned directly by a non-filing person over whom CAGGP and CAG may be deemed to exercise indirect beneficial ownership. The reporting persons disclaim beneficial ownership of all reported securities except to the extent of their pecuniary interest therein, if any.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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