Vireo Growth Completes Acquisition of Hawthorne Gardening Company

MINNEAPOLIS – Vireo Growth Inc. announced it has closed acquisition of The Hawthorne Gardening Company from The Scotts Miracle-Gro Company, marking the completion of a deal first outlined in a nonbinding memorandum of understanding in January.

Under the terms, Vireo issued 213 million subordinate voting shares and warrants to purchase another 80 million shares at $0.85 each over five years to Good Dog Holdings LLC, a newly formed legal entity created specifically to hold and manage the equity stake that Scotts Miracle-Gro receives in connection with the sale of The Hawthorne Gardening Company to Vireo Growth. In return, the Minneapolis-based Cannabis operator gained roughly $35 million in cash held by Hawthorne, about $58 million in net working capital and $20 million in inventory, mainly growing media, to be delivered over the next two years. The move brings the company’s combined cash and net working capital to approximately $110 million.

Hawthorne serves as a major supplier of nutrients, lighting and other inputs for indoor and hydroponic gardening across North America, with a customer base that includes many commercial Cannabis cultivators. The transaction gives Vireo direct control over a key part of its supply chain at a time when MSOs continue to seek cost efficiencies and new revenue channels. Vireo, which operates dispensaries and cultivation facilities in multiple states, has pursued several acquisitions in recent months as it works to scale operations.

The deal carries no cash payment from Vireo and leaves the company with added liquidity. Good Dog’s stake equals about 14% of Vireo’s shares outstanding, based on the April 7 closing price of $0.393 on the Canadian Securities Exchange. Full exercise of the warrants would raise that holding to roughly 19%. Vireo also nominated Chris Hagedorn, executive vice president of Scotts Miracle-Gro and the former executive lead of Hawthorne, for a seat on its board. Shareholders will vote on the nomination at the annual meeting scheduled for May 29.

The companies first signaled the transaction in late January, with an update in late March that set expectations for a second-quarter close. Vireo’s latest quarterly results had already highlighted progress from prior deals, including revenue growth of 170% over the trailing 12 months, even as its shares traded down 35% year-to-date before the announcement.

In a statement accompanying the closing, the company described the acquisition as one that “further strengthens the Vireo balance sheet and creates a procurement platform to optimize supply chain management.”

The transaction reflects a practical shift toward greater self-reliance in cultivation inputs. By folding in a established supplier rather than building comparable capacity from scratch, Vireo gains immediate scale in a segment where margins matter. The equity link to Scotts Miracle-Gro also preserves a channel for ongoing collaboration without leaving the larger company exposed to direct Cannabis operations. Market conditions remain fluid, but moves like this suggest operators are focusing on operational integration and balance-sheet discipline as federal and state policies continue to take shape.