| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Subordinate Voting Shares |
| (b) | Name of Issuer:
Vireo Growth Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
207 South 9th Street, Minneapolis,
MINNESOTA
, 55402. |
| Item 2. | Identity and Background |
|
| (a) | This statement is filed by (i) Keith Capurro; (ii) Ryan Breeden; and (iii) KCRB LLC ("KCRB"). Mr. Capurro, Mr. Breeden and KCRB are referred to collectively as the "Reporting Persons." Mr. Capurro owns 65.7% of the ownership interests of KCRB and Mr. Breeden owns 34.3% of the ownership interests of KCRB. |
| (b) | The address of Mr. Capurro is 2542 Meraki, Reno, NV 89509. The address of Mr. Breeden is 1813 South 9th Street, Las Vegas, NV 89509. The address of KCRB is 2542 Meraki, Reno, NV 89509. |
| (c) | Mr. Capurro is Manager and a Member of Deep Roots Holdings, Inc., a wholly-owned subsidiary of Vireo Growth Inc. (the "Issuer"). Mr. Breeden is Chief Revenue Officer of Deep Roots Holdings. KCRB is an LLC organized for the purpose of holding subordinate voting shares of the Issuer. |
| (d) | None of Mr. Capurro, Mr. Breeden or KCRB has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the past five years. |
| (e) | During the past five years, none of Mr. Capurro, Mr. Breeden or KCRB has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | KCRB is formed under the laws of Nevada. Mr. Capurro and Mr. Breeden are citizens of the United States of America. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | On June 6, 2025 (the "Closing Date"), the Issuer completed its previously announced acquisition of Deep Roots Holdings, Inc. (the "Merger"). In connection with the Merger, Deep Roots Holdings, Inc. became a wholly-owned subsidiary of the Issuer. In connection with the Merger, the Reporting Persons acquired the subordinate voting shares of the Issuer described herein as consideration for common stock of Deep Roots Holdings, Inc. held by the Reporting Persons. |
| Item 4. | Purpose of Transaction |
| | The purpose of this filing is to report the acquisition of beneficial ownership by the Reporting Persons of an aggregate of 61,093,465 subordinate voting shares of the Issuer.
Mr. Capurro and Mr. Breeden are the Manager and Chief Revenue Officer, respectively, of Deep Roots Holdings, Inc., a wholly-owned subsidiary of the Issuer. As such, they participate in the management of the Issuer. The Reporting Persons may from time to time develop plans respecting, or propose changes in, the management, composition of the board of directors, operations, capital structure or business of the Issuer. Depending upon market conditions and other factors that the Reporting Persons deem material, they may purchase additional subordinate voting shares or other securities of the Issuer in the open market, private transactions or from the Issuer, or may dispose of all or a portion of the subordinate voting shares or other securities of the Issuer that they now own or may hereafter acquire. Except as described above, the Reporting Persons do not have any present plans or proposals that relate to, or that would result in, any of the events described in paragraphs (a) to (j) of the instructions to Item 4 of Schedule 13D. The Reporting Persons reserve the right to formulate plans or make proposals, and to take any actions with respect to their investments in the Issuer, including any or all of the actions described in paragraphs (a) to (j) of the instructions to Item 4 of Schedule 13D. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | See the information on the cover pages of this Schedule 13D, which is incorporated by reference herein. |
| (b) | See the information on the cover pages of this Schedule 13D, which is incorporated by reference herein. |
| (c) | The Reporting Persons have not effected any transactions in the subordinate voting shares of the Issuer during the past 60 days, other than as described in Item 4 of this Schedule 13D. |
| (d) | The Reporting Persons have the right to receive distributions from, and the proceeds from the sale of, the subordinate voting shares reported by the Reporting Persons on the cover pages of the Schedule 13D and in this Item 5. Except for the foregoing, no other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of distributions from, or the proceeds from the sale of, the subordinate voting shares beneficially owned by the Reporting Persons. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | Other than as described in this Statement, to the knowledge of the Reporting Persons, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or between the Reporting Persons and any other persons with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. |
