Vireo Bets $20 Million on Six Unopened Pennsylvania Stores

Vireo Growth Inc. closed a $20 million buy of a dark Pennsylvania medical marijuana permit on July 17, 2026, with Hive Holdings through Vive Penn. FarmX, doing business as PhytoNatural, holds a non-operational retail permit that can cover up to six medical dispensaries if state regulators let the shops open.

Vive paid $8 million in cash at closing. The other $12 million is about 645,161 Vireo subordinate voting shares, priced at $18.60, that do not get issued until two years after closing.

Vireo Closed FarmX on July 17

The Minneapolis company signed a securities purchase agreement for FarmX on July 2, 2026, jointly with Vive Penn, LLC, a joint venture between Vireo and Hive Holdings, Inc. Fifteen days later, Vireo said it had completed the purchase of all FarmX membership interests.

That close bought the company, not a row of open doors. The permit still sat idle, and Vireo said the six stores remain subject to applicable regulatory approvals. Chief Executive Officer John Mazarakis, a former Chicago Atlantic Group partner who now also serves as co-executive chairman, said the company was already evaluating sites for the Vive stores.

On August 13, 2026, almost a month after the FarmX close, Vireo still described “current operations in 10 states and more than 170 dispensaries nationwide.” Pennsylvania is the 11th-state flag in the July headline, and it had not yet joined that operating count. Vireo kept buying elsewhere, including a Nevada dispensary it said it closed on September 21, 2026, while the Pennsylvania rooms stayed on paper.

An $8 Million Check and a Two-Year IOU

The price is simple on its face and odd in its timing. Vive wrote the cash check. Vireo is on the hook for a fixed share count, not a floating dollar amount, and that paper waits until July 17, 2028.

THE PHYTONATURAL PAYMENT

At $18.60, those 645,161 shares equal $11,999,994.60, which is the $12 million stock leg. 60 percent of the stated price is paper that does not print for two years, and the share count is fixed, so Vireo’s dilution on this stub is capped even if the stock later trades higher.

Against 48,517,509 subordinate voting shares outstanding on August 13, 2026, the FarmX print is about 1.3 percent. That is a small chip next to Vireo’s wider habit of paying for stores in stock, and it is also why the Pennsylvania stub is easy to miss inside the roll-up.

Hive Holdings Already Runs Pennsylvania Shops

Vireo did not walk into Pennsylvania alone. Hive already operates medical stores in the state, and Vive Penn is the vehicle that lets a local retailer and a public-market buyer split a scarce permit.

Hive’s own map lists Hive shops in Williamsport and State College, plus Shamokin Dam, with an Ohio shop in New Paris. On December 31, 2025, Hive also closed a cash sale of Fluent’s Pennsylvania operations, three retail locations in Hanover, Mechanicsburg, and Annville, for $12.5 million.

HIVE’S PENNSYLVANIA FOOTPRINT

• Williamsport: Hive lists 1490 High Street, open 9 a.m. to 9 p.m. every day.
• Shamokin Dam: 2625 N. Susquehanna Trail, with a drive-thru on Hive’s location page.
• State College: 1612 N. Atherton Street, another full-week Hive shop.
• Fluent trio: Hanover, Mechanicsburg, and Annville, bought for $12.5 million in cash on December 31, 2025.
• Vive Penn add-on: up to six more medical stores on the PhytoNatural permit, still unopened.

Fluent’s three open shops went for $12.5 million in cash. PhytoNatural’s six authorized locations went for $20 million, mostly in delayed Vireo stock, and they have not served a patient. Vireo has not said how Vive Penn splits cash, control, or future rent between the two partners, so Hive’s exact take on the new permit is not public.

438,727 Active Certifications, Then a Dip

Mazarakis sold Pennsylvania as a medical market “approaching approximately 450,000 registered patients.” Figures the Pennsylvania Department of Health presented to the Medical Marijuana Advisory Board put active patient certifications at 438,727 as of the June 2026 update, with 196 operational dispensaries and 1,937 approved practitioners.

That patient line is not still climbing. Active certifications stood at 441,530 on June 1, 2025, and at a peak of 446,480 in April 2025, so the June 2026 print sits 7,753 below that peak. The board figures show a 2,803 drop, about 0.6 percent, over those 12 months, while operational dispensaries rose by three, or 1.6 percent, and approved practitioners rose by 32, or 1.7 percent.

PENNSYLVANIA PROGRAM METRICS

The Pennsylvania Medical Marijuana Program dates to the Medical Marijuana Act signed April 17, 2016, and it still covers 24 qualifying serious medical conditions. Program-to-date patient registrations, everyone who has ever signed up, reached 1,129,606 in the June 2026 update, a much larger pile than the people with an active certification.

Six new stores would join 196 shops that are already open, in a medical-only market whose active-patient line has stalled. Limited permits still have a price. Growth in the waiting room does not.

What Six Unopened Pennsylvania Dispensaries Are Worth

A finished $20 million membership buy still leaves Vive Penn with no Pennsylvania sales until the health department lets those six sites open, and until Hive and Vireo actually build them. The permit is the scarce object. The cash flow is not here yet.

Each new shop would be one more medical counter in a state that still does not allow adult-use sales. Vireo’s own July 2 release lists “risks related to the timing and content of adult-use legislation” among the things that could change results, which is a polite way of saying Harrisburg is part of the bet and not part of the closing documents.

WHAT WE KNOW

• The LLC: Vireo said on July 17, 2026, that it had completed the FarmX membership-interest buy with Vive Penn.
• The permit: PhytoNatural’s retail permit is non-operational and, with approvals, authorizes up to six medical dispensaries.
• The cash: Vive paid $8 million at closing; Vireo’s 645,161 shares wait until July 17, 2028, at a deemed $18.60.

WHAT IS UNCONFIRMED

• Opening dates: Vireo has not named cities, leases, or a calendar for the six stores.
• Vive split: The companies have not disclosed who owns what inside Vive Penn, or who funds build-out after the $8 million close.
• Adult-use conversion: No enacted adult-use law sits in the deal, so any rec overlay is still political, not contractual.

Site work is the quiet half of the wager. Mazarakis said Vireo was evaluating locations, and that sentence is doing a lot of labor, because a permit with no addresses is still a permit you cannot ring up.

Paper That Does Not Print Until 2028

Pennsylvania is an attractive medical market, approaching approximately 450,000 registered patients in the fifth most populous state in the country. This transaction, in partnership with Vive, provides Vireo with an entry into Pennsylvania through the ability to operate up to six medical dispensaries. We are evaluating sites for the Vive retail stores, and we believe we are well-positioned to build a meaningful presence in one of the country’s leading limited-license cannabis markets.

John Mazarakis, Chief Executive Officer, Vireo Growth Inc., July 2, 2026 release

The stock leg is the other half of that speech. Sellers of a idle permit agreed to take 645,161 Vireo shares at $18.60 and to wait two years to receive them. If those shares are worth more in 2028, the sellers won the delay. If they are worth less, Vireo bought Pennsylvania with cheaper paper than the press release implies, and the sellers ate the gap.

THE 2028 SHARE PRINT

• Deemed price: $18.60 a share on 645,161 subordinate voting shares, equal to $12 million.
• Issue date: two years after the July 17, 2026 close, which is July 17, 2028.
• Buyback cap: Vireo’s automatic repurchase plan capped at $18.75 under a program that may buy up to 2,426,872 shares from August 17, 2026, through August 17, 2027.
• Management line: Mazarakis said on August 13, 2026, that “our current market valuation does not fully reflect the strength of our business,” which is why the $18.60 print and the $18.75 buyback ceiling sit in the same band.

Vireo is paying for a lot of its map in stock, and the loud argument around the company is whether that habit is discipline or dilution. This Pennsylvania stub is the tidy version of the habit: a fixed share count, a two-year wait, and an $8 million cash outlay carried by a joint venture whose local partner already knows the state’s medical counters.

The membership interests are Vireo’s. The six stores are not open. The 645,161 shares are not issued. Until those three facts change, the $20 million Pennsylvania entry is still a wager on a permit, a partner, and a price someone agreed to wait two years to collect.

Disclaimer: This article is news reporting and analysis of a completed cannabis-company transaction and related Pennsylvania medical-marijuana program figures, and it is for information only. It is not investment advice, a solicitation to buy or sell Vireo Growth shares or any other security, and it is not legal advice about permit transfers, joint ventures, or state cannabis rules. Readers who are considering any investment, licensing, or medical-cannabis decision should consult a licensed financial adviser, a securities attorney, or a qualified cannabis-regulatory lawyer before acting. Deal terms, share counts, patient totals, and permit statuses are those published by the companies and by the Pennsylvania Department of Health as of the dates named above and may change as approvals, openings, and later filings arrive.