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🇺🇸🌿 The Twelve Days Of Vireo Acquisitions

GM Everyone,

Have a happy holidays.

💸 The Tape

Massachusetts cannabis just cleared an unexpected hurdle—but not the kind the industry was hoping for.

State officials confirmed this week that a prohibition-leaning ballot initiative has gathered enough valid signatures to land squarely in the Legislature’s lap, reopening a debate many thought was settled back in 2016. The proposal, optimistically titled “An Act to Restore a Sensible Marijuana Policy,” now heads to Beacon Hill after election officials certified more than 78,000 signatures, comfortably above the required threshold.

The measure doesn’t go full prohibition. Adults 21 and over would still be allowed to possess and gift up to an ounce of cannabis. But commercial sales? Gone. Home cultivation? Also gone. In other words: you can keep marijuana, just not the legal infrastructure that actually supplies it.

Lawmakers will take up the proposal when the 2026 session begins in January and have until early May to act. If they pass it, the issue dies quietly. If they don’t, the campaign gets a second bite at the apple—another signature round that could send the question to voters in November.

The path here hasn’t been exactly smooth. Critics allege misleading signature-gathering tactics, including claims that paid petitioners misrepresented what the initiative would do. The attorney general’s office has acknowledged receiving complaints, while industry groups have urged voters to stay alert. The campaign, for its part, denies wrongdoing and says the process was above board.

Meanwhile, state regulators are already waving a caution flag. Rolling back legal sales could punch a hole in tax revenues that currently fund substance-use treatment and other public programs—no small issue in a state that’s recorded over $8 billion in legal cannabis sales since launch.

The timing is also awkward. The Legislature has been moving in the opposite direction, advancing bills to expand possession limits, modernize regulations, and finalize rules for social consumption lounges.

Massachusetts voters legalized cannabis once. The question now isn’t whether the issue is settled—it’s how many times the state plans to re-litigate it.

📈 Dog Walkers

With the acquisition of Eaze, Vireo isn’t simply adding stores—it’s plugging directly into two of the most consequential cannabis markets in the U.S.: California and Florida, while bulking up an already sizable Colorado footprint. The headline number—65 active retail locations and more than 12 million completed deliveries—is less about nostalgia for Eaze’s early delivery days and more about infrastructure that already works at scale.

Strategically, the deal does three things at once. First, it gives Vireo immediate relevance in California, where delivery still matters more than storefront density. Second, it provides a meaningful foothold in Florida, where Eaze’s 39 stores and expandable cultivation canopy quietly position the combined company for whatever comes next in that market. Third, it turns Colorado into a fortress—55 stores deep post-close.

On a pro forma basis, Vireo emerges as a 10-state operator with 166 dispensaries and roughly 800,000 square feet of cultivation and production capacity. That’s not optionality—that’s operating leverage.

The transaction structure is equally telling. Equity-funded, EBITDA-linked, and wrapped in long-dated lockups, the deal aligns incentives while limiting near-term balance sheet stress. The earn-out math—3.84x adjusted EBITDA—suggests confidence without fantasy.

In short, this isn’t a roll-up for headlines. It’s a scale play aimed squarely at markets that actually move revenue. Whether investors reward that discipline is a separate question—but strategically, the intent is unmistakable.

The Industry Is Ripe For Investment

President Trump didn’t legalize marijuana—but on Thursday he did something Wall Street understands far better: he reduced friction.

By directing regulators to move cannabis from Schedule I to Schedule III, the White House effectively lowered the compliance temperature around the sector. Cannabis remains federally illegal, yes—but it would no longer sit in the same regulatory penalty box as heroin. For investors, that distinction matters. A lot.

The immediate financial implication is straightforward: 280E relief. U.S. cannabis operators would be allowed to deduct ordinary business expenses, pushing after-tax profitability meaningfully higher without selling a single additional gram. That alone reframes many balance sheets.

The second-order effect may be even more important. Schedule III doesn’t open the doors to Nasdaq or the NYSE—but it does make cannabis less radioactive for institutional compliance teams. Pension funds, endowments, and asset managers don’t need legalization; they need defensibility. Rescheduling helps provide it.

That shift is already showing up where cannabis capital currently lives: MSOS.

The AdvisorShares Pure US Cannabis ETF—still the primary institutional on-ramp to U.S. cannabis exposure—nearly doubled its assets under management in a month, approaching $1.3 billion. For context, that capital didn’t suddenly fall in love with OTC stocks; it’s reacting to the idea that cannabis risk may soon be manageable rather than untouchable.

MSOS remains a workaround, not a solution. Because U.S. operators can’t list on major exchanges, the ETF holds swaps, not stocks—introducing leverage, intermediaries, and volatility that would make a compliance officer sweat. When capital flows in or out, the pendulum swings hard. Thursday’s 20% drop was a reminder of that reality.

Still, for now, MSOS is the market’s truth serum. Until institutions are allowed—or willing—to own the underlying companies directly, this is how capital votes.

The question isn’t if institutional money shows up.

It’s how fast, and how directly, once the rules finally stop pretending cannabis doesn’t exist.

🗞️ The News

📺 YouTube

MSOS After Rescheduling: What Really Happened? | TTB Powered by Dutchie

What we will cover:

✅ That’s the focus today on TDR Trade To Black, presented by Dutchie, going live today at 4 PM Eastern with hosts Shadd Dales and Anthony Varrell.

In Segment One, we catch up with Luc Mongeau, CEO of Canopy Growth (NASDAQ: CGC, TSX: WEED), to break down the company’s recently announced acquisition of MTL Cannabis. We'll ask why Canopy moved now, what MTL adds strategically, and how consolidation in Canada is accelerating as balance sheets strengthen and weaker operators exit.

In Segment Two, Noah Hamman from AdvisorShares joins the conversation to unpack what actually happened in markets after President Donald Trump’s executive order directing cannabis rescheduling. From the sharp pre-announcement selloff to the structural mechanics behind MSOS trading, this segment digs into flows, positioning, and what institutional investors are really watching next.ada’s top recreational cannabis company by market share. U.S. operators continued refinancing, divesting non-core assets, and consolidating ahead of what could be a very different regulatory environment.