Vireo Growth Inc. to Acquire Planet 13 Holdings Inc. in All-Stock Transaction
Strategic Acquisition Expands Vireo’s Footprint Across Key U.S. Cannabis Markets
MINNEAPOLIS, MN and LAS VEGAS, NV, July 27, 2026 — Vireo Growth Inc. (CSE: VREO, OTCQX: VREOF), a leading vertically integrated cannabis company, has announced a definitive agreement to acquire Planet 13 Holdings Inc. (CSE: PLTH, OTCQX: PLNH), an established multi-state cannabis operator. The transaction is expected to significantly expand Vireo’s operational presence in Nevada, Florida, and Illinois, positioning the company as the largest U.S. cannabis operator by dispensary count.
Key Points of the Deal
- All-Stock Merger: Each issued and outstanding share of Planet 13 common stock (excluding certain shares as defined in the Merger Agreement) will be converted into the right to receive 0.015383618 of a Vireo subordinate voting share.
- Premium Offer: The merger ratio represents a 16.6% premium to Planet 13’s 20-day volume weighted average price per share as of July 24, 2026, and a 24% premium over Planet 13’s closing price on that date.
- Shareholder Approval Required: The transaction is subject to customary closing conditions, including approval by a majority of Planet 13 stockholders (excluding certain insiders), regulatory approvals, and the effectiveness of a registration statement to be filed with the SEC.
Strategic Rationale and Operational Impact
- Nevada: The acquisition adds Planet 13’s flagship Las Vegas superstore, a second dispensary, about 45,000 sq. ft. of active cultivation and production capacity, and 2.3 million sq. ft. of expandable cultivation facilities. Vireo is expected to operate approximately 17 dispensaries and 150,000 sq. ft. of active capacity in Nevada post-transaction. The deal also includes a distribution license and a cannabis consumption lounge license.
- Florida: Vireo will add 33 dispensaries and two cultivation/production facilities totaling over 76,000 sq. ft. This will bring Vireo’s total to around 106 dispensaries and 329,000 sq. ft. of capacity in Florida, making it the state’s second-largest dispensary network.
- Illinois: The transaction adds a dispensary in Waukegan, strengthening Vireo’s pending entry into this limited-license state.
- Overall Footprint: After closing all pending acquisitions, Vireo expects to operate approximately 265 dispensaries across 15 states—creating one of the industry’s most extensive retail networks.
Management Commentary
“Planet 13 represents another significant milestone of our disciplined growth strategy. These assets will deepen our existing footprint in Nevada and Florida, while complementing our developing platform in Illinois. Combined with our previously announced acquisitions, this transaction will further expand our scaled operating platform across attractive limited-license markets and reinforces our belief that disciplined consolidation can create long-term organic growth and meaningful shareholder value.”
— John Mazarakis, CEO of Vireo“Our team built exceptional operations and brands across all the markets we serve, and we are proud of what we accomplished together. We believe Vireo is the right long-term steward for our business, with the operational expertise, financial discipline, and strategic vision to build on that foundation and continue delivering value for our stockholders.”
— Larry Scheffler, Co-CEO of Planet 13“We look forward to working with Vireo to ensure a seamless transition for our employees, customers, and the communities we serve.”
— Bob Groesbeck, Co-CEO of Planet 13
Important Shareholder Information & Price-Sensitive Details
- Transaction Premium: The premium to Planet 13’s share price may represent a significant upside for current shareholders.
- Delisting and Deregistration: Upon completion, Planet 13’s shares will be delisted from the Canadian Securities Exchange and OTCQX and the company will cease to be a reporting issuer under U.S. and Canadian securities laws. This is a critical consideration for shareholders regarding future liquidity and reporting obligations.
- Termination Fee: The Merger Agreement includes a US\$1.8 million termination fee payable by Planet 13 to Vireo under certain circumstances, such as a board recommendation change or acceptance of a superior proposal.
- Regulatory Approvals: The deal is subject to various regulatory and stockholder approvals, and there is inherent risk and uncertainty regarding the timeline and final closing.
- Integration Risks: As with all large mergers, there are operational, regulatory, and financial integration risks that could materially impact the value and performance of the combined company.
Next Steps for Shareholders
- Vireo will file a Registration Statement on Form S-4 with the SEC, which will include a proxy statement/prospectus. Planet 13 will also file proxy statements and additional materials with both U.S. and Canadian regulators. These documents will contain important information about the transaction and voting procedures.
- Shareholders are strongly advised to review these materials carefully when available. Free copies will be accessible at www.sec.gov and via the investor relations sections of the respective company websites.
Legal Advisors
Vireo’s legal counsel includes Eversheds Sutherland (US), DLA Piper (Canada), and ATB Cormark Capital Markets as financial advisor to the Special Committee. Planet 13 is advised by Cozen O’Connor and Foley Hoag LLP.
Forward-Looking Statements
This announcement contains forward-looking statements regarding the timing, benefits, and risks related to the proposed transaction. Actual results could differ materially due to regulatory, market, operational, or integration risks, among others.
Contact Information
Vireo: Lynn Ricci, Director Investor Relations & Corporate Communications, [email protected]
Planet 13: Robert Groesbeck or Larry Scheffler, Co-Chief Executive Officers, [email protected]
Disclaimer: This article is for informational purposes only and does not constitute investment advice, an offer or solicitation to buy or sell securities, or a recommendation regarding any securities mentioned. Investors should review all regulatory filings and official proxy materials before making investment decisions. The forward-looking statements in this article are subject to risks and uncertainties, and actual results may differ materially.
