Vireo Growth Inc., a British Columbia corporation, and Planet 13 Holdings Inc., a Nevada corporation, jointly announced on July 27, 2026, that they have entered into a definitive Agreement and Plan of Merger dated July 26, 2026. Under the terms of the agreement, a wholly owned subsidiary of Vireo will merge with and into Planet 13, with Planet 13 surviving as a direct wholly owned subsidiary of Vireo.
The transaction is structured as an all-stock merger. While the joint press release referenced in the filing does not specify the exact exchange ratio or implied valuation, the merger will result in Planet 13 stockholders receiving shares of Vireo in exchange for their Planet 13 common stock. The combined company will continue under the Vireo Growth name, with both cannabis operators bringing together their respective retail and cultivation footprints.
Regulatory and Stockholder Approvals Required
The merger remains subject to several closing conditions, including approval by Planet 13’s stockholders and receipt of all necessary regulatory approvals. Vireo intends to file a registration statement on Form S-4 with the U.S. Securities and Exchange Commission, which will include a proxy statement and prospectus that Planet 13 will distribute to its stockholders in connection with the vote on the merger.
Planet 13 stockholders are cautioned that any vote on the merger should be made only after reviewing the definitive proxy statement and prospectus once they become available. The documents will be accessible through the SEC’s EDGAR system and Planet 13’s investor relations website.
Post-Closing Plans
Upon completion of the merger, Planet 13’s common stock is expected to be delisted from the Canadian Securities Exchange and the OTCQX Market, and Planet 13 will cease to be a reporting issuer under applicable U.S. and Canadian securities laws. Vireo has indicated it expects to integrate the operations of its recent and announced acquisitions, including Planet 13, following the closing.
Forward-Looking Considerations
The filing includes extensive forward-looking statements regarding the expected timing and benefits of the merger. Vireo and Planet 13 both caution that actual results may differ materially due to a range of risks, including the ability to obtain regulatory and third-party approvals, the potential for litigation related to the transaction, and challenges associated with integrating the two businesses. The filing also notes that Vireo faces risks related to its ability to raise additional financing to continue as a going concern, a factor that could affect the combined company’s financial position even after the merger closes.
Both companies are participants in the U.S. cannabis industry, which operates under a complex patchwork of state-level legalization and ongoing federal prohibition. The merger is subject to the uncertainties inherent in that regulatory environment, including potential changes to federal and state cannabis laws.