Vireo Growth Inc. announced on July 30, 2026, that it has signed a definitive Agreement and Plan of Merger to acquire Planet 13 Holdings Inc., a Nevada-based cannabis operator. The all-stock deal, dated July 26, 2026, will make Planet 13 a direct wholly owned subsidiary of Vireo through the merger of a Vireo subsidiary into Planet 13.
Merger Terms and Consideration
Under the terms of the agreement, each share of Planet 13 common stock outstanding immediately prior to the merger will be converted into the right to receive 0.015383618 of a Vireo subordinate voting share. The boards of both companies have unanimously approved the transaction. Planet 13’s board acted on the unanimous recommendation of a special committee of independent and disinterested directors.
Planet 13’s outstanding equity awards will be treated according to their status at closing. Underwater stock options, those with an exercise price at or above the per-share value of the merger consideration, will be cancelled without payment. Other outstanding options will be converted into Vireo options. All outstanding restricted stock units will fully vest immediately before the merger closes, with the underlying shares converted into the merger consideration. Planet 13’s outstanding warrants will become exercisable for Vireo shares, adjusted by the exchange ratio.
Closing Conditions and Termination Rights
The merger requires approval from Planet 13 stockholders, including a majority of the outstanding shares and a simple majority of votes cast by minority shareholders under Canadian securities rules. The transaction also requires customary regulatory approvals and the absence of any legal prohibition. The agreement includes a termination date of July 26, 2027, which can be extended to October 26, 2027, if cannabis regulatory approvals remain pending.
Planet 13 is subject to standard no-shop restrictions that prevent it from soliciting or encouraging alternative acquisition proposals. However, the company may engage with a third party that makes an unsolicited, bona fide superior proposal if its board or special committee determines that failing to do so would breach fiduciary duties. If Planet 13 terminates the agreement to accept a superior proposal, or if the deal is terminated under certain other circumstances where a competing proposal later materializes, Planet 13 must pay Vireo a termination fee of $1.8 million.
Voting and Lock-Up Agreements
Key Planet 13 insiders, including Larry Scheffler, Robert Groesbeck, David Loop, and Christopher Wren, along with certain affiliates, have entered voting agreements committing to support the merger and oppose any alternative acquisition proposals. These same stockholders have also signed lock-up agreements restricting their ability to sell the Vireo shares they receive as merger consideration. The lock-up releases in stages: 5% at closing, roughly one-third at nine months, another third at 15 months, and the remainder at 18 months after the merger closes.
Broader Context
This filing formalizes the merger that Vireo initially disclosed in a July 27, 2026, filing, and it arrives during a period of rapid expansion for the company. Vireo has recently completed the acquisition of The Hawthorne Gardening Company from Scotts Miracle-Gro and a Pennsylvania dispensary license transaction, and it reported first-quarter 2026 GAAP revenue of $106.2 million, a year-over-year increase of 333.5% driven by those deals. The Planet 13 acquisition would further consolidate Vireo’s position in the U.S. cannabis market, though the transaction remains subject to stockholder and regulatory approvals before it can close.