Vireo Growth Inc. 8K

Vireo Growth Inc. agreed to acquire Planet 13 Holdings Inc. in an all‑stock merger that will materially expand Vireo’s multi-state cannabis operations, subject to shareholder, regulatory, and stock exchange approvals.

On July 27, 2026, Vireo Growth Inc. and Planet 13 Holdings Inc. announced that they entered into a definitive merger agreement under which Vireo will acquire all issued and outstanding equity interests of Planet 13 in an all-stock transaction, with each Planet 13 common share (other than excluded shares) to be converted into 0.015383618 of a Vireo subordinate voting share, representing a 16.6% premium to Planet 13’s 20-day VWAP and a 24% premium to its July 24, 2026 closing price. The deal, which remains subject to customary conditions including Planet 13 stockholder approval (with minority protections under MI 61‑101), SEC effectiveness of a Form S‑4 registration statement, Canadian Securities Exchange listing approval for the Vireo shares, and applicable cannabis regulatory approvals, is expected to significantly expand Vireo’s footprint in Nevada, Florida, and Illinois by adding 36 dispensaries, three cultivation/production assets, and substantial future expansion capacity, positioning Vireo as the largest U.S. cannabis operator by dispensary count upon completion of all pending acquisitions. Both companies’ boards, including a special committee of independent Planet 13 directors advised by separate legal and financial advisors, have unanimously approved the transaction, which includes a US$1.8 million termination fee payable by Planet 13 in specified circumstances and is expected to result in Planet 13’s delisting from the CSE and OTCQX and its cessation as a reporting issuer in the U.S. and Canada once the merger closes.

Filing Facts

CIK

1771706

Ticker

-

Form

8K

Source Type

sec

Accession

0001104659-26-086874

Alert Tier

8