Planet 13 Holdings Inc. 8K

Vireo Growth Inc. agreed to acquire Planet 13 Holdings Inc. in an all-stock merger that expands Vireo’s U.S. cannabis footprint, pending shareholder, regulatory, and exchange approvals.

On July 27, 2026, Vireo Growth Inc. and Planet 13 Holdings Inc. announced that they have 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 is subject to Planet 13 stockholder approval (including minority approval under MI 61‑101), effectiveness of a Form S‑4 registration statement, Canadian Securities Exchange approval for listing the Vireo shares, and applicable cannabis regulatory approvals, is intended to significantly expand Vireo’s footprint in Nevada, Florida, and Illinois by adding 36 dispensaries, substantial cultivation and production capacity, distribution and consumption lounge licenses, and ultimately delisting Planet 13 from the CSE and OTCQX with a cessation of its reporting issuer status in the U.S. and Canada. Each company’s board, along with a special committee of independent Planet 13 directors advised by ATB Cormark Capital Markets and independent counsel, has unanimously approved the transaction, and the merger agreement includes a US$1.8 million termination fee payable by Planet 13 in specified circumstances such as acceptance of a superior proposal or an adverse recommendation change.

Filing Facts

CIK

1813452

Ticker

-

Form

8K

Source Type

sec

Accession

0001437749-26-024458

Alert Tier

8