Vireo Growth Inc. 8-K

What Happened

• On July 26, 2026 Vireo Growth Inc. entered into an Agreement and Plan of Merger with Planet 13 Holdings Inc.; the companies issued a joint press release on July 27, 2026. Under the agreement, Vireo’s wholly owned subsidiary, Supernova Merger Sub Inc., will merge into Planet 13, and Planet 13 will continue as a direct wholly owned subsidiary of Vireo. Vireo intends to file a registration statement on Form S-4 (proxy statement/prospectus) with the SEC and Planet 13 will file its proxy materials with U.S. and Canadian regulators to solicit stockholder approval.

Key Details

• Merger Agreement dated July 26, 2026; joint press release dated July 27, 2026 (Exhibit 99.1).
• Merger structure: Merger Sub merges into Planet 13; Planet 13 becomes a direct wholly owned subsidiary of Vireo.
• Vireo will file a Form S-4 that includes the proxy statement/prospectus; Planet 13 will mail a definitive proxy statement to its stockholders for the vote.
• Transaction is subject to regulatory and other closing conditions; filing notes the expectation Planet 13’s common stock will be delisted from the Canadian Securities Exchange and OTCQX and that it will cease to be a reporting issuer (subject to closing and approvals).

Why It Matters

• This is a transformational deal for retail investors in both companies: Vireo is acquiring Planet 13 and will issue securities to Planet 13 equity holders, so ownership and reporting status will change if the merger is approved. The transaction requires shareholder votes and regulatory approvals, so investors should review the forthcoming Form S-4/proxy statement for details on consideration, timing, risks and how the merger affects equity ownership. The filing also highlights standard forward‑looking risk factors and states it is not an offer or solicitation; retail investors are urged to read the official proxy/prospectus materials when they become available.