Vireo Growth Inc. 8-K

What Happened
Vireo Growth Inc. announced on July 26, 2026 that it entered into an Agreement and Plan of Merger to acquire Planet 13 Holdings Inc. through a merger of a Vireo subsidiary (Supernova Merger Sub Inc.) into Planet 13, after which Planet 13 would become a direct wholly owned subsidiary of Vireo. Both Vireo’s board and Planet 13’s board (unanimously, with Planet 13’s recommendation coming from an independent Special Committee) approved the Merger Agreement.

Key Details

• Exchange Ratio / Consideration: Each outstanding share of Planet 13 common stock (except canceled or dissenting shares) will be converted into the right to receive 0.015383618 subordinate voting share of Vireo.
• Closing conditions & timing: Transaction requires Planet 13 stockholder approval and customary regulatory and closing conditions; outside date is July 26, 2027 (extendable to October 26, 2027 if cannabis regulatory approvals are pending).
• Treatment of equity awards: Underwater Planet 13 options will be cancelled for no consideration; vested/unvested in-the-money options convert into Vireo options; RSUs will be accelerated to vest and converted into shares immediately prior to closing; Planet 13 warrants will be exercisable into Vireo shares (adjusted by the Exchange Ratio).
• Termination fee: Planet 13 must pay Vireo a $1,800,000 termination fee in specified circumstances (e.g., pursuing and completing a superior proposal).
• Voting/lock-up: Principal Planet 13 holders (Larry Scheffler, Robert Groesbeck, David Loop, Christopher Wren and certain affiliates) agreed to vote in favor of the merger and to lock up their Vireo shares received as Merger consideration; locked shares release schedule: 5% at closing, then 31.67% at 9 months, 31.66% at 15 months, and 31.67% at 18 months.

Why It Matters
This filing shows Vireo is pursuing a transformational acquisition of Planet 13 that will exchange Planet 13 equity for Vireo subordinate voting shares at a fixed ratio, subject to shareholder and regulatory approvals. Investors should note the conversion mechanics (exchange ratio), the treatment of existing Planet 13 equity awards, the $1.8M termination fee, and the lock-up by major Planet 13 holders—each of which affect potential dilution, timing and share liquidity. The transaction remains subject to customary closing conditions and regulatory approvals; investors should review the forthcoming S-4/proxy materials for full details before making decisions.