Planet 13 Holdings Inc. Announces Merger Agreement with Vireo

What Happened

• On July 27, 2026 Planet 13 Holdings Inc. and Vireo Growth Inc. announced they entered into an Agreement and Plan of Merger dated July 26, 2026. Under the agreement, Supernova Merger Sub Inc. (a wholly owned Vireo subsidiary) will merge into Planet 13, with Planet 13 continuing as the surviving corporation and becoming a direct wholly owned subsidiary of Vireo. The joint press release is attached as Exhibit 99.1 to the 8-K.

Key Details

• Merger Agreement date: July 26, 2026; announcement filed via Form 8-K on July 27, 2026.
• Merger structure: Merger Sub (Supernova Merger Sub Inc.) will merge into Planet 13; post-closing Planet 13 will be wholly owned by Vireo.
• Regulatory filings: Vireo intends to file a Form S-4 registration statement (which will include the proxy statement/prospectus) and Planet 13 will mail a definitive proxy statement to its stockholders for the required vote.
• Expectations and risks noted: the filing states an expectation Planet 13 shares may be delisted from the Canadian Securities Exchange and OTCQX and that the transaction is subject to customary regulatory and shareholder approvals and other closing conditions.

Why It Matters

• This is a change-of-control transaction that will shift Planet 13 from a public standalone company to a direct subsidiary of Vireo, and Planet 13 stockholders will receive securities as described in the forthcoming S-4/proxy. The merger requires shareholder and regulatory approvals and a formal vote — investors should not act until they review the definitive proxy/prospectus when filed. The companies also highlight forward‑looking risks and encourage investors to read the Registration Statement and proxy materials, which will be available free on the SEC’s EDGAR site and Planet 13’s Investor Relations page.