Planet 13 Holdings Inc. 8-K

What Happened Planet 13 Holdings Inc. announced on July 26, 2026 that it entered into an Agreement and Plan of Merger with Vireo Growth Inc. and Vireo’s wholly owned Merger Sub. Under the agreement, Merger Sub will merge into Planet 13 and Planet 13 will become a direct, wholly owned subsidiary of Vireo. The Planet 13 board — following a unanimous recommendation from a special committee of independent directors — approved the merger and will recommend that stockholders vote to adopt the Merger Agreement.

Key Details

• Exchange Ratio: each outstanding Planet 13 common share (other than canceled/dissenting shares) will convert into 0.015383618 subordinate voting shares of Vireo at closing.
• Treatment of equity awards: underwater Company options (exercise price ≥ implied Parent value) will be cancelled for no consideration; non‑underwater options convert into Vireo options; outstanding RSUs will be accelerated to vested shares immediately prior to closing; company warrants will be exercisable into Vireo shares on adjusted terms.
• Closing conditions & timing: requires Planet 13 stockholder approval and customary regulatory approvals (including cannabis-related approvals). Merger must close by July 26, 2027 (extendable to Oct 26, 2027 for certain regulatory delays).
• Other terms: Planet 13 must pay a $1.8 million termination fee in specified circumstances; certain insiders (Larry Scheffler, Robert Groesbeck, David Loop, Christopher Wren and affiliates) entered voting and lock-up agreements (5% of locked shares released at closing; remaining releases at 9, 15 and 18 months).

Why It Matters This is a definitive change of control transaction that would convert Planet 13 equity into Vireo shares and make Planet 13 a private subsidiary of Vireo. The exchange ratio and treatment of options/RSUs affect current shareholders and employees (e.g., some options will be cancelled, RSUs accelerated and taxed on issuance). The deal is subject to stockholder and regulatory approvals and includes a payout if Planet 13 accepts a superior proposal in limited situations. Planet 13 and Vireo will file a joint Registration Statement/Proxy (Form S-4) and related proxy materials; shareholders should review those documents when available before voting.