Vireo Growth Inc. to Acquire Planet 13 Holdings Inc., Creating Largest U.S. Cannabis Dispensary Network

Strategic Expansion in Nevada and Florida Markets

The acquisition significantly bolsters Vireo’s footprint in major cannabis markets. Planet 13 contributes its flagship Las Vegas superstore—reputed as the nation’s largest dispensary—an additional dispensary, about 45,000 square feet of active cultivation and production capacity, and approximately 2.3 million square feet of expandable cultivation and production space in Nevada. The company also adds a distribution license and a cannabis consumption license to the combined portfolio.

On a pro forma basis, including prior Nevada transactions, Vireo will operate around 17 dispensaries and approximately 150,000 square feet of active cultivation and production capacity in Nevada after closing. In Florida, Planet 13 adds roughly 33 dispensaries and two cultivation and production facilities totaling over 76,000 square feet. This positions Vireo to operate about 106 dispensaries and 329,000 square feet of cultivation and production capacity in Florida, making it the state’s second-largest dispensary network.

Illinois Market Growth via Waukegan Dispensary Acquisition

Planet 13’s Illinois operations expand Vireo’s presence in the limited-license state through the acquisition of a newly opened dispensary in Waukegan, enhancing access to the Chicago metro area market. Illinois limits the number of retail cannabis licenses, increasing the value of existing licenses. This addition strengthens Vireo’s ability to scale in this regulated market and complements its platforms in other states.

Merger Terms and Valuation Details

Each outstanding share of Planet 13 common stock (excluding certain excluded shares) will convert into 0.015383618 Vireo subordinate voting shares. Although the total transaction value was not disclosed, the exchange ratio represents a 16.6% premium over Planet 13’s 20-day volume weighted average price and a 24% premium over its closing price as of July 24, 2026.

The agreement includes a termination fee of US$1.8 million payable by Planet 13 under specified termination scenarios, such as if Vireo withdraws following an adverse recommendation change or if Planet 13 accepts a superior proposal. This fee is standard for transactions of this scale and safeguards Vireo’s investment in the deal process.

Regulatory Approvals and Closing Conditions

The transaction is subject to customary closing conditions, including approval by a simple majority of Planet 13 stockholders (excluding votes from certain parties under Multilateral Instrument 61-101). Additionally, effectiveness of a Form S-4 registration statement filed with the U.S. Securities and Exchange Commission is required prior to closing.

Other conditions include approval of Vireo shares’ listing by the Canadian Securities Exchange and relevant cannabis regulatory consents. No specific closing date was provided, with the timeline potentially extending over several months due to multi-state regulatory requirements in Nevada, Florida, and Illinois.

Board Endorsements and Fairness Opinion

Planet 13’s Board formed a special committee of independent directors to evaluate the deal. After thorough review and consultation with independent financial and legal advisors, the committee unanimously recommended approval, deeming the transaction in the best interest of Planet 13 and its unaffiliated shareholders. Both companies’ Boards have unanimously approved the merger.

ATB Cormark Capital Markets issued a fairness opinion confirming that, as of the opinion date, the consideration offered is financially fair to Planet 13 shareholders (excluding interested parties), following standard governance practices that assure minority shareholders of adequate value.

Combined Scale and Market Position

Upon closing all announced and pending acquisitions, Vireo expects to operate approximately 265 dispensaries across 15 states, with additional retail licenses enabling future growth. This scale positions Vireo as the largest U.S. cannabis operator by dispensary count, a notable achievement in a fragmented industry shaped by state and local regulations.

Operating across 15 states introduces complexity but diversifies revenue streams. Vireo’s focus on limited-license states, where retail licenses are capped, creates barriers to entry and strengthens its competitive position. The company’s expanded platform is described as one of the industry’s broadest and deepest retail footprints.

Executive Insights on Strategic Vision

John Mazarakis, CEO of Vireo, commented: "Planet 13 represents a significant milestone in our disciplined growth strategy. These assets deepen our presence in Nevada and Florida and complement our Illinois platform. Combined with prior acquisitions, this deal expands our scaled operations in attractive limited-license markets and reinforces our belief that disciplined consolidation drives long-term growth and shareholder value."

Co-CEOs of Planet 13, Larry Scheffler and Bob Groesbeck, expressed confidence in Vireo as the right steward for their business. Scheffler stated: "We are proud of our achievements and believe Vireo has the expertise and vision to build on our foundation and deliver value to shareholders." Groesbeck added: "We thank our team for their dedication and look forward to a smooth transition benefiting employees, customers, and communities."

Integration and Post-Closing Plans

Following closing, Vireo plans to integrate Planet 13’s operations into its platform, focusing on operational efficiency, product quality, and customer experience. Specific integration timelines, synergy targets, or cost-saving measures were not detailed, with investors awaiting further updates.

Once completed, Planet 13’s common stock is expected to be delisted from the Canadian Securities Exchange and withdrawn from the OTCQX Market. Planet 13 will seek to cease reporting under U.S. and Canadian securities laws, ending separate public financial disclosures.

Company Profiles and Industry Context

Planet 13 Holdings Inc. is a vertically integrated cannabis company operating cultivation, production, and dispensaries in Nevada, Illinois, and Florida. Known for its flagship Las Vegas dispensary near The Strip—the largest in the U.S.—Planet 13 recently launched DAZED!, its first consumption lounge in Las Vegas, and opened its inaugural Illinois dispensary in Waukegan. Its stock trades on the Canadian Securities Exchange under PLTH and on OTCQX under PLNH.

Vireo Growth Inc. is a leading vertically integrated cannabis company building a broad platform spanning cultivation, manufacturing, retail, home delivery, distribution, and agricultural supply across the U.S. Operating in 10 states with about 170 dispensaries, Vireo’s stock trades on the Canadian Securities Exchange under VREO and on OTCQX under VREOF.