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Planet 13 Holdings Inc. (PLNH) is moving toward a planned merger under which Supernova Merger Sub Inc., a wholly owned subsidiary of Vireo Growth Inc., will merge with Planet 13, leaving Planet 13 as a direct wholly owned subsidiary of Vireo. Vireo’s management describes a roll-up strategy focused on acquiring over-levered but operationally strong cannabis businesses, emphasizing low leverage, balance-sheet repair and integration via analytics, procurement and refinancing.
Vireo reports operations in 10 states and about 170 dispensaries, with cited Q2 metrics including 7% same-store sales growth across acquired assets and state-level gains such as 14% growth at Deep Roots in Nevada and 13% at Wholesome in Utah. Management highlights pro forma Q2 revenue of $254.9 million on 54 million shares, alongside a share repurchase program and a recent reverse stock split, and notes Vireo’s asset-based loan at SOFR + 175 bps supported by ancillary businesses. The communication explains that Vireo will file a Form S-4 registration statement with a proxy statement/prospectus, and Planet 13 will solicit stockholder approval; Planet 13 common stock is expected to be delisted and Planet 13 to cease being a reporting issuer if the merger closes.
Planet 13 Holdings Inc. (PLNH) describes its previously announced plan to be acquired by Vireo Growth Inc. under a Merger Agreement dated July 26, 2026. Planet 13 will merge with a Vireo subsidiary and continue as a wholly owned subsidiary of Vireo.
Vireo plans to file a Form S-4 Registration Statement containing a joint proxy statement/prospectus for Planet 13 stockholders, who will be asked to vote on the Merger. The communication stresses that investors should base any vote on the detailed proxy statement/prospectus and outlines extensive forward-looking statements and risk factors that could affect completion and outcomes of the Merger, including regulatory approvals, market conditions and cannabis-specific regulatory risks.
Planet 13 Holdings Inc. (PLNH) reports on its pending all-stock Merger whereby Vireo Growth Inc., through a wholly owned Merger Sub, will acquire all outstanding equity of Planet 13, after which Planet 13 will become a direct wholly owned subsidiary of Vireo. Vireo plans to file a Form S-4 registration statement containing a joint proxy statement/prospectus, and Planet 13 will file its own proxy materials so stockholders can vote on the Merger.
The filing also reproduces a Vireo capital markets interview describing the combined platform and Vireo’s recent results: Q2 2026 GAAP revenue of $209.3 million, up 335% year over year, pro forma revenue of $254.9 million implying an annualized run rate above $1 billion, a near breakeven net loss of $0.1 million, adjusted EBITDA of $41.5 million (about 19.8% of sales), and quarter-end cash of $122.7 million. Management highlights a decentralized operating model, focus on acquisitions in mature markets at lower valuations, and emphasizes "integration risk" as the key investor concern that the team aims to manage through state-level leadership and scale-driven efficiencies.
Vireo Growth Inc. has entered into a Merger Agreement under which its wholly owned subsidiary Supernova Merger Sub Inc. will merge with Planet 13 Holdings Inc., leaving Planet 13 as a direct wholly owned subsidiary of Vireo. Vireo plans to file a Form S-4 registration statement with the SEC containing a combined proxy statement/prospectus for Planet 13 stockholders covering the Merger and the securities to be issued as consideration. Planet 13 will also file its own proxy materials with U.S. and Canadian regulators, and the definitive proxy statement/prospectus will be mailed to stockholders of record for the Merger vote. The communication explains that it is not an offer of securities and highlights that the Merger and its expected timing, consideration value, regulatory approvals, delisting of Planet 13 shares and integration plans are all subject to numerous forward-looking risks and uncertainties, including regulatory approvals, market conditions, cannabis regulations, financing, and operational challenges.
Vireo Growth Inc. describes its previously announced Agreement and Plan of Merger with Planet 13 Holdings Inc., under which Supernova Merger Sub Inc. will merge with and into Planet 13, making Planet 13 a direct wholly owned subsidiary of Vireo. Vireo plans to file a registration statement on Form S-4 with the SEC, which will include a joint proxy statement/prospectus for Planet 13 stockholders regarding the vote on the proposed merger and the Vireo securities to be issued as consideration. Planet 13 will file related proxy materials with U.S. and Canadian regulators, and stockholders are urged to read the proxy statement/prospectus and registration statement when available. The communication includes customary "no offer" language and extensive forward-looking information and risk disclosures concerning regulatory approvals, closing conditions, market conditions, cannabis regulatory risks, financing needs, and integration of acquisitions.
Planet 13 Holdings Inc. reported Q2 2026 results showing lower revenue but significantly improved profitability metrics. Total revenue for the quarter was $22.9 million, down 14.9% from $26.9 million a year earlier, as the company continued to adjust its footprint, including exiting California.
Gross profit rose to $12.3 million from $11.7 million, with gross margin improving to 53.9% from 43.4% as cost actions took effect. Operating expenses fell to $12.4 million, down 22.9%, contributing to a narrower net loss of $5.6 million versus $13.3 million. Adjusted EBITDA improved to $(0.5) million from $(2.4) million, and adjusted EBITDA margin improved to -2.3%.
For the six months ended June 30, 2026, operating activities generated $0.4 million of cash compared with a use of $6.4 million a year earlier, and cash and restricted cash ended the period at $16.5 million. Total assets were $144.3 million and shareholders’ equity was $38.8 million. The company highlighted 8.4% sequential revenue growth and a 17.1% quarter-over-quarter revenue increase in Florida, received OMMU approval for its Florida BHO extraction facility, announced an upcoming Sarasota store, and is working toward closing a proposed merger with Vireo Growth Inc.
Planet 13 Holdings Inc. reported results for the quarter and six months ended June 30, 2026, showing lower sales but improved margins and operating discipline while entering into a definitive merger agreement. Net revenue was $22.9M for the quarter and $44.0M for the six months, down 14.9% and 19.9% year over year, mainly due to exiting California operations, price compression and weaker Nevada tourism. Gross profit was $21.7M for the six months with a higher gross margin of 49.5% versus 43.1% a year earlier, helped by exiting low-margin California wholesale, Nevada cost reductions and a $1.0M inventory reserve reversal.
Operating expenses fell 18.3% to $30.3M, narrowing the six‑month loss from operations to $8.6M from $13.4M. Net loss for the six months was $13.7M (basic and diluted loss per share $0.04), versus $15.3M (loss per share $0.05). Cash and restricted cash totaled $16.5M, with modest positive operating cash flow of $0.4M. Total assets were $144.3M and total liabilities $105.5M, leaving shareholders’ equity of $38.8M.
On July 26, 2026 Planet 13 agreed to merge with Vireo Growth Inc.; each Planet 13 share will convert into 0.015383618 Vireo subordinate voting shares, reflecting a stated premium over recent Planet 13 trading levels. The deal includes customary closing conditions, stockholder approvals, a $1.8M termination fee in specified scenarios, and lock‑ups for key insiders. The company has fully exited California cannabis operations and continues to expand its vertically integrated platform in Nevada, Florida and Illinois while monitoring U.S. federal rescheduling of medical marijuana from Schedule I to Schedule III.
Vireo Growth Inc. describes its planned acquisition of Planet 13 Holdings Inc. under an Agreement and Plan of Merger. 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.
Vireo plans to file a registration statement on Form S-4 with the SEC, including a proxy statement/prospectus for Planet 13 stockholders and a prospectus for the securities to be issued as merger consideration. Planet 13 will file related proxy materials with U.S. and Canadian regulators, which will be mailed to its stockholders of record for the merger vote.
The text emphasizes that these materials will contain important information about the merger and that any voting decisions should be based on those documents. It also explains that this communication is not an offer to buy or sell securities and highlights extensive forward-looking information language, outlining risks and uncertainties around regulatory approvals, market conditions, cannabis regulations, financing, litigation, and integration of acquisitions that could cause actual outcomes to differ from expectations.
Vireo Growth Inc. outlines a rapid expansion strategy built on acquisitions and organic growth, positioning itself as a large U.S. cannabis operator with an integrated agribusiness platform. As of Q2 2026 it operated in 10 states with 170+ dispensaries and roughly 1 million sq. ft. of cultivation, moving to a proforma footprint of 16 states and 270+ dispensaries once announced deals close.
Q2 2026 GAAP revenue was $209.3 million, up 335% year over year, with proforma quarterly revenue of $254 million. Adjusted EBITDA reached $41.5 million, up 212% year over year, for a 19.8% margin and $166 million annualized. Revenue per share rose to $3.85, with proforma revenue per share of $4.69, and management highlights a 23% sequential proforma increase in revenue per share.
Liquidity remains significant, with $122.7 million in cash at Q2 2026, working capital of $192.6 million, and an asset-based revolving credit facility led by Bank of Montreal providing up to $105 million at Term SOFR + 1.75%–2.00%. The company targets acquisitions at roughly 4x EBITDA, primarily using equity, and emphasizes fast accretion and integration benefits such as market density, purchasing leverage and cross-selling. Vireo also describes a pending merger with Planet 13 under a signed Merger Agreement; Vireo plans to file a Form S-4 registration statement, and Planet 13 will solicit stockholder approval via a proxy statement/prospectus.