Planet 13 (PLNH) investors to vote on Vireo merger deal

Rhea-AI Filing Summary

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.

Key Terms

Form S-4, proxy statement/prospectus, forward-looking information, Canadian Securities Exchange, +1 more

5 terms

Form S-4 regulatory

"Vireo intends to file with the U.S. Securities and Exchange Commission a registration statement on Form S-4"

A Form S-4 is a legal document that companies file with the government to announce and explain a major business move, such as a merger or acquisition. It provides detailed information to help investors understand how the deal might affect the company's value and future prospects, similar to a detailed blueprint that clarifies the impact of a significant change.

proxy statement/prospectus regulatory

"which will include a proxy statement/prospectus and certain other related documents"

A proxy statement or prospectus is a document that companies send to shareholders to provide important information about upcoming decisions or investments, such as voting on company issues or offering new shares to the public. It helps investors understand the details and risks involved, enabling them to make informed choices about their ownership or involvement with the company.

forward-looking information regulatory

"This Form 425 contains “forward-looking information” or “forward-looking statements”"

Forward-looking information are predictions, plans, estimates or expectations about a company’s future performance, results or events, such as sales forecasts, project timelines, or anticipated costs. It matters to investors because these statements guide expectations but rely on assumptions and uncertain factors—like a weather forecast for a business—so investors should treat them as informed guesses rather than guarantees and consider the risks and possible changes behind the numbers.

Canadian Securities Exchange market

"shares of Planet 13 common stock will be delisted from the Canadian Securities Exchange"

A Canadian securities exchange is a regulated marketplace in Canada where companies’ stocks, bonds and other investment products are listed, bought, and sold. It matters to investors because it sets the rules, provides a visible price for securities and a place to trade — like a public marketplace that helps buyers and sellers meet, judge value, and convert holdings to cash under oversight intended to protect investors.

going concern financial

"liquidity and the ability of Vireo to raise additional financing to continue as a going concern"

Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.

Offering Details

shelf/merger consideration

Offering

Offering Type shelf/merger consideration

FAQ

What is the proposed merger between Vireo Growth Inc. and Planet 13 Holdings Inc. (PLNH)?

Vireo plans to acquire Planet 13 through a merger where Supernova Merger Sub Inc. merges into Planet 13, making Planet 13 a wholly owned subsidiary of Vireo. The transaction structure and consideration are detailed in the Merger Agreement dated July 26, 2026.

What SEC filing will describe the Vireo–Planet 13 (PLNH) merger in detail?

Vireo intends to file a registration statement on Form S-4 with the SEC, including a combined proxy statement/prospectus. This document will describe the Merger terms and the securities to be issued to Planet 13 equity holders.

How will Planet 13 (PLNH) stockholders vote on the proposed merger with Vireo?

Planet 13 will file preliminary and definitive proxy statements and mail the definitive proxy statement/prospectus to stockholders of record. Stockholders will vote on the Merger based on information in these proxy materials and the Form S-4.

Where can Planet 13 (PLNH) investors access documents about the Vireo merger?

Investors can obtain the Form S-4, proxy statement/prospectus, and related filings for free on the SEC’s website at www.sec.gov, or via the Investor Relations section of Planet 13’s website at https://investors.planet13.com/ when available.

Does this communication constitute an offer to buy or sell PLNH or Vireo securities?

No. The communication explicitly states it is not an offer or solicitation to buy or sell securities. Any offer would only be made through a prospectus that meets Section 10 of the U.S. Securities Act of 1933.

What are some key risks mentioned regarding the Vireo–Planet 13 (PLNH) merger?

The companies cite risks such as regulatory and third-party approvals, maintaining relationships with stakeholders, cannabis-related legal and regulatory changes, market conditions, financing and liquidity, and potential litigation or regulatory proceedings affecting completion and outcomes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/18/2026 - 06:04 AM Accepted by SEC EDGAR 08/17/2026 - 06:15 PM Learn about SEC filing dates

Filed by Vireo Growth Inc. pursuant to

Rule 425 under the Securities Act of 1933, as amended

and deemed filed pursuant to Rule 14a-12

of the Securities Exchange Act of 1934, as amended

Subject Company: Planet 13 Holdings Inc.

Commission File No. 000-56374

Date: August 17, 2026

As previously disclosed, on July 26, 2026, Vireo Growth Inc., a British Columbia corporation (“Vireo”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Planet 13 Holdings Inc., a Nevada corporation (“Planet 13”), and Supernova Merger Sub Inc., a Nevada corporation and a wholly owned subsidiary of Vireo (“Merger Sub”), pursuant to which Vireo will, as a result of the merger contemplated thereby, acquire all of the issued and outstanding equity interests of Planet 13 (the “Merger”). As previously disclosed, on August 11, 2026, Vireo issued a press release to report its financial results for the three months ended June 30, 2026. Such press release includes disclosures related to the Merger.

On July 27, 2026, Sam Armenia, Vireo’s Director of Capital Markets, reposted and/or made the below communications on his X account.

On July 31, 2026, Sam Armenia, Vireo’s Director of Capital Markets, reposted and/or made the below communications on his X account.

On August 7, 2026, Sam Armenia, Vireo’s Director of Capital Markets, made the below communication on his X account.

On August 11, 2026, Sam Armenia, Vireo’s Director of Capital Markets, reposted the below communications on his X account.

On August 13, 2026, Sam Armenia, Vireo’s Director of Capital Markets, reposted the below communication on his X account.

On August 17, 2026, Sam Armenia, Vireo’s Director of Capital Markets, made the below communication on his X account.

 

Additional Information and Where to Find It

On July 27, 2026, Vireo and Planet 13 entered into the Merger Agreement, dated as of July 26, 2026, by and among Vireo, Planet 13 and Merger Sub. Pursuant to the Merger Agreement, Merger Sub will merge with and into Planet 13, with Planet 13 continuing as the surviving corporation of the Merger as a direct wholly owned subsidiary of Vireo. In accordance with the Merger Agreement, Vireo intends to file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (the “Registration Statement”) which will include a proxy statement/prospectus and certain other related documents, which will serve as both the proxy statement to be distributed to Planet 13’s stockholders in connection with its solicitation for proxies for the vote by its stockholders in connection with the Merger and other matters to be described in the Registration Statement, as well as the prospectus relating to the offer and sale of the securities to be issued to Planet 13’s equity holders in connection with the completion of the Merger. Planet 13 also intends to file relevant materials with the SEC and applicable Canadian securities regulators, including preliminary and definitive proxy statements relating to the Merger. The definitive proxy statement and other relevant documents will be mailed to Planet 13’s stockholders as of the record date established for voting on the Merger. This communication is not a substitute for the Registration Statement, the definitive proxy statement/prospectus or any other document that may be filed with the SEC or be mailed to Planet 13 stockholders in connection with the Merger. BEFORE MAKING ANY DECISION, PLANET 13 STOCKHOLDERS ARE URGED TO CAREFULLY READ THE REGISTRATION STATEMENT, DEFINITIVE PROXY STATEMENT/PROSPECTUS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE MERGER OR INCORPORATED BY REFERENCE INTO THE PROXY STATEMENT AS, IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER.

Any vote in respect of resolutions to be proposed at Planet 13’s stockholder meeting to approve the Merger or other proposals in relation to the Merger should be made only on the basis of the information contained in Planet 13’s proxy statement/prospectus. You will be able to obtain a free copy of the Registration Statement, proxy statement/prospectus and other related documents (when available) filed with the SEC at the website maintained by the SEC at www.sec.gov or by accessing the Investor Relations section of Planet 13’s website at https://investors.planet13.com/. The information found on, or otherwise accessible through, Planet 13’s website is not incorporated by reference into, nor does it form a part of, this Form 425 or any other document that Planet 13 files with the SEC.

Participants in the Solicitation

Planet 13 and its directors and executive officers and certain of its employees may be deemed to be participants in the solicitation of proxies from Planet 13’s stockholders in connection with the Merger. Information regarding Planet 13’s directors and executive officers is set forth under the captions “Proposal No. 1: Election of Directors,” “Corporate Governance,” “Executive Officers,” “Executive Compensation,” “Director Compensation,” “Executive Compensation Tables,” “Director Compensation” and “Security Ownership of Certain Beneficial Owners and Management” in the definitive proxy statement for Planet 13’s Annual General Meeting of Stockholders, filed with the SEC on April 29, 2026 (the “Annual Meeting Proxy Statement”). To the extent the holdings of Planet 13’s securities by its directors or executive officers have changed since the amounts set forth in the Annual Meeting Proxy Statement, such changes have been or will be reflected on Forms 3, 4 and 5, filed with the SEC.

These documents may be obtained free of charge from the SEC’s website at www.sec.gov or by accessing the Investor Relations section of Planet 13’s website at https://investors.planet13.com/. Additional information regarding the interests of participants in the solicitation of proxies in connection with the Merger will be included in the proxy statement/prospectus that Vireo expects to file in connection with the proposed Merger and other relevant materials Planet 13 may file with the SEC and applicable Canadian securities regulators.

Vireo, its directors, executive officers, other members of management, and employees, under SEC rules, may be deemed participants in the solicitation of proxies of Planet 13’s stockholders in connection with the Merger. A list of the names of such directors and executive officers and information regarding their interests in Vireo is contained in the sections entitled “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” and “Directors, Executive Officers and Corporate Governance” of Vireo’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 17, 2026, and which is available free of charge at the SEC’s website at www.sec.gov. Additional information regarding the interests of such participants will be contained in the Registration Statement when available.

No Offer or Solicitation

This Form 425 is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made in the United States absent registration under the Securities Act of 1933, as amended (the “Securities Act”), or pursuant to an exemption from, or in a transaction not subject to, such registration requirements. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act. No securities commission or securities regulatory authority in the United States or any other jurisdiction has in any way passed upon the merits of the Merger or the accuracy or adequacy of this communication.

Forward-Looking Information

This Form 425 contains “forward-looking information” or “forward-looking statements” within the meaning of applicable United States and Canadian securities legislation (referred to herein as “forward-looking information”). Forward-looking information contained in this Form 425 may be identified by the use of words such as “should,” “believe,” “estimate,” “would,” “looking forward,” “may,” “continue,” “expect,” “expected,” “will,” “likely,” “subject to,” and variations of such words and phrases, or any statements or clauses containing verbs in any future tense and includes statements regarding expectations around the proposed Merger and the expected timing and benefits thereof; the expected closing date; the approximate value of the consideration to be paid in the Merger; the satisfaction or waiver of the closing conditions set out in the Merger Agreement, including receipt of all regulatory approvals; the expectation that the shares of Planet 13 common stock will be delisted from the Canadian Securities Exchange and OTCQX Market and that Planet 13 will cease to be a reporting issuer under applicable U.S. and Canadian securities laws; and Vireo’s expectations around integration of the operations of its recent and announced acquisitions and timing thereof. These statements should not be read as guarantees of future performance or results. Forward-looking information includes both known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of Vireo, Planet 13 or their respective subsidiaries to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements or information contained in this Form 425. Forward-looking information is based upon a number of estimates and assumptions of management, believed but not certain to be reasonable, in light of management’s experience and perception of trends, current conditions, and expected developments, as well as other factors relevant in the circumstances, including assumptions in respect of current and future market conditions, the current and future regulatory environment, and the availability of licenses, approvals and permits.

Although Vireo and Planet 13 believe that the expectations and assumptions on which such forward-looking information is based are reasonable, the reader should not place undue reliance on the forward-looking information because neither Vireo nor Planet 13 can give any assurance that they will prove to be correct. Actual results and developments may differ materially from those contemplated by these statements. Forward-looking information is subject to a variety of risks and uncertainties that could cause actual events or results to differ materially from those projected in the forward-looking information. Such risks and uncertainties include, but are not limited to: risks related to receipt of necessary regulatory and third-party approvals for completion of the proposed Merger; risks and uncertainties associated with the proposed Merger, some of which are beyond Vireo’s and Planet 13’s control; Vireo’s and Planet 13’s ability to maintain relationships with suppliers, customers, employees and other third parties as a result of the proposed Merger; the effects of the proposed Merger on Vireo, Planet 13 and the interests of various constituents; subject to the successful outcome of the proposed Merger, the nature, cost, impact and outcome of pending and future litigation, other legal or regulatory proceedings, or governmental investigations and actions; risks related to the timing and content of adult-use legislation in markets where Vireo and Planet 13 currently operate; current and future market conditions, including the market price of the subordinate voting shares of Vireo; risks related to epidemics and pandemics; federal, state, local, and foreign government laws, rules, and regulations, including federal and state laws and regulations in the United States relating to cannabis operations in the United States and any changes to such laws or regulations; operational, regulatory and other risks; execution of business strategy; management of growth; difficulties inherent in forecasting future events; conflicts of interest; risks inherent in an agricultural business; risks inherent in a manufacturing business; liquidity and the ability of Vireo to raise additional financing to continue as a going concern; Vireo’s and Planet 13’s ability to meet the demand for flower in their various markets; Vireo’s ability to dispose of its assets held for sale at an acceptable price or at all; and risk factors set out in Vireo’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q and Planet 13’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, which are available on EDGAR with the U.S. Securities and Exchange Commission at www.sec.gov and filed with the Canadian securities regulators and available under Vireo’s and Planet 13’s respective profiles on SEDAR+ at www.sedarplus.com. The statements in this Form 425 are made as of the date of this Form 425. Except as required by law, neither Vireo nor Planet 13 undertakes any obligation to update any forward-looking statements or forward-looking information to reflect events or circumstances after the date of such statements.