Vireo Growth (PLNH) tops $1.02B proforma run rate and details Planet 13 merger

Rhea-AI Filing Summary

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.

Positive

• Q2 2026 GAAP revenue grew 335% year over year to $209.3 million, supported by recently closed acquisitions and same-store sales momentum.
• Adjusted EBITDA increased 212% year over year to $41.5 million with a 19.8% margin, indicating improving profitability on a much larger platform.
• Proforma quarterly revenue reached $254 million and annualized proforma revenue $1.02 billion, illustrating the earnings power of announced and completed transactions.
• Cash of $122.7 million and working capital of $192.6 million, combined with an up to $105 million BMO revolver at relatively low spreads, provide strong liquidity for continued M&A.
• Proforma footprint of 16 states and 270+ dispensaries would make Vireo one of the largest U.S. cannabis operators by store count, enhancing scale and market presence.

Negative

• None.

Filing Explained

Completion remains pending; Planet 13 would become Vireo’s wholly owned subsidiary, with Vireo securities issued to Planet 13 equity holders.

This communication describes the signed July 27 merger agreement as pending: if completed, Planet 13 would become Vireo’s direct wholly owned subsidiary, and Vireo would issue securities to Planet 13 equity holders.

Vireo says it intends to file an S-4 registration statement containing a proxy statement/prospectus; the present communication is expressly not an offer or solicitation, and it does not report that registration, the vote, a securities sale, or the merger closing has occurred.

The proxy statement would solicit Planet 13 stockholder approval, while the prospectus would cover the securities to be issued upon completion. Issuing additional shares increases the total share count and reduces an existing holder’s percentage ownership absent offsetting changes, but this filing gives no exchange ratio, security count, or approximate consideration amount, so dilution and transaction value cannot be sized.

The next specified resolution points are Vireo’s S-4, Planet 13’s definitive proxy statement/prospectus, the Planet 13 stockholder vote, and required regulatory and third-party approvals.

Key Figures

Q2 2026 GAAP Revenue: $209.3 million Q2 2026 Proforma Revenue: $254 million Q2 2026 Adjusted EBITDA: $41.5 million +5 more

8 metrics

Q2 2026 GAAP Revenue $209.3 million Quarterly revenue, up 335% year over year

Q2 2026 Proforma Revenue $254 million Quarterly proforma revenue including completed acquisitions

Q2 2026 Adjusted EBITDA $41.5 million Adjusted EBITDA, up 212% year over year

Adjusted EBITDA Margin 19.8% Q2 2026 margin based on Adjusted EBITDA

Cash and Cash Equivalents $122.7 million Cash balance at June 30, 2026

Working Capital $192.6 million Working capital excluding specified tax items and contingent consideration

BMO ABL Facility Capacity $105 million Total asset-based revolving credit facility including accordion

Proforma Dispensary Count 270+ dispensaries Proforma footprint as of August 11, 2026

Key Terms

Adjusted EBITDA, proforma revenue, asset-based revolving credit facility, Term SOFR, +2 more

6 terms

Adjusted EBITDA financial

"EBITDA and Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Gross Profit"

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

proforma revenue financial

"proforma revenue, proforma revenue per share, and revenue per share are non-GAAP measures"

Proforma revenue is a company’s reported sales total that’s been adjusted to exclude or include certain items—such as one-time gains or the sales of an acquired business—to show how revenue would look under a specific set of assumptions. Investors use it like a cleaned-up snapshot to judge the company’s underlying sales trend or to compare performance across periods, but it can differ from official accounting figures because management chooses which items to adjust.

asset-based revolving credit facility financial

"Announced new asset-based revolving credit facility with Bank of Montreal for a $65M initial commitment"

A loan arrangement where a lender agrees to make funds available up to a set limit that a borrower can draw, repay, and draw again, with the amount available tied to the value of specific assets (like inventory, receivables, or equipment) pledged as collateral. It matters to investors because it provides flexible working capital while limiting risk exposure: the company can fund growth or cover shortfalls quickly, but borrowing capacity can shrink if asset values fall.

Term SOFR financial

"priced at Term SOFR + 1.75%–2.00%"

Term SOFR is a benchmark interest rate that reflects the cost of borrowing money over a specific period, based on actual transactions in the financial markets. It is used by lenders and borrowers to set the interest rates on loans and financial contracts, helping to ensure rates are fair and transparent. For investors, understanding term SOFR helps gauge borrowing costs and the overall direction of interest rates in the economy.

Schedule III rescheduling regulatory

"Schedule III rescheduling if implemented in a manner favorable to the industry, could reduce tax burden"

future-oriented financial information regulatory

"constitutes “future-oriented financial information” or “financial outlooks” within the meaning of applicable Canadian securities laws"

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Available on EDGAR 08/11/2026 - 11:56 AM Accepted by SEC EDGAR 08/11/2026 - 11:55 AM Learn about SEC filing dates

FAQ

How much did Vireo Growth (PLNH) generate in Q2 2026 revenue?

Vireo reported Q2 2026 GAAP revenue of $209.3 million, an increase of 335% year over year. Proforma revenue, assuming key acquisitions for the full quarter, was $254 million, highlighting the larger scale of the combined platform.

What was Vireo Growth (PLNH) Q2 2026 Adjusted EBITDA and margin?

Adjusted EBITDA in Q2 2026 was $41.5 million, up 212% year over year, with a reported 19.8% Adjusted EBITDA margin. On an annualized basis this equates to about $166 million, reflecting cost discipline and integration benefits.

How large is Vireo Growth’s (PLNH) dispensary footprint after announced deals?

As of June 30, 2026, Vireo operated in 10 states with 170+ dispensaries. On a proforma basis including announced acquisitions through August 11, 2026, the footprint expands to 16 states and 270+ dispensaries, one of the largest U.S. networks.

What liquidity and credit facilities does Vireo Growth (PLNH) have?

Vireo ended Q2 2026 with $122.7 million in cash and $192.6 million of working capital. It also secured an asset-based revolving credit facility led by Bank of Montreal, offering up to $105 million at Term SOFR + 1.75%–2.00%.

What are Vireo Growth’s (PLNH) acquisition and valuation targets?

Vireo targets acquisition valuations around 4x EBITDA, primarily structured as all-equity deals. Management states transactions are modeled to be quickly accretive, enhancing market density, purchasing leverage, and cross-selling opportunities across its cannabis and agribusiness platform.

What merger involving Vireo Growth (PLNH) and Planet 13 is described?

Vireo and Planet 13 entered a Merger Agreement under which a Vireo subsidiary will merge into Planet 13, making Planet 13 a wholly owned Vireo subsidiary. Vireo plans to file a Form S-4 registration statement, and Planet 13 will seek stockholder approval via proxy materials.

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

CSE: VREO OTCQX: VREOF Investor Presentation AUGUST 2026 A Cannabis Company With a Mission.

CSE: VREO | OTCQX: VREOF 2 CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION: This presentation includes information, statements, beliefs, and opinions which are forward-looking, and which reflect current estimates, expectations, and projections about future events, referred to herein and which constitute “forward-looking statements” or “forward-looking information” within the meaning of Canadian and U.S. securities laws. Statements containing words such as “believe”, “expect”, “intend”, “should”, “seek”, “anticipate”, “will”, “positioned”, “plan”, “may”, “estimate”, “could”, “continue”, “outlook”, “strategy”, “initiative”, “foreseeable”, “potential”, “guidance”, “future”, “priorities”, “opportunity”, “likely”, or, in each case, their negative, plural, and words of similar meaning are intended to identify forward-looking statements. By their nature, forward-looking statements involve a number of known and unknown risks, uncertainties and assumptions concerning, among other things, the Company’s anticipated business strategies, anticipated trends in the Company’s business and anticipated market share, that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein. In addition, even if the outcome and financial effects of the plans and events described herein are consistent with the forward-looking statements contained in this document, those results or developments may not be indicative of results or developments in subsequent periods. Although the Company has attempted to identify important risks and factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors and risks that cause actions, events or results not to be as anticipated, estimated, or intended, including those described in the Risk Factors section of our Form 10-K for the year ended December 31, 2025 filed with the U.S. Securities and Exchange Commission and under the Company’s profile on SEDAR+. Forward-looking information contained in this presentation is based on the Company’s current estimates, expectations and projections, which the Company believes are reasonable as of the current date. The Company can give no assurance that these estimates, expectations and projections will prove to have been correct. You should not place undue reliance on forward-looking statements, which are based on the information available as of the date of this document. Forward-looking statements contained in this document are made of the date of this presentation and, except as required by applicable law, the Company assumes no obligation to update or revise them to reflect new events or circumstances. Historical statements contained in this presentation regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. In this regard, certain financial information contained herein has been extracted from, or based upon, information available in the public domain and/or provided by the Company. In particular historical results should not be taken as a representation that such trends will be replicated in the future except for expressly identified future-oriented financial information. No statement in this document is intended to be nor may be construed as a profit forecast. CAUTIONARY NOTE REGARDING FUTURE-ORIENTED FINANCIAL INFORMATION: To the extent any forward-looking information in this presentation constitutes “future-oriented financial information” or “financial outlooks” within the meaning of applicable Canadian securities laws, such information is being provided to demonstrate the anticipated market penetration and the reader is cautioned that this information may not be appropriate for any other purpose and the reader should not place undue reliance on such future-oriented financial information and financial outlooks. Future-oriented financial information and financial outlooks, as with forward-looking information generally, are, without limitation, based on the assumptions and subject to the risks set out above under the heading “Cautionary Note Regarding Forward-Looking Information”. Vireo’s actual financial position and results of operations may differ materially from management’s current expectations and, as a result, Vireo’s revenue and expenses may differ materially from the revenue and expenses profiles provided in this presentation. Such information is presented for illustrative purposes only and may not be an indication of Vireo’s actual financial position or results of operations. NON-GAAP FINANCIAL MEASURES: EBITDA and Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Gross Profit, and Adjusted Gross Profit Margin, Adjusted EBITDA per share, annualized Adjusted EBITDA per share, proforma revenue, proforma revenue per share, and revenue per share are non-GAAP measures, ratios and other financial measures, as applicable, and do not have standardized definitions under U.S. GAAP accounting principles. EBITDA represents net income (loss) adjusted to exclude interest, income taxes, depreciation, and amortization. This supplemental non-GAAP financial measures should not be considered superior to, as a substitute for or as an alternative to, and should be considered in conjunction with, the GAAP financial measures presented. PROFORMA FINANCIAL MEASURES: Proforma results give effect to the acquisitions Vireo Health of Rocky Mountain, Eaze, Hawthorne, Bridgewell, and PharmaCann as if they were completed on April 1, 2026. Operational proforma metrics, including store counts, state counts and footprint data, may assume completion of announced acquisitions and are identified where used. Proforma information has been presented for informational purposes only and is not necessarily indicative of the Company’s past results of operations, nor is it indicative of the future operating results of the Company and should not be considered a substitute for the financial information presented in accordance with GAAP. SHARE CONSOLIDATION: All shares in this presentation give effect to the 30-1 share consolidation, announced June 5, 2026. Forward Looking Statement Disclaimer

Vireo is an integrated operating platform serving cannabis and complementary agriculture businesses Vireo combines local cannabis market leadership with a growing agribusiness platform to create scale, improve operating economics and compound shareholder value through disciplined capital allocation. CSE: VREO | OTCQX: VREOF 3 10 States ~170 Dispensary Locations ~1M sq ft Cultivation Expanding Ancillary Markets ~4500 Employees Q2 2026* *Excludes announced acquisitions that have not closed as of June 30, 2026

Two Growth Engines, One Integrated Platform. CSE: VREO | OTCQX: VREOF 4 Winning local cannabis markets while building agricultural capabilities that strengthen platform economics Organic Growth Operating Leverage Scalable Cash Flow Shareholder Value Cannabis Engine: Win Local Markets Agribusiness Engine: Scale & Strengthen Platform Market density Build meaningful scale in core markets Local teams and brands Retain operators and relationships Platform support Apply capital, procurement, technology, data intelligence & operating tools National platform Serve traditional agriculture and cannabis companies across North America In-house optionality for Vireo footprint Supply our growing cannabis platform Economic value unlock Improve cost, reliability, purchasing power and margin opportunity Integrated Platform Shared Capabilities Capital Procurement Technology Distribution Operating Playbook

How We Got Here How We Got Here Vireo has successfully implemented a growth strategy in 2025, combining M&A and organic expansion, positioning itself as a leading operator in the sector. CSE: VREO | OTCQX: VREOF 5 Announced JV with Glass House Brands to enhance distribution and supply chain scale in California Q3 – Announced merger with Planet 13 to gain depth in NV, FL and add to emerging IL platform Closed acquisitions of Schwazze, Eaze, and Hawthorne in March-April Q3 – Announced four-deal transaction to enter Ohio with cultivation, processing and up to eight dispensaries Chicago Atlantic converted ~$10.5M of convertible notes into ~73M shares in mid- 2024 2014 2018 2019 2020 2021 2022 2024 2025 2026 Kyle Kingsley stepped down as CEO in 2023, Josh Rosen and Amber Shimpa each held the role before John Mazarakis was appointed CEO & Co- Executive Chairman in December 2024 Company established by Kyle Kingsley, a board- certified physician and medical entrepreneur Received first license in Minnesota, launching cultivation, manufacturing and dispensary operations Acquired Minnesota Medical Solutions and Empire State Solutions Completed reverse takeover with Vireo U.S., rebranded, and began trading on the CSE and OTCQX Acquired Charm City Medicus dispensary assets in Baltimore Acquired Nevada Cannabis Company in Nevada and Red Barn Growers in New Mexico Minnesota Medical Solutions rebranded as Vireo Health of Minnesota, with retail stores operating under Green Goods Vireo entered into Arrangement Agreement to be acquired by Verano Holdings Corp. Q3 – Announced License deal to enter Pennsylvania with up to six dispensaries Q3 – Closed on PharmaCann acquisition, ending MSA in CO Verano terminated agreement in October, leading to litigation that settled in December 2025 Q3 – Announced agreement to acquire certain assets from The Cannabist – going deeper in CO and entering four new states: MA, WV, NJ, IL Q3 - Announced ABL Credit facility of $85 plus $20M accordion, with BMO Successfully refinanced all of the existing Sr Sec debt at an industry leading interest rate of ~8% Announced $49M all-stock acquisition of 17 PharmaCann dispensaries in Colorado Q2 - Closed Bridgewell Agribusiness and Eaze Transactions Announced $47M all- stock acquisition of Eaze, with operations in CA, CO, and FL Q2 - Announced Agreement to acquire C21 Investments Announced $75M equity financing supported by Chicago Atlantic, and acquisitions of Proper Brands (MO), Deep Roots (NV), WholesomeCo (UT) and Arches Announced plans to acquire Schwazze notes, resulting in ownership of 45 dispensaries in CO and NM Announcing acquisition of Fluent Corp in April, expanding market leadership in FL (33 new stores + 4 grow facilities) and NY (1 retail + 1 grow facility) Entered PharmaCann MSA in March 2026 Closed WholesomeCo Cannabis, Arches merger in May 2025 Closed its Proper Brands and Deep Roots acquisitions in June 2025

A Target Rich Consolidation Opportunity 6 The Consolidation Window is Now Vireo believes current market conditions create a consolidation opportunity Strong Assets are available because operators are Balance Sheet Constrained during a perfect moment of an Industry reset Multiple high-growth, interconnected markets, all supporting the same platform. We have the balance sheet, an executive team with the expertise, and the vision to execute quickly and take advantage of the window.

CSE: VREO | OTCQX: VREOF Acquiring High-Quality Assets at Attractive Valuations • Financially constrained, operationally strong businesses • Proven local management teams support decentralized structure • Opportunities to strengthen our vertically integrated platform • Going deep, increasing market density and operating leverage • Creating procurement, operational, and revenue synergies across platform CSE: VREO | OTCQX: VREOF 7 Target Model: Valuations targeted at 4x EBITDA Primarily All- Equity Deals Modeled to be Quickly Accretive What we look for: Vireo is successfully implementing a growth strategy where each acquisition strengthens the platform Building an Integrated Platform .

CSE: VREO | OTCQX: VREOF 8 HA-MD dispensaries M3 Dispensary Nevada JV JV Cannabis Segment (announced to date) Non-Cannabis (agribusiness) Creating a broad, differentiated platform that is difficult to replicate CSE: VREO | OTCQX: VREOF Infrastructure Creates a Competitive Advantage National scale, executed locally with experienced operating teams Targeting $100M+ In Every Market we operate in Current Vireo Footprint Hawthorne, Bridgewell Proforma Footprint

9 *Proforma metrics based on all announced acquisitions through August 11, 2026. Largest dispensary network in U.S. with ~270 stores, and one of the largest by market penetration on a proforma basis* Same store sales increased 7% yoy in Q2 2026 given integration & optimization efforts

CSE: VREO | OTCQX: VREOF 10 Combined Platform Vision Starting To Take Shape . . . Vireo has the largest dispensary footprint in these markets NV CO NM FL 21 Stores ~2% 105* Stores ~14% 16* Stores ~15% National supply distribution to current traditional ag and cannabis cultivation customers Ag Inputs Hydroponics Lighting Distribution In Q2 2026, Vireo eclipsed a billion- dollar run rate on a proforma* revenue basis Expanding into captive market opportunities for improved margins and results Sample states: ▲ *Proforma metrics based on all announced acquisitions through August 11, 2026, and market share estimates are based on latest state data for number of operational dispensaries and company data. This is not a forecast of annual revenue. 69* Stores ~10% Local market leadership Greater cannabis demand Agribusiness supply opportunity .. Purchasing & margin leverage ▲ ▲ ▲ New states gaining share

Why C21? Leading Market Share in Nevada Value Creation Investment Case Study: C21 Announced acquisition of C21, a leading operator in Nevada, with its award-winning Silver State Relief* Investment Case Study: C21 Announced acquisition of C21, a leading operator in Nevada, with its award-winning Silver State Relief* •Strong retail footprint in Northern Nevada with 3 high-volume dispensaries •725,000 customer transactions annually •Expanding rather than cannibalizing the platform •Long track record of generating positive FCF •Synergies to unlock from C21’s retail brand expertise •Expanded operating scale & cultivation/manufacturing capacity by >100k sqft •Proven track record of scaling dispensaries to $10+ million run rate per store •Acquired at an attractive valuation, with a double-digit free cash flow yield •Increased market density and expanded geographic footprint in Nevada •Complementary retail network to existing footprint •Same Store Sales Growth: C21 +15% year-over-year on record transactions •Turn-key free cash flow generation •Clean balance sheet with no net debt •~5% retail market share add in Nevada $109.60 $0.00 $50.00 $100.00 $150.00 Retail $31.32 Revenue (in MM $USD) Deep Roots (Q1 proforma annualized) C21 (FY26 reported) Demonstrating how Vireo identifies high-quality assets, acquires them at attractive valuations, integrates into its platform, and creates immediate shareholder value. Integration Investment Rationale CSE: VREO | OTCQX: VREOF 11 * The data on this slide is based on C21 information reviewed by management.

CSE: VREO | OTCQX: VREOF 12 Our Vision: the Flywheel Effect Acquire Integrate Generate Optimize Cash Flow Reinvest A Simple Formula 10 Transactions closed since December 2024 7 Transactions announced and pending A robust pipeline across the platform Vireo is actively integrating, optimizing and leveraging our platform to gain: Market density Purchasing leverage Cross-selling opportunities Strong, local leadership Supply chain advantages Value creation for shareholders + + = Our competitive advantage is smart, repeatable capital allocation

CSE: VREO | OTCQX: VREOF 13 Cannabis Industry & Regulatory Catalysts Industry consolidation creating opportunities to acquire quality assets at attractive valuations State market maturation driving higher revenues and operating leverage Improving pricing environment as weaker competitors are acquired and excess capacity exits the market Potential exchange uplisting expanding institutional ownership, improving liquidity, and lowering the cost of capital Schedule III rescheduling if implemented in a manner favorable to the industry, could reduce tax burden and increase free cash flow Expanded banking access if enacted or made available, could lower financing costs and improve capital availability Catalysts have potential to improve sector economics, expand capital access, and accelerate consolidation, strengthening opportunity for scaled, well-capitalized operators like Vireo.

CSE: VREO | OTCQX: VREOF 14 Positioned to Create Long-Term Shareholder Value • Leading market consolidator – Proven acquisition and integration strategy • Market Structure – Fragmented industry/significant consolidation opportunity. • Infrastructure advantage – Cultivation, manufacturing, distribution, retail, and Agri infrastructure assets. • Scalable cash flow – Operating leverage improves with scale. • Long runway – Vireo has a repeatable playbook for acquiring high- quality businesses, integrating them into its platform and compounding value In Q2 2026 Vireo eclipsed a billion-dollar run rate* on a proforma revenue basis Targeting $100M+ in every market in which we operate Strong Assets available because operators are Balance Sheet Constrained during a perfect moment of an Industry reset On a sequential proforma basis*** Revenue per Share ▲ 23% Acquisitions are intended to accelerate organic growth *Run rate is based on the Q2 2026 proforma revenue results reflecting completed acquisition and is not a forecast of annual revenue and does not include or anticipate future revenue from pending acquisitions: FLUENT, C21, The Cannabist, Planet 13 or the Ohio transaction. ***Proforma revenue reflects announced and completed acquisitions owned for the full reporting period, including Vireo Health of Rocky Mountain, Eaze, Hawthorne, Bridgewell, and PharmaCann. Same store sales increased 6% in Q2 2026 on YoY basis** given integration & optimization efforts **Same Store Sales metric reflects FY 2026 compared to FY 2025 on a proforma basis including closed transactions in Q2 as a proxy for the metric as it includes acquired retail to show optimization efforts. Target Model: Valuations targeted at 4xEBITDA, Primarily All-Equity deals, and modeled to be Quickly Accretive

CSE: VREO | OTCQX: VREOF 15 Leadership The executive team, led by John Mazarakis and complemented by Tyson Macdonald, is uniquely positioned to capitalized on their vast experiences in operational and institutional investing and lead Vireo Growth in becoming the top cannabis operator in the US. Founder of the largest and most successful credit and equity fund in the cannabis space; closed more than ~$2 billion in debt and equity investments. Took public NASDAQ: REFI (cannabis REIT) in December 2021, which has outperformed all REIT peers on a net return basis. Led the acquisition of NASDAQ: SSIC to establish a >$300M cannabis BDC vehicle. Closed a strategic investment in an investment vehicle that provides control on ~$800M AUM. Successfully closed the acquisitions of three cannabis operators in May and June 2025 followed by four additional marquee transactions in 2026 (1). Raised ~2$ billion AUM in just 48 months (focused on cannabis industry investing). Sold Legacy Foods in a 20x exit, to Ferraro, a portfolio company of Kelso ($40 billion AUM private equity firm). Successful owner-operator of a regional chain of restaurants with delivery capability and services (grew from one store to over 40 with delivery expertise). Raised $81M of equity offering in Dec 2024 for Vireo – One of the largest (only) equity raises in the sector in recent years. Two Decades of Strategy investment experience, working with startups and mature public companies. Led M&A and Financing activities for fastest growing cannabis company in the U.S..

Confidential Material | CSE: VREO | OTCQX: VREOF 16 Vireo Growth Q2 2026 FINANCIALS

CSE: VREO | OTCQX: VREOF • Q2 GAAP revenue of $209.3 million increased 335% yoy, driven by recently closed M&A transactions • Assuming the completion of all announced acquisitions, Vireo will become the largest U.S. cannabis operator by dispensary count with approximately 270 dispensaries, and among the largest U.S. cannabis companies by revenue. • Closed the Hawthorne, Eaze and the Bridgewell Agribusiness transactions during the second quarter • Announced the FLUENT and C21 acquisitions, expanding our retail footprint in Florida and further strengthening our platform in Nevada. • Company closed Q2 with $122.7 million in cash; expects to remain acquisitive subject to market conditions, regulatory approvals and execution risk. • Closed on the acquisition of PhytoNatural for a dispensary license, allowing up to 6 dispensaries. • Announced an asset purchase agreement, for select The Cannabist assets, expanding our Colorado platform and entering Massachusetts, New Jersey, West Virginia, and Illinois. • Announced merger agreement with Planet 13, deepening Nevada and Florida while expanding Illinois platform. • Announced a four-deal transaction to establish vertical presence in Ohio, our 16th state. • Closed the PharmaCann acquisition (exiting MSA), deepening our market position in Colorado • Announced new asset-based revolving credit facility with Bank of Montreal for a $65M initial commitment, expandable to $85M with an additional $20M accordion (up to $105M total), priced at Term SOFR + 1.75%–2.00%. Q2 2026 Highlights Subsequent Events Q2’26 Highlights and Subsequent Events 17

10 States 170+ Dispensary Locations ~1M sq ft Cultivation Expanding Ancillary Markets 4500 Employees 16 States 270+ Dispensary Locations 1M+ sq ft Cultivation Expanding Ancillary Markets 5000+ Employees Current as of June 30, 2026 Proforma* as of August 11, 2026

CSE: VREO | OTCQX: VREOF Q2’26 Highlights and Subsequent Events 18 *Proforma metrics based on all announced acquisitions through August 11, 2026. Provided for illustrative purposes and not indicative of future results. Q2 2026 REVENUE $209.3M ▲ 335% YoY Q2 2026 Proforma Revenue* $254.9M KEY TAKEAWAY Revenue growth reflects a combination of organic same-store sales momentum and change in revenue from the comparable operating platform. Proforma revenue highlights the earnings power of the expanded platform. *Proforma revenue reflects completed acquisitions had been owned for the full reporting period, including Vireo Health of Rocky Mountain, Eaze, Hawthorne, Bridgewell, and PharmaCann. Proforma revenue is not necessarily indicative of future operating results. $25 $24.5 $48.1 $91.7 $104.5 $106.2 $210 $209.3 $255 0 50 100 150 200 250 300 Q4 2024 Q1 2025 Q2 2025 Q3 2025 Q4 2025 Q1 2026 Q2 2026 GAAP Revenue Proforma Revenue per share $3.85 Proforma Revenue/share $4.69 Revenue Growth – Path to Significant Scale CSE: VREO | OTCQX: VREOF 19 Annualized Revenue $837.2B Annualized Proforma* $1.02B

Q2 2026 AEBITDA $41.5M ▲ 212% YoY AEBITDA Margin 19.8% KEY TAKEAWAY Continued integration, operating discipline and margin expansion drove Adjusted EBITDA to $41.5 million. $6.6 $29.5 $13.2 $25.4 $29.5 $32.7 $41.5 0 5 10 15 20 25 30 35 40 45 Q4 2024 Q1 2025 Q2 2025 Q3 2025 Q4 2025 Q1 2026 Q2 2026 GAAP AEBITDA AEBITDA per share* $0.76 *AEBITDA per share contemplates 54.4M shares outstanding on a treasury method basis using a share price of $15.00 **Annualized AEBITDA is not necessarily indicative of future operating results. AEBITDA – Growing Profitability Across an Expanding Platform CSE: VREO | OTCQX: VREOF 20 AEBITDA Annualized** $166M

Balance Sheet Highlights • Strong liquidity supports disciplined acquisitions. • New ABL facility provides additional financial flexibility. • Capital allocation remains focused on accretive growth. • Balance sheet positioned to support continued expansion. KEY TAKEAWAY Revenue per share increased meaningfully as acquisitions start to translate into shareholder value. 1.81 1.56 1.35 2.55 2.61 2.65 3.85 0 0.5 1 1.5 2 2.5 3 3.5 4 4.5 Q4 2024 Q1 2025 Q2 2025 Q3 2025 Q4 2025 Q1 2026 Q2 2026 GAAP/Proforma* Revenue per Share Revenue/share *Proforma Revenue reflects completed acquisitions had been owned for the full reporting period, including Vireo Health of Rocky Mountain, Eaze, Hawthorne, Bridgewell, and PharmaCann. Per Share Growth – Building Shareholder Value CSE: VREO | OTCQX: VREOF 21 Balance Sheet Highlights • Strong liquidity supports disciplined acquisitions. • New ABL facility provides additional financial flexibility. • Capital allocation remains focused on accretive growth. • Balance sheet positioned to support continued expansion. 0.48 0.42 0.37 0.71 0.74 0.82 0.76 0.3 0.4 0.5 0.6 0.7 0.8 0.9 Q4 2024 Q1 2025 Q2 2025 Q3 2025 Q4 2025 Q1 2026 Q2 2026 GAAP AEBITDA per Share AEBITDA/share AEBITDA Per Share Annualized** $3.05 Revenue Per Share Annualized** $15.39 Through Accretive M&A **Annualized revenue/share and AEBITDA/share based on Q2 revenue run rate and a constant 54.4M treasury-method diluted share count, using underlying whole numbers so may not round perfectly Proforma Revenue Per Share Annualized** $18.74

Cash & Cash Equivalents $122.7 Balance Sheet Highlights • Strong liquidity supports disciplined acquisitions. • New ABL facility provides additional financial flexibility. • Capital allocation remains focused on accretive growth. • Balance sheet positioned to support continued expansion. KEY TAKEAWAY A strong balance sheet provides the flexibility to continue executing our disciplined strategy. 86.3 99.1 97.2 102.2 122.4 122.7 20 40 60 80 100 120 140 Q1 2025 Q2 2025 Q3 2025 Q4 2025 Q1 2026 Q2 2026 Cash and Cash Equivalents Cash Q2’26 Balance Sheet & Liquidity CSE: VREO | OTCQX: VREOF 22 Working Capital* $192.6Net Debt $176.1M Excluding convertible debt * Excludes uncertain tax liabilities, income tax receivable, and contingent consideration related to the earn-outs

23 Total Facility Capacity $105M $20 M Accordion Capacity $65 M Initial Commitment $20 M Expandable Capacity Term SOFR plus 1.75%–2.00% • Secured through its subsidiary Prolific Supply, Vireo’s non-cannabis business segment • Led by Bank of Montreal • Scalable capital up to $105M • Industry leading rates • Term SOFR plus 1.75%–2.00% or a base rate plus 0.75%–1.00% depending on availability • Structured at 5-year revolving credit facility KEY TAKEAWAY Enhances financial flexibility, lowers borrowing costs, and funds strategic growth with market leading rates. CSE: VREO | OTCQX: VREOF Asset-based Revolving Credit Facility

Q2 2026 Capitalization Table SHARE PRICE $9.44 USD – OTC: VREOF BASIC SHARES OUTSTANDING 46.1M BASIC MARKET CAP $471.6M Net LT Debt & Convertible Debt $322.4M Finance Lease Liabilities $8.8M Income Tax Receivable $20.5M Indemnified Tax Assets $48.8M Uncertain Tax Liability $172.8M 3,183,465 Fully diluted shares outstanding as of June 30, 2026 58,070,114 24 Convertible Debt Warrants (@ average strike US $22.34) RSUs 2,098,159 Total Subordinate Voting Shares (w MVS converted) FD Treasury Method Shares Outstanding (@ share price of US$15.00 as of 6/30/26) BALANCE SHEET 45,816,626 1,091,448 STOCK Cash Balance $122.7M 54.4M July 31, 2026 $753M Implied Equity Value 1,249,075 CSE: VREO | OTCQX: VREOF Contingent Consideration 1,158,658 SHARE CLASS Options (@ average strike US $14.31) Uncertain Tax Liability $172.8M 3,183,465 Shares in Escrow 3,472,683

25 Building an integrated platform through disciplined acquisitions that strengthen our cannabis operations, expand adjacent agricultural capabilities, and create long-term shareholder value.

CSE: VREO OTCQX: VREOF

Legal Appendix: Additional Information and where to find it On July 27, 2026, the Company and Planet 13 Holdings Inc., a Nevada corporation (“Planet 13”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of July 26, 2026, by and among Vireo, Planet 13 and Supernova Merger Sub Inc., a Nevada corporation and a wholly owned subsidiary of Vireo (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub will merge with and into Planet 13 (the “Merger”), 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 communication 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 communication 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 communication 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 communication 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 press release. 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 communication are made as of the date of this communication. 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. Confidential Material | CSE: VREO | OTCQX: VREOF 27