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Vireo Growth Inc. reports very rapid expansion and outlines its pending merger with Planet 13. Second-quarter GAAP revenue was $209.3 million, up 335% year-over-year, driven by acquisitions, with cannabis revenue of $175.8 million and a new non-cannabis segment contributing $33.5 million. Pro forma revenue assuming recent deals closed was $254.9 million, exceeding a $1 billion annual run rate.
Excluding purchase accounting, gross margin was 47.0%, down 430 bps, reflecting the lower-margin agribusiness mix. Cannabis adjusted gross margin improved to 53%, while non-cannabis was 18%. Net loss narrowed sharply to $0.1 million from $14.9 million, and adjusted EBITDA reached $41.5 million (19.8% margin), up about $28.2 million though at a lower margin than a year earlier.
Vireo ended the quarter with $122.7 million in cash and $1 million in marketable securities, plus a new $65 million asset-based lending facility expandable to $105 million. The company operates about 170 dispensaries across 10 states and, after closing announced deals including FLUENT, C21, The Cannabist assets, Planet 13 and Ohio, expects roughly 270 dispensaries in 15 states. Management emphasizes disciplined consolidation, decentralized local operations, and integration capabilities as it builds a diversified cannabis and agribusiness platform.
Vireo Growth Inc. reports that on August 11, 2026 it released a press communication covering financial results for the three months ended June 30, 2026, furnished as Exhibit 99.1. The same report describes a planned business combination with Planet 13 Holdings Inc. under an Agreement and Plan of Merger dated July 26, 2026. A wholly owned Vireo subsidiary, Supernova Merger Sub Inc., will merge with and into Planet 13, with Planet 13 surviving as a direct wholly owned subsidiary of Vireo. Vireo plans to file a registration statement on Form S-4 containing a proxy statement/prospectus for Planet 13 stockholders regarding the merger and related share issuance, while Planet 13 will file corresponding proxy materials with U.S. and Canadian regulators. The disclosure includes extensive forward‑looking statements language outlining regulatory, integration, market, legal, and financing risks that could affect completion and outcomes of the merger.
Planet 13 Holdings Inc. has agreed to be acquired by Vireo Growth Inc. under an Agreement and Plan of Merger dated July 26, 2026. Supernova Merger Sub will merge into Planet 13, which will survive as a wholly owned subsidiary of Vireo.
At closing, each share of Planet 13 common stock (other than excluded and dissenting shares) will be converted into the right to receive 0.015383618 Vireo subordinate voting share as stock merger consideration. Non‑underwater options will convert into Vireo options; underwater options will be cancelled for no value. RSUs will vest, be settled in Planet 13 shares, and then receive the same stock consideration. Warrants will become exercisable for Vireo shares based on the same exchange ratio with adjusted exercise prices.
Closing is subject to Planet 13 stockholder approvals (including a minority approval standard under Canadian rules), regulatory clearances, and other customary conditions, with an outside date of July 26, 2027, extendable to October 26, 2027. A $1,800,000 termination fee may be payable to Vireo in specified circumstances. Key insiders have signed voting agreements and lock‑ups, with locked shares released in stages at 0, 9, 15 and 18 months after closing.
Planet 13 Holdings Inc. agreed to be acquired by Vireo Growth Inc. under an Agreement and Plan of Merger in which Supernova Merger Sub Inc. will merge with and into Planet 13, leaving Planet 13 as a wholly owned subsidiary of Vireo. At closing, each outstanding share of Planet 13 common stock (other than canceled and dissenting shares) will be converted into the right to receive 0.015383618 subordinate voting share of Vireo as stock consideration. A special committee of independent directors and the full board unanimously determined the merger to be fair and in the best interests of Planet 13 and its stockholders and resolved to recommend that stockholders approve it.
Closing is subject to approval by a majority of outstanding Planet 13 shares and a separate minority vote under Multilateral Instrument 61-101, as well as customary conditions including required regulatory approvals, no legal prohibitions and no Planet 13 material adverse effect. The outside date is July 26, 2027, extendable to October 26, 2027 if cannabis regulatory approvals are pending. Underwater stock options will be canceled for no consideration, while other options convert into Vireo options; all RSUs vest, convert into Planet 13 shares and then receive the merger consideration; warrants become exercisable for Vireo shares based on the exchange ratio with adjusted exercise prices. The agreement includes customary termination rights and a $1,800,000 termination fee payable by Planet 13 to Vireo in specified scenarios, including acceptance of a superior proposal or certain recommendation changes. Key shareholders entered voting agreements to support the deal and lock-up agreements restricting transfers of Vireo shares received, with 5% released at closing and the remainder in tranches at nine, 15 and 18 months after closing.
Vireo Growth Inc. agreed to acquire all issued and outstanding equity of Planet 13 Holdings Inc. through a merger in which Planet 13 will become a wholly owned subsidiary. Each share of Planet 13 common stock (other than excluded or dissenting shares) will be converted into the right to receive 0.015383618 Vireo subordinate voting share as stock consideration.
Outstanding Planet 13 options that are not underwater will convert into Vireo options, while underwater options will be cancelled for no value. Company warrants will become exercisable for Vireo shares based on the same exchange ratio. Closing requires Planet 13 stockholder approvals, satisfaction of customary conditions, and no blocking legal restraints, with outside dates tied to cannabis regulatory approvals.
If the merger terminates in specified circumstances, including acceptance of a superior proposal, Planet 13 must pay Vireo a $1,800,000 termination fee. Key insiders have signed voting agreements supporting the deal and lock-up agreements that stagger the release of their Vireo shares for up to 18 months after closing.
Vireo Growth Inc. has entered into an Agreement and Plan of Merger with Planet 13 Holdings Inc. and Supernova Merger Sub Inc., a wholly owned Nevada subsidiary of Vireo. Under this agreement, Merger Sub will merge with and into Planet 13, and Planet 13 will continue as the surviving corporation as 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 covering the Planet 13 stockholder vote on the merger and the securities to be issued to Planet 13 equity holders. Planet 13 will also file proxy materials with U.S. and Canadian regulators, and its stockholders will receive definitive proxy materials before voting. The disclosure highlights extensive forward‑looking statements and risk factors related to obtaining regulatory and third‑party approvals, maintaining business relationships, integrating operations, market and regulatory conditions (including cannabis laws), financing needs, and other operational and legal risks.
Planet 13 Holdings Inc. reports that it has entered into an Agreement and Plan of Merger dated July 26, 2026 with Vireo Growth Inc. and Supernova Merger Sub Inc., a wholly owned Nevada subsidiary of Vireo. Under this agreement, Merger Sub will merge with and into Planet 13, and Planet 13 will continue as the surviving corporation as 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 regarding the merger and the related issuance of securities. Planet 13 will also file preliminary and definitive proxy materials in both the United States and Canada, and stockholders are directed to carefully review these documents when available before voting on the merger.
Planet 13 Holdings Inc. has entered into a definitive Agreement and Plan of Merger with Vireo Growth Inc. under which Vireo will acquire all outstanding equity of Planet 13 in an all-stock transaction. A Vireo subsidiary will merge into Planet 13, which will continue as a wholly owned subsidiary of Vireo.
Each Planet 13 common share (other than excluded shares) will be converted into the right to receive 0.015383618 of a Vireo subordinate voting share. The consideration represents a 16.6% premium to Planet 13’s 20‑day volume weighted average price and a 24% premium to its last closing price before signing.
The deal is subject to Planet 13 stockholder approval (including a disinterested simple majority), SEC effectiveness of a Form S‑4, Canadian Securities Exchange listing approval for the Vireo shares, and cannabis regulatory approvals. A special committee of independent Planet 13 directors, advised by its own counsel and financial advisor, unanimously recommended the transaction, and both boards unanimously approved it. The agreement includes a US$1,800,000 termination fee payable by Planet 13 to Vireo in specified circumstances. Upon closing, Planet 13 shares are expected to be delisted from the CSE and OTCQX and the company expects to cease to be a reporting issuer.
Strategically, the transaction is expected to add 36 dispensaries, three active cultivation and production assets, and expansion capacity of up to 2.3 million square feet of cultivation and production in Nevada, and to enhance Vireo’s positions in Nevada, Florida, and Illinois. After completion of all previously announced acquisitions, Vireo is expected to operate approximately 265 dispensaries across 15 states.
Planet 13 Holdings Inc. reported the results of its 2026 annual shareholder meeting. Shareholders representing 192,477,800 common shares were present in person or by proxy.
All seven director nominees were elected, with support levels generally above 98 million "for" votes each. Shareholders also approved an amendment to the 2023 Equity Incentive Plan, increasing the shares of common stock authorized for issuance from 32,000,000 to 52,000,000, with 94,405,520 votes for, 20,175,406 against, and 415,251 abstentions. In addition, shareholders ratified the appointment of Davidson & Company LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 185,153,921 votes for, 5,237,410 against, and 2,086,469 abstentions.
Planet 13 Holdings Inc. entered into a separation agreement with former Chief Administrative Officer Lee Fraser on April 27, 2026. The agreement provides an aggregate cash severance of $275,000, payable in eleven equal monthly installments, subject to tax withholdings and his continued compliance with the agreement.
Planet 13 will also continue Mr. Fraser’s monthly vehicle allowance and pay COBRA health insurance premiums for him and eligible dependents through February 28, 2027. Certain previously granted restricted stock units will vest or continue vesting, and any unvested equity will fully vest upon a change of control. The agreement includes a general release, cooperation, confidentiality and non-disparagement covenants, and specifies that Mr. Fraser has no post-employment non-compete obligations.