Vireo Growth Sets Stage for Planet 13 Acquisition

MINNEAPOLIS – LAS VEGAS – Vireo Growth Inc. and Planet 13 Holdings Inc. have agreed to combine operations under a definitive merger agreement. The move brings together two multi-state Cannabis operators and expands retail reach in several established markets.

Under the terms, each outstanding share of Planet 13 common stock will convert into 0.015383618 of a Vireo subordinate voting share. That exchange equates to a 16.6% premium over Planet 13’s 20-day volume-weighted average price as of July 24, 2026, and a 24% premium to the closing price that day.

The transaction is structured as a merger in which Planet 13 becomes a wholly-owned subsidiary of Vireo. Closing remains subject to Planet 13 stockholder approval (including a majority of disinterested votes), effectiveness of a Form S-4 registration statement with the U.S. Securities and Exchange Commission, Canadian Securities Exchange listing approval for the new Vireo shares, and required state Cannabis regulatory clearances. A $1.8 million termination fee applies in certain circumstances.

Once completed, the deal is expected to add 36 dispensaries and 3 active cultivation and production facilities. In Nevada it includes Planet 13’s flagship Las Vegas superstore, one additional dispensary, roughly 45,000 square feet of active cultivation and production space, expandable capacity of up to 2.3 million square feet, a distribution license, and a Cannabis consumption lounge license. In Florida it contributes approximately 33 dispensaries and two facilities totaling more than 76,000 sq. feet. A single dispensary in Waukegan, Illinois, rounds out the package.

On a pro forma basis that includes previously announced transactions, Vireo projects roughly 17 dispensaries and 150,000 sq. feet of active capacity in Nevada, about 106 dispensaries and 329,000 sq. feet in Florida (placing it as the second-largest dispensary network in that state), and an expanded foothold in the limited-license Illinois market. Across all pending deals the company anticipates operating approximately 265 dispensaries in 15 states, which would make Vireo the largest U.S. Cannabis operator by dispensary count.

Vireo CEO John Mazarakis described the acquisition as consistent with the company’s measured approach to scaling in limited-license states. Planet 13 Co-CEOs Larry Scheffler and Bob Groesbeck pointed to the operational foundation their teams built and expressed confidence in Vireo’s capacity to manage the assets going forward. Both boards unanimously approved the agreement after a special committee of Planet 13 independent directors recommended it; ATB Cormark Capital Markets provided a fairness opinion to that committee.

Integration plans center on folding the new stores and production sites into Vireo’s existing platform with attention to efficiency, product consistency, and customer experience. Upon closing, Planet 13 shares are expected to be delisted from the Canadian Securities Exchange and withdrawn from the OTCQX.

The transaction continues a clear sequence of Vireo consolidations that have steadily increased its retail density in high-barrier markets. The addition of a well-known Las Vegas destination property and a sizable Florida footprint strengthens scale in two states where license scarcity remains a defining feature. Execution risk now shifts to regulatory timing and the practical work of combining systems and cultures – standard considerations in any multi-state Cannabis combination of this size.

Highly Capitalized Network-HCN will watch the stockholder vote and the subsequent integration steps for signals on how effectively the combined platform can convert added square footage and store count into sustained operating performance.