Vireo Growth and Planet 13 Holdings announced they have entered into a definitive merger agreement under which Vireo will acquire all outstanding equity interests of Planet 13. Under the agreement, each share of Planet 13 common stock will convert into the right to receive 0.015383618 of a Vireo subordinate voting share, representing a 16.6 percent premium over Planet 13’s 20-day volume-weighted average price as of July 24, 2026, and a 24 percent premium over its closing price that day.
The transaction is expected to add 36 dispensaries, three active cultivation and production assets, expansion capabilities of up to 2.3 million square feet in Nevada, a distribution license, and a cannabis consumption lounge license. In Nevada, the deal adds Planet 13’s flagship Las Vegas superstore and one additional dispensary, bringing Vireo’s pro forma Nevada operations to approximately 17 dispensaries and 150,000 square feet of active cultivation and production capacity. In Florida, the deal adds approximately 33 dispensaries and two cultivation and production facilities totaling more than 76,000 square feet, positioning Vireo as the second-largest dispensary network in the state with approximately 106 dispensaries. In Illinois, the transaction adds a dispensary in Waukegan. Following completion of all previously announced and pending acquisitions, Vireo is expected to operate approximately 265 dispensaries across 15 states, positioning it as the largest U.S. cannabis operator by dispensary count.
The transaction is subject to customary closing conditions, including Planet 13 stockholder approval, effectiveness of a Form S-4 registration statement, listing approval from the Canadian Securities Exchange, and applicable cannabis regulatory approvals.
A special committee of independent Planet 13 directors unanimously recommended the transaction after receiving a fairness opinion from ATB Cormark Capital Markets. The merger agreement includes a $1,800,000 termination fee payable by Planet 13 to Vireo under certain circumstances.
Support: Eversheds Sutherland (US) LLP and DLA Piper (Canada) LLP are serving as legal advisors to Vireo, while Cozen O’Connor is serving as legal advisor to Planet 13 and Foley Hoag LLP is serving as legal advisor to the special committee.
KEY QUOTES:
“Planet 13 represents another significant milestone of our disciplined growth strategy. These assets will deepen our existing footprint in Nevada and Florida, while complementing our developing platform in Illinois.”
John Mazarakis, Chief Executive Officer, Vireo
“Our team built exceptional operations and brands across all the markets we serve, and we are proud of what we accomplished together. We believe Vireo is the right long-term steward for our business, with the operational expertise, financial discipline, and strategic vision to build on that foundation and continue delivering value for our stockholders.”
Larry Scheffler, Co-CEO, Planet 13
