# Vireo Growth Inc. (VREOF) — merger/definitive [completed]
Source: SEC API (secapi.ai) · situation sit_c7b8d21550f2d674bcf0 · retrieved 2026-08-11T16:02:32.758Z

## Overview
Vireo Growth Inc. is a British Columbia corporation engaged in the cannabis industry; Planet 13 Holdings Inc. is a Nevada corporation operating cannabis retail and cultivation businesses.

On July 26, 2026, Vireo Growth Inc. (a British Columbia corporation) entered into an Agreement and Plan of Merger with Planet 13 Holdings Inc. (a Nevada corporation) and Supernova Merger Sub Inc. (Vireo's wholly owned subsidiary), whereby Merger Sub will merge with and into Planet 13, with Planet 13 surviving as a direct wholly owned subsidiary of Vireo. Each outstanding share of Planet 13 common stock will be converted into the right to receive 0.015383618 subordinate voting shares of Vireo (the "Exchange Ratio"). The closing is subject to customary conditions, including adoption of the Merger Agreement by the affirmative vote of holders of a majority of outstanding Planet 13 common stock and a simple majority of votes cast by disinterested holders, as well as receipt of required regulatory approvals. The transaction is expected to close by July 26, 2027, subject to extension to October 26, 2027 if cannabis regulatory approvals have not been obtained.

## Terms
- Counterparty: Planet 13 Holdings Inc. · Consideration: stock · Premium: 16.6% · Price/share: $0.015383618

## Key dates
- Announced 2026-07-27 · Expiry 2027-10-26 · Expected close 2027-07-26 · Completed 2026-07-30

## Timeline
- 2026-07-27 · 8-K (0001104659-26-086874): 8-K - Vireo Growth Inc. — *Vireo Growth Inc. is a leading vertically integrated cannabis company building a broad platform across cannabis and adjacent agricultural markets, with operations in 10 states and approximately 170 dispensaries nationwide.* Vireo Growth Inc. announced on July 27, 2026 that it has entered into a definitive Agreement and Plan of Merger dated July 26, 2026 with Planet 13 Holdings Inc., whereby Vireo will acquire all issued and outstanding equity interests of Planet 13 through a merger of Vireo's wholly owned subsidiary Supernova Merger Sub Inc. into Planet 13, with Planet 13 continuing as a direct wholly owned subsidiary of Vireo. Each issued and outstanding share of Planet 13 common stock (other than excluded shares) will be converted into the right to receive 0.015383618 of a Vireo subordinate voting share. The transaction represents a 16.6% premium over Planet 13's 20-day volume weighted average price as of July 24, 2026 and a 24% premium over Planet 13's closing price on that date. The transaction is subject to customary closing conditions including Planet 13 stockholder approval (simple majority of votes cast, excluding certain required exclusions), effectiveness of a Form S-4 registration statement, Canadian Securities Exchange listing approval, and applicable cannabis regulatory approvals.
  https://www.sec.gov/Archives/edgar/data/1771706/0001104659-26-086874.txt
- 2026-07-30 · 8-K (0001104659-26-088659): 8-K - Vireo Growth Inc. — *Vireo Growth Inc. is a British Columbia corporation engaged in the cannabis industry; Planet 13 Holdings Inc. is a Nevada corporation operating cannabis retail and cultivation businesses.* On July 26, 2026, Vireo Growth Inc. (a British Columbia corporation) entered into an Agreement and Plan of Merger with Planet 13 Holdings Inc. (a Nevada corporation) and Supernova Merger Sub Inc. (Vireo's wholly owned subsidiary), whereby Merger Sub will merge with and into Planet 13, with Planet 13 surviving as a direct wholly owned subsidiary of Vireo. Each outstanding share of Planet 13 common stock will be converted into the right to receive 0.015383618 subordinate voting shares of Vireo (the "Exchange Ratio"). The closing is subject to customary conditions, including adoption of the Merger Agreement by the affirmative vote of holders of a majority of outstanding Planet 13 common stock and a simple majority of votes cast by disinterested holders, as well as receipt of required regulatory approvals. The transaction is expected to close by July 26, 2027, subject to extension to October 26, 2027 if cannabis regulatory approvals have not been obtained.
  https://www.sec.gov/Archives/edgar/data/1771706/0001104659-26-088659.txt

## Citations
- 0001104659-26-086874 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926086874
- 0001104659-26-088659 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926088659