# Planet 13 Holdings Inc. (PLNH) — merger/definitive [completed]
Source: SEC API (secapi.ai) · situation sit_d0e074a25da368a76d67 · retrieved 2026-08-11T15:53:11.022Z

## Overview
Planet 13 Holdings Inc. is a Nevada corporation engaged in cannabis cultivation, manufacturing and retail operations.

On July 26, 2026, Planet 13 Holdings Inc. entered into an Agreement and Plan of Merger with Vireo Growth Inc. and Vireo's wholly owned subsidiary Supernova Merger Sub Inc. Under the merger agreement, each outstanding share of Planet 13 common stock will be converted into the right to receive 0.015383618 subordinate voting shares of Vireo. The Company's board of directors, acting on the unanimous recommendation of a special committee of independent and disinterested directors, unanimously approved the merger and determined it to be fair to and in the best interests of the Company and its stockholders. The merger is subject to customary closing conditions, including adoption by the affirmative vote of a majority of outstanding Planet 13 common shares and a simple majority of votes cast by unaffiliated holders (excluding founders and their affiliates), as well as receipt of required regulatory approvals including cannabis regulatory approvals.

## Terms
- Counterparty: Vireo Growth Inc. · Consideration: stock · Premium: 16.6% · Price/share: $0.015383618

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

## Timeline
- 2026-07-27 · 8-K (0001437749-26-024458): 8-K - Planet 13 Holdings Inc. — *Planet 13 Holdings Inc. is a vertically integrated cannabis company with award-winning cultivation, production, and dispensary operations across Nevada, Illinois, and Florida, including the nation's largest dispensary located off The Strip in Las Vegas.* On July 26, 2026, Planet 13 Holdings Inc. and Vireo Growth Inc. entered into a definitive Agreement and Plan of Merger. Pursuant to the merger agreement, Vireo will acquire all issued and outstanding equity interests of Planet 13 through a merger in which each share of Planet 13 common stock 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 and regulatory approvals.
  https://www.sec.gov/Archives/edgar/data/1813452/0001437749-26-024458.txt
- 2026-07-27 · 425 (0001437749-26-024459): 425 - Planet 13 Holdings Inc. — *Planet 13 Holdings Inc. is a vertically integrated multi-state cannabis company with cultivation, production, and dispensary operations across Nevada, Illinois, and Florida, including the nation's largest dispensary located off The Strip in Las Vegas.* On July 26, 2026, Planet 13 Holdings Inc. and Vireo Growth Inc. entered into a definitive Agreement and Plan of Merger, announced July 27, 2026. Pursuant to the merger, each issued and outstanding share of Planet 13 common stock will be converted into the right to receive 0.015383618 of a Vireo subordinate voting share. The exchange ratio 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 by simple majority vote, effectiveness of a Form S-4 registration statement, Canadian Securities Exchange listing approval, and cannabis regulatory approvals. Upon closing, Planet 13 will become a direct wholly owned subsidiary of Vireo.
  https://www.sec.gov/Archives/edgar/data/1813452/0001437749-26-024459.txt
- 2026-07-27 · 425 (0001104659-26-086877): 425 - Planet 13 Holdings Inc. — *Planet 13 Holdings Inc. is a vertically integrated cannabis company with cultivation, production, and dispensary operations across Nevada, Illinois, and Florida, including the nation's largest dispensary located off The Strip in Las Vegas.* Vireo Growth Inc. and Planet 13 Holdings Inc. announced on July 27, 2026 that they entered into a definitive Agreement and Plan of Merger dated July 26, 2026. Under the merger agreement, Vireo's wholly owned subsidiary Supernova Merger Sub Inc. will merge with and into Planet 13, with Planet 13 continuing as the surviving corporation and a direct wholly owned subsidiary of Vireo. Each issued and outstanding share of Planet 13 common stock will be converted into the right to receive 0.015383618 of a Vireo subordinate voting share. The consideration represents a 16.6% premium over Planet 13's 20-day volume weighted average price per share 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 by simple majority vote (excluding certain shares under Multilateral Instrument 61-101), 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/1813452/0001104659-26-086877.txt
- 2026-07-30 · 425 (0001104659-26-088663): 425 - Planet 13 Holdings Inc. — *Planet 13 Holdings Inc. is a Nevada-based cannabis company that cultivates, manufactures and distributes cannabis products through licensed operations in multiple states.* 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). Under the merger agreement, Vireo will acquire all outstanding equity interests of Planet 13, with Planet 13 surviving as a direct wholly owned subsidiary of Vireo. Each 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 merger is subject to customary closing conditions, including adoption by the affirmative vote of a majority of outstanding Planet 13 common stock and a simple majority of votes cast by disinterested holders (excluding founders and affiliates), as well as receipt of required regulatory approvals. The termination date is July 26, 2027, extendable to October 26, 2027 if cannabis regulatory approvals are pending.
  https://www.sec.gov/Archives/edgar/data/1813452/0001104659-26-088663.txt
- 2026-07-30 · 8-K (0001437749-26-025119): 8-K - Planet 13 Holdings Inc. — *Planet 13 Holdings Inc. is a cannabis cultivation, manufacturing and retail company operating in Nevada and other jurisdictions under applicable state cannabis laws.* On July 26, 2026, Planet 13 Holdings Inc. entered into an Agreement and Plan of Merger with Vireo Growth Inc. and its subsidiary Supernova Merger Sub Inc., whereby Vireo will acquire all outstanding equity interests of Planet 13. At the effective time of the merger, each 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 merger is subject to customary closing conditions, including adoption by a majority of Planet 13's outstanding shares and a simple majority of votes cast by unaffiliated shareholders (excluding founders and affiliates), as well as receipt of required cannabis regulatory approvals. The termination date is July 26, 2027, extendable to October 26, 2027 if cannabis regulatory approvals have not been obtained. If the merger agreement is terminated under specified circumstances, Planet 13 must pay Vireo a termination fee of $1,800,000.
  https://www.sec.gov/Archives/edgar/data/1813452/0001437749-26-025119.txt
- 2026-07-30 · 425 (0001437749-26-025120): 425 - Planet 13 Holdings Inc. — *Planet 13 Holdings Inc. is a Nevada corporation engaged in cannabis cultivation, manufacturing and retail operations.* On July 26, 2026, Planet 13 Holdings Inc. entered into an Agreement and Plan of Merger with Vireo Growth Inc. and Vireo's wholly owned subsidiary Supernova Merger Sub Inc. Under the merger agreement, each outstanding share of Planet 13 common stock will be converted into the right to receive 0.015383618 subordinate voting shares of Vireo. The Company's board of directors, acting on the unanimous recommendation of a special committee of independent and disinterested directors, unanimously approved the merger and determined it to be fair to and in the best interests of the Company and its stockholders. The merger is subject to customary closing conditions, including adoption by the affirmative vote of a majority of outstanding Planet 13 common shares and a simple majority of votes cast by unaffiliated holders (excluding founders and their affiliates), as well as receipt of required regulatory approvals including cannabis regulatory approvals.
  https://www.sec.gov/Archives/edgar/data/1813452/0001437749-26-025120.txt

## Citations
- 0001437749-26-024458 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000143774926024458
- 0001437749-26-024459 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000143774926024459
- 0001104659-26-086877 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926086877
- 0001104659-26-088663 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926088663
- 0001437749-26-025119 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000143774926025119
- 0001437749-26-025120 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000143774926025120