Planet 13 Holdings Inc. filed a definitive proxy statement on November 2, 2026, seeking stockholder approval for a merger with Vireo Growth Inc. at a special meeting scheduled for December 10, 2026.

Key Highlights

  • Exchange ratio: Each share of Planet 13 common stock would convert to 0.015383618 of a Vireo Growth subordinate voting share.
  • Post-merger ownership: According to the filing, current Vireo Growth shareholders as of October 29, 2026 would own approximately 90.62% of Vireo Growth, while current Planet 13 stockholders would own approximately 9.38%.
  • Voting agreements: Larry Scheffler, Robert Groesbeck, Christopher Wren, and David Loop collectively owned approximately 95,575,867 Planet 13 shares as of July 26, 2026, and agreed to vote in favor of the merger.
  • Warrant issuance: Vireo Growth would issue 18,750,000 warrants to purchase 288,443 subordinate voting shares upon exercise of those warrants.
  • Record date: The close of business on October 29, 2026 was fixed as the record date for the special meeting.
  • Board recommendation: The Planet 13 board of directors unanimously recommends stockholders vote "FOR" the merger proposal, acting on the unanimous recommendation of an independent special committee.
  • Dual listings: Planet 13 common stock trades on the Canadian Securities Exchange under "PLTH" and on the OTCQX under "PLNH"; Vireo Growth trades on the Canadian Securities Exchange under "VREO" and on the OTCQX under "VREOF".

Planet 13 and Vireo Growth Merger Terms and Stockholder Vote

Planet 13 Holdings Inc., a Nevada corporation headquartered in Las Vegas that operates cannabis dispensary and entertainment facilities, disclosed the terms of its proposed merger with Vireo Growth Inc. in a definitive proxy statement filed November 2, 2026. According to the filing, the merger agreement was signed on July 26, 2026, and calls for Supernova Merger Sub Inc., a direct wholly owned subsidiary of Vireo Growth, to merge with and into Planet 13, leaving Planet 13 as a direct wholly owned subsidiary of Vireo Growth.

The filing states that Planet 13 stockholders would receive 0.015383618 of a Vireo Growth subordinate voting share for each share of Planet 13 common stock held immediately before the merger closes, excluding treasury shares, shares held by Vireo Growth or its subsidiaries, and any dissenting shares. Based on that exchange ratio and share counts as of October 29, 2026, the filing discloses that existing Vireo Growth shareholders would hold approximately 90.62% of the combined company's outstanding subordinate voting shares, with Planet 13 stockholders receiving approximately 9.38%.

The merger requires approval by a majority of all outstanding Planet 13 common shares and also by a simple majority of votes cast by holders other than founders Larry Scheffler, Robert Groesbeck, and Christopher Wren and their affiliates, consistent with the minority-protection requirements referenced in the filing. A special committee composed solely of independent directors unaffiliated with Planet 13 management reviewed the transaction and unanimously determined that it "are advisable, fair to and in the best interests of the Planet 13 stockholders," according to the filing. The full Planet 13 board, acting on that recommendation, also unanimously approved the merger and directed that it be submitted to stockholders at the December 10, 2026 special meeting, which will be held in a virtual-only format.

What Was Disclosed

Planet 13 Holdings Inc. filed a definitive proxy statement dated November 2, 2026, disclosing the terms of a proposed merger with Vireo Growth Inc., the exchange ratio offered to stockholders, voting agreement commitments from major shareholders, and the December 10, 2026 special meeting date and record date of October 29, 2026.