Vireo Growth Inc. filed a Form 425 on November 10, 2026, disclosing social media communications by its Director of Capital Markets related to the proposed acquisition of Planet 13 Holdings Inc. and the upcoming stockholder vote scheduled for December 10, 2026.

Key Highlights

  • Merger Agreement: Vireo Growth Inc. entered into an Agreement and Plan of Merger with Planet 13 Holdings Inc. and Supernova Merger Sub Inc. on July 26, 2026, under which Vireo will acquire all issued and outstanding equity interests of Planet 13.
  • Social media activity: Sam Armenia, Vireo's Director of Capital Markets, reposted merger-related communications on his X account on November 9, 2026, and made and/or reposted additional communications on November 10, 2026.
  • Registration Statement effective: The Form S-4 registration statement (File No. 333-299395) was declared effective by the SEC on November 2, 2026.
  • Definitive proxy filed: Vireo filed the definitive proxy statement/prospectus pursuant to Rule 424(b)(3) on November 2, 2026; Planet 13 filed it as a Schedule 14A on the same date.
  • Record date and mailing: The record date for the special meeting was October 29, 2026, and Planet 13 commenced mailing the definitive proxy statement/prospectus on or about November 2, 2026.
  • Special meeting date: Planet 13's stockholders are scheduled to vote on the Merger at a special meeting on December 10, 2026.
  • Delisting anticipated: According to the filing, Planet 13 common stock is expected to be delisted from the Canadian Securities Exchange and the OTCQX Market if the Merger is completed.

Vireo Growth and Planet 13 Merger: Social Media Disclosures and Proxy Timeline

The Form 425 was filed by Vireo Growth Inc., a British Columbia corporation, in connection with its pending merger with Planet 13 Holdings Inc., a Nevada cannabis company known for operating large-format dispensary and entertainment facilities. The filing discloses that Sam Armenia, Vireo's Director of Capital Markets, reposted merger-related communications on his personal X account on November 9, 2026, and made and/or reposted further communications on November 10, 2026. The filing does not reproduce the specific text of those posts.

According to the filing, the merger structure involves Supernova Merger Sub Inc., a Nevada corporation and a wholly owned subsidiary of Vireo, as the merger vehicle, with Vireo ultimately acquiring all issued and outstanding equity interests of Planet 13. The Form S-4 registration statement covering the transaction carries SEC File No. 333-299395 and was declared effective on November 2, 2026. On that same date, Vireo filed the definitive proxy statement/prospectus under Rule 424(b)(3), and Planet 13 filed an identical document as a definitive proxy statement on Schedule 14A.

The filing notes that Planet 13 stockholders of record as of October 29, 2026 are eligible to vote at the special meeting set for December 10, 2026. The filing also states that forward-looking statements within the document "should not be read as guarantees of future performance or results," and identifies numerous uncertainties, including regulatory approvals, closing conditions under the Merger Agreement, and minority approval requirements under Multilateral Instrument 61-101 applicable under Canadian securities rules.

What Was Disclosed

Vireo Growth Inc. filed this Form 425 to report social media activity by its Director of Capital Markets relating to the proposed Planet 13 merger. The filing identifies key procedural milestones, including the November 2, 2026 effective date of the Form S-4 and the December 10, 2026 stockholder meeting date.