425 ·Filed Jul 27, 2026

PLNH

Planet 13 Holdings Inc.
BULLISH
Impact 7/10
Horizonmonths Processed2mo ago SEC0001104659-26-086877
Rule 425 M&A communications
Actionable Insight ▲ Bullish

Planet 13 shareholders should evaluate the exchange ratio and Vireo's stock as the sole consideration. The arbitrage spread will depend on Vireo's share price and deal-closing probability. Monitor for the S-4 filing, stockholder vote timing, and cannabis regulatory approvals. The deal is likely to close within months, but execution risk exists.

DirectionBullish
Confidencehigh
Horizonmonths
Latest settled — T+20d ⚠ clustered
PLNH ▲ +18.46% at T+20d
LONG call ✓ call won +18.46% · α vs SPY +15.16% · entry $0.1200 → $0.1421
Next anchor: T+60d in 17d
Latest observation: T+44 +40.23% FF3 residual α
Entry anchored
Jul 27, 2026
via day open
T+1d
-2.50%
call -2.50% · α -2.74%
$0.1170
settled 2mo ago
T+5d
-3.75%
call -3.75% · α -6.26%
$0.1155
settled 2mo ago
T+20d
+18.46%
call +18.46% · α +15.16%
$0.1421
settled 6w ago
T+60d
—
call — · α —
—
in 17d

Price Chart

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Executive Summary

Vireo Growth Inc. has entered into a definitive merger agreement to acquire Planet 13 Holdings Inc. in an all-stock transaction. Planet 13 shareholders will receive 0.015383618 Vireo shares per Planet 13 share, representing a 16.6% premium over the 20-day VWAP and a 24% premium over the closing price as of July 24, 2026. The deal is expected to add 36 dispensaries and significant cultivation capacity to Vireo's platform, creating the largest U.S. cannabis operator by dispensary count.

Key Financial Metrics

Premium
16.6%
Deal Type
merger

Key Facts

  • Exchange ratio: 0.015383618 Vireo subordinate voting shares per Planet 13 share
  • Premium: 16.6% over 20-day VWAP, 24% over closing price as of July 24, 2026
  • Termination fee of $1,800,000 payable by Planet 13 under certain circumstances
  • Addition of 36 dispensaries, 3 active cultivation/production assets, and up to 2.3 million sq ft of expandable capacity in Nevada
  • Pro forma Vireo expected to operate ~265 dispensaries across 15 states, largest U.S. cannabis operator by dispensary count
  • Special committee formed and fairness opinion received from ATB Cormark Capital Markets
  • Subject to Planet 13 stockholder approval, SEC S-4 effectiveness, CSE listing, and cannabis regulatory approvals

Financial Impact

Planet 13 shareholders receive a 16.6%–24% premium in Vireo stock; deal value is not disclosed in dollars but is contingent on Vireo's share price.

dilutionmarket capitalizationenterprise value

Risk Factors

  • Planet 13 stockholder may not approve the merger
  • Regulatory cannabis approvals could delay or block the transaction
  • Vireo's stock price decline would reduce the effective consideration for Planet 13 shareholders
  • Integration risk across 15 states and 265 dispensaries

Market Snapshot

Exchange
OTC
Sector
Agricultural Production-Crops
Analyst Consensus
78% bullish (9 analysts)

Investment Themes

Consumer & Retail

Documents Analyzed

This report is based on 5 SEC documents filed with EDGAR.

DocumentAccession Number
425 Filing (Primary)0001104659-26-086877
Document: tm2621363d1_8k.htm0001104659-26-086877
Document: 0001104659-26-086877-index-headers.html0001104659-26-086877
Document: 0001104659-26-086877-index.html0001104659-26-086877
Document: 0001104659-26-086877.txt0001104659-26-086877
8 reports for PLNH
Performance horizon
100% Hit rate 4 of 4 directional calls best @ T+5▲ +20.49%Aug 11, 2026
Filters
Rows
Reports for PLNH — sortable, filterable
TypeNow
Aug 26, 2026
5w ago
425
BULLISH ★ 6/10
$0.1300 $0.1300· 0.00%▲ +0.12%$0.1139 (−12.38%)
Aug 25, 2026
5w ago
425
NEUTRAL ★ 4/10
$0.1330 $0.1320▼ −0.75%▼ −0.21%$0.1139 (−14.36%)
Aug 11, 2026
7w ago
425
BULLISH ★ 6/10
$0.1220 $0.1470▲ +20.49%▲ +20.90%$0.1139 (−6.64%)
Aug 11, 2026
7w ago
425
NEUTRAL ★ 5/10
$0.1220 $0.1470▲ +20.49%▲ +20.90%$0.1139 (−6.64%)
Jul 27, 2026
9w ago
425
BULLISH ★ 7/10
$0.1200 $0.1155▼ −3.75%▼ −6.26%$0.1139 (−5.08%)
Jul 27, 2026
9w ago
425 / 8-K
BULLISH ★ 7/10
$0.1200 $0.1155▼ −3.75%▼ −6.26%$0.1139 (−5.08%)
May 15, 2026
20w ago
8-K
NEUTRAL ★ 3/10
$0.1410 $0.1580▲ +12.06%▲ +10.44%$0.1139 (−19.22%)
May 13, 2026
20w ago
8-K
BEARISH ★ 6/10
$0.1380 $0.1350▲ +2.17%▲ +1.46%$0.1139 (+17.46%)
Showing 8 of 8

US Market Status

Market Closed — Opens Mon (37h 3m)

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