Monitor the December 10, 2026 special meeting for the minority stockholder vote; the founders' 95.5 million shares are excluded from the minority approval. Monitor progress on Florida and Illinois cannabis regulatory approvals, which are conditions to closing. The fixed exchange ratio means the value of the merger consideration for Planet 13 holders will fluctuate with Vireo Growth's stock price until closing.
Price Chart
Executive Summary
Vireo Growth Inc. filed Amendment No. 1 to its S-4 registration statement for the proposed acquisition of Planet 13 Holdings Inc. via merger. Planet 13 stockholders will receive 0.015383618 Vireo Growth subordinate voting shares per Planet 13 share, resulting in Planet 13 holders owning approximately 9.38% of the combined company. The merger requires Planet 13 stockholder approval at a special meeting on December 10, 2026, and is subject to regulatory approvals and other customary conditions.
Key Facts
- Planet 13 stockholders receive 0.015383618 Vireo Growth shares per Planet 13 share (fixed exchange ratio).
- Current Vireo Growth shareholders will own ~90.62% and Planet 13 stockholders ~9.38% of the combined company.
- Planet 13 special meeting scheduled for December 10, 2026 to vote on the merger.
- Stockholders holding ~95.6 million shares (including founders) have agreed to vote in favor via voting agreements.
- Planet 13 termination fee of $1.8 million payable in certain circumstances.
- Nevada Cannabis Compliance Board approved transfer of interest requests on October 15, 2026, subject to post-closing sale of an inactive license.
- Florida and Illinois cannabis regulatory approvals remain pending.
- Merger intended to qualify as a tax-free reorganization under Section 368(a) of the Code.
- Planet 13 had 335,319,455 shares outstanding as of the October 29, 2026 record date.
- Vireo Growth closing share price on OTCQX was $7.90 on October 29, 2026.
Financial Impact
Merger consideration valued at approximately $41.2 million based on Vireo Growth's $7.99 share price on October 26, 2026, for 5,158,426 Vireo shares to be issued. Planet 13's standalone implied per share price range from ATB Cormark analysis ranged from $0.11 to $0.22 (select publicly traded companies analysis) to nil (discounted cash flow, liquidation, sum-of-the-parts).
Risk Factors
- Merger may not close due to failure to obtain remaining regulatory approvals in Nevada, Florida, and Illinois.
- Planet 13 has substantial doubt about its ability to continue as a going concern if the merger fails.
- Fixed exchange ratio not adjusted for changes in Vireo Growth's stock price; value may decline before closing.
- Founders have additional interests in the merger (employment letters, accelerated RSU vesting, lock-ups) that differ from other stockholders.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 10 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| S-4/A Filing (Primary) | 0001104659-26-120675 |
| Document: tm2621776d5_ex5-1.htm | 0001104659-26-120675 |
| Document: tm2621776d5_ex5-2.htm | 0001104659-26-120675 |
| Document: tm2621776d5_ex8-1.htm | 0001104659-26-120675 |
| Document: tm2621776d5_ex99-1.htm | 0001104659-26-120675 |
| Document: tm2621776d5_ex23-1.htm | 0001104659-26-120675 |
| Document: tm2621776d5_ex23-2.htm | 0001104659-26-120675 |
| Document: 0001104659-26-120675-index-headers.html | 0001104659-26-120675 |
| Document: 0001104659-26-120675-index.html | 0001104659-26-120675 |
| Document: 0001104659-26-120675.txt | 0001104659-26-120675 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 30, 2026 2d ago | S-4/A | $7.65 | awaiting T+60 | awaiting T+60 | $7.35 (−3.92%) |
Oct 9, 2026 23d ago | S-4 | $9.15 | awaiting T+60 | awaiting T+60 | $7.35 (−19.65%) |
Oct 8, 2026 24d ago | 8-K | $9.38 | awaiting T+60 | awaiting T+60 | $7.35 (−21.64%) |
Aug 18, 2026 10w ago | 8-K | $10.97 | awaiting T+60 | awaiting T+60 | $7.35 (−33.00%) |
Aug 11, 2026 11w ago | 8-K | $10.64 | awaiting T+60 | awaiting T+60 | $7.35 (−30.92%) |
Aug 5, 2026 12w ago | 8-K | $10.01 $7.90 | ▼ −21.08% | ▼ −19.65% | $7.35 (−26.57%) |
Jul 30, 2026 13w ago | 8-K | $9.44 $8.02 | ▼ −15.04% | ▼ −17.75% | $7.35 (−22.14%) |
Jul 27, 2026 13w ago | 8-K | $9.70 $8.97 | ▼ −7.53% | ▼ −12.00% | $7.35 (−24.23%) |
Jun 18, 2026 19w ago | 8-K | $10.42 $12.37 | ▲ +18.71% | ▲ +16.50% | $7.35 (−29.46%) |
Jun 11, 2026 20w ago | 8-K | $12.46 $12.00 | ▼ −3.69% | ▼ −7.22% | $7.35 (−41.01%) |
US Market Status
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