Monitor the Planet 13 stockholder vote and regulatory approvals in Nevada (CCB meeting October 15, 2026), Florida (OMMU), and Illinois (IDFPR). The fixed exchange ratio means Vireo Growth's stock price will determine the final value for Planet 13 stockholders. The merger is a key part of Vireo Growth's consolidation strategy in the cannabis sector.
Price Chart
Executive Summary
Vireo Growth Inc. filed an S-4 registration statement for its acquisition of Planet 13 Holdings Inc. via a merger. Planet 13 stockholders will receive 0.015383618 Vireo Growth subordinate voting shares per Planet 13 share, with the deal valued at approximately $41.3 million based on the filing fee calculation. The merger is subject to Planet 13 stockholder approval, regulatory clearances in Nevada, Florida, and Illinois, and other customary conditions, with a termination fee of $1.8 million payable by Planet 13 in certain circumstances.
Key Facts
- Planet 13 stockholders to receive 0.015383618 Vireo Growth subordinate voting shares per share held.
- Deal valued at approximately $41.3 million based on the filing fee calculation (365,439,131 Planet 13 shares at $0.113 per share).
- Planet 13 termination fee of $1.8 million payable to Vireo Growth in certain circumstances.
- Merger requires approval from Planet 13 stockholders and regulatory approvals in Nevada, Florida, and Illinois.
- Voting agreements in place covering approximately 95,575,867 Planet 13 shares (about 28.5% of outstanding) in favor of the merger.
- Lock-up agreements for certain Planet 13 stockholders with staggered release over 18 months.
- Planet 13 projects 2026E revenue of $87.5 million and negative EBITDA of $(5.5) million.
- Pro forma combined entity shows net loss of $(69.3) million for H1 2026 and $(230.5) million for FY 2025.
Financial Impact
Transaction valued at approximately $41.3 million based on Planet 13's market value. Pro forma combined entity shows significant losses: $(69.3) million net loss for H1 2026 and $(230.5) million for FY 2025.
Risk Factors
- Merger may not close if Planet 13 stockholders fail to approve or if regulatory approvals are delayed or denied.
- Planet 13 has expressed substantial doubt about its ability to continue as a going concern if the merger fails.
- Fixed exchange ratio exposes Planet 13 stockholders to Vireo Growth stock price fluctuations.
- Integration risks and potential failure to achieve projected synergies.
- Cannabis remains illegal under U.S. federal law, creating regulatory and banking risks.
Investment Themes
Documents Analyzed
This report is based on 9 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| S-4 Filing (Primary) | 0001104659-26-115064 |
| Document: tm2621776d3_ex21-1.htm | 0001104659-26-115064 |
| Document: tm2621776d1_ex-filingfees.htm | 0001104659-26-115064 |
| Document: tm2621776d3_ex99-2.htm | 0001104659-26-115064 |
| Document: tm2621776d3_ex23-1.htm | 0001104659-26-115064 |
| Document: tm2621776d3_ex23-2.htm | 0001104659-26-115064 |
| Document: 0001104659-26-115064-index-headers.html | 0001104659-26-115064 |
| Document: 0001104659-26-115064-index.html | 0001104659-26-115064 |
| Document: 0001104659-26-115064.txt | 0001104659-26-115064 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 9, 2026 18d ago | S-4 | $9.15 $9.01 | ▼ −1.50% | ▼ −0.00% | $8.09 (−11.56%) |
Oct 8, 2026 19d ago | 8-K | $9.38 $9.00 | ▼ −4.05% | ▼ −2.08% | $8.09 (−13.75%) |
Aug 18, 2026 10w ago | 8-K | $10.97 $10.55 | ▼ −3.83% | ▼ −3.44% | $8.09 (−26.25%) |
Aug 11, 2026 11w ago | 8-K | $10.64 $10.98 | ▲ +3.20% | ▲ +3.60% | $8.09 (−23.97%) |
Aug 5, 2026 11w ago | 8-K | $10.01 $10.80 | ▲ +7.89% | ▲ +6.68% | $8.09 (−19.18%) |
Jul 30, 2026 12w ago | 8-K | $9.44 $10.26 | ▲ +8.69% | ▲ +5.18% | $8.09 (−14.30%) |
Jul 27, 2026 13w ago | 8-K | $9.70 $9.61 | ▼ −0.93% | ▼ −3.44% | $8.09 (−16.60%) |
Jun 18, 2026 18w ago | 8-K | $10.42 $9.99 | ▼ −4.17% | ▼ −3.72% | $8.09 (−22.36%) |
Jun 11, 2026 19w ago | 8-K | $12.46 $11.10 | ▼ −10.91% | ▼ −11.53% | $8.09 (−35.07%) |
Jun 9, 2026 20w ago | 8-K | $12.90 $11.28 | ▼ −12.60% | ▼ −14.74% | $8.09 (−37.29%) |
US Market Status
Subscribe to SecBot
Get Real-Time SEC Filing Intelligence
Comprehensive SEC filing analysis delivered the moment filings hit EDGAR. Sentiment scoring, impact analysis, and actionable insights for every material event.
Create a free account Live analysis, Telegram alerts, watchlists and the MCP server for subscribers