Vireo to Acquire Planet 13, Building the Largest Cannabis Retail Footprint in the U.S.

Vireo Growth Inc. (CSE: VREO; OTCQX: VREOF) is continuing one of the most aggressive expansion campaigns the U.S. cannabis industry has seen. The company announced Monday that it has signed a definitive merger agreement to acquire Planet 13 Holdings Inc. (CSE: PLTH; OTCQX: PLNH) in an all-stock transaction that further cements its consolidation strategy and, if all pending acquisitions close, positions Vireo as the largest cannabis operator in the United States by dispensary count.

Under the agreement, each outstanding Planet 13 share will be exchanged for 0.015383618 Vireo subordinate voting shares, representing a 16.6% premium to Planet 13’s 20-day volume-weighted average price and a 24% premium to its closing price on July 24.

The acquisition is the latest in a rapid series of deals that has transformed Vireo from a mid-sized operator into one of the industry’s fastest-growing consolidators. Including previously announced transactions, the company expects to operate approximately 265 dispensaries across 15 states, creating one of the broadest retail platforms in U.S. cannabis.

More Than a Flagship Store

While Planet 13 is best known for its Las Vegas SuperStore—the largest cannabis dispensary in the world and one of the industry’s most recognizable retail destinations—the acquisition is about considerably more than a single landmark location.

The transaction adds:

• 36 dispensaries
• Three cultivation and production facilities
• Up to 2.3 million square feet of expandable cultivation capacity in Nevada
• A cannabis distribution license
• A cannabis consumption lounge license

Together, those assets significantly deepen Vireo’s presence in Nevada while strengthening its already expanding footprint in Florida and establishing another foothold in Illinois.

Doubling Down on Limited-License Markets

The acquisition reinforces Vireo’s strategy of concentrating capital in limited-license states where barriers to entry are higher and scale can provide competitive advantages.

Nevada

Planet 13 contributes:

• The Las Vegas SuperStore
• One additional dispensary
• Approximately 45,000 square feet of active cultivation and production
• Up to 2.3 million square feet of expansion capacity

Including previously announced Nevada transactions, Vireo expects to operate 17 dispensaries and roughly 150,000 square feet of active cultivation and production in the state.

Florida

Planet 13 adds:

• 33 dispensaries
• Two cultivation and production facilities totaling more than 76,000 square feet

On a pro forma basis, Vireo expects to operate approximately 106 dispensaries in Florida, making it the second-largest dispensary network in the state.

Illinois

The transaction also adds Planet 13’s recently opened dispensary in Waukegan, expanding Vireo’s presence in another limited-license market.

A Consolidation Strategy Accelerates

For Vireo CEO John Mazarakis, the acquisition represents another step in a strategy centered on disciplined consolidation rather than organic expansion alone.

“Planet 13 represents another significant milestone of our disciplined growth strategy,” Mazarakis said. “These assets will deepen our existing footprint in Nevada and Florida, while complementing our developing platform in Illinois. Combined with our previously announced acquisitions, this transaction will further expand our scaled operating platform across attractive limited-license markets and reinforces our belief that disciplined consolidation can create long-term organic growth and meaningful shareholder value.”

Planet 13 leadership described the merger as an opportunity to place the business within a larger operating platform.

“We believe Vireo is the right long-term steward for our business, with the operational expertise, financial discipline, and strategic vision to build on that foundation and continue delivering value for our stockholders,” said Planet 13 Co-CEO Larry Scheffler.

Co-CEO Bob Groesbeck added that the company spent recent quarters strengthening operations ahead of the transaction and expects to work with Vireo to ensure a smooth transition for employees, customers, and communities.

Following closing, Vireo said it intends to integrate the acquired operations with an emphasis on operational efficiency, product quality, and customer experience.

Board Approval and Closing Conditions

The transaction has been unanimously approved by the boards of both companies. Planet 13’s special committee of independent directors also unanimously recommended the merger after receiving financial and legal advice, including a fairness opinion from ATB Cormark Capital Markets.

Closing remains subject to several customary conditions, including:

• Approval by Planet 13 shareholders, including minority approval requirements under MI 61-101.
• SEC effectiveness of Vireo’s Form S-4 registration statement.
• Canadian Securities Exchange approval for the issuance of Vireo shares.
• Cannabis regulatory approvals in the applicable jurisdictions.

The merger agreement also includes a US$1.8 million termination fee payable by Planet 13 under specified circumstances, including if it accepts a superior proposal.

Upon completion, Planet 13’s shares are expected to be delisted from both the Canadian Securities Exchange and the OTCQX Market.

The Bigger Picture

The acquisition continues an extraordinary pace of expansion for Vireo, which has spent much of 2026 assembling one of the industry’s largest operating platforms through acquisitions rather than greenfield development.

For investors, the headline may be the addition of the iconic Planet 13 Las Vegas SuperStore. Strategically, however, the transaction further concentrates Vireo’s scale in key limited-license markets while dramatically expanding its retail footprint. The next question will be whether the company can successfully integrate a growing list of acquisitions and translate that scale into stronger operating margins, cash flow, and long-term shareholder returns.

As consolidation continues to reshape the cannabis industry, understanding how companies are financing acquisitions, integrating operations, and creating value has never been more important. Join leading operators, investors, executives, and policymakers at the IgniteIt Cannabis Market Spotlight: Colorado 2026, on September 18 in Denver, where the conversations shaping the next phase of the industry will take center stage.