Planet 13 Files Merger Proxy; Stockholders Vote Dec. 10 on Vireo Growth Deal

What happened

Planet 13 Holdings Inc., a Las Vegas-based cannabis company that operates dispensaries and cultivation and production facilities, filed a definitive proxy statement on November 2, 2026, asking stockholders to approve its merger with Vireo Growth Inc.

Under the agreement, signed July 26, 2026, a Vireo Growth subsidiary called Supernova Merger Sub Inc. will merge into Planet 13, with Planet 13 surviving as a wholly owned subsidiary of Vireo Growth. Each Planet 13 share will be exchanged for 0.015383618 of a Vireo Growth subordinate voting share.

The special meeting is set for December 10, 2026 at 12:00 p.m. Pacific, held virtually. Stockholders of record as of October 29, 2026 are entitled to vote.

Planet 13's common stock trades on the Canadian Securities Exchange as PLTH and on the OTCQX as PLNH. Vireo Growth shares trade as VREO and VREOF on the same venues. Planet 13 reported revenue of about $103.4 million for the year ended December 31, 2025.

The vote and the ownership split

The merger needs two approvals from Planet 13 stockholders: a majority of all outstanding shares, and a simple majority of votes cast excluding shares held or controlled by founders Larry Scheffler, Robert Groesbeck and Christopher Wren and their affiliates. The second requirement comes from Multilateral Instrument 61-101, a Canadian rule protecting minority security holders in certain transactions.

Vireo Growth has voting agreements with Scheffler, Groesbeck, Wren and David Loop covering roughly 95,575,867 Planet 13 shares as of July 26, 2026. Those holders agreed to vote in favor of the merger.

If completed, current Vireo Growth shareholders will own about 90.62% of Vireo Growth's outstanding subordinate voting shares, and current Planet 13 stockholders about 9.38%.

A special committee of independent Planet 13 directors unanimously found the merger advisable and fair, and the full board unanimously recommends stockholders vote "FOR" it. The proxy states stockholders may have dissenters' rights under Nevada law, subject to conditions described in the filing.

What this means

A DEFM14A is a definitive proxy statement: the final version of the document a company sends shareholders before a meeting where they vote on something. It satisfies the SEC's requirement that shareholders get full disclosure on the matter being voted on. The "14A" denotes a contested-free solicitation under Schedule 14A, and "definitive" means it is the version being mailed and used, not a preliminary draft.

A proxy statement/prospectus like this one does double duty. The proxy half covers the shareholder vote; the prospectus half registers the new Vireo Growth shares that Planet 13 holders will receive, since those shares are securities being issued in the transaction.

The exchange ratio of 0.015383618 is the fixed number of Vireo Growth shares each Planet 13 share converts into. It is less than one, which is normal in mergers where the acquirer's share count is much smaller relative to the target's. The value a holder actually receives depends on where Vireo Growth's stock trades when the deal closes, not on today's Planet 13 price.

Warrants mentioned in the filing are separate instruments: contracts giving holders the right to buy Vireo Growth shares at a set price later. The proxy covers 18,750,000 warrants that could be exercised for up to 288,443 Vireo Growth shares.

Planet 13 shares closed at $0.081 on the OTCQX, up 12.5% from the prior close of $0.072, according to the price data. The sources do not explain the reason for the move.

The next scheduled step is the December 10 vote. If stockholders approve the merger and other closing conditions are met, the deal is completed and Planet 13 becomes a Vireo Growth subsidiary; the proxy does not state a closing date.