Vireo Growth Agrees to Acquire C21 Investments in Nevada

Vireo Growth has agreed to acquire C21 Investments in an all-stock transaction that would expand its Nevada operation to roughly 15 dispensaries and 158,000 square feet of cultivation and manufacturing capacity. The deal deepens the multi-state operator’s position in one of the highest-revenue adult-use markets in the western United States, and it extends a year-long run of acquisitions that has rebuilt the company’s national footprint.

The two companies announced the definitive arrangement agreement on June 15, 2026. This is an agreement to combine, not a closed deal. Completion still depends on a C21 shareholder vote, court approval in British Columbia, and cannabis regulatory sign-offs, with the shareholder meeting expected in the third quarter of 2026.

The terms

Each C21 share would convert into 0.023052 of a Vireo subordinate voting share, or about 23 Vireo shares for every 1,000 C21 shares held. The structure is an all-stock plan of arrangement under British Columbia law, so no cash changes hands and the deal’s value moves with Vireo’s share price until closing. Vireo, which completed a share consolidation on June 1, 2026, did not attach a fixed dollar figure to the transaction.

C21’s board formed a special committee that, after a review with independent financial and legal advisers, unanimously recommended the deal. Both companies’ boards then approved it, with interested C21 directors abstaining, and Needham & Company provided a fairness opinion to C21 shareholders. Vireo also secured voting-support agreements from certain C21 directors and officers, and the agreement carries the usual deal protections: a no-shop covenant, a right to match rival bids, and a US$3 million termination fee payable by C21 if it walks to a superior offer. The deadline to close is May 31, 2027.

If the transaction completes, C21’s shares would be delisted from the Canadian Securities Exchange and the OTCQX market, and the company would stop reporting as a public issuer in Canada and the United States.

What C21 brings

C21 is a vertically integrated operator built around the Silver State Relief brand in northern Nevada. It runs three of what Vireo calls the highest-volume dispensaries in the state, all in northern Nevada, alongside Silver State Cultivation’s roughly 104,000 square feet of production capacity. C21 also owns three Oregon legacy brands: Phantom Farms, Hood Oil, and Eco Firma Farms, all of which pass to Vireo on closing.

The cultivation capacity is the strategic core of the deal. C21’s 104,000 square feet roughly triples the 54,000 square feet Vireo gained from its Deep Roots Harvest acquisition, which closed for $132.7 million in June 2025 and gave the company its position in southern Nevada. Folding in C21 extends Vireo across the state’s northern corridor and lifts its combined Nevada cultivation and manufacturing footprint to about 158,000 square feet. C21 built that northern position through its 2019 purchase of Silver State Relief and has run a vertically integrated retail and wholesale business in the state since.

Vireo chief executive John Mazarakis said the acquisition “further extends our leading market share in Nevada” and pointed to expected operating synergies. C21 chairman Bruce Macdonald framed the sale as the outcome of a review of strategic options, citing Vireo’s scale and access to capital. It is the standard rationale for an independent operator selling into a larger platform.

A cash-conscious consolidation play

The all-stock structure is the point. Credit remains expensive and scarce across the U.S. cannabis industry, and paying in shares lets both sides conserve cash. The strain on smaller operators is visible in the same market: AYR Wellness recently handed its Florida, New Jersey, and Nevada dispensaries to a noteholder vehicle in one of the sector’s largest wind-downs.

Nevada ranks among the highest-revenue adult-use markets in the western United States, and it has seen steady consolidation as independent operators weigh the cost of competing at scale against the appeal of joining a larger company. Each deal of this kind leaves the market with one fewer independent and more revenue concentrated in a handful of multi-state operators.

For Vireo, C21 is one piece of an aggressive expansion. Over the past year the company has absorbed operators across the country, including an all-stock takeover of Florida’s FLUENT, asset deals in Colorado and New Mexico, and the delivery platform Eaze. In May 2026 it exercised an option to buy an $88.5 million New York cultivation and production facility from Innovative Industrial Properties (IIPR ), a cannabis-focused real-estate investment trust. It now operates in 10 states with about 170 dispensaries. The scale chase mirrors moves by larger peers; Trulieve became the first U.S. cannabis operator to list on the New York Stock Exchange.

For now, the combination is an agreement, not a finished deal. C21 will keep operating independently, and trading publicly, until the shareholder vote, court approval, and regulatory clearances are secured. Only then does Vireo’s roughly 15-store Nevada network move from announcement to reality.