Vireo to Acquire Planet 13 and Its Las Vegas Superstore

Vireo Growth has agreed to buy Planet 13 Holdings in an all-stock merger, absorbing the operator of what is billed as the largest cannabis dispensary in the United States and pushing Vireo closer to the store-count lead it expects to hold across the US market. The deal, announced on July 27, 2026, adds 36 dispensaries across Nevada, Florida and Illinois, along with Planet 13’s flagship Las Vegas superstore, a consumption lounge and cultivation sites Vireo can expand well beyond their current output.

What Vireo is paying

Under the merger agreement, each Planet 13 share converts into 0.015383618 of a Vireo subordinate voting share, which Vireo says represents a 16.6% premium over Planet 13’s 20-day volume-weighted average price as of July 24, 2026, and a 24% premium over the stock’s closing price that day. No cash changes hands, and the two companies did not attach a fixed dollar value to the transaction. The premium is measured against a badly depressed share price. Based on recent trading, Planet 13’s market value had fallen to roughly $39 million by late July 2026.

The agreement carries a $1.8 million termination fee payable by Planet 13 if its board switches its recommendation or the company accepts a superior offer. Both boards approved the merger, and Planet 13’s special committee of independent directors unanimously recommended it.

The assets in play

The marquee asset sits in Nevada. Vireo picks up Planet 13’s Las Vegas superstore, billed as the nation’s largest dispensary and located just off the Strip, along with a second Nevada dispensary, a distribution license and the DAZED consumption lounge. The deal also brings about 45,000 square feet of active cultivation and production in the state, with room to build out as much as 2.3 million square feet. After closing, Vireo expects to run about 17 dispensaries in Nevada, a market it entered through Deep Roots Harvest and expanded with its pending C21 Investments acquisition.

Florida supplies most of the store count: roughly 33 dispensaries and two cultivation and production sites. Vireo would operate about 106 Florida dispensaries once the deal closes, deepening a position it built through its Fluent purchase, even as Florida cultivators contend with price compression. In Illinois, a limited-license state, the merger adds a single dispensary in Waukegan.

Buying a business in retreat

The financials Vireo is taking on are moving the wrong way. Planet 13 reported first-quarter revenue of $21.1 million for the period ended March 31, 2026, down 24.8% from a year earlier, with a net loss of $8.1 million and an adjusted EBITDA loss of $2.3 million. The company tied the decline to its exit from California and to price compression in Nevada and Florida, the same two markets that anchor this deal. Across all of 2025, Planet 13 lost $63.9 million on revenue of $103.4 million.

For Vireo, the appeal is scale and location rather than growth. Planet 13’s Strip-adjacent superstore pulls tourist traffic few dispensaries can match, and the Florida stores add retail density in a medical market Vireo is already building out. Co-CEOs Bob Groesbeck and Larry Scheffler have spent roughly 18 months restructuring the company, shedding California, consolidating its Nevada operations and cutting costs to steer it back toward positive cash flow. Gross margin did improve, to 44.6% in the quarter, and operating expenses fell more than 20%. But revenue is still contracting, and the sale passes that turnaround to a larger owner rather than finishing it alone.

Vireo’s consolidation play

For Vireo, Planet 13 is the latest in a string of deals struck largely in stock. Since late 2024 the company, formerly Goodness Growth Holdings, has taken on Schwazze in Colorado and New Mexico, PharmaCann’s Colorado dispensaries, the delivery platform Eaze, Fluent in Florida, C21 Investments in Nevada, a Pennsylvania dispensary license and a package of Cannabist assets pulled out of a restructuring. It reported 2025 revenue of $268.7 million, more than triple the prior year.

“Planet 13 represents another significant milestone of our disciplined growth strategy,” Vireo CEO John Mazarakis said, adding that the assets would deepen the company’s Nevada and Florida footprint while complementing its developing Illinois platform. Paying in stock conserves cash, but each acquisition dilutes existing Vireo holders; the company has not said how many new shares this merger will issue.

What has to happen next

The 265-dispensary, 15-state platform Vireo describes rests on a set of deals that have not yet closed, this one included. Before Planet 13 becomes a Vireo subsidiary, the merger must clear several conditions:

• approval from Planet 13 stockholders, including a majority of disinterested holders under Canadian minority-protection rules;
• an effective Form S-4 registration statement at the SEC;
• a listing sign-off from the Canadian Securities Exchange for the new Vireo shares; and
• cannabis regulatory clearances in each state.

Only after clearing them would Planet 13 delist, leave the OTCQX market and stop reporting as a public company.