Vireo Growth Closes C21 Investments Buyout, Expands Nevada Footprint

Vireo Growth Inc. completed its acquisition of C21 Investments Inc. on August 21, 2026, folding the Vancouver-based operator’s three Silver State Relief dispensaries and roughly 104,000 square feet of Nevada cultivation and production capacity into its own platform. The all-stock deal, completed under a court-approved plan of arrangement, sent 2,766,409 Vireo subordinate voting shares to C21 shareholders at an exchange ratio of 0.023052 of a Vireo share for each C21 common share.

The closing lands two months after the companies signed their definitive arrangement agreement on June 14, 2026, a deal struck after a special committee of C21’s board ran a strategic review and Needham & Company delivered a fairness opinion on the consideration. C21 shareholders approved the arrangement on August 7, 2026, with 96.58% of votes cast in favor, and the Supreme Court of British Columbia issued the final court approval that British Columbia’s plan-of-arrangement process requires.

With C21 in the fold, Vireo’s Nevada presence rises to approximately 14 operational dispensaries and 159,000 square feet of cultivation and manufacturing capacity, according to the completion announcement. C21’s shares were expected to be delisted from the Canadian Securities Exchange and cease quoting on the OTCQX on or about August 21, 2026, and the company intends to deregister its shares and end its public reporting obligations in both Canada and the United States.

“We are excited to welcome the C21 team to Vireo and add their high-quality operations under the Silver State banner to our Nevada platform,” said John Mazarakis, Vireo’s chief executive officer, in the completion announcement. “This transaction strengthens our position in an important market, adds three leading dispensaries and significant cultivation capacity, and creates meaningful opportunities for operational synergies.”

C21 chairman Bruce Macdonald said the company’s board concluded that joining Vireo “provides a strong platform for the next phase of growth for Silver State Relief,” according to the same release.

The Deal by the Numbers

• 0.023052 Vireo subordinate voting shares per C21 common share
• 2,766,409 total Vireo shares issued to acquire all outstanding C21 shares
• 3 Silver State Relief dispensaries acquired, plus roughly 104,000 sq. ft. of cultivation and production capacity
• 96.58% of votes cast by C21 shareholders in favor of the arrangement on August 7, 2026
• ~14 operational Vireo dispensaries in Nevada post-closing, with 159,000 sq. ft. of cultivation and manufacturing capacity
• US$3 million termination fee C21 would have owed Vireo had it accepted a superior proposal, per the arrangement agreement

How the Deal Was Built

C21 ran a formal sale process. Its board formed a special committee to evaluate the transaction with independent financial and legal advisors, and that committee unanimously recommended approval before the full board signed off, according to the June announcement. Vireo also locked up voting support agreements from C21’s directors and executive officers at signing.

The arrangement agreement carried standard deal-protection terms for a Canadian plan of arrangement: non-solicitation covenants, a fiduciary out, and a right-to-match provision, alongside the $3 million break fee. Vireo’s own closing conditions included a cap on dissenting shareholders, holders of no more than 5% of C21’s votes, and a ceiling of $2 million on C21’s aggregate transaction expenses, according to the 8-K filing describing the agreement. The agreement allowed an outside date of May 31, 2027, but the deal cleared every gate in just over two months: C21 shareholders voted on August 7, 2026, the company sought its final court order on August 13, 2026, and closing followed on August 21, 2026.

C21’s registered shareholders now need to deposit their share certificates or DRS statements with a completed letter of transmittal to Odyssey Trust Company, the depositary under the arrangement, to receive their Vireo shares. Holders through brokers go through their nominee instead, per the completion announcement.

One Deal in a Much Larger Buying Spree

The C21 closing is one piece of the most aggressive acquisition run in U.S. cannabis this year. Vireo closed its Hawthorne, Eaze, and Bridgewell transactions during the second quarter of 2026, closed PharmaCann’s Colorado retail assets after quarter end, and has announced but not yet closed deals for FLUENT, select Cannabist assets, Planet 13, and a four-part entry into Ohio. The company’s second-quarter results, reported August 11, 2026, put GAAP revenue at $209.3 million, up 335% year over year, driven by those closed acquisitions, with $122.7 million in cash at quarter end and management stating it expects to remain acquisitive.

Nevada was already Vireo’s fastest-growing market before the C21 closing. The state’s retail revenue reached $28.3 million in the second quarter of 2026, up from $6.4 million a year earlier, according to the company’s state-by-state revenue disclosure. C21 adds a northern Nevada operation built around the Silver State Relief and Silver State Cultivation businesses, plus legacy Oregon brands Phantom Farms, Hood Oil, and Eco Firma Farms.

The pending Planet 13 merger would push Nevada further still. Under that all-stock agreement, announced July 27, 2026, Vireo would add Planet 13’s flagship Las Vegas superstore, a second dispensary, a consumption lounge license, and roughly 45,000 square feet of active cultivation. On a pro forma basis including all announced Nevada transactions, Vireo expects approximately 17 dispensaries and 150,000 square feet of active cultivation and production capacity in the state.

Across all announced and pending acquisitions, Vireo projects approximately 265 to 270 dispensaries across 15 states, a footprint the company says would make it the largest U.S. cannabis operator by dispensary count. The FLUENT acquisition alone, announced April 30, 2026, would deepen its Florida network to approximately 74 stores.

What Happens Next

C21’s delisting from the Canadian Securities Exchange and its withdrawal from the OTCQX take effect on or about August 21, 2026, per the completion announcement. The company then intends to apply to cease being a reporting issuer under Canadian securities laws and to deregister its shares under U.S. securities law, ending its public reporting obligations.

Vireo will file an early warning report reflecting its 100% ownership of C21, which will appear on C21’s SEDAR+ profile. Prior to closing, Vireo held no C21 shares.

The larger pipeline still has open gates. The Planet 13 merger requires Planet 13 stockholder approval, an effective registration statement from the U.S. Securities and Exchange Commission, and cannabis regulatory approvals in the affected states. The FLUENT arrangement is expected to close in the fourth quarter of 2026, subject to regulatory approvals in each market. Vireo’s announced Ohio acquisitions and the Cannabist asset purchase carry their own closing conditions. Mazarakis has said integration work across the acquired businesses will continue into 2027.