Vireo Growth Inc. 8-KCurrent Reports (8-K / ad hoc)

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Item 2.02. Results of Operations and Financial Condition. On August 11, 2026, Vireo Growth Inc. (the “Company”) issued a press release to report its financial results for the three months ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 hereto. The information in this Item 2.02 and in Exhibit 99.1 is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. The information in this Item 2.02 and in Exhibit 99.1 shall not be deemed to be incorporated by reference into any filing of the Company whether made before or after the date hereof, regardless of any general incorporation language in such filing. ​ Additional Information and Where to Find It ​ On July 27, 2026, the Company and Planet 13 Holdings Inc., a Nevada corporation (“Planet 13”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of July 26, 2026, by and among Vireo, Planet 13 and Supernova Merger Sub Inc., a Nevada corporation and a wholly owned subsidiary of Vireo (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub will merge with and into Planet 13 (the “Merger”), with Planet 13 continuing as the surviving corporation of the Merger as a direct wholly owned subsidiary of Vireo. In accordance with the Merger Agreement, Vireo intends to file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (the “Registration Statement”) which will include a proxy statement/prospectus and certain other related documents, which will serve as both the proxy statement to be distributed to Planet 13’s stockholders in connection with its solicitation for proxies for the vote by its stockholders in connection with the Merger and other matters to be described in the Registration Statement, as well as the prospectus relating to the offer and sale of the securities to be issued to Planet 13’s equity holders in connection with the completion of the Merger. Planet 13 also intends to file relevant materials with the SEC and applicable Canadian securities regulators, including preliminary and definitive proxy statements relating to the Merger. The definitive proxy statement and other relevant documents will be mailed to Planet 13’s stockholders as of the record date established for voting on the Merger. This communication is not a substitute for the Re