Planet 13 Holdings Inc. 10-K

Item 9A. Controls and Procedures. Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our co-CEOs and Chief Financial Officer (“ CFO ”), as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and management necessarily was required to apply its judgment in evaluating the risk related to controls and procedures. 70 Table of Contents In connection with the preparation of this Form 10-K, as of December 31, 2025, an evaluation was performed under the supervision and with the participation of our management, including the co-CEOs and CFO, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our management concluded that our disclosure controls and procedures were effective as of December 31, 2025. Management ’ s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed under the supervision of our co-CEOs and CFO to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. GAAP. Our internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. Management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2025, based on the framework established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Based upon that assessment, our management, including the co-CEOs and CFO, concluded that our internal controls over financial reporting were effective as of December 31, 2025. Independent Registered Accounting Firm's  Report on Internal Control Over Financial Reporting As an emerging growth company, as defined under the terms of the JOBS Act of 2012, our independent registered accounting firm is not required to issue a report on the internal control over financial reporting. Changes in Internal Control Over Financial Reporting There were no changes in our internal control over financial reporting (as such term is defined by Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. Insider Trading Arrangements and Policies Certain of our officers or directors have made elections to participate in, and are participating in, our equity incentive plans and have made, and may from time to time make, elections to have shares withheld to cover withholding taxes, which may be designed to satisfy the affirmative defense conditions of Rule 10b5 - 1 under the Exchange Act or may constitute non-Rule 10b5 - 1 trading arrangements (as defined in Item 408 (c) of Regulation S-K). During the year ended December 31, 2025 , no director or officer of the Company adopted or terminated a “Rule 10b5 - 1 trading arrangement” as such term is defined in Item 408 (a) of Regulation S-K. The Company has adopted an insider trading policy governing the purchase, sale, and other dispositions of the Company’s securities by directors, senior management, and employees. A copy of the insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10 -K. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 71 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance. The information required by this item is incorporated by reference to our Proxy Statement for our 2026 Annual Meeting of Shareholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2025. 72 Table of Contents Item 11. Executive Compensation. The information required by this item is incorporated by reference to our Proxy Statement for our 2026 Annual Meeting of Shareholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2025. 73 Table of Contents Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The information required by this item is incorporated by reference to our Proxy Statement for our 2026 Annual Meeting of Shareholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2025. 74 Table of Contents Item 13. Certain Relationships and Related Transactions, and Director Independence. The information required by this item is incorporated by reference to our Proxy Statement for our 2026 Annual Meeting of Shareholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2025. 75 Table of Contents Item 14. Principal Accounting Fees and Services. The following table provides information regarding the fees billed to us by Davidson & Company LLP for audit, Kral Ussery LLC for internal audit, Friedman Group CPA group for other audit and compilation services, and Baker Tilly US, LLP for tax services, in the fiscal years ended December 31, 2025, and December 31, 2024: For the fiscal years ended December 31, December 31, 2025 2024 Audit Fees (1) $ 787,369 $ 1,155,091 Audit Related Fees (2) 172,025 285,440 Tax Fees (3) 151,727 28,231 Total Fees $ 1,111,121 $ 1,468,762 (1) Audit Fees consist of audit of annual financial statements and review of financial statements. (2) Audit Related Fees consist of the review and consents associated with prospectus offerings, internal audit and other audit and compilation services. (3) Tax Fees consist of preparation fees associated with preparing Corporate federal income tax returns. Pre-Approval Policies and Procedures The Audit Committee charter sets out procedures regarding the provision of non-audit services by the Company’s independent chartered professional accountants. This policy encourages consideration of whether the provision of services other than audit services is compatible with maintaining the auditor’s independence and requires Audit Committee pre-approval of permitted non-audit and non-audit related services. 76 Table of Contents PART IV Item 15. Exhibits, Financial Statement Schedules. The financial statements required to be included in this Annual Report on Form 10-K appear immediately following the signature page to this Annual Report on Form 10-K beginning on page F-1. EXHIBIT INDEX Incorporated by Reference Exhibit No. Description Form Exhibit Filing Date Filed / Furnished Herewith 2.1*§ Acquisition Agreement, dated December 20, 2019, among BLC Management Company, LLC, Planet 13 Holdings Inc., Kyle Desmet, Newtonian Principles, Inc., Warner Management Group, LLC and Sarah Sibia, as amended by Amendment No. 1 to Acquisition Agreement, dated April 16, 2020, and Amendment No. 2 to Acquisition Agreement, dated May 20, 2020 10 2.1 12/13/2021 2.2§ Asset Purchase Agreement, dated July 17, 2020, among Planet 13 Holdings Inc., MM Development Company, Inc., W the Brand, LLC, West Coast Development Nevada, LLC and R. Scott Coffman 10 2.2 12/13/2021 2.3* Share Exchange Agreement, dated April 26, 2018, among MM Development Company, Inc., Carpincho Capital Corp., PRMN Investments Ltd., Thirteen, LLC and 4 Degrees Higher, LLC 10 2.3 12/13/2021 2.4 Master Agreement, dated April 26, 2018, among Carpincho Capital Corp., 10713791 Canada Inc. and 10653918 Canada Inc. 10 2.4 12/13/2021 2.5* License Purchase Agreement, dated August 31, 2021, among Buyer, Planet 13 Holdings Inc., Seller and Harvest Health & Recreation Inc. 10 2.5 12/13/2021 2.6* Arrangement Agreement, dated December 20, 2021, between Planet 13 Holdings Inc. and Next Green Wave Holdings Inc. 10/A 2.6 01/26/2022 2.7 Exercise Notice, dated February 7, 2023, from Planet 13 Holdings Inc. to Frank Cowan, IV 10-K 2.7 03/23/2023 2.8 Plan of Arrangement. 8-K 2.1 09/18/2023 3.1 Articles of Domestication. 8-K 3.1 09/18/2023 3.2 Articles of Incorporation of Planet 13 Holdings Inc., a Nevada corporation. 8-K 3.2 09/18/2023 3.3 Bylaws of Planet 13 Holdings Inc., a Nevada corporation. 8-K 3.3 09/18/2023 4.1 Warrant Indenture, dated July 3, 2020, between Planet 13 Holdings Inc. and Odyssey Trust Company 10 4.1 12/13/2021 4.2 Warrant Indenture, dated September 10, 2020, between Planet 13 Holdings Inc. and Odyssey Trust Company 10 4.2 12/13/2021 4.3 Warrant Indenture, dated November 5, 2020, between Planet 13 Holdings Inc. and Odyssey Trust Company 10 4.3 12/13/2021 4.4 Warrant Indenture, dated February 2, 2021, between Planet 13 Holdings Inc. and Odyssey Trust Company 10 4.4 12/13/2021 4.5 Warrant Indenture, dated December 4, 2018, between Planet 13 Holdings Inc. and Odyssey Trust Company 10 4.5 12/13/2021 4.6 Warrant Indenture, dated April 26, 2018, among 10653918 Canada Inc., Odyssey Trust Company and Carpincho Capital Corp 10 4.6 12/13/2021 4.7 Description of Capital Stock. 8-K 4.7 09/18/2023 4.8 Specimen Common Stock Certificate of Planet 13 Holdings Inc., a Nevada corporation. 8-K 4.1 09/18/2023 4.9 Warrant Agency Agreement, dated March 7, 2024, by and between Planet 13 Holdings Inc. and Odyssey Transfer US Inc. 8-K 4.1 03/07/2024 4.10 Form of Warrant to purchase common stock. 8-K 4.2 03/07/2024 10.1* Industrial Real Estate Lease, dated April 23, 2018, between MM Development Company, Inc. and Lessor 10 10.1 12/13/2021 77 Table of Contents 10.2§ Lease Agreement, dated August 30, 2014, between Fargo District Holdings, LLC and MM Development Company, Inc., as amended by Amendment to Lease, dated January 1, 2018, and Second Amendment to Lease Agreement, dated September 14, 2018 10 10.2 12/13/2021 10.3 Lease Agreement, dated July 17, 2020, between RX Land, LLC and MM Development Company, Inc., as amended by Amendment to Lease, dated November 27, 2020 10 10.3 12/13/2021 10.4* Standard Industrial/Commercial Multi-Tenant Lease - Net, dated May 1, 2018, between Lessor and BLC Management Company, LLC, as amended by First Amendment to Standard Industrial/Commercial Multi-Tenant Lease - Net, dated November 8, 2019, and Second Amendment to Standard Industrial/Commercial Multi-Tenant Lease - Net, dated April 17, 2020, and by Third Amendment to Standard Industrial/Commercial Multi-Tenant Lease - Net, dated September 8, 2020 10 10.4 12/13/2021 10.5 Agreement Regarding Release of Leasehold Estate, dated August 31, 2020, between LaBarre Chastang, Inc. and BLC Management Company, LLC 10 10.5 12/13/2021 10.6+ Planet 13 Holdings Inc. 2018 Stock Option Plan 10 10.6 12/13/2021 10.7+ Planet 13 Holdings Inc. 2018 Share Unit Plan, as amended on July 11, 2018 and May 20, 2020 10 10.7 12/13/2021 10.8+ Form of Stock Option Award Agreement 10 10.8 12/13/2021 10.9+ Form of Share Unit Plan Award Agreement 10 10.9 12/13/2021 10.10+ Employment Agreement, dated June 1, 2018, between Christopher Wren and MM Development Company, Inc., as amended by Amendment to Employment Agreement, dated March 10, 2021 10 10.10 12/13/2021 10.11+ Employment Agreement, dated June 1, 2018, between Larry Scheffler and MM Development Company, Inc., as amended by Amendment to Employment Agreement, dated March 10, 2021 10 10.11 12/13/2021 10.12+ Employment Agreement, dated June 1, 2018, between Robert Groesbeck and MM Development Company, Inc., as amended by Amendment to Employment Agreement, dated March 10, 2021 10 10.12 12/13/2021 10.13+ Employment Agreement, dated June 1, 2018, between Dennis Logan and Planet 13 Holdings Inc. 10 10.13 12/13/2021 10.14 Option Purchase Agreement, dated August 4, 2022, between Planet 13 Holdings Inc. and Frank Cowan, IV 8-K 10.1 08/05/2022 10.15 Planet 13 Holdings Inc. 2023 Equity Incentive Plan. 8-K 10.1 09/18/2023 10.16 Form of Incentive Stock Option Agreement under the Planet 13 Holdings Inc. 2023 Equity Incentive Plan . 8-K 10.2 09/18/2023 10.17 Form of Non-Qualified Stock Option Agreement under the Planet 13 Holdings Inc. 2023 Equity Incentive Plan . 8-K 10.3 09/18/2023 10.18 Form of Restricted Stock Unit Agreement under the Planet 13 Holdings Inc. 2023 Equity Incentive Plan. 8-K 10.4 09/18/2023 10.19§ Membership Interest Purchase Agreement, dated August 28, 2023, by and between Planet 13 Holdings Inc., VidaCann LLC, Loop’s Dispensaries, LLC, Ray of Hope 4 Florida, LLC, Loop’s Nursery & Greenhouses, Inc., David Loop and Mark Ascik and David Loop, solely in his capacity as Seller Representative. 10-Q 10.1 11/08/2023 10.20§ Stock Purchase Agreement, dated January 22, 2024, by and between Planet 13 Holdings Inc. and SGW FL Enterprises, LLC. 8-K 10.1 01/22/2024 10.21+ Employment Agreement, dated February 7, 2024, between Lee Fraser and BLC Management Company LLC. 10-K 10.21 03/13/2024 10.22 First Amendment to Membership Interest Purchase Agreement, dated April 26, 2024, by and between Planet 13 Holdings Inc., VidaCann LLC, Loop’s Dispensaries, LLC, Ray of Hope 4 Florida, LLC, Loops Nursery & Greenhouses, Inc., David Loop and Mark Ascik and David Loop, solely in his capacity as Seller Representative. 8-K 10.1 04/29/2024 10.23 Form of Promissory Note, dated May 10, 2024 (Seller Note) 8-K 10.3 05/14/2024 10.24 Form of Promissory Note, dated May 10, 2024 (Related Party Note) 8-K 10.4 05/14/2024 10.25 Business Loan Agreement, dated February 2, 2022, by and between VidaCann, LLC and Lafayette State Bank 8-K 10.5 05/14/2024 10.26 Promissory Note, dated February 2, 2022, issued by VidaCann, LLC 8-K 10.6 05/14/2024 10.27 Form of Lock-Up Agreement, dated May 10, 2024 8-K 10.7 05/14/2024 10.28# Agreement of Lease by and between Loop’s Nursery & Greenhouses, Inc., a Florida corporation and Family Trust Created Under the Ruth F. Loop Revocable Trust Dated November 1, 1991, as Amended, a Florida revocable trust as Landlord and VidaCann, LLC, a Florida limited liability company as Tenant, concerning 4842 & 4844 Race Track Road, St. John’s County, Florida 32259, dated August 25, 2023. 10-Q 10.1 08/08/2024 19.1 Insider Trading Policy ✓ 21 List of Subsidiaries of Planet 13 Holdings Inc. ✓ 23.1 Consent of Independent Registered Public Accounting Firm ✓ 23.2 Consent of Masters, Smith & Wisby, P.A. (VidaCann 2022) 8-K 23.2 03/04/2024 23.3 Consent of Masters, Smith & Wisby, P.A. (VidaCann 2023) 8-K/A 23.3 07/24/2024 31.1 Certification of Principal Executive Officer (Robert Groesbeck) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ✓ 78 Table of Contents 31.2 Certification of Principal Executive Officer (Larry Scheffler) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ✓ 31.3 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ✓ 32.1 Certification of Principal Executive Officers and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ✓ 99.1 Description of Capital Stock. 8-K 99.1 09/18/2023 99.2 Audited financial statements of VidaCann, LLC as of December 31, 2023 and for the year ended December 31, 2023, and the notes related thereto 8-K/A 99.2 07/24/2024 99.3 Unaudited financial statements of VidaCann, LLC as of March 31, 2024 and for the three months ended March 31, 2024, and the notes related thereto 8-K/A 99.3 07/24/2024 99.4 Audited financial statements of VidaCann, LLC as of December 31, 2022 and for the year ended December 31, 2022, and the notes related thereto 8-K 99.4 03/04/2024 99.5 Unaudited Pro Forma Consolidated Financial Statements 8-K/A 99.5 07/24/2024 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase 101.LAB Inline XBRL Taxonomy Extension Label Linkbase 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the inline XBRL documents and contained in exhibit 101 ✓ * Certain information has been excluded from this exhibit because it is both (i) not material and (ii) private or confidential. § This filing omits exhibits and/or schedules pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request. + Indicates a management contract or compensatory plan, contract or arrangement in which directors or executive officers participate. # Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request. Certain confidential portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K. Copies of the unredacted exhibit will be furnished to the SEC upon request. Item 16. Form 10-K Summary None. 79 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized . PLANET 13 HOLDINGS INC. Date: March 25, 2026 By: /s/ Robert Groesbeck Robert Groesbeck Co-Chief Executive Officer By: /s/ Larry Scheffler Larry Scheffler Co-Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated. Name Title Date /s/ Robert Groesbeck Co-Chief Executive Officer and Director March 25, 2026 Robert Groesbeck (Principal Executive Officer) /s/ Larry Scheffler Co-Chief Executive Officer and Director March 25, 2026 Larry Scheffler (Principal Executive Officer) /s/ Steve McLean Interim Chief Financial Officer March 25, 2026 Steve McLean (Principal Financial and Accounting Officer) /s/ David Loop Director March 25, 2026 David Loop /s/ Kevin Martin Director March 25, 2026 Kevin Martin /s/ Adrienne O’Neal Director March 25, 2026 Adrienne O’Neal 80 Table of Contents PLANET 13 HOLDINGS INC. Index to Financial Statements Page(s) INDEPENDENT AUDITOR ’ S REPORT PCAOB # 731 F-2 FINANCIAL STATEMENTS: Consolidated Balance Sheets F-3 Consolidated Statements of Operations and Comprehensive Loss F-4 Consolidated Statements of Changes in Shareholders’ Equity F-5 Consolidated Statements of Cash Flows F-6 Notes to the Consolidated Financial Statements F-7 F-1 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Directors of Planet 13 Holdings Inc. Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Planet 13 Holdings Inc. (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive loss, changes in shareholders’ equity, and cash flows for the years ended December 31, 2025 and 2024, and the related notes and schedules (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of Planet 13 Holdings Inc. as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years ended December 31, 2025 and 2024 in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. We have served as the Company’s auditor since 2019. /s/ DAVIDSON & COMPANY LLP Vancouver, Canada Chartered Professional Accountants March 25, 2026 F-2 Table of Contents PLANET 13 HOLDINGS INC. Consolidated Balance Sheets (In United States Dollars) December 31, December 31, 2025 2024 ASSETS Current Assets: Cash $ 5,325,031 $ 23,384,493 Restricted Cash 10,250,000 2,050,584 Accounts Receivable 1,007,891 1,473,156 Inventory 18,138,394 22,821,994 Other Receivables 3,754,563 - Prepaid Expenses and Other Current Assets 2,659,056 4,568,816 Total Current Assets 41,134,935 54,299,043 Property, Plant and Equipment 34,121,678 63,511,423 Intangible Assets and Goodwill 42,903,931 48,763,931 Right of Use Assets - Operating 31,489,308 38,229,399 Long-term Deposits and Other Assets 829,164 1,033,758 Deferred Tax Asset 1,798,654 896,525 TOTAL ASSETS $ 152,277,670 $ 206,734,079 LIABILITIES AND SHAREHOLDERS' EQUITY LIABILITIES Current: Accounts Payable $ 7,212,187 $ 7,421,921 Accrued Expenses 4,632,011 7,285,415 Income Taxes Payable 159,080 139,480 Notes Payable - Current Portion 9,750,000 8,681,684 Operating Lease Liabilities 1,385,566 1,818,588 Total Current Liabilities 23,138,844 25,347,088 Long-Term Liabilities: Operating Lease Liabilities 43,213,442 46,448,666 Other Long-term Liabilities 1,250,433 1,220,722 Uncertain Tax Positions 33,041,402 19,321,475 Deferred Tax Liability 506,836 1,682,207 Total Liabilities 101,150,957 94,020,158 Shareholders' Equity Common Stock, no par value, 1,500,000,000 shares authorized, 325,670,800 issued and outstanding at December 31, 2025 and 325,163,800 at December 31, 2024 - - Preferred Stock, no par value, 50,000,000 shares authorized, 0 issued and outstanding at December 31, 2025 and 0 at December 31, 2024 - - Additional Paid-In Capital 371,157,826 368,821,339 Deficit ( 320,031,113 ) ( 256,107,418 ) Total Shareholders' Equity 51,126,713 112,713,921 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 152,277,670 $ 206,734,079 The accompanying notes are an integral part of these consolidated financial statements. F-3 Table of Contents PLANET 13 HOLDINGS INC. Consolidated Statements of Operations and Comprehensive Loss (In United States Dollars, except share amounts) December 31, 2025 2024 Revenues, net of discounts $ 103,378,829 $ 116,408,966 Cost of Goods Sold ( 63,506,121 ) ( 60,298,520 ) Gross Profit 39,872,708 56,110,446 Expenses: General and Administrative 51,624,055 51,171,892 Sales and Marketing 5,457,591 5,805,721 Lease Expense 5,186,280 4,511,997 Impairment loss 29,844,227 21,275,942 Depreciation and Amortization 7,048,237 8,860,921 Total Expenses 99,160,390 91,626,473 Loss From Operations ( 59,287,682 ) ( 35,516,027 ) Other Income (Expense): Interest income (expense), net ( 476,721 ) ( 333,082 ) Foreign exchange gain (loss) ( 3,113 ) ( 14,942 ) Other Income, net 7,487,533 257,438 Total Other Income (Expense) 7,007,699 ( 90,586 ) Loss Before Provision for Income Taxes ( 52,279,983 ) ( 35,606,613 ) Provision For Income Taxes Current Tax expense ( 13,721,212 ) ( 14,210,082 ) Deferred Tax recovery (expense) 2,077,500 2,019,839 ( 11,643,712 ) ( 12,190,243 ) Net Loss and Comprehensive Loss $ ( 63,923,695 ) $ ( 47,796,856 ) Loss per Share Basic and diluted loss per share $ ( 0.20 ) $ ( 0.16 ) Weighted Average Number of Shares of Common Stock Basic and diluted 325,338,047 292,166,589 The accompanying notes are an integral part of these consolidated financial statements. F-4 Table of Contents PLANET 13 HOLDINGS INC. Consolidated Statements of Changes in Shareholders' Equity (In United States Dollars, except share amounts) Number of Common Stock Warrants Additional Paid-in Capital Accumulated Deficit Total Shareholders' Equity Balance, December 31, 2023 223,317,270 - $ 315,951,343 $ ( 208,310,562 ) $ 107,640,781 Share based Compensation - RSUs - - 180,308 - 180,308 Share based Compensation - RSUs - Taxes Paid in Lieu of Share Issuance - - ( 45,833 ) - ( 45,833 ) Shares Issued on Settlement of RSUs 1,224,278 - - - - Proceeds from public offering 18,750,000 18,750,000 11,250,000 - 11,250,000 Share issuance costs - - ( 1,387,793 ) - ( 1,387,793 ) Shares Issued in VidaCann acquisition 80,564,554 - 42,123,314 - 42,123,314 Finder shares issued in connection with VidaCann acquisition 1,307,698 - 750,000 - 750,000 Net Loss for the Year - - - ( 47,796,856 ) ( 47,796,856 ) Balance, December 31, 2024 325,163,800 18,750,000 $ 368,821,339 $ ( 256,107,418 ) $ 112,713,921 Share based Compensation - RSUs - - 2,336,487 - 2,336,487 Shares Issued on Settlement of RSUs 507,000 - - - - Net Loss for the Year - - - ( 63,923,695 ) ( 63,923,695 ) Balance, December 31, 2025 325,670,800 18,750,000 $ 371,157,826 $ ( 320,031,113 ) $ 51,126,713 The accompanying notes are an integral part of these consolidated financial statements. F-5 Table of Contents PLANET 13 HOLDINGS INC. Consolidated Statements of Cash Flows (In United States Dollars) December 31, 2025 December 31, 2024 CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES Net loss $ ( 63,923,695 ) $ ( 47,796,856 ) Adjustments for items not involving cash: Share based compensation 2,336,487 180,308 Non-cash lease expense 1,993,170 2,047,680 Depreciation 11,399,254 13,414,690 Deferred tax recovery ( 1,175,371 ) ( 1,829,352 ) Lease incentive amortization ( 9,524 ) ( 109,109 ) Loss on impairment of fixed assets 17,580,525 11,885,063 Loss on impairment of ROU assets 6,403,703 3,239,536 Loss on impairment of intangible assets 5,860,000 6,151,343 Loss on disposal of intangible assets - 762,091 Loss on disposal of property and equipment 1,655,818 78,563 Loss on disposal of assets held for sale 767,835 - Gain on settlement of note ( 1,255,677 ) - Loss on reserve for slow moving inventory 3,619,463 - Gain on early ROU lease termination ( 2,630,443 ) - Recovery of property in legal settlement ( 4,588,328 ) - Amortization of note payable discount 206,579 - Finders shares issued in VidaCann acquisition - 750,000 ( 21,760,204 ) ( 11,226,043 ) Net Changes in Non-cash Working Capital Items 8,991,223 17,469,125 Repayment of lease liabilities ( 1,422,907 ) ( 1,032,183 ) Total Operating ( 14,191,888 ) 5,210,899 FINANCING ACTIVITIES Taxes paid in lieu of share issuance - RSUs - ( 45,833 ) Proceeds from public share issuance, net of share issuance costs - 9,862,207 Net Cash From VidaCann Acquisition - 911,715 VidaCann Acquisition-Cash Component - ( 4,000,000 ) Repayment of Lafayette State Bank Note ( 2,947,632 ) - Draw from revolving line of credit 9,750,000 - Payment of Promissory Note to former VidaCann Shareholders ( 5,000,000 ) - Total Financing 1,802,368 6,728,089 INVESTING ACTIVITIES Purchase of property, plant and equipment ( 6,571,865 ) ( 12,044,412 ) Proceeds from sale of fixed assets 2,280,846 21,000 Proceeds from sale of assets held for sale 6,820,493 - Proceeds from sale of licenses - 8,237,909 Total Investing 2,529,474 ( 3,785,503 ) NET CHANGE IN CASH DURING THE YEAR ( 9,860,046 ) 8,153,485 CASH AND RESTRICTED CASH Beginning of Year 25,435,077 17,281,592 End of Year $ 15,575,031 $ 25,435,077 Supplemental cash flow information (Note 16) The accompanying notes are an integral part of these consolidated financial statements. F-6 Table of Contents PLANET 13 HOLDINGS INC. Notes to the Consolidated Financial Statements (in United States Dollars) 1. Nature of operations Planet 13 Holdings Inc. ( “P13” or the “Company”) was incorporated under the Canada Business Corporations Act on April 26, 2002 and continued under the British Columbia Business Corporations Act on September 24, 2019 and on September 15, 2023 completed the Domestication to Nevada. The Company is a vertically integrated cultivator and provider of cannabis and cannabis-infused products that is licensed under the laws of the States of Nevada, California, Illinois and Florida. We are licensed in these jurisdictions as follows: six Nevada licenses for cultivation ( three medical and three adult-use), six Nevada licenses for production ( three medical and three adult-use), three Nevada dispensary licenses ( one medical and two adult-use), two Nevada licenses for distribution ( one active, one conditional), one medical and adult-use dispensary license in California, two distribution licenses in California, one event organizer license in California, one medium indoor cultivation license in California, one non-volatile manufacturing license in California, one Medical Marijuana Treatment Center license in Florida (unlimited medical dispensaries, cultivation and processing) and one adult-use dispensary license in Illinois. As of December 31, 2025 all California operations have been sold, with the various cannabis license transfers awaiting final regulatory approval, which is expected in the first quarter of 2026. P13 is a public company which is listed on the Canadian Securities Exchange (“CSE”) under the symbol PLTH and on the OTCQX exchange under the symbol “PLNH”. The Company’s registered and head office address is 2548 W. Desert Inn Road, Suite 100, Las Vegas, NV 89109. While cannabis and CBD-infused products are legal under the laws of several U.S. states (with varying restrictions applicable), the United States Federal Controlled Substances Act classifies all “marijuana” as a Schedule I drug, whether for medical or recreational use. Under U.S. federal law, a Schedule I drug or substance has a high potential for abuse, no accepted medical use in the United States, and a lack of safety for use under medical supervision. The federal government currently is prohibited from prosecuting businesses that operate in compliance with applicable state and local medical cannabis laws and regulations; however, this does not protect adult use cannabis. In addition, if the federal government changes this position, it would be financially detrimental to the Company. 2. Basis of presentation These consolidated financial statements reflect the accounts of the Company and have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and pursuant to the rules and regulation of the U.S. Securities and Exchange Commission (“SEC”) for all periods presented. These consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will continue in operation for the foreseeable future and, accordingly, will be able to realize its assets and discharge its liabilities in the normal course of operations as they come due, under the historical cost convention except for certain financial instruments that are measured at fair value, as detailed in the Company’s accounting policies. Failure to arrange adequate financing on acceptable terms and/or achieve profitability may have an adverse effect on the financial position, results of operations, cash flows and prospects of the Company. These consolidated financial statements do not give effect to adjustments to assets or liabilities that would be necessary should the Company be unable to continue as a going concern. Such adjustments could be material. These consolidated financial statements are presented in U.S. dollars, which is also the Company’s and its subsidiaries’ functional currency. These consolidated financial statements were authorized for issuance by the Board of Directors of the Company on March 25, 2026 . F- 7 Table of Contents PLANET 13 HOLDINGS INC. Notes to the Consolidated Financial Statements (in United States Dollars) i) Basis of consolidation The accompanying consolidated financial statements include the accounts of the Company and all subsidiaries. Subsidiaries are entities in which the Company has a controlling voting interest or is the primary beneficiary of a variable interest entity. Subsidiaries are fully consolidated from the date control is transferred to the Company and are deconsolidated from the date control ceases. All intercompany accounts and transactions have been eliminated upon consolidation. The consolidated financial statements include all the assets, liabilities, revenues, expenses and cash flows of the Company and its subsidiaries after eliminating intercompany balances and transactions. These consolidated financial statements include the accounts of the Company and the following entities which are subsidiaries of the Company: Subsidiaries as at December 31, 2025 Jurisdiction of Incorporation Ownership Interest 2025 Ownership Interest 2024 Nature of Business MM Development Company, Inc. ("MMDC") Nevada, USA 100 % 100 % Nevada license holding company; vertically integrated cannabis operations BLC Management Company LLC Nevada, USA 100 % 100 % Management/holding company LBC CBD LLC ("LBC") Nevada, USA 100 % 100 % CBD retail sales and marketing Newtonian Principles Inc. California, USA 100 % 100 % California license holding company; cannabis retail sales Crossgate Capital U.S. Holdings Corp. Nevada, USA 100 % 100 % Holding company Next Green Wave, LLC California, USA 100 % 100 % California license holding company; cannabis cultivation and processing Planet 13 Illinois, LLC Illinois, USA 100 % 100 % Illinois license holding company; cannabis retail sales BLC NV Food, LLC Nevada, USA 100 % 100 % Holding company for By The Slice LLC By The Slice, LLC Nevada, USA 100 % 100 % Subsidiary of BLC NV Food, LLC; restaurant and retail operations Planet 13 Chicago, LLC Illinois, USA 100 % 100 % Holding company Planet 13 Real Prop LLC Florida, USA 100 % 100 % Holding company Planet 13 Lifestyles LLC Nevada, USA 100 % 100 % Retail sales of apparel and accessories VidaCann, LLC Florida, USA 100 % 100 % Florida license holding company Planet 13 Innovations LLC Nevada, USA 100 % 100 % Intellectual property holding company Estate of Las Palmas LLC California, USA 100 % 0 % Real estate holdings company Club One Three, LLC Nevada, USA 100 % 100 % Inactive ii) Functional currency These consolidated financial statements are presented in U.S. dollars (“USD”), which is the Company’s and its subsidiaries functional currency. Foreign currency transactions are remeasured to the respective functional currencies of the Company’s entities at the exchange rates in effect on the date of the transactions. Monetary assets and liabilities denominated in foreign currencies are measured to functional currency at the foreign exchange rate applicable at the statement of balance sheets date. Non-monetary items are carried at historical rates. Non-monetary items carried at fair value denominated in foreign currencies are remeasured to the functional currency at the date when the fair value was determined. Realized and unrealized foreign exchange gains and losses are recognized through profit or loss. F- 8 Table of Contents PLANET 13 HOLDINGS INC. Notes to the Consolidated Financial Statements (in United States Dollars) iii) Emerging growth company The Company is an “Emerging Growth Company”, as defined in Section 2 (a) of the Securities Act, as modified by the JOBS Act, and it has taken advantage of certain exemptions that are not applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102 (b)( 1 ) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new, or revised financial reporting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued, or revised and it has different application dates for public and private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. 3. Significant accounting policies (a) Cash Cash is comprised of cash deposits in financial institutions plus cash held at its retail locations, other deposits that are readily convertible to cash, as well as restricted cash. Restricted Cash The Restricted cash balance was $ 10,250,000 as of December 31, 2025, associated with a cash secured revolving line of credit (see Note 9, below), and $ 2,050,584 as of December 31, 2024, comprised of funds held by the Orange County, Sheriff's Office in the matter described in Note 21. (b) Inventory Inventory is comprised of raw materials, finished goods, packaging and miscellaneous supplies and work-in-progress. Cost includes expenditures directly related to the cultivation and manufacturing process as well as suitable portions or related production overheads, based on normal operating capacity. Cannabis: Inventory cost includes pre-harvest, post-harvest and shipment and fulfillment, as well as related accessories. Pre-harvest costs include labor and direct materials to grow cannabis, which includes water, electricity, nutrients, integrated pest management, growing supplies and allocated overhead. Post-harvest costs include costs associated with drying, trimming, blending, extraction, purification, quality testing and allocated overhead. Shipment and fulfillment costs include the costs of packaging, labeling, courier services and allocated overhead. Inventory is stated at the lower of cost or net realizable value, determined using weighted average cost. Net realizable value is defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. At the end of each reporting period, the Company performs an assessment of inventory and records write-downs for excess and obsolete inventories based on the Company’s estimated forecast of product demand, production requirements, market conditions, regulatory environment, and spoilage. Actual inventory losses may differ from management’s estimates and such differences could be material to the Company’s balance sheets, statements of operations and comprehensive loss and statements of cash flows. (c) Property and equipment Property and equipment are stated at cost, net of accumulated depreciation and impairment losses, if any. Additions and improvements that materially increase the life of the assets are capitalized while maintenance and repairs are expensed as incurred. Significant expenditures, which extend the useful lives of assets or increase productivity are capitalized. When significant parts of one of our property and equipment have different useful lives, they are accounted for as separate items or components of property and equipment. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the respective accounts and any related gain or loss is recognized in the consolidated statements of operations. F- 9 Table of Contents PLANET 13 HOLDINGS INC. Notes to the Consolidated Financial Statements (in United States Dollars) Depreciation is calculated on a straight-line basis over the following expected useful lives: Land Not depreciated Land improvements (in years) 5 Building (in years) 5 – 40 Equipment (in years) 5 – 7 Leasehold improvements Shorter of estimated useful life or remaining lease term Construction in progress Not depreciated An assets residual value, useful life and depreciation method are reviewed at each reporting period with the effect of any changes in estimate accounted for on a prospective basis. Depreciation of property and equipment commences when the asset is available for use. Construction in progress includes construction progress payments, deposits, engineering costs and other costs directly related to the construction of the facilities. Expenditures are capitalized during the construction period and construction in progress in transferred to the relevant class of property and equipment when the assets are available for use, at which point in time the depreciation of the asset commences. Property and equipment acquired in a business combination is depreciated over the remaining useful life of the asset. (d) Intangible assets Intangible assets include licenses acquired as part of business combinations, asset acquisitions and other business transactions. The Company records intangible assets at cost, net of accumulated amortization and accumulated impairment losses, if any. Intangible assets acquired in a business combination are measured at fair value on the acquisition date. When there is no foreseeable limit on the period of time over which an intangible asset is expected to contribute to the cash flows of the Company, an intangible asset is determined to have an indefinite life. Indefinite life intangible assets are tested for impairment annually, or more frequently when events or circumstances indicate that impairment may have occurred. As part of the impairment evaluation, the Company may elect to perform an assessment of qualitative factors. If this qualitative assessment indicates that it is more likely than not that the fair value of the indefinite-lived intangible asset is less than its carrying value, a quantitative impairment test is required to compare the fair value of the asset to its carrying value. If the carrying value of an individual indefinite-lived intangible asset exceeds its fair value, such individual indefinite-life intangible asset is impaired by the amount of the excess. The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. The Company's intangible assets have an indefinite life. (e) Goodwill impairment test In accordance with the accounting standards, an entity has the option first to assess qualitative factors to determine whether events and circumstances indicate that it is more likely than not that goodwill or an indefinite-lived intangible asset is impaired. If after such assessment an entity concludes that the asset is not impaired, then the entity is not required to take further action. However, if an entity concludes otherwise, then it is required to determine the fair value of the asset using a quantitative impairment test, and if impaired, the associated assets must be written down to fair value. The quantitative impairment test for goodwill compares the fair value of a reporting unit with the carrying value of its net assets, including goodwill. If the fair value of the reporting unit is less than the carrying value of the reporting unit, an impairment charge would be recorded to the Company’s operations, for the amount in which the carrying amount exceeds the reporting unit’s fair value. The estimate of fair value requires the use of significant unobservable inputs, representative of a Level 3 fair value measurement. The Company determines fair values for each reporting unit using the income approach, when available and appropriate, the market approach, or a combination of both. The income approach involves forecasting projected financial information (such as revenue growth rates, profit margins, tax rates, working capital and capital expenditures) and selecting a discount rate that reflects the risk inherent in estimated future cash flows. Under the market approach, the fair value is based on observed market data. If multiple valuation methodologies are used, the results are weighted appropriately. F- 10 Table of Contents PLANET 13 HOLDINGS INC. Notes to the Consolidated Financial Statements (in United States Dollars) (f) Impairment of long-lived assets The Company reviews long-lived assets, including property and equipment and definite life intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. In order to determine if assets have been impaired, assets are grouped and tested at the lowest level for which identifiable independent cash flows are available (“asset group”). When indicators of potential impairment are present the Company prepares a projected undiscounted cash flow analysis for the respective asset or asset group. If the sum of the undiscounted cash flows is less than the carrying value of the asset or asset group, an impairment loss is recognized equal to the excess of the carrying value over the fair value, if any. Fair value can be determined using a market approach, income approach or cost approach. The reversal of impairment losses is prohibited. (g) Share-based compensation The Company has an equity incentive plan which includes issuances of stock options and restricted share units (“RSUs”). From time to time, the Company also enters into share-based compensation agreements with non-employees. The accounting for these arrangements typically aligns with those of employees. The Company measures and recognizes compensation expense for stock options and RSUs to employees and non-employees on a straight-line basis over the vesting period based on their grant date fair values. Prior to the adoption of ASU 2018 07 on January 1, 2019, the fair value of stock options to non-employees were re-measured at each reporting date until one of either of the counterparty’s commitment to perform is established or until the performance is complete. After adopting ASU 2018 - 07 which made amendments to ASC Topic 718, Stock Compensation, an acquirer measures share-based compensation to non-employees in exchange for goods and services in the same manner as share-based payments to employees, using a fair-value based approach measured at the grant date. This guidance is followed if the acquirer considers the assets and goods to be used or consumed in its own operation. If not, the Company has elected to account for the equity interests issued in accordance with ASC 805, Business Combinations, based on the fair value of the equity interests issued. The Company estimates the fair value of stock options on the date of grant using the Black-Scholes option pricing model. Determining the estimated fair value of at the grant date requires judgment in determining the appropriate valuation model and assumptions, including the fair value of shares on the grant date, risk-free rate, volatility rate, annual dividend yield and the expected term. The volatility rate is based on historical volatilities of public companies operating in a similar industry to the Company, as well as the Company’s historical volatility. The expected life in years represents the period of time that options granted are expected to be outstanding. The risk-free rate is based on the Government of Canada Bond yields on the date of the option grant with a remaining term equal to the expected life of the options. The Company estimates the fair value of RSUs to be the closing market price of the Company’s stock on the grant date. For stock options granted, the Company uses the fair value of common stock at the date of grant. The Company does not estimate forfeiture rates when calculating compensation expense for stock options or RSUs. The Company records forfeitures as they occur. Fully vested, non-forfeitable equity instruments issued to parties other than employees are measured on the date they are issued where there is no specific performance required by the grantee to retain those equity instruments. Share-based compensation transactions with non-employees are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. Where fully vested, non-forfeitable equity instruments are granted to parties other than employees in exchange for notes or financing receivable, the note or receivable is presented in additional paid-in capital on the balance sheets. (h) Reserved F- 11 Table of Contents PLANET 13 HOLDINGS INC. Notes to the Consolidated Financial Statements (in United States Dollars) (i) Revenue recognition The Company earns revenue primarily from the sale of cannabis to eligible retail customers at the Company-owned dispensaries, in addition to the wholesale of cannabis products to dispensary locations. The Company recognizes revenue to depict the transfer of promised goods or services to the customer in an amount that reflects the consideration to which the Company expects to be entitled in exchange for the performance obligations. In order to recognize revenue, the Company applies the following five ( 5 ) steps: 1 ) Identify the contract with the customer 2 ) Identify the performance obligation(s) 3 ) Determine the transaction price 4 ) Allocate the transaction price to the performance obligation(s) 5 ) Recognize revenue when/as performance obligation(s) are satisfied Revenue is recognized when control of the promised goods or services, through performance obligations by the Company, is transferred to the customer in an amount that reflects the consideration it expects to be entitled to in exchange for the performance obligations. More specifically, wholesale revenues are recognized upon delivery and acceptance by wholesale customers. Retail revenues are recognized at the point of sale. Discounts are recorded at the time of revenue recognition. Returns were not material during the years ended December 31, 2025 , and 2024 , but are recognized when the customer is refunded. Revenues are presented net of discounts and returns. At one of the Company’s entities, sales are made on consignment and revenue is not recognized until title passes upon delivery of the product by that distributor to their dispensary customers. Revenue on these sales is recognized upon shipment to the customer. Sales taxes collected from customers are remitted to the appropriate taxing jurisdictions and are excluded from sales revenue as the Company considers itself a pass-through conduit for collecting and remitting sales taxes. Excise duties that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer are included in revenue. Freight revenues on all product sales, when applicable, are also recognized, on a consistent manner, at a point in time. The term between invoicing and when payment is due is not significant and the period between when the entity transfers the promised good or service to the customer and when the customer pays for that good or service is one year or less. The following table represents the Company’s disaggregated revenue by sales channel: December 31, December 31, 2025 2024 Retail $ 92,960,702 $ 102,413,526 Wholesale 10,418,127 13,995,440 Net revenues $ 103,378,829 $ 116,408,966 Loyalty Points Reward Programs The Company offers a loyalty reward program to its dispensary customers that allows its customers to earn discounts or free product rewards on future purchases. Loyalty points are earned when a qualifying purchase is made. When a customer attains a certain number of points, the customer can redeem the credits on future in-store purchases. Loyalty points expire at the sole discretion of the Company. A portion of the revenue generated in a sale is allocated to the loyalty points earned. The amount allocated to the points earned is deferred until the loyalty points are redeemed. F- 12 Table of Contents PLANET 13 HOLDINGS INC. Notes to the Consolidated Financial Statements (in United States Dollars) Deferred Income Deferred income represents cash payments received in advance of the Company’s transfer of control of products or services to its customers and generally consists of unearned revenue from the Company’s loyalty programs. The Company’s deferred income balances were $ 226,627 and $ 2,441,553 as of December 31, 2025 and 2024 , respectively, and were recorded within accrued expenses in the consolidated balance sheets. During the years ended December 31, 2025 and 2024 , the Company recognized $ 2,634,492 and $ 1,977,669 , respectively, of net revenues from amounts recorded as deferred income. The deferred income balance as of December 31, 2025 is expected to be recognized as revenue within the next twelve months. The Company determined that no provision for returns or refunds was necessary as at December 31, 2025 or 2024 . (j) Cost of Sales Cost of sales represents costs directly related to manufacturing and distribution of the Company’s products. Primary costs include raw materials, packaging, direct labor, overhead, shipping and handling, the depreciation of certain property, plant and equipment, and tariffs. Manufacturing overhead and related expenses include salaries, wages, employee benefits, utilities, maintenance, and property taxes. Cost of sales also includes inventory valuation adjustments. The Company recognizes the cost of sales as the associated revenues are recognized. (k) Leases The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and right-of-use liabilities (current and non-current) in the balance sheets. Finance lease ROU assets and ROU liabilities (current and non-current), if any, are included finance lease in the balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets are classified as a finance lease or an operating lease. A finance lease is a lease in which 1 ) ownership of the property transfers to the lessee by the end of the lease term; 2 ) the lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise; 3 ) the lease is for a major part of the remaining economic life of the underlying asset; 4 ) The present value of the sum of the lease payments and any residual value guaranteed by the lessee that is not already included in the lease payments equals or exceeds substantially all of the fair value; or 5 ) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. The Company classifies a lease as an operating lease when it does not meet any one of these criteria. ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the incremental borrowing rate is used based on the information available at commencement date in determining the present value of lease payments. The Company uses the implicit rate when readily determinable. The ROU assets also include any lease payments made and excludes lease incentives. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. For finance leases, lease expenses are the sum of interest on the lease obligations and amortization of the ROU assets, resulting in a front-loaded expense pattern. ROU assets are amortized based on the lesser of the lease term and the useful life of the leased asset according to the property and equipment accounting policy. If ownership of the ROU assets transfers to the Company at the end of the lease term or if the Company is reasonably certain to exercise a purchase option, amortization is calculated using the estimated useful life of the leased asset, according to the property and equipment accounting policy. For operating leases, the lease expenses are generally recognized on a straight-line basis over the lease term and recorded to lease expenses or, in the case of leases directly related to the cultivation of cannabis, in cost of goods sold in the statements of operations and comprehensive loss. The Company has elected to apply the practical expedient, for each class of underlying asset, except real estate leases, to not separate non-lease components from the associated lease components of the lessee’s contract and account for both components as a single lease component. F- 13 Table of Contents PLANET 13 HOLDINGS INC. Notes to the Consolidated Financial Statements (in United States Dollars) The Company has elected not to recognize ROU assets and lease liabilities for short-term leases that have a lease term of 12 months or less that do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. Short-term leases include real estate and vehicles and are not significant in comparison to the Company’s overall lease portfolio. The Company continues to recognize the lease payments associated with these leases as expenses on a straight-line basis over the lease term. (l) Income taxes Income taxes are comprised of current and deferred taxes. These taxes are accounted for using the asset and liability method of accounting for income taxes under ASC 740 Income Taxes . Deferred tax is recognized on the difference between the carrying amount of an asset or a liability, as reflected in the consolidated financial statements, and the corresponding tax base used in the computation of income for tax purposes ("temporary difference") and measured using the enacted tax rates and laws as at the balance sheet date that are expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. Management assesses the likelihood that a deferred tax asset will be realized, and a valuation allowance is provided to the extent that it is more likely than not that all or a portion of a deferred tax asset will not be realized. If it is subsequently determined that the Company will be able to realize deferred tax assets in excess of the net recorded amount, then the valuation allowance will be adjusted accordingly in the period in which this determination is made. Current tax is recognized in connection with income for tax purposes, unrecognized tax benefits and the recovery of tax paid in a prior period and measured using the enacted tax rates and laws applicable to the taxation period during which the income for tax purposes arose. An unrecognized tax benefit may arise in connection with a period that has not yet been reviewed by the relevant tax authority. A change in the recognition or measurement of an unrecognized tax benefit is reflected in the period during which the change occurs. The Company recognizes uncertain income tax positions at the largest amount that is more-likely-than- not to be sustained upon examination by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Recognition or measurement is reflected in the period in which the likelihood changes. Interest and penalties in respect of income taxes are not recognized in the consolidated statement of operations and comprehensive loss as a component of income taxes but as a component of interest expense. As the Company operates in the cannabis industry, it is subject to the limits of U.S. Internal Revenue Code (“IRC”) Section 280E (“Section 280E” ) under which the Company is only allowed to deduct expenses directly related to the cost of producing the products or cost of production. (m) Sales and marketing expenses The Company expenses sales and marketing costs when incurred. Sales and marketing expense was $ 5,457,591 for the year ended December 31, 2025 ( 2024 - $ 5,805,721 ). (n) Fair value measurements Fair value is the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. Fair value measurement for invested assets are categorized into levels within a fair value hierarchy based on the nature of the valuation inputs (Levels 1, 2 or 3 ). The three levels are defined based on the observability of significant inputs to the measurement, as follows: ● Level 1: quoted prices (unadjusted) in active markets for identical or liabilities; ● Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and ● Level 3: one or more significant inputs used in a valuation technique are unobservable in determining fair values of the asset or liability F- 14 Table of Contents PLANET 13 HOLDINGS INC. Notes to the Consolidated Financial Statements (in United States Dollars) Determination of fair value and the resulting hierarchy requires the use of observable market data whenever available. The classification of an asset or liability in the hierarchy is based upon the lowest level of input that is significant to the measurement of fair value. The carrying value of the Company’s cash, restricted cash, accounts receivable, deposits, accounts payable, accrued expenses, and notes payable approximate their fair value due to their short-term nature. The Company's prepaid expenses and other current assets, long lived assets, including property, plant and equipment, intangible assets and goodwill are measured at fair value when there is an indicator of impairment and are recorded at fair value only when an impairment charge is recognized. (o) Loss per share Basic net loss per share is computed by dividing reported net loss by the weighted average number of shares of common stock outstanding for the reported period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock of the Company during the reporting period. Diluted earnings per share is computed by dividing net loss by the sum of the weighted average number of shares of common stock and the number of potentially dilutive common share equivalents outstanding during the period. Potential dilutive common share equivalents consist of the incremental common stock issuable upon the exercise of vested share options. When the Company is incurring losses, basic and diluted loss per share are the same since including the exercise of outstanding options and warrants in the diluted loss per share calculation would be antidilutive. (p) Reportable Segment Information Management has determined that the Company functions as a single operating segment, and thus reports as a single reportable segment. This determination is based on rules prescribed by GAAP applied to the manner in which management operates the Company. In particular, management assessed the discrete financial information routinely reviewed by the Company’s chief operating decision maker (“CODM”), its Co-Chief Executive Officers, to monitor the Company’s operating performance and support decisions regarding allocation of resources to its operations. Specifically, performance is continuously monitored at the consolidated level as the Company is engaged in essentially the same business, which consists of cultivation, production, and sale of cannabis products, either for medicinal-use and/or adult-use, depending on applicable state laws and regulations. The CODM evaluates the financial performance of the Company primarily by evaluating revenue (as disclosed on the consolidated statements of operations), adjusted EBITDA (a non-GAAP measure), and cash provided by operating activities (as disclosed on the consolidated statements of cash flows) to assess the Company's results and in the determination of allocating resources. The CODM may use disaggregated revenue metrics to evaluate product pricing, store count, and customer retention, among other things. The significant expenses reviewed by the CODM are cost of goods sold, sales and marketing expenses, and general and administrative expenses as presented on the consolidated statements of operations. As at December 31, 2025 and 2024 , all of the Company’s assets were located in the United States and 100 % of the Company’s revenue was generated in the United States. (q) Critical accounting estimates and judgements The preparation of consolidated financial statements in conformity with GAAP requires the Company’s management to make judgements, estimates and assumptions about future events that affect the amounts reported in the consolidated financial statements. Although these estimates are based on management’s best knowledge of the amount, event or actions, actual results may differ from those estimates. Estimates and judgements are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. Financial statement areas that require significant judgments are as follows: Estimated useful lives and depreciation of property and equipment, right-of-use assets Depreciation and amortization of property and equipment, right-of-use assets and intangible assets are dependent upon estimates of useful lives, which are determined through the exercise of judgment. Impairment of definite long-lived assets is influenced by judgment in defining a an asset group and determining the indicators of impairment, and estimates used to measure impairment losses. Refer to Notes 6, 7 and 8 for further information. F- 15 Table of Contents PLANET 13 HOLDINGS INC. Notes to the Consolidated Financial Statements (in United States Dollars) Leases The Company applies judgement in determining whether a contract contains a lease and if a lease is classified as an operating lease or a finance lease. The Company determines the lease term as the non-cancellable term of the lease, which may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The lease term is used in determining classification between operating lease and finance lease, calculating the lease liability and determining the incremental borrowing rate. The Company has several lease contracts that include extension and termination options. The Company applies judgement in evaluating whether it is reasonably certain to exercise the option to renew or terminate the lease. That is, it considers all relevant factors that create an economic incentive for it to exercise either the renewal or termination. After the commencement date of the lease, the Company reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise or not to exercise the option to renew or to terminate (e.g., construction of significant leasehold improvements or significant customization to the leased asset). The Company is required to discount lease payments using the rate implicit in the lease if that rate is readily available. If that rate cannot be readily determined, the lessee is required to use its incremental borrowing rate. The Company generally uses the incremental borrowing rate when initially recording real estate leases. Information from the lessor regarding the fair value of underlying assets and initial direct costs incurred by the lessor related to the leased assets is not available. The Company determines the incremental borrowing rate as the interest rate the Company would pay to borrow over a similar term the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. Asset Impairment The Company evaluates the recoverability of long-lived assets, including property, plant and equipment, ROU assets, goodwill and other identifiable intangible assets, whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable. The Company performs impairment tests of indefinite-lived intangible assets on an annual basis or more frequently in certain circumstances. Factors which could trigger an impairment review include significant underperformance relative to historical or projected future operating results, significant changes in the manner of use of the assets or the strategy for the overall business, a significant decrease in the market value of the assets or significant negative industry or economic trends. When the Company determines that the carrying value of long-lived assets may not be recoverable based upon the existence of one or more of the indicators, the assets are assessed for impairment based on the estimated future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. If the carrying value of an asset exceeds its estimated future undiscounted cash flows, an impairment loss is recorded for the excess of the asset’s carrying value over its fair value. The fair value of the long-lived assets included in an impaired asset group may be determined using an income, market, or cost approach, or a combination thereof. The income approach utilizes assumptions including management’s best estimates of the expected future cash flows and the estimated useful life of the asset group. The cost approach utilizes assumptions for the current replacement costs of similar assets adjusted for estimated depreciation and deterioration of the existing equipment and economic obsolescence. The market approach requires the use of judgment in evaluating market comparable assets. Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors. The fair value measurements for the asset group fair values represent Level 3 measurements. During the year ended December 31, 2025 the Company recorded a full impairment charge of $ 12,422,802 associated with property, plant and equipment, and ROU assets for its Las Vegas, Nevada cultivation facility as the fair value of these assets based on management's expected future cash flows equal $ 0 . During the year ended December 31, 2025 the Company recorded an impairment charge of $ 17,421,425 associated with property, plant and equipment, and the cultivation license for its Coalinga, California cultivation facility as the fair value of these assets based on management's expected future cash flows equaled $ 3,000,000 , which was reclassified to assets held for sale. During the year ended December 31, 2024 the Company recorded a full impairment charge of $ 17,118,954 associated with property, plant and equipment, ROU assets and the retail license for its Orange County, California dispensary as the fair value of these assets based on management's expected future cash flows equal $ 0 . During the year ended December 31, 2024 the Company recorded a full impairment charge of $ 1,763,901 associated with property, plant and equipment and ROU assets related to its cultivation facility in Beatty Nevada. Due the expected closure of this facility, management's expected future cash flows equal $ 0 . During the year ended December 31, 2024 the Company recorded an impairment charge of $ 2,393,087 associated with property plant and equipment related to an abandoned cultivation project in Florida. The fair value of these assets was determined to be $ 400,000 based on management's expected future cash flows. Deferred tax assets and uncertain tax positions The Company recognizes deferred tax assets and liabilities based on the differences between the consolidated financial statement carrying amounts and the respective tax bases of its assets and liabilities. The Company measures deferred tax assets and liabilities using current enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to reverse. The Company routinely evaluates the likelihood of realizing the benefit of its deferred tax assets and may record a valuation allowance if, based on all available evidence, it determines that some portion of the tax benefit will not be realized. In evaluating the ability to recover deferred tax assets within the jurisdiction from which they arise, the Company considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies and results of operations. In projecting future taxable income, the Company considers historical results and incorporates assumptions about the amount of future pretax operating income adjusted for items that do not have tax consequences. The Company’s assumptions regarding future taxable income are consistent with the plans and estimates that are used to manage its underlying businesses. In evaluating the objective evidence that historical results provide, the Company considers three years of cumulative operating income (loss). The income tax expense, deferred tax assets and liabilities and liabilities for unrecognized tax benefits reflect the Company’s best assessment of estimated current and future taxes to be paid. Deferred tax asset valuation allowances and liabilities for unrecognized tax benefits require significant judgment regarding applicable statutes and their related interpretation, the status of various income tax audits and the Company’s particular facts and circumstances. Although the Company believes that the judgments and estimates discussed herein are reasonable, actual results, including forecasted COVID- 19 business recovery, could differ, and the Company may be exposed to losses or gains that could be material. To the extent the Company prevails in matters for which a liability has been established or is required to pay amounts in excess of the established liability, the effective income tax rate in a given financial statement period could be materially affected. F- 16 Table of Contents PLANET 13 HOLDINGS INC. Notes to the Consolidated Financial Statements (in United States Dollars) Key estimates in these consolidated financial statements include: Share-based compensation The Company uses the Black-Scholes valuation model to determine the fair value of options and warrants granted to employees and non-employees under share-based payment arrangements, where appropriate. In estimating fair value, management is required to make certain assumptions and estimates such as the expected term of the instrument, volatility of the Company’s future share price, risk free rates, future dividend yields and estimated forfeitures at the initial grant date, by reference to the underlying terms of the instrument, and the Company’s experience with similar instruments. Changes in assumptions used to estimate fair value could result in materially different results. Refer to Note 12 for further information. Valuation of inventory Inventory is comprised of raw materials, work-in-progress and finished goods. Cannabis and hemp costs include expenditures directly related to the manufacturing process as well as suitable portions of related production overheads, based on normal operating capacity. At the end of each reporting period, the Company performs an assessment of inventory and records inventory valuation adjustments for excess and obsolete inventories based on the estimated forecast of product demand, production requirements, market conditions, regulatory environment, and spoilage. A reserve is estimated to ensure the inventory balance at the end of the year reflects the estimates of product the Company expects to sell in the next year. Changes in the regulatory structure, lack of retail distribution locations or lack of consumer demand could result in future inventory reserves. (r) Accounting standards update In December 2025, the FASB issued ASU 2025 - 11, Interim Reporting (Topic 270 ): Narrow-Scope Improvements (“ASU 2025 - 11” ). ASU 2025 - 11 makes targeted, narrow-scope improvements to the interim reporting guidance in ASC 270 to clarify the timing and consistency of recognition and measurement in quarterly financial statements. The amendments address specific areas where existing guidance led to uncertainty about whether certain costs, adjustments or changes in estimates should be recognized in an interim period or allocated over an annual period. The amendments in ASU 2025 - 11 do not introduce new accounting concepts but improves consistency, reduces diversity in practice and enhances comparability across interim reporting periods. ASU 2025 - 11 is effective for fiscal years beginning after December 15, 2027, including interim reporting periods within those fiscal years, and can be applied on either a prospective or modified retrospective basis. Early adoption is permitted. The Company does not anticipate ASU 2025 - 11 will have a material impact on its consolidated financial statements upon adoption. In September 2025, the FASB issued ASU 2025 - 07, Derivatives and Hedging (Topic 815 ) and Revenue from Contracts with Customers (Topic 606 ): Scope Refinements (“ASU 2025 - 07” ). ASU 2025 - 07 was issued to clarify the application of derivative accounting to certain contracts and refine the guidance for share-based noncash consideration received from customers. The amendments introduce a scope exception for contracts that are not exchange-traded and whose underlying is tied to operations or activities specific to one party. Additionally, ASU 2025 - 07 clarifies that share-based noncash consideration from a customer should initially be accounted for under Topic 606 until the right to receive or retain such consideration becomes unconditional, at which point financial instruments guidance may apply. ASU 2025 - 07 is effective for fiscal years beginning after December 15, 2026, including interim reporting periods within those fiscal years, and can be applied on either a prospective or modified retrospective basis. Early adoption is permitted. The Company does not anticipate any impact of ASU 2025 - 07 to the Company and its consolidated financial statements upon adoption. In September 2025, the FASB issued ASU 2025 - 06, Intangibles—Goodwill and Other—Internal-Use Software: Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025 - 06” ). ASU 2025 - 06 was issued to modernize and clarify the accounting for internal-use software, addressing stakeholder concerns that the existing guidance was outdated and based on traditional waterfall development methods that no longer reflect current software development practices, including agile methodologies. The amendments in ASU 2025 - 06 eliminate references to prescriptive “project stages” and introduce a clearer capitalization threshold, requiring capitalization of software costs once (i) management has authorized and committed funding to the project and (ii) it is probable the software will be completed and used as intended. Entities must also assess whether significant uncertainty exists in the development process when applying this threshold. ASU 2025 - 06 is effective for all entities for annual reporting periods beginning after December 15, 2027, and can be applied on a prospective, modified retrospective or retrospective basis. Early adoption is permitted. The Company is currently evaluating the potential impact of ASU 2025 - 06 to the Company and its consolidated financial statements upon adoption. In August 2025, the FASB issued ASU 2025 - 05, Financial Instruments—Credit Losses: Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025 - 05” ). ASU 2025 - 05 was issued to simplify and improve the measurement of credit losses for accounts receivable and contract assets. The amendments in ASU 2025 - 05 respond to stakeholder concerns regarding the cost and complexity of applying the current expected credit loss model, particularly for assets collected shortly after the balance sheet date. ASU 2025 - 05 introduces an optional practical expedient allowing all entities to assume that current conditions as of the balance sheet date remain unchanged for the remaining life of the asset. ASU 2025 - 05 is effective for annual reporting periods beginning after December 15, 2025, including interim reporting periods within those annual reporting periods, and must be applied prospectively. Early adoption is permitted. The Company is currently evaluating the potential impact of ASU 2025 - 05 to the Company and its consolidated financial statements upon adoption. In May 2025, the FASB issued ASU 2025 - 04, Compensation—Stock Compensation and Revenue from Contracts with Customers (“ASU 2025 - 04” ). ASU 2025 - 04 revises FASB’s Master Glossary definition of the term performance condition for share-based consideration payable to a customer. The revised definition incorporates conditions (such as vesting conditions) that explicitly include volume or monetary amount of a customer’s purchases of goods or services from the grantor. In addition, the amendments in ASU 2025 - 04, eliminate the policy election permitting a grantor to account for forfeitures as they occur; and clarify that share-based consideration encompasses the same instruments as share-based payment arrangements, but the grantee does not need to be a supplier of goods or services to the grantor and clarify that a grantor is required to assess the probability that an award will vest using only the guidance in ASC 718, Compensation––Stock Compensation. Revenue recognition will no longer be delayed when an entity grants awards that are not expected to vest. ASU 2025 - 04 is effective for all entities for annual reporting periods, including interim reporting periods within those annual reporting periods, beginning after December 15, 2026 and can be applied on a modified retrospective or retrospective basis. Early adoption is permitted. The Company is currently evaluating the potential impact of ASU 2025 - 04 to the Company and its consolidated financial statements upon adoption. As of December 31, 2025, the Company has no customer contracts or transactions within the scope of this amendment. In May 2025, the FASB issued ASU 2025 - 03, Business Combinations and Consolidation: Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity (“ASU 2025 - 03” ). ASU 2025 - 03 replaces the requirement that the primary beneficiary always is the acquirer with an assessment that requires an entity to consider the factors to determine which entity is the accounting acquirer. Upon adoption, in an acquisition transaction effected primarily by exchanging of equity interests when the legal acquiree is a VIE that meets the definition of a business, the Company will be required to consider the factors in paragraphs ASC 805 - 10 - 55 - 12 through 55 - 15 to determine if it is the accounting acquirer. Specifically, under ASU 2025 - 03, acquisition transactions in which the legal acquiree is a VIE will, in more instances, result in the same accounting outcomes as economically similar transactions in which the legal acquiree is a VIE. ASU 2025 - 03 is effective for all entities for annual reporting periods, including interim reporting periods within those annual reporting periods, beginning after December 15, 2026 and must be applied on a prospective basis. Early adoption is permitted. The Company is currently evaluating the potential impact of ASU 2025 - 03 to the Company and its consolidated financial statements upon adoption. In January 2025, the FASB issued ASU 2025 - 01, Reporting Comprehensive Income - Expense Disaggregation Disclosures, which clarifies the effective dates of ASU 2024 - 03. Following the issuance of Update 2024 - 03, the Board was asked to clarify the initial effective date for entities that do not have an annual reporting period that ends on December 31 ( referred to as non-calendar year-end entities). Because of how the effective date guidance was written, a non-calendar year-end entity may have concluded that it would be required to initially adopt the disclosure requirements in Update 2024 - 03 in an interim reporting period, rather than in an annual reporting period. The Company's annual reporting ends December 31, so ASU 2025 - 01 has no impact on the Company or its consolidated financial statements. (s) Reserved F- 17 Table of Contents PLANET 13 HOLDINGS INC. Notes to the Consolidated Financial Statements (in United States Dollars) (t) Asset held for sale The Company classifies its long-lived assets and related liabilities to be sold as held for sale in the period (i) it has approved and committed to a plan to sell the asset, (ii) the asset is available for immediate sale in its present condition, (iii) an active program to locate a buyer and other actions required to sell the asset have been initiated, (iv) the sale of the asset is probable, (v) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value, and (vi) it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. The Company initially measures a long-lived asset that is classified as held for sale at the lower of its carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Conversely, gains are not recognized on the sale of a long-lived asset until the date of sale. Upon designation as an asset held for sale, the Company no longer records depreciation expense on the asset. The Company assesses the fair value of a long-lived asset less any costs to sell at each reporting period and until the asset is no longer classified as held for sale. 4. Inventory Finished goods inventory consists of dried cannabis, concentrates, edibles, and other products that are complete and available for sale (both internally generated inventory and third -party products purchased in the wholesale market). Work in process inventory consists of cannabis after harvest, in the processing stage. Packaging and miscellaneous consist of consumables for use in the transformation of biological assets and other inventory used in production of finished goods, non-cannabis merchandise and food and beverage items. The Company’s inventory is comprised of: December 31, December 31, 2025 2024 Raw materials $ 6,853,816 $ 9,768,295 Packaging and miscellaneous 1,536,003 1,949,621 Work in progress 3,976,567 6,406,679 Finished goods 5,772,008 4,697,399 $ 18,138,394 $ 22,821,994 Cost of Inventory is recognized as an expense when sold and included in cost of goods sold. During the year ended December 31, 2025 , the Company recognized $ 63,099,741 ( 2024 - $ 60,298,520 ) of inventory expensed to cost of goods sold. F- 18 Table of Contents PLANET 13 HOLDINGS INC. Notes to the Consolidated Financial Statements (in United States Dollars) 5. Prepaid expenses and other current assets December 31, December 31, 2025 2024 Security deposits $ 27,318 $ 122,839 Advertising and Marketing - 259,113 Prepaid rent 963,655 965,043 Insurance 433,720 414,570 License fees 417,304 1,211,694 Miscellaneous 817,059 1,595,557 $ 2,659,056 $ 4,568,816 6. Property, plant and equipment Land and Leasehold Construction Improvements Buildings Equipment Improvements in Progress Total Gross carrying amount At December 31, 2023 6,691,107 17,639,365 13,843,385 64,551,017 5,583,614 108,308,488 Additions - 1,140,477 3,455,096 8,350,496 8,412,972 21,359,041 Transfers - 26,786 1,157,443 7,392,523 ( 8,576,752 ) - Asset Impairments ( 625,146 ) ( 1,718,076 ) ( 1,321,587 ) ( 14,940,679 ) ( 2,398,087 ) ( 21,003,575 ) Disposals - - ( 93,206 ) - ( 62,960 ) ( 156,166 ) At December 31, 2024 6,065,961 17,088,552 17,041,131 65,353,357 2,958,787 108,507,788 Additions - 11,263 814,212 1,968,642 3,732,581 6,526,698 Transfers - - 455,941 2,921,724 ( 3,377,665 ) - Reclassified to Assets Held for Sale ( 3,000,000 ) ( 3,000,000 ) Asset Impairments ( 2,466,944 ) ( 9,314,402 ) ( 3,343,753 ) ( 11,092,756 ) - ( 26,217,855 ) Disposals ( 3,311,050 ) ( 149,104 ) ( 212,440 ) ( 400,000 ) ( 4,072,594 ) At December 31, 2025 $ 287,967 $ 4,785,413 $ 14,818,427 $ 58,938,527 $ 2,913,703 $ 81,744,037 Depreciation At December 31, 2023 262,259 914,436 8,803,434 30,776,662 - 40,756,791 Additions 22,184 782,287 2,583,428 10,026,791 - 13,414,690 Asset Impairments ( 255,971 ) ( 374,751 ) ( 1,118,722 ) ( 7,369,068 ) - ( 9,118,512 ) Transfers & disposals - - ( 56,604 ) - - ( 56,604 ) At December 31, 2024 28,472 1,321,972 10,211,536 33,434,385 - 44,996,365 Additions 15,306 686,630 2,375,684 8,321,634 - 11,399,254 Asset Impairments ( 24,074 ) ( 1,098,407 ) ( 2,516,046 ) ( 4,998,803 ) - ( 8,637,330 ) Transfers & disposals - - ( 104,915 ) ( 31,015 ) - ( 135,930 ) At December 31, 2025 $ 19,704 $ 910,195 $ 9,966,259 $ 36,726,201 $ - $ 47,622,359 Carrying amount At December 31, 2024 $ 6,037,489 $ 15,766,580 $ 6,829,595 $ 31,918,972 $ 2,958,787 $ 63,511,423 At December 31, 2025 $ 268,263 $ 3,875,218 $ 4,852,168 $ 22,212,326 $ 2,913,703 $ 34,121,678 For the year ended December 31, 2025 depreciation expense was $ 11,399,254 ( 2024 - $ 13,414,690 ) of which $ 4,351,016 ( 2024 - $ 4,553,769 ) was included in cost of goods sold. During the year ended December 31, 2025 the Company transferred $ 3,377,665 ( 2024 - $ 8,576,752 ) of costs from Construction in Progress to Leasehold Improvements, Buildings, Equipment and Land Improvements upon completion of the related projects. F- 19 Table of Contents PLANET 13 HOLDINGS INC. Notes to the Consolidated Financial Statements (in United States Dollars) During the year ended December 31, 2025 the Company disposed of various property and equipment for proceeds of $ 9,101,339 ( 2024 - $ 21,000 ) resulting in a net loss of $ 2,423,653 ( 2024 - net loss of $ 78,563 ). During the year ended December 31, 2025 the Company recorded a full impairment charge of $ 6,609,590 associated with property, plant and equipment, for its Las Vegas, Nevada cultivation facility as the fair value of these assets based on management's expected future cash flows equal $ 0 . During the year ended December 31, 2025 the Company recorded an impairment charge of $ 10,970,935 associated with property, plant and equipment, for its Coalinga, California cultivation facility as the fair value of these assets based on management's expected future cash flows equaled $ 3,000,000 . These assets were reclassified as held for sale and subsequently sold for $ 2,734,319 resulting in a loss on sale of assets of $ 265,681 . During the year ended December 31, 2024 the Company recorded a full impairment charge of $ 7,752,871 associated with property, plant and equipment, for its Orange County, California dispensary as the fair value of these assets based on management's expected future cash flows equal $ 0 . During the year ended December 31, 2024 the Company recorded a full impairment charge of $ 1,739,105 associated with property, plant and equipment related to its cultivation facility in Beatty Nevada. Due the expected closure of this facility, management's expected future cash flows equal $ 0 . During the year ended December 31, 2024 the Company recorded an impairment charge of $ 2,393,087 associated with property, plant and equipment related to building materials for its cultivation facility in Summerfield, Florida. Due the abandonment of this project, the fair value of these building materials is $ 400,000 based on management's estimation of future cash flows. 7. Intangible assets and goodwill Retail Dispensary Santa Ana Retail Dispensary Clark County Cultivation and Production Clark County Master License Florida Illinois License Cultivation Coalinga CA Other Intangibles Florida MMTC License-VidaCann VidaCann Goodwill Other Total Gross carrying amount Balance, December 31, 2023 $ 6,151,343 $ 690,000 $ 709,798 $ - $ 1,812,656 $ 5,860,000 $ - $ - $ 30,000 $ 15,253,797 Additions - - - - - - 9,000,000 30,661,477 - 39,661,477 Impairment loss ( 6,151,343 ) - - - - - - - - ( 6,151,343 ) Balance at December 31, 2024 $ - $ 690,000 $ 709,798 $ - $ 1,812,656 $ 5,860,000 $ 9,000,000 $ 30,661,477 $ 30,000 $ 48,763,931 Additions - - - - - - - - - - Impairment loss - - - - - ( 5,860,000 ) - - - ( 5,860,000 ) Balance at December 31, 2025 $ - $ 690,000 $ 709,798 $ - $ 1,812,656 $ - $ 9,000,000 $ 30,661,477 $ 30,000 $ 42,903,931 F- 20 Table of Contents PLANET 13 HOLDINGS INC. Notes to the Consolidated Financial Statements (in United States Dollars) During the year ended December 31, 2025 the Company recorded a full impairment charge of $ 5,860,000 associated with the licenses, for its Coalinga, California cultivation facility as the fair value of these licenses based on management's expected future cash flows equal $ 0 . During the year ended December 31, 2024 the Company recorded a full impairment charge of $ 6,151,343 associated with the licenses, for its Orange County, California dispensary as the fair value of these licenses based on management's expected future cash flows equal $ 0 . VidaCann Acquisition On August 28, 2023, the Company entered into a Membership Interest Purchase Agreement (“ Purchase Agreement ”) with VidaCann, LLC (“ VidaCann ”), Loop’s Dispensaries, LLC (“ Dispensaries ”), Ray of Hope 4 Florida, LLC (“ Ray of Hope ”) and Loops Nursery & Greenhouses, Inc. (“ Nursery ” and together with Dispensaries and Ray of Hope, the (“ Sellers ”), David Loop (“ Loop ”) and Mark Ascik (together with Loop, the “ Indemnifying Members ”) and Loop, solely in his capacity as Seller Representative, pursuant to which, upon the terms and subject to the conditions set forth therein, the Company would acquire from the Sellers all of the membership interests in VidaCann (the “ Transaction ”). On May 9, 2024, the Company acquired 100 % ownership interest of VidaCann, LLC. (“ VidaCann ”) and accounted for the transaction as a business combination acquisition pursuant to ASC 805. VidaCann was established in 2003 and was formed for the purpose of cultivating and selling cannabis products in the state of Florida, where it owns and operates a cultivation and manufacturing facility. The Company executed the VidaCann transaction in order to expedite its entrance into the attractive Florida cannabis market with an existing customer base and operational cultivation and manufacturing facilities. Pursuant to the Purchase Agreement, the Company acquired VidaCann from the Sellers for agreed consideration at closing of the Transaction (the “ Closing ”) equal to the sum of: (i) 80,564,554 shares of common stock of the Company (the “ Base Share Consideration ”), plus 1,307,698 shares with a fair value of $ 750,000 that were issued to VidaCann’s industry advisor (the “ VC Advisor ”) as acquisition-related costs; (ii) a cash payment of US$4,000,000 (the “Closing Cash Payment”); and (iii) promissory notes issued by the Company to the Sellers in the aggregate principal amount of US$5,000,000, with each of the above components subject to adjustments as set out in the Purchase Agreement. Based on the closing price of the Company’s common shares of ( CAD$0.9100 ) US$0.6647 on May 9, 2024 on the Canadian Securities Exchange (the “ CSE ”) (based on the Bank of Canada CAD to USD exchange rate on May 9, 2024 of CAD$1.00=US$0.7304 ), the total consideration was valued at $ 50,755,443 . As contemplated by the definitive agreement, VidaCann continued to have US$3 million of bank indebtedness and US$1.5 million of related party notes to former VidaCann managers at the time of closing, which were assumed by the Company. The Seller of the majority interest in VidaCann also has the right to nominate a director to the Company’s board of directors effective the next business day following the Company’s 2024 annual meeting of stockholders in June. The Seller has selected David Loop, the former Chief Executive Officer of VidaCann, as its board nominee. The VidaCann acquisition was deemed to be a business combination under ASC 805. The following table summarizes the allocation of consideration exchanged to the estimated fair value of the tangible and intangible assets acquired: Consideration paid: Cash $ 4,000,000 Issuance of 80,564,554 Common Shares 42,123,314 Note Payable to Former VidaCann Shareholders 4,632,129 $ 50,755,443 Fair value of net assets acquired: Cash $ 911,715 Inventory 7,375,225 Prepaids and other assets 1,869,222 Property, plant and equipment 9,080,072 ROU Assets 21,371,614 Intangible assets 9,000,000 Goodwill 30,661,477 ROU Liabilities ( 21,371,614 ) Notes Payable ( 4,010,582 ) Accounts Payable and Accrued Liabilities ( 4,131,686 ) $ 50,755,443 The purchase price allocations for the VidaCann transaction reflect various fair value estimates and analyses relating to the determination of fair value of certain tangible and intangible assets acquired and residual goodwill. The Company determined the estimated fair value of the acquired working capital, and identifiable intangible assets and goodwill after review and consideration of relevant information including market data and management’s estimates. The estimated fair value of acquired working capital was determined to approximate carrying value. The goodwill arising from the VidaCann transaction consists of expected synergies from combining operations of the Company and VidaCann, and intangible assets not qualifying for separate recognition such as formulations, proprietary technologies and acquired know-how. None of the goodwill is deductible for tax purposes. VidaCann’s state cannabis license represented an identifiable intangible asset acquired in the amount of $ 9,000,000 . The VidaCann cannabis license acquired has an indefinite life and as such will not be subject to amortization. In connection with the VidaCann transaction, the Company expensed $ 1,020,563 of acquisition-related costs, which have been included in general and administrative expenses on the Company’s consolidated statement of operations and comprehensive loss for the year ended December 31, 2024, and $ 909,363 for the year ended December 31, 2023. VidaCann contributed revenue, net of discounts, gross profit and net loss of $ 26,890,356 , $ 14,668,773 and ($ 1,878,533 ) included in the Company's Consolidated Comprehensive Net Income (loss) in the year ended December 31, 2024. F- 21 Table of Contents PLANET 13 HOLDINGS INC. Notes to the Consolidated Financial Statements (in United States Dollars) The following table reflects the revenue, gross profit and comprehensive loss that would have been reported if the acquisition had occurred at the beginning of the year ended December 31, 2023. For the Year Ended December 31, 2023 As Reported VidaCann Pro Forma Revenue, net of discounts $ 98,505,170 $ 34,263,343 $ 132,768,513 Gross Profit 44,823,144 12,574,426 57,397,570 Comprehensive Income (loss) for the year ( 73,608,758 ) 1,502,402 ( 72,106,356 ) F- 22 Table of Contents PLANET 13 HOLDINGS INC. Notes to the Consolidated Financial Statements (in United States Dollars) Florida License On January 22, 2024, the Company entered into a definitive agreement to sell its Planet 13 Florida, Inc. entity for $ 9,000,000 which, at the time of sale held no assets other than a Florida medical marijuana treatment center (“MMTC”) license. The value of the Florida license at December 31, 2023 was less than the carrying amount of the license. Consequently, the Company recorded an impairment charge of $ 46,846,866 against the carrying value of its Florida MMTC license. The impairment loss is reflected in the statement of operations and comprehensive loss under the caption “Impairment Loss.” During the fourth quarter of 2023, the Company committed to a plan to sell its Florida license. Accordingly, the license held by the Company's Florida subsidiary was presented as an asset held for sale on the consolidated balance sheet as of December 31, 2023. The sale of Planet 13 Florida, Inc. was completed on May 6, 2024. Transaction costs incurred for the sale of the license equaled $ 762,091 . 8. Leases The Company’s lease agreements are for cultivation, manufacturing, retail, and office premises and for vehicles. The property lease terms range between 5 years and 24 years depending on the facility and are subject to an average of 2 renewal periods of equal length as the original lease. Certain leases include escalation clauses or payment of executory costs such as property taxes, utilities, or insurance and maintenance. Rent expense for leases with escalation clauses is accounted for on a straight-line basis over the lease term. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The following table provides the components of lease cost recognized in the consolidated statement of operations and comprehensive loss for 2025 and 2024 : F- 23 Table of Contents PLANET 13 HOLDINGS INC. Notes to the Consolidated Financial Statements (in United States Dollars) December 31, December 31, 2025 2024 Operating lease costs $ 9,116,064 $ 7,773,169 Short term lease expense 449,079 330,004 Total lease costs $ 9,565,143 $ 8,103,173 Other information related to operating and finance leases as of and for the year end December 31, 2025 and 2024 are as follows: December 31, 2025 December 31, 2024 Operating Operating Lease Lease Weighted average discount rate 15.00 % 15.00 % Weighted average remaining lease term 7.72 7.90 The maturity of the contractual undiscounted lease liabilities as of December 31, 2025 and 2024 is: 2025 2024 Operating Operating Lease Lease 2025 $ - $ 8,682,145 2026 7,779,306 8,750,185 2027 7,973,556 8,805,324 2028 8,050,719 8,934,274 2029 8,106,646 8,858,495 2030 8,067,339 8,109,104 2031 7,917,963 - Thereafter 61,532,548 67,931,257 Total undiscounted lease liabilities 109,428,077 120,070,784 Interest on lease liabilities ( 64,829,069 ) ( 71,803,530 ) Total present value of minimum lease payments 44,599,008 48,267,254 Lease liability - current portion ( 1,385,566 ) ( 1,818,588 ) Lease liability $ 43,213,442 $ 46,448,666 All leases relate to real estate. For the year ended December 31, 2025 the Company incurred $ 9,116,064 of operating lease costs ( 2024 - $ 7,773,169 ), of which $ 3,991,265 ( 2024 - $ 3,275,515 ) was allocated to cost of goods sold and inventory. During the year ended December 31, 2025 the Company recorded a full impairment charge of $ 5,813,212 associated with ROU assets related to its Las Vegas, Nevada cultivation facility as the fair value of these assets based on management's expected future cash flows equal $ 0 . During the year ended December 31, 2025 the Company recorded a full impairment charge of $ 590,491 associated with ROU assets related to a warehouse space in Coalinga, California as the fair value of these assets based on management's expected future cash flows equal $ 0 . During the year ended December 31, 2024 the Company recorded a full impairment charge of $ 3,214,740 associated with ROU assets related to its Orange County, California dispensary as the fair value of these assets based on management's expected future cash flows equal $ 0 . During the year ended December 31, 2024 the Company recorded a full impairment charge of $ 24,796 associated with ROU assets related to its cultivation facility in Beatty Nevada. Due the expected closure of this facility, management's expected future cash flows equal $ 0 . See Note 16 for additional supplemental cash flow information related to leases. F- 24 Table of Contents PLANET 13 HOLDINGS INC. Notes to the Consolidated Financial Statements (in United States Dollars) 9. Notes payable December 31, December 31, Stated Interest Effective Maturity 2025 2024 Rate Interest Rate Date Promissory note dated November 4, 2015, with semi-annual interest at 5.0%, secured by deed of trust, due December 1, 2019 - 884,000 5.0 % (1) 5.0 % 12/1/2019 Promissory Note to Former VidaCann Shareholders, unsecured with interest accrued at 5.0%, maturity date April 1, 2025 - 4,869,695 5.0 % (2) 15.0 % 4/1/2025 Promissory Note to La Fayette State Bank, unsecured with interest paid monthly at 10%, maturity date February 20, 2025 - 2,927,989 10.0 % (3) 15.0 % 2/20/2025 Promissory Note to VidaCann former managers, unsecured with interest paid monthly at 7.5%, maturity date May 6, 2029 1,234,353 1,177,722 7.5 % (4) 15.0 % 5/6/2029 Revolving Line of Credit, cash secured with monthly interest paid at an annual rate of 5.65% 9,750,000 - 5.65 % (5) 5.65 % 6/30/2026 $ 10,984,353 $ 9,859,406 Less current portion ( 9,750,000 ) ( 8,681,684 ) $ 1,234,353 $ 1,177,722 Stated maturities of debt obligations are as follows: 2024 $ - $ - 2025 - 8,681,684 2026 9,750,000 - 2027 - - 2028 - - 2029 1,234,353 1,177,722 Total $ 10,984,353 $ 9,859,406 ( 1 ) The Promisory note dated November 4, 2015 had a face value of $ 884,000 . The Company settled with the note holder for a parcel of land secured by the note in exchange for cancellation of the note in full and relief of all accrued interest. Total interest expense including accrued interest for the year ended December 31, 2025 equaled $ 0 ( 2024 - $ 44,200 ). ( 2 ) The Promisory note to former VidaCann Shareholders had a face value of $ 5,000,000 . The Company determined a fair value of $ 4,632,129 at the May 9, 2024 acquisition date using a 15 % estimated borrowing rate. Total interest expense including accrued interest and amortization of the note discount for the year ended December 31, 2025 equaled $ 213,182 ( 2024 - $ 378,662 ). This note was paid in full on April 1, 2025. ( 3 ) The Promisory note to Lafayette State Bank had a face value of $ 2,947,632 . The Company determined a fair value of $ 2,862,159 at the May 9, 2024 acquisition date using a 15 % estimated borrowing rate. Total interest expense including paid and accrued interest and amortization of the note discount for the year ended December 31, 2025 equaled $ 84,327 ( 2024 - $ 260,658 ). This note was paid in full on February 11, 2025. ( 4 ) The Promisory note to VidaCann former managers had a face value of $ 1,500,000 . The Company determined a fair value of $ 1,148,423 at the May 9, 2024 acquisition date using a 15 % estimated borrowing rate. Total interest expense including paid interest and amortization of the note discount for the year ended December 31, 2025 equaled $ 169,119 ( 2024 - $ 98,339 ). ( 5 ) The Company entered into a cash secured line of credit up to $ 9,750,000 , effective June 13, 2024, with no other collateral securing the credit line (the "revolving line of credit"). The revolving line of credit contains no financial, or other incurrence-based covenants or no material maintenance covenants. The revolving line of credit balance at December 31, 2025 equaled $ 9,750,000 ( 2024 - $ 0 ). Total interest expense for the year ended December 31, 2025 equaled $ 434,442 ( 2024 - $ 0 ). 10. Share capital The Company is authorized to issue 1,500,000,000 shares of common stock and 50,000,000 shares of preferred stock. Common Stock December 31, December 31, 2025 2024 Common Stock Balance at January 1 325,163,800 223,317,270 Shares issued on settlement of RSUs i. 507,000 1,224,278 Shares issued on public offering ii. - 18,750,000 Shares issued on VidaCann acquisition iii. - 80,564,554 Finders shares issued on VidaCann acquisition iv. - 1,307,698 Total shares of common stock outstanding on December 31 325,670,800 325,163,800 i. Shares issued for Restricted Share Units During the year ended December 31, 2025 , 23,930,635 restricted stock units ( "RSU" ) were awarded under the Planet 13 Holdings Inc 2023 Equity incentive plan (as amended from time to time, the "2023 Equity Plan" ). 507,000 of these RSUs vested and were issued, 1,780,931 RSUs were forfeited and cancelled. The Company did not receive any cash proceeds on the settlement of the RSUs. During the year ended December 31, 2024 , 485,185 RSUs were awarded under the 2023 Equity Plan. 185,185 of these RSUs vested (of which 83,333 RSUs were surrendered in exchange for tax withholding payments), 1,224,278 of vested RSUs were settled and no RSUs were cancelled. The Company did not receive any cash proceeds on the settlement of the RSUs. F- 25 Table of Contents PLANET 13 HOLDINGS INC. Notes to the Consolidated Financial Statements (in United States Dollars) ii. Shares issued on public offering On March 7, 2024, the Company issued and sold 18,750,000 units of the Company (the “Units”) at a public offering price of $ 0.60 per unit (the "Offering"). Each Unit consisted of one share (each, a “Share”) of common stock, no par value, of the Company (“Common Stock”) and one warrant. Each warrant (a “Warrant”) entitles the holder to purchase one share of Common Stock for a period of 5 years following the closing date of the Offering at an exercise price of US$0.77, subject to adjustments in certain events. Total gross proceeds to the Company were approximately US$11.3 million. iii. Shares issued on VidaCann acquisition On May 9, 2024, the Company issued 80,564,554 shares of common stock of Planet 13 (the “Share Consideration” ); see note 7 above for details of the transaction. iv. Finders shares issued on VidaCann acquisition On May 9, 2024, the Company issued 1,307,698 shares of common stock of Planet 13 in finders shares related to the VidaCann acquisition; see note 7 above for details of the transaction. 11. Warrants The following table summarizes the number of warrants outstanding at December 31, 2025 and 2024 : December 31, 2025 Weighted Average Exercise Price - USD December 31, 2024 Weighted Average Exercise Price - USD Balance - beginning of year 18,750,000 $ 0.77 - $ - Exercised - $ - - $ - Issued - $ - 18,750,000 $ 0.77 Expired - $ - - $ - Balance - end of year 18,750,000 $ 0.77 18,750,000 $ 0.77 On March 7, 2024, the Company issued and sold 18,750,000 units of the Company (the “Units”) at a public offering price of $ 0.60 per unit (the "Offering"). Each Unit consisted of one share (each, a “Share”) of common stock, no par value, of the Company (“Common Stock”) and one warrant. Each warrant (a “Warrant”) entitles the holder to purchase one share of Common Stock for a period of 5 years following the closing date of the Offering at an exercise price of US$0.77, subject to adjustments in certain events. The warrants expire on March 7, 2029. F- 26 Table of Contents PLANET 13 HOLDINGS INC. Notes to the Consolidated Financial Statements (in United States Dollars) 12. Share based compensation At the 2023 Annual General and Special Meeting, the shareholders of Planet 13 voted to approve and adopt the 2023 Equity Plan, which was contingent upon the completion of the Company's domestication, and became effective on September 15, 2023. As of September 15, 2023, the Company may not grant any new awards under the Planet 13 Holdings Inc. 2018 Stock Option Plan and Planet 13 Holdings Inc. 2018 Share Unit Plan (collectively, the “Prior Plans” ), and the Prior Plans will continue to govern awards previously granted under them. On July 22, 2025, the Company authorized an additional 10,000,000 reserve shares for a total of 32,000,000 shares of Common Stock available for grants under the 2023 Equity Plan and all other security based compensation arrangements of the Company, including the Prior Plans (the “Total Share Reserve” ). As of December 31, 2025, after taking into account the 23,930,635 RSUs granted in the year ended December 31, 2025, a maximum number of 5,657,319 shares of Common Stock are available for issuance under the 2023 Equity Plan, subject to adjustment pursuant to the terms of the 2023 Equity Plan. (a) Stock options During the years ended December 31, 2025 and 2024 No incentive stock options were granted during the years ended December 31, 2025 and 2024 The following table summarizes information about stock options outstanding at December 31, 2025 and 2024 : Exercise price December 31, 2025 December 31, 2025 December 31, 2024 December 31, 2024 Expiry Date CAD$ Outstanding Exercisable Outstanding Exercisable February 27, 2025 $ 1.31 - - 51,525 51,525 December 15, 2025 $ 3.06 - - 269,075 269,075 September 30, 2026 $ 4.37 97,322 97,322 97,322 97,322 97,322 97,322 417,922 417,922 F- 27 Table of Contents PLANET 13 HOLDINGS INC. Notes to the Consolidated Financial Statements (in United States Dollars) The following assumptions were used to arrive at the value ascribed to the options issued using a Black Scholes Option Pricing model: Share-based compensation expense attributable to employee options was $nil for the year ended December 31, 2025 ( 2024 - $nil ). December 31, 2025 2024 The outstanding options have a weighted average CAD$ exercise price of: $ 4.37 $ 3.15 Weighted average remaining life in years of outstanding options: 0.75 1.04 December 31, 2025 Weighted Average Exercise Price - CAD December 31, 2024 Weighted Average Exercise Price - CAD Balance - beginning of year 417,922 $ 3.15 603,125 $ 2.58 Issued - - - - Exercised - - - - Expired ( 320,600 ) 2.78 ( 185,203 ) 1.31 Balance - end of year 97,322 $ 4.37 417,922 $ 3.15 The total intrinsic value of stock options exercised, outstanding and exercisable as of December 31, 2025 and 2024 was $nil. (b) Restricted Share Units The following table summarizes the RSUs that are outstanding as at December 31, 2025 and 2024 : December 31, 2025 December 31, 2024 Balance - beginning of year 300,000 1,122,429 Issued 23,930,635 485,185 Exercised ( 507,000 ) ( 1,224,278 ) Surrendered for taxes - ( 83,333 ) Forfeited ( 1,780,931 ) - Rounding adjustment - ( 3 ) Balance - end of year 21,942,704 300,000 The Company recognized $ 2,336,487 in share-based compensation expense attributable to RSUs vesting during the year ended December 31, 2025 ($ 180,308 for the year ended December 31, 2024 ). F- 28 Table of Contents PLANET 13 HOLDINGS INC. Notes to the Consolidated Financial Statements (in United States Dollars) During the year ended December 31, 2025 23,930,635 RSU's were granted, and 507,000 RSUs vested and were issued. The Company did not receive any cash proceeds from the settlement of the RSUs. During the year ended December 31, 2025 , 1,780,931 RSUs were forfeited. During the year ended December 31, 2024 485,185 RSU's were granted, and 185,185 RSUs vested and were issued, of which 83,333 were surrendered in exchange for payment of tax withholdings. The Company did not receive any cash proceeds from the settlement of the RSUs. During the year ended December 31, 2024 , no RSUs were forfeited. 13. Loss per share December 31, 2025 December 31, 2024 Loss $ ( 63,923,695 ) $ ( 47,796,856 ) Weighted average number of shares outstanding, basic and diluted 325,338,047 292,166,589 Basic and diluted loss per share $ ( 0.20 ) $ ( 0.16 ) Approximately 40,790,026 and 19,467,922 of potentially dilutive securities for the years ended December 31, 2025 and December 31, 2024 respectively were excluded in the calculation of diluted EPS as their impact would have been anti-dilutive due to net loss in such years. 14. Income taxes The components of income tax expense (benefit) of the Company are summarized as follows: December 31, 2025 December 31, 2024 Current taxes: Federal $ 12,821,098 $ 13,195,875 State 900,114 1,014,207 Foreign - - Current tax expense (benefit) 13,721,212 14,210,082 Deferred taxes: Federal ( 1,766,025 ) ( 1,578,197 ) State ( 311,475 ) ( 441,642 ) Foreign - - Deferred tax expense (benefit) ( 2,077,500 ) ( 2,019,839 ) Income tax expense (benefit) $ 11,643,712 $ 12,190,243 F- 29 Table of Contents PLANET 13 HOLDINGS INC. Notes to the Consolidated Financial Statements (in United States Dollars) The actual income tax provision differs from the expected amount calculated by applying the statutory income tax rate to the loss before tax. These differences result from the following: December 31, 2025 December 31, 2024 Income (loss) before income taxes $ ( 52,279,983 ) $ ( 35,606,613 ) Statutory income tax rate 21 % 21 % Income tax expense (benefit) at statutory rate ( 10,978,796 ) ( 7,477,389 ) State income taxes 588,639 1,853,657 UTP Related to 208E 18,576,098 12,273,276 Nondeductible penalties - 489,813 Other permanent differences 173,102 - Book Impairment - 3,175,774 Change in valuation allowance 1,570,242 847,315 Change in state rate 17,005 4,561 Prior period adjustments 1,458,561 200,817 2023 UTP related to Holdco - 188,550 UTP Penalties & Interests 2,548,718 545,937 Other adjustments ( 2,309,857 ) 87,931 Income tax expense (benefit) $ 11,643,712 $ 12,190,243 The IRS has taken the position that cannabis companies are subject to the limits of Section 280E of the Code for U.S. federal income tax purpose, under which, they are only allowed to deduct expenses directly related to costs of goods sold. The company has taken a position that its deduction of ordinary and necessary business expenses is not limited by Section 280E of the Code. The position by the Company does not achieve a more likely than not tax position, therefore the financial statements are presented on the basis that 280E does apply. Deferred taxes are provided using as asset and liability method whereby deferred tax assets are recognized based on the rates at which they are expected to reserve in the future. Temporary differences are the differences between the reported amount of assets and liabilities and their tax basis. The effect on deferred tax assets and liabilities of a change in tax law or tax rates is recognized in income in the period that enactment occurs. F- 30 Table of Contents PLANET 13 HOLDINGS INC. Notes to the Consolidated Financial Statements (in United States Dollars) The components of deferred tax assets and liabilities of the Company are summarized as follows: December 31, 2025 December 31, 2024 Deferred tax assets: Loss carryforwards $ 15,654,624 $ 15,885,208 Share based compensation 2,102,227 1,611,565 Charitable Contribution 515 515 Loyalty points 48,573 513,959 Capital loss carry forward 11,109,075 11,109,075 Lease liabilities 4,740,770 4,913,815 Inventory Reserve 719,809 49,463 COGS related Impairment 1,177,959 370,419 Gross deferred tax assets 35,553,552 34,454,019 Valuation allowance ( 30,043,884 ) ( 28,473,642 ) Net deferred tax assets 5,509,668 5,980,377 Deferred Tax Liabilities: Other Licenses 1,219,063 2,242,272 Right-of-use assets 2,951,308 4,452,567 Property and equipment 47,479 71,220 Net deferred tax liabilities 4,217,850 6,766,059 Total net deferred tax assets (liabilities) $ 1,291,818 $ ( 785,682 ) As at December 31, 2025 , the Company has $ 72,426,034 of gross U.S. federal net operating losses and $ 5,020,248 of gross U.S. state net operating losses. The Company’s U.S. federal net operating losses can be carried forward indefinitely. The Company’s U.S. state net operating losses have 20 -year carryforward periods and begin to expire in 2042. On September 15, 2023, the Company changed its jurisdiction from the Province of British Columbia, Canada, to the State of Nevada. As a result, the Company filed final Canadian income tax returns for the 2023 tax year and no longer has any Canadian income tax attributes as of December 31, 2025 . As of December 31, 2024, the company recorded an uncertain tax liability on the consolidated balance sheet for tax position taken that it does not owe taxes attributable to the application of Section 280E of the Internal Revenue Code. Based on the information currently available, we do not anticipate a significant increase or decrease to our income tax contingencies for these issues within the next 12 months. A reconciliation of the beginning and ending amount of uncertain tax liabilities is as follow: 2025 2024 Balance at Beginning of Year 19,321,475 - Additions based on tax position related to the current year 280E position 11,594,492 13,800,944 Additions based on tax position related to the prior year 2,125,435 5,520,531 Balance at End of Year 33,041,402 19,321,475 A reconciliation of the beginning and ending amount of uncertain tax benefits is as follow: 2025 2024 Balance at Beginning of Year 41,877,402 - Increase related to tax position in a prior period - 27,530,520 Increase relted to tax positions in the current period 11,594,492 13,800,944 Interest and penalties in income tax expense 2,125,435 545,937 Balance at End of Year 55,597,329 41,877,402 Deferred taxes arise from temporary differences in the recognition of certain expenses for tax and financial reporting purposes. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. As of December 31, 2025 , management believes it its more-likely-than- not that the Company’s net deferred tax assets related to its loss carryforwards, stock compensation, and Florida license would not be realized in the near future and records a full valuation allowance on these deferred tax assets. The Company’s valuation allowance represents the amount of tax benefits that are likely to not be realized. The net change in the valuation allowance from December 31, 2024 was $ 1,570,242 . Pursuant to Sections 382 of the Internal Revenue Code, Federal and state tax laws impose significant restrictions on the utilization of tax attribute carryforwards in the event of a change in ownership of the Company, as defined by IRC Section 382. The Company does not expect IRC Section 382 to significantly impact the utilization of its net operating loss carryforwards, but plans to complete a formal analysis prior to releasing the valuation allowance on its net operating losses. The Company files income tax returns in the U.S. federal jurisdiction and various U.S. state jurisdictions. The federal statute of limitations remains open for the 2021 tax year to present and the state statutes of limitations remain open for the 2020 tax year to present. F- 31 Table of Contents PLANET 13 HOLDINGS INC. Notes to the Consolidated Financial Statements (in United States Dollars) 15. General and administrative December 31, 2025 2024 Salaries and wages $ 20,667,899 $ 21,316,396 Share based compensation $ 2,336,487 180,308 Executive compensation $ 3,557,596 3,048,605 Licenses and permits $ 2,639,454 2,651,018 Payroll taxes and benefits $ 5,065,057 4,198,424 Supplies and office expenses $ 870,288 1,118,430 Subcontractors $ 2,312,260 2,810,695 Professional fees (legal, audit and other) $ 5,053,485 8,131,961 Miscellaneous general and administrative expenses $ 9,121,529 7,716,055 $ 51,624,055 $ 51,171,892 16. Supplemental cash flow information December 31, Change in Working Capital 2025 2024 Accounts Receivable $ ( 3,289,298 ) $ ( 277,229 ) Inventory 1,064,137 313,879 Prepaid Expenses and Other Assets 1,909,760 1,200,818 Long-term Deposits and Other Assets 204,594 8,503 Deferred Tax Assets ( 902,129 ) ( 190,487 ) Accounts Payable ( 164,567 ) 4,336,441 Accrued Expenses ( 3,543,881 ) ( 2,943,913 ) Other Liabilities ( 26,920 ) 1,187,722 Notes Payable - ( 845,026 ) Uncertain Tax Positions 13,719,927 19,321,475 Income Taxes Payable 19,600 ( 4,643,058 ) $ 8,991,223 $ 17,469,125 Cash Paid Interest Paid on Leases $ 7,101,374 $ 5,819,090 Income Taxes $ - $ - Non-cash Financing and Investing Activities Shares issued in business combination $ - $ 42,123,314 Finders shares issued in business combination $ - $ 750,000 PPE transferred to assets held for sale $ 3,000,000 $ - Lease additions $ 2,400,057 $ 23,353,135 Lease Terminations $ 771,628 $ - Fixed Asset Amounts in Accounts Payable $ 273,550 $ 318,717 Reclassification of long term lease liabilities to current $ ( 433,022 ) $ 1,143,994 F- 32 Table of Contents PLANET 13 HOLDINGS INC. Notes to the Consolidated Financial Statements (in United States Dollars) 17. Related Party Transactions and Balances Related party transactions are summarized as follows: (a) Building Lease As part of the VidaCann acquisition on May 9, 2024, the Company entered into a long-term lease agreement with Loop's Nursery for a property in St John's Florida that is used as the Company's primary cultivation facility in Florida. Loop's Nursery is primarily owned by David Loop, one of the Company's board members. Payments for rent and associated costs related to the use of this property for the year ended December 31, 2025 equaled $ 3,421,058 ( 2024 - $ 1,208,531 ). (b) Other As part of the VidaCann acquisition on May 9, 2024, the Company acquired related party notes payable due to David Loop, one of the Company's board members and Mark Ascik, Former Co-President Florida Operations in the amounts of $ 750,000 each (see Note 9 ). Payments for interest on the related party notes for the year ended December 31, 2025 totaled $ 112,500 combined ( 2024 - $ 75,206 ). Effective March 1, 2025, the Company entered into a 30 month lease agreement with PRMN Investments Ltd for a Florida apartment unit used primarily for executive travel in Florida for oversight of Florida operations. PRMN Investments Ltd is primarily owned by Robert Groesbeck, the Company's Co-CEO. The lease agreement was subsequently terminated in November 2025 upon mutual agreement. Payments for rent and associated costs related to the use of this property for the year ended December 31, 2025 equaled $ 51,958 ( 2024 - $nil ). Effective September 19, 2025, the Company entered into a three month consulting agreement with Off the House, LLC, an entity owned and operated by the stepson of Robert Groesbeck, the Company's Co-CEO. After the initial three month period, the contract continues on a month to month basis. Total contract payments for the year ended December 31, 2025 equaled $ 44,650 ( 2024 - $nil ). On December 31, 2025, $ 5,935 was due to Off the House, LLC, no other amounts were due to related parties ( 2024 - $nil ). 18. Commitments and contingencies (a) Construction Commitments The Company had $ 383,494 of outstanding construction commitments as of December 31, 2025 ( 2024 - $ 786,490 ) payable as construction is completed over an estimated six month period. (b) Contingencies The Company's operations are subject to a variety of local and state regulation. Failure to comply with one or more of those regulations could result in fines, restrictions on its operations, or losses of permits that could result in the Company ceasing operations. While management of the Company believes that the Company is in compliance with applicable local and state regulations at December 31, 2025 , medical and adult use cannabis regulations continue to evolve and are subject to differing interpretations. As a result, the Company may be subject to regulatory fines, penalties, or restrictions in the future. (c) Claims and Litigation From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. At December 31, 2025 and 2024 , there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of the Company’s operations. There are also no proceedings in which any of the Company’s directors, officers or affiliates is an adverse party or has a material interest adverse to the Company’s interest. (d) Operating Licenses Although the possession, cultivation, and distribution of marijuana for medical and adult use is permitted in Nevada, California, Florida and Illinois, marijuana is a Schedule-I controlled substance and its use remains a violation of federal law. Since federal law criminalizing the use of marijuana pre-empts state laws that legalize its use, strict enforcement of federal law regarding marijuana would likely result in the Company’s inability to proceed with our business plans. In addition, the Company’s assets, including real property, cash, equipment, and other goods, could be subject to asset forfeiture because marijuana is still federally illegal. F- 33 Table of Contents PLANET 13 HOLDINGS INC. Notes to the Consolidated Financial Statements (in United States Dollars) 19. Risks Credit risk Credit risk is the risk that a third party might fail to discharge its obligations under the terms of a financial instrument. Credit risk arises from cash with banks and financial institutions. It is management's opinion that the Company is not exposed to significant credit risk arising from these financial instruments. The Company limits credit risk by entering into business arrangements with high credit-quality counterparties. The Company further limits credit risk to a maximum of $250,000 to any individual counterparty at a given time. Total maximum credit risk for all counterparties combined is estimated at $ 500,000 . The Company evaluates the collectability of its accounts receivable and maintains an allowance for credit losses at an amount sufficient to absorb losses inherent in the existing accounts receivable portfolio as of the reporting dates based on the estimate of expected net credit losses. Interest rate risk Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company currently does not carry variable interest-bearing debt. It is management’s opinion that the Company is not exposed to significant interest rate risk. Price risk Price risk is the risk that the trading price of the Company's shares will fluctuate and result in an increase or decrease in the fair value of the warrant liability. The Company is not exposed to significant price risk. Liquidity risk The Company’s approach to managing risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As of December 31, 2025 , the Company’s financial liabilities consist of accounts payable, accrued liabilities, obligations under operating leases and taxes. The Company manages liquidity risk by reviewing its capital requirements on an ongoing basis. Historically, the Company’s main source of funding has been the public issuance of common stock. The Company’s access to financing is always uncertain. There can be no assurance of continued access to significant equity financing. Concentration risk The Company operates primarily in Southern Nevada, Southern California, Florida and Illinois. Should economic conditions deteriorate within that region, its results of operations and financial position would be negatively impacted. Banking Risk Notwithstanding that a majority of states have legalized medical marijuana, there has been no change in US federal banking laws related to the deposit and holding of funds derived from activities related to the marijuana industry. Given that US federal law provides that the production and possession of cannabis is illegal, there is a strong argument that banks cannot accept for deposit funds from businesses involved with the marijuana industry. Consequently, businesses involved in the marijuana industry often have difficulty accessing the US banking system and traditional financing sources. The inability to open bank accounts with certain institutions may make it difficult to operate the business of the Company and leaves their cash holdings vulnerable. Asset Forfeiture Risk Because the cannabis industry remains illegal under US federal law, any property owned by participants in the cannabis industry which are either used in the course of conducting such business, or are the proceeds of such business, could be subject to seizure by law enforcement and subsequent civil asset forfeiture. Even if the owner of the property was never charged with a crime, the property in question could still be seized and subject to an administrative proceeding by which with minimal due process, it could be subject to forfeiture. F- 34 Table of Contents PLANET 13 HOLDINGS INC. Notes to the Consolidated Financial Statements (in United States Dollars) Currency rate risk As at December 31, 2025 , none of the Company’s financial assets and liabilities were held in Canadian dollars ( 2024 - $ 0 ). The Company’s objective in managing its foreign currency risk is to minimize its net exposure to foreign currency cash flows by transacting, to the greatest extent possible, with third parties in the functional currency. The Company does not currently use foreign exchange contracts to hedge its exposure of its foreign currency cash flows as management has determined that this risk is not significant at this point in time. The Company’s exposure to a 10% change in the foreign exchange conversion rate at December 31, 2025 equals $nil. 20. Potential Acquisition On July 31, 2024, the Company announced that its wholly-owned subsidiary, MM Development Company Inc., entered into an asset purchase agreement to acquire all assets required to operate a 3,158 square foot dispensary located in Las Vegas, Nevada, including fixtures, cannabis and non-cannabis inventory and other items contained within the proposed building and a medical and recreational license from Exhale Brands Nevada LLC (“Exhale”). Planet 13 agreed to pay $ 6.9 million plus the value of the cannabis inventory on closing. The payment was to be comprised of $ 4.0 million in cash payable at time of closing and $ 2.9 million (plus the value of the cannabis inventory at closing) payable in the form of a secured promissory note due a year from closing and secured by the assets being acquired. The Company notified Exhale of the termination of the agreement in January 2025 and does not expect the acquisition to move forward. 21. Property Recovered in Settlement On March 3, 2025 the Company announced significant recovery of funds related to El Capitan, including a settlement and recovery of $2.1 million of funds which were held at Bridge Bank, a division of Western Alliance Bank (collectively "WAB"), bringing the total recovery of funds held at WAB to $5.5 million. Additionally, the Company, through a wholly-owned subsidiary, obtained real estate (the "Real Property") valued at approximately $5.0 million based on comparable sales, and carried on the balance sheet at a net (after estimated costs to sell) value of $ 4.6 million. On July 15, 2025, the Real Property was sold at a net value (after estimated costs to sell) of $ 4.1 million, resulting in a loss on sale of assets of $ 502,154 . The recovery amount is also included in the Interim Condensed Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2025 in Other income, net and also in the Interim Condensed Consolidated Statements of Cash Flows for the year ended December 31, 2025 in adjustments for items not involving cash, recovery of property in legal settlement. F- 35 Table of Contents PLANET 13 HOLDINGS INC. Notes to the Consolidated Financial Statements (in United States Dollars) 22. Subsequent events On February 10, 2026 the Company received approval from the California Department of Cannabis Control to transfer licenses related to its Santa Ana dispensary and distribution facility, thereby allowing the Company to complete its exit from the California market. F-36