Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 27, 2026, Planet 13 Holdings Inc. (the "Company") entered into a separation agreement with the Company's former Chief Administrative Officer, Lee Fraser (the "Separation Agreement").

Pursuant to the Separation Agreement, Mr. Fraser is entitled to receive an aggregate cash severance payment of $275,000, payable in eleven equal monthly installments commencing following the effectiveness of the Separation Agreement and concluding no later than February 2027, subject to customary tax withholdings and Mr. Fraser's continued compliance with the terms of the Separation Agreement. In addition, the Company agreed to pay Mr. Fraser's monthly vehicle allowance and the company agreed to cover the COBRA health insurance premiums for him and his eligible dependents through February 28, 2027. With respect to equity compensation, the Separation Agreement provides that a portion of Mr. Fraser's previously granted restricted stock unit awards would vest or continue to vest following his separation.. In addition, in the event of a change of control, any then-unvested equity awards held by Mr. Fraser will vest in full in accordance with the terms of the applicable equity plan or award agreements.

The Separation Agreement also includes a general release of claims, customary cooperation obligations, confidentiality and non-disparagement covenants, and provides that Mr. Fraser is not subject to any post-employment non-competition restrictions. The Company's obligations to provide severance benefits under the Separation Agreement are conditioned upon Mr. Fraser's continued compliance with its terms.

The foregoing description of the Separation Agreement is qualified in its entirety to full text of the Separation Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.