VRNOF / Verano Holdings Corp. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2026 VERANO HOLDINGS CORP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2026 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) Nevada 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2026 VERANO HOLDINGS CORP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2026 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) Nevada 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commission File N

Verano Announces 1-for-5 Reverse Stock Split to Prepare the Company for Prospective U.S. Stock Exchange Listing

Exhibit 99.1 Verano Announces 1-for-5 Reverse Stock Split to Prepare the Company for Prospective U.S. Stock Exchange Listing ● Reverse Stock Split builds on prior strategic initiatives the Company has executed to prepare for future growth and U.S. capital markets opportunities, including completing the redomiciling of Verano Holdings Corp. from British Columbia, Canada, to the U.S. state of Nevada

Verano Announces Strong First Quarter 2026 Financial Results Highlighted by $208 Million in Revenue Company generates revenue growth for second consecutive quarter driven by retail performance, achieves margins within guidance range, and announces $2

Verano Announces Strong First Quarter 2026 Financial Results Highlighted by $208 Million in Revenue Company generates revenue growth for second consecutive quarter driven by retail performance, achieves margins within guidance range, and announces $20 million share repurchase authorization CHICAGO, April 30, 2026 (GLOBE NEWSWIRE) – Verano Holdings Corp.

Verano Announces $20 Million Share Repurchase Authorization

Verano Announces $20 Million Share Repurchase Authorization CHICAGO, April 30, 2026 – Verano Holdings Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2026 VERANO HOLDINGS CO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2026 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) Nevada 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

ARS

AnnualReport 2025GEORGEARCHOS FOUNDER CHIEF EXECUTIVE OFFICER StrengtheningourFoundationand PositioningforFutureGrowth 2025wasayearofmeaningfulprogressforVeranodefinedby operationaldiscipline,brandmomentum,andstrategicfootprintexpansion.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

CONSULTING SERVICES AGREEMENT

Exhibit 10.1 CONSULTING SERVICES AGREEMENT THIS CONSULTING SERVICES AGREEMENT (this “Agreement”) is entered into to be effective as of March 16, 2026 (the “Effective Date”), by and between Verano Holdings Corp., a Nevada corporation (the “Company”), and John Tipton, an individual residing in the State of Florida (the “Consultant”). PRELIMINARY STATEMENTS A. Through its subsidiaries, the Company is

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2026 VERANO HOLDINGS CO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2026 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) Nevada 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-563

Verano Holdings Corp. Subsidiaries as of December 31, 2025

Verano Holdings Corp. Subsidiaries as of December 31, 2025 Entity Name Jurisdiction Doing Business As (if applicable) Percentage Interest 102 Chester, LLC Pennsylvania N/A 100% 1090 Longwood, LLC Florida N/A 100% 11340 Fort Myers, LLC Florida N/A 100% 1200 Sharon, LLC Massachusetts N/A 100% 12395 North Miami, LLC Florida N/A 100% 1246 Newark, LLC Ohio N/A 100% 130 Monroeville, LLC Pennsylvania N/A

Verano Announces $195 Million Senior Secured Term Loan Refinancing Agreement to Fund Company’s Strategic Growth Initiatives New credit facility highlights Company’s ability to access lower-cost regional bank capital and secure among the most favorabl

Verano Announces $195 Million Senior Secured Term Loan Refinancing Agreement to Fund Company’s Strategic Growth Initiatives New credit facility highlights Company’s ability to access lower-cost regional bank capital and secure among the most favorable terms in the industry, including an initial 9.

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of November 12, 2021, by and between Edward A.

VERANO HOLDINGS CORP. CODE OF BUSINESS CONDUCT AND ETHICS

VERANO HOLDINGS CORP. CODE OF BUSINESS CONDUCT AND ETHICS This Code of Business Conduct and Ethics (this “Code”) describes the basic principles of conduct that we share as officers, employees, contractors and agents of Verano Holdings Corp. and its predecessors, successors, assigns, parents, affiliates, subsidiaries, and related companies (collectively, the “Company”). This Code also applies to th

______________________________________________________________________________ CREDIT AGREEMENT by and among VERANO HOLDINGS CORP. certain Subsidiaries of Parent from time to time party hereto, as Borrowers, the Guarantors from time to time party her

Portions of the schedules and exhibits have been omitted in accordance with Item 601(a)(5) of Regulation S-K.

VERANO HOLDINGS CORP. CLAWBACK POLICY

VERANO HOLDINGS CORP. CLAWBACK POLICY As a public reporting company in Canada and the United States, Verano Holdings Corp. (the “Company”) is committed to establishing policies and procedures with respect to compliance with Canadian and U.S. corporate governance guidelines, including with respect to the Company seeking recovery of compensation amounts paid to certain of its senior executive office

VERANO HOLDINGS CORP. INSIDER TRADING POLICY

VERANO HOLDINGS CORP. INSIDER TRADING POLICY Verano Holdings Corp. (the “Company”) is a public reporting company in both Canada and the U.S. The Company’s common stock (the “Common Stock”) are listed for trading in Canada on Cboe Canada (“Cboe”) under the symbol “VRNO” and are also quoted for trading in the U.S. on the OTCQX under the symbol “VRNO”. The Company is subject to the obligations impose

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of July 11, 2022 (the “Effective Date”), by and between Richard Tarapchak, an individual resident of the State of Illinois (“Executive”), and Verano Holdings Corp.

VERANO HOLDINGS CORP. ANNUAL BONUS PLAN

VERANO HOLDINGS CORP. ANNUAL BONUS PLAN 1.Purpose. The purpose of the Verano Holdings Corp. Annual Bonus Plan (as may be amended, this “Plan”) is to motivate and reward eligible employees by making a portion of their compensation dependent on the achievement of certain goals, which may include but are not limited to corporate, business unit and individual performance goals. 2.Definitions. As used

Verano Announces Fourth Quarter and Full Year 2025 Financial Results Company delivers sequential revenue and margin improvement within guidance in the fourth quarter; closes 2025 with top three market share positions1 across all competing categories

Verano Announces Fourth Quarter and Full Year 2025 Financial Results Company delivers sequential revenue and margin improvement within guidance in the fourth quarter; closes 2025 with top three market share positions1 across all competing categories Newly-announced $195 million credit facility demonstrates Company's ability to access lower-cost capital and secure among the industry’s most favorable terms including maturity date and prepayment flexibility and an initial 9.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 2026 VERANO HOLDINGS CO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 2026 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) Nevada 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commission File

Verano Announces Agreement to Upsize Revolving Credit Facility Commitment to $100,000,000 and Extend Maturity Date Amendment adds incremental $25,000,000 and extends maturity date from September 29, 2028 to February 28, 2029

Verano Announces Agreement to Upsize Revolving Credit Facility Commitment to $100,000,000 and Extend Maturity Date Amendment adds incremental $25,000,000 and extends maturity date from September 29, 2028 to February 28, 2029 CHICAGO, January 15, 2026 (GLOBE NEWSWIRE) - Verano Holdings Corp.

FIRST AMENDMENT TO CREDIT AGREEMENT AND OMNIBUS FIRST AMENDMENT TO CREDIT DOCUMENTS

FIRST AMENDMENT TO CREDIT AGREEMENT AND OMNIBUS FIRST AMENDMENT TO CREDIT DOCUMENTS THIS FIRST AMENDMENT TO CREDIT AGREEMENT AND OMNIBUS FIRST AMENDMENT TO CREDIT DOCUMENTS (this “Amendment”) is dated as of January 12, 2026, among VERANO HOLDINGS CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 12, 2026 VERANO HOLDINGS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 12, 2026 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) Nevada 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commission Fi

VERANO HOLDINGS CORP. LONG-TERM CASH INCENTIVE PLAN, As Amended

Exhibit 10.4 VERANO HOLDINGS CORP. LONG-TERM CASH INCENTIVE PLAN, As Amended Verano Holdings Corp. (the “Company”) has adopted this Verano Holdings Corp. Long-Term Cash Incentive Plan (this “Plan”), effective as of March 22, 2024, as amended, to offer eligible service providers of the Company the opportunity to receive cash-based incentive compensation in consideration of their efforts over a perf

As filed with the Securities and Exchange Commission on November 4, 2025

As filed with the Securities and Exchange Commission on November 4, 2025 Registration No.

Verano Holdings Corp. Completes Redomicile of Parent Company from British Columbia to Nevada

Exhibit 99.1 Verano Holdings Corp. Completes Redomicile of Parent Company from British Columbia to Nevada CHICAGO, November 4, 2025 (GLOBE NEWSWIRE) — Verano Holdings Corp. (Cboe CA: VRNO) (OTCQX: VRNOF) (“Verano” or the “Company”), a leading multi-state cannabis company, today announced the completion of its previously announced plan to redomicile Verano Holdings Corp. from British Columbia, Cana

PLAN OF ARRANGEMENT UNDER SECTION 288 OF THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA) ARTICLE I

Exhibit 2.1 PLAN OF ARRANGEMENT UNDER SECTION 288 OF THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA) ARTICLE I INTERPRETATION 1.1 Definitions In this Plan of Arrangement unless there is something in the subject matter or context inconsistent therewith, the following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings: “

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2025 VERANO HOLDINGS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K 8-K12G3 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2025 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) Nevada 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commi

VERANO HOLDINGS CORP. 2021 STOCK AND INCENTIVE PLAN, AS AMENDED RESTRICTED STOCK UNIT AGREEMENT

Exhibit 10.3 VERANO HOLDINGS CORP. 2021 STOCK AND INCENTIVE PLAN, AS AMENDED RESTRICTED STOCK UNIT AGREEMENT Name of Participant: Date of Grant: Number of Restricted Stock Units Awarded: Class of Restricted Share Units Awarded: RSUs for Common Stock Vesting Conditions and Vesting Date: Provided Participant remains in continuous service with the Company or an Affiliate from the Date of Grant though

Verano Holdings Corp. ANNUAL BONUS PLAN

Exhibit 10.6 Verano Holdings Corp. ANNUAL BONUS PLAN Purpose The purpose of the Verano Holdings Corp. Annual Bonus Plan (as may be amended, this “Plan”) is to motivate and reward eligible employees by making a portion of their compensation dependent on the achievement of certain goals, which may include but are not limited to corporate, business unit and individual performance goals. This Plan is

DESCRIPTION OF CAPITAL STOCK

Exhibit 4.1 DESCRIPTION OF CAPITAL STOCK General The following description summarizes certain terms of the capital stock of Verano Holdings Corp. (the “company,” “we,” “us” and “our”). Because it is only a summary, this description does not contain all of the information that may be important to you. For a complete description of the matters set forth herein, please refer to our articles of incorp

VERANO HOLDINGS CORP. 2021 STOCK AND INCENTIVE PLAN, AS AMENDED NOTICE OF STOCK OPTION GRANT

Exhibit 10.2 VERANO HOLDINGS CORP. 2021 STOCK AND INCENTIVE PLAN, AS AMENDED NOTICE OF STOCK OPTION GRANT You have been granted the following option to purchase Common Stock (collectively “Shares,” individually a “Share”) of Verano Holdings Corp. (the “Company”): Name of Optionee: Total Number of Shares Granted: Class of Shares: Proportionate Voting Shares Type of Option (Select one): ☐ Incentive

VERANO HOLDINGS CORP. STOCK AND INCENTIVE PLAN, As Amended

Exhibit 10.1 VERANO HOLDINGS CORP. STOCK AND INCENTIVE PLAN, As Amended 1. Purpose The purpose of the Plan is to promote the interests of the Company and its stockholders by aiding the Company in attracting and retaining employees, officers, consultants, advisors and Non-Employee Directors capable of assuring the future success of the Company, to offer such persons incentives to put forth maximum

ARTICLES OF INCORPORATION VERANO HOLDINGS CORP. ARTICLE I The name of the Corporation is Verano Holdings Corp. (the “Corporation”). ARTICLE II registered office and registered agent

Exhibit 3.2 ARTICLES OF INCORPORATION OF VERANO HOLDINGS CORP. ARTICLE I name The name of the Corporation is Verano Holdings Corp. (the “Corporation”). ARTICLE II registered office and registered agent The registered office of the Corporation shall be the street address of its registered agent in the State of Nevada. The Corporation may, from time to time, in the manner provided by law, change the

VERANO HOLDINGS CORP. LONG-TERM CASH INCENTIVE PLAN CASH AWARD AGREEMENT

Exhibit 10.5 VERANO HOLDINGS CORP. LONG-TERM CASH INCENTIVE PLAN CASH AWARD AGREEMENT Name of Participant: Date of Grant: Amount of Cash Awarded: $ Vesting Conditions and Vesting Date: Provided Participant remains in continuous service with the Company or an Affiliate from the Date of Grant though the applicable Vesting Date below, the cash awarded hereunder shall become vested on the dates set fo

EX-3.1

Exhibit 3.1

As filed with the Securities and Exchange Commission on November 4, 2025.

As filed with the Securities and Exchange Commission on November 4, 2025. Registration No. 333-265940 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VERANO HOLDINGS CORP. (Exact name of registrant as specified in its charter) Nevada 98-1583243 (State or other jurisdiction of

VERANO HOLDINGS CORP. a Nevada corporation Article I

Exhibit 3.3 BYLAWS of VERANO HOLDINGS CORP. a Nevada corporation Article I OFFICES Section 1.1 Principal Office. The principal office and place of business of Verano Holdings Corp. (the “Corporation”) shall be at such location as is established from time to time by resolution of the board of directors of the Corporation (the “Board of Directors”). Section 1.2 Other Offices. Other offices and place

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 29, 2025 VERANO HOLDINGS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 29, 2025 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Com

Verano Announces Third Quarter 2025 Financial Results

Verano Announces Third Quarter 2025 Financial Results CHICAGO, October 29, 2025 (GLOBE NEWSWIRE) – Verano Holdings Corp.

Verano Holdings Corp. Announces Shareholder Approval to Redomicile Parent Company from British Columbia to Nevada

Exhibit 99.1 Verano Holdings Corp. Announces Shareholder Approval to Redomicile Parent Company from British Columbia to Nevada CHICAGO, October 28, 2025 (GLOBE NEWSWIRE) — Verano Holdings Corp. (Cboe CA: VRNO) (OTCQX: VRNOF) (“Verano” or the “Company”), a leading multi-state cannabis company, today announced that the plan the Company previously outlined to redomicile Verano Holdings Corp. from Bri

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 27, 2025 VERANO HOLDINGS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 27, 2025 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British ColumbiaDE 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 6, 2025 VERANO HOLDINGS C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 6, 2025 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia DE 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (C

Verano Provides Update on the Canadian Postal Strike, the Company’s Special Meeting Materials and Voting Instructions

Exhibit 99.1 Verano Provides Update on the Canadian Postal Strike, the Company’s Special Meeting Materials and Voting Instructions CHICAGO, October 6, 2025 (GLOBE NEWSWIRE) — Verano Holdings Corp. (Cboe CA: VRNO) (OTCQX: VRNOF) (“Verano” or the “Company”), a leading multi-state cannabis company, is advising shareholders that due to the ongoing Canadian postal strike, the Company’s meeting material

Verano Secures US $75,000,000 Revolving Credit Facility Company draws US $50,000,000 to retire US $50,000,000 of its existing senior secured credit facility

Exhibit 99.1 Verano Secures US $75,000,000 Revolving Credit Facility Company draws US $50,000,000 to retire US $50,000,000 of its existing senior secured credit facility CHICAGO, October 1, 2025 (GLOBE NEWSWIRE) — Verano Holdings Corp. (Cboe CA: VRNO) (OTCQX: VRNOF) (“Verano” or the “Company”), a leading multi-state cannabis company, today announced the closing of a credit agreement agented by Chi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2025 VERANO HOLDING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2025 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British ColumbiaA1 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation)

CREDIT AGREEMENT by and among VERANO HOLDINGS CORP., as Guarantor, certain Subsidiaries of Parent as set forth herein, as Borrowers, the Lenders from time to time party hereto, CHICAGO ATLANTIC ADMIN, LLC, as Administrative Agent Dated as of Septembe

Exhibit 10.1 Certain confidential information contained in this document, marked by brackets, was omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. “[***]” indicates where the information has been omitted from this document. CREDIT AGREEMENT by and among VERANO HOLDINGS CORP., as Guarantor, certain Subsidiaries of Parent as set

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 15,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 15, 2025 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction

Verano Holdings Corp. Announces Proposed Redomicile of Parent Company from British Columbia to Nevada

Exhibit 99.1 Verano Holdings Corp. Announces Proposed Redomicile of Parent Company from British Columbia to Nevada CHICAGO, September 15, 2025 (GLOBE NEWSWIRE) — Verano Holdings Corp. (Cboe CA: VRNO) (OTCQX: VRNOF) (“Verano” or the “Company”), a leading multi-state cannabis company, today announced that the Company’s Board of Directors approved, and the Company will be seeking shareholder approval

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 15,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 15, 2025 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia A1 000-56342 98-1583243 (State or Other Jurisdicti

Verano Holdings Corp. Announces Proposed Redomicile of Parent Company from British Columbia to Nevada

Exhibit 99.1 Verano Holdings Corp. Announces Proposed Redomicile of Parent Company from British Columbia to Nevada CHICAGO, September 15, 2025 (GLOBE NEWSWIRE) — Verano Holdings Corp. (Cboe CA: VRNO) (OTCQX: VRNOF) (“Verano” or the “Company”), a leading multi-state cannabis company, today announced that the Company’s Board of Directors approved, and the Company will be seeking shareholder approval

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 15, 2025 VERANO HOLDING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 15, 2025 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia A1 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation)

Verano Holdings Corp. Announces Proposed Redomicile of Parent Company from British Columbia to Nevada

Exhibit 99.1 Verano Holdings Corp. Announces Proposed Redomicile of Parent Company from British Columbia to Nevada CHICAGO, September 15, 2025 (GLOBE NEWSWIRE) — Verano Holdings Corp. (Cboe CA: VRNO) (OTCQX: VRNOF) (“Verano” or the “Company”), a leading multi-state cannabis company, today announced that the Company’s Board of Directors approved, and the Company will be seeking shareholder approval

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Consulting Agreement dated August 4, 2025 by and between Verano Holdings Corp. and Darren Weiss.

Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request. CONSULTING SERVICES AGREEMENT THIS CONSULTING SERVICES AGREEMENT (this “Agreement”) is entered into to be effective as of August 4, 2025 (the “Effective Date”), by and between Verano Holdings Corp., a British Columbia

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2025 VERANO HOLDINGS CO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2025 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commi

Waiver and Partial Payoff Agreement by and among Verano Holdings, LLC, The Cannabist Company Holdings, Inc. and CC VA Holdco LLC entered into as of May 27, 2025.

WAIVER AND PARTIAL PAYOFF AGREEMENT THIS WAIVER AND PARTIAL PAYOFF AGREEMENT (this “Agreement”) is entered into as of May 27, 2025, by and among Verano Holdings, LLC (“Buyer”), The Cannabist Company Holdings Inc.

Amendment, effective May 27, 2025, to the Verano Holdings LLC Promissory Note dated August 21, 2024.

Certain information marked with “[***]” has been excluded from the exhibit because it is both not material and is the type that the Registrant treats as private and confidential.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000

Verano Announces Second Quarter 2025 Financial Results

Verano Announces Second Quarter 2025 Financial Results CHICAGO, August 7, 2025 (GLOBE NEWSWIRE) – Verano Holdings Corp.

Verano Announces Resignation of Company President Darren Weiss

Verano Announces Resignation of Company President Darren Weiss CHICAGO, August 7, 2025 – Verano Holdings Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 19, 2025 VERANO HOLDINGS COR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 19, 2025 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia A1 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2025 VERANO HOLDINGS CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2025 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00

Verano Announces First Quarter 2025 Financial Results

Verano Announces First Quarter 2025 Financial Results CHICAGO, May 8, 2025 (GLOBE NEWSWIRE) – Verano Holdings Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

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AnnualReport 2024GEORGEARCHOS FOUNDER CHIEF EXECUTIVE OFFICER ThriveIn2025: MovingwithSpeedand AgilitytoDriveGrowth 2024wasadynamicyearforVeranoandthecannabisindustryatlarge.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 11, 2025 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia A1 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Co

Resignation Agreement and General Release between Verano Holdings Corp. and Brett Summerer dated April 13, 2025

Exhibit 10.1 Resignation Agreement and General Release This Resignation Agreement and General Release (this “Agreement”), dated as of April 13, 2025, is by and between Brett Summerer, an individual resident of the State of Illinois (“Mr. Summerer” or “you”), and Verano Holdings Corp., a British Columbia corporation (“Verano”). Preliminary Statements A. This Agreement sets forth the terms and condi

Verano Announces Promotion and Appointment of Richard Tarapchak as Chief Financial Officer Tarapchak brings more than 30 years of accounting and finance expertise to the role

Exhibit 99.1 Verano Announces Promotion and Appointment of Richard Tarapchak as Chief Financial Officer Tarapchak brings more than 30 years of accounting and finance expertise to the role CHICAGO, April 14, 2025 (GLOBE NEWSWIRE) — Verano Holdings Corp. (Cboe CA: VRNO) (OTCQX: VRNOF) (“Verano” or the “Company”), a leading multi-state cannabis company, today announced the promotion and appointment o

Verano Holdings Corp. Insider Trading Policy

VERANO HOLDINGS CORP. INSIDER TRADING POLICY Verano Holdings Corp. (the “Company”) is a public reporting company in both Canada and the U.S. The Company’s Class A Subordinate Voting Shares (the “SV Shares”) are listed for trading in Canada on Cboe Canada (“Cboe”) under the symbol “VRNO” and are also quoted for trading in the U.S. on the OTCQX under the symbol “VRNOF”. The Company is subject to the

Business Conduct and

VERANO HOLDINGS CORP. CODE OF BUSINESS CONDUCT AND ETHICS This Code of Business Conduct and Ethics (this “Code”) describes the basic principles of conduct that we share as officers, employees, contractors and agents of Verano Holdings Corp. and its predecessors, successors, assigns, parents, affiliates, subsidiaries, and related companies (collectively, the “Company”). This Code also applies to th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2025 VERANO HOLDINGS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2025 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Co

Verano Announces Fourth Quarter and Full Year 2024 Financial Results

Verano Announces Fourth Quarter and Full Year 2024 Financial Results CHICAGO, February 27, 2025 (GLOBE NEWSWIRE) – Verano Holdings Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-563

Verano Holdings Corp. Clawback Policy

VERANO HOLDINGS CORP. CLAWBACK POLICY As a public reporting company in Canada and the United States, Verano Holdings Corp. (the “Company”) is committed to establishing policies and procedures with respect to compliance with Canadian and U.S. corporate governance guidelines, including with respect to the Company seeking recovery of compensation amounts paid to certain of its senior executive office

List of Subsidiaries of the Registrant

Verano Holdings Corp. Subsidiaries and Controlled Companies as of December 31, 2024 Entity Name Jurisdiction Doing Business As (if applicable) Percentage Interest 102 Chester, LLC Pennsylvania N/A 100% 1090 Longwood, LLC Florida N/A 100% 11340 Fort Myers, LLC Florida N/A 100% 1200 Sharon, LLC Massachusetts N/A 100% 12395 North Miami, LLC Florida N/A 100% 1246 Newark, LLC Ohio N/A 100% 130 Monroevi

JOINT FILING AGREEMENT

EXHIBIT A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, the persons or entities named below agree to the joint filing on behalf of each of them of this Schedule 13G with respect to the Securities of the Issuer and further agree that this Joint Filing Agreement be included as an exhibit to this Schedule 13G.

EXHIBIT B

EXHIBIT B SUBSIDIARIES Nomura Global Financial Products, Inc. is a wholly owned subsidiary of Nomura Holdings, Inc.

JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k)

EXHIBIT 99.1 JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The unders

ANNEX A

ANNEX A TRANSACTIONS The following table sets forth all transactions with respect to Subordinate Voting Shares effected in the last 60 days by the Reporting Persons or on behalf of the Reporting Persons in respect of Subordinate Voting Shares, inclusive of any transactions effected through 4:00 p.

Equity Purchase Agreement, dated July 29, 2024, as amended on October 28, 2024, among Verano Arizona, LLC, 203 Organix L.L.C., CC VA HoldCo LLC, Columbia Care-Arizona, Prescott, L.L.C. and The Cannabist Company Holdings Inc.

EXECUTION VERSION EQUITY PURCHASE AGREEMENT BY AND AMONG VERANO ARIZONA, LLC, 203 ORGANIX L.

For the Three Months Ended, ($ in thousands) September 30, 2024 June 30, 2024 September 30, 2023 Revenues, net of Discounts $ 216,683 $ 222,390 $ 240,088 Gross Profit 109,097 114,340 133,220 Income from Operations 16,770 27,266 40,288 Net Loss Attrib

Verano Announces Third Quarter 2024 Financial Results CHICAGO, November 7, 2024 (GLOBE NEWSWIRE) – Verano Holdings Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2024 VERANO HOLDINGS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2024 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 17, 2024 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (C

Acquisitions Expand Verano’s Footprint to 14 States, 15 Cultivation and Production Facilities, and 150 Dispensaries Nationwide

Exhibit 99.1 Verano Announces Closing of Acquisition of Arizona and Virginia Subsidiaries of The Cannabist Company, Becomes Exclusive Cannabis Operator for HSA 5 in Eastern Virginia and Strengthens Arizona Footprint Acquisitions Expand Verano’s Footprint to 14 States, 15 Cultivation and Production Facilities, and 150 Dispensaries Nationwide CHICAGO, August 22, 2024 – Verano Holdings Corp. (Cboe CA

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets, Completion of Acquisition or Disposition of Assets, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2024 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Comm

Verano Holdings, LLC Promissory Note.

Exhibit 10.2 VERANO HOLDINGS, LLC PROMISSORY NOTE $26,700,000.00 August 21, 2024 FOR VALUE RECEIVED, Verano Holdings, LLC, a Delaware limited liability company (“Buyer”), promises to pay to the Members party hereto (the “Members”), each in accordance with their respective Pro Rata Shares, in lawful money of the United States of America, the aggregate principal sum of $26,700,000.00 (which amount s

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2024 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2024 VERANO HOLDINGS CO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2024 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000

Verano Announces Second Quarter 2024 Financial Results

Verano Announces Second Quarter 2024 Financial Results CHICAGO, August 7, 2024 (GLOBE NEWSWIRE) – Verano Holdings Corp.

Equity Purchase Agreement, dated July 29, 2024, among Verano Arizona, LLC, Salubrious Wellness Clinic, Inc., CC VA HoldCo LLC, Thomas Allison, Columbia Care-Arizona, Prescott, L.L.C. and The Cannabist Company Holdings Inc.*

Exhibit 10.4 EQUITY PURCHASE AGREEMENT by and among VERANO ARIZONA, LLC, SALUBRIOUS WELLNESS CLINIC, INC., CC VA HOLDCO LLC, THOMAS ALLISON, COLUMBIA CARE - ARIZONA, TEMPE, L.L.C., AND THE CANNABIST COMPANY HOLDINGS INC. Dated as of July 29, 2024 TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS 1 Section 1.1 Certain Definitions 1 Section 1.2 Other Defined Terms 10 Article II PURCHASE AND SALE

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2024 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commis

Equity Purchase Agreement, dated July 29, 2024, among Verano Holdings, LLC, Verano Holdings Corp., Columbia Care Eastern Virginia LLC and the members of Columbia Care Eastern Virginia LLC and The Cannabist Company Holdings Inc.*

Exhibit 10.1 EQUITY PURCHASE AGREEMENT by and among VERANO HOLDINGS, LLC, VERANO HOLDINGS CORP., COLUMBIA CARE EASTERN VIRGINIA LLC, THE MEMBERS OF COLUMBIA CARE EASTERN VIRGINIA LLC, AND THE CANNABIST COMPANY HOLDINGS INC. Dated as of July 29, 2024 TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS 1 Section 1.1 Certain Definitions 1 Section 1.2 Other Defined Terms 11 Article II PURCHASE AND SA

Equity Purchase Agreement, dated July 29, 2024, among Verano Arizona, LLC, 203 Organix L.L.C., CC VA HoldCo LLC, Columbia Care-Arizona, Prescott, L.L.C. and The Cannabist Company Holdings Inc.*

Exhibit 10.3 EQUITY PURCHASE AGREEMENT by and among VERANO ARIZONA, LLC, 203 ORGANIX L.L.C., CC VA HOLDCO LLC, COLUMBIA CARE-ARIZONA, PRESCOTT, L.L.C., AND THE CANNABIST COMPANY HOLDINGS INC. Dated as of July 29, 2024 TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS 1 Section 1.1 Certain Definitions 1 Section 1.2 Other Defined Terms 10 Article II PURCHASE AND SALE TRANSACTIONS 12 Section 2.1 P

Form of Verano Holdings, LLC Promissory Note

Exhibit 10.2 EXHIBIT B FORM OF VERANO HOLDINGS, LLC PROMISSORY NOTE $[30,000,000.00] [], 2024 FOR VALUE RECEIVED, Verano Holdings, LLC, a Delaware limited liability company (“Buyer”), promises to pay to the Members party hereto (the “Members”), each in accordance with their respective Pro Rata Shares, in lawful money of the United States of America, the aggregate principal sum of $[30,000,000.00]

Verano Enters into Agreements with The Cannabist Company to Acquire One of Its Virginia Licenses and Associated Operations and Its Arizona Operations

Exhibit 99.1 Verano Enters into Agreements with The Cannabist Company to Acquire One of Its Virginia Licenses and Associated Operations and Its Arizona Operations Providing Verano Entrance into the Virginia Market Ahead of Adult Use Program Launch and Deeper Footprint in Arizona CHICAGO, July 29, 2024 – Verano Holdings Corp. (Cboe CA: VRNO) (OTCQX: VRNOF) (“Verano” or the “Company”), a leading mul

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2024 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commis

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2024 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commis

Verano Files Court Response Seeking Full Trial and Rejecting Goodness Growth’s Damages Claim

Exhibit 99.1 Verano Files Court Response Seeking Full Trial and Rejecting Goodness Growth’s Damages Claim Expects Full Trial in 2026 Should the Court Reject Goodness Growth’s Request for Summary Determination CHICAGO, June 20, 2024 – Verano Holdings Corp. (Cboe CA: VRNO) (OTCQX: VRNOF) (“Verano” or the “Company”) announced that it has filed a Notice of Application with the Supreme Court of British

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2024 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commis

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2024 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commissi

Verano Announces First Quarter 2024 Financial Results Generated $221 Million in Revenue, Exceeding Guidance Increased Gross Profit Margin by Nearly 300 Basis Points Year Over Year

Verano Announces First Quarter 2024 Financial Results Generated $221 Million in Revenue, Exceeding Guidance Increased Gross Profit Margin by Nearly 300 Basis Points Year Over Year CHICAGO, May 8, 2024 (GLOBE NEWSWIRE) – Verano Holdings Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2024 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

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2023AN 2023ANNUALREPORTGEORGEARCHOS FOUNDER CHIEF EXECUTIVE OFFICER D 2023RECAP Iamveryproudoflastyear’sresults,alongwith themanymilestoneachievementsledbyour hardworkingteamhereatVerano.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2024 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commi

Form of Cash Award Agreement

VERANO HOLDINGS CORP. LONG-TERM CASH INCENTIVE PLAN CASH AWARD AGREEMENT Name of Participant: Date of Grant: Amount of Cash Awarded: $ Vesting Conditions and Vesting Date: Provided Participant remains in continuous service with the Company or an Affiliate from the Date of Grant though the applicable Vesting Date below, the cash awarded hereunder shall become vested on the dates set forth below (in

Cash Incentive Plan

VERANO HOLDINGS CORP. LONG-TERM CASH INCENTIVE PLAN Verano Holdings Corp. (the “Company”) has adopted this Verano Holdings Corp. Long-Term Cash Incentive Plan (this “Plan”), effective as of March 22, 2024, to offer eligible service providers of the Company the opportunity to receive cash-based incentive compensation in consideration of their efforts over a performance period. This Plan is intended

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2024 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commi

Verano Holdings Corp. Clawback Policy

VERANO HOLDINGS CORP. CLAWBACK POLICY Effective as of March 28, 2023 Amended February 28, 2024 As a public reporting company in Canada and the United States, Verano Holdings Corp. (the “Company”) is committed to establishing policies and procedures with respect to compliance with Canadian and U.S. corporate governance guidelines, including with respect to the Company seeking recovery of compensati

Executive Employment Agreement between Verano Holdings Corp. and Laura Kalesnik, dated March 1, 2021.

EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this "Agreement") is entered into to be effective as of March 1, 2021 (the "Effective Date"), by and between Laura Marie Kalesnik, an individual resident of the State of Texas ("Executive"), and Verano Holdings Corp.

List of Subsidiaries of the Registrant

Verano Holdings Corp. Subsidiaries and Controlled Companies as of December 31, 2023 Entity Name Jurisdiction Doing Business As (if applicable) Percentage Interest 102 Chester, LLC Pennsylvania N/A 100% 1090 Longwood, LLC Florida N/A 100% 11340 Fort Myers, LLC Florida N/A 100% 1200 Sharon, LLC Massachusetts N/A 100% 12395 North Miami, LLC Florida N/A 100% 1246 Newark, LLC Ohio N/A 100% 130 Monroevi

to our Annual Report on Form 10-K on March 15, 2024 (File No. 000-56342) and incorporated herein by reference).

VERANO HOLDINGS CORP. ANNUAL BONUS PLAN Effective as of February 28, 2024 Purpose The purpose of the Verano Holdings Corp. Annual Bonus Plan (as may be amended, this “Plan”) is to motivate and reward eligible employees by making a portion of their compensation dependent on the achievement of certain goals, which may include but are not limited to corporate, business unit and individual performance

Verano Announces Revised Fourth Quarter and Full Year 2023 Financial Results Record Revenue of $938 Million Increased 2023 Net Cash Provided by Operating Activities by 16% to $110 Million Generated $73 million in Free Cash Flow1 for 2023, Meeting Gui

Verano Announces Revised Fourth Quarter and Full Year 2023 Financial Results Record Revenue of $938 Million Increased 2023 Net Cash Provided by Operating Activities by 16% to $110 Million Generated $73 million in Free Cash Flow1 for 2023, Meeting Guidance CHICAGO, March 15, 2024 (GLOBE NEWSWIRE) – Verano Holdings Corp.

Code of Ethics

VERANO HOLDINGS CORP. CODE OF BUSINESS CONDUCT AND ETHICS Adopted Effective as of February 28, 2024 This Code of Business Conduct and Ethics (this “Code”) describes the basic principles of conduct that we share as officers, employees, contractors and agents of Verano Holdings Corp. and its predecessors, successors, assigns, parents, affiliates, subsidiaries, and related companies (collectively, th

Verano Holdings Corp. Insider Trading Policy

VERANO HOLDINGS CORP. INSIDER TRADING POLICY Adopted Effective as of February 28, 2024 Verano Holdings Corp. (the “Company”) is a public reporting company in both Canada and the U.S. The Company’s Class A Subordinate Voting Shares (the “SV Shares”) are listed for trading in Canada on Cboe Canada (“Cboe”) under the symbol “VRNO” and are also quoted for trading in the U.S. on the OTCQX under the sym

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 29, 2024 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-563

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 29, 2024 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Co

Financial Statements and Exhibits, Results of Operations and Financial Condition, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 29, 2024 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (

Verano Announces Fourth Quarter and Full Year 2023 Financial Results Record Revenue of $938 Million Increased 2023 Net Cash Provided by Operating Activities by 16% to $110 Million Generated $73 million in Free Cash Flow1 for 2023, Meeting Guidance

Verano Announces Fourth Quarter and Full Year 2023 Financial Results Record Revenue of $938 Million Increased 2023 Net Cash Provided by Operating Activities by 16% to $110 Million Generated $73 million in Free Cash Flow1 for 2023, Meeting Guidance CHICAGO, February 29, 2024 (GLOBE NEWSWIRE) – Verano Holdings Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 000-56342 CUSIP Number: 92338D101 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ T

Verano Announces Fourth Quarter and Full Year 2023 Financial Results Record Revenue of $938 Million Increased 2023 Net Cash Provided by Operating Activities by 16% to $110 Million Generated $73 million in Free Cash Flow1 for 2023, Meeting Guidance

Verano Announces Fourth Quarter and Full Year 2023 Financial Results Record Revenue of $938 Million Increased 2023 Net Cash Provided by Operating Activities by 16% to $110 Million Generated $73 million in Free Cash Flow1 for 2023, Meeting Guidance CHICAGO, February 29, 2024 (GLOBE NEWSWIRE) – Verano Holdings Corp.

VRNOF / Verano Holdings Corp. / NOMURA HOLDINGS INC Passive Investment

SC 13G 1 sayw2402144413g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Verano Holdings Corp. (Name of Issuer) Class A subordinate voting shares, no par value (Title of Class of Securities) 92338D101 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the

VRNOF / Verano Holdings Corp. / Cowen Financial Products LLC - COWEN FINANCIAL PRODUCTS LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Verano Holdings Corp. (Name of Issuer) common stock (Title of Class of Securities) 92338D101 (CUSIP Number) December 29, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 5, 2024 VERANO HOLDINGS C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 5, 2024 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Comm

Verano Broadens Retail Footprint in Northeast Florida with the Opening of MÜV Yulee, the Company’s 74th Florida Location

Verano Broadens Retail Footprint in Northeast Florida with the Opening of MÜV Yulee, the Company’s 74th Florida Location •Located at 463128 State Road 200, MÜV Yulee bolsters the Company’s retail presence in the Jacksonville metropolitan area, a region with more than 1.

Loan Agreement, dated as of December 26, 2023, by and between a subsidiary of the Company as the Borrower and First Federal Bank (filed as Exhibit 10.1 to our Current Report on Form 8-K filed on January 2, 2024 (File No. 000-56342) and incorporated herein by reference)

Exhibit 10.1 **Certain identified information marked as “[***]” has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. LOAN AGREEMENT THIS LOAN AGREEMENT is made effective as of December 26, 2023, by and between [***], a Delaware limited liability company, whose address is 224 W. Hill St. #400, Chicago, Illinois 60

Promissory Note, dated as of December 26, 2023, by a subsidiary of the Company as the Borrower, in favor of First Federal Bank (filed as Exhibit 10.

Exhibit 10.2 **Certain identified information marked as “[***]” has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. LOAN NO.: 95603528 PROMISSORY NOTE $27,998,750.00 Jacksonville, Duval County, Florida December 26, 2023 PROMISE TO PAY. For value received, [***], a Delaware limited liability company, whose princi

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 26, 2023 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Co

VRNOF / Verano Holdings Corp. / Archos George Peter Activist Investment

SC 13D/A 1 formsc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A (Under the Securities Exchange Act of 1934) (Amendment No. 3)* VERANO HOLDINGS CORP. (Name of Issuer) Class A subordinate voting shares (Title of Class of Securities) 92338D101 (CUSIP Number) George Archos Chief Executive Officer 224 West Hill Street, Suite 400 Chicago, Illinois 60610 (31

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 20, 2023 VERANO HOLDINGS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 20, 2023 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Co

(the) Essence genetics are carefully selected to deliver a spectrum of experiences to cannabis consumers, spanning timeless product formats including flower, pre-rolls, vapes, edibles and extracts

Exhibit 99.1 Verano Reimagines (the) Essence Brand and Introduces (the) Essence Nectar Line in Core Markets, Combining Bespoke Graphic Art and Terpene-Rich Full-Spectrum Cannabis Products (the) Essence genetics are carefully selected to deliver a spectrum of experiences to cannabis consumers, spanning timeless product formats including flower, pre-rolls, vapes, edibles and extracts ● (the) Essence

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 17, 2023 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Co

Verano Opens MÜV North Miami-Biscayne, the Company’s Second Miami Dispensary and 73rd Florida Location

Exhibit 99.1 Verano Opens MÜV North Miami-Biscayne, the Company’s Second Miami Dispensary and 73rd Florida Location ● MÜV North Miami-Biscayne, situated at 12395 Biscayne Boulevard, adds a second MÜV location in Florida’s largest metro area, Miami-Dade County, with more than 2.7 million residents1 ● Verano’s active operations span 13 states, comprised of 136 dispensaries and 14 cultivation and pro

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

Verano Announces Third Quarter 2023 Financial Results Delivers Record Revenue of $240 Million, Increasing Net Cash Provided by Operating Activities, and Raises and Tightens 2023 Free Cash Flow1 Guidance Range to $72-76 Million

Verano Announces Third Quarter 2023 Financial Results Delivers Record Revenue of $240 Million, Increasing Net Cash Provided by Operating Activities, and Raises and Tightens 2023 Free Cash Flow1 Guidance Range to $72-76 Million CHICAGO, November 8, 2023 (GLOBE NEWSWIRE) – Verano Holdings Corp.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2023 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Com

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 27, 2023 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction (Commission (IRS Emplo

Verano Opens MÜV™ Satellite Beach, Elevating the Company’s Retail Footprint to 72 Florida Dispensaries and 135 Locations Nationwide

Exhibit 99.1 Verano Opens MÜV™ Satellite Beach, Elevating the Company’s Retail Footprint to 72 Florida Dispensaries and 135 Locations Nationwide ● Located at 106 Florida Highway A1A, MÜV Satellite Beach bolsters the Company’s retail presence in Brevard County, an area with more than 606,000 residents1 ● MÜV Satellite Beach joins nearby MÜV dispensaries in Titusville, Merritt Island and West Melbou

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 17, 2023 VERANO HOLDINGS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 17, 2023 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Com

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Exhibit 99.1 Verano Commences Trading on Cboe Canada CHICAGO, October 18, 2023 – Verano Holdings Corp. (NEO: VRNO) (OTCQX: VRNOF) (“Verano” or the “Company”), a leading multi-state cannabis company, announced that its Class A subordinate voting shares (the “Shares”) begin trading today on Canada’s Neo Exchange Inc., operating as Cboe Canada (“Cboe Canada”). The Shares will trade in Canada on Cboe

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 13, 2023 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Com

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Exhibit 99.1 Verano to Commence Trading on Cboe Canada on October 18, 2023 Company Executives to Ring Opening Bell in Toronto, Marking Verano’s First Day of Trading on Cboe Canada CHICAGO, October 16, 2023 – Verano Holdings Corp. (CSE: VRNO) (OTCQX: VRNOF) (“Verano” or the “Company”), a leading multi-state cannabis company, announced that it has received final approval to commence trading of its C

Verano Expands Retail Footprint in Connecticut with the Opening of Zen Leaf Newington, the Company’s Second Social Equity Joint Venture Location in Connecticut and Fourth Dispensary Statewide

Exhibit 99.1 Verano Expands Retail Footprint in Connecticut with the Opening of Zen Leaf Newington, the Company’s Second Social Equity Joint Venture Location in Connecticut and Fourth Dispensary Statewide ● Located south of Connecticut’s capital and with a population of 30,000 residents1, Zen Leaf Newington is the second of six planned social equity joint venture dispensaries the Company plans to

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 12, 2023 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction (Commission (IRS Emplo

Verano Continues Florida Retail Expansion with the Opening of MÜV Apopka, the Company’s 71st Florida Dispensary and 133rd Retail Location Nationwide

Exhibit 99.1 Verano Continues Florida Retail Expansion with the Opening of MÜV Apopka, the Company’s 71st Florida Dispensary and 133rd Retail Location Nationwide ● MÜV Apopka is located at 3301 East State Road 436, a busy thoroughfare with an average daily traffic count of 48,500 vehicles1 ● The dispensary is located in Orange County, a growing region with a population of over 1.4 million2 ● Veran

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 5, 2023 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Comm

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Exhibit 99.1 Verano Receives Conditional Approval to List on the Cboe Canada CHICAGO, October 3, 2023 – Verano Holdings Corp. (CSE: VRNO) (OTCQX: VRNOF) (“Verano” or the “Company”), a leading multi-state cannabis company, today announced that it has received conditional approval from Canada’s Neo Exchange Inc., operating as Cboe Canada (“Cboe Canada”), to list its Class A subordinate voting shares

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 3, 2023 VERANO HOLDINGS C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 3, 2023 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Comm

VRNOF / Verano Holdings Corp - Class A (Sub Voting) / Archos George Peter Activist Investment

SC 13D/A 1 formsc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A (Under the Securities Exchange Act of 1934) (Amendment No. 2)* VERANO HOLDINGS CORP. (Name of Issuer) Class A subordinate voting shares (Title of Class of Securities) 92338D101 (CUSIP Number) George Archos Chief Executive Officer 224 West Hill Street, Suite 400 Chicago, Illinois 60610 (31

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including any and all amendments thereto) with respect to the Class A subordinate voting shares of Verano Holdings Corp., and further agree that this Joint Filing Agreement shall be includ

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2023 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-56342 VERA

Verano Announces Second Quarter 2023 Financial Results Company Delivers Record Quarterly Revenue of $234 Million and Tightens 2023 Free Cash Flow1 Guidance to $65-75 Million

Verano Announces Second Quarter 2023 Financial Results Company Delivers Record Quarterly Revenue of $234 Million and Tightens 2023 Free Cash Flow1 Guidance to $65-75 Million CHICAGO, August 8, 2023 (GLOBE NEWSWIRE) – Verano Holdings Corp.

Form of Equity Award Agreement for RSU.

VERANO HOLDINGS CORP. 2021 STOCK AND INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT – 2021 FOCAL AWARD Name of Participant: Date of Grant: Number of Restricted Stock Units Awarded: Class of Restricted Share Units Awarded: RSUs for Proportionate Voting Shares Vesting Conditions and Vesting Date: Provided Participant remains in continuous service with the Company or an Affiliate from the Date of Gra

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2023 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commi

Form of Equity Award Agreement for Stock Option.

VERANO HOLDINGS CORP. 2021 STOCK AND INCENTIVE PLAN NOTICE OF STOCK OPTION GRANT— FOCAL AWARD You have been granted the following option to purchase Proportionate Voting Shares (collectively “Shares,” individually a “Share”) of Verano Holdings Corp. (the “Company”): Name of Optionee: Total Number of Shares Granted: Class of Shares: Proportionate Voting Shares Type of Option (Select one): ☐ Incenti

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Exhibit 99.1 Verano Announces Appointment of John Tipton and Charles Mueller to Board of Directors CHICAGO, July 20, 2023 – Verano Holdings Corp. (CSE: VRNO) (OTCQX: VRNOF) (“Verano” or the “Company”), a leading multi-state cannabis company, today announced the appointment of John Tipton, President of the Southern Region, and Charles Mueller to its Board of Directors (the “Board”) in conjunction w

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 19, 2023 VERANO HOLDINGS COR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 19, 2023 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commis

July 17, 2023

July 17, 2023 BY EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F.

LETTER

United States securities and exchange commission logo July 14, 2023 George Archos Chief Executive Officer Verano Holdings Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 12, 2023 VERANO HOLDINGS COR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 12, 2023 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commis

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Exhibit 99.1 Verano Announces the Opening of Zen Leaf Norwich, the Company’s First Social Equity Joint Venture Location in Connecticut and Third Cannabis Dispensary Statewide ● Situated in the eastern Connecticut city of 40,000 residents1, Zen Leaf Norwich is the first of six planned social equity joint venture dispensaries Verano plans to open across the state ● Zen Leaf Norwich will welcome both

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Verano Holdings Corp.

As filed with the Securities and Exchange Commission on July 7, 2023

As filed with the Securities and Exchange Commission on July 7, 2023 Registration No.

Form of Indenture.

Exhibit 4.6 VERANO HOLDINGS CORP., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●], 20[●] Debt Securities Table of Contents Page ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 3 Section 2.01 Designation and Terms of Securities 3 Section 2.02 Form of Securities and Trustee’s Certificate 4 Se

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 6, 2023 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commiss

Verano Announces the Opening of MÜV Fort Pierce, the Company’s 70th Florida Dispensary and 131st Retail Location Nationwide

Exhibit 99.1 Verano Announces the Opening of MÜV Fort Pierce, the Company’s 70th Florida Dispensary and 131st Retail Location Nationwide ● MÜV Fort Pierce is located at 1006 South U.S. Highway 1, a busy thoroughfare with an average daily traffic count of 31,000 vehicles1 ● The dispensary is located in St. Lucie County, a growing region with a population of over 358,0002 ● Verano’s active operation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 29, 2023 VERANO HOLDINGS COR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 29, 2023 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commis

Verano Continues Florida Retail Expansion with Opening of MÜV Venice, the Company’s 69th Florida Location and 130th Retail Location in the Nation

Exhibit 99.1 Verano Continues Florida Retail Expansion with Opening of MÜV Venice, the Company’s 69th Florida Location and 130th Retail Location in the Nation ● MÜV Venice is located at 4369 South Tamiami Trail, a busy thoroughfare with an average daily traffic count of 30,500 vehicles1 ● The dispensary is located in Sarasota County, a growing region with a population of over 462,0002 ● Verano’s a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 22, 2023 VERANO HOLDINGS COR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 22, 2023 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commis

Verano Introduces On The Rocks, New Multi-Format Brand Anchored Around Solventless Extraction Methods, Across Core Markets On The Rocks offers small batch solventless extracts, including live rosin cartridges, concentrates and gummies, hand-crafted f

Exhibit 99.1 Verano Introduces On The Rocks, New Multi-Format Brand Anchored Around Solventless Extraction Methods, Across Core Markets On The Rocks offers small batch solventless extracts, including live rosin cartridges, concentrates and gummies, hand-crafted for the most pure and flavorful expression of the plant ● On The Rocks™ solventless extracts are developed through dry sifting and ice wat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2023 VERANO HOLDINGS COR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2023 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commis

Verano to Introduce Best-in-Class Operations in Alabama Market after Winning Coveted Vertical License Organic Vertical License Win Will Expand Company’s National Footprint and Strengthen Strategic Presence in the Southeast

Exhibit 99.1 Verano to Introduce Best-in-Class Operations in Alabama Market after Winning Coveted Vertical License Organic Vertical License Win Will Expand Company’s National Footprint and Strengthen Strategic Presence in the Southeast ● The Alabama vertical license will allow Verano to operate a cultivation and processing facility and five retail cannabis dispensaries throughout the state ● The a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2023 VERANO HOLDINGS COR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2023 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commis

Verano Announces Key Leadership Promotions to Executive Team, Highlighting Execution of Strategic Succession Plan

Exhibit 99.1 Verano Announces Key Leadership Promotions to Executive Team, Highlighting Execution of Strategic Succession Plan CHICAGO, June 6, 2023 – Verano Holdings Corp. (CSE: VRNO) (OTCQX: VRNOF) (“Verano” or the “Company”), a leading multi-state cannabis company, today announced the promotion of key leaders, expanding the Company’s executive leadership team under Founder and Chief Executive O

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2023 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commiss

Annual Bonus Plan

Exhibit 10.1 Verano Holdings Corp. ANNUAL BONUS PLAN Effective as of May 8, 2023 1. Purpose. The purpose of the Verano Holdings Corp. Annual Bonus Plan (as may be amended, this “Plan”) is to motivate and reward eligible employees by making a portion of their compensation dependent on the achievement of certain goals, which may include but are not limited to corporate, business unit and individual

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2023 (May 8, 2023) VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorpora

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2023 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commiss

Verano Announces the Opening of MÜV Miami Kendall, the Company’s First Medical Cannabis Dispensary in Miami-Dade County and 68th Florida Location

Exhibit 99.1 Verano Announces the Opening of MÜV Miami Kendall, the Company’s First Medical Cannabis Dispensary in Miami-Dade County and 68th Florida Location ● MÜV Miami Kendall is located at 9711 SW 77th Avenue, directly adjacent to U.S. 1/Pinecrest Parkway, a busy thoroughfare with an average daily traffic count of 92,500 vehicles1 ● The dispensary is Verano’s first in Miami-Dade County, Florid

Verano Announces the Opening of Zen Leaf Pittsburgh McKnight, the Company’s 17th Affiliated Pennsylvania Dispensary and 128th Retail Location Nationwide

Exhibit 99.1 Verano Announces the Opening of Zen Leaf Pittsburgh McKnight, the Company’s 17th Affiliated Pennsylvania Dispensary and 128th Retail Location Nationwide ● Zen Leaf Pittsburgh McKnight is the Company’s 17th affiliated dispensary and sixth retail location in the greater Pittsburgh area, joining existing local outlets in Cranberry, Monroeville, New Kensington, Pittsburgh Robinson and Was

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2023 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commiss

Verano Announces the Opening of MÜV Zephyrhills, the Company’s 67

Exhibit 99.1 Verano Announces the Opening of MÜV Zephyrhills, the Company’s 67th Florida Location and 127th Retail Location Nationwide ● MÜV Zephyrhills is located at 5230 6th Street near U.S. Route 301, a busy highway with an average daily traffic count of up to 19,500 vehicles1 ● The dispensary is based in Pasco County, a growing region with a population of over 584,0002 ● Verano’s active operat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 18, 2023 VERANO HOLDINGS CORP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 18, 2023 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-56342 VER

Verano Announces First Quarter 2023 Financial Results Company Capitalizes on Strength of Recently-Converted Adult Use Markets to Deliver Revenue of $227 Million, a 12% Year-Over-Year Increase

Verano Announces First Quarter 2023 Financial Results Company Capitalizes on Strength of Recently-Converted Adult Use Markets to Deliver Revenue of $227 Million, a 12% Year-Over-Year Increase CHICAGO, May 10, 2023 (GLOBE NEWSWIRE) – Verano Holdings Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2023 VERANO HOLDINGS CORP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2023 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commiss

VRNOF / Verano Holdings Corp - Class A (Sub Voting) / Archos George Peter Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A (Under the Securities Exchange Act of 1934) (Amendment No.

Joint Filing Agreement, dated May 1, 2023, by and among George Archos, 3PLGK, LLC, Archos Capital Group, LLC, Copperstone Trust, GP Management Group, LLC and The George P. Archos Irrevocable Trust

EX-99.1 CHARTER 2 ex99-1.htm Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13D/A (including any and all amendments thereto) with respect to the Class A subordinate voting shares of Verano Holdings Corp., and further agree that this Joint F

ARS

2022 ANNUALREPORTThroughout 2022 and thus far in 2023, we took decisive actions and made numerous investments to fortify our business, portfolio, organization, and value chain.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2023 VERANO HOLDINGS CO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2023 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commi

Verano Opens Zen Leaf Buckhannon, the Company’s Fifth West Virginia Dispensary and 126th Retail Location Nationwide

Exhibit 99.1 Verano Opens Zen Leaf Buckhannon, the Company’s Fifth West Virginia Dispensary and 126th Retail Location Nationwide ● Zen Leaf Buckhannon is located at 120 Buckhannon Crossroads near U.S. Route 119, a busy highway with an average daily traffic count of up to 50,000 vehicles1 ● Zen Leaf Buckhannon is the first medical cannabis dispensary in Buckhannon and Upshur County, an area with a

ist of Subsidiaries of the Registrant

Verano Holdings Corp. Subsidiaries and Controlled Companies as of December 31, 2022 Entity Name Jurisdiction Doing Business As (if applicable) Percentage Interest 102 Chester, LLC Pennsylvania N/A 100% 1090 Longwood, LLC Florida N/A 100% 11340 Fort Myers, LLC Florida N/A 100% 1200 Sharon, LLC Massachusetts N/A 100% 12395 North Miami, LLC Florida N/A 100% 130 Monroeville, LLC Pennsylvania N/A 100%

Verano Reports Fourth Quarter and Full Year 2022 Financial Results Company Delivers Record Revenue of $879 Million, a 19% Year-Over-Year Increase

Verano Reports Fourth Quarter and Full Year 2022 Financial Results Company Delivers Record Revenue of $879 Million, a 19% Year-Over-Year Increase CHICAGO, March 30, 2023 (GLOBE NEWSWIRE) – Verano Holdings Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2023 VERANO HOLDINGS CO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2023 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-563

Code of Ethics

VERANO HOLDINGS CORP. CODE OF BUSINESS CONDUCT AND ETHICS Adopted Effective as of March 28, 2023 This Code of Business Conduct and Ethics (this “Code”) describes the basic principles of conduct that we share as officers and employees of Verano Holdings Corp. and its predecessors, successors, assigns, parents, affiliates, subsidiaries, and related companies (collectively, the “Company”). This Code

Description of Regis

Exhibit 4.1 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a brief description of the securities of Verano Holdings Corp., a British Columbia corporation (“Verano”), registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The following description of the terms of our

Verano Announces Simplification of its Capital Structure

Exhibit 99.1 Verano Announces Simplification of its Capital Structure CHICAGO, March 27, 2023 – Verano Holdings Corp. (CSE: VRNO) (OTCQX: VRNOF) (“Verano” or the “Company”), a leading multi-state cannabis company, today announced that it has simplified its capital structure by completing the conversion of all its outstanding Class B proportionate voting shares (“PV Shares”) into Class A subordinat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2023 VERANO HOLDINGS CO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2023 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Commi

VRNOF / Verano Holdings Corp - Class A (Sub Voting) / Cowen Financial Products LLC - COWEN FINANCIAL PRODUCTS LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Verano Holdings Corp. (Name of Issuer) common stock (Title of Class of Securities) 92338D101 (CUSIP Number) February 28, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2023 VERANO HOLDINGS COR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2023 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction (Commission (IRS Employer

Verano Announces the Opening of MÜV Winter Springs, the Company’s 66th Florida Location and 125th Retail Location Nationwide

Exhibit 99.1 Verano Announces the Opening of MÜV Winter Springs, the Company’s 66th Florida Location and 125th Retail Location Nationwide ● MÜV Winter Springs is located at 1315 Tuskawilla Road, a busy thoroughfare with an average daily traffic count of 34,000 vehicles1 ● MÜV is the first medical cannabis dispensary in Winter Springs, a city with a population of over 38,0002 ● Verano’s active oper

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2023 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Co

Verano Announces the Opening of MÜV West Palm Beach Okeechobee, the Company’s 65th Florida Location and 124th Retail Location Nationwide

Exhibit 99.1 Verano Announces the Opening of MÜV West Palm Beach Okeechobee, the Company’s 65th Florida Location and 124th Retail Location Nationwide ● MÜV West Palm Beach Okeechobee is located at 2550 Okeechobee Boulevard, a busy thoroughfare with an average daily traffic count of 48,000 vehicles1 ● The dispensary is based in Palm Beach County, the third largest county in Florida with a populatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 16, 2023 VERANO HOLDINGS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 16, 2023 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Co

Verano Announces the Opening of Zen Leaf Clifton Heights, the Company’s 16th Affiliated Pennsylvania Dispensary and 123rd Location Nationwide

EX-99.1 2 ex99-1.htm Exhibit 99.1 Verano Announces the Opening of Zen Leaf Clifton Heights, the Company’s 16th Affiliated Pennsylvania Dispensary and 123rd Location Nationwide ● Zen Leaf Clifton Heights is the Company’s 16th affiliated Pennsylvania dispensary and seventh retail location in the greater Philadelphia area, joining existing local outlets in Abington, Chester, Malvern, Philadelphia, We

Verano Announces the Opening of MÜV Orlando Colonial, the Company’s 64th Florida Location and 122nd Retail Location Nationwide

Exhibit 99.1 Verano Announces the Opening of MÜV Orlando Colonial, the Company’s 64th Florida Location and 122nd Retail Location Nationwide ● MÜV Orlando Colonial is located at 11247 East Colonial Drive, a busy thoroughfare with an average daily traffic count of 57,500 vehicles1 ● Since February of 2022, Verano has opened 23 new MÜV locations in Florida, underscoring the Company’s continued retail

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2023 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Com

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 7, 2023 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Com

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EX-99.1 2 ex99-1.htm Exhibit 99.1 Verano Announces Departure of Ed Brown from its Board CHICAGO, February 8, 2023 – Verano Holdings Corp. (CSE: VRNO) (OTCQX: VRNOF) (“Verano” or the “Company”), a leading multi-state cannabis company, announced that effective today, Ed Brown has stepped down from its Board of Directors to return to the alcohol industry. “We are so grateful to have had Ed’s expertis

Verano Announces the Opening of MÜV Navarre, the Company’s 63rd Florida Location

Exhibit 99.1 Verano Announces the Opening of MÜV Navarre, the Company’s 63rd Florida Location ● MÜV is the first medical cannabis dispensary in Navarre, a town with a population of nearly 40,0001 ● MÜV Navarre is located at 6863 Navarre Parkway, a busy thoroughfare with an average daily traffic count of 37,500 vehicles2 ● Verano’s active operations span 13 states, comprised of 121 dispensaries and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 19, 2023 VERANO HOLDINGS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 19, 2023 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 28, 2022 VERANO HOLDINGS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 28, 2022 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Co

Verano Announces the Opening of MÜV Lake City, the Company’s 62nd Florida Location and 120th Retail Location Nationwide

Exhibit 99.1 Verano Announces the Opening of M?V Lake City, the Company?s 62nd Florida Location and 120th Retail Location Nationwide ? M?V Lake City is located at 2938 W US Highway 90, a busy thoroughfare with an average daily traffic count of 32,000 vehicles1 ? In 2022, Verano has opened 21 new M?V locations in Florida, underscoring the Company?s continued retail expansion across the state ? Vera

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 21, 2022 VERANO HOLDINGS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 21, 2022 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2022 VERANO HOLDINGS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2022 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Co

Verano Announces Third Quarter 2022 Financial Results

Verano Announces Third Quarter 2022 Financial Results CHICAGO, November 14, 2022 (GLOBE NEWSWIRE) ? Verano Holdings Corp.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No.1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2022 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of

Verano Announces Third Quarter 2022 Financial Results

Verano Announces Third Quarter 2022 Financial Results CHICAGO, November 14, 2022 (GLOBE NEWSWIRE) – Verano Holdings Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-56342

Verano Launches BITS, Company’s New Low-Dose, High-Function Edibles BITS are the everyday cannabis consumable, containing a gentle blend of low-dose cannabinoid ratios and adaptogens so that consumers can do more with less

Exhibit 99.1 Verano Launches BITS, Company’s New Low-Dose, High-Function Edibles BITS are the everyday cannabis consumable, containing a gentle blend of low-dose cannabinoid ratios and adaptogens so that consumers can do more with less ● BITS™ offer a unique brand platform hinging on 5mg of THC, complemented by additional cannabinoids including CBD, CBG and CBN, and functional adaptogens in five d

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2022 VERANO HOLDINGS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2022 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Com

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 27, 2022 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Com

Credit Agreement, dated as of October 27, 2022, by and among Verano Holdings Corp., certain subsidiaries of Verano Holdings Corp. from time-to-time party thereto, certain lenders from time-to-time party thereto, and Chicago Atlantic Admin, LLC, a Delaware limited liability company, as administrative agent for the lenders (filed as Exhibit 10.1 to our Current Report on Form 8-K filed on October 27, 2022 (File No. 000-56342) and incorporated herein by reference).

Exhibit 10.1 CUSIP: C9561HAB7 ISIN: XAC9561HAB78 Certain confidential information contained in this document, marked by brackets, was omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. ?[***]? indicates where the information has been omitted from this document. CREDIT AGREEMENT by and among VERANO HOLDINGS CORP. and certain Subsi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 13, 2022 VERANO HOLDINGS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 13, 2022 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Com

Verano Announces Termination of Arrangement Agreement to Acquire Goodness Growth Holdings Inc.

Exhibit 99.1 Verano Announces Termination of Arrangement Agreement to Acquire Goodness Growth Holdings Inc. CHICAGO, October 14, 2022 – Verano Holdings Corp. (CSE: VRNO) (OTCQX: VRNOF) (“Verano” or the “Company”), a leading multi-state cannabis company, today announced it has terminated the arrangement agreement (the “Arrangement Agreement”), dated January 31, 2022, by Verano and Goodness Growth H

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 7, 2022 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (Comm

Verano Announces the Opening of MÜV Panama City Beach and MÜV Port Orange, the Company’s 60

Exhibit 99.1 Verano Announces the Opening of M?V Panama City Beach and M?V Port Orange, the Company?s 60th and 61st Florida Locations ? The Company is providing support for employees impacted by Hurricane Ian and is facilitating a donation to a Florida Relief Fund to aid recovery efforts ? In 2022, Verano has opened 20 new M?V locations in Florida, underscoring the Company?s continued retail expan

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 20, 2022 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (C

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 14, 2022 VERANO HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) British Columbia 000-56342 98-1583243 (State or Other Jurisdiction of Incorporation) (C