Welcome to our dedicated page for Verano Holdings SEC filings (Ticker: VRNO), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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Verano Holdings Corp. registers up to $1,000,000,000 of Common Stock, Warrants, Rights and Units under a shelf prospectus dated July 8, 2026. The shelf permits one or more offerings of any combination of the listed securities, to be sold from time to time with prospectus supplements.
The prospectus notes Verano’s U.S. operations across 13 states, including 162 retail dispensaries and 14 cultivation and processing facilities with over 1.1 million square feet of cultivation capacity. The filing describes uses of proceeds as general corporate purposes and incorporates prior Form 10-K and recent 8-Ks by reference.
Verano Holdings Corp. — This Schedule 13G/A (Amendment No. 3) states that Eminence Capital, LP and Ricky C. Sandler report shared advisory relationships to certain funds and a separately managed account holding Class A Subordinate Voting Shares of Verano Holdings Corp. The cover data incorporated by reference shows 0% beneficial ownership and zero sole/shared voting and dispositive power attributed to the Reporting Persons. The filing clarifies corporate and business addresses and notes that the statement is not an admission of beneficial ownership under Section 13G.
Verano Holdings Corp. reported that its Board of Directors approved updates to its Code of Business Conduct and Ethics on June 20, 2026. The revisions align the Code with other corporate governance documents, better reflect the company’s Nevada domicile, and refresh language on corporate opportunities, competition and fair dealing, confidentiality, and protection and proper use of company assets.
The company states that the underlying ethical principles remain substantively unchanged and that no waivers for any officer, director, or employee result from these updates. The full revised Code is filed as Exhibit 14.1 and will also be available on the company’s investor website.
Verano Holdings Corp. reported the results of its 2026 annual stockholder meeting held virtually on June 18, 2026. As of the April 24, 2026 record date, 364,381,806 shares of common stock were outstanding and entitled to vote; these figures do not reflect the reverse stock split effective June 11, 2026.
Stockholders elected five directors for terms expiring at the 2027 annual meeting, with support ranging from 80.23% to 98.76% of votes cast. A non-binding advisory vote approved named executive officer compensation, with 93.64% of shares voted in favor.
Stockholders also ratified Macias Gini & O’Connell LLP as independent registered public accounting firm for the year ending December 31, 2026, with 98.37% of votes cast in favor. In addition, they reapproved the Verano Holdings Corp. Stock and Incentive Plan, including all unallocated entitlements, allowing awards to be granted under the plan until June 18, 2029, with 93.87% of shares voted in favor.
Verano Holdings Corp. has completed a 1-for-5 reverse stock split of its common stock, effective June 11, 2026, along with a proportionate reduction in authorized shares. Every five pre-split shares were combined into one share, with no change to par value.
Issued shares declined from 367,690,781 before the split to approximately 73,918,135 afterward, while authorized shares were reduced from 5,000,000,000 to 1,000,000,000. Fractional shares will not be issued; affected stockholders are expected to receive a cash payment based on the adjusted Cboe Canada closing price.
The company states that stockholders’ percentage ownership and voting power remain essentially unchanged apart from fractional share adjustments. Verano’s stock continues to trade as “VRNO” on Cboe Canada and will trade as “VRNOD” on OTCQX for 20 business days before reverting to “VRNO.”
Verano Holdings Corp. reported a Form 4 for Chief Marketing Officer David Spreckman showing a compensation-related equity grant and associated tax withholding. On June 9, 2026, he acquired 150,000 shares of common stock through the vesting of restricted stock units that settled into shares. The company then withheld 43,950 shares at an implied price of $1.08 per share to satisfy income tax obligations, which the filing states does not represent a sale. Following these transactions, Spreckman directly owned 372,783 shares of Verano common stock.
Verano Holdings Corp. Chief Operating Officer Edward Aloysious McDermott III reported compensation-related share activity. On June 9, 2026, he received and immediately vested in 300,000 restricted stock units that settled into common shares. In connection with this net settlement, 86,250 shares were withheld by the company at $1.08 per share to cover income tax obligations, which the filing states does not represent a sale. After these transactions, he directly holds 526,076 shares of Verano common stock.
Verano Holdings Corp. executive Laura Marie Kalesnik reported equity compensation activity involving the company’s Common Stock. On June 9, 2026, restricted stock units granted after Board approval fully vested and settled into shares of Common Stock, reflecting a stock-based award rather than an open-market purchase.
In connection with this settlement, 60,875 shares were withheld by Verano to satisfy income tax withholding and remittance obligations at a price of $1.08 per share. This tax-withholding disposition did not represent a sale into the market, and the filing shows that Kalesnik continues to hold shares directly after these transactions.
Verano Holdings Corp. Chief Financial Officer Richard C. Tarapchak reported equity compensation activity involving restricted stock units that settled into common stock. On June 9, 2026, he acquired 300,000 shares of common stock through the grant and full vesting of restricted stock units that immediately settled into shares. In connection with this net settlement, 87,900 shares were withheld by the company at an indicated price of $1.08 per share to satisfy income tax withholding and remittance obligations, and this withholding is explicitly stated not to represent a sale. Following these transactions, Tarapchak directly owns 487,010 shares of Verano common stock. The filing reflects compensation-related equity issuance and tax withholding rather than open-market buying or selling.