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Verano Holdings Corp. (Cboe CA: VRNO) posts $218M Q2 revenue, $51M EBITDA

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Verano Holdings Corp. reported second quarter 2026 results with revenues, net of discounts, of $218 million, up 5% versus the prior quarter and 8% year-over-year. Gross profit was $100 million, a 46% margin, and income from operations was $3.1 million.

The company recorded a net loss attributable to Verano of $13 million, a 6% net loss margin, while Adjusted EBITDA was $51 million, or 24% of revenue. Net cash provided by operating activities was $31 million and capital expenditures were $12 million in the quarter.

As of June 30, 2026, Verano reported current assets of $404 million, including cash and cash equivalents of $85 million, working capital of $295 million, and total debt, net of issuance costs, of $393 million. The company authorized a $20 million stock repurchase program, repurchased $2 million of stock, completed a 1-for-5 reverse stock split, and operated 163 dispensaries across 13 states.

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Filing Explained

The new disclosure sets a $40 million-to-$50 million 2026 capital-spending range alongside weaker year-over-year operating margins.

The company reports second-quarter results for the quarter ended June 30, 2026 and tightens 2026 capital-expenditure guidance to $40 million to $50 million; the range is forward-looking rather than a completed expenditure.

Compared with the second quarter of 2025, gross profit margin fell from 56% to 46% and Adjusted EBITDA margin from 33% to 24%.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Revenues, net of discounts $217,918 thousand For the three months ended June 30, 2026
Gross profit $99,699 thousand For the three months ended June 30, 2026
Net loss attributable to Verano Holdings Corp. & Subsidiaries $13,411 thousand For the three months ended June 30, 2026; net loss margin (6)%
Adjusted EBITDA $51,231 thousand For the three months ended June 30, 2026; 24% of revenue
Net cash provided by operating activities $31 million Second quarter 2026 operating cash flow
Cash and cash equivalents $85,195 thousand Balance as of June 30, 2026
Total assets $1,699,243 thousand Condensed consolidated balance sheet as of June 30, 2026
Shares outstanding 73,217,970 shares Outstanding common stock as of June 30, 2026
Adjusted EBITDA financial
"Adjusted EBITDA1 for the second quarter 2026 was $51 million or 24% of revenue."
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Non-U.S. GAAP financial measures financial
"Adjusted EBITDA and Adjusted EBITDA Margin are non-U.S. GAAP financial measures."
Non-U.S. GAAP financial measures are company-reported numbers that adjust or repackage results prepared under standard U.S. accounting rules to highlight aspects of performance management believes are important. Think of them like a chef presenting a cleaned-up version of a recipe that removes certain ingredients to show a core flavor; they can help investors see trends or cash-generation potential but may omit costs or one-time items, so compare them with GAAP figures for a full picture.
reverse stock split financial
"Announced and completed a 1-for-5 reverse-stock-split to advance the Company's path."
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
stock repurchase authorization financial
"Announced a $20 million stock repurchase authorization."
A stock repurchase authorization is board approval for a company to buy back its own shares up to a stated amount or time period, using its cash or borrowed funds. For investors it matters because reducing the number of shares outstanding can increase each remaining share’s claim on profits and often signals management’s confidence, but it also uses cash that could have been spent on other priorities — like shrinking a pie so each slice is bigger.
rescheduling from schedule I to schedule III regulatory
"Confirming medical cannabis rescheduling from schedule I to schedule III."
working capital financial
"The Company had working capital of $295 million and total debt, net of issuance costs."
Working capital is the money a business has available to cover its daily expenses, like paying bills and buying supplies. It’s like the cash in your wallet that helps you handle everyday costs; having enough ensures the business can operate smoothly without running into money shortages.
Revenues, net of discounts $217,918 thousand up 5% versus the prior quarter and up 8% year-over-year
Net loss attributable to Verano Holdings Corp. & Subsidiaries $13,411 thousand compared with a net loss of $19,150 thousand in the second quarter 2025
Adjusted EBITDA $51,231 thousand represented 24% of revenue for the quarter
Net cash provided by operating activities $31 million up from $11 million for the second quarter 2025
Guidance

The Company tightens its 2026 capital expenditures guidance range to $40 million to $50 million.

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FAQ

What were Verano Holdings (VRNO) revenues for Q2 2026?
Verano reported Q2 2026 revenues, net of discounts, of $218 million, up 5% from Q1 2026 and 8% from Q2 2025. This growth was driven by organic expansion and reflects the company’s third consecutive quarter of revenue gains.

Did Verano Holdings (VRNO) report a profit or loss in Q2 2026?
Verano reported a net loss of $13 million for Q2 2026, equal to a 6% net loss margin. This compares with a net loss of $19 million, or 9% of revenue, in the second quarter of 2025, indicating an improved loss position.

What was Verano Holdings (VRNO) Adjusted EBITDA in Q2 2026?
Verano generated Adjusted EBITDA of $51 million in Q2 2026, representing 24% of revenue. Adjusted EBITDA excludes interest, taxes, depreciation, amortization and certain one-time items, and is presented as a non-U.S. GAAP performance measure alongside GAAP net loss.

How did Verano Holdings (VRNO) perform on cash flow and capex in Q2 2026?
Net cash provided by operating activities was $31 million in Q2 2026, up from $11 million in Q2 2025. Capital expenditures were $12 million, compared with $10 million in Q2 2025 and $15 million in Q1 2026, reflecting moderated investment levels.

What liquidity and debt levels did Verano Holdings (VRNO) report at June 30, 2026?
As of June 30, 2026, Verano had cash and cash equivalents of $85 million and current assets of $404 million, with working capital of $295 million. Total debt, net of issuance costs, was $393 million, providing context for its leverage and liquidity profile.

What 2026 capital expenditure guidance did Verano Holdings (VRNO) provide?
Verano tightened its 2026 capital expenditures guidance to a range of $40 million to $50 million. This updated range narrows prior expectations and provides investors with a more specific view of planned investment in facilities, retail expansion and related assets.

What capital markets actions did Verano Holdings (VRNO) take in 2026?
Verano announced a $20 million stock repurchase authorization, repurchased $2 million of its shares during Q2 2026, and completed a 1-for-5 reverse stock split. These actions were part of efforts to deepen engagement with U.S. capital markets and exchange opportunities.
0001848416FALSE00018484162026-08-052026-08-05


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 5, 2026
VERANO HOLDINGS CORP.
(Exact Name of Registrant as Specified in its Charter)
Nevada000-5634298-1583243
(State or Other Jurisdiction
of Incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)
224 W Hill Street, Suite 400,
Chicago, Illinois 60610
(Address of Principal Executive Offices) (Zip Code)
(312) 265-0730
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
N/AN/AN/A
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o


Item 2.02 Results of Operations and Financial Condition

On August 5, 2026, Verano Holdings Corp. (the “Company”) issued a press release (the “Earnings Press Release”) announcing its financial results for the quarter ended June 30, 2026. A copy of the Earnings Press Release is furnished as Exhibit 99.1 to this Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

99.1        Earnings Press Release, dated August 5, 2026
104         Cover Page Interactive Data File (embedded within the inline XBRL document)


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Dated: August 5, 2026

By:/s/ Richard Tarapchak
Name:Richard Tarapchak
Title:Chief Financial Officer and Treasurer (Principal Financial Officer)


capture1.jpg
Verano Announces Strong Second Quarter 2026 Financial Results
Highlighted by $218 Million in Revenue

Company delivers third consecutive quarter of revenue gains and improved cash flow from operations driven by organic growth
CHICAGO, August 5, 2026 (GLOBE NEWSWIRE) – Verano Holdings Corp. (Cboe CA: VRNO) (OTCQX: VRNO) (“Verano” or the “Company”), a leading multi-state cannabis company, today announced its financial results for the second quarter ended June 30, 2026, which were prepared in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”).
Second Quarter 2026 Financial Highlights
For the Three Months Ended,
($ in thousands)June 30, 2026March 31, 2026June 30, 2025
Revenues, net of Discounts217,918 208,178 202,272 
Gross Profit99,699 98,976 112,984 
Income from Operations3,143 13,099 26,211 
Net Loss Attributable to Verano Holdings Corp. & Subsidiaries(13,411)(17,823)(19,150)
Adjusted EBITDA1
51,231 49,004 66,153 
Second Quarter 2026 Financial Highlights
•Revenues, net of discounts, of $218 million, an increase of 5% versus the prior quarter, and an increase of 8% year-over-year.
•Gross profit of $100 million or 46% of revenue.
•SG&A expenses of $92 million or 42% of revenue.
•Net Loss of $(13) million or (6)% of revenue.
•Adjusted EBITDA1 of $51 million or 24% of revenue.
•Net cash provided by operating activities of $31 million.
•Capital expenditures of $12 million.

Management Commentary
“We are thrilled to report strong second quarter results highlighted by organic growth, improved operational cash flow, and our third consecutive quarter of revenue gains that also outperformed the prior year period,” said George Archos, Verano founder, chairman and Chief Executive Officer. “During the quarter, we also executed key strategic pillars to deepen our engagement in the U.S. capital markets and U.S. exchange opportunities, including repurchasing $2 million of Company stock and completing a 1-for-5 reverse stock split, while leveraging the ongoing strength of our retail operations and product portfolio.”
“As we continue fortifying the balance sheet, with additional retail expansion and new product innovation planned for the remainder of the year, we are in a strong position to accelerate further business momentum in what may be a pivotal year for Verano and the industry at large.”
1

Second Quarter 2026 Financial Overview
Revenues, net of discounts, for the second quarter 2026 were $218 million, up from $208 million for the first quarter 2026, and up from $202 million for the second quarter 2025.
Gross profit for the second quarter 2026 was $100 million or 46% of revenue, up from $99 million or 48% of revenue for the first quarter 2026, and down from $113 million or 56% of revenue for the second quarter 2025.
SG&A expenses for the second quarter 2026 were $92 million or 42% of revenue, up from $86 million or 41% of revenue for the first quarter 2026, and up from $86 million or 43% of revenue for the second quarter 2025.
Net loss for the second quarter 2026 was $(13) million or (6)% of revenue, versus $(19) million or (9)% of revenue in the second quarter 2025.
Adjusted EBITDA1 for the second quarter 2026 was $51 million or 24% of revenue.
Net cash provided by operating activities for the second quarter 2026 was $31 million, up from $11 million for the second quarter 2025.
Capital expenditures for the second quarter 2026 were $12 million, up from $10 million for the second quarter 2025, and down from $15 million in the first quarter 2026.
2026 Guidance
•The Company tightens its 2026 capital expenditures guidance range to $40 million to $50 million.
Second Quarter 2026 Operational Highlights
•Expanded Florida retail footprint with the opening of MÜV Miramar Beach, the Company's 85th Florida dispensary and 162nd location nationwide.
•Celebrated historic announcement confirming medical cannabis rescheduling from schedule I to schedule III.
•Announced a $20 million stock repurchase authorization.
•Submitted applications with the U.S. Drug Enforcement Agency to register certain state-licensed medical cannabis operations.
•Announced and completed a 1-for-5 reverse-stock-split to advance the Company's path towards a prospective U.S. stock exchange listing.
Subsequent Operational Highlights
•Celebrated Virginia’s historic passage and forthcoming launch of the South’s first retail adult use cannabis market, with sales to commence July 1, 2027.
•Opened MÜV Bradfordville, the Company's 86th retail location in Florida and 163rd in the nation.
•Current operations span 13 states, comprised of 163 dispensaries and 14 production facilities with more than 1.1 million square feet of cultivation capacity.
Balance Sheet and Liquidity
As of June 30, 2026, the Company’s current assets were $404 million, including cash and cash equivalents of $85 million. The Company had working capital of $295 million and total debt, net of issuance costs, of $393 million.
The Company’s outstanding shares of common stock was 73,217,970 as of June 30, 2026.

2

Conference Call and Webcast
A conference call and webcast with analysts and investors is scheduled for August 5, 2026 at 8:30 a.m. ET / 7:30 a.m. CT to discuss the results.
•Investors and participants can register in advance for the call by visiting: https://register-conf.media-server.com/register/BI283741849c9643f0851eed3282145502
•After registering, instructions will be shared on how to join the call for those who wish to dial in.
•On August 5, the live webcast can be accessed via the following link: https://edge.media-server.com/mmc/p/4q9uw2bt
•The live and archived webcast will be available on the Events and Presentations page of the Company’s investor relations website at investors.verano.com.
_________________________
1Adjusted EBITDA and Adjusted EBITDA as a percentage of revenue (“Adjusted EBITDA Margin”) are non-U.S. GAAP financial measures. Each is derived from EBITDA, another non-U.S. GAAP financial measure, and is defined in this news release in the section below titled “Non-U.S. GAAP Financial Measures.” The most directly comparable U.S. GAAP financial measure to Adjusted EBITDA is net income (loss) and the most directly comparable measure to Adjusted EBITDA Margin is net income (loss) as a percentage of revenue (“net income (loss) margin”). The reconciliation of (i) Adjusted EBITDA to U.S. GAAP net income (loss) and (ii) Adjusted EBITDA Margin to net income (loss) margin is set forth below in the tables included in this news release.
Non-U.S. GAAP Financial Measures
Verano uses non-U.S. GAAP financial information to evaluate the performance of the Company. The terms “EBITDA,” “Adjusted EBITDA,” and “Adjusted EBITDA Margin” do not have any standardized meaning prescribed within U.S. GAAP and therefore may not be comparable to similar measures presented by other companies. Accordingly, this non-U.S. GAAP financial information is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with U.S. GAAP.
The Company calculates EBITDA as net income (loss) before interest expense, income tax expense, depreciation and amortization; Adjusted EBITDA as net income (loss) before net interest expense, income tax expense, depreciation and amortization and also excludes certain one-time extraordinary items and Adjusted EBITDA Margin as net income (loss) before net interest expense, income tax expense, depreciation and amortization and exclusion of certain one-time extraordinary items as a percentage of revenue. The calculations of the non-U.S. GAAP financial measures used in this news release and the reconciliations to the most comparable U.S. GAAP financial numbers are included in the tables below.
Management believes that this non-U.S. GAAP financial information is useful as a supplement to comparable U.S. GAAP financial information because it provides consistency and comparability with past financial performance and assists in comparisons with other companies, some of which use similar non-GAAP information to supplement their U.S. GAAP results. Management reviews these non-U.S. GAAP financial measures on a regular basis and uses them, together with financial measures included in the Company’s financial statements, to evaluate and manage the performance of the Company’s operations. These measures should be evaluated only in conjunction with the comparable U.S. GAAP financial numbers reported by the Company.
3

About Verano
Verano Holdings Corp. (Cboe CA: VRNO) (OTCQX: VRNO), one of the U.S. cannabis industry’s leading companies based on historical revenue, geographic scope and brand performance, is a vertically integrated, multi-state operator embracing a mission of saying Yes to plant progress and the bold exploration of cannabis. Verano provides a superior cannabis shopping experience in medical and adult use markets under the Zen Leaf™ and MÜV™ dispensary banners, and produces a comprehensive suite of high-quality, regulated cannabis products sold under its diverse portfolio of trusted consumer brands including Savvy™, (the) Essence™, Swift Lifts™, HYPHEN™, Encore™, BITS™, Avexia™, MÜV™, CTPharma™, and Verano™. Verano’s active operations span 13 U.S. states, comprised of 14 production facilities with over 1.1 million square feet of cultivation capacity. Learn more at Verano.com.
Contacts:
Investors
Verano
Aaron Miles
Chief Investment Officer
Investors@verano.com
Media
Verano
Steve Mazeika
Vice President, Communications
Steve.Mazeika@verano.com

Forward Looking Statements
This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Such forward-looking statements are not representative of historical facts or information or current condition, but instead represent only the Company’s beliefs regarding future events, plans, strategies, or objectives, many of which, by their nature, are inherently uncertain and outside of the Company’s control. Generally, such forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “future”, “scheduled”, “estimates”, “forecasts”, “projects,” “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases, or may contain statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “will continue”, “will occur” or “will be achieved”. Forward-looking statements involve and are subject to assumptions and known and unknown risks, uncertainties, and other factors which may cause actual events, results, performance, or achievements of the Company to be materially different from future events, results, performance, and achievements expressed or implied by forward-looking statements herein, including, without limitation, the risk factors described in the Company’s annual report on Form 10-K for the year ended December 31, 2025 filed with the U.S. Securities and Exchange Commission at www.sec.gov. The forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake to update any forward-looking information or forward-looking statements that are contained or referenced herein, except as may be required in accordance with applicable securities laws. All subsequent written and oral forward-looking information and statements attributable to the Company or persons acting on its behalf is expressly qualified in its entirety by this notice regarding forward-looking information and statements.
Financial Information Tables
The following tables include select financial results and the reconciliations of the non-U.S. GAAP financial measures to the respective most directly comparable U.S. GAAP financial measures for the presented periods.
4

VERANO HOLDINGS CORP.
Highlights from Unaudited Interim Condensed Consolidated Statements of Operations
For the Three Months Ended,
June 30, 2026March 31, 2026June 30, 2025
($ in thousands)(Unaudited)(Unaudited)(Unaudited)
Revenues, net of Discounts$217,918 $208,178 $202,272 
Cost of Goods Sold, net118,219 109,202 89,288 
Gross Profit$99,699 $98,976 $112,984 
Gross Profit %46 %48 %56 %
Operating Expenses:
Selling, General and Administrative Expenses92,494 85,877 86,345 
Loss on Impairment of Held for Sale Assets4,062 — — 
Loss on Impairment of Fixed Assets— — 428 
Total Operating Expenses96,556 85,877 86,773 
Income from Operations$3,143 $13,099 $26,211 
Other Income (Expense)
Gain (Loss) on Disposal of Property, Plant and Equipment12 (27)(212)
Gain (Loss) on Debt Extinguishment— (5,738)2,947 
Interest Expense, net(11,258)(12,312)(14,207)
Other Income (Expense), net(2,383)(1,222)1,263 
Total Other Expense, net(13,629)(19,299)(10,209)
Income (Loss) Before Provision for Income Taxes$(10,486)$(6,200)$16,002 
Provision for Income Tax Expense(2,925)(11,623)(35,152)
Net Loss Attributable to Verano Holdings Corp. & Subsidiaries$(13,411)$(17,823)$(19,150)

VERANO HOLDINGS CORP.
Highlights from Condensed Consolidated Balance Sheets
As of
June 30, 2026December 31, 2025
($ in thousands)(Unaudited)(Audited)
Cash and Cash Equivalents$85,195 $82,724 
Other Current Assets319,087 321,927 
Property, Plant and Equipment, net485,138 492,473 
Intangible Assets, net550,120 579,090 
Goodwill161,009 161,009 
Other Long-Term Assets98,694 104,371 
Total Assets$1,699,243 $1,741,594 

Total Current Liabilities109,366 140,261 
Total Long-Term Liabilities915,164 898,954 
Stockholders' Equity676,529 704,156 
Non-Controlling Interest(1,816)(1,777)
Total Liabilities and Shareholders' Equity$1,699,243 $1,741,594 
5


VERANO HOLDINGS CORP.
Reconciliation of Net Loss to EBITDA (Non-U.S. GAAP) and Adjusted EBITDA (Non-U.S. GAAP, Unaudited)
For the Three Months Ended,
June 30, 2026March 31, 2026June 30, 2025
($ in thousands)(Unaudited)(Unaudited)(Unaudited)
Net Loss Attributable to Verano Holdings Corp. & Subsidiaries$(13,411)$(17,823)$(19,150)
Interest Expense, net11,258 12,312 14,207 
Income Tax Expense2,925 11,623 35,152 
Depreciation and Amortization29,431 29,188 31,488 
EBITDA$30,203 $35,300 $61,697 
COGS Add-backs:
Acquisition, Transaction and Other Non-operating Costs1,257 — 1,990 
Employee Stock Compensation326 232 250 
SG&A Add-backs:
Acquisition, Transaction and Other Non-operating Costs6,202 3,155 1,365 
Employee Stock Compensation5,369 1,977 3,089 
Impairments4,062 — 428 
Acquisition Adjustments and Other (Income) & Expense, net3,812 8,340 (2,666)
Adjusted EBITDA1
$51,231 $49,004 $66,153 
Net Loss Margin(6)%(9)%(9)%
Adjusted EBITDA Margin1
24 %24 %33 %
6

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