Verano (Cboe CA: VRNO) posts Q1 2026 results and okays $20M buyback
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Verano Holdings Corp. reported first quarter 2026 results and authorized up to $20 million in share repurchases, covering up to 18,219,090 shares, or 5% of its common stock. Revenue was $208 million, up 1% from the prior quarter and down 1% year-over-year, driven by strong retail performance but pressured by wholesale competition and promotions.
Gross profit was $99 million, a 48% margin, while selling, general and administrative expenses were $86 million, or 41% of revenue. The company posted a net loss of $18 million, or 9% of revenue, mainly due to costs tied to repaying its 2022 credit agreement. Adjusted EBITDA was $49 million, or 24% of revenue, and operating cash flow improved to $19 million. Verano ended March 31, 2026 with $74 million in cash, $395 million of total debt and $276 million of working capital, and reiterated 2026 capital expenditure guidance of $30–$50 million.
Positive
- Board authorizes up to $20 million share repurchase, covering up to 18,219,090 shares (5% of outstanding common stock), adding a potentially shareholder-friendly capital allocation tool alongside growth investments.
- Operating cash flow improved sharply to $19 million in Q1 2026 from $2 million a year earlier, showing stronger cash generation despite continued net losses.
Negative
- None.
Insights
Verano posted stable revenue with ongoing losses, improved cash flow, and a new $20M buyback.
Verano delivered Q1 2026 revenue of $208 million, essentially flat year-over-year and slightly above the prior quarter, showing steady demand despite wholesale competition and increased promotions. Gross margin of 48% remained within management’s indicated range.
The company reported a net loss of $18 million, deeper than the prior year’s loss, primarily from expenses tied to repaying its 2022 credit facility. However, $49 million of Adjusted EBITDA and operating cash flow of $19 million indicate the core business is cash-generative, even after higher interest and tax costs.
The Board’s authorization to repurchase up to $20 million of shares, representing 5% of outstanding stock, signals confidence in liquidity alongside the new $195 million term loan and upsized $100 million revolver. Investors may focus on how capital is allocated among buybacks, growth projects and potential M&A through the remainder of 2026.
8-K Event Classification
3 items: 2.02, 8.01, 9.01
3 items
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Revenue: $208.2M
Gross profit: $99.0M
Net loss: $17.8M
+5 more
8 metrics
Revenue
$208.2M
Q1 2026 revenue, 1% up vs prior quarter and 1% down YoY
Gross profit
$99.0M
Q1 2026 gross profit, 48% of revenue
Net loss
$17.8M
Q1 2026 net loss attributable to Verano Holdings Corp. & Subsidiaries
Adjusted EBITDA
$49.0M
Q1 2026 Adjusted EBITDA, 24% of revenue
Operating cash flow
$19M
Net cash provided by operating activities in Q1 2026
Share repurchase capacity
$20M / 18,219,090 shares
NCIB authorization, up to 5% of issued and outstanding shares
Cash balance
$74.0M
Cash and cash equivalents as of March 31, 2026
Total debt
$395M
Total debt, net of issuance costs, as of March 31, 2026
Key Terms
Adjusted EBITDA, Non-U.S. GAAP financial measures, Normal Course Issuer Bid, Rule 10b-18, +2 more
6 terms
Adjusted EBITDA financial
"Adjusted EBITDA1 of $49 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.
Normal Course Issuer Bid regulatory
"The Normal Course Issuer Bid (the “NCIB”) will be executed in accordance with the applicable rules"
A Normal Course Issuer Bid is when a company buys back its own shares from the stock market over time. This usually shows that the company believes its stock is undervalued and wants to support its price, which can be important for investors to watch.
Rule 10b-18 regulatory
"subject to other limitations set forth by Cboe Canada and Rule 10b-18 under the Securities Exchange Act"
Rule 10b-18 is a regulation that sets strict rules for how a company's executives and employees can buy back their own company's stock from the market. It helps ensure that these buybacks happen in a fair and transparent way, reducing the chance of market manipulation. This is important for investors because it offers protection against unfair practices and promotes confidence in the integrity of the stock market.
Schedule III medical cannabis designation regulatory
"transformative Schedule III medical cannabis designation, we believe the share repurchase authorization provides Verano"
senior secured term loan financial
"Closed on a $195,000,000 senior secured term loan and drew the remaining $50,000,000"
A senior secured term loan is a type of borrowing where a company borrows money and promises to pay it back over a fixed period, with the loan secured by the company's assets as collateral. Because it is "senior," it has priority over other debts if the company faces financial trouble, and being "secured" means lenders have a claim on specific assets. For investors, this makes the loan a safer and more predictable investment compared to unsecured or subordinate debts.
Earnings Snapshot
Revenue: $208.2M · Guidance included
Q1 2026
Revenue
$208.2M
-1% YoY
Gross margin
48%
up 1 percentage point YoY
Net loss
$17.8M
higher loss vs Q1 2025
Adjusted EBITDA
$49.0M
slightly below Q1 2025
Guidance
The company reiterated its 2026 capital expenditures guidance range of $30 million to $50 million.
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
(Exact Name of Registrant as Specified in its Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-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 class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
| N/A | N/A | N/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 April 30, 2026, Verano Holdings Corp. (the “Company”) issued a press release (the “Earnings Press Release”) announcing its financial results for the quarter ended March 31, 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 8.01 Other Events.
On April 30, 2026, the Company issued a press release announcing that its Board of Directors authorized the repurchase of up to $20 million in shares (the “Shares”) of the Company’s common stock, par value $0.001, which are listed for trading on Cboe Canada. The Company can purchase up to an aggregate of 18,219,090 Shares (representing 5% of the issued and outstanding Shares of the Company at the time of the authorization), subject to the $20 million limit. The purchases may be made from time to time over a period of 12 months ending April 30, 2027, unless such share or dollar limit is met sooner. On any given day, Verano may not purchase more than 25% of the average daily trading volume of its Shares and is subject to other limitations set forth by Cboe Canada and Rule 10b-18 under the Securities Exchange Act of 1934. In addition, Verano may make block purchases of Shares that meet certain criteria and sales may be made through open-market repurchases, privately negotiated transactions or otherwise. A copy of the press release is attached hereto as Exhibit 99.2 and is hereby incorporated by reference into this Item 8.01.
The information furnished under this item 8.01, including Exhibit 99.2 incorporated by reference herein, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
99.1 Earnings Press Release, dated April 30, 2026
99.2 Press Release, dated April 30, 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: April 30, 2026
| By: | /s/ Richard Tarapchak | |||||||
| Name: | Richard Tarapchak | |||||||
| Title: | Chief Financial Officer and Treasurer (Principal Financial Officer) | |||||||
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 $20 million share repurchase authorization
CHICAGO, April 30, 2026 (GLOBE NEWSWIRE) – Verano Holdings Corp. (Cboe CA: VRNO) (OTCQX: VRNO) (“Verano” or the “Company”), a leading multi-state cannabis company, today announced its financial results for the first quarter ended March 31, 2026, which were prepared in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”).
First Quarter 2026 Financial Highlights
| For the Three Months Ended, | |||||||||||||||||
| ($ in thousands) | March 31, 2026 | December 31, 2025 | March 31, 2025 | ||||||||||||||
| Revenues, net of Discounts | 208,178 | 206,613 | 209,809 | ||||||||||||||
| Gross Profit | 98,976 | 105,695 | 99,581 | ||||||||||||||
| Income (Loss) from Operations | 13,099 | (157,583) | 15,002 | ||||||||||||||
| Net Loss Attributable to Verano Holdings Corp. & Subsidiaries | (17,823) | (183,411) | (11,515) | ||||||||||||||
Adjusted EBITDA1 | 49,004 | 55,534 | 54,398 | ||||||||||||||
First Quarter 2026 Financial Highlights
•Revenues, net of discounts, of $208 million, an increase of 1% versus the prior quarter, and a decrease of 1% year-over-year.
•Gross profit of $99 million or 48% of revenue.
•SG&A expenses of $86 million or 41% of revenue.
•Net Loss of $(18) million or (9)% of revenue.
•Adjusted EBITDA1 of $49 million or 24% of revenue.
•Net cash provided by operating activities of $19 million.
•Capital expenditures of $15 million.
Management Commentary
"Following last week’s historic rescheduling announcement and a strong first quarter highlighted by sequential revenue growth, 2026 has the potential to be a transformative year for Verano and the entire industry,” said George Archos, Verano founder, chairman and Chief Executive Officer. “Throughout the first quarter, we secured our new $195 million credit facility to fund strategic growth initiatives, strengthened our retail footprint in Florida, elevated our cultivation and processing operations, and launched new products that continue to generate market share growth in the fastest-growing categories.”
Archos concluded: "As we aim to drive further momentum for the business in 2026, Verano is well-positioned to quickly capitalize on a final Schedule III designation - a game-changing catalyst delivered by President Trump and Acting Attorney General Blanche that promises to unlock the full medical, research and commercial potential of America's next great industry while providing meaningful health and wellness benefits to millions of Americans nationwide."
1
First Quarter 2026 Financial Overview
Revenues, net of discounts, for the first quarter 2026 were $208 million, up from $207 million for the fourth quarter 2025, and down from $210 million for the first quarter 2025. The increase in revenue for the first quarter 2026 compared to the fourth quarter 2025 was primarily driven by strong retail performance. The slight decrease in revenue for the first quarter 2026 compared to the first quarter 2025 was driven by increased competition and promotional activity in wholesale markets.
Gross profit for the first quarter 2026 was $99 million or 48% of revenue, down from $106 million or 51% of revenue for the fourth quarter 2025, and down from $100 million or 47% of revenue for the first quarter 2025. The slight decrease in gross profit for the first quarter 2026 compared to the first quarter 2025 was primarily driven by an increase in promotional activity.
SG&A expenses for the first quarter 2026 were $86 million or 41% of revenue, flat from $86 million or 42% of revenue for the fourth quarter 2025, and up from $85 million or 40% of revenue for the first quarter 2025. The slight increase in SG&A expenses for the first quarter 2026 compared to the first quarter 2025 was primarily driven by new store openings.
Net loss for the first quarter 2026 was $(18) million or (9)% of revenue, versus $(12) million or (5)% of revenue in the first quarter 2025. The increase in net loss for the first quarter 2026 compared to the first quarter 2025 was primarily driven by expenses associated with repaying all outstanding obligations under the Company's prior 2022 credit agreement.
Adjusted EBITDA1 for the first quarter 2026 was $49 million or 24% of revenue.
Net cash provided by operating activities for the first quarter 2026 was $19 million, up from $2 million for the first quarter 2025.
Capital expenditures for the first quarter 2026 were $15 million, up from $14 million for the first quarter 2025, and up from $9 million in the fourth quarter 2025.
2026 Guidance
•The Company reiterates its 2026 capital expenditures guidance range of $30 million to $50 million.
First Quarter 2026 Operational Highlights
•Strengthened national product portfolio in fast-growing pre-roll category with the launch of Swift Lifts as a standalone brand.
•Elevated Florida retail footprint with the opening MÜV Deltona and MÜV Lehigh Acres.
•Upsized the revolving credit facility commitment to $100,000,000 and extended maturity date to February 28, 2029.
•Closed on a $195,000,000 senior secured term loan and drew the remaining $50,000,000 under its existing revolving credit facility to payoff and terminate the Company’s 2022 credit facility.
Subsequent 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 cannabis rescheduling announcement on April 23, 2026.
•Announced $20 million share repurchase authorization.
•Current operations span 13 states, comprised of 162 dispensaries and 14 production facilities with more than 1.1 million square feet of cultivation capacity.
Balance Sheet and Liquidity
As of March 31, 2026, the Company’s current assets were $395 million, including cash and cash equivalents of $74 million. The Company had working capital of $276 million and total debt, net of issuance costs, of $395 million.
2
The Company’s total issued and outstanding shares of common stock was 364,343,003 as of March 31, 2026.
Conference Call and Webcast
A conference call and webcast with analysts and investors is scheduled for April 30, 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/BI59a4e1bd550347449ec24169cf6f0f9e
•After registering, instructions will be shared on how to join the call for those who wish to dial in.
•On April 30, 2026, the live webcast can be accessed via the following link: https://edge.media-server.com/mmc/p/64zm6h94
•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 Consolidated Statements of Operations
| For the Three Months Ended, | |||||||||||||||||
| March 31, 2026 | December 31, 2025 | March 31, 2025 | |||||||||||||||
| ($ in thousands) | (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||||||
| Revenues, net of Discounts | $ | 208,178 | $ | 206,613 | $ | 209,809 | |||||||||||
| Cost of Goods Sold, net | 109,202 | 100,918 | 110,228 | ||||||||||||||
| Gross Profit | $ | 98,976 | $ | 105,695 | $ | 99,581 | |||||||||||
| Gross Profit % | 48 | % | 51 | % | 47 | % | |||||||||||
| Operating Expenses: | |||||||||||||||||
| Selling, General and Administrative Expenses | 85,877 | 85,838 | 84,579 | ||||||||||||||
| Loss on Impairment of Intangibles – Goodwill | — | 86,591 | — | ||||||||||||||
| Loss on Impairment of Intangibles – License & Fixed Assets | — | 90,849 | — | ||||||||||||||
| Total Operating Expenses | 85,877 | 263,278 | 84,579 | ||||||||||||||
| Income (Loss) from Operations | $ | 13,099 | $ | (157,583) | $ | 15,002 | |||||||||||
| Other Income (Expense) | |||||||||||||||||
| Loss on Disposal of Property, Plant and Equipment | (27) | (1,034) | (84) | ||||||||||||||
| Gain on Deconsolidation | — | — | 4,739 | ||||||||||||||
| Loss on Debt Extinguishment | (5,738) | — | (63) | ||||||||||||||
| Interest Expense, net | (12,312) | (12,608) | (13,562) | ||||||||||||||
| Other Expense, net | (1,222) | (1,450) | (198) | ||||||||||||||
| Total Other Income (Expense), net | (19,299) | (15,092) | (9,168) | ||||||||||||||
| Income (Loss) Before Provision for Income Taxes | $ | (6,200) | $ | (172,675) | $ | 5,834 | |||||||||||
| Provision for Income Tax Expense | (11,623) | (10,736) | (17,349) | ||||||||||||||
| Net Loss Attributable to Verano Holdings Corp. & Subsidiaries | $ | (17,823) | $ | (183,411) | $ | (11,515) | |||||||||||
VERANO HOLDINGS CORP.
Highlights from Consolidated Balance Sheets
| As of | |||||||||||
| March 31, 2026 | December 31, 2025 | ||||||||||
| ($ in thousands) | (Unaudited) | (Audited) | |||||||||
| Cash and Cash Equivalents | $ | 74,026 | $ | 82,724 | |||||||
| Other Current Assets | 320,495 | 321,927 | |||||||||
| Property, Plant and Equipment, net | 488,106 | 492,473 | |||||||||
| Intangible Assets, net | 564,575 | 579,090 | |||||||||
| Goodwill | 161,009 | 161,009 | |||||||||
| Other Long-Term Assets | 100,137 | 104,371 | |||||||||
| Total Assets | $ | 1,708,348 | $ | 1,741,594 | |||||||
| Total Current Liabilities | 118,911 | 140,261 | |||||||||
| Total Long-Term Liabilities | 902,867 | 898,954 | |||||||||
| Shareholders' Equity | 688,347 | 704,156 | |||||||||
| Non-Controlling Interest | (1,777) | (1,777) | |||||||||
| Total Liabilities and Shareholders' Equity | $ | 1,708,348 | $ | 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, | |||||||||||||||||
| March 31, 2026 | December 31, 2025 | March 31, 2025 | |||||||||||||||
| ($ in thousands) | (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||||||
| Net Loss Attributable to Verano Holdings Corp. & Subsidiaries | $ | (17,823) | $ | (183,411) | $ | (11,515) | |||||||||||
| Interest Expense, net | 12,312 | 12,608 | 13,562 | ||||||||||||||
| Income Tax Expense | 11,623 | 10,736 | 17,349 | ||||||||||||||
| Depreciation and Amortization | 29,188 | 29,316 | 31,791 | ||||||||||||||
| EBITDA | $ | 35,300 | $ | (130,751) | $ | 51,187 | |||||||||||
| COGS Add-backs: | |||||||||||||||||
| Acquisition, Transaction and Other Non-operating Costs | — | 1,378 | 2,282 | ||||||||||||||
| Employee Stock Compensation | 232 | 432 | 648 | ||||||||||||||
| SG&A Add-backs: | |||||||||||||||||
| Acquisition, Transaction and Other Non-operating Costs | 3,155 | 1,820 | 1,269 | ||||||||||||||
| Employee Stock Compensation | 1,977 | 1,910 | 2,655 | ||||||||||||||
| Impairments | — | 177,440 | — | ||||||||||||||
| Acquisition Adjustments and Other (Income) & Expense, net | 8,340 | 3,305 | (3,643) | ||||||||||||||
Adjusted EBITDA2 | $ | 49,004 | $ | 55,534 | $ | 54,398 | |||||||||||
| Net Loss Margin | (9) | % | (89) | % | (5) | % | |||||||||||
Adjusted EBITDA Margin2 | 24 | % | 27 | % | 26 | % | |||||||||||
6
Verano Announces $20 Million Share Repurchase Authorization
CHICAGO, April 30, 2026 – Verano Holdings Corp. (Cboe CA: VRNO) (OTCQX: VRNO) (“Verano” or the “Company”), a leading multi-state cannabis company, today announced that its Board of Directors has authorized the repurchase of up to $20 million in shares of the Company’s common stock (“Shares”) which are listed for trading on Cboe Canada.
“Given business performance and the transformative Schedule III medical cannabis designation, we believe the share repurchase authorization provides Verano further optionality to deploy capital in pursuit of growth initiatives,” said George Archos, Verano Chairman and Chief Executive Officer. “The share repurchase authorization offers Verano another strategic outlet to unlock value for the Company and our shareholders, including strengthening the balance sheet and accretive M&A opportunities.”
The Normal Course Issuer Bid (the “NCIB”) will be executed in accordance with the applicable rules and policies of Cboe Canada and U.S. and Canadian securities laws. Pursuant to the NCIB, Verano may purchase up to an aggregate of 18,219,090 Shares (representing 5% of the issued and outstanding Shares of the Company at the time of the authorization), subject to the $20 million limit. The purchases may be made from time to time over a period of 12 months ending April 30, 2027, unless such share or dollar limit is met sooner.
On any given day, Verano may not purchase more than 25% of the average daily trading volume of its Shares and is subject to other limitations set forth by Cboe Canada and Rule 10b-18 under the Securities Exchange Act of 1934 (the “Exchange Act”). In addition, Verano may make block purchases of Shares that meet certain criteria and sales may be made through open-market repurchases, privately negotiated transactions or otherwise.
All purchases made will be through the selected purchasing member, ATB Capital Markets Corp. through the facilities of Cboe Canada or through alternative trading systems. The actual number of Shares which will be purchased, the timing of such purchases, and the price at which the Shares will be purchased by Verano will be aligned with the rules and policies of the Cboe Canada Listing Manual and with U.S. securities regulations, including Rule 10b-18 under the Exchange Act. No assurance can be given that any particular amount of Shares will be repurchased.
In determining the amount of capital to allocate to share repurchases, the Company takes into account, among other things, its historical and expected business performance and cash and liquidity position, as well as global economic and market conditions and the market price of the Shares. The timing, manner, price, and amount of any repurchases under the share repurchase program are determined by the Company in its discretion. Purchases may be effected through open market transactions, privately negotiated transactions, transactions structured through investment banking institutions, or other means. The Company is not obligated to repurchase any specific number of shares and the program may be modified, suspended, or discontinued at any time.
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.
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FAQ
How did Verano (VRNO) perform financially in Q1 2026?
Verano generated $208 million in Q1 2026 revenue, up 1% sequentially and down 1% year-over-year. It posted a net loss of $18 million, or 9% of revenue, with Adjusted EBITDA of $49 million, representing a 24% margin.
What margins did Verano (VRNO) report for Q1 2026?
Verano reported gross profit of $99 million, a 48% gross margin on Q1 2026 revenue. Selling, general and administrative expenses were $86 million, or 41% of revenue, contributing to a net loss margin of 9% for the quarter.
What does Verano’s Q1 2026 balance sheet look like?
As of March 31, 2026, Verano held $74 million in cash and cash equivalents and total current assets of $395 million. It reported $395 million in total debt (net of issuance costs) and $276 million of working capital, with total assets of $1.71 billion.
How did Verano’s cash flow and capital spending trend in Q1 2026?
Verano generated $19 million in net cash from operating activities in Q1 2026, up from $2 million a year earlier. Capital expenditures were $15 million, higher than both Q1 2025 and Q4 2025, and the company reaffirmed 2026 capex guidance of $30–$50 million.
What credit facilities did Verano (VRNO) secure around Q1 2026?
Verano closed a $195 million senior secured term loan, upsized its revolving credit facility commitment to $100 million, and drew the remaining $50 million on the revolver to repay and terminate its 2022 credit facility, extending the revolver maturity to February 28, 2029.