Verano Holdings (VRNO) grants CEO $2.5M bonus and 2.5M RSUs

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Verano Holdings Corp. updated its executive compensation, granting Chair and CEO George Archos a $2,500,000 cash bonus and 2,500,000 restricted stock units that immediately vested into the same number of common shares on June 1, 2026.

On that date, Archos cancelled his more than five-year-old February 2021 employment agreement but remains Chair, Chief Executive Officer and President. His base salary was raised to $650,000, retroactive to January 1, 2026.

He also received annual long-term incentive awards with a grant date value of $568,750 in RSUs and $568,750 in cash, which vest in three equal installments over three years, subject to his continued employment.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

CEO cash bonus: $2,500,000 Immediate RSU award: 2,500,000 shares Base salary: $650,000 +2 more

5 metrics

CEO cash bonus $2,500,000 One-time cash bonus granted June 1, 2026

Immediate RSU award 2,500,000 shares RSUs vested into common stock on June 1, 2026

Base salary $650,000 New CEO base salary, retroactive to January 1, 2026

LTIP RSU grant value $568,750 Grant date value of RSUs under long-term incentive program

LTIP cash grant value $568,750 Grant date value of cash component under long-term incentive program

Key Terms

restricted stock units, Stock and Incentive Plan, long-term incentive program, grant date value, +1 more

5 terms

restricted stock units financial

"an award of 2,500,000 restricted stock units (“RSUs”) issued under the Verano Holdings Corp. Stock and Incentive Plan"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Stock and Incentive Plan financial

"restricted stock units (“RSUs”) issued under the Verano Holdings Corp. Stock and Incentive Plan (the “Equity Plan”)"

long-term incentive program financial

"received annual awards under the Company’s long-term incentive program comprised of (i) RSUs ... and (ii) cash"

A long-term incentive program is a company plan that pays executives or employees rewards—often stock, options, or cash—only if the business hits performance goals over several years. It matters to investors because these payouts align managers’ interests with shareholders, encouraging decisions that boost sustained growth and share value rather than short-term gains; think of it as a multi-year bonus tied to measurable company outcomes.

grant date value financial

"RSUs issued under the Equity Plan with a grant date value equal to $568,750 and (ii) cash with a grant date value of $568,750"

emerging growth company regulatory

"Emerging growth company Item 5.02(e) Departure of Directors or Certain Officers"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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Understanding 8-K Material Events →

06/02/2026 - 05:21 PM

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 Number)		(IRS Employer Identification No.)

224 West Hill Street, Suite 400

Chicago, Illinois

(Address of Principal Executive Offices)

60610

(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 ☐

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. ☐

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

In recognition of his leadership, contributions, long service and dedication to the Company, on June 1, 2026, George Archos, the Chair, Chief Executive Officer and President of Verano Holdings Corp. (the “Company”) received (i) a $2,500,000 cash bonus and (ii) an award of 2,500,000 restricted stock units (“RSUs”) issued under the Verano Holdings Corp. Stock and Incentive Plan (the “Equity Plan”), which immediately vested into 2,500,000 shares of the Company’s common stock, par value $0.001.

On June 1, 2026, Mr. Archos also cancelled his employment agreement with the Company which he entered into over five years ago in February 2021. Mr. Archos is continuing in his roles as Chair, Chief Executive and President of the Company. On the same day, Mr. Archos’ base salary was increased to $650,000 retroactive to January 1, 2026, and Mr. Archos received annual awards under the Company’s long-term incentive program comprised of (i) RSUs issued under the Equity Plan with a grant date value equal to $568,750 and (ii) cash with a grant date value of $568,750, both of which vest in three equal installments over three years and are conditioned on his continued employment with the Company.

SIGNATURE

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.

Date: June 2, 2026	VERANO HOLDINGS CORP.

	/s/ Laura Marie Kalesnik
	Laura Marie Kalesnik
	Chief Legal Officer,
	General Counsel and Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What new compensation did Verano (VRNO) grant CEO George Archos?

Verano granted CEO George Archos a $2,500,000 cash bonus and 2,500,000 restricted stock units that immediately vested into common shares. He also received new long-term incentive awards in both RSUs and cash with multi-year vesting conditions tied to continued employment.

How many Verano (VRNO) shares did George Archos receive on June 1, 2026?

On June 1, 2026, George Archos received 2,500,000 restricted stock units that immediately vested into 2,500,000 shares of Verano common stock. These were issued under the company’s Stock and Incentive Plan as part of a broader compensation recognition package.

Did Verano (VRNO) change George Archos’ employment agreement?

Yes. On June 1, 2026, George Archos cancelled his employment agreement originally entered into in February 2021. Despite the cancellation, he continues serving as Chair, Chief Executive Officer and President, with updated cash, equity, and salary terms disclosed in the filing.

What is George Archos’ new base salary at Verano (VRNO)?

George Archos’ base salary was increased to $650,000, effective retroactively to January 1, 2026. This salary adjustment accompanied his cash bonus, immediate-share RSU award, and additional long-term incentive grants that vest over three years with continued employment.

How are George Archos’ new long-term incentive awards at Verano (VRNO) structured?

The long-term incentive awards consist of RSUs with a grant date value of $568,750 and cash with a grant date value of $568,750. Both components vest in three equal annual installments over three years, conditioned on George Archos remaining employed by Verano.

Why did Verano (VRNO) grant these awards to George Archos?

The company stated the awards recognize George Archos’ leadership, contributions, long service, and dedication to Verano. The package combines an immediate cash bonus, fully vested RSUs, and multi-year incentive awards designed to align compensation with ongoing service to the company.

Filing Exhibits & Attachments

3 documents