Verano Holdings (VRNO) refreshes Code of Business Conduct and Ethics

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

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.

8-K Event Classification

2 items: 5.05, 9.01

2 items

Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics Governance

The company amended or granted a waiver from its code of ethics for senior financial officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Terms

Code of Business Conduct and Ethics, corporate opportunities, competition and fair dealing, confidentiality, +2 more

6 terms

Code of Business Conduct and Ethics financial

"the Company’s Code of Business Conduct and Ethics (the “Code”)"

corporate opportunities financial

"update language in the following sections (a) corporate opportunities, (b) competition"

competition and fair dealing financial

"sections (a) corporate opportunities, (b) competition and fair dealing, (c) confidentiality"

confidentiality financial

"competition and fair dealing, (c) confidentiality, and (d) protection and proper use"

Confidentiality is the practice of keeping private information—such as business plans, financial data, personnel matters, or trade secrets—restricted to a limited group rather than shared publicly. For investors it matters because breaches can change a company’s competitive edge, trigger legal or regulatory problems, or move markets if sensitive information becomes public; think of it as a lockbox that protects value and reduces unexpected risk.

protection and proper use of Company assets financial

"confidentiality, and (d) protection and proper use of Company assets."

emerging growth company financial

"Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company"

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 →

06/23/2026 - 04:15 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 20, 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 5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

From time to time, as part of Verano Holdings Corp. (the “Company”) governance practices, the Company’s Board of Directors reviews the Company’s Code of Business Conduct and Ethics (the “Code”). On June 20, 2026, the Board of Directors approved updates to the Code, including updates to: (1) align to other Company corporate governance documents; (2) further reflect the Company’s domicile in the U.S. state of Nevada; and (3) update language in the following sections: (a) corporate opportunities, (b) competition and fair dealing, (c) confidentiality, and (d) protection and proper use of Company assets. Additionally, the Code was updated for other non-substantive changes.

Adoption of the revisions to the Code does not result in any waiver to any officer, director, or employee of the Company, explicit or implicit, from any provision of the prior version of the Code. The ethical principles underlying each provision of the prior version of the Code remain substantively unchanged.

The foregoing description of the Code is qualified in its entirety by reference to the full text of the Code attached as Exhibit 14. The Code will also be available on the Company’s website (investors.verano.com). The information on the Company’s website does not constitute part of this Current Report on Form 8-K for any purpose and is not incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
14.1		Code of Business Conduct and Ethics.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 23, 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 did Verano Holdings (VRNO) change in its Code of Business Conduct and Ethics?

Verano Holdings updated its Code of Business Conduct and Ethics to align it with other governance documents and its Nevada domicile. The revisions also refresh language on corporate opportunities, competition and fair dealing, confidentiality, and protection and proper use of company assets while keeping core ethical principles the same.

Do the Verano Holdings (VRNO) code of ethics updates change employees’ ethical obligations?

The company states the ethical principles underlying the prior Code remain substantively unchanged, so core obligations are consistent. Changes mainly modernize and align wording with other governance documents and Nevada law without granting any explicit or implicit waivers to officers, directors, or employees.

Did Verano Holdings (VRNO) grant any waivers with the new Code of Business Conduct and Ethics?

No waivers were granted in connection with the updated Code of Business Conduct and Ethics. Verano explicitly notes that adoption of the revisions does not result in any explicit or implicit waiver for any officer, director, or employee from provisions in the prior version of the Code.

Where can investors find the updated Verano Holdings (VRNO) Code of Business Conduct and Ethics?

The full text of the updated Code is filed as Exhibit 14.1 to the current report. Verano also indicates the Code will be available on its investor website at investors.verano.com, though website information does not form part of the filing itself.

Why did Verano Holdings (VRNO) reference Nevada in its updated code of ethics?

The Board updated the Code in part to reflect Verano’s domicile in the U.S. state of Nevada. This includes aligning language with applicable governance frameworks while keeping the underlying ethical standards substantively the same for directors, officers, and employees.

Filing Exhibits & Attachments

4 documents